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HomeMy WebLinkAboutCDW Government; 2022-12-06;Page 1 of 3 Version Date: ________________ Cloud Manu Code: ______________ CDW Customer Service Order Form Service Now Seller: CDW Government Seller Address: 200 N. Milwaukee Avenue, Vernon Hills, IL 60061 Customer: CITY OF CARLSBAD Subscription Term Start Date: Upon Service Activation Service Now Cloud Services Licensed User Quantity Fee Per User Initial Subscription Term Service Fee SERVICENOW EXPRESS UPG TO ITSM 67 $750.00 Year 1* $50250.00 SERVICENOW ITOM DISCOVERY 270 $96.00 Year 1* $25920.00 SERVICENOW INTEGRATIONHUB STARTER V2 1 $0.00 Year 1* $0.00 SERVICENOW GRANDFATHERED CUST TABLES 1 $0.00 Year 1* $0.00 SERVICENOW AGILE TEAM 1 $0.00 Year 1* $0.00 SERVICENOW TRANSITION 1 $0.00 Year 1* $0.00 SERVICENOW EXPRESS UPG TO ITSM 67 $750.00 Year 2* $50250.00 SERVICENOW ITOM DISCOVERY 270 $96.00 Year 2* $25920.00 SERVICENOW EXPRESS UPG TO ITSM 67 $750.00 Year 3* $50250.00 SERVICENOW ITOM DISCOVERY 270 $96.00 Year 3* $25920.00 For yearly payment details of above table see Exhibit “A” Quote # NCCD662 *The subscription term for the Cloud Services will automatically renew in one (1) year increments during the Initial Three(3)Year Subscription Term (each a “Renewal Term”) unless Customer cancels the Cloud Services as set forth below. ServiceNow Implementation Services One-Time Service Fee ServiceNow Fundamentals Training $N/A ServiceNow Knowledge 19 $N/A Initial Three (3) Subscription Cloud Fee Total: $228,510.00 with annual payment of $76,170 DocuSign Envelope ID: 50FAA39F-9052-41F2-BCCA-95D15968F7AB Page 2 of 3 Version Date: ________________ Cloud Manu Code: ______________ Implementation Services Fee Total: $0 Terms: 1. TERMS AND CONDITIONS - Customer’s obligations under this Customer Service Order Form, including its payment obligations are subject to, Exhibit “A.” unless Customer has entered into a written agreement with Seller covering Customer’s purchase of products and services from Seller (“Existing Customer Agreement”), in which case Customer’s obligations shall be subject to the terms of such Existing Customer Agreement. 2. PAYMENT – Customer will pay all Fees (as defined herein) for the use of the Cloud Services and the Implementation Services as set forth in Seller’s invoice, within 30 days after the date of the invoice, or in accordance with such other payment terms that may have been negotiated between Customer and Seller. In addition to the Service Fee for the Cloud Services and the Implementation Services, Customer will also be responsible for all additional fees for any subscription renewals and extensions, metered usage components consumed by Customer, and other subscriptions, features, products, services, or add-ons that Customer uses within the Cloud Services. Seller will invoice Customer in advance for the monthly or prepaid charges due for the Cloud Services purchased. Seller will invoice Customer on a one-time basis, in advance for the Implementation Services. Seller will invoice Customer in arrears for any metered usage or overage components (e.g., capacity overages, third party content, etc.). The Service Fee for the Cloud Services and the Implementation Services and all additional fees due hereunder are collectively referred to as “Fees”. 3. ADD-ON ORDERS - Any orders submitted by Customer to Seller for ServiceNow Cloud Services (and any associated Implementation Services) over the next twelve (12) months (the “Add-On Order(s)”) will be governed by the terms and conditions of this Customer Service Order Form. All Add-On Order(s) must include the name of the applicable ServiceNow Cloud Service, any associated Implementation Services, the Licensed User Quantity and the length of the initial term (e.g., 1, 2, or 3 years). The Initial Subscription Term for any Add-On Order(s) will commence on the date Seller provisions the new ServiceNow Cloud Services on behalf of Customer. 4. CANCELLATION - If Customer wants to cancel the Cloud Services at the end of the Initial Subscription Term or any Renewal Term, Customer must provide notice of cancellation at least thirty (30) days prior to the expiration of the Initial Subscription Term or Renewal Term. If Customer’s notice of cancellation is not received in a timely manner, the Cloud Services will automatically be extended for additional Renewal Terms. Customer will remain financially responsible for the Service Fee for the Cloud Services and all additional fees for any metered usage or overage based fees (e.g., capacity overages, third party content, etc.), and other subscriptions, features, products, services or add-ons, incurred for the Cloud Services prior to cancellation. 5. SERVICE SUSPENSION – In addition to any other rights Seller may have, Seller may suspend or terminate the Cloud Services if Customer fails to pay any Fees within ten (10) business days after the applicable due date. 6. NON-CANCELLABLE/NON-REFUNDABLE - Except as set forth above, the Cloud Services purchased under this Customer Service Order Form are non-cancellable and all Fees paid to Seller are non-refundable. /// /// /// /// /// /// /// /// /// BY SIGNING BELOW, Customer acknowledges and agrees that it is receiving the Cloud Services and the Implementation Services directly from ServiceNow, Inc.. (“Service Now”) pursuant to ServiceNow’s standard terms and conditions or such other terms as agreed upon by Customer and ServiceNow. Customer further acknowledges that ServiceNow and not Seller will be responsible for performance of the Cloud Services and the Implementation Services. CUSTOMER AUTHORIZED REPRESENTATIVE DocuSign Envelope ID: 50FAA39F-9052-41F2-BCCA-95D15968F7AB Page 3 of 3 Version Date: ________________ Cloud Manu Code: ______________ CITY OF CARLSBAD, a municipal corporation of the State of California Signature: Name: Title: Date: _______________________________________ APPROVED AS TO FORM: CINDIE K. McMAHON, City Attorney BY: Deputy City Attorney DocuSign Envelope ID: 50FAA39F-9052-41F2-BCCA-95D15968F7AB Assistant City Manager Geoff Patnoe 12/6/2022 Page 1 of 2 Version Date: Cloud Manu Code: CDW Customer Service Order Form Service Now Seller: CDW Direct, LLC Seller Address: 200 N. Milwaukee Avenue, Vernon Hills, IL 60061 Customer: CITY OF CARLSBAD Subscription Term Start Date: Year 3 Renewal Service Now Cloud Services Licensed User Quantity Initial Subscription Term Annual Service Fee Service Fee SERVICENOW DISCOVERY 3Y 270 Year 3 $25,920.00 SERVICENOW ITSM EXPRESS UPG 45 Year 3 $28,350.00 ServiceNow Implementation Services One-Time Service Fee n/a n/a Initial Subscription Term Cloud Fee Total: $54,270.00 Terms: 1.TERMS AND CONDITIONS - Except as provided in this Customer Service Order form, Customer’sobligations under this Customer Service Order Form, including its payment obligations are subject to thecurrent Third Party Cloud Services Terms and Conditions attached hereto as Exhibit A.2.PAYMENT – Customer will pay all Fees (as defined herein) for the use of the Cloud Services and theImplementation Services as set forth in Seller’s invoice, within 60 days after the date of the invoice, or inaccordance with such other payment terms that may have been negotiated between Customer and Seller. In addition to the Service Fee for the Cloud Services and the Implementation Services, Customer will also beresponsible for all additional fees for any subscription renewals and extensions, metered usage componentsconsumed by Customer, and other subscriptions, features, products, services, or add-ons that Customer useswithin the Cloud Services. Seller will invoice Customer in advance for the monthly or prepaid charges duefor the Cloud Services purchased. Seller will invoice Customer on a one-time basis, in advance for theImplementation Services. Seller will invoice Customer in arrears for any metered usage or overage components (e.g., capacity overages, third party content, etc.). The Service Fee for the Cloud Services andthe Implementation Services and all additional fees due hereunder are collectively referred to as “Fees”.3.ADD-ON ORDERS - Any orders submitted by Customer to Seller for ServiceNow Cloud Services (andany associated Implementation Services) over the next twelve (12) months (the “Add-On Order(s)”) willbe governed by the terms and conditions of this Customer Service Order Form. All Add-On Order(s) mustinclude the name of the applicable ServiceNow Cloud Service, any associated Implementation Services, theLicensed User Quantity and the length of the initial term (e.g., 1, 2, or 3 years). The Initial SubscriptionTerm for any Add-On Order(s) will commence on the date Seller provisions the new ServiceNow CloudServices on behalf of Customer. 4.SERVICE SUSPENSION – In addition to any other rights Seller may have, Seller may suspend or terminate the Cloud Services if Customer fails to pay any Fees within ten (10) business days after theapplicable due date. DocuSign Envelope ID: 0029440E-71B2-43D3-9369-BEF6EB378CD0 Exhibit A.DocuSign Envelope ID: 50FAA39F-9052-41F2-BCCA-95D15968F7AB Page 2 of 2 Version Date: Cloud Manu Code: 5. NON-CANCELLABLE/NON-REFUNDABLE - Except as set forth above, the Cloud Services purchased under this Customer Service Order Form are non-cancellable and all Fees paid to Seller are non-refundable. 6. SUPPLEMENTAL TERMS AND C ONDITIONS - a. "Confidential Information" does not include any information required to be disclosed by court order or by law, including the California Public Records Act or the Civil Discovery Act. Confidential information does not include the terms and conditions of any Statement of Work or Purchase Order. b. This Customer Service Order Form and any other agreement between the Seller and Customer will be governed by the laws of the State of California without regard to conflicts of laws rules and any dispute between the parties must be brought in a state or federal court in San Diego County, California. Seller consents to the personal and subject matter jurisdiction of these courts and waives the right to change venue. Although Seller and Customer may mutually agree to attempt to resolve any dispute through mediation, Customer does not agree to, and Seller may not compel Customer to, resolve any dispute through arbitration, whether binding or non-binding. . BY SIGNING BELOW, Customer acknowledges and agrees that it is receiving the Cloud Services and the Implementation Services directly from ServiceNow, Inc.. (“Service Now”) pursuant to the Use Authorization, which incorporates by reference the ServiceNow Subscription Service Agreement and the Subscription Service Guide, entered into between Customer and ServiceNow (collectively, the “ServiceNow Agreement”). Customer further acknowledges that ServiceNow and not Seller will be responsible for performance of the Cloud Services and the Implementation Services. CUSTOMER AUTHORIZED REPRESENTATIVE CITY OF CARLSBAD, a municipal corporation of the State of California Signature: Name: Title: Date: APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: _____________________________ Assistant City Attorney DocuSign Envelope ID: 0029440E-71B2-43D3-9369-BEF6EB378CD0 2/14/2022 Assistant City Manager Geoff Patnoe DocuSign Envelope ID: 50FAA39F-9052-41F2-BCCA-95D15968F7AB Page 3 of 2 Version Date: Cloud Manu Code: THIRD PARTY CLOUD SERVICES PLEASE READ THESE TERMS AND CONDITIONS VERY CAREFULLY THE TERMS AND CONDITIONS OF CUSTOMER’S PURCHASE OF THIRD PARTY CLOUD SERVICES (“CLOUD SERVICES”) FROM SELLER ARE LIMITED TO THOSE CONTAINED HEREIN. ANY ADDITIONAL OR DIFFERENT TERMS OR CONDITIONS IN ANY FORM DELIVERED BY YOU ("CUSTOMER") ARE HEREBY DEEMED TO BE MATERIAL ALTERATIONS AND NOTICE OF OBJECTION TO THEM AND REJECTION OF THEM IS HEREBY GIVEN. BY RECEIVING THE CLOUD SERVICE DIRECTLY FROM THE THIRD PARTY SERVICE PROVIDER (“CLOUD SERVICE PROVIDER”) OR BY MAKING PAYMENT TO THE CDW AFFILIATE IDENTIFED ON THE SERVICE ORDER FORM ("SELLER"), CUSTOMER AGREES TO BE BOUND BY AND ACCEPTS THESE TERMS AND CONDITIONS UNLESS CUSTOMER AND SELLER HAVE SIGNED A SEPARATE AGREEMENT WHICH EXPRESSLY GOVERNS THE RECEIPT OF CLOUD SERVICES, IN WHICH CASE THE SEPARATE AGREEMENT WILL GOVERN. ANY GENERAL DESCRIPTION OF THE CLOUD SERVICE AND/OR THE RESULTS THEREOF POSTED ON ANY SELLER WEBSITE OR MOBILE APPLICATION DO NOT CONSTITUTE PART OF THE AGREEMENT BETWEEN SELLER AND CUSTOMER. Important Information About These Terms and Conditions These Terms and Conditions constitute a binding contract between Customer and Seller and are referred to herein as either "Terms and Conditions" or this "Agreement". In addition to any agreement that references or incorporates these Terms and Conditions, Customer accepts these Terms and Conditions by making a purchase from or placing an order with Seller on any Seller website or mobile application (each, a "Site"). These Terms and Conditions are subject to change without prior notice, except that the Terms and Conditions posted on a Site at the time Customer places an order or signs a Customer Service Order Form will govern the order in question, unless otherwise agreed in writing by Seller and Customer. DocuSign Envelope ID: 0029440E-71B2-43D3-9369-BEF6EB378CD0DocuSign Envelope ID: 50FAA39F-9052-41F2-BCCA-95D15968F7AB Page 4 of 2 Version Date: Cloud Manu Code: Customer consents to receiving electronic records, which may be provided via a web browser or e-mail application connected to the Internet; individual consumers may withdraw consent to receiving electronic records or have the record provided in non-electronic upon written request to Seller. In addition, Internet connectivity requires access services from an Internet access provider. Contact your local access provider for details. Electronic signatures (or copies of signatures sent via electronic means) are the equivalent of written and signed documents. Customer may issue a Purchase Order for administrative purposes only. Additional or different terms and conditions contained in any such Purchase Order will be null and void. No course of prior dealings between the parties and no usage of trade will be relevant to determine the meaning of these Terms and Conditions or any Purchase Order or invoice, or any document in electronic or written form that is signed and delivered by each of the parties for the performance of the Cloud Services except for Seller’s customer services order form (each, a “Service Order Form”). Definitions “Affiliates” means, with respect to Seller, entities that Control, are Controlled by, or are under common Control with Seller; and, with respect to Customer, entities that Control, are Controlled by, or are under common Control with Customer. “Confidential Information” means, subject to the following sentence, any information or data of a confidential nature of a Party, its Affiliates or a third party in oral, electronic or written form that the receiving Party knows or has reason to know is proprietary or confidential and that is disclosed by a Party in connection with these Terms and Conditions or that the receiving Party may have access to in connection with these Terms and Conditions, including but not limited to the terms and conditions of each Statement of Work and/or Purchase Order. Confidential Information does not include Personal Data. "Control" or “Controlled” means the possession, directly or indirectly, of the power to direct or cause the direction of the affairs of another whether by ownership of shares, ability to appoint officers, contract or otherwise. "Force Majeure Event" means any event or circumstance arising which is beyond the reasonable control of Seller (including but not limited to any industrial dispute affecting any third party, carrier delays, embargos, acts of God or acts or laws of governmental regulations or government agencies, severe weather conditions, fire, flood, disaster, failure of power, civil riot, war or terrorism). "Laws" means any applicable federal, state, provincial, local, municipal, regional, foreign, international, multinational or other constitution, law, statute, treaty, rule, regulation, regulatory or legislative requirement, ordinance, license, restriction, judicial or administrative order, code, common law or other pronouncement having the effect of law. “Party” means individually, as applicable, Seller or Customer, and “Parties” means in each instance, Seller and Customer. DocuSign Envelope ID: 0029440E-71B2-43D3-9369-BEF6EB378CD0DocuSign Envelope ID: 50FAA39F-9052-41F2-BCCA-95D15968F7AB Page 5 of 2 Version Date: Cloud Manu Code: "Personal Data" means data which relates to a living individual who can be identified (a) from that data, or (b) from that data and other information which is in the possession of, or is likely to come into the possession of, the controller, and includes any expression of opinion about the individual and any indication of the intentions of the controller or any other person in respect of the individual. “Purchase Order” or “PO” means a document that is in electronic form and that contains an offer by Customer to purchase pursuant to these Terms and Conditions at a specified price as the same may be amended or modified from time to time and incorporates these Terms and Conditions. Governing Law THESE TERMS AND CONDITIONS AND ANY CUSTOMER SERVICE ORDER FORM WILL BE GOVERNED BY THE LAWS OF THE STATE OF ILLINOIS, WITHOUT REGARD TO CONFLICTS OF LAWS RULES. ANY ARBITRATION, ENFORCEMENT OF AN ARBITRATION OR LITIGATION WILL BE BROUGHT EXCLUSIVELY IN COOK COUNTY, ILLINOIS, AND CUSTOMER CONSENTS TO THE JURISDICTION OF THE FEDERAL AND STATE COURTS LOCATED THEREIN, SUBMITS TO THE JURISDICTION THEREOF AND WAIVES THE RIGHT TO CHANGE VENUE. CUSTOMER FURTHER CONSENTS TO THE EXERCISE OF PERSONAL JURISDICTION BY ANY SUCH COURT WITH RESPECT TO ANY SUCH PROCEEDING. Customer and Seller are solely obligated to address and resolve all disputes associated with these Terms and Conditions or any Customer Service Order Form, including any damages or injuries to the Customer’s Affiliates, and all claims related to these Terms and Conditions or any Customer Service Order Form will be brought by Customer in Cook County, Illinois as provided in these Terms and Conditions. Except in the case of nonpayment, neither party nor any Affiliate may institute any action in any form arising out of these Terms and Conditions more than one (1) year after the cause of action has arisen. The rights and remedies provided Seller under these Terms and Conditions are cumulative, are in addition to, and do not limit or prejudice any other right or remedy available at law or in equity. Cloud Services Customer acknowledges that it is receiving the Cloud Services directly from the Cloud Service Provider pursuant to the Cloud Service Provider’s standard terms and conditions or such other terms as agreed upon by Customer and the Cloud Service Provider (“Cloud Services Terms and Conditions”). Accordingly, Customer shall consider the Cloud Service Provider to be the contracting party and the Cloud Service Provider shall be the party responsible for providing the Cloud Services to the Customer and Customer will look solely to the Cloud Service Provider for any loss, claims or damages arising from or related to the provision of such Cloud Services. Payment Seller, or any of its Affiliates on behalf of Seller, may issue an invoice to Customer. All invoiced amounts and payments shall be made in United States Dollars. Any objections to an invoice must be made to Seller DocuSign Envelope ID: 0029440E-71B2-43D3-9369-BEF6EB378CD0DocuSign Envelope ID: 50FAA39F-9052-41F2-BCCA-95D15968F7AB Page 6 of 2 Version Date: Cloud Manu Code: within fifteen (15) days after the invoice date. Customer agrees to pay interest on all past-due sums at the lower of one and one-half percent (1.5%) per month calculated daily and compounded monthly (19.56% per annum) or the highest rate allowed by law. In the event of a default in the payment of an invoice, Customer will be responsible for all of Seller's costs of collection, including, but not limited to, court costs, filing fees and attorneys’ fees. In addition to any other means available to place orders, Customer may issue a PO to Seller. POs are not binding on Seller until accepted by Seller. Any issuance of a PO is for administrative purposes only. Any additional or different terms and conditions contained in any PO will be null and void. Export Sales If any transaction hereunder involves an export of items (including but not limited to, commodities, software or and/or technology) from the United States subject to the Export Administration Regulations, as amended, such export shall be in accordance with such laws or regulations, as applicable. Customer agrees that it will not divert, use, export or re-export any such items contrary to any applicable Laws in the U.S., Canada, European Union (EU) or United Kingdom. Customer expressly acknowledges and agrees that it will not export, re-export, dispose of or otherwise provide such items directly or indirectly: (a) to any entity or person within any country that is subject to U.S., Canadian, EU or United Kingdom economic sanctions, as applicable, imposing comprehensive embargoes without first obtaining prior authorization from the U.S. government, Canadian government, or the UK government, as applicable and (b) to entities and persons that are ineligible under U.S, Canadian, EU or UK law, as applicable, to receive such items. In addition, manufacturers' warranties for exported Cloud Services may vary or may be null and void for Cloud Services exported from the United States. Warranties Customer acknowledges that Seller is not the provider of the Cloud Services purchased by Customer hereunder and the only warranties offered are those of the Cloud Service Provider, not Seller or its Affiliates. In purchasing the Cloud Services, Customer relies on the Cloud Service Provider’s service descriptions and the terms and conditions set forth in the Cloud Services Terms and Conditions only and not on any statements, specifications, service descriptions or other specifications representing the Cloud Services that may be provided by Seller or its Affiliates. Customer expressly waives any claim that it may have against Seller or its Affiliates based on any product liability or infringement or alleged infringement of any patent, copyright, trade secret or other intellectual property rights with respect to the Cloud Services and also waives any right to indemnification from Seller or its Affiliates against any such claim made against Customer by a third party. Seller makes no warranties to Customer and Customer hereby acknowledges that Seller makes no warranties in regard to the applicability of all Laws affecting, without limitation the manufacture, performance, sale, packaging and labelling of the Cloud Services which are in force within Customer’s territory or any part of it (Local Regulations). Customer must satisfy itself that the Cloud Services comply with the Local Regulations in force from time to time. DocuSign Envelope ID: 0029440E-71B2-43D3-9369-BEF6EB378CD0DocuSign Envelope ID: 50FAA39F-9052-41F2-BCCA-95D15968F7AB Page 7 of 2 Version Date: Cloud Manu Code: Customer further acknowledges and agrees that Seller makes no representations, warranties or assurances that the Cloud Services are designed for or suitable for use in any high risk environment, including but not limited to aircraft or automobile safety devices or navigation, life support systems or medical devices, nuclear facilities, or weapon systems, and Customer shall indemnify, defend and hold Seller, its Affiliates, and its and their directors, officers, employees and agents harmless from any loss (of any kind), cost, damage or expense (including, but not limited to, attorneys’ fees and expenses) arising from any such use of the Cloud Services. Customer further agrees to review and comply with the Cloud Service Provider’s disclaimers and restrictions, if any, regarding the use of the Cloud Services, in high risk environments. EXCEPT AS SET FORTH IN ANY CUSTOMER SERVICE ORDER FORM, AND SUBJECT TO APPLICABLE LAW, SELLER MAKES NO OTHER, AND EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS, WARRANTIES, CONDITIONS AND COVENANTS, EITHER EXPRESS OR IMPLIED (INCLUDING WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, SATISFACTORY QUALITY, DURABILITY, ACCURACY OR NON-INFRINGEMENT) ARISING OUT OF, OR RELATED TO, THE CLOUD SERVICES OR THE HARDWARE OR SOFTWARE USED TO DELIVER THE CLOUD SERVICES. FURTHERMORE, SELLER DOES OT WARRANT THAT THE CLOUD SERVICES WILL BE TIMELY, UNINTERRUPTED OR ERROR FREE OR THAT THE CLOUD SERVICES WILL MEET CUSTOMER’S REQUIREMENTS. THE DISCLAIMER CONTAINED IN THIS PARAGRAPH DOES NOT AFFECT THE TERMS OF ANY CLOUD SERVICE PROVIDER’S WARRANTY. THIS DISCLAIMER AND EXCLUSION SHALL APPLY EVEN IF THE EXPRESS WARRANTY AND LIMITED REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE. THE TERMS OF THIS PARAGRAPH DOES NOT AFFECT THE TERMS OF ANY WARRANTIES FROM THE CLOUD SERVICES PROVIDER. CUSTOMER ACKNOWLEDGES THAT NO REPRESENTATIVE OF SELLER OR OF ITS AFFILIATES IS AUTHORIZED TO MAKE ANY REPRESENTATION OR WARRANTY THAT IS NOT IN THESE TERMS AND CONDITIONS. Customer shall be solely responsible for daily back-up and other protection of its data and software against loss, damage or corruption. Customer shall be solely responsible for reconstructing data (including but not limited to data located on disk files and memories) and software that may be lost, damaged or corrupted during the performance of Cloud Services. SELLER, ITS AFFILIATES, AND ITS AND THEIR SUPPLIERS, SUBCONTRACTORS AND AGENTS ARE HEREBY RELEASED AND SHALL CONTINUE TO BE RELEASED FROM ALL LIABILITY IN CONNECTION WITH THE LOSS, DAMAGE OR CORRUPTION OF DATA AND SOFTWARE, AND CUSTOMER ASSUMES ALL RISK OF LOSS, DAMAGE OR CORRUPTION OF DATA AND SOFTWARE IN ANY WAY RELATED TO OR RESULTING FROM THE CLOUD SERVICES. Seller shall not be liable for any loss or damage suffered or incurred by Customer arising from Seller's delay or failure to fulfil or otherwise discharge any of its obligations under these Terms and Conditions or any Customer Service Order Form or PO where such delay or failure is caused by any non-performance of its obligations by Customer, industrial dispute, sudden or substantial depletion of Seller's staff, or any Force Majeure Event. DocuSign Envelope ID: 0029440E-71B2-43D3-9369-BEF6EB378CD0DocuSign Envelope ID: 50FAA39F-9052-41F2-BCCA-95D15968F7AB Page 8 of 2 Version Date: Cloud Manu Code: Pricing Information; Availability Disclaimer Seller reserves the right to make adjustments to pricing and Cloud Services offerings for reasons including, but not limited to, changing market conditions, Cloud Services discontinuation, Cloud Services unavailability, and Cloud Service Provider price changes. Therefore, Seller cannot guarantee that it will be able to fulfill Customer’s orders. Limitation of Liability UNDER NO CIRCUMSTANCES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY SET FORTH HEREIN, WILL EITHER PARTY, ITS AFFILIATES OR ITS OR THEIR SUPPLIERS, SUBCONTRACTORS OR AGENTS BE LIABLE FOR: ANY LOSS OF PROFITS, LOSS OF SALES OR TURNOVER, LOSS OR DAMAGE TO REPUTATION, BUSINESS, REVENUES OR SAVINGS, LOSS, DAMAGE OR CORRUPTION OF DATA OR SOFTWARE, OR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITIES OF SUCH DAMAGES OR IF SUCH DAMAGES ARE OTHERWISE FORESEEABLE, IN EACH CASE, AND WHETHER A CLAIM FOR ANY SUCH LIABILITY IS PREMISED UPON BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY OF LIABILITY. THE ENTIRE LIABILITY OF EACH PARTY AND ITS AFFILIATES FOR DAMAGES FROM ANY CAUSE WHATSOEVER WILL NOT EXCEED THE LESSER OF: (A) THE AMOUNT PAID OR PAYABLE BY CUSTOMER FOR THE CLOUD SERVICE(S); OR (B) $100,000. ALL EXCLUSIONS AND LIMITATIONS IN THESE TERMS AND CONDITIONS AND/OR ANY PURCHASE ORDER SHALL ONLY APPLY SO FAR AS PERMITTED BY LAW. Confidential Information Each Party anticipates that it may be necessary to provide access to Confidential Information to the other Party in the performance of these Terms and Conditions, the Customer Service Order Form and/or any PO. Confidential Information does not include information that: (a) becomes known to the public through no act of the receiving Party; (b) was known to the receiving Party prior to disclosure; (c) is made known to the receiving Party by a third party having the right to disclose it; or (d) is independently developed by Personnel of the receiving Party who have not had access to such information. Each Party agrees that it will maintain the confidentiality of the other Party's Confidential Information for a period of three (3) years following the date of disclosure and will do so in a manner at least as protective as it maintains its own Confidential Information of like kind but in no event with less than a reasonable degree of care. Disclosures of the other Party's Confidential Information will be restricted (i) to those individuals with a need to know such Confidential Information in connection with these Terms and Conditions, any Customer Service Order Form and/or any PO, and (ii) to a Party’s business, legal and financial advisors bound by a confidentiality obligation. Each Party agrees not to use any Confidential Information of the DocuSign Envelope ID: 0029440E-71B2-43D3-9369-BEF6EB378CD0DocuSign Envelope ID: 50FAA39F-9052-41F2-BCCA-95D15968F7AB Page 9 of 2 Version Date: Cloud Manu Code: other Party for any purpose other than the business purposes contemplated by these Terms and Conditions, any Customer Service Order Form and/or any PO. At the written request of a Party, the other Party will either return, or certify the destruction of, such Party’s Confidential Information. If a receiving Party is required by law, rule or regulation, or requested in any judicial or administrative proceeding or by any governmental or regulatory authority, to disclose Confidential Information of the other Party, the receiving Party will give the disclosing Party prompt notice of such request so that the disclosing Party may seek an appropriate protective order or similar protective measure and will use reasonable efforts to obtain confidential treatment of the Confidential Information so disclosed. Miscellaneous These Terms and Conditions and the Customer Service Order Form, if applicable, contains the entire understanding of the Parties with respect to the subject matters herein and supersedes and replaces in their entirety any and all other prior and contemporaneous agreements and understandings, whether oral, written, electronic or implied, if any, between the Parties hereto with respect to the subject matter hereof. Each Party acknowledges that it has not relied on any statements, warranties or representations given or made by any other party under or in relation to these Terms and Conditions, save those expressly set out in these Terms and Conditions. Each Party further acknowledges that it shall have no rights or remedies with respect to such subject matter other than under these Terms and Conditions. No course of prior dealings between the Parties and no usage of trade will be relevant to determine the meaning of these Terms and Conditions or invoice related thereto. Except where the context otherwise requires, words denoting the singular include the plural and vice versa, words denoting any gender include all genders, and words denoting persons include firms and corporations and vice versa. No provision of these Terms and Conditions or any Customer Service Order From will be deemed waived, amended or modified by either Party unless such waiver, amendment or modification is in writing and signed by both Parties. Any delay or failure by either Party to exercise any right or remedy will not constitute a waiver of that Party to enforce such rights thereafter. Seller may assign or subcontract all or any portion of its rights or obligations under these Terms and Conditions to any of its Affiliates or assign the right to receive payments to any of its Affiliates, without Customer's consent. Seller shall be responsible for the performance of any of its Affiliates subcontractors or assignees under these Terms and Conditions. Customer may not assign these Terms and Conditions or any of its rights or obligations herein without the prior written consent of Seller. Subject to the restrictions in assignment contained herein, these Terms and Conditions will be binding on and inure to the benefit of the Parties hereto and their successors and assigns. If any term or condition of these Terms and Conditions is found by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable, the same shall not affect the other terms or conditions hereof. The relationship between Seller and Customer is that of independent contractors and not that of employer/employee, agency, partnership or joint venture. Accordingly, except as expressly authorized herein, no Party shall have any authority to act or make representations on behalf of the other Party, and nothing herein shall impose liability on a Party in respect of any liability incurred by another Party to a DocuSign Envelope ID: 0029440E-71B2-43D3-9369-BEF6EB378CD0DocuSign Envelope ID: 50FAA39F-9052-41F2-BCCA-95D15968F7AB Page 10 of 2 Version Date: Cloud Manu Code: third party. Notices provided under these Terms and Conditions will be given in writing and deemed received upon the earlier of actual receipt the third (3rd) day after postage prepaid mailing by regular mail or airmail, or the first (1st) day after such notice is sent by courier. Electronic signatures (or copies of signatures sent via electronic means) are the equivalent of handwritten signatures. Each Customer Service Order Form may be signed in separate counterparts each of which shall be deemed an original and all of which together will be deemed to be one original. DocuSign Envelope ID: 0029440E-71B2-43D3-9369-BEF6EB378CD0DocuSign Envelope ID: 50FAA39F-9052-41F2-BCCA-95D15968F7AB Hardware Software Services IT Solutions Brands Research Hub Review and Complete Purchase Thank you for choosing CDW. We have received your quote. MIKE LESH, Thank you for considering CDW•G for your technology needs. The details of your quote are below. If you are an eProcurement or single sign on customer, please log into your system to access the CDW site. You can search for your quote to retrieve and transfer back into your system for processing. For all other customers, click below to convert your quote to an order. Convert Quote to Order ACCOUNT MANAGER NOTES: BILLING SCHEDULE FOR THIS 3 YEAR COMMIT AGREEMENT WITH ANNUALIZED PAYMENTS lines 1-6 would be billed upfront ($76,170) lines 7-8 would be billed ~ Dec 1st 2023 ($76,170) lines 9-10 would be billled ~ Dec 1st 2024 ($76,170) QUOTE #QUOTE DATE QUOTE REFERENCE CUSTOMER #GRAND TOTAL NCCD662 11/8/2022 SERVICENOW ITSM STD 6387665 $228,510.00 QUOTE DETAILS ITEM QTY CDW#UNIT PRICE EXT. PRICE SERVICENOW EXPRESS UPG TO ITSM 67 6020749 $750.00 $50,250.00 Mfg. Part#: PROD12087 CONTRACT: National IPA/OMNIA Technology Solutions # 2018011-01 Electronic distribution - NO MEDIA SERVICENOW ITOM DISCOVERY 270 6438152 $96.00 $25,920.00 Mfg. Part#: PROD15000 CONTRACT:National IPA/OMNIA Technology Solutions # 2018011-01Electronic distribution - NO MEDIA SERVICENOW INTEGRATIONHUB STARTER V2 1 7168520 $0.00 $0.00 Mfg. Part#: PROD18250 CONTRACT:National IPA/OMNIA Technology Solutions # 2018011-01Electronic distribution - NO MEDIA SERVICENOW GRANDFATHERED CUST TABLES 1 6023971 $0.00 $0.00 Mfg. Part#: PROD11655 CONTRACT: National IPA/OMNIA Technology Solutions # 2018011-01 Electronic distribution - NO MEDIA EXHIBIT "A" Page 2 of 3 QUOTE DETAILS (CONT.) SERVICENOW AGILE TEAM 1 5882666 $0.00 $0.00 Mfg. Part#: PROD12492 CONTRACT: National IPA/OMNIA Technology Solutions # 2018011-01 Electronic distribution - NO MEDIA SERVICENOW TRANSITION 1Y 1 6867916 $0.00 $0.00 Mfg. Part#: PROD16380 CONTRACT: National IPA/OMNIA Technology Solutions # 2018011-01 Electronic distribution - NO MEDIA SERVICENOW EXPRESS UPG TO ITSM 67 6020749 $750.00 $50,250.00 Mfg. Part#: PROD12087 CONTRACT:National IPA/OMNIA Technology Solutions # 2018011-01 Electronic distribution - NO MEDIA SERVICENOW ITOM DISCOVERY 270 6438152 $96.00 $25,920.00 Mfg. Part#: PROD15000 CONTRACT:National IPA/OMNIA Technology Solutions # 2018011-01 Electronic distribution - NO MEDIA SERVICENOW EXPRESS UPG TO ITSM 67 6020749 $750.00 $50,250.00 Mfg. Part#: PROD12087 CONTRACT: National IPA/OMNIA Technology Solutions # 2018011-01 Electronic distribution - NO MEDIA SERVICENOW ITOM DISCOVERY 270 6438152 $96.00 $25,920.00 Mfg. Part#: PROD15000 CONTRACT:National IPA/OMNIA Technology Solutions # 2018011-01 Electronic distribution - NO MEDIA SUBTOTAL $228,510.00 SHIPPING $0.00 SALES TAX $0.00 GRAND TOTAL $228,510.00 PURCHASER BILLING INFO DELIVER TO Billing Address:CITY OF CARLSBADACCOUNTS PAYABLE1635 FARADAY AVE CARLSBAD, CA 92008-7314Phone: (760) 602-2400 Payment Terms: Net 30 Days-Govt State/Local Shipping Address:CITY OF CARLSBADMIKE LESH 1635 FARADAY AVECARLSBAD, CA 92008-7314Phone: (760) 602-2400 Shipping Method: ELECTRONIC DISTRIBUTION Please remit payments to: Page 3 of 3 CDW Government75 Remittance DriveSuite 1515 Chicago, IL 60675-1515 Sales Contact Info Jeff Butchko | (877) 853-0557 | jeffbut@cdwg.com Need Help? My Account Support Call 800.800.4239 About Us | Privacy Policy | Terms and Conditions This order is subject to CDW's Terms and Conditions of Sales and Service Projects at http://www.cdwg.com/content/terms-conditions/product-sales.aspx For more information, contact a CDW account manager © 2022 CDW•G LLC, 200 N. Milwaukee Avenue, Vernon Hills, IL 60061 | 800.808.4239