HomeMy WebLinkAbout2015-100 License Agrmt - SHI International Corp
Pricing Proposal
Quotation 9443415
Created On: 3/31/2015
Valid Until: 10128/2015
City of Ashland OR
Dan Hendrix Brandon Barkley
90 N. Mountain Avenue Phone:
Ashland, OR 97520 Fax:
United States Email: Brandon_Barkley@shi.com
Phone: (541) 552-2441
Fax:
Email: dan.hendrix@ashland.or.us
All Prices are in US Dollar (USD)
Product Qty Your Price Total
1 0365GovE1 ShrdSvrALNG SubsVL MVL 100 $71.03 $7,103.00
Microsoft - Part: U4S-00002
Note: Year 1 of 3
2 0365GovE3 ShrdSvr ALNG SubsVL MVL 150 $200.89 $30,133.50
Microsoft - Part#: U7S-00008
Note: Year 1 of 3
Subtotal $37,236.50
Shipping $0.00
*Tax $0.00
Total $37,236.50
*Tax is estimated. Invoice will include the full and final tax due.
Additional Comments
Pricing and purchase per PA 2590. All pricing above represents the annual cost to be billed over a three year term. Payments will
be as follows:
Year 1 (billed immediately upon purchase): $37,236.50
Year 2 (billed on first anniversary of agreement start): $37,236.50
Year 3 (billed on second anniversary of agreement start): $37,236.50
THREE YEAR TOTAL COMMITMENT: $111,709.50
Purchase of the above Microsoft licensing requires enrollment under a Microsoft Enterprise Agreement. Paperwork will be supplied
separately from quote but must accompany your intial order. If you have questions about this quote, you can reach me directly at
503-569-8183.
If you would like to make a purchase, you can do so by emailing your order to the team at TeamOregon@shi.com, faxing your order
to the team at 732-564-8547, or mailing your order to the team at 290 Davidson Ave, Somerset, NJ 08873.
Remit-Only Address: SHI, PO Box 952121, Dallas, TX 75395-2121
Tax ID: 22-3009648
The Products offered under this proposal are subject to the SHI Return Policy posted at www.shi.com/retuml)olicy. unless there is
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® Microsoft Volume Licensing
■
Program Signature Form
MBA/MBSA number 6-EEM4PTIMG
Agreement number 01E73323
Note: Enter the applicable active numbers associated with the documents below. Microsoft
requires the associated active number be indicated here, or listed below as new.
For the purposes of this form, "Customer" can mean the signing entity, Enrolled Affiliate,
Government Partner, Institution, or other party entering into a volume licensing program
agreement.
This signature form and all contract documents identified in the table below are entered into between
the Customer and the Microsoft Affiliate signing, as of the effective date identified below.
Document Contract Number
<Choose Agreement> Document Number or Code
<Choose Agreement> Document Number or Code
<Choose Agreement> Document Number or Code
<Choose Agreement> Document Number or Code
<Choose Agreement> Document Number or Code
Enterprise Enrollment X20-10632
<Choose Enroll ment/Registration> Document Number or Code
<Choose Enroll ment/Registration> Document Number or Code
<Choose Enroll ment/Registration> Document Number or Code
<Choose Enroll ment/Registration> Document Number or Code
Amendment M254 (New)
Amendment M97 (New)
Product Selection Form 0242824.002_PSF
Document Description Document Number or Code
Document Description Document Number or Code
By signing below, Customer and the Microsoft Affiliate agree that both parties (1) have received, read
and understand the above contract documents, including any websites or documents incorporated by
reference and any amendments and (2) agree to be bound by the terms of all such documents.
Customer
Name of Entity (must be legal entity name)* City of Ashland Oregon
Signature*
Printed First and Last Name* ` .
Printed Title
Signature Date*
Tax ID
* indicates required field
AP ROVED!",PORM
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As I Attom
Data -1 1 o )
Microsoft
Microsoft Corporation
Signature
Printed First and Last Name
Printed Title
Signature Date
(date Microsoft Affiliate countersigns)
Agreement Effective Date
(may be different than Microsoft's signature date)
Optional 2"d Customer signature or Outsourcer signature (if applicable)
Customer
Name of Entity (must be legal entity name)*
Signature*
Printed First and Last Name*
Printed Title
Signature Date*
* indicates required field
Outsourcer
Name of Entity (must be legal entity name)*
Signature*
Printed First and Last Name*
Printed Title
Signature Date*
. indicates required field
If Customer requires physical media, additional contacts, or is reporting multiple previous Enrollments,
include the appropriate form(s) with this signature form.
After this signature form is signed by the Customer, send it and the Contract Documents to
Customer's channel partner or Microsoft account manager, who must submit them to the following
address. When the signature form is fully executed by Microsoft, Customer will receive a confirmation
copy.
Microsoft Corporation
Dept. 551, Volume Licensing
6100 Neil Road, Suite 210
Reno, Nevada 89511-1137
USA
ProgramSignForm (MSSign)(NA,LatAm)ExBRA,MLI(ENG)(Aug2014) Page 2 of 2
Microsoft Volume Licensing
Enterprise Enrollment (Indirect)
Amendment ID M254
6-EEM4PTIMG
This amendment ("Amendment") is entered into between the parties identified on the attached
program signature form. It amends the Enrollment or Agreement identified above. All terms used but
not defined in this Amendment will have the same meanings provided in that Enrollment or
Agreement.
For the purposes of this Amendment, "Entity" can mean the signing entity, Customer, Enrolled
Affiliate, Government Partner, Institution, or other party entering into a volume licensing program
agreement. Notwithstanding anything to the contrary or in addition to any terms in the Enrollment, the
Enrollment is amended as follows:
Office 365 for Government
The following set of Terms applies to Entity when ordering Office 365 for Government Online
Services. The parties agree to amend the Enrollment as follows:
1. The following definition is added to the Enrollment:
"Office 365 for Government" means Microsoft's family of Office 365 Services that are offered
as part of Office 365 Government Plans as described in this Amendment.
When provisioned and delivered as part of Office 365 for Government, Exchange Online,
Lync Online, SharePoint Online, and Exchange Online Archiving are provisioned in
Microsoft's multi-tenant data centers for exclusive use by eligible US Federal, State, Local,
and Tribal Government Customers only and offered in accordance with the National Institute
of Standards and Technology (NIST) Special Publication 800-145. Microsoft refers to this
offering as its Office 365 "Government Community Cloud."
Other Online Services may be added to the Government Community Cloud as communicated
by Microsoft. Other Office 365-branded or separately branded Online Services that may be
made available as part of or in addition to Office 365 for Government are not included in the
Government Community Cloud. Additional services configuration information is available
upon request.
2. Office 365 for Governments Terms
Tables A and 8, below, contain mappings for Office 365 for Government Online Services and
their corresponding Office 365 for Enterprise Online Services ("Corresponding Online
Services." Each Office 365 for Government Online Service shown below is subject to the
same terms and conditions as its Corresponding Online Service, except as otherwise
provided in the applicable Product List and this Amendment. Notwithstanding contrary
language in the Enrollment, Reserved Licenses are not available for Office 365 for
Government through the Volume Licensing Service Center but may be available through a
manual request process using a License Reservation Form available from Microsoft upon
request.
Remainder of page intentionally left blank
TABLE A: Office 365 for Government component Online Services- Corresponding Online Services
Mapping
• 365 for Government Online Services Office 365 Equivalent Online Services
Exchange Online Plan 1 forGov Exchange Online Plan 1
Exchange Online Plan 2 forGov Exchange Online Plan 2
Exchange Online Kiosk forGov Exchange Online Kiosk
Exchange Online Archiving for Exchange Exchange Online Archiving for Exchange Server
Server forGov
L nc Online Plan 1 forGov L nc Online Plan 1
L nc Online Plan 2 forGov L nc Online Plan 2
L nc Online Plan 3 forGov L nc Online Plan 3
SharePoint Online Plan 1 forGov SharePoint Online Plan 1
SharePoint Online Plan 2 forGov SharePoint Online Plan 2
Office 365 ProPlus forGov Office 365 ProPlus
TABLE B: Office 365 for Government Suites - Corresponding Enterprise Online Services Mapping
Office 365 for Government - Equivalent Office 365 Enterprise Online Services
"Enterprise Online Services" Suites
Office 365 Government E1 (formerly G1) Office 365 Enterprise E1
Office 365 Government E3 (formerly G3) Office 365 Enterprise E3
Office 365 Government E4 (formerly G4) Office 365 Enterprise E4
Office 365 Government K12 Office 365 Enterprise K12
Office 365 for Government "Corresponding Online Services" Suite Orders (E1-E4) will be
captured on a separate Product Selection Form.
2 Office 365 K1 is a suite but is not an Enterprise Online Service.
3. Office 365 for Government Customer Requirements.
Entity both (1) acknowledges that Office 365 for Government may only be used by United
States Federal, State, Local or Tribal government entities, and (2) certifies that it qualifies as
such and will use the Services accordingly. In the event that Entity is found not to qualify as a
United States Federal, State, Local or Tribal government entity, Microsoft may terminate
Entity's Office 365 for Government service.
Except for changes made by this Amendment, the Enrollment or Agreement identified above remains
unchanged and in full force and effect. If there is any conflict between any provision in this
Amendment and any provision in the Enrollment or Agreement identified above, this Amendment shall
control.
This Amendment must be attached to a signature form to be valid.
EnrAmend(GOV)(ENG)(Oct2014) 0365 Gov Comm Cloud B
M254 Page 2 of 2
Microsoft Volume Licensing
Enterprise Enrollment (indirect)
Invoice for Quoted Price
Amendment ID M97
6-EEM4PTIMG
This amendment ("Amendment") is entered into between the parties identified on the attached
program signature form. It amends the Enrollment or Agreement identified above. All terms used but
not defined in this Amendment will have the same meanings provided in that Enrollment or
Agreement.
Notwithstanding anything to the contrary or in addition to any terms in the Enrollment, the Enrollment
new is hereby amended to add the following paragraph:
The price quoted to Enrolled Affiliate's Reseller is a fixed price based on an estimated order
submission date. Microsoft will invoice Enrolled Affiliate's Reseller based on this fixed price quote. If
this order is submitted later than the estimated order submission date, Enrolled Affiliate's Reseller will
be charged for net new Online Services subscriptions for the period during which these services were
not provided. Pricing to Enrolled Affiliate is agreed between Enrolled Affiliate and Enrolled Affiliate's
Reseller.
Except for changes made by this Amendment, the Enrollment or Agreement identified above remains
unchanged and in full force and effect. If there is any conflict between any provision in this
Amendment and any provision in the Enrollment or Agreement identified above, this Amendment shall
control.
This Amendment must be attached to a signature form to be valid.
Microsoft Volume Licensing
Enterprise Enrollment State and Local
Enterprise Enrollment number Proposal ID/Framework ID
(Microsoft to complete)
Previous Enrollment number Earliest expiring previous
(Reseller to complete) Enrollment end date
This Enrollment must be attached to a signature form to be valid.
This Microsoft Enterprise Enrollment is entered into between the entities as identified in the signature
form as of the effective date. Enrolled Affiliate represents and warrants it is the same Customer, or an
Affiliate of the Customer, that entered into the Enterprise Agreement identified on the program signature
form.
This Enrollment consists of: (1) these terms and conditions, (2) the terms of the Enterprise Agreement
identified on the signature form, (3) the Product Selection Form, (4) any supplemental contact information
form or Previous Agreement/Enrollment form that may be required, (5) any order submitted under this
Enrollment. This Enrollment may only be entered into under a 2011 or later Enterprise Agreement. By
entering into this Enrollment, Enrolled Affiliate agrees to be bound by the terms and conditions of the
Enterprise Agreement.
All terms used but not defined are located at http://www.microsoft.com/1icensing/contracts. In the event of
any conflict the terms of this Agreement control.
Effective date. If Enrolled Affiliate is renewing Software Assurance or Subscription Licenses from one or
more previous Enrollments or agreements, then the effective date will be the day after the first prior
Enrollment or agreement expires or terminates. Otherwise, the effective date will be the date this
Enrollment is accepted by Microsoft. Any reference to "anniversary date" refers to the anniversary of the
effective date each year this Enrollment is in effect.
Term. The initial term of this Enrollment will expire on the last day of the month, 36 full calendar months
from the effective date of the initial term. If the Enrollment is renewed, the renewal term will expire 36 full
calendar months after the effective date of the renewal term. Any reference in this Enrollment to "day" will
be a calendar day.
Product order. The Reseller will provide Enrolled Affiliate with Enrolled Affiliate's Product pricing and
order. Prices and billing terms for all Products ordered will be determined by agreement between Enrolled
Affiliate and the Reseller. The Reseller will provide Microsoft with the order separately from this
Enrollment.
Terms and Conditions
1. Definitions.
Terms used but not defined in this Enrollment will have the definition in the Enterprise Agreement. The
following definitions are used in this Enrollment:
"Additional Product" means any Product identified as such in the Product List and chosen by Enrolled
Affiliate under this Enrollment.
EA2014EnrGov(US)SLG(ENG)(Nov2014) Page 1 of 10
Document X20-10632
"Enterprise Online Service" means any Online Service designated as an Enterprise Online Service in the
Product List and chosen by Enrolled Affiliate under this Enrollment. Enterprise Online Services are
treated as Online Services, except as noted.
"Enterprise Product" means any Desktop Platform Product that Microsoft designates as an Enterprise
Product in the Product List and chosen by Enrolled Affiliate under this Enrollment. Enterprise Products
must be licensed for all Qualified Devices and Qualified Users on an Enterprise-wide basis under this
program.
"Expiration Date" means the date upon which the Enrollment expires.
"Industry Device" (also known as line of business device) means any device that: (1) is not useable in its
deployed configuration as a general purpose personal computing device (such as a personal computer),
a multi-function server, or a commercially viable substitute for one of these systems; and (2) only employs
an industry or task-specific software program (e.g. a computer-aided design program used by an architect
or a point of sale program) ("Industry Program"). The device may include features and functions derived
from Microsoft software or third-party software. If the device performs desktop functions (such as email,
word processing, spreadsheets, database, network or Internet browsing, or scheduling, or personal
finance), then the desktop functions: (1) may only be used for the purpose of supporting the Industry
Program functionality; and (2) must be technically integrated with the Industry Program or employ
technically enforced policies or architecture to operate only when used with the Industry Program
functionality.
"L&SK means a License with Software Assurance for any Product ordered.
"Qualified Device" means any device that is used by or for the benefit of Enrolled Affiliate's Enterprise and
is: (1) a personal desktop computer, portable computer, workstation, or similar device capable of running
Windows Professional locally (in a physical or virtual operating system environment), OR (2) a device
used to access a virtual desktop infrastructure ("VDI").. Qualified Devices do not includeany device that
is: (1) designated as a server and not used as a personal computer, OR (2) an Industry Device, OR (3)
not managed (as defined in the Product List at the start of the applicable initial or renewal term of the
Enrollment) as part of Enrolled Affiliate's Enterprise. At its option, the Enrolled Affiliate may designate any
device excluded above (e.g., Industry Device) that is used by or for the benefit of the Enrolled Affiliate's
Enterprise as a Qualified Device for all or a subset of Enterprise Products or Online Services the Enrolled
Affiliate has selected.
"Qualified User" means a person (e.g., employee, consultant, contingent staff) who: (1) is a user of a
Qualified Device, or (2) accesses any server software requiring an Enterprise Product Client Access
License or any Enterprise Online Service. It does not include a person who accesses server software or
an Online Service solely under a License identified in the Qualified User exemptions in the Product List.
"Reserved License" means for an Online Service identified as eligible for true-ups in the Product List, the
License reserved by Enrolled Affiliate prior to use and for which Microsoft will make the Online Service
available for activation.
"Transition" means the conversion of one or more License to or from another License(s). Products
eligible for Transition and permitted Transitions are identified in the Product List.
"Transition Period" means the time between the Transition and the next Enrollment anniversary date for
which the Transition is reported.
"Use Rights" means, with respect to any licensing program, the use rights or terms of service for each
Product and version published for that licensing program at the Volume Licensing Site. The Use Rights
supersede the terms of any end user license agreement (on-screen or otherwise) that accompanies a
Product. The Use Rights for Software are published by Microsoft in the Product Use Rights. The Use
Rights for Online Services are published in the Online Services Terms.
EA2014EnrGov(US)SLG(ENG)(Nov2014) Page 2 of 10
Document X20-10632
2. Order requirements.
a. Minimum Order requirements. Enrolled Affiliate's Enterprise must have a minimum of 250
Qualified Users or Qualified Devices. The initial order must include at least 250 Licenses for
Enterprise Products or Enterprise Online Services.
(i) Enterprise Commitment. If ordering any Enterprise Products, Enrolled Affiliate's order
must include coverage for all Qualified Users or Qualified Devices, depending on the
License Type, of one or more Enterprise Products or a mix of Enterprise Products and
the corresponding Enterprise Online Services.
(ii) Enterprise Online Services. If ordering Enterprise Online Services only, then Enrolled
Affiliate must maintain at least 250 Subscription Licenses.
b. Additional Products. Upon satisfying the minimum order requirements above, Enrolled
Affiliate may order Additional Products and Services.
c. Use Rights for Enterprise Products. For Enterprise Products, if a new Product version has
more restrictive use rights than the version that is current at the start of the applicable initial
or renewal term of the Enrollment, those more restrictive use rights will not apply to Enrolled
Affiliate's use of that Product during that term.
d. Country of usage. Enrolled Affiliate must specify the countries where Licenses will be used
on its initial order and on any additional orders.
e. Adding Products.
(i) Adding new Products not previously ordered. New Enterprise Products or Enterprise
Online Services may be added at any time by contacting a Microsoft Account Manager or
Reseller. New Additional Products, other than Online Services, may be used if an order
is placed in the month the Product is first used. For Additional Products that are Online
Services, an initial order for the Online Service is required prior to use.
(ii) Adding Licenses for previously ordered Products. Additional Licenses for previously
ordered Products other than Online Services may be added at any time but must be
included in the next true-up order. Additional Licenses for Online Services must be
ordered prior to use, unless the Online Services are (1) identified as eligible for true-up in
the Product List or (2) included as part of other Licenses.
f. True-up requirements. Enrolled Affiliate must submit an annual true-up order that accounts
for any changes since the initial order or last order. If there are no changes, then an update
statement must be submitted instead of a true-up order.
(i) Enterprise Products. For Enterprise Products, Enrolled Affiliate must determine the
number of Qualified Devices and Qualified Users (if ordering user-based Licenses) at the
time the true-up order is placed and must order additional Licenses for all Qualified
Devices and Qualified Users that are not already covered by existing Licenses, including
any Enterprise Online Services.
(ii) Additional Products. For Additional Products that have been previously ordered under
this Enrollment, Enrolled Affiliate must determine the maximum number of Additional
Products used since the latter of the initial order, the last true-up order, or the prior
anniversary date and submit a true-up order that accounts for any increase.
(iii) Online Services. For Online Services identified as eligible for true-up in the Product List,
Enrolled Affiliate may reserve the additional Licenses prior to use. Microsoft will provide
a report of Reserved Licenses in excess of existing orders to Enrolled Affiliate and its
Reseller. Reserved Licenses will be invoiced retroactively to the month in which they
were reserved.
(iv) Transitions. Enrolled Affiliate must report all Transitions. Transitions may result in an
increase in certain Licenses to be included on the true-up order and a reduction of other
EA2014EnrGov(US)SLG(ENG)(Nov2014) Page 3 of 10
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Licenses for prior orders. Reductions in Licenses will be effective at end of the Transition
Period. For Licenses paid up front, Microsoft will issue a credit for the remaining months
of Software Assurance or Subscription Licenses that were reduced as part of the
Transition.
(v) Subscription License reductions. Enrolled Affiliate may reduce the quantity of
Subscription Licenses at the Enrollment anniversary date on a prospective basis if
permitted in the Product List, as follows:
a) For Subscription Licenses that are part of an Enterprise-wide purchase, Licenses
may be reduced if the total quantity of Licenses and Software Assurance for an
applicable group meets or exceeds the quantity of Qualified Devices and Qualified
Users (if ordering user-based Licenses) identified on the Product Selection Form, and
includes any additional Qualified Devices and Qualified Users added in any prior
true-up orders. Step-up Licenses do not count towards this total count.
b) For Enterprise Online Services that are not a part of an Enterprise-wide purchase,
Licenses can be reduced as long as the initial order minimum requirements are
maintained.
c) For Additional Products available as Subscription Licenses, Enrolled Affiliate may
reduce the Licenses. If the License count is reduced to zero, then Enrolled Affiliate's
use of the applicable Subscription License will be cancelled.
Invoices will be adjusted to reflect any reductions in Subscription Licenses at the true-up
order Enrollment anniversary date and effective as of such date.
(vi) Update statement. An update statement must be submitted instead of a true-up order if,
as of the initial order or last true-up order, Enrolled Affiliate's Enterprise: (1) has not
changed the number of Qualified Devices and Qualified Users licensed with Enterprise
Products or Enterprise Online Services; and (2) has not increased its usage of Additional
Products. This update statement must be signed by Enrolled Affiliate's authorized
representative.
(vii)True-up order period. The true-up order or update statement must be received by
Microsoft between 60 and 30 days prior to each Enrollment anniversary date. The third-
year true-up order or update statement is due within 30 days prior to the Expiration Date,
and any license reservations within this 30 day period will not be accepted. Enrolled
Affiliate may submit true-up orders more often to account for increases in Product usage,
but an annual true-up order or update statement must still be submitted during the annual
order period.
(viii) Late true-up order. If the true-up order or update statement is not received
when due:
1) Microsoft will invoice Reseller for all Reserved Licenses not previously ordered.
2) Transitions and Subscription License reductions cannot be reported until the
following Enrollment anniversary date (or at Enrollment renewal, as applicable).
g. Step-up Licenses. For Licenses eligible for a step-up under this Enrollment, Enrolled Affiliate
may step-up to a higher edition or suite as follows:
(i) For step-up Licenses included on an initial order, Enrolled Affiliate may order according to
the true-up process.
(ii) If step-up Licenses are not included on an initial order, Enrolled Affiliate may step-up
initially by following the process described in the Section titled "Adding new Products not
previously ordered," then for additional step-up Licenses, by following the true-up order
process.
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(iii) If Enrolled Affiliate has previously ordered an Online Service as an Additional Product
and wants to step-up to an Enterprise Online Service eligible for a Transition, the step-up
may be reported as a Transition.
(iv) If Enrolled Affiliate Transitions a License, it may be able to further step-up the
Transitioned License. If Enrolled Affiliate chooses to step-up and the step-up License is
separately eligible to be Transitioned, such step-up Licenses may result in a License
reduction at the Enrollment anniversary date following the step-up.
h. Clerical errors. Microsoft may correct clerical errors in this Enrollment, and any documents
submitted with or under this Enrollment, by providing notice by email and a reasonable
opportunity for Enrolled Affiliate to object to the correction. Clerical errors include minor
mistakes, unintentional additions and omissions. This provision does not apply to material
terms, such as the identity, quantity or price of a Product ordered.
i. Verifying compliance. Microsoft may, in its discretion and at its expense, verify compliance
with this Enrollment as set forth in the Enterprise Agreement.
3. Pricing.
a. Price Levels. For both the initial and any renewal term Enrolled Affiliate's Price Level for all
Products ordered under this Enrollment will be Level "D" throughout the term of the
Enrollment.
b. Setting Prices. Enrolled Affiliate's prices for each Product or Service will be established by
its Reseller. As long as Enrolled Affiliate continues to qualify for the same price level,
Microsoft's prices for Resellers for each Product or Service will be fixed throughout the
applicable initial or renewal Enrollment term. Price levels and Microsoft's prices for Resellers
are reestablished at the beginning of the renewal term. However, if Enrolled Affiliate qualifies
for a different price level during the applicable initial or renewal term, Microsoft may at its
discretion establish a new price level for future new orders either upon Enrolled Affiliate's
request or on its own initiative. Any changes will be based upon price level rules in the
Product Selection Form.
4. Payment terms.
For the initial or renewal order, Enrolled Affiliate may pay upfront or elect to spread its payments over the
applicable Enrollment term. If spread payments are elected, unless indicated otherwise, Microsoft will
invoice Enrolled Affiliate's Reseller in three equal annual installments. The first installment will be
invoiced upon Microsoft's acceptance of this Enrollment and on each Enrollment anniversary date.
Subsequent orders are invoiced upon acceptance of the order and Enrolled Affiliate may elect to pay
annually or upfront for Online Services and upfront for all other Licenses.
5. Transitions.
a. Transition requirements.
(i) Licenses with active Software Assurance or Subscription Licenses may be Transitioned
at any time if permitted in the Product List. Enrolled Affiliate may not, however, reduce
the quantity of Licenses or associated Software Assurance prior to the end of the
Transition Period.
(ii) Enrolled Affiliate must order the Licenses to which it is transitioning for the year(s)
following the Transition Period.
(iii) If a Transition is made back to a License that had active Software Assurance as of the
date of Transition, then Software Assurance must be re-ordered for all such Licenses on
a prospective basis following the Transition Period. Software Assurance coverage may
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not exceed the quantity of perpetual Licenses for which Software Assurance was current
at the time of any prior Transition. Software Assurance may not be applied to Licenses
transferred by Enrolled Affiliate.
(iv) If a device-based License is Transitioned to a user-based License, all users of the device
must be licensed as part of the Transition.
(v) If a user-based License is Transitioned to a device-based License, all devices accessed
by the user must be licensed as part of the Transition.
b. Effect of Transition on Licenses.
(i) Transition will not affect Enrolled Affiliate's rights in perpetual Licenses paid in full.
(ii) New version rights will be granted for perpetual Licenses covered by Software Assurance
up to the end of the Transition Period.
(iii) For L&SA not paid in full at the end of the Transition Period, Enrolled Affiliate will have
perpetual Licenses for a proportional amount equal to the amounts paid for the
Transitioned Product as of the end of the Transition Period.
(iv) For L&SA not paid in full or granted a perpetual License in accordance with the above or
Subscription Licenses, all rights to Transitioned Licenses cease at the end of the
Transition Period.
6. End of Enrollment term and termination.
a. General. At the Expiration Date, Enrolled Affiliate must immediately order and pay for
Licenses for Products it has used but has not previously submitted an order, except as
otherwise provided in this Enrollment.
b. Renewal Option. At the Expiration Date of the initial term, Enrolled Affiliate can renew
Products by renewing the Enrollment for one additional 36 full calendar month term or signing
a new Enrollment. Microsoft must receive a Renewal Form, Product Selection Form, and
renewal order prior to or at the Expiration Date. The renewal term will start on the day
following the Expiration Date. Microsoft will not unreasonably reject any renewal. Microsoft
may make changes to this program that will make it necessary for Customer and its Enrolled
Affiliates to enter into new agreements and Enrollments at renewal.
c. If Enrolled Affiliate elects not to renew.
(i) Software Assurance. If Enrolled Affiliate elects not to renew Software Assurance for any
Product under its Enrollment, then Enrolled Affiliate will not be permitted to order
Software Assurance later without first acquiring L&SA.
(ii) Online Services eligible for an Extended Term. For Online Services identified as
eligible for an Extended Term in the Product List, the following options are available at
the end of the Enrollment initial or renewal term.
1) Extended Term. Licenses for Online Services will automatically expire in accordance
with the terms of the Enrollment. An extended term feature that allows Online
Services to continue month-to-month ("Extended Term") is available. During the
Extended Term, Online Services will be invoiced monthly at the then-current
published price for Enrolled Affiliate's price level as of the Expiration Date plus a 3%
administrative fee for up to one year. If Enrolled Affiliate does want an Extended
Term, Reseller must submit a request to Microsoft. Microsoft must receive the
request not less than 30 days prior to the Expiration Date.
2) Cancellation during Extended Term. If Enrolled Affiliate has opted for the Extended
Term and later determines not to continue with the Extended Term, Reseller must
submit a notice of cancellation for each Online Service. Cancellation will be effective
at the end of the month following 30 days after Microsoft has received the notice.
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(iii) Subscription Licenses and Online Services not eligible for an Extended Term. If
Enrolled Affiliate elects not to renew, the Licenses will be cancelled and will terminate as
of the Expiration Date. Any associated media must be uninstalled and destroyed and
Enrolled Affiliate's Enterprise must discontinue use. Microsoft may request written
certification to verify compliance.
(iv) Customer Data. Upon expiration or termination of a License for Online Services,
Microsoft will keep Customer's Data in a limited function account for 90 days so that
Customer may extract it. Enrolled Affiliate will reimburse Microsoft if there are any
associated costs. After 90 days Microsoft will disable Enrolled Affiliate's account and will
delete its Customer Data. Enrolled Affiliate agrees that, other than as described above,
Microsoft has no obligation to continue to hold, export or return Enrolled Affiliate's
Customer Data and that Microsoft has no liability whatsoever for deletion of Enrolled
Affiliate's Customer Data pursuant to these terms.
d. Termination for cause. Any termination for cause of this Enrollment will be subject to the
"Termination for cause" section of the Agreement.
e. Early termination. Any Early termination of this Enrollment will be subject to the "Early
Termination" Section of the Enterprise Agreement.
For Subscription Licenses, in the event of a breach by Microsoft, Microsoft will issue Reseller
a credit for any amount paid in advance that would apply after the date of termination.
EA2014EnrGov(US)SLG(ENG)(Nov2014) Page 7 of 10
Document X20-10632
Enrollment Details
1. Enrolled Affiliate's Enterprise.
a. Identify which Agency Affiliates are included in the Enterprise. (Required) Enrolled Affiliate's
Enterprise must consist of entire offices, bureaus, agencies, departments or other entities of
Enrolled Affiliate, not partial offices, bureaus, agencies, or departments, or other partial
entities. Check only one box in this section. If no boxes are checked, Microsoft will deem the
Enterprise to include the Enrolled Affiliate only. If more than one box is checked, Microsoft
will deem the Enterprise to include the largest number of Affiliates:
® Enrolled Affiliate only
❑ Enrolled Affiliate and all Affiliates
❑ Enrolled Affiliate and the following Affiliate(s) (Only identify specific affiliates to be included
if fewer than all Affiliates are to be included in the Enterprise):
❑ Enrolled Affiliate and all Affiliates, with following Affiliate(s) excluded:
b. Please indicate whether the Enrolled Affiliate's Enterprise will include all new Affiliates
acquired after the start of this Enrollment: Include future Affiliates
2. Contact information.
Each party will notify the other in writing if any of the information in the following contact information
page(s) changes. The asterisks indicate required fields. By providing contact information, Enrolled
Affiliate consents to its use for purposes of administering this Enrollment by Microsoft, its Affiliates, and
other parties that help administer this Enrollment. The personal information provided in connection with
this Enrollment will be used and protected in accordance with the privacy statement available at
https://www.microsoft.com/licensing/servicecenter.
a. Primary contact. This contact is the primary contact for the Enrollment from within Enrolled
Affiliate's Enterprise. This contact is also an Online Administrator for the Volume Licensing
Service Center and may grant online access to others. The primary contact will be the default
contact for all purposes unless separate contacts are identified for specific purposes
Name of entity (must be legal entity name)* City of Ashland
Contact name* First Last
Contact email address*
Street address*
City*
EA2014EnrGov(US)SLG(ENG)(Nov2014) Page 8 of 10
Document X20-10632
State/Province*
Postal code* -
(For U.S. addresses, please provide the zip + 4, e.g. xxxxx-xxxx)
Country*
Phone*
Tax ID
* indicates required fields
b. Notices contact and Online Administrator. This contact (1) receives the contractual
notices, (2) is the Online Administrator for the Volume Licensing Service Center and may
grant online access to others, and (3) is authorized for applicable Online Services to add or
reassign Licenses, step-up, and initiate Transitions prior to a true-up order.
® Same as primary contact (default if no information is provided below, even if the box is
not checked).
Contact name* First Last
Contact email address*
Street address*
City*
State/Province*
Postal code* -
(For U.S. addresses, please provide the zip + 4, e.g. xxxxx-xxxx)
Country*
Phone*
Language preference. Choose the language for notices. English
❑ This contact is a third party (not the Enrolled Affiliate). Warning: This contact receives
personally identifiable information of the Customer and its Affiliates.
* indicates required fields
c. Online Services Manager. This contact is authorized to manage the Online Services
ordered under the Enrollment and (for applicable Online Services) to add or reassign
Licenses, step-up, and initiate Transitions prior to a true-up order.
® Same as notices contact and Online Administrator (default if no information is provided
below, even if box is not checked)
Contact name*: First Last
Contact email address*
Phone*
❑ This contact is from a third party organization (not the entity). Warning: This contact
receives personally identifiable information of the entity.
* indicates required fields
d. Reseller information. Reseller contact for this Enrollment is:
Reseller company name* SHI International Corp
Street address (PO boxes will not be accepted)* 290 Davidson Ave
City* Somerset
State/Province* NJ
Postal code* 08873
Country* USA
Contact name*
Phone* 888-764-8888
Contact email address* msteam@shi.com
* indicates required fields
EA2014EnrGov(US)SLG(ENG)(Nov2014) Page 9 of 10
Document X20-10632
By signing below, the Reseller identified above confirms that all information provided in this
Enrollment is correct.
Signature*
Printed name*
Printed title*
Date*
* indicates required fields
Changing a Reseller. If Microsoft or the Reseller chooses to discontinue doing business
with each other, Enrolled Affiliate must choose a replacement Reseller. If Enrolled Affiliate or
the Reseller intends to terminate their relationship, the initiating party must notify Microsoft
and the other party using a form provided by Microsoft at least 90 days prior to the date on
which the change is to take effect.
e. If Enrolled Affiliate requires a separate contact for any of the following, attach the
Supplemental Contact Information form. Otherwise, the notices contact and Online
Administrator remains the default.
(i) Additional notices contact
(ii) Software Assurance manager
(iii) Subscriptions manager
(iv) Customer Support Manager (CSM) contact
3. Financing elections.
Is a purchase under this Enrollment being financed through MS Financing? ❑ Yes, ® No.
If a purchase under this Enrollment is financed through MS Financing, and Enrolled Affiliate chooses not
to finance any associated taxes, it must pay these taxes directly to Microsoft.
EA2014EnrGov(US)SLG(ENG)(Nov2014) Page 10 of 10
Document X20-10632
Enterprise Enrollment Product Selection Form Microsoft I Volume Licensing
Proposal ID Enrollment Number
0242824.002
Language: English (United States)
Enrolled Affiliate's Enterprise Products and Enterprise Online Services summary for the initial order:
Profile Qualified Qualified Users Device / User Enterprise Product Platform CAL Licensing
Devices Ratio Model
Enterprise 250 250 1.0 No User Licenses
Products Enterprise Quantity
Office 365 GOV E1 100
Office 365 GOV E3 150
Enrolled Affiliate's Product Quantities:
Price Group 1 2 3 4
Enterprise Products Office Professional Plus + Client Access License + Client Access Win Desktop
Office Professional Plus for Office 365 (Plans E1, E3, License + Windows Upgrade + Win VDA
Office 365 + Office Standard + E4) + Enterprise Cloud Intune + EMS USL + + Win SA Per User
Office 365 (Plans E3 or E4) + Suite USL Enterprise Cloud USL + Win VDA Per
Enterprise Cloud Suite USL Suite USL User USL +
Enterprise Cloud
USL
Quantity 150 250 0 0
Enrolled Affiliate's Price Level:
Product Offering / Pool Price Level
Enterprise Products and Enterprise Online Services USLs: Unless otherwise indicated in associated contract
documents, Price level set using the highest quantity from Groups 1 through 4. D
Additional Product Application Pool: Unless otherwise indicated in associated contract documents, Price level
set using quantity from Group 1. D
Additional Product Server Pool: Unless otherwise indicated in associated contract documents, Price level set
using the highest quantity from Group 2 or 3. D
Additional Product Systems Pool: Unless otherwise indicated in associated contract documents, Price level set
using quantity from Group 4. D
NOTES
Unless otherwise indicated in the associated contract documents, the price level for each Product offering / pool is set as described
above, based upon the quantity to price level mapping below:
Page 1 of 2
EA-EASProdSelForm(WW)(ENG) MS Quote Auto
Enterprise Enrollment Product Selection Form Microsoft I Volume Licensing
Quantity of Licenses and Software Assurance Price Level
2,399 and below A
2,400 to 5,999 B
6,000 to 14,999 C
15,000 and above D
Note 1: Enterprise Online Services may not be available in all locations. Please see the Product List for a list of locations where these
may be purchased.
Note 2: If Enrolled Affiliate does not order an Enterprise Product or Enterprise Online Service associated with an applicable Product pool,
the price level for Additional Products in the same pool will be price level "A" throughout the term of the Enrollment. Refer to the Qualifying
Government Entity Addendum pricing provision for more details on price leveling.
Page 2 of 2
EA-EASProdSelFornn(VVW)(ENG) MS Quote Auto
CITY OF
ASHLAND
Council Communication
April 7, 2015, Business Meeting
Contract with SHI, Inc. for Microsoft Office 365
FROM
Mark Holden, director of information technology and electric department, holdenm@ashland.or.us
SUMMARY
This is a request to approve the purchase Government Microsoft Office 365 Licenses (MS365) on a
three year contract. The purchase is from a Microsoft certified provider, SHI Inc. The purchase is
through the Oregon Procurement Information Network (ORPIN) contract award system as provided for
in AMC 2.50.090(I)(1). The total contract value exceeds $100,000 and therefore requires Council
approval per AMC 2.50 070(A)(1).
Funding for the first year is contained in the current, approved budget. Funding for the additional two
years is included in the budget request for the next biennium. The contract can be canceled on either of
the two contract anniversary dates (the start of either year two, or year three).
The requested licenses provide new standardized email, collaborative, and cloud services, as well as
state of the art desktop software tools (e.g., Word/Excel/Outlook). The MS365 licenses provide the
City with current and future updates/releases for the duration of the contract. The installation of both
modern, standard productivity software applications (email, intranet, and cloud storage) and modern
personal desktop software tools support and enhance personal productivity and efficiency in city
operations.
BACKGROUND AND POLICY IMPLICATIONS:
Background:
The City intends to replace its outmoded email system, add collaboration applications, and install
consistent current versions of desktop personal productivity software. The key applications and
software included in MS365 are:
• Exchange - email, calendar and task management
• SharePoint - collaboration; data, calendar, file sharing; group and individual data sharing
• OneDrive for Business - Cloud based, secure data storage
• Word - word processing, mail merge, document processing
• Excel - spreadsheet, financial modeling
• Outlook - email, calendar, task management
• PowerPoint - presentations
• Access - database, data collection, and data analysis
• OneNote -productivity, collaboration, notes, links
• Publisher - desktop publishing, pamphlets, communication materials
Page] of 4
FR,
CITY OF
ASHLAND
For a complete list and brief explanation of the applications and productivity software included in
MS365 please see the attached (edited and rearranged) Microsoft "Office 365 Government: What
is Included". This information is also available (original form) at the following link:
http://products.office.com/en-us/government/office-365-web-services-for-government#a
The contract is for the following licenses:
License Quantity Total Functionality
Government, G1 100 $7,103/year Limited License
• Email - full
($5.92/user/month) • Collaboration services -
read access only
• Personal productivity tools
- online only, no local
installations
Government, G3 150 $30,133.50/year Full License
• All services and software
($16.74/user/month)
Alternatives:
1. MS365
MS365 provides current technologies for email, collaboration and desktop productivity tools,
using government-grade security. In addition, MS365 provides all future releases of these
technologies as long as the licensing is maintained. The government version of this product
ensures that data is encrypted during transit and stored domestically, while providing
continuous compliance for evolving security standards and applicable regulations (ISO 27001,
HIPAA BAA, FISMA, CJIS). Controls include government email archiving, eDiscovery, legal
hold, and data loss prevention.
Email: Provides current email technology for enhanced communications. Provides the retention
and retrieval capabilities necessary to meet user needs. Prevents user downtime due to
corrupted email accounts and reduces the support effort needed to restore corrupted email
accounts. Provides enterprise-grade spam and antivirus filtering.
Collaborative applications: Provides tools and a single site for communications and
collaboration within the City.
Benefits gained through collaboration are:
o Secure single internal communications center
o HR designed and implemented information, forms and file center
o Capabilities to easily implement departmental and cross departmental information, project
and file sharing (e.g. procurement process/documentation)
Desktop Productivity Tools: Provides users with the most up-to-date desktop software tools
including integration with collaborative applications. Provides the City a uniform set of user
productivity tools. The use of the same tools across the City ensures compatibility between
Page 2 of 4
C I T Y OF
ASHLAND
departments, outside services and individual users. A uniform version empowers departmental
cross training and results in the need for fewer customer service calls.
2. In-House Services
This option procures the hardware and software necessary to run MS365 in-house. This option
does provide the same email, collaborative applications and desktop software productivity tools
as described in number 1 above. While providing the benefits of the MS365 alternative, this is
the highest cost alternative.
3. Status quo
Continuing to operate in the current environment will continue to aggravate the issues
presented below.
Email: The current email system is outdated, performs poorly, and does not readily provide the
retention and retrieval capabilities needed by Finance and Accounting, Risk Management and
other groups. Current email boxes are subject to corruption, requiring time and effort to restore
user productivity. The third tier spam/virus integration will continue to lead to a rising volume
of spam and viral infections.
Collaboration: The existing complex directory structure will remain in place. The current
mechanism will not provide the additional efficiencies available through a collaborative
information sharing system.
Benefits lost by maintaining the status quo are:
o Secure internal communications center
o HR-designed and implemented information, form and file center
o Capabilities to implement departmental and cross departmental information, project and file
sharing (e.g. procurement process/documentation)
Desktop Productivity Tools: The current mix of versions creates incompatibilities among
departments, outside services and individual users. The mixed environment leaves users of
older software without manufacturer support and the enhanced features of current software.
The current environment does not facilitate cross training and results in more and varied
customer service needs. The current environment does not support the use of collaboration
applications.
Relevant Policy:
Section 2.50.070 Public Contracting Officer Authority
A. Except as otherwise provided by this code, the Public Contracting Officer shall have authority to:
1. Purchase and contract for all materials, supplies, equipment, services and public improvements
for which funds have been appropriated by the City Council and the contract price does not exceed
$100,000;
Section 2.50.090 Exemptions from Formal Competitive Selection Procedures
All Public Contracts shall be based upon Competitive Sealed Bidding (invitation to Bid) or
Page 3 of 4
Ir,
CITY OF
ASHLAND
Competitive Sealed Proposals (Request for Proposal) pursuant to ORS 279A - 279C and the Model
Rules except for the following:
1. The following classes of contracts are hereby specifically exempted from the Oregon Public
Contracting Code and Model Rules pursuant to ORS 279A.025(t):
1. Contracts for the purchase of materials where competitive bids for the same materials have
been obtained by other public agencies or the federal government whose processes for bid
and award are substantially equivalent to those set forth herein, and the contract is to be
awarded to the party to whom the original contract was awarded as long as no material
change is made to the terms, conditions, or prices of the original contract.
FISCAL IMPLICATIONS:
Year 1 (billed immediately upon purchase): $37,236.50
Year 2 (billed on 1st anniversary of agreement): $37,236.50
Year 3 (billed on 2nd anniversary of agreement): $37,236.50
Total 3-Year Contract Value: $111,709.50
Annual licensing costs are based on the number and type of licenses required. Any changes (plus or
minus) to the number of licenses or type of licenses will be reflected in the annual cost at the beginning
of the next contract year.
In the current year (FY2015), the initial cost is included in the approved Information Systems (IS)
Division budget. The contract is for a three year period. The second and third year costs are budgeted
by IS in the upcoming biennium (FY2016, FY2017). The contract can be cancelled without penalty at
either of the two annual renewal anniversaries.
STAFF RECOMMENDATION AND REQUESTED ACTION:
Staff recommends the approval of the MS365 licensing contract. Should the licensing need to be
adjusted upward during the three-year life of the contract, staff is asking for the authority to exceed the
face contract amount by a maximum of fifteen percent ($16,756) for a potential contract value of
$128,466.
SUGGESTED MOTION:
I move approval of a three-year contract between SHI, Inc. and the City of Ashland for MS Office 365
licenses in the amount of $111,709.50.
I move approval of granting staff the authority to exceed the contract amount by up to $16,756 for
adjustments in the number and type of licenses during the contract period.
ATTACHMENTS:
• SHI Inc., Quotation #9443415, dated 03/31/2015
• Office 365 Government: What is Included?
Page 4 of 4
~A,
Attachment 1
Pricing Proposal
Quotation 9443415
Created On: 3/31/2015
Valid Until: 10/28/2015
City of Ashland OR
Dan Hendrix Brandon Barkley
90 N. Mountain Avenue Phone:
Ashland, OR 97520 Fax:
United States Email: Brandon_Barkley@shi.com
Phone: (541) 552-2441
Fax:
Email: dan.hendrix@ashland.or.us
All Prices are in US Dollar (USD)
Product Qty Your Price Total
1 0365GovE1 ShrdSvrALNG SubsVL MVL 100 $71.03 $7,103.00
Microsoft - Part#: U4S-00002
Note: Year 1 of 3
2 0365GovE3 ShrdSvrALNG SubsVL MVL 150 $200.89 $30,133.50
Microsoft - Part#: U7S-00008
Note: Year 1 of 3
Subtotal $37,236.50
Shipping $0.00
*Tax $0.00
Total $37,236.50
*Tax is estimated. Invoice will include the full and final tax due.
Additional Comments
Pricing and purchase per PA 2590. All pricing above represents the annual cost to be billed over a three year term. Payments will
be as follows:
Year 1 (billed immediately upon purchase): $37,236.50
Year 2 (billed on first anniversary of agreement start): $37,236.50
Year 3 (billed on second anniversary of agreement start): $37,236.50
THREE YEAR TOTAL COMMITMENT: $111,709.50
Purchase of the above Microsoft licensing requires enrollment under a Microsoft Enterprise Agreement. Paperwork will be supplied
separately from quote but must accompany your intial order. If you have questions about this quote, you can reach me directly at
503-569-8183.
If you would like to make a purchase, you can do so by emailing your order to the team at TeamOregon@shi.com, faxing your order
to the team at 732-564-8547, or mailing your order to the team at 290 Davidson Ave, Somerset, NJ 08873.
Remit-Only Address: SHI, PO Box 952121, Dallas, TX 75395-2121
Tax ID: 22-3009648
The Products offered under this proposal are subject to the SHI Return Policy posted at www.shi.com/returnpolicv. unless there is
an existing agreement between SHI and the Customer.
Attachment 2
Office 365 Government: What is Included?
Email and Calendars
• BllslnesS-class email using Outlook at the desktop or remotely via a web browser (Outlook Web App)
• 50 GB mailbox per user. Attachments up to 25 M13
Advanced Email Capabilities
• Archiving and legal hold capabilities, unlimited storage to meet compliance needs
• Data loss prevention (DT) policies for additional compliance cnforcement
Office Suite
• Always provides the latest versions of:
Word, }xcel, PowerPoint, Outlook
OneNote_ Publisher, and Access
Office on PCs, Tablets, and Phones
• lull version of Office installs across PCs, iPad, Android, and WindoNvs tablets, and most mobile
devices
• User licensing allows installation of Ollice on up to 5 PCs, 5 tablets (iPad, Android_ and Windows),
and 5 phones
Office Online
• Create and edit Word, Fxcel, PowerPoint, and OneNote documents from any modern browser
Team Sites
• Provides focused collaborative information sharing on projects and among work groups with team
sites that help keep related documents, notes, tasks, and conversations organized
File Storage and Sharing
• 1 TB per user of OneDrive cloud storage, syncs with City desktop for offline access
• Shares documents through Oflice or SharePoint
Mobility
• iOS. Android or Windows devices can:
Sync email, calendar, and contacts
Access SharePoint sites (collaboration sites)
t-dit Office documents with Office Online using native Office or browser based apps
Search and Discovery
• Search and discover content across Office 365 applications
Page 1 of 2
03/31/2015 16:40
Attachment 2
Office 365 Government: What is Included?
Online Conferencing
Online meetings with audio and video using one-click screen sharing, I ID video conferencing, and
virtual whiteboard
Administration
• Admin portal provides IT detailed configuration options for user services
Reliability
Services are available with a guaranteed 99.9°0 uptime, with a financially backed service level
a-reement (SLA )
Security
M Leading-edge protection with multiple layers of security and proactive monitoring help keep City data
sale
Privacy
• City data belongs to the City
m Microsott does not scan emails or documents for advertising purposes
Up to Date
Upgrades and updates are included in the subscription
o New features are rolled out to Office 365 users in an IT-C0111igurable time-fi•ame
Active Directory Integration
0 Sin-le si-n-on and svnchronization using City credentials and permissions front the existing City
Active Directory
Support
* 24,,7 phone support for critical IT issues
Business day support for non-critical issues
Page 2 of 2
03/31/2015 16:40
Ax -d Summary Page 1 of 2
Award Summary
Price Agreement
Software VAR (Value Added Reseller) Oregon Procurementlnformahon Nehvonk
(Prod)
Supplier Address Contract #
SHI International Corp. 2590
r~ 290 Davidson Ave Amendment # 3
Somerset, New Jersey Revision # 2
08873 Revision Date
01/26/2015
Notice #
102-1829-11
Contact: Brandon Barkley Contract Start Date
Phone: 1 (503) 569-8183 07/24/2012
Fax: Expiration Date
Email: brandon_barkley@shi.com 05/31/2015
Supplier Number
62591
All dates are mm/dd/yyyy
Attachments Exist
Amendment/Revision Comments Exist
Secondary Suppliers Do Not Exist
User Comments Do Not Exist
Contract Administrator Receiving Address Contract Filed At
State Procurement Office See purchase order DAS PS
1225 Ferry Street SE, U140
Salem, Oregon
97301
Contact: Toby Giddings
Phone: 1 (503) 378-5345
Fax:
Email: toby.giddings@state.or.us
Header Comments
THE PURCHASE OF SERVICES UNDER THIS PRICE AGREEMENT IS ON HOLD UNTIL FURTHER NOTICE
please reach out to Toby Giddings with any questions
SOFTWARE
ORDERING INSTRUCTIONS
SHI CONTACT INFORMATION
Oregon agencies who are Purchasers under the Addendum.
Legal Sufficiency Review NOT Required
COTS software with a master licensing agreement:
The purchase of COTS software from a software publisher with whom the State of Oregon has
a master licensing agreement in place at the time of purchase does not require legal
https:Horpin.oregon.gov/open.dll/showDocSummary?sessionID=6516163&disId=1679118&printFlag=yes 2/27/2015
rd Summary Page 2 of 2
sufficiency approval even if the legal sufficiency threshold under OAR 137-045-0030 is
exceeded, provided that the purchase terms identify the applicable master licensing
agreement and express that the master licensing terms will control over any inconsistent
terms.
Legal Sufficiency Review Required
COTS software without a master licensing agreement:
The purchase of COTS software from a software publisher with whom the State of Oregon does
not have a master licensing agreement in place requires approval if the legal sufficiency
threshold under OAR 137-045-0030 is exceeded.
- Services:
The purchase of any services under this Addendum requires approval if the legal
sufficiency threshold under OAR 137-045-0030 is exceeded.
Delivery Requirements
N/A
Payment Terms
Net 30
FOB
FOB Destination, Freight Pre-Paid
Item # Quantity / Description Unit Cost
Unit
1 1 Commodity No. 208-37 $1.00
EACH Database Software
Mandatory or Convenience Renewal Option Current Amendment Value
Mandatory
Minimum Order $0
N/A
Return Policy Previous Contract Value
See Exhibit 1, Subsection 19 of Participating Add
Warranty $0
See Section 14
Best Value Analysis Current Amended Value
$0
Freight / Surcharge
Control # 1679118
https://orpin.oregon.gov/open.dll/showDocSummary?sessionID=6516163&disld=1679118&printFlag=yes 2/27/2015
Revised Exhibit 2
to
Participating Addendum 2590
Pricing of Contractor Goods and Services
1. SOFTWARE
Software offered under this Price Agreement is to be sold at Contractor's cost plus a percentage.
The percentage increases are as follows:
Key Itemized Publishers
Adobe 1.751/1,0 IB%1I 1.75% RedHat 1.75%
BMC 1.75% Intel 1.75% SAP BusinessObjects 1 1.75%
CA 2.00% McAfee 1.75% Symantec 1.75%
rte,
Checkpoint 2.00% Microsoft 1.50% Trand Micro 2.00%
Commvault 2.00lo Quest 1.75% VMWare 2.00%
Other Itemized Publishers
Bakbone EMC nCircle
Guardian Edge Enchoice Nuance
Lotus ESET Oracle
1.75% -
MQSoftware Freedom Scientific OSAM
Novell GW Micro Proofpoint
- - -
Websense HumanWare SAS t
AI Squared HummingirdExceed I Sophos
2.00%
Apple
T [CM Conversations Splunk Software
2.00%
Attachmate HP Stellent
Autodesk Information Builders Sun Gard
Barracuda Kronos Software Sybase
2.009'0 - -
Cisco LANDesk Techsmith
Citrix Laserfische Titus
Compuware Microfocus Ultrabac
Corel Mindjet
Doubletake MPS
All non-itemized publishers
2.75%
Revised Exhibit 2
to
Participating Addendum 2590
2. SERVICES
2.1 Services requiring a Statement of Work (SOW)
2.1.1 Services performed by SHI Professional Services Organization (PSO) will require a
Statement of Work (SOW) and will be at the following rates:
Position Description Hourly Rate
Senior Solutions Architect $220.00
Solution Architect $182.00
Senior Consultant $143.00
Consultant $110.00
Associate Consultant $83.00
Senior Project Manager $220.00
Project Manager $182.00
Senior Engagement Manager $220.00
2.1.2 Services performed by an SHI sub-contractor may require the involvement of a
PSO Project Manager at the rate listed in section 2.1 if the sub-contractor is not
the software Publisher. All other work will be billed at the negotiated prices set
forth in the Statement of Work.
2.2 Services not requiring a Statement of Work (SOW)
2.2.1 Pre-defined services that appear on a publisher's price list do not require a
Statement of Work and will be billed at Contractor's cost plus the percentage
listed in Section 1.
2.3 Authorized Purchasers may request a PSO Project Manager (at the rates listed in section
2.1) to be involved in services performed by the publisher.
DOJ Review Requirements
Oregon agencies who are Purchasers under the Addendum.
Legal Sufficiency Review NOT Required
COTS software with a master licensing agreement
The purchase of COTS software from a software publisher with whom the State of Oregon has a
master licensing agreement in place at the time of purchase does not require legal sufficiency
approval even if the legal sufficiency threshold under OAR 137-045-0030 is exceeded, provided
that the purchase terms identify the applicable master licensing agreement and express that the
master licensing terms will control over any inconsistent terms.
Legal Sufficiency Review Required
COTS software without a master licensing agreement
The purchase of COTS software from a software publisher with whom the State of Oregon does
not have a master licensing agreement in place requires approval if the legal sufficiency
threshold under OAR 137-045-0030 is exceeded.
Services
The purchase of any services under this Addendum requires approval if the legal sufficiency
threshold under OAR 137-045-0030 is exceeded.
AMENDMENT: 2
TO STATE OF OREGON PRICE AGREEMENT: 2590
DATED: JULY 18, 2012
FOR: SOFTWARE VALUE ADDED RESELLER (VAR)
This Price Agreement amendment is between the State of Oregon, acting by and through its
Department of Administrative Services, Procurement Services hereinafter referred to as
"DAS PS" under Western States Contracting Alliance's Software Value-Added Reseller
Contract Master Agreement number: ADSP01100000358-3 entered into by the State of
Arizona and
SHI International Corp.
290 Davidson Avenue
Somerset, NJ 08873
hereinafter referred to as "Contractor."
1. This amendment shall become effective on the date this amendment has been fully
executed by every party and, when required, approved by Department of justice.
2. The following sections are amended by new language being indicated by BOLD
UNDERLINE FONT. and deleted language being indicated by STRIKETHROUGH FONT.
a. Section 1
Introduction. This Participating Addendum (this "Addendum") between SHI
International Corp. ("Contractor") and the State of Oregon acting by and through
the Department of Administrative Services, Procurement Services (DAS PS) State
Procurement Office ("Oregon cone) is entered into effective as of July 18, 2012.
b. Section 5.
Primary Contacts: The primary geverent contact individuals for this
Participating Addenda Agent are as follows (or their named successors):
Contractor
Name Alison Turner Katie Gr-enna
Address SHI International Corp. - 290 Davidson Avenue - Somerset, NJ 08873
Telephone 888-764-8888
Mobile 425-974-5997
Fax 732-868-5905
E-mail alison-turner@shi.com Katie.gr-enna?4@shi.com
DAS PS Contract Administrator 8regetf-PS
Name Toby Giddings- Shirley A. Smith
Page 1 of 6
Address 1225 Ferry St. SE Salem, OR 97301
Telephone 503-378-5345 903-37@-5395
Fax 503-373-1626
E-mail toby.giddings@~tate.or.us sh4ley.smW4@_)state.er-.us
Lead State
Name Delia Walters m, rty johnse^
Address State of Arizona - Department of Administration - State Procurement Office
100 N 151h Ave, Phoenix, AZ 85007
Telephone 602-542-9125 602 942 9125
Fax 602-542-SS08
E-mail Delia.waltersCa)azdoa.g-ov teFFI.jo4nsen@azdaa.gov
Section 6.
SHI subcontractors. Contractor's subcontractors who are authorized by Oregon SPO may
provide products and services under this Addendum. Participation by SHI subcontractors
must be in accordance with, and is expressly subject to, the terms of this Addendum.
Contractor shall not assign sell transfer, or subcontract rights or delegate
responsibilities under this Master Agreement or an Purchase Order or Statement of
Work issued pursuant to this Master Agreement in whole or in part without the
prior written approval of State as applicable No such written approval shall relieve
Supplier of any obligations under this Master Agreement or any Purchase Order ol:
Statement of Work issued pursuant to this Master Agreement and any transferee or
subcontractor shall be considered the agent of Supplier. Supplier shall remain liable
to State as if no such transfer or subcontract had occurred The provisions of this
Master Agreement and any Purchase Order or Statement of Work are binding upon
and inure to the benefit of the parties to the Master Agreement and their respective
successors and permitted assigns,
d. Section 10
10.1 Products and Services; Software p Gh . The goods } be pre'Ade under-
this Addendum include 1BM software products and any other soft-ware product tha
cannot be supplied by Dell under- Oregon SPO's p " - Rt numbet! 04 -
Products and Services to be provided under this Addendum include but are
not limited to:
10.1.1 Products:
• Licenses for distributed software products (COTS including SaaSl
• Maintenance and support agreements for software licenses
purchased under this agreement
• Maintenance gnd support agreements for software licenses
purchased under another agrt.~eWent
Page 2 of 6
10.1.2 Services
Services may be for software purchased under this agreement or under
another agreement
• Services provided at no charge
• Basic installation assistance
• Tracking newly purchased licenses
• Tracking previously purchased licenses
Monitoring volume levels and opportunities
• Services provided at additional charge
• More complicated installation assistanLce including limited
configuration
• Services provided - may be at additional charge or no charge
• Trainin
• Implementation
• Consulting
• Assisting Participating Entity in developing a separate agreement
between Participating Entity and publisher or designee
10.13 Prices
• Contractor's prices are listed in Exhibit 2,
e. Section 16.1
16.1 Term of Addendum. The initial term of this Addendum will mar
begin" on the date that all parties have signed Oregon SPO _;g^_ the
Addendum, and will remain effective through May 31, 2015. D AS PSSP-O-may
extend the term of the Addendum for additional periods not to eNcee' a cumulative
total of five years, unless terminated earlier in accordance with the termination
provisions set forth herein. Irrespective of any termination, a Purchaser's rights
under the terms of this Addendum continue in force for any goods and services
accepted by a Purchaser.
3. The following sections are amended by the entire section or exhibit being deleted in its
entirety and replaced with the attached or following language.
a. Section 13 is deleted in its entirety and replaced with the following section
13.
13 VOLUME SALES REPORTS (VSRs) AND VENDOR COLLECTED
ADMINISTRATIVE FEE (VCAF)
13.1 VOLUME SALES REPORTS (VSRs):
13.1.1 SUBMITTAL: Contractor shall submit a VSR no later than thirty (30)
calendar days from the end of each calendar quarter. For the purposes
Page 3 of 6
of this Price Agreement, calendar quarters end March 31, June 30,
September 30 and December 31. VSRs shall contain:
a. Complete and accurate details of all receipts (sales and refunds) for
the reported period;
b. The information as identified in the DAS PS document titled Volume
Sales Report Template - Data Requirement, Format and Layout; and
c. Such other information as DAS PS may reasonably request.
13.1.2 NO-SALE REPORT/FORMAT: Contractor shall send a VSR to DAS PS
each quarter, whether or not there are sales. When no sales have been
recorded for the quarter, a report must be submitted stating "No Sales
for the Quarter"; this can be by way of e-mail without any attachment
provided the subject title clearly identifies your company name, the
relevant Price Agreement Number and the reporting period for the VSR.
13.1.3 DATA MEDIUM and DELIVERY MEDIUM: Contractor shall provide VSRs
in Microsoft Excel format (.xls,.xlsx). VSRs mustbe submitted by e-
mail. Delivered print outs of VSRs or faxed VSRs are not acceptable.
Copies of VSRs on CDs are acceptable if the size of the file precludes
transmission by email. Approval from the Contract Administrator must
be obtained for deviations from these requirements.
13.1.4 RECEIPT/ACCEPTANCE: All VSRs must be submitted to the DAS PS
Contract Administrator and to vcaf.reporting@state.or.us. The Contract
Administrator's receipt or acceptance of any of the VSRs furnished
pursuant to this Price Agreement shall not preclude DAS PS from
challenging the validity thereof at any time.
13.1.5 DAS PS reserves the right to terminate this Price Agreement if VSRs are
not received as scheduled or in the prescribed format.
13.2 VENDOR COLLECTED ADMINISTRATIVE FEE (VCAF):
13.2.1 VCAF PERCENTAGE: The VCAF is a charge equal to One Percent (1
of Contractor's gross total sales, less any credits, made to Authorized
Purchasers during the calendar quarter. Contractor may not reflect the
VCAF as a separate line item charge to Authorized Purchasers.
13.2.2 VCAF AMOUNT: The VCAF amount due is to be as communicated in the
VSR for the reporting period submitted as per section 2.11.1.
13.2.3 PAYMENT DUE DATE: During the term of this Price Agreement
including the sales during the last calendar quarter of the term of this
Price Agreement, the Contractor shall remit VCAF payment to DAS PS
no later than forty-five (45) calendar days after the end of each calendar
quarter. For the purposes of this Price Agreement, calendar quarters
end March 31, June 30, September 30 and December 31. Contractor is
responsible for timely reporting and payment regardless of entity that
actually reports or makes VCAF payment.
13.2.4 PAYMENT FORMAT: Contractor's VCAF payment shall be made in the
form of a check sent to the address below (or to such other address
Page 4 of 6
designated by the Oregon SPO representative). Any form of VCAF
payment other than a check must be specifically approved in writing by
the representative.
State of Oregon
DAS-EGS, PS
Attn: Shared Financial Services / PS
155 Cottage St NE
Salem, Oregon 97301-4285
13.2.5 INTEREST ON VCAF DUE: Any payment Contractor makes or causes to
be made after the due date shall accrue interest at a rate of 18% per
annum or the maximum rate permitted by law, whichever is less, until
such overdue amount is paid in full. DAS PS' right to interest on late
payments shall not preclude DAS PS from exercising any of its other
rights or remedies pursuant to this Price Agreement or otherwise with
regards to Contractor's failure to make timely remittances.
13.3 AUDIT: DAS PS as its own expense (except as provided herein), shall have
the right during regular business hours, at Contractor's premises, and
upon reasonable notice, by itself or by a person authorized by it, to audit
Contractor's Records, as defined herein, and other pertinent data, to
determine and verify the figures reported in any VSRs furnished by
Contractor. In the event that any such audit reveals underpayment of
administrative fees, Contractor shall immediately pay the amount of
deficiency, together with interest thereon, at the rate provided in Section
2.11.2.5. At DAS PS' request, Contractor shall pay the reasonable cost of an
audit, but only if such audit reveals that an underpayment may exist as
determined by DAS PS.
b. Exhibit 2 is deleted in its entirety and replaced with the attached Revised
Exhibit 2.
4. Miscellaneous Terms
a. As amended herein, all other terms and conditions of the Addendum are in full
force and effect. Contractor certifies that the representations, warranties and
certifications contained in the Addendum are true and correct as of the effective
date of this Amendment and with the same effect as though made at the time of this
Amendment.
b. Tax certification. The individual signing on behalf of Contractor hereby certifies
under penalty of perjury: (a) the number shown below is Contractor's correct
taxpayer identification; (b) Contractor is not subject to backup withholding
because (i) Contractor is exempt from backup withholding, (ii) Contractor has not
been notified by the IRS that Contractor is subject to backup withholding as a result
Page 5 of 6
of a failure to report all interest or dividends, or (iii) the IRS has notified Contractor
that Contractor is no longer subject to backup withholding; (c) s/he is authorized to
act on behalf of Contractor, s/he has authority and knowledge regarding
Contractor's payment of taxes, and to the best of her/his knowledge, Contractor is
not in violation of any Oregon tax laws. For purposes of this certification, "Oregon
Tax Laws" means a state tax imposed by ORS 401.792 to 401.816 (Tax For
Emergency Communications), 118 (Inheritance Tax), 314 (Income Tax), 316
(Personal Income Tax), 317 (Corporation Excise Tax), 318 (Corporation Income
Tax), 320 (Amusement Device and Transient Lodging Taxes), 321 (Timber And
Forestland Tax), 323 (Cigarettes And Tobacco Products Tax), and the elderly rental
assistance program under ORS 310.630 to 310.706; and any local taxes
administered by the Department of Revenue under ORS 305.620. (d) Contractor is
an independent contractor as defined in ORS 670,600; and (e) the supplied
Contractor data is true and accurate.
5, Signatures:
CONTRACTOR STATE OF OREGON, DEPARTMENT OF
SHI INTERNATIONAL CORP. ADMINISTRATIVE SERVICES,
~(p PROCUREMENT SERVICES
Signature
Natalie Slowik Signature '
Printed Name
Printed Name
Signature
Signature
Printed Name
Printed Name
Reviewed by DO] by email dated June 19,
2014. (107090-FG0412-14)
Page 6 of 6
Participating Addendum
between
SHI International Corp.
and
State of Oregon acting by and through the Department of Administrative Services,
State Procurement Office
under
Western States Contracting Alliance's
Software Value-Added Reseller Contract
Master Agreement number: ADSPOI 1 00000358-3
entered into by the State of Arizona
(Oregon contract number: 2590)
1. Introduction. This Participating Addendum (this "Addendum") between SHI
International Corp. ("Contractor") and the State of Oregon acting by and through the Department
of Administrative Services, State Procurement Office ("Oregon SPO") is entered into effective as
of July 18, 2012.
2. Scope. This Addendum allows Oregon SPO and the Purchasers (defined below) to make
purchases under Western States Contracting Alliance's ("WSCA") Software Value-Added
Reseller Contract entered into by the State of Arizona ("Lead State") for use by WSCA members
who enter into participating addenda such as this Addendum.
3. Role of chief procurement official. Use of WSCA contracts by agencies authorized by
Oregon statutes to use state contracts are subject to the approval of Oregon's chief procurement
official ("CPO"). Issues of interpretation and eligibility for participation are solely within the
authority of the CPO.
4. Master Agreement. The terms of this Addendum govern the relationship between
Oregon SPO and Contractor. As modified by this Addendum, Oregon SPO and Contractor are
also bound by the terms of the Master Agreement, as that term is defined below. Purchasers are
responsible for payment obligations arising from Purchase Orders under this Addendum.
Contractor will only seek payment from a Purchaser which submits a Purchase Order.
5. Primary contacts. The primary contacts for this Addendum are as follows (or
their named successors):
Contractor
Name Katie Grennan
Address SHI International Corp.
290 Davidson Avenue
Somerset, NJ 08873
Telephone 800-477-6479 Ext 5904
Mobile 848-248-3129
WSCA Participating Addendum No. 2590
Page 1 of 22
Fax 732-868-5905
E-mail katie grennan(2shi.com
Oregon SPO
Name Lori Nordlien
Address 1225 Ferry St. SE Salem, OR 97301
Telephone 503-378-6781
Fax 503-373-1626
E-mail lori.nordlien@state.or.us
Lead State
Name Terri Johnson
Address State of Arizona - Department of Adininistration
State Procurement Office
100 N 15"' Ave, Phoenix, AZ 85007
Telephone 602-542-9125
Fax 602-542-5508
E-mail telTi.Lolinson@azdoa.gov
ov
6. SHI subcontractors. Contractor's subcontractors who are authorized by Oregon
SPO may provide products and services under this Addendum. Participation by SHI
subcontractors must be in accordance with, and is expressly subject to, the terms of this
Addendum.
7. Purchase Orders. Purchasers placing Purchase Orders ("POs") to Contractor should
include the following language in the POs: (1) "This PO is subject to WSCA agreement
ADSPO11-00000358-3 and Oregon Participating Addendum # 2590," (2) Purchase Order
amount, monthly payment (if applicable), and an itemized list of products purchased. A quote
number should also be included if Purchasers received a quote from Contractor.
8. Definitions. The following terms have the meanings set forth below.
8.1 "Confidential Infornnatiod' is defined in Section 20.
8.2 "Independent Agency" means an agency, board, commission, department or
subdivision of the State of Oregon with independent procurement authority under ORS
279A.050, 279A.140, or other provisions of applicable Oregon law.
8.3 "Master Agreement" means Master Agreement number ADSPO110000035 8-3
between Contractor and the State of Arizona, on behalf of the Western States Contracting
Alliance. For purposes of this Addendum, the Master Agreement consists of only the following
two documents: (1) the one page Offer and Acceptance signed by Contractor and Lead State
dated June 3, 2011, and (2) except as contrary terms are specifically stated in this Addendum, the
State of Work issued by the Lead State. For purposes of this Addendum, no other terms are part
of the Master Agreement. The Unifonn Terns and Conditions and the Special Terms and
Conditions issued by the Lead State are expressly not adopted by Oregon SPO and Contractor,
and will not govern this Addendum.
WSCA Participating Addendum No. 2590
Page 2 of 22
8.4 "ORCPP" means the Oregon Cooperative Purchasing Program, under which
members including local governments, agencies, and organizations in the state of Oregon are
authorized to purchase goods and services available under an agreement, like this Addendum,
entered into by Oregon SPO.
8.5 "Purchaser" means an entity that submits a Purchase Order to Contractor raider
this Addendum. A Purchaser may be either (1) Oregon SPO, (2) an agency submitting a
Purchase Order under Oregon SPO purchasing authority and direction, (3) an Independent
Agency, or (4) an ORCPP member with its own purchasing authority.
8.6 "Purchase Order" means a document submitted by a Pin-chaser to Contractor
under this Addendum that specifies a quantity and type of goods or services that .Purchaser is
purchasing and which Contractor will provide to Purchaser under the terms of this Addendum.
8.7 "Services" means installation, configuration, implementation, and training
regarding products (including software) sold by Contractor under this Addendum. The Services
include but are not limited to Contractor's value added services described in Exhibit 1.
8.8 "Volume License Agreement" (or "VLA") means an agreement between a
software publisher and a Purchaser in which the Purchaser's past purchases from that publisher
are considered in establishing a discount on future purchases.
9. Use of Purchase Orders.
9.1 Purchase Order forms. Purchasers may use their own Purchase Order forms,
and may also use Oregon SPO's Purchase Order forin. If the terns of any Purchase Order form
differ from the terms of this Addendum, the terms of this Addendum supersede inconsistent
terms. Each Purchase Order should contain the following language on the first page:
"This Purchase Order is issued under the Western States Contracting Alliance Master
Agreement ADSP011 00000358-3 and the Participating Addendum entered into by
Oregon. SPO, contract number 2590. The terms of the Participating Addendum govern
this purchase and supersede any inconsistent terns."
9.2 Effect of Purchase Orders. Only a Purchaser issuing a Purchase Order is liable
for purchases made under the order. The State of Oregon expressly disclaims any liability for
purchases made by entities that are not Oregon state agencies.
9.3 Verification of Purchasers. Contractor is responsible for verifying that it
provides goods and services under this Addendum only to Purchasers. Contractor may verify
that a particular entity is an ORCPP member on-line at
http://www.oregon.gov/DAS/PFSS/SPO/coop-luenu.shtml or by using the Oregon Procurement
Information Network (ORP1N) at http://orpin.oregon.gov/open.dll/welcome.
10. Software purchases and services.
10.1 Software purchases. The goods to be provided under this Addendum include
IBM software products and any other software product that cannot be supplied by Dell under
WSCA Participating Addendum No. 2590
Page 3 of 22
Oregon SPO's price agreement number 0450. Contractor's prices for its goods and services are
shown in Exhibit 2.
10.2 IBM. software licensing terms.
(a) Background. On October 17, 2007, Oregon SPO and International Business
Machines Corporation ("IBM") entered into (1) the Agreement to Amend and Supplement the
Terms and Conditions of the IBM International Program License Agreement, and (2) the
Agreement-to Amend and Supplement the Terms and Conditions of the IBM International
Passport Advantage Agreement. Together, these two agreements are referenced as the
"Customized IBM Licensing Terms." The purpose of the Customized IBM Licensing Terms
was make it easier for Oregon SPO and IBM to do business under a standard set of software
licensing terms and to relieve the necessity to negotiate each software license individually.
(Oregon agencies may negotiate their own software licenses with IBM if they want or need more
customization.)
(b) Application to this Addendum. If Purchasers purchase IBM software under this
Addendum, that software will presumed to be subject to the Customized IBM Licensing Teiins
unless a Purchaser expresses a contrary intention and contacts IBM to negotiate terms relating to
that purchase. The Customized IBM Licensing Terms are posted on ORPIN, and Purchasers
may also obtain copies of the Customized IBM Licensing Terms from Oregon SPO.
10.3 Value added services. Contractor will provide to Purchasers the value added
services listed in Exhibit 1 to this Addendum.
10.4 Periodic meetings with Contractor. At Oregon SPO's request, on a regular basis
Contractor must meet to conduct a broad review of all the sales, goods, services, ongoing
operations, performance, and billing accuracy.
11. Payment terms.
11.1 A Purchaser will pay Contractor for goods and services at the rates set forth in a
Purchase Order. All payments to Contractor are subject to ORS 293.462. Purchasers may make
payments under this Addendum by check or credit card. Credit card payments shall only be
allowed for orders up to $5,000 per the state limit.
11.2 Invoices. A Purchaser will pay Contractor no more than once each month for
undisputed amounts due upon Contractor's submission of detailed invoices that set forth the
goods and services accepted by the Purchaser. Such invoices will describe the purchased goods
and services delivered to and accepted by Purchaser for which Contractor seeks payment.
Contractor shall request payment only for Goods or Services accepted by a Purchaser. Contractor
shall submit invoices electronically to Purchaser's representative as otherwise designated on a
Purchase Order or otherwise.
11.3 Contractor's invoices must include the following information:
(a) Participating Addendum number.
(b) Purchase Order number.
(c) Goods and services ordered.
WSCA Participating Addendum No. 2590
Page 4 of 22
(d) Date of Contractor's delivery.
(e) Quantity of goods delivered.
(f) The price per item of delivered goods.
(g) The total amount due. And
(h) The address to which payment is to be sent.
11A Invoice disputes. Purchasers may review invoices for compliance with the
requirements of this Addendum, and in the event of a discrepancy may dispute an invoice.
Purchasers will not pay disputed claims until the dispute is resolved. Purchasers will pay
undisputed portions of disputed or incorrect invoices where the undisputed portion can be easily
identified by Purchaser. Payment of an amount less than the total amount due on an unpaid
invoice must be credited by Contractor as directed by Purchaser. In no event may Contractor
apply any payment or portion thereof to any particular amount or item that is subject to any
claim of error or dispute between the parties. Contractor shall have three months from the date
of any disputed billing item to give notice and initiate a dispute against Purchaser. Once
Contractor has given notice of Contractor's intention to initiate a dispute against Purchaser, the
parties shall attempt to resolve the dispute within 6 months. Purchasers shall have two years from
the date of any disputed billing item to give notice and initiate a dispute against Contractor.
Once Purchaser has given notice of Purchaser's intention to initiate a dispute with Contractor,
the parties shall attempt to resolve the dispute within 6 months.
11.5 No additional fees. The cost for software products listed in Exhibit 2 is the only
allowable charge. Contractor may not add any other fees or charges irrespective of the payment
method used by a Purchaser.
12. Funds available and non-appropriation. A Purchaser's payment obligations under this
Addendum are conditioned upon Purchaser receiving funding, appropriations, limitations,
allotments, or other expenditure authority sufficient to allow Purchaser, in the exercise of its
reasonable administrative discretion, to meet its payment obligations under any Purchaser Order.
Nothing in this Addendum or Purchaser Order is to be construed as permitting any violation of
Article Xl, section 7 of the Oregon Constitution or any other law regulating liabilities or
monetary obligations of the State of Oregon.
13. Volume sales reports and vendor collected administrative fees.
13.1 Volume sales reports.
13. 1.1 Contractor shall submit to Oregon SPO a volume sales report ("VSR") in the
same format as requested by the WSCA Master Price Agreement, no later than thirty (30)
calendar days from the end of each calendar quarter, whether or not there are sales under this
Addendum. When no sales have been recorded for a quarter, Contractor's VSR must state "No
sales for the quarter. The calendar quarters end on March 31, June 30, September 30, and
December 31.
13.1.2 Content of VSRs. Contractor's VSR must include the following information:
(a) Complete and accurate details of all receipts (sales and refunds) for the reported
period.
WSCA Participating Addendum No. 2590
Page 5 of 22
(b) Such other information as Oregon SPO may reasonably request.
13.1.3 VSR delivery requirements. Contractor shall deliver VSRs by email with the
VSR in the form of a Microsoft Excel (.xls) spreadsheet attached to the email. Print outs of
VSRs are not acceptable. Electronic copies of VSRs on compact disks are only acceptable if the
size of the file precludes transmission by email. Approval from the Oregon SPO representative
must be obtained for deviations from these requirements.
13.1.4 Delivery of VSRs. The first VSR submitted by Contractor must be submitted to
the Oregon SPO representative for review and approval. The first VSR and all subsequent VSRs
must be submitted by email to: vca£reporting@state.or.Lis. The Oregon SPO representative's
receipt of VSRs does not preclude Oregon SPO from challenging the accuracy of VSRs at any
time.
13.2 Vendor collected administrative fee.
13.2.1 Vendor collected administrative fee (VCAF) definition. WAY means
one percent (1%) of Contractor's gross total sales, less any credits, made to Purchasers under this
Addendum during each calendar quarter.
13.2.2 VCAF payments. During the term of this Addendum, Contractor shall
pay the VCAF amount to Oregon SPO within forty-five (45) calendar days after the end of each
calendar quarter.
13.2.3 Contractor must not reflect the VCAF fee as a separate line item charge to
Purchasers. Contractor's prices must reflect all Contractor's charges to Purchasers, including the
VCAF amount. Oregon SPO will invoice Contractor for the VCAF on invoices based on
Contractor's VSR. Contractor is responsible for submitting timely VSR reports and making
timely VCAF payment to Oregon SPO.
13.2.3.1 Payment format. Contractor's VCAF payment shall be made in the form
of a check sent to the address below (or to such other address designated by the Oregon SPO
representative). Any form of VCAF payment other than a check must be specifically approved
in writing by the representative.
State of Oregon
Department of Administrative Services
Attn: State Procurement Office
1225 Ferry Street SE, U140
Salem, Oregon 97301-4285
13.2.3.2 Interest on payments. Any payments owed by Contractor to Oregon
SPO which are made after the due date indicated on the invoice shall accrue interest at a rate of
18% per annum or the maximum rate permitted by law, whichever is less, until the overdue
amount has been paid in full. Oregon SPO's right to interest on late payments shall not preclude
Oregon SPO from exercising any of its other rights or remedies pursuant to this Addendum or
otherwise with regards to Contractor's failure to make timely payments.
WSCA Participating Addendum No. 2590
Page 6 of 22
13.3 Audit rights. Oregon SPO shalt have the right during regular business hours and upon
reasonable notice, at Contractor's premises, by itself or by a person authorized by it, to audit
Contractor's books and records to determine and verify the information reported in any VSRs.
In the event that any such audit reveals underpayment of VCAF fees, Contractor shall
immediately pay the amount of deficiency, together with interest thereon at the rate provided in
Section 13.2.3.2. At Oregon SPO'S request, Contractor shall pay the reasonable cost of an audit,
but only if such audit reveals that an underpayment may, exist as determined by Oregon SPO.
14. Contractor warranties. Contractor makes the representations and warranties in this
section for the benefit of Purchasers. Purchasers are entitled to the warranties, rights, remedies,
and benefits under this Addendum and the Master Agreement. Without limiting the generality of
the warranty provisions of the Master Agreement, Contractor represents and warrants to
Purchasers that:
14.1 The Contractor warranties below (from Section 7 of the Uniform Terms and
Conditions from the WSCA documentation) are included in this Addendum.
(a) Liens. Contractor warrants that the materials supplied under this Addendum are
free of liens and shall remain free of liens.
(b) Quality. Unless otherwise modified elsewhere in these terms and conditions,
Contractor warrants that, for one year after acceptance by a Purchaser of the materials goods and
services, they shall be: (a) of a quality to pass without objection in the trade under the description
in a Purchase Order; (b) fit for the intended purpose for which the materials are used; (c) within
the variations permitted by the Addendum and are of even kind, quantity, and quality within each
unit and among all units; (d) adequately contained, packaged and marked as the Purchase Order
may require; and (e) conform to the written promises or affirmations of fact made by Contractor.
(c) Fitness. Contractor warrants that any material goods and services supplied to a
Purchaser shall fully conform to all the requirements of this Addendum and all representations of
Contractor, and should be fit for all purposes and uses required by this Addendum.
(d) Inspection and testing. The warranties set forth in subparagraph 7.1 through 7.3 of
this paragraph Sections 14.1(a) to 14.1(c) are not affected by inspection or testing of or payment
for the goods and services by a Purchaser.
(e) Compliance with applicable laws. The materials and services supplied under this
Addendum comply with all applicable federal, state and local laws, and Contractor shall
maintain all applicable license and pen-nit requirements.
(f) Survival of rights and obligations after Addendum expiration or termination.
(h) Contractors representations and warranties. All representations and warranties
made by the Contractor under this Contract shall survive the expiration or tennination hereof.
Purchasers are not subject to or barred by any limitations of actions. .
(g) Purchase orders. Contractor shall, in accordance with all the terms and conditions
of this Addendum, fully perform and shall be obligated to comply with all Purchase Orders
received by Contractor prior to the expiration or tennination hereof, unless otherwise directed in
WSCA .Participating Addendum No. 2590
Page 7 of 22
writing by Oregon SPO, including without limitation, all Purchase Orders received prior to but
not fully perfonned and satisfied next at the expiration or termination of this Addendum.
14.2 Contractor has the power and authority to enter into and perform this Addendum
and that this Addendum, when executed and delivered, will be a valid and binding obligation of
Contractor enforceable in accordance with its terms.
14.3 Contractor will, at all times during the term of this Addendum, be qualified to do
business in the State of Oregon, professionally competent and duly licensed to perform the
Services under this Addendum.
14.3 All goods purchased delivered by Contractor will be new, unused, current
versions and models for the longer of Contractor's or the publisher's warranty period, through
the expiration of the longer warranty period.
14.4 All goods and services delivered by Contractor will materially conform to, and
meet or exceed, the specifications set forth in a Purchase Order, this Addendum, the Master
Agreement, or any documentation provided by Contractor or the publisher. All good and
services which do not conform to a Purchase Order may be returned to Contractor for a full
refund.
14.5 All services perfonned by Contractor will be performed in accordance with the
highest applicable professional or industry standards, and that only workmanship of the first
quality shall be employed.
14.6 Contractor's performance creates no potential or actual conflict of interest, as
defined by ORS chapter 244, for either Contractor or any Contractor personnel who perform
services for Purchasers.
14.7 Contractor must transfer to Purchaser all transferrable manufacturer warranties
covering goods at time of delivery at no charge. Warranties from IBM are transferable to
Purchasers.
14.8 All goods provided by Contractor are free and clear of any liens and
encumbrances. No other person has any right, title or interest in the goods which is superior to
or infringes upon the rights transferred to a Purchaser.
14.9 Contactor shall transfer all goods and services to Purchasers free and clear of any
and all restrictions on or conditions of transfer, modification, licensing, sublicensing, direct or
indirect distribution, or assigmnent, and free and clear of any and all liens, claims, mortgages,
security interests, liabilities, and encumbrances of any kind. In addition, Contactor shall, to the
best of its ability to control, transfer software to Purchasers free and clear of any and restrictions
on or conditions of transfer, modification, licensing, sublicensing, direct or indirect distribution,
or assignment.
14.10 When used as authorized by this Addendum, no service performed by Contractor
infringes any copyright, patent, trade secret, trademark, or other proprietary right of any third
party, nor will Purchaser's use, duplication, or transfer of the services infringe any such rights.
WSCA Participating Addendum No. 2590
Page 8 of 22
14.11 All services provided by Contractor comply with all applicable federal and state
health and safety standards.
14.12 Any approved subcontractors performing work for Contractor tinder this
Addendum have assigned all of their rights in the goods and services to Purchaser. No third
party has any right, title or interest in any goods or services supplied to Purchaser.
14.13 The warranties set forth in this Addendum are in addition to, a nd not in lieu of,
any other warranties provided in the Master Agreement. All warranties provided in this
Addendum and in the Master Agreement are cumulative and will be interpreted expansively so
as to afford Purchaser the broadest protection available.
15. Indemnities and Liability.
15.1 General indemnity. Contractor will defend and indemnify Purchaser and the
State of Oregon and their agencies, subdivisions, officers, employees and agents (together, the
Indemnified Parties") from and against all claims, suits, actions, losses, damages, liabilities,
costs, expenses, and attorney fees of any nature whatsoever (together, "Claims") resulting from,
arising out of, and relating to services performed by Contractor under this Addendum and the
activities of Contractor and its officers, employees, subcontractors or agents under this
Addendum, including without limitation claims for personal injury, death, and property damage.
15.2 Defense of indemnity claims. Contractor's obligation to defend and indemnify a
Purchaser is conditioned on Purchaser providing to Contractor prompt notification of a Claim or
potential Claim of which Purchaser becomes aware that may be the subject of those sections.
However, to the extent Purchaser's notice is delayed, Contractor's obligation to defend and
indemnify is only foregone only to the extent it is prejudiced by the delay. Contractor may
control the defense and settlement of any Claim. However, neither Contractor nor any attorney
engaged by Contractor may defend a claim nor purport to act as legal representative in the name
of the State of Oregon or the .Indemnified Parties, without the approval of the Oregon Attorney
General. Contractor may not settle any claim on behalf of the State of Oregon without the
approval of the Attorney General. The State of Oregon may, at its election, assume its own
defense by providing notice to Contractor. Contractor may not settle any indemnity claim on the
State of Oregon's behalf without the prior written consent of the Oregon Attorney General. The
participation of the State of Oregon under this section will not relieve Contractor of its obligation
to indemnify the State of Oregon.
15.3 Limitation of liability. Except for indemnity and defense liability or
confidentiality violations, or claims for personal injury, including death, or damage to property
arising from the negligence, reckless conduct, or intentional acts of Contractor, its officers,
employees or agents, Contractor's liability for damages to the State of Oregon for individual
claims is limited to the greater of one million dollars or two times the aggregate value of all
payments made by Purchasers under this Addendum over the two year period prior to notice of a
claim. Neither party is liable to the other party for any consequential or incidental damages.
(a) Risk of loss. Contractor shall bear all loss of conforming goods and services
provided under this Addendum until received by Purchasers at the location designated in a
WSCA Participating Addendum No. 2590
Page 9 of 22
Purchase Order. Mere receipt does not constitute final acceptance. The risk of loss for
nonconforming goods and services shall remain with Contractor regardless of receipt.
(b) Indemnification - Contractor indemnification. The parties to this Addendum
agree that the Oregon SPO, Purchasers, and the State of Oregon, and its departments, agencies,
boards and commissions shall be indemnified and defended by Contractor for the vicarious
liability of the State of Oregon as a result of entering into this Addendum. However, the parties
further agree that the State of Oregon, its departments, agencies, boards and coimnissions shall
be responsible for their own negligence. Each party to this Addendum is responsible for its own
negligence.
(c) Indemnification - public agency language only. Each party (as "indemnitor")
agrees to indemnify, defend, and hold harmless the other party (as "indemniee") from and
against any and all claims, losses, liability, costs, or expenses (including reasonable attorney's
fees) (hereinafter collectively referred to as "claims") arising out of bodily injury to a person
(including death) or property damage which are caused by acts, omissions, negligence,
misconduct, or other fault of the indemnitor, its officers, officials, agents, employees, or
volunteers.
(d) Indemnification patent and copyright. Contractor shall indemnify and defend
Oregon SPO, Purchasers, and the State of Oregon from and against any liability, including costs
and expenses, for infringement or claimed infringement of any patent, trademark, copyright or
other intellectual property rights arising out of Contractor's performance under this Addendum
or arising out of Purchaser's use of goods and services provided under this Addendum.
(e) Third Party antitrust violations. Contractor assigns to Oregon SPO any claim for
overcharges resulting from antitrust violations to the extent that those violations concern goods
or services supplied by third parties to Contractor, toward fulfillment of obligations under this
Addendum.
16. Term and Termination of Addendum.
16.1 Term of Addendum. The initial term of this Addendum will be one year
beginning on the date that Oregon SPO signs the Addendum. SPO may extend the term of the
Addendum for additional periods not to exceed a cumulative total of five years, unless
terminated earlier in accordance with the termination provisions set forth herein. Irrespective of
any termination, a Purchaser's rights under the terms of this Addendum continue in force for any
goods and services accepted by a Purchaser.
16.2 Termination of Addendum. In addition to any termination rights in the Master
Agreement, Oregon SPO may terminate this Addendum, in whole or in part, immediately upon
notice to Contractor, or at such later date as Oregon SPO may establish in such notice, for no
reason or for any reason. Oregon SPO may also terminate this Addendum on the occurrence of
any of the following events:
(a) Oregon SPO fails to receive funding, appropriations, limitations, allotments, or
other expenditure authority at levels sufficient to allow a Purchase, in the exercise of its
reasonable administrative discretion, to meet its payment obligations under this Addendum.
WSCA Participating Addendum No. 2590
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(b) .Federal, state, or local laws, regulations or guidelines are modified or interpreted
in such a way that either the purchase of goods or delivery of services under this Addenduum is
prohibited or a Purchaser is prohibited from paying for such goods or services from the planned
funding source.
16.3 Upon receipt of written notice of termination, Contractor shall stop performance
tinder all Purchase Orders under this Addendum as directed by Oregon SPO. Contractor must
notify Oregon SPO and effected Purchasers regarding the status of Purchase Orders which have
not been fully performed by Contractor at the tune of the tei7nination.
16.4 Termination of this Addendum or the Master Agreement does not extinguish or
prejudice Oregon SPO's or a Purchaser's right to enforce this Addendum or a Purchase Order,
including any right of the Oregon SPO or a Purchaser to indemnification by Contractor. If this
Addendum or a Purchase Order is so terminated, the Purchaser will pay Contractor in accordance
with the terms of a Purchase Order for goods and services which are accepted by the Purchaser.
17. Termination of individual Purchase Orders.
17.1 A Purchaser may, at its sole discretion, terminate individual Purchase Orders, in
whole or in part, upon 30 days written notice to Contractor.
17.2 A Purchaser may terminate individual Purchase Orders, in whole or in part,
immediately upon notice to Contractor, or at such later date as Purchaser may establish in such
notice, for no reason or for any reason. A Purchaser may also terminate this Purchase Orders on
the occurrence of any of the following events:
(a) A Purchaser fails to receive firiding, appropriations, limitations, allotments, or
other expenditure authority at levels sufficient to allow a Purchaser, in the exercise of its
reasonable administrative discretion, to meet its payment obligations under a Purchase Order.
(b) Federal, state, or local laws, regulations or guidelines are modified or interpreted
in such a way that either the purchase of goods or delivery of services under this Addendum is
prohibited or a Purchaser is prohibited from paying for such goods or services from the planned
funding source.
(c) Contractor commits any material breach of this Addendum or a Purchase Order
17.3 Upon receipt of written notice of termination, Contractor will stop performance
under the Purchase Order as directed by Purchaser.
17.4 Termination of a Purchase Order does not extinguish or prejudice Purchaser's
right to enforce the .Purchase Order, including any right of Purchaser to indemnification by
Contractor. In addition, termination of a Purchase Order does not extinguish or prejudice
Purchaser's right to enforce the warranty, indemnification, governing law, venue and consent to
jurisdiction provisions of this Addendum. If a Purchase Order is terminated, Purchaser will pay
Contractor in accordance with the terms of this Addendum for goods and services accepted by
Purchaser.
WSCA Participating Addendum No. 2590
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18. Compliance with law
(a) Contractor will comply with all federal, state, and local laws, rules, regulations,
executive orders, and ordinances applicable to Contractor's performance and to the goods and
services purchased tinder this Addendum.
(b) Without limitation, a Purchaser's performance under this Addendum and
Purchase Orders is conditioned on Contractor's compliance with the provisions of ORS
27913.220, 279B.230, 27913.235, and 279B.270. In addition, Contractor warrants the goods and
services provided under this Addendum will comply with all federal Occupational Safety and
Health Administration (OSHA) requirements and with all Oregon safety and health
requirements, including those of the Oregon Workers' Compensation Division. Contractor must
comply with (a) Title VI of the Civil Rights Act of 1964, (b) Section v of the Rehabilitation Act
of 1973, (c) the Americans with Disabilities Act of 1990 and ORS 659.425, (d) all regulations
and administrative rules established pursuant to the foregoing laws, and (e) all other applicable
requirements of federal and state civil rights and rehabilitation statutes, rules and regulations.
(c) Application of Public Records Law. Contractor acknowledges that any
disclosures Contractor makes to Purchaser under this Addendum are subject to application of the
Oregon Public Records Law, including but not limited to ORS 192.410 to 192.505, the
provisions for the custody and maintenance of public records, ORS 192.005 to 192.710, and of
ORS 646.461 to 646.475. The non-disclosure of documents or of any portion of a docunent
submitted by Contractor to Purchaser may depend upon official or judicial determinations made
pursuant to the foregoing laws. Contractor will be notified prior to Purchaser's release of
documents to entities other than participating agencies or other State agencies. Contractor shall
be exclusively responsible for defending Contractor's position concerning the confidentiality of
the requested documents, at its own expense.
(d) Recycled Products. Contractor must use, to the maximum extent economically
feasible in the performance of this Contract, recycled paper (as defined in ORS
279A.010(1)(gg)), recycled PETE products (as defined in ORS 279A.010(1)(hh), and other
recycled plastic resin products and recycled products (as "recycled product" is defined in ORS
279A.010(1)(ii).
19. Notices. Except as otherwise provided in a Purchase Order, any notices to be given
tinder this Addendum or under a Purchase Order must be given in writing by personal delivery,
or by facsimile transmission, or by mailing the notice, postage prepaid, to the address or number
set forth on the Purchase Order. Any communication so addressed and mailed will be deemed to
have been received five calendar days after mailing. Any communication delivered by facsimile
will be deemed to be given when a confirming report for the transmission is generated by the
transmitting machine. To be effective against the receiving party, a facsimile transmission or
mailed notice must be confirmed by telephone notice and email notice to the receiving party's
authorized representative. Any notice by personal delivery will be deemed to be given when
actually received by the appropriate authorized representative. For notices given under this
Addendum, the contact information for representatives of Contractor and Oregon SPO are set
forth in Section 5 of the Addendum.
WSCA Participating Addendum No. 2590
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20. Confidential Information and non-disclosure.
(a) In the course of performing under this Addendum, Contractor may be exposed to or
acquire information that is confidential to Oregon SPO and Purchasers. Any information of any
form obtained by Contractor and its employees and agents (together, "Contractor Personnel") in
the performance of this Addendum and Purchase Orders is confidential information of Oregon
SPO and Purchasers ("Confidential Information"). Contractor must treat any reports or other
documents or items which result from the use of the Confidential Information in the same
manner as Confidential Information.
(b) Non-disclosure obligation. Contractor must hold Confidential Information in
confidence, using at least the same degree of care that Contractor uses in maintaining its own
confidential information, and must not copy, reproduce, sell, assign, license, market, transfer or
otherwise dispose of, give, or disclose Confidential Information to third parties (other than
Contractor personnel who.have a need to know such information). Contractor must not use
Confidential Information for any propose whatsoever other than in performing under this
Addendum. Contractor must advise Contractor Personnel in writing of their obligations to keep
the Confidential Information confidential. Contractor must use commercially reasonable efforts
to assist Purchasers in identifying and preventing any unauthorized use or disclosure of any
Confidential Information. Without limiting the foregoing, Contractor must advise Purchasers
immediately if Contractor teams or has reason to believe that any person who has had access to
Confidential Information has violated or intends to violate the non-disclosure obligations of this
Addendum. Contractor will at its expense cooperate with Purchasers in seeking injunctive or
other equitable relief in the name of Purchasers or Contractor against any such person.
Contractor agrees that, except as directed by Purchasers, Contractor will not at any time during
or after the tern of this Addendum disclose, directly or indirectly, any Confidential Infonnation
to any person, except in accordance with this Addendum, and that upon termination of this
Addendum or at a Purchaser's request, Contractor will provide to the Purchaser all documents,
papers, and all other materials in Contractor's possession that contain Confidential Information
of that Purchaser.
(c) Confidential Information shall be deemed not to include information that (a) is or
becomes (other than by disclosure by Contractor) publicly known or is contained in a publicly
available document; (b) is furnished by Purchaser to others without restrictions similar to those
imposed by this Addendum; (c) is rightfully in Contractor's possession without the obligation of
nondisclosure prior to the time of its disclosure under this Addendum; (d) is obtained from a
source other than Purchaser without the obligation of confidentiality, (e) is disclosed with the
written consent of a Purchaser, or; (f) is independently developed by employees or agents of
Contractor who can be shown to have had no access to the Confidential Information.
21. Dispute resolution. In the event that there is any disagreement, dispute, breach, or claim
of breach, non-performance, or repudiation arising from, related to or in connection with the
Addendum or any Purchase Order, including without limitation to any party's failure or alleged
failure to comply with any of the provisions of the Addendum (collectively, a "Dispute"), other
than one related to the 'release of Confidential Information, Oregon SPO and Contractor shall
first conduct the following procedure in an attempt to resolve the Dispute:
WSCA Participating Addendum No. 2590
Page 1.3 of 22
(a) Oregon SPO and Contractor shall make every effort to settle any dispute through
their respective managers, within five calendar days of one party notifying the other party of a
dispute.
(b) If the dispute is not resolved between the managers, then either party may initiate
formal dispute resolution discussions by advising the other party in writing. The contact point
for these discussions shall be Oregon SPO's and Contractor's representatives set forth in Section
5 of the Addendum. Oregon SPO and Contractor shall attempt to resolve the dispute within five
calendar days of the notice from the other party that they are initiating this second level of
dispute resolution discussions. If Oregon SPO and Contractor mutually agree in writing that
there has been substantial progress toward resolution of the dispute, this second level may be
extended for an additional five business day period which shall commence at the conclusion of
the first five day period.
(c) Nothing in this section (1) shall in any way limit aparty's rights to seek injunctive
relief of any kind, at any time, with respect to any matter, or (2) in any way limit a party's right
to suspend or terminate the Addendum or pursue other remedies available under the Master
Agreement, Addendum, law or otherwise, or (c) remove the requirement to provide notices or
filings to meet deadlines otherwise required by law, or (d) constitute a waiver of the sovereign
immunity of the State of Oregon.
(d) Purchasers and Contractor shall attempt to resolve all Disputes related to Purchase
Orders under the procedures described in this section.
22. Governing taw. This Addendum and Purchase Orders are governed by and consti Lied in
accordance with the laws of the State of Oregon, without regard to principles of conflicts of laws.
23. Jurisdiction and venue.
(a) Oregon state agencies. Any clai n, action, suit, or proceeding (collectively
"Claim") between Contractor and Oregon SPO, or a Purchaser other than an ORCPP member,
that arises from or relates to this Addendum or a Purchase Order, must be brought and conducted
exclusively in the Circuit Court of Marion County for the State of Oregon.
(b) ORCPP members. Any Claims between Contractor and an ORCPP member that
arise from or are related to Purchase Orders must be brought and conducted exclusively within
the Circuit Court of the Oregon county in which the ORCPP member has its principal office, or
at Purchaser's option, within such other county as Purchaser will be entitled to proceed tinder the
venue laws of Oregon to bring or defend Claims.
(c) This section is not a waiver by the State of Oregon or any Purchaser of any form
of immunity, including but not limited to sovereign immunity or immunity based on the Eleventh
Amendment to the Constitution of the United States. If a Claim must be brought in a federal
court, then it must be brought and conducted exclusively in the United States District Court of
the District of Oregon. BY EXECUTION OF THIS ADDENDUM OR ACCEPTANCE OF A
PURCHASE ORDER, CONTRACTOR HEREBY CONSENTS TO THE PERSONAL
fURISDICTION PROVISIONS OF THIS ADDENDUM.
WSCA Participating Addendum No. 2590
Page 14 of 22
24. Entire agreement. This Addendum, including the Master Agreement and the exhibits to
this Addendum, constitutes the entire agreement between the parties on the subject matter hereof,
and supersedes all prior agreements, oral or written. The terms of this Addendum prevail and
govern in the case of inconsistent terms of any other document. There are no understandings,
agreements, or representations, oral or written, between these parties that are not specified in this
Addendum. No waiver, consent, modification, or change of terms of this Addendum binds either
party unless in writing and signed by both parties and all necessary state approvals have been
obtained. Such waiver, consent, modification or change, if made is effective only in the specific
instance and for the specific purpose given. The failure of Oregon SPO to enforce any provision
of this Addendum does not constitute a waiver of that or any other provision.
25. Foreign contractor. If Contractor is not domiciled in, or registered to do business in, the
State of Oregon as of the effective date of this Addendum, Contractor will promptly provide to
the Oregon Department of Revenue all information required by that department relative to the
Addendum. A Purchaser may withhold final payment under a Purchase Order until Contractor
has provided the Oregon Department of Revenue with the required infomation.
26. Independent contractor. Contractor is an independent contractor and is not an officer,
employee, or agent (as those teens are used in ORS 30.265) of Oregon SPO or Purchasers.
Contractor has no authority to bind Oregon SPO or Purchasers in any way. Contractor must not
hold itself out as an officer, employee, or agent of Oregon SPO or Purchasers. Neither party
shall make any statements, representations, or coirunitinents of any kind or to take any action
binding on the other except as provided for herein or authorized in writing by the party to be
bound.
27. Access to records. Contractor will maintain all fiscal records relating to this Addendum
and to Purchase Orders in accordance with generally accepted accounting principles and will
maintain any other records relating to this Addendum and Purchase Orders in such a manner as
to clearly document Contractor's performance. Contractor must provide access to Purchasers,
Oregon SPO, and the State of Oregon, and their representatives to all records including without
limitation to all books, documents, papers, plans and writings of Contractor which relate to this
Addendum and Purchase Orders to perform examination and audits and make copies. Contractor
will retain and keep accessible all such records for a minimum of six years following final
payment or termination of this Addendum, or such longer period as may be required by
applicable law, or until the conclusion of any audit, controversy or litigation arising out of or
related to this Addendum or a Purchase Order, whichever date is later.
28. Severability. If any term or provision of this Addendum is declared by a court of
competent jurisdiction to be illegal or in conflict with any law, the validity of the remaining
terms and provisions will not be affected, and the rights and obligations of the parties will be
construed and enforced as if the Addendum did not contain the particular teen or provision held
to be invalid.
29. Survival of terms. Any terms of this Addendum, which by their nature are intended to
survive termination or expiration including but not limited to warranties, indemnification, access
to records, governing law, venue, consent to jurisdiction, termination, and remedies will survive
the termination of this Addendum.
WSCA Participating Addendum No. 2590
Page 15 of 22
30. Insurance requirements.
Contractor shall provide coverage at least as broad and with limits of liability not less
than those stated below.
1. Commercial General Liability - Occurrence Form
Policy shall include bodily injury, property damage, personal injury and broad form
contractual liability.
• General Aggregate $2,000,000
• Products - Completed Operations Aggregate $1,000,000
• Personal and Advertising Injury $1,000,000
• Fire Legal Liability $ 50,000
• Blanket Contractual Liability - Written and Oral $1,000,000
• Each Occurrence $1,000,000
2. Business Automobile Liability
Bodily Injury and Property Damage for any owned, hired, and/or non-owned vehicles
used in the performance of this Contract.
Combined Single Limit (CSL) $1,000,000
3. Worker's Compensation and Employers' Liability
Workers' Compensation
Employers' Liability
Each Accident
Disease - Each Employee
Disease - Policy Limit
Statutory
$ 500,000
$ 500,000
$1,000,000
31. Amendments. (a) The parties may amend this Addendum from time to time. An
amendment must be in writing and signed by the parties.
WSCA Participating Addendum No. 2590
Page 16 of 22
(b) Oregon SPO, in its sole discretion, may add goods and services to this Addendum
on an as-needed basis from time to thne as detennine.d by Oregon SPO with input from
Purchasers. This process will be conducted either as an anticipated or unanticipated amendment
in accordance with OAR 125-246-0560(2) (general rule for amendments), or as a renegotiation
of the terms of the Addendum (to include price) in accordance with either OAR 125-246-
0560(8), or OAR 125-247-0288(3) (rule for renegotiated contracts).
(c) Oregon SPO may add or delete VLAs from the scope of this Addendum as it
determines appropriate and will require Contractor's assistance in doing so.
Oregon SPO: Contractor:
State of Oregon acting by and through the SH1 International Corp.
Department of Administrative Services, State
Procurement Office
By: - By:
j - ~qerW~j Aj7k)ik
0 M, fi a4ktc~
Name: Lori Nordlien Name: Natalie Slowik
Title: State Procurement Analyst Title: Contract Specialist
Date:" Date; 7/23/12
Approved pursuant to ORS 291.047
BY 00 ' 11r1A i~ L .3 i_
Name: Bo d Burnett
Title: Assistant Attorney General
Date: per Email dated 7/13/12
WSCA Participating Addendum No. 2590
Page 17 of 22
Exhibit 1
to
Participating Addendum
Value added services to be provided by Contractor
The services to be provided by Contractor under this Exhibit 1 are provided at no cost to
Oregon SPO and Purchasers.
1. Volume License Agreements. Contractor must assist Purchasers in establishing and
maintaining Volume License Agreement ("VLAs") with software publishers. Contractor will
aggregate VLAs together for reporting purposes.
2. Contractor may report sales to a software publisher for purposes of computing discounts
available under VLAs. Contractor must insure VLA sales are accurately credited to the
aggregated purchases under this Addendum for purposes of determining discounts available to
Purchasers and Oregon SPO.
3. Contractor must work with Purchasers to provide software using any method made
available by publishers, including but not limited to: original publisher disks, compact disk
copies of master media duplicated by the by Contractor, electronic downloads from the
publisher or third party websites, and other available methods.
4. Contractor must notify Oregon SPO and Purchasers of any changes in software products,
product versions, or product enhancements for any software purchased. This notification shall
be made as soon as possible but no later than 20 days before delivery.
5. Contractor must notify Oregon SPO and Purchasers of software license renewal terms
and assist in completing the renewal process.
b. Reporting functions. (a) Contractor shall provide on-line, real-time, web-based
reporting capabilities of purchases made under this Addendum for use by Oregon SPO and
Purchasers (the "users"). The reports must include current order status, including back order
status. Contractor must also provide the ability for users to create custom reports. Contractor's
system must allow users to select specific fields and create reports for specific needs, e.g. reports
showing the number of software licenses for asset management purposes, etc. The data fields
that Contractor must make available to users to create reports must include without limitation,
Purchase Order number, order number, invoice date, software publisher, publisher item number,
Contractor's item number, item description, quantity shipped, unit price, discounted price, and
total amount of order. Contractor's reporting system must allow the reports to be viewed online
as well as emailed as an electronic document to a user.
(b) Contractor must make the following reports available to users on at least quarterly
and more frequently upon request.
(1) Volume license reports by Purchaser level, state level, individual Purchaser level:
Report data fields:
Contracted units
WSCA Participating Addendum No_ 2590
Page 18 of 22
Units acquired to date
Addendum number
Addendum start and end dates
Good and services prices
(2) Backorder status reports:
Report data fields:
Purchase order number
Cost center (if provided by Purchaser on PO)
Usage country (if provided by Purchaser on PO)
Contractor part number
Publisher part number
Publisher name
Quantity ordered
Date ordered
Request date (if provided by Purchaser)
Estimated shipping date
Product type (license, maintenance, media, documentation, shrink-wrap)
(3) Purchasing history detail reports:
Report data fields:
Ship to address
Publisher name
Publisher contract number
Date ordered
Request date
Date shipped
Date invoiced
Invoice number
Purchase Order number
Cost center (if provided by agency on po)
Product type (license, maintenance)
Product name
Contractor's part number
Publisher part number
Quantity shipped
Price per unit
7. Presales support. Contractor shall assist users in making strategic software application
decisions by providing evaluation copies of software, product comparisons, needs analysis,
product information, and product recommendations. Contractor may not charge for these
services. If a Purchaser presents a quote from another vendor that is lower than Contractor's
listed price, Contractor must be willing to contact software publishers to attempt to obtain an
equal or lower price.
WSCA Participating Addendum No. 2590
Page 19 of 22
8. Price quotations. Contractor must provide a response to user requests for price quotes
within one business day. All quotes must be made in US dollars. Quote requests and responses
may be emailed or may be provided via telephone with email confirmation. Contractor's secured
website shall track all quotes by Oregon SPO and Purchaser (via sign-in by a Purchaser's
password) and should be easily accessible for viewing by quote number.
9. Ordering terms. Contractor must accept and fulfill Purchase Orders from Oregon SPO
and Purchasers and bill the appropriate user directly. Contractor may not impose a minimum
order amount. All sales under this Addendum must be accurately attributed to the Oregon SPO
aggregated sales volume. Contractor must provide a toll free telephone number and be able to
accept and return calls from 8:00 AM through 5:00 PM, Pacific Time, Monday through Friday,
except for Oregon state holidays. Contractor must accept payment by credit cards.
10. Web ordering. Contractor's website must include secure, encrypted, web based,
electronic ordering capability through a web portal dedicated to users under this Addendum.
Contractor shall manage the website with content approval from Oregon SPO's Contract
Administrator (as listed on Oregon SPO's ORP1N website). Contractor must make the following
tools available to users: electronic downloads (when available), instructions regarding cost and
delivery of media, and documentation. Contractor's website must include custom catalogs for
price lists and information specific to each software publisher as it pertains to the Oregon SPO's
needs. The website must also include a shopping cart feature that allows Purchasers to provide
shipping instructions. Purchasers must be able to place orders on the web either via credit card
or Purchase Order number. The website must be user-friendly to allow for quick and easy cross-
referencing and ordering. The website must provide Contractor's primary inside sales contact
information and whether that person is immediately available for assistance. If the sales contact
is not available, contact information must be provided for an alternative representative.
11. Shipping terms. Contractor must provide license numbers for orders that are drop
shipped from a publisher within two business days of delivery of an order. Contractor's
shipments must be delivered to a Purchaser's delivery address with a packing slip that contains
the Purchase Order number.
12. Issue troubleshooting. Contractor shall troubleshoot user and publisher issues.
Contractor must respond within 24 hours to all inquiries regarding problems with purchases
made under the Addendum.
13. Self-audit. Contractor shall conduct bi-annual self-audits with Oregon SPO and
Purchasers to identify potential compliance gaps.
14. Contractor shall have in place a product license inventory and asset management system,
which will include an accurate inventory record of product licenses purchased under this
Addendum. At a minimum, this system must be able to provide this information by Authorized
Purchaser.
15. Contractor shall have access to publisher representatives and shall assist Oregon SPO in
negotiating VLAs as requested.
WSCA Participating Addendum No. 2590
Page 20 of 22
lb. Contractor shall provide Purchasers with all requested information concerning software
purchases, including technical information, software patches, and other information from
software publishers.
17. Contractor must provide on-line, real time, product license, and maintenance inventory
tracking through the Internet for SPO and Purchasers. Contractor's system must only allow a
Purchaser to access its own Purchase Orders. However, Oregon SPO's Contract Administrator
must have access to all Purchaser Orders issued under this Addendum. The reports available on
Contractor's system must, at a minimum, include real time; accurate inventory record of product
purchased under this Addendum and must be able to provide the information sorted by Purchaser
and any delivery location required by a Purchaser. Contractor shall maintain a record of all
VLAs provided to Purchasers during the term of this Addendum. Contractor's system must
include the capability to electronically transfer this information to Oregon SPO, Purchasers, or
another vendor, whenever requested by Oregon SPO or a Purchaser.
18. Contractor shall conduct on-site training visits on how to use the Contractor website as
well as any other pertinent training within the first 30 days after the effective date of this
Addendum. Contractor shall provide training in at least three sites along the 1-5 corridor and up
to two other training sessions at other sites as specified by Oregon SPO. Training must include
representatives from IBM. Contractor shall provide any necessary training equipment and
materials, such as manuals, etc. Oregon SPO will arrange for the training sites. A Purchaser
requesting training will provide the computer lab space necessary to conduct the training.
Contractor shall also provide web-based training available to all Purchasers on demand.
19. Contractor is responsible to fix or replace any defective product purchased under the
Price Agreement within (7) business days of notification from Authorized Purchaser. Defective
is described as flawed media; any portion of media is unusable, product/source code errors
caused during media creation by the publisher or other outside source. Products ordered in error
may be returned to the Contractor within 30 days of receipt of product subject to approval of the
software publisher.
20. Contractor's product codes and numbers shall cross-reference older product codes and
numbers for ease of ordering.
WSCA Participating Addendum No. 2590
Page 21 of 22
Exhibit 2
to
Participating Addendum
Pricing of Contractor Goods and Services
1. IBM software products: 1.75% above Contractor cost
Note to Purchasers: See Section 10.1 of the Addendum. If a Purchaser wishes to purchase non-
IBM software under this Addendum, please contact the Oregon SPO representative (Lori
Nordlien).
2. If ordered under a Purchase Order, Contractor's consulting services may include at a
minimum installation, software configuration, and software training.
Position description (software) Hourly rate
Sr. Solutions Architect $220.00
Solution Architect $182.00
Sr. Consultant $143.00
Consultant $110.00
Associate Consultant $83.00
Sr. Project Manager $220.00
Project Manager $182.00
Sr. Engagement Manager $220.00
Note: The Contractor services in listed Exhibit 1 are made available by Contractor under this
Addendum for free, and are not subject to the hourly rates shown above.
WSCA Participating Addendum No. 2590
Page 22 of 22
Page 1 / 1
CITY OF
. ASHLAND -CAtE PO NUMBER
2L E M O 97 4/15/2015 12827
1 ST.
F~
ASHLAND, AND, OR 97520
(541) 488-5300
VENDOR: 019356 SHIP TO: Ashland Computer Services
SHI INTERNATIONAL CORP (541) 488-5339
290 DAVIDSON AVENUE 90 N MOUNTAIN
SOMERSET, NJ 08873 ASHLAND, OR 97520
FOB Point: Req. No.:
Terms: Net Dept.:
Req. Del. Date: Contact: Dan Hendrix
Special Inst: Confirming? NO
Quantity Unit Description Unit Price Ext. Price
100.00 User SHI Quotation #9443415 71.03 7,103.00
License for Office365 Government
Enterprise Level 1 Software, Microsoft
Part # U4S-00002
150.00 User License for Office365 Government 200.89 30,133.50
Enterprise Level 3 Software Microsoft
Part # U7S-00008
State of Oregon PA 2590
This Purchase Order is issued under the
Western States Contracting Alliance
Master Aqreement ADSP011 00000358-3 and
the Participatinq Addendum entered into
by Oregon SPO, contract number 2590.
The terms of the Participating Addendum
qovern this purchase andc supersede any
inconsistent terms.
3-Year Agreement approved by City
Council on April 7, 2015
SUBTOTAL 37 236.50
BILL TO: Account Payable TAX 0.00
20 EAST MAIN ST FREIGHT 0.00
541-552-2010 TOTAL 37,236.50
ASHLAND, OR 97520
Account Number Project Number Amount Account Number Project Number Amount
E 710.02.05.00.60570 37 236.50
Auth6eized Signature VENDOR COPY
FORM #3 CITY OF
ASHLAND
REQUISITION Date of request: 04/09/2015
Required date for delivery: 05/01/2015
Vendor Name SHI International Corp., Inc
Address, City, State, Zip 290 Davidson Ave, Somerset, NJ 08873
Contact Name & Telephone Number Brandon Barkley (503) 569-8183) Brandon_Barkley@shi.com
Fax Number (732) 564-8547
SOURCING METHOD
❑ Exempt from Competitive Bidding ❑ Emergent
❑ Reason for exemption: ❑ Invitation to Bid (Copies on file) ❑ Form #13, Written findings and Authorization
❑ AMC 2.50 Date approved by Council: ❑ Written quote or proposal attached
❑ Written quote or proposal attached
❑ Small Procurement Cooperative Procurement
Less than $5,000 ❑ Request for Proposal Co ies on file ® State of Oregon
❑ Direct Award Date approved by Council: Contract # ORPIN #2590
❑ Verbal/Written quote(s) or proposal(s) ❑ State of Washington
Intermediate Procurement ❑ Sole Source Contract # -1
GOODS & SERVICES ❑ Applicable Form (#5,6, 7 or 8) ❑ Other government agency contract"""~-'~
$5,000 to $100,000 ❑ Written quote or proposal attached Agency
❑ (3) Written quotes and solicitation attached ❑ Form #4, Personal Services $5K to $75K Contract #
PERSONAL SERVICES ❑ Special Procurement Intergovernmental Agreement
$5,000 to $75,000 ❑ Agency
❑ Form #9, Request for Approval
❑ Less than $35,000, by direct appointment ❑ Written quote or proposal attached Date original contract approved by Council:
❑ (3) Written proposals/written solicitation Date approved by Council: (Date)
❑ Form #4, Personal Services $5K to $75K Valid until: Date
Description of SERVICES Total Cost
NIA $
Item # Quantity Unit Description of MATERIALS Unit Price Total Cost
1 100 Users License for Office365 Government Enterprise Level 1 Software $71.03 $7,10100
Microsoft Part # U4S-00002
2 150 Users License for Office365 Government Enterprise Level 3 Software $200.89 $30,133.50
Microsoft Part #U7S-00008
® Per attached quote/proposal ? yeCL r 0-~ r-eTOTAL COST
$37,236.50
Project Number _ _ _ _ _ _ - _ _ _ Account Number
Account Number 710.02.05.00.605700 Account Number
`Expenditure must be charged to the appropriate account numbers for the financials to accurately reflect the actua expendi ure
IT Director in collaboration with department to approve all hardware and software purchases:
IT Director Date Support Ye /No
By signing this requisition form, I certify that the City's public contracting requirements have been satisfied.
Employee: Department Head:
(Equal to or greater than $5,000)
Department ManageriSupervi or. City Administrator:
r (Equal to or greater than $25,000)
Funds appropriated for current fiscal year: YES % NO
Finance birector- (Equal to or grea9'r than $5, 000) Date
Comments:
Form #3 - Requisition