HomeMy WebLinkAboutSpecial Purchase - Renewal of Subscription for Adobe Software Licensing - CDW Governmentpro; •ti.;«.
1316 COUNTY —CITY BUILDING j " �"
f� PHONE 574/235-92$1
227 W. JEFFERSON BOULEVARD
FAx $74/ 235-9171
SOUTH BEND_ 1NDIANA 46601-1 R30�
CITY OF SOUTH BEND JAMES MUELLER, MAYOR
BOARD OF PUBLIC WORKS
January 28, 2020
Ms. Jen Lagoni
CDW Government
75 Remittance Dr., Suite 1515
Chicago, IL 60675-1515
RE: Special Purchase
Dear Ms. Lagoni:
The Board of Public Works, at its meeting held on January 28, 2020, approved the above
referenced special purchase for the subscription renewal for Adobe licensing in the
amount of $35,205.15 per I.C.5-22-10-7.
Enclosed please find the original of the agreement for your signature. Please sign and
return the original agreement to our office and retain a copy for your records.
If you have any further questions regarding this matter, please call this office at (574)
235-9251.
Sincerely,
Linda M. Martin, Clerk
Enclosure
GARY A. GILOT ELIZABETH A. MARADIK THERESE J. DORAU JORDAN V. GATHERS JOSEPH R. MOLNAR
Product Sales and Service Projects Agreement
1"his 1 R01J11C"1" SALES AND SERVICE 1("E 1 ILOJI'C.'1 S AGREEMENT 1 Ml l !T is made as the mt Bala ('(* � I 2020 (the
"Effective Date"") by and between CDW Governmcnt 1..�I C ("Seller") and the Cityof South eA"),
Important Information About These Terms and Conditions
1 A. This Agreement constitutes a binding contract between Customer and Seller and is referred to herein as either "Terms
and Conditions" or this "Agreement".
1 B. Customer consents to receiving electronic records, which may be provided via a Web browser or e-mail application
connected to the Internet; individual consumers may withdraw consent to receiving electronic records or have the record
provided in non -electronic form by contacting Seller. In addition, Internet connectivity requires access services from an Internet
access provider. Contact your local access provider for details. Electronic signatures (or copies of signatures sent via electronic
means) are the equivalent of written and signed documents.
1 C. Customer may issue a purchase order for administrative purposes only. Additional or different terms and conditions
contained in any such purchase order will be null and void. No course of prior dealings between the parties and no usage of trade
will be relevant to determine the meaning of these Terms and Conditions or any purchase order or invoice, or any document in
electronic or written form that is signed and delivered by each of the parties for the performance of Services other than Third
Party Services (each, a "Statement of Work"). This Agreement contains the entire understanding of the parties with respect to the
matters contained herein and supersedes and replaces in its entirety any and all prior communications and contemporaneous
agreements and understandings, whether oral, written, electronic or implied, if any, between the parties with respect to the subject
matter hereof.
2. Governing Law
THESE TERMS AND CONDITIONS, ANY STATEMENTS OF WORK, THE SERVICES HEREUNDER AND ANY SALE
OF PRODUCTS HEREUNDER WILL BE GOVERNED BY THE LAWS OF THE STATE OF INDIANA, WITHOUT
REGARD TO CONFLICTS OF LAWS RULES. ANY ARBITRATION, ENFORCEMENT OF AN ARBITRATION OR
LITIGATION WILL BE BROUGHT EXCLUSIVELY IN ST. JOSEPH COUNTY, INDIANA, AND CUSTOMER CONSENTS
TO THE JURISDICTION OF THE FEDERAL AND STATE COURTS LOCATED THEREIN, SUBMITS TO THE
JURISDICTION THEREOF AND WAIVES THE RIGHT TO CHANGE VENUE. CUSTOMER FURTHER CONSENTS TO
THE EXERCISE OF PERSONAL JURISDICTION BY ANY SUCH COURT WITH RESPECT TO ANY SUCH
PROCEEDING. Except in the case of nonpayment, neither party may institute any action in any form arising out of these Terms
and Conditions more than one (1) year after the cause of action has arisen. The rights and remedies provided Seller under these
Terms and Conditions are cumulative, are in addition to, and do not limit or prejudice any other right or remedy available at law
or in equity.
3. Title; Risk of Loss
If Customer provides Seller with Customer's carrier account number or selects a carrier other than a carrier that regularly ships
for Seller, title to Products and risk of loss or damage during shipment pass from Seller to Customer upon delivery to the carver
(F.O.B. Origin, freight collect). For all other shipments, title to Products and risk of loss or damage during shipment pass from
Seller to Customer upon delivery to the specified destination (F.O.B. Destination, freight prepaid and added). Notwithstanding
the foregoing, title to software will remain with the applicable licensor(s), and Customer's rights therein are contained in the
license agreement between such licensor(s) and Customer.
4. Services
4A. Customer may order services (collectively, "Services") from or through Seller from time to time. Certain Services may
be provided by third parties, including, but not limited to, extended warranty service by manufacturers, and are sold by Seller as a
distributor or sales agent ("Third Party Services").
4B. In the case of Third Party Services, Customer shall consider the third party to be the contracting party and the third
party shall be the party responsible for providing the services to the Customer and Customer will look solely to the third party for
any loss, claims or damages arising from or related to the provision of such Third Party Services. Customer and Customer's
Affiliates (defined below) hereby release Seller and Seller's Affiliates (defined below) from any and all claims arising from or
relating to the purchase or provision of any such Third Parties Services. Any amounts, including, but not limited to, taxes,
associated with Third Party Services which may be collected by Seller will be collected solely in the capacity as an independent
sales agent. "Affiliate" means, with respect to a party, an entity that controls, is controlled by, or is under common control with
such party.
4C. Where Services are ordered in a Statement of Work, each Statement of Work hereby incorporates these Terms and
Conditions and constitutes a separate agreement with respect to the Services performed. Seller, or any of its Affiliates on behalf
of Seller, may execute a Statement of Work. In the event of an addition to or a conflict between any term or condition of the
Statement of Work and these Terms and Conditions, the Terms and Conditions will control, except as expressly amended in the
applicable Statement of Work by specific reference to this Agreement. Each such amendment will be applicable only with respect
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to such Statement of Work and not to future Statements of Work. Changes to the scope of the Services described in a Statement
of Work will be made only in a writing executed by authorized representatives of both parties. Seller will have no obligation to
commence work in connection with any such change, unless and until the change is agreed upon in that writing executed by both
parties. All such changes to the scope of the Services will be governed by these Terms and Conditions and the applicable
Statement of Work. Each Statement of Work may be signed in separate counterparts each of which shall be deemed an original
and all of which together will be deemed to be one original.
5. Cooperation
5A. In addition to any specific Customer duties set forth in any applicable Statement of Work, Customer agrees to
cooperate with Seller in connection with performance of the Services by providing (i) timely responses to Seller's inquiries and
requests for approvals and authorizations, (ii) access to any information or materials reasonably requested by Seller which are
necessary or useful as determined by Seller in connection with providing the Services, including, but not limited to, physical and
computer access to Customer's computer systems, and (iii) all Required Consents necessary for Seller to provide the Services.
"Required Consents" means consents or approvals required to give Seller, its Affiliates, and its and their subcontractors the right
or license to access, use and modify all data and third party products. Customer acknowledges and agrees that the Services are
dependent upon the completeness and accuracy of information provided by Customer and the knowledge and cooperation of the
agents, employees or subcontractors ("Personnel") engaged or appointed by Customer who are selected by Customer to work
with Seller.
5B. Seller will follow all reasonable Customer security rules and procedures, as communicated in writing by Customer to
Seller from time to time.
6. Access
Seller may perform the Services at Customer's place of business, at Seller's own facilities or such other locations as Seller and
Customer deem appropriate. When the Services are performed at Customer's premises, Seller will attempt to perform such
Services within Customer's normal business hours unless otherwise jointly agreed to by the parties. Customer will also provide
Seller access to Customer's staff and any other Customer resources (and when the Services are provided at another location
designated by Customer, the staff and resources at such location) that Seller determines are useful or necessary for Seller to
provide the Services. When the Services are provided on Customer's premises or at another location designated by Customer,
Customer agrees to maintain adequate insurance coverage to protect Seller and Customer's premises and to indemnify and hold
Seller and its Affiliates, and its and their agents and employees harmless from any loss, cost, damage or expense (including, but
not limited to, attorneys' fees and expenses) arising out of any product liability, death, personal injury or property damage or
destruction occurring at such location in connection with the performance of the Services, other than solely as a result of Seller's
gross negligence or willful misconduct.
7. Payment
7A. Orders are not binding upon Seller until accepted by Seller. Customer agrees to pay the total purchase price for the
Products plus shipping (to the extent shipping is not prepaid by Customer), including shipping charges that are billed to Seller as
a result of using Customer's carrier account number. Terms of payment are within Seller's sole discretion. In connection with
Services being performed pursuant to a Statement of Work, Customer will pay for the Services in the amounts and in accordance
with any payment schedule set forth in the applicable Statement of Work. If no payment schedule is provided, Customer will pay
for the Services as invoiced by Seller. Invoices are due and payable within the time period specified on the invoice, measured
from the date of invoice, subject to continuing credit approval by Seller. Seller, or any of its Affiliates on behalf of Seller may
issue an invoice to Customer. Seller may invoice Customer separately for partial shipments, and Seller may invoice Customer for
all of the Services described in a Statement of Work or any portion thereof. Customer agrees to pay interest on all past -due sums
at the lower of one and one-half percent (1.5%) per month or the highest rate allowed by law. Customer will pay for, and will
indemnify and hold Seller and its Affiliates harmless from, any applicable sales, use, transaction, excise or similar taxes and any
federal, state or local fees or charges (including, but not limited to, environmental or similar fees), imposed on, in respect of or
otherwise associated with any Statement of Work, the Products or the Services. Customer must claim any exemption from such
taxes, fees or charges at the time of purchase and provide Seller with the necessary supporting documentation. In the event of a
payment default, Customer will be responsible for all of Seller's costs of collection, including, but not limited to, court costs,
filing fees and attorneys' fees. In addition, if payments are not received as described above, Seller reserves the right to suspend
Services until payment is received.
7B. Customer hereby grants to Seller a security interest in the Products to secure payment in full. Customer authorizes
Seller to file a financing statement reflecting such security interest. Except as otherwise specified on an applicable Statement of
Work, Customer will reimburse Seller for all reasonable out-of-pocket expenses incurred by Seller in connection with the
performance of the Services, including, but not limited to, travel and living expenses.
8. Export Sales
If this transaction involves an export of items (including, but not limited to, commodities, software or technology) subject to the
Export Administration Regulations, such items were exported from the United States by Seller in accordance with the Export
Administration Regulations. Customer agrees that it will not divert, use, export or re-export such items contrary to United States
law. Customer expressly acknowledges and agrees that it will not export, re-export, or provide such items to any entity or person
within any country that is subject to United States economic sanctions imposing comprehensive embargoes without obtaining
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prior authorization from the United States Government. The list of such countries subject to United States economic sanctions or
embargoes may change from time to time but currently includes Cuba, Iran, Sudan, and Syria. Customer also expressly
acknowledges and agrees that it will not export, re-export, or provide such items to entities and persons that are ineligible under
United States law to receive such items, including but not limited to, any person or entity on the United States Treasury
Department's list of Specially Designated Nationals or on the United States Commerce Department's Denied Persons List, Entity
List, or Unverified List. In addition, manufacturers' warranties for exported Products may vary or may be null and void for
Products exported outside the United States.
9. Warranties
9A. Customer understands that Seller is not the manufacturer of the Products purchased by Customer hereunder and the
only warranties offered are those of the manufacturer, not Seller or its Affiliates. In purchasing the Products, Customer is relying
on the manufacturer's specifications only and is not relying on any statements, specifications, photographs or other illustrations
representing the Products that may be provided by Seller or its Affiliates. SELLER AND ITS AFFILIATES HEREBY
EXPRESSLY DISCLAIM ALL WARRANTIES EITHER EXPRESS OR IMPLIED, RELATED TO PRODUCTS,
INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF TITLE, ACCURACY, MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE, WARRANTY OF NONINFRINGEMENT, OR ANY WARRANTY RELATING TO
THIRD PARTY SERVICES. THE DISCLAIMER CONTAINED IN THIS PARAGRAPH DOES NOT AFFECT THE TERMS
OF ANY MANUFACTURER'S WARRANTY. Customer expressly waives any claim that it may have against Seller or its
Affiliates based on any product liability or infringement or alleged infringement of any patent, copyright, trade secret or other
intellectual property rights (each a "Claim") with respect to any Product and also waives any right to indemnification from Seller
or its Affiliates against any such Claim made against Customer by a third party. Customer acknowledges that no employee of
Seller or its Affiliates is authorized to make any representation or warranty on behalf of Seller or any of its Affiliates that is not in
this Agreement.
Seller makes no warranties to the Customer and the Customer hereby acknowledges that Seller makes no warranties in regard to
the applicability of all laws and regulations affecting, without limitation the manufacture, performance, sale, packaging and
labelling of the Products which are in force within the Customer's territory.
Customer further acknowledges and agrees that Seller makes no representations, warranties or assurances that the Products are
designed for or suitable for use in any high risk environment, including but not limited to aircraft or automobile safety devices or
navigation, life support systems or medical devices, nuclear facilities, or weapon systems, and Customer agrees to indemnify
Seller in connection with any such use of the Products. Customer further agrees to review and comply with the manufacture's
disclaimers and restrictions regarding the use of the Products in high risk environments.
9B. Seller warrants that the Services will be performed in a good and workmanlike manner. Customer's sole and exclusive
remedy and Seller's entire liability with respect to this warranty will be, at the sole option of Seller, to either (a) use its reasonable
commercial efforts to reperform or cause to be reperformed any Services not in substantial compliance with this warranty or (b)
refund amounts paid by Customer related to the portion of the Services not in substantial compliance; provided, in each case,
Customer notifies Seller in writing within five (5) business days after performance of the applicable Services. EXCEPT AS SET
FORTH HEREIN OR IN ANY STATEMENT OF WORK THAT EXPRESSLY AMENDS SELLER'S WARRANTY, AND
SUBJECT TO APPLICABLE LAW, SELLER MAKES NO OTHER, AND EXPRESSLY DISCLAIMS ALL OTHER,
REPRESENTATIONS, WARRANTIES, CONDITIONS OR COVENANTS, EITHER EXPRESS OR IMPLIED (INCLUDING
WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS OF FITNESS FOR A
PARTICULAR PURPOSE, MERCHANTABILITY, DURABILITY, TITLE, ACCURACY OR NON -INFRINGEMENT)
ARISING OUT OF OR RELATED TO THE PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES,
INCLUDING BUT NOT LIMITED TO ANY WARRANTY RELATING TO THIRD PARTY SERVICES, ANY WARRANTY
WITH RESPECT TO THE PERFORMANCE OF ANY HARDWARE OR SOFTWARE USED IN PERFORMING SERVICES
AND ANY WARRANTY CONCERNING THE RESULTS TO BE OBTAINED FROM THE SERVICES. THIS DISCLAIMER
AND EXCLUSION SHALL APPLY EVEN IF THE EXPRESS WARRANTY AND LIMITED REMEDY SET FORTH
HEREIN FAILS OF ITS ESSENTIAL PURPOSE. CUSTOMER ACKNOWLEDGES THAT NO REPRESENTATIVE OF
SELLER OR OF ITS AFFILIATES IS AUTHORIZED TO MAKE ANY REPRESENTATION OR WARRANTY ON BEHALF
OF SELLER OR ANY OF ITS AFFILIATES THAT IS NOT IN THIS AGREEMENT OR IN A STATEMENT OF WORK
EXPRESSLY AMENDING SELLER'S WARRANTY.
9C. Customer shall be solely responsible for daily back-up and other protection of its data and software against loss,
damage or corruption. Customer shall be solely responsible for reconstructing data (including but not limited to data located on
disk files and memories) and software that may be lost, damaged or corrupted during the performance of Services. SELLER, ITS
AFFILIATES, AND ITS AND THEIR SUPPLIERS, SUBCONTRACTORS AND AGENTS ARE HEREBY RELEASED AND
SHALL CONTINUE TO BE RELEASED FROM ALL LIABILITY IN CONNECTION WITH THE LOSS, DAMAGE OR
CORRUPTION OF DATA AND SOFTWARE, AND CUSTOMER ASSUMES ALL RISK OF LOSS, DAMAGE OR
CORRUPTION OF DATA AND SOFTWARE IN ANY WAY RELATED TO OR RESULTING FROM THE SERVICES.
9D. Seller will not be responsible for and no liability shall result to Seller or any of its Affiliates for any delays in delivery
or in performance which result from any circumstances beyond Seller's reasonable control, including, but not limited to, Product
unavailability, carrier delays, delays due to fire, severe weather conditions, failure of power, labor problems, acts of war,
terrorism, embargo, acts of God or acts or laws of any government or agency. Any shipping dates or completion dates provided
by Seller or any purported deadlines contained in a Statement of Work or any other document are estimates only.
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10. Pricing Information; Availability Disclaimer
Seller reserves the right to make adjustments to pricing, Products and Service offerings for reasons including, but not limited to,
changing market conditions, Product discontinuation, Product unavailability, manufacturer price changes, supplier price changes
and errors in advertisements. All orders are subject to Product availability and the availability of Personnel to perform the
Services. Therefore, Seller cannot guarantee that it will be able to fulfill Customer's orders. If Services are being performed on a
time and materials basis, any estimates provided by Seller are for planning purposes only.
11. Credits
Any credit issued by Seller to Customer for any reason must be used within two (2) years from the date that the credit was issued
and may only be used for future purchases of Products and/or Services. Any credit or portion thereof not used within the two (2)
year period will automatically expire.
12. Limitation of Liability
UNDER NO CIRCUMSTANCES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY
REMEDY SET FORTH HEREIN, WILL SELLER, ITS AFFILIATES OR ITS OR THEIR SUPPLIERS,
SUBCONTRACTORS OR AGENTS BE LIABLE FOR: (A) ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE
OR CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, BUSINESS,
REVENUES OR SAVINGS, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITIES OF SUCH
DAMAGES OR IF SUCH DAMAGES ARE OTHERWISE FORESEEABLE, IN EACH CASE, WHETHER A CLAIM
FOR ANY SUCH LIABILITY IS PREMISED UPON BREACH OF CONTRACT, WARRANTY, NEGLIGENCE,
STRICT LIABILITY OR OTHER THEORY OF LIABILITY; (B) ANY CLAIMS, DEMANDS OR ACTIONS
AGAINST CUSTOMER BY ANY THIRD PARTY; (C) ANY LOSS OR CLAIM ARISING OUT OF OR IN
CONNECTION WITH CUSTOMER'S IMPLEMENTATION OF ANY CONCLUSIONS OR RECOMMENDATIONS
BY SELLER OR ITS AFFILIATES BASED ON, RESULTING FROM, ARISING OUT OF OR OTHERWISE
RELATED TO THE PRODUCTS OR SERVICES; OR (D) ANY UNAVAILABILITY OF THE PRODUC T FOR USE
OR ANY LOST, DAMAGED OR CORRUPTED DATA OR SOFTWARE. IN THE EVENT OF ANY LIABILITY
INCURRED BY SELLER OR ANY OF ITS AFFILIATES, THE ENTIRE LIABILITY OF SELLER AND ITS
AFFILIATES FOR DAMAGES FROM ANY CAUSE WHATSOEVER WILL NOT EXCEED THE LESSER OF: (A)
THE DOLLAR AMOUNT PAID BY CUSTOMER FOR THE PRODUCT(S) GIVING RISE TO THE CLAIM OR THE
SPECIFIC SERVICES GIVING RISE TO THE CLAIM; OR (B) $50,000.00.
13. Limited License
Customer's sole rights to the work product, materials and other deliverables to be provided or created (individually or jointly) in
connection with the Services, including but not limited to, all inventions, discoveries, methods, processes, formulae, ideas,
concepts, techniques, know-how, data, designs, models, prototypes, works of authorship, computer programs, proprietary tools,
methods of analysis and other information (whether or not capable of protection by patent, copyright, trade secret, confidentiality,
or other proprietary rights) or discovered in the course of performance of this Agreement that are embodied in such work or
materials ("Work Product") will be, upon payment in full, a non -transferable, non-exclusive, royalty -free license to use such
Work Products solely for Customer's internal use. Customer will have no ownership or other property rights thereto and
Customer shall have no right to use any such Work Product for any other purpose whatsoever. Customer acknowledges that
Sellers may incorporate intellectual property created by third parties into the Work Product ("Third Party Intellectual Property").
Customer agrees that its right to use the Work Product containing Third Party Intellectual Property may be subject to the rights of
third parties and limited by agreements with such third parties.
14. Confidential Information
14A. Each party anticipates that it may be necessary to provide access to information of a confidential nature of such party,
the Affiliates or a third party (hereinafter referred to as "Confidential Information") to the other party in the performance of this
Agreement and any Statement of Work. "Confidential Information" means any information or data in oral, electronic or written
form which the receiving party knows or has reason to know is proprietary or confidential and which is disclosed by a party in
connection with this Agreement or which the receiving party may have access to in connection with this Agreement, including
but not limited to the terms and conditions of each Statement of Work. Confidential Information will not include information
which: (a) becomes known to the public through no act of the receiving party; (b) was known to the receiving party, or becomes
known to the receiving party from a third party having the right to disclose it and having no obligation of confidentiality to the
disclosing party with respect to the applicable information; or (c) is independently developed by agents, employees or
subcontractors of the receiving party who have not had access to such information. To the extent practicable, Confidential
Information should be clearly identified or labeled as such by the disclosing party at the time of disclosure or as promptly
thereafter as possible, however, failure to so identify or label such Confidential Information will not be evidence that such
information is not confidential or protectable.
14B. Each party agrees to hold the other Party's Confidential Information confidential for a period of three (3) years
following the date of disclosure and to do so in a manner at least as protective as it holds its own Confidential Information of like
kind but to use no less than a reasonable degree of care. Disclosures of the other Party's Confidential Information will be
restricted (i) to those individuals who are participating in the performance of this Agreement or the applicable Statement of Work
and need to know such Confidential Information for purposes of providing or receiving the Products or Services or otherwise in
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connection with this Agreement or the applicable Statement of Work, or (ii) to its business, legal and financial advisors, each on a
confidential basis. Each party agrees not to use any Confidential Information of the other Party for any purpose other than the
business purposes contemplated by this Agreement and the applicable Statement of Work. Upon the written request of a party,
the other party will either return or certify the destruction of the Confidential Information of the other party.
14C. If a receiving party is required by law, rule or regulation, or requested in any judicial or administrative proceeding or by
any governmental or regulatory authority, to disclose Confidential Information of the other Party, the receiving party will give the
disclosing party prompt notice of such request so that the disclosing party may seek an appropriate protective order or similar
protective measure and will use reasonable efforts to obtain confidential treatment of the Confidential Information so disclosed.
15. Return Privileges
Seller allows Customer returns based on the policies of the original product manufacturer. Software is not returnable if the
packaging has been opened. If software was distributed electronically, it is not returnable if the licenses were downloaded. For
additional information see Seller's full Product Return Policy at
http://webobjects.edw.con/webobjects/docs/PDFs/Retum_Policy.pdf. Customer should contact Seller Customer Relations at
866.SVC.4CDW or e-mail CustomerRelations@web.cdw.com to initiate a return or for additional information. Customer must
notify Seller Customer Relations of any damaged Products within fifteen (15) days of receipt.
16. Term and Termination
This Agreement is effective beginning on the Effective Date and will continue in full force and effect for two (2) years, unless
earlier terminated as provided for herein. The Parties may renew this Agreement for additional one (1) year terms on the same
terms and conditions contained herein upon written agreement prior to the expiration of the then -current term.
Either party may terminate performance of a Service or a Statement of Work for cause if the other party fails to cure a material
default in the time period specified herein. Any material default must be specifically identified in a written notice of termination.
After written notice, the notified party will, subject to the provision of warranties herein, have thirty (30) days to remedy its
performance except that it will only have ten (10) days to remedy any monetary default. Failure to remedy any material default
within the applicable time period provided for herein will give cause for immediate termination, unless such default is incapable
of being cured within the time period in which case the defaulting party will not be in breach (except for Customer's payment
obligations) if it used its reasonable efforts to cure the default. In the event of any termination of the Services or a Statement of
Work, Customer will pay Seller for all Services performed and expenses incurred up to and including the date of termination plus
any termination fee if one is set forth in the applicable Statement of Work. In such event Customer will also pay Seller for any
out-of-pocket demobilization or other direct costs resulting from termination. Upon termination, all fights and obligations of the
parties under this Agreement will automatically terminate except for any right of action occurring prior to termination, payment
obligations and obligations that expressly or by implication are intended to survive termination (including, but not limited to,
limitation of liability, indemnity, confidentiality, or licensing of Work Product and this survival provision).
17. Provisions Related to Custom Imaging
If in connection with the provision of Products or Services, Customer desires to have Seller provide installation of custom
software images, Customer will be required to execute an Installation Indemnity Agreement, a form of which is provided at
http://www.cdw.com/fonns/indemnity/app.aspx
18. Arbitration
Any claim, dispute, or controversy (whether in contract, tort or otherwise, whether preexisting, present or future, and including,
but not limited to, statutory, common law, intentional tort and equitable claims) arising from or relating to the Products, the
Services, the interpretation or application of these Terms and Conditions or any Statement of Work or the breach, termination or
validity thereof, the relationships which result from these Terms and Conditions or any Statement of Work (including, to the full
extent permitted by applicable law, relationships with third parties who are not signatories hereto), or Seller's or any of its
Affiliates' advertising or marketing (collectively, a "Claim") WILL BE RESOLVED, UPON THE ELECTION OF ANY OF
SELLER, CUSTOMER OR THE THIRD PARTIES INVOLVED, EXCLUSIVELY AND FINALLY BY BINDING
ARBITRATION. If arbitration is chosen, it will be conducted pursuant to the Rules of the American Arbitration Association. If
arbitration is chosen by any party with respect to a Claim, neither Seller nor Customer will have the right to litigate that Claim in
court or to have a jury trial on that Claim or to engage in pre -arbitration discovery, except as provided for in the applicable
arbitration rules or by agreement of the parties involved. Further, Customer will not have the right to participate as a
representative or member of any class of claimants pertaining to any Claim. Notwithstanding any choice of law provision
included in these Terms and Conditions, this arbitration agreement is subject to the Federal Arbitration Act (9 U.S.C. §§ 1-16).
The arbitration will take place exclusively in Chicago, Illinois. Any court having jurisdiction may enter judgment on the award
rendered by the arbitrator(s). Each party involved will bear its own cost of any legal representation, discovery or research
required to complete arbitration. The existence or results of any arbitration will be treated as confidential. Notwithstanding
anything to the contrary contained herein, all matters pertaining to the collection of amounts due to Seller arising out of
the Products or Services will be exclusively litigated in court rather than through arbitration.
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19. Notices
Notices provided under this Agreement will be given in writing and deemed received upon the earlier of actual receipt or three
(3) days after mailing if mailed postage prepaid by regular mail or airmail to the address stated below, or one (1) day after such
notice is sent by courier or facsimile transmission. Electronic signatures (or copies of signatures sent via electronic means) are the
equivalent of written and signed documents.
Seller Notice Address:
With a courtesy copy to:
CDW Government LLC
CDW Government LLC
Attn: General Counsel
Attn: Director, Program Sales
230 N. Milwaukee Avenue
2 Corporate Drive, Suite 800
Vernon Hills, IL 60061
Shelton, CT 06484
If Electronically:
ContMgt@cdw.com
Customer Notice Address:
Attn:
If Electronically:
19. Miscellaneous
Seller may assign or subcontract all or any portion of its rights or obligations with respect to the sale of Products or the
performance of Services or assign the right to receive payments, without Customer's consent. Customer may not assign these
Terms and Conditions, or any of its rights or obligations herein without the prior written consent of Seller. Subject to the
restrictions in assignment contained herein, these Terms and Conditions will be binding on and inure to the benefit of the parties
hereto and their successors and assigns. No provision of this Agreement or any Statement of Work will be deemed waived,
amended or modified by either party unless such waiver, amendment or modification is in writing and signed by both parties. The
relationship between Seller and Customer is that of independent contractors and not that of employer/employee, partnership or
joint venture. If any term or condition of this Agreement or a Statement of Work is found by a court of competent jurisdiction to
be invalid, illegal or otherwise unenforceable, the same shall not affect the other terms or conditions hereof or thereof or the
whole of this Agreement or the applicable Statement of Work, Not ices provided under this Agreeinem will; be given in writing
and deemed received upon the carlier of actual receipt or three (3) days after mailing if mailed postage prepaid by regular mail or
ainnail or one (1) day after such notice is sent by courier or facsimile transmission. Any delay or failure by either party to
exercise any right or remedy will not constitute a waiver of that party to thereafter enforce such rights. Those terms and
conditions which would, by their meaning or intent, survive the termination of this Agreement shall so survive. This Agreement
may be signed in separate counterparts, each of which shall be deemed an original, and all of which together will be deemed to be
one original.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized officers as of the
date and year first set forth above.
SELLER: CDW GOVERNMENT LLC
CUSTOMER:
By: — ..
By:
Name:
Name:
Title:
v_._..__�........�
Title:
Address of Principal Place of Business:
Address of Principal Place
230 North Milwaukee Avenue
Vernon Hills, IL 60061
Phone Number:
Email:
FEIN Numbers
D&B D-U-N-S Number:
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DEAR SHAWN DELAHANATY,
Thank you for considering CDW•G for your computing needs. The details of your quote are below. Click
here to convert your quote to an order.
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UNSPSC:43232112
Electronic distribution - NO MEDIA
Contract: MARKET
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UNSPSC: 43232102
Electronic distribution - NO MEDIA
Contract: MARKET
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UNSPSC:43232102
Electronic distribution - NO MEDIA
Contract: MARKET
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UNSPSC:43232112
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Contract: MARKET
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UNSPSC:43232112
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Contract: MARKET
PURCHASER BILLING INFO
Billing Address:
CITY OF SOUTH BEND
ACCTS PAYABLE
227 W JEFFERSON BLVD STE 1200
SOUTH BEND, IN 46601-1830
Phone: (574) 245-6000
Payment Terms: Net 30 Days-Govt State/
DELIVER TO
�UIPJUWED
5051525
5053047
5419143
5418954
UNIT PRICE EXT. PRICE
$391.01 $1,564.04
$391.01
$869.81
$169.57
$157.60
SUBTOTAL
SHIPPING
SALES TAX
GRAND TOTAL I
Please remit payments to:
$2,737.07
$23,484.87
$169.57
$7,249.60
$35,205.15
$0.00
$0.00
$35,205.15
Shipping Address:
CITY OF SOUTH BEND- WASTEWATER
WASTEWATER OFFICE
3113 RIVERSIDE DR
SOUTH BEND, IN 46628-3515
Shipping Method: ELECTRONIC DISTRIBUTION
FWAIG An-nw't Tr �rfi loii ;; fid
0 V'!1 (866) 245-8102
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This quote is subject to CDW's Terms and Conditions of Sales and Service Projects at
r2l!
For more information, contact a COW account manager
@ 2020 CDW-G LLC, 200 N. Milwaukee Avenue, Vernon Hills, IL 60061 1 800.808.4239
COW Government
75 Remittance Drive
Suite 1515
Chicago, IL 60675-1515
jennandmeagan@cdwg,com
Page 2 of 2
BOARD OF PUBLIC WORKS
AGENDA ITEM REVIEW REQUEST FORM
Date 1/21/2020
Name Sue Gerlach. Department IT
BPW Date 1/28/2020 Phone Extension 6209
G,�uuuuumuuww .wursiemwaurnw iuwvY;,wm mmmimmmmmmwmim�mmmmmmmmmmmmmmmw�imwwuwuuwa mmmmmmmmam�Mlffiwwwwwv�v�v�w.w.v va �ssmmax, ivwroiv:
Review and laproval Re�t�zl Prior to Submittal to Board
.._ .....
Diversity Compliance �..__ _....... ._._
and Inclusion Officer ❑ Officer Name
BPW Attorney;
Attorney Name Clara McDaniels
Dept. Attorney
Attorney Name Sandra l enned
Purchasing
Michael Schmidt
Check the
Professional Services Agreement
Open Market Contract
FI Bid Opening
Quote Opening
❑ Proposal Opening
❑ Chg. Order, No.
® Other: Special Purchase
under IC 5-22-10-7
ite ItItemIT hype,,, :
Contract
Amendment/Addendum
E] Bid Award
Quote Award
C/O & PCA No.
❑, Traffic Control
Reauired Information
All Submissions
U Proposal
El Special Purchase, QPA
❑I Req. to Advertise
Reject Bids/Quotes
❑ PCA
❑ Resolution
❑ Ease./Encroach
❑ Title Sheet
Company or Vendor Name
CDW Government
If Yes, Approved by P ...... h
❑ Ye ❑ pp d by Purchasing
New Vendor
No
MBE/WBE Contractor
❑ WBE Completed E-Verify Form Attached
Nos
ProjectName
ayAdobe Licensing...................�.�.�.�.�.........._.............................................. .....ww
Project Number
N/A
Funding Source
IT O eratin
Account No.
279-0672-415-36.04
Amount
$35,205.15
Terms of Contract
1 Year throu 2/5/2021
w.— ...._h m_m ...............�� m,� ... _.._...... ..
Purpose/Description
_ Annual subscription renewal for Adobe
Licensing
m_
For+tg Orders.
Amount of
Increase $
Decrease ($ )
Previous Amount
$ � m ,_.�................. ......
Increase %
.......... ......o.....................................................................
Current Percent of Change:
e:
Decrease /o)
New Amount
$
Increase /o
Total Percent of Change:
Decrease /
Time Extension Amount:
—
New Completion Date:
Information Technologies Department
TO: The Board of Public Works
FROM: Information Technologies Department
SUBJECT: Adobe Software Renewal - QPA
DATE: 1 /21 /2020
Members of the Board -
We are submitting for your review and approval the annual QPA renewal of our
Adobe product licensing. The following products are in use by members of DCI,
Water Works, Sustainability, Finance, Legal, Clerk, Police, HR, Innovation,
Safety & Risk, VPA, Century Center, Code Enforcement, Waste Water, Streets,
Engineering, Mayor's Office and Building Department.
• Acrobat Pro — 1 License
• Acrobat Standard — 46 Licenses
• Creative Cloud all Apps — 27 Licenses
• Adobe InDesign — 4 Licenses
• Adobe Photoshop — 7 Licenses
Total Cost = $35,205.15
Thank you for your consideration,
Sue Gerlach
Cc: Daniel Parker
Ben Dougherty
Amy Shirk
Clara McDaniels
Sandra Kennedy
Michael Schmidt