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Home My WebLink About2013-375 Agrmt - Trebron Company SOPHOS T1 e p✓ r O ga Platinum Partner vmw.trebron.com . _ I COMPANY INC. Date: October 30, 2013 Buyer: City of Ashland, OR Trebron Account Executive: Scott Griffin Trebron Company, Inc- 5506 35'" Ave. N. E. Seattle, WA 98105 Mailing 90 N. Mountain Ave. Telephone: 206-527-3477 Corporate Address: Ashland, OR 97520 _ Telephone: 800-499-3079 Toll Free Email: sgriffin(a trebron.com Purchase Agreement with Non Appropriation The Parties hereto, Buyer, City of Ashland, OR and Seller, Trebron Company, Inc. hereby agree as follows: 1. Description: Buyer agrees to purchase from Seller, "Product" as listed in the table below for $7,278.00 (Seven Thousand Two Hundred Seventy Eight United States Dollars and 001100), plus applicable shipping costs & sales tax, unless Buyer is exempt from the payment of such tax and provides Seller with evidence of such exemption. Qty Included Components Term Total Price Users Months $USD 315 So hos EndUser Protection 36 $7 278.00 2. Payment: To be made to Seiler in three annual installments of $2,426.00 each. The first payment is due on or before March 1, 2014. The second payment is due on or before March 1, 2015. The third and final payment is due on or before March 1, 2016. Payment Terms are net thirty (30) days. All payments shall be by check made payable to Trebron Company, Inc. at the address listed above. 3. Term: Buyer's license for the product expires on approx. 3-23-17 (3 years). 4. Representations: Buyer understands that Seller is a reseller of hardware and software products. Buyer acknowledges that it has not relied on any representations by Seller and has independently investigated the products and determined the suitability of the products for Buyers intended purposes. 5. Warranty: Seller shall pass through to Buyer any original manufacturers' warranties for Product acquired by Seiler for Buyer, including Licensor's warranties for Product. Except for the foregoing, Seller shall deliver the Product "as is" and Seller makes no other warranty, express or implied, including any warranty of merchantability or fitness for a particular purpose. 6. Limitation of Liability: Under no circumstances will Seller be liable for any incidental, indirect, special or consequential damages from Buyer or any third party, including damages for lost revenue, profits, data or use even if Seller has been advised of the possibility of such damages. In no event shall Sellers entire liability under this agreement exceed the price of the products under this Agreement. 7. Indemnification: Buyer shall defend, indemnify and hold harmless Seller, it's employees and agents from and against all damages, claims and liabilities of every nature whatsoever, including, but not limited to, reasonable legal expenses, arising in connection with or out of the improper or unauthorized operation use or repair of the products furnished to Buyer. 8. Late Fees: Late payments shall accrue interest beginning from the payment date at a rate of eighteen percent (18%) per annum, or at the maximum allowable legal rate whichever is lower. In the event that any payment or amount owed is more than ninety (90) days past due, in addition to accrued fees and costs, Seller may declare the entire amount due and owing. Buyer's failure to pay under this agreement may result in termination of Buyer's software license. 9. Cancellation: Once Seller has accepted Buyer's order Buyer cannot cancel the agreement, in whole or in part, without Seller's express written consent except as noted in the "Non Appropriation" below. Such cancellation is conditioned upon. Buyer's reimbursement to seller for all costs incurred by Seller in connection with the order up to the time of cancellation including, but not limited to, Seller's cost for cancellation. 10. Attorneys' Fees: In the event any cost or expense, including reasonable attorney's fees ("Costs") are incurred in the enforcement of this Agreement, the prevailing party shall be entitled, in addition to damages, to reimbursement for all such Costs. Seattle, WA (Corporate) 5506 35i° Ave NE, Seattle, WA 98105 1 Office (266) 527-3477 1 Fax (206) 527.4288 Spokane, WA Office (800) 499-3079 1 Fax (206) 5271288 Springfield, MO Office (417) 473-9199 1 Fax (206) 527-4288 Page 1 of 3 11, Governing Law: This Agreement shall be construed and interpreted in accordance with the laws of the State of Washington. Venue for any and all actions shall be in the state of or federal courts, King County, Washington. 12. Software: Buyer will negotiate all software license provisions of Product directly with the Licensor. 13. Miscellaneous: This Agreement must be executed on or before 10-31-13 or it becomes void. 14. Waiver: The waiver of any breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach and shall be effective only if in writing. 15. Severability: If any provision of this Agreement is deemed invalid or unenforceable, the other provisions of this Agreement shall remain in full force and effect. 16. Entire Agreement: This Agreement constitutes the entire Agreement of the parties and may not be amended or superseded except in writing signed by the parties. . Non Appropriation Clause: Furthermore, Buyer covenants and represents to Seller that: (a) Buyer has budgeted and hasavailable for the current fiscal year sufficient funds to comply with its obligations under this agreement; (b) There are no present circumstances with Buyer that could reasonably be expected to adversely affect Buyer's ability to budget funds for the payment of all sums due under this agreement; (c) Buyer believes that funds can be obtained in amounts sufficient to make all Payments during the term of the agreement and intends to make all required Payments for the full term of the contract; (d) Buyer covenants that it will do all things within its power to obtain, maintain and properly request and pursue funds from which Payments may be made, specifically including in its annual budget requests amounts sufficient to make Payments for the full term of this agreement; and (e) Buyer will not give priority in the appropriation of funds for the acquisition or use of additional property performing functions similar to the Product(s). Notwithstanding the foregoing, Buyer agrees (a) that it will undertake all reasonable efforts to obtain appropriations of funds for all fiscal periods during which this Agreement is scheduled to remain in effect: (b) that if this Agreement is terminated in accordance with the preceding paragraph, Buyer will not purchase, lease, rent, receive for free, subscribe or use any equipment or services which perform the same or similar functions as, or functions taking the place of, those performed by the equipment, software and services provided by Seller under this agreement, and shall not permit such functions to be performed by its own employees or by any agency or entity affiliated with or hired by Buyer for the balance of the fiscal period in which such termination occurs of the next succeeding fiscal period(s) thereafter; and (c) that Buyer will not, during the Term of this Agreement, give priority in the application of funds to any other functionally similar equipment or services. Seller has the legal right to perform or have performed an audit of your systems to insure that you in fact have not installed any product or services on your computer(s). If Buyer has in fact installed any software or hardware products that perform similar or the same functions of these products than Buyer is both liable to fulfill the original contract in full and pay for the reasonable cost of such an audit. Buyer agrees to provide Seller with an opinion of its counsel relating to the circumstances of non-appropriation. Date: l7 I' 13 Date: I ds l • 1J Trebron Company, Inc. Cit of Ashlind, OR Signature Si nature Norbert van Dam , ) a I, rI Printed Name Printed Name C ;lE'c President I/f IT C YC6"' (-)[.1Ci Title Title Must be signed by an authorized representative of Buyer AP(f ROVEQAs/,rO FORM Ashl City Attorney Page 2 of 3 Dat<+ r 0 - 3o I .3 • 1 Billing Information: Do you accept invoices via E-mail? Y 2 N ❑ 14 e'0 BNkI<S ea~Q0-t"Ce Accounts Payable Contact (Please Print) SCI R6~r~CaCLg~.o~2.u5 YE-mai Gjhs/- ;2-X000 Phone Page 3 of 3 Tre~ron sOPHOS IIIII&W www.trebron.com Platinum Partner COMPANY INC. October 9, 2013 QUOTE 10092013-SPG Billed to: City of Ashland, OR 90 N. Mountain Ave. Ashland, OR 97520-2014 Attn: Patrick Hopkins 541-488-6002 hopkinsp(o)ashland.or.us . Account Executive Quote Valid Until Payment Terms Scott Griffin (360) 275-9100 10-31-2013 Special Trebron Payment Plan / Net 30 3 Year Earl Renewal Pricing Qty Included Components Term Total Price (Users) (Months $USD) 315 Sophos EndUser Protection 36* $6,60 0 Subto I: $6 0.00 Total (Excluding tax and shipping as applicabl 600.00" *Renewal through 3-23-2017 Special Trebron Payment Plan ❑ Payment 1 Due March 1, 2014 $2,426.00 ❑ Payment 2 Due March 1, 2015 $2,426.00 ❑ Payment 3 Due March 1, 2016 2 426.00 $7,278.00" `*In order to receive early renewal icing order must h, placed by 10-30-2013 3 Year Standard Renewal Pricing Qty Included Components Term Total Price (Users) Months $US 315 So hos EndUser Protection 36* $10, 5.00 Subtotal: 395.00 Total (Excluding tax and shipping as applicable): $10;395.00 *Renewal through 3-23-2017 Notes: • Licenses - granted pursuant to the terms of the Sophos End User License Agreement (EULA) Order Confirmation: Please sign and fax to (206-527-4288) or email to your Trebron Sales Rep. I understand that by signing this Purchase Order/Quote confirmation I agree to the following: I am authorized by the "billed to" party to purchase the item listed above. • All information is accurate with regard to price, description, quantity and address. • The "billed to" party agrees to pay the invoice in accordance with terms of net 30. • Late Charges will be billed after 30 days at 18% rate of interest including, but not limited to legal fees to collect. • Product licenses provide rights to utilize the subject software to a maximum of the quoted quantity. • Nothing in this quote shall be construed as creating an obligation on the part of Sophos rather than a right to enter into an agreement with the "billed to" party described above. • To take advantage of the Trebron Payment Plan a "Trebron Purchase Agreement" will also need to be signed. Seattle, WA (Corporate) 5506 35" Ave NE, Seattle, WA 98105 1 Office (206) 527-3477 1 Fax (206) 527-4288 Spokane, WA Office (800) 499-3079 1 Fax (206) 527-4288 Springfield, MO office (417) 473-9199 1 Fax (206) 527-4288 Page 1 of 2 Authorized Signature: Date: Printed Name: Title: Purchase Order Ship to address same as Billed to? ❑ Yes ❑ No Ship to Address: Trebron payment plan option ❑ Yes ❑ No l Page 1 / 1 C.1 T Y O ICI 1 I ~'~t['CjORDER DATE PO NUMBER PA ASHLAND I l 10/30/2013 11958 20 E MAIN ST. ASHLAND, OR 97520 (541) 488-5300 . VENDOR: 018236 SHIP TO: Ashland Computer Services TREBRON COMPANY INC (541) 488-5339 5506 35TH AVENUE NE 90 N MOUNTAIN SEATTLE, WA 98105 ASHLAND, OR 97520 FOB Point: - - Req. No.: Terms: Net Dept.: Req. Del. Date: Contact: Mary MCClary Special Inst: Confirming? No Quantity Unit Description Unit Price Ext. Price Sophos End User Protection 2,426.00 Purchase Agreement Quantity: 315 Term: 36 Months First payment due before March 1, 2014 Second payment due before March 1, 2015 2,426.00 Third payment due before March 1, 2016 2,426.00 Term: Buyers' license for the product expires on approximately 03/23/2017 (3 years). SUBTOTAL. 7,278.00 BILL To: Account Payable TAX 0.00 20 EAST MAIN ST FREIGHT 0.00 541-552-2010 TOTAL 7,278.00 ASHLAND, OR 97520 Account Number Project Number . Amount Account Number Project Number Amount - E 710.02.05.00.60320 712-78-00 {0Signat eSb/~ VENDOR COPY Authori FORM#3 CITY OF ASHLAND A request for a Purchase Order REQUISITION Date of request: 1o/z9n3 Required date for delivery: Vendor Name TREBRON COMPANY INC Address, City, State, Zip 5506 35TH AVE, SEATTLE, WA 98105 Contact Name 8 Telephone Number 206 527--3477 Fax Number SOURCING METHOD ❑ Exempt from Competitive Bidding ❑ Emergency ❑ Reason for exemption: ❑ Invitation to Bid (Copies on file) _ ❑ Form #13, Written findings and Authorization ® AMC 2.50 .090 Date approved by Council: ❑ Written quote or proposal attached ® Written quote or proposal attached Cooperative Procurement ❑ Small Procurement Less than $5,000 ❑ Request for Proposal (Copies on file) ❑ State of Oregon ❑ Direct Award Date approved by Council: Contract # ❑ Verbal(Written quote(s) or proposal(s) ❑ Stale of Washington Contract # Intermediate Procurement El Sole Source ❑ Othergovemmentagencyconlract GOODS a SERVICES ❑ Applicable Form (#5,6, 7 or 8) Agency $5,000 to $100.000 ❑ Written quote or proposal attached Contract # ❑ (3) Written quotes and solicitation attached ' ❑ Form #4, Personal Services $5K to $75K Intergovernmental Agreement PERSONAL SERVICES ❑ Special Procurement ❑ Agency $5,000 to $75,000 Form #9, Request for Approval Dale original contract approved by Council: ❑ Less than $35,000, by direct appointment ❑ Written quote or proposal attached (Dale) ❑ (3) Written proposals/written solicitation Dale approved by Council: ❑ Form #4, Personal Services $5K to $75K Valid until: Date Description of SERVICES Total Cost g o ~ 'ce Zz 44 k s es $ Item # Quantity Unit Description of MATERIALS Unit Price Total Cost PAYMENT 1 DUE MARCH 1, 2014 $2,426.00 315 PAYMENT 2 DUE MARCH 1, 2015 $2,426.00 PAYMENT 3 DUE MARCH 1, 2016 $2,426.00 TOTAL COST ® Per attached quotelproposal $7.278.00 Account Number 710.02.05.00.603200 Account Number 'Expenditure must be charged to the appropriate account numbers for the financials to accurately reflect the actual expenditures. IT Director in collaboration with department to approve all hardware and software purchases: IT Director Date Support -Yes / No By signing this requisition form, I certify that the City's public contracting requirements have been satisfied. EmPtoYee: Department Head: Department ManagerlSupervisor tw (E u Ito or greater than $5,000) City Administrator: (Equal to or greater than $25,000) Funds appropriated for current fiscal year., L1 ES / NO 92- - r61311/ FinanceDirector- (Equaltoorgreerthen$5,000) Date Comments: Form #3 - Requisition