HomeMy WebLinkAboutIT16-220 - Other - Solarwinds - Network Monitoring License Renewal - 5/28/18 KENT Records Management Document
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CONTRACT COVER SHEET
This is to be completed by the Contract Manager prior to submission
to the City Clerk's Office. All portions are to be completed.
If you have questions, please contact the City Clerk's Office at 253-856-5725.
❑ Blue/Motion Sheet Attached
❑ Pink Sheet Attached
Vendor Name: Solarwinds
Vendor Number (7DE): 359394
Contract Number (City Clerk):
Category: License Agreement
Sub-Category (if applicable): Choose an item.
Project Name: Network Monitoring - License Renewal
Contract Execution Date: 05/28/18 Termination Date: 05/27/19
Contract Manager: James Endicott Department: IT
Contract Amount: $28,,771.60 a
Approval Authority: ❑ Director ® Mayor ❑ City Council
Other Details: Ties with IT16-220
REQUEST FOR MAYOR'S SIGNATURE
• Purchase Order Only - Print on Yellow Paper
KENT
WA 11--n Please Fill in All Applicable Boxes
ALL REQUESTS ARE ROUTED DIRECTLY TO THE MAYOR AND RETURNED TO THE ORIGINATING DEPZ NT
DO NOT ROUTE TO CLERK'S OFFICE
Approved by Dire
Originator:James Endicott Phone (Originator): 253-856-4620
Date Sent: 04/12/2018 Date Required: 04/18/2018
Return Signed Document to: Lynnette Smith Contract Termination Date:05/26/2018
VENDOR NAME: Date Finance Notified: 04/11/2018
SOIarWIndS, Inc. (Only required on contracts
10 000 and over or on any Grant
DATE OF COUNCIL APPROVAL: 12/15/2016 Date Risk Manager Notified: 04/11/2018
Specifically Authorized in Budget? AYES ® NO Account Number: 52001740.64830.1800
Brief Explanation of Document:
Annual renewal maintenance for Solarwinds, Inc. - Network Monitoring System
Terms: 05/28/2018 - 05/27/2019
PO 144767
Cost = $28,771.60
Approved in the 2017-2018 IT Maintenance Contract budget
Shaded Areas to Be Completed By Administration Staff
Received:
Recommendations and Comments:
Disposition:5)b11'l
Date Returned: (4-m--�
P:\Civil\Forms\Document Processing\Request for Mayor's Signature Purchase Order.docx
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Gonzalez, Marta LqL
From: SolarWinds Renewals <renewals@solarwinds.com>
Sent: Friday, March 2, 2018 1:06 AM
To: Endicott, James; IT Maintenance Contracts; Palmer, Quenten; Hirschi, Galen; Campbell,
Rick; KTown IT
Subject: SolarWinds Maintenance - Action Required (SW405079)
[H] Quote
Po BOX 730720 Date 5/1/2018
Dallas TX 75373 Quote # QN1014058
United States Expires 5/15/2018
866.530,8100 Currency USA
http•//SolarWinds.com Customer ID SW405079
Bill To Quote To Address End Customer SW405079 City of Kent
Accounts Payable Information Technology
City of Kent
City of Kent 400 West Gowe Street
220 4th Avenue South Suite 122
Kent WA 98032 Kent WA 98032
United States
United States
Quantity SW Start Date SW End Date Rate Amount
18296 SolarWinds Web Help Desk Per Technician License 34 5/27/2018 5/27/2019 108.00 3,672.00
(31 to 40 named users) - Annual Maintenance
Renewal
18182 SolarWinds Engineer's Toolset Per Seat License - 1 5/27/2018 5/27/2019 438.00 438.00
Annual Maintenance Renewal
18373 SolarWinds Virtualization Manager VM32 (up to 32 1 5/1/2018 5/1/2019 2,440.00 2,440.00
sockets) - Annual Maintenance Renewal __ N
18292 SolarWinds Web Help Desk Per Technician License 3 5/27/2018 5/27/2019 132.00 396.00
(1 to 5 named users) - Annual Maintenance
Renewal _
18223 SolarWinds Server &Application Monitor ALX e9� 1 5/27/2018 5/27/2019 7,405.00 7,405.00
(unlimited monitors-Standard Polling Throughput) -
Annual Maintenance Renewal
18199 SolarWinds Network Configuration Manager DL200 �V1 5/27/2018 5/27/2019 1,245.00 1,245.00
(up to 200 nodes) - Annual Maintenance Renewal ®m� _ mm�
18214 SolarWinds NetFlow Traffic Analyzer Module for 1 5/27/2018 5/27/2019 3,625.00 3,625.00
SolarWinds Network Performance Monitor SLX -
Annual Maintenance Renewal
18209 SolarWinds Network Performance Monitor SLX 1 5/27/2018 5/27/2019 6,230.00 6,230.00
(unlimited elements-Standard Polling Throughput)
- Annual Maintenance Renewal _
18264 SolarWinds User Device Tracker UT5000 (up to 1 5/27/2018 5/27/2019 705.00 705.00
5000 ports) - Annual Maintenance Renewal
Subtotal, 26,156.00
Tax Total 2,615.60'.
Total',$28,771.60'.
Keep your maintenance up-to-date to access Tech Support, FREE product updates/version upgrades (including all major
and minor version releases), customer only product training, and exclusive access to product pre-releases.
1. If you previously ordered through an Authorized SolarWinds Partner and would like to order through that partner
1
IMPORTANT— READ CAREFULLY: BY DOWNLOADING, INSTALLING, AND/OR USING
THE SOFTWARE (DEFINED BELOW), YOU (DEFINED BELOW) AGREE TO BE BOUND BY
THE TERMS OF THIS AGREEMENT (DEFINED BELOW). IF YOU DO NOT AGREE TO THE
TERMS OF THIS AGREEMENT, YOU MUST NOT DOWNLOAD, INSTALL, OR USE THE
SOFTWARE, AND YOU MUST DELETE OR RETURN THE UNUSED SOFTWARE.
SOLARWINDS
END USER LICENSE AGREEMENT
This End User License Agreement (the "Agreement") is hereby entered into and agreed upon by
you, either an individual or an entity, and its Affiliates ("You" or "Company") and SolarWinds
Worldwide, LLC ("SolarWinds Worldwide")for the Software.
1. DEFINITIONS.
1.1 "Affiliates" means an entity controlled by, under common control with, or controlling such
party, where control is denoted by having fifty percent (50%) or more of the voting power (or
equivalent) of the applicable entity. Subject to the terms and conditions of this Agreement,
Affiliates may use the license granted hereunder. All references to SolarWinds shall be deemed
to be references to SolarWinds Worldwide and its Affiliates, and all references to Company, You,
or Your shall be deemed to be references to Company and its Affiliate(s).
1.2 "Computer" means the hardware, if the hardware is a single computer system, whether
physical or virtual, or means the computer system with which the hardware operates, if the
hardware is a computer system component.
1.3 "Documentation" means the official user documentation prepared and provided by
SolarWinds Worldwide to You on the use of the Software. For the avoidance of doubt, any online
community site; unofficial documentation, videos, white papers, or related media; or feedback
does not constitute Documentation.
1.4 "Software" means the object code versions of the product, together with the updates,
new releases or versions, modifications or enhancements, owned and provided by SolarWinds
Worldwide to You pursuant to this Agreement.
2. GRANT OF LICENSE.
2.1 Production License. Upon payment of the applicable fees for the Software and
continuous compliance with the terms and conditions of this Agreement and the Documentation,
SolarWinds Worldwide hereby grants You a limited, worldwide, perpetual, nonexclusive,
nontransferable license to use the object code of the Software and Documentation subject to the
terms contained herein:
a) For each Software license key that You purchase from SolarWinds Worldwide,
You may: (i) use the Software on any single Computer, unless the Documentation clearly
indicates otherwise; and (ii) copy the Software for back-up and archival purposes, provided any
copy must contain all of the original Software's proprietary notices and a notice that it will not be
used for transfer, distribution or sale.
05012017
marks must remain as originally distributed regardless of the presence or absence of a trademark,
copyright, or other intellectual property symbol or notice.
3.3 Export Restrictions. The Software and Documentation delivered to You under this
Agreement are subject to U.S. export control laws and regulations and may also be subject to
import and export laws of the jurisdiction in which it was obtained, if outside the U.S. You shall
abide by all applicable export control laws, rules and regulations applicable to the Software and
Documentation. You agree that You will not export, re-export, or transfer the Software or
Documentation, in whole or in part, to any country, person, or entity subject to U.S. export
restrictions. You specifically agree not to export, re-export, or transfer the Software or
Documentation (i) to any country to which the U.S. has embargoed or restricted the export of
goods or services, or to any national of any such country, wherever located, who intends to
transmit or transport the products back to such country; (ii)to any person or entity who You know
or have reason to know will utilize the Software or portion thereof in the design, development,
production or use of nuclear, chemical or biological materials, facilities, or weapons; or(iii)to any
person or entity who has been prohibited from participating in U.S. export transactions by any
federal agency of the U.S. government.
3.4 Compliance with Applicable Laws. The Software and Documentation are protected by
the intellectual property laws and other laws of the United States and international laws and
treaties, including intellectual property laws. You agree that You shall use the Software and
Documentation solely in a manner that complies with all applicable laws in the jurisdictions in
which You use the Software and Documentation, including, but not limited to, applicable
restrictions concerning copyright and other intellectual property rights.
4. RIGHTS RESERVED. THE SOFTWARE IS LICENSED, NOT SOLD. Use herein of the
word "purchase" in conjunction with licenses, license keys, or the Software shall not imply a
transfer of ownership. Unless as conveyed herein, this Agreement does not grant You any rights,
title, or interest in or to Software, Documentation, trademarks, service marks, or trade secrets, or
corresponding intellectual property (including without limitation any images, photographs,
animations, video, audio, music, and text incorporated into the Software, the accompanying
printed materials, and any copies of the Software) of SolarWinds or its suppliers, and all rights,
title, and interest in and to the Software, Documentation, and corresponding intellectual property
shall remain the property of SolarWinds, its suppliers, or are publicly available. All rights not
expressly granted under this Agreement are reserved by SolarWinds, its suppliers, or third parties.
All title, rights, and interest in and to content, which may be accessed through the Software, is the
property of the respective owner and may be protected by applicable intellectual property laws
and treaties. This Agreement gives You no rights to such content, including use of the same.
SolarWinds agrees that the data and information (including without limitation, computer software,
computer database, computer software documentation, specifications, design drawings, reports,
blueprints, and the like) generated by the Software from Your proprietary data and information
shall be and remain Your sole property.
5. CONFIDENTIALITY
5.1 "Confidential Information" means any nonpublic or proprietary information, in tangible or
intangible form, that a party to this Agreement ("Disclosing Party") designates as being
confidential by legends or other markings or in a separate writing provided contemporaneous with
the disclosure to the party that receives such information ("Receiving Party"). Confidential
Information includes the Software, Documentation and any other intellectual property or
proprietary rights thereto. Confidential Information shall not include any information, however
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EXCEPT AS EXPRESSLY STATED IN THIS SECTION, TO THE MAXIMUM EXTENT
PERMITTED UNDER APPLICABLE LAW, SOLARWINDS IS PROVIDING AND LICENSING
THE SOFTWARE TO YOU "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS
OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR
PURPOSE.
7. INTELLECTUAL PROPERTY INDEMNIFICATION. SolarWinds Worldwide will
indemnify and hold You harmless from any third party claim brought against You that the
Software, as provided by SolarWinds Worldwide to You under this Agreement and used within
the scope of this Agreement, infringes or misappropriates any U.S. patent, copyright, trademark,
trade secret, or other intellectual property rights of a third party, provided (i) use of the Software
by You is in conformity with the Agreement and Documentation; (ii)the infringement is not caused
by modification or alteration of the Software or Documentation; and/or (iii) the infringement was
not caused by a combination or use of the Software with products not supplied by SolarWinds.
SolarWinds Worldwide's indemnification obligations are contingent upon You: (i) promptly
notifying SolarWinds Worldwide in writing of the claim; (ii) granting SolarWinds Worldwide sole
control of the selection of counsel, defense, and settlement of the claim; and (iii) providing
SolarWinds Worldwide with reasonable assistance, information and authority required for the
defense and settlement of the claim. This Section states SolarWinds' entire liability(and shall be
Company's sole and exclusive remedy) with respect to indemnification to Company.
8. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, IN NO EVENT WILL SOLARWINDS, ITS DIRECTORS, OFFICERS,
AGENTS, SUPPLIERS AND LICENSORS, BE LIABLE TO YOU (WHETHER IN CONTRACT,
TORT (INCLUDING NEGLIGENCE)OR OTHERWISE) (1) FOR MORE THAN THE AMOUNT OF
LICENSE FEES THAT YOU HAVE PAID TO SOLARWINDS IN THE PRECEDING (12)TWELVE
MONTHS FOR THE APPLICABLE SOFTWARE OR (11) FOR ANY INDIRECT, INCIDENTAL,
CONSEQUENTIAL, SPECIAL, PUNITIVE,OR EXEMPLARY DAMAGES, INCLUDING WITHOUT
LIMITATION LOST PROFITS, LOST BUSINESS OPPORTUNITIES, LOSS OF USE OF THE
SERVICE OFFERING, LOSS OF GOODWILL, BUSINESS INTERRUPTION, LOSS OF DATA,
LOST SAVINGS, OR OTHER ECONOMIC DAMAGE , ARISING OUT OF THIS AGREEMENT
OR THE USE OR INABILITY TO USE THE SOFTWARE OR DOCUMENTATION, EVEN IF
SOLARWINDS OR A DEALER AUTHORIZED BY SOLARWINDS HAD BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.
9. Third Party Programs. To the extent the Software is bundled with third party software
programs; these third party software programs are governed by their own license terms, which
may include open source or free software licenses. Nothing in this Agreement limits an end user's
rights under, or grants the end user rights that supersede, the terms of any such third party
software.
10. CHOICE OF LAW AND VENUE. This Agreement shall be governed by the laws of the
State of Texas and of the United States, without regard to any conflict of laws provisions, except
that the United Nations Convention on the International Sale of Goods shall not apply. The parties
agree that the provisions of the Uniform Computer Information Transactions Act shall not apply
to this Agreement. You hereby consent to jurisdiction of the courts of both the state or federal
courts of Texas.
11. COUNTERPARTS AND FACSIMILE SIGNATURE. This Agreement may be executed
in counterparts, each of which shall be deemed an original and all of which shall constitute one
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f
EXHIBIT B
INSURANCE REQUIREMENTS FOR
SERVICE CONTRACTS
Insurance
The Contractor shall procure and maintain for the duration of the Agreement,
Insurance against claims for injuries to persons or damage to property which
may arise from or in connection with the performance of the work hereunder
by the Contractor, their agents, representatives, employees or
subcontractors.
A. Minimum Scope of insurance
Contractor shall obtain insurance of the types described below:
1. Comm erda I General Liablilly insurance shall be written on
ISO occurrence form CG 00 01 and shall cover liability
ansing from premises, operations, Independent contractors,
products-completed operations, personal injury and
advertising Injury, and liability assumed under an Insured
contract. The City shall be named as an insured under the
Contractor's Commercial General Liability insurance policy
with respect to the work performed for the City using ISO
additional insured endorsement CG 20 10 1185 or a
substitute endorsement providing equivalent coverage.
S. Minimum Amounts of insurance
Contractor shall maintain the following insurance limits:
1. Commercial General Liability Insurance shall be written with
limits no less than $1,000,000 each occurrence, $2,000,000
general aggregate and a $2,000,000 products-completed
operations aggregate limit.
C. Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following ,
provisions for Automobile Liability and Commercial General Liability
Insurance•
1. The Contractor's insurance coverage shall be primary
insurance as respect the City. Any Insurance, sell-insurance,
or insurance pool coverage maintained by the City shall be
excess of the Contractor's insurance and shall not contribute I
with it.
2. The Contractor's insurance shall be endorsed to state that
coverage shall not be cancelled by either party, except after