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HomeMy WebLinkAbout232157 05/07/14 CITY OF CARMEL, INDIANA VENDOR: 033825 ONE CIVIC SQUARE CDW GOVERNMENT INC CHECK AMOUNT: $""'6,482.43` r, ?� CARMEL, INDIANA 46032 75 REMITTANCE DR CHECK NUMBER: 232157 •MirpN'i',o. SUITE 1515 CHECK DATE: 05/07/14 CHICAGO IL 60675-1515 DEPARTMENT ACCOUNT PO NUMBER INVOICE NUMBER AMOUNT DESCRIPTION 1202 4463201 3168234.43 EQUIPMENT 1202 4463201 31680 KR33126 34.43 EQUIPMENT 1202 4463201 31684 KR33128 34.43 EQUIPMENT 1202 4351501 31814 LM56794 6,379.14 ANNUAL SUPPORT INVOICE DATE INVOICENUMBER PAYMENT TERMS` DUE DATE 03/24/14 KR33128 Net 30 Days 04/23/14 ORDER DATE SHIP VIA PURCHASE O MBER CUSTOMER NUMBER 02/12/14 FEDEX Ground 316 1674420 ITEM NUMBER DESCRIPTION QTY QTY QTY UNIT PRICE TOTAL ORD SHIP E/O 3065494 MICROSOFT VGA ADAPT WIN8/8PRO COMMER 1 1 0 34.43 34.43 Manufacturer Part Number:R7X-00001 GO GREENI CDW is happy to announce that paperless billing is now available! If you would like to start receiving your invoices as an emailed PDF, please email CDW at paperlessbilling@cdw.com. Please include your Customer number or an Invoice number in your email for faster processing. REDUCE PROCESSING COSTS AND ELIMINATE THE HASSLE OF PAPER CHECKS! :.Begin transmitting your payments electronically via ACH using CDW's bank and remittance information located at the top- of the attached payment coupon. Email credit@cdw.com with any questions. ACCOUNT MANAGER SHIPPINGADDRESS: SUBTOTAL $34.43 PAUL REETZ CITY OF CARMEL 312-547-2335 ATTN:TERRY CROCKETT SHIPPING, $0.00 paulree@cdwg.com 3 CIVIC SQ CARMEL IN 46032-2584 'SALES TAX $0.00 SALES ORDER NUMBER FBQS355 AMOUNT DUE $34.43 Cage Code Number 1KH72 HAVE QUESTIONS ABOUT YOUR ACCOUNT? DUNS Number 02-675-7235 PLEASE EMAIL US AT credit@cdw.com ISO 9001 and ISO 14001 Certified VISIT US ON THE INTERNET AT www.cdwg.com 0002:0003 CDW GOVERNMENT FEIN 36-4230110 Page 1 of 1 Custom r understands that Seller is not the manufacturer of the Products purchased by Customer hereunder and the only warranties offered are Diose of the manufacturer,not Sellaor its Afiliams.In purchasing the Products,Customer is relying on the manufam erer's specifications only and is not relying on any statements,specifications,photographs or other illustrations representing the Products That may he provided by Seller or its Affiliates.SELLER AND ITS AFFILIATES HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES EITHER EXPRESS OR IMPLIED,RELATED TO PRODUCTS,INCLUDING,BUT NOT LIMITED TO,ANY WARRANTY OF TITLE,ACCURACY,MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,WARRANTY OF NONINFRINGEMENT,OR ANY WARRANTY RELATING TO THIRD PARTY SERVICES. THE DISCLAIMER CONTAINED IN THIS PARAGRAPH DOES NOT AFFECT THE TERMS OF ANY MANUFACTURERS WARRANT'. Customer expressly,waives any claim that it may have against Seller or its Affilimes based on any product liability or infringement or alleged intringemenl fully patent.copyright,trade sacra or other intellectual property rights(each a"Claim')with respect to any Product and also waives any right to indemnification f m Seller or in Affiliates against any such Claim made against Customer by a third party.Customer acknowledges Out no employee of Seller or its ARlimes is suthaiaed to make any representation or warranty on behalf of Seller or any of its Affilihes that is not in this Agreement. Seller.omnis bar the Services will be performed in a good and workmanlike manner.Cuscumces sole and exclusive remedy and Sellers antim liability with respect to this warranty,will be,at the sale option of Seller,in either(a)use its reasonable comaereial cf ns to repentant or cause to be reperformed my Services not in substantial compliance with this warranty or(b)refund amounts paid by Cusmmer related to the portion of the Services not in substantial compliance;provided,in each case,Customer notifies Seller in writing within five(5)business days after Performance of the applicable Services.EXCEPT AS SET FORTH HEREIN OR IN ANY STATEMENT OF-WORK THAT EXPRESSLY AMENDS SELLER'S WARRAN'T',AND SUBJECT TO APPLICABLE LAW,SELLER MAKES NO OTHER.AND EXPRESSLY DISCLAIMS ALL OTHER, REPRESENTATIONS,WARRANTIES,CONDITIONS OR COVENANTS,EITHER EXPRESS OR IMPLIED(INCLUDING WITHOUT LIMITATION,ANY EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY,DURABILITY,TITLE,ACCURACY OR NON-INFRINGEMENT)ARISING OUT OF OR RELATED TO THE PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES,INCLUDING BUT NOT LIMITED TO ANY WARRANTY RELATING TO THIRD PARTY SERVICES,ANY WARRANT'WITH RESPECT TO THE PERFORMANCE OF ANY HARDWARE OR SOFTWARE USED IN PERFORMING SERVICES AND ANY WARRANTY CONCERNING THE RESULTS TO BE OBTAINED FROM THE SERVICES.THIS DISCLAIMER AND EXCLUSION SHALL APPLY EVEN IF THE EXPRESS WARRANTY AND LIMITED REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE.CUSTOMER ACKNOWLEDGES THATNO REPRESENTATIVE OF SELLER OR OF ITS AFFILIATES IS AUTHORIZED TO MAKE ANY REPRESENTATION OR WARRANTY ON BEHALF OF SELLER OR ANY OF ITS AFFILIATES THAT IS NOT IN THIS AGREEMENT OR IN A STATEMENT OF WORK EXPRESSLY AMENDING SELLER'S WARRANTY. Customer shall be solely responsible for daily hack-up and other protection of its data and wfinvara against loss,damage a corruplioa Customer shall be solely responsible for reconstructing data(including but not limited to dam located on disk files and memories)and software that may be lost, damaged or conupud during the performance of Services.SELLER.ITS AFFILIATES,AND ITS AND THEIR SUPPLIERS,SUBCONTRACTORS AND AGENTS ARE I IEREBY RELEASED AND SHALL CONTINUE TO BE RELEASED FROM ALL LIABILITY IN CONNECTION WITH THE LOSS.DAMAGE OR CORRUPTION OF DATA AND SOFTWARE,AND CUSTOMER ASSUMES ALL RISK OF LOSS,DAMAGE OR CORRUPTION OF DATA AND SOFTWARE IN ANY WAY RELATED TO OR RESULTING FROM THE SERVICES. Seller will not be responsible for and no liability shall—.111.Seller or any of its Afilihcs for any delays in delivery or in perfomsne,which result from any circumstances beyond Seller.—soluble control,including,but not limited 1%Product—vailability,carrier delays,delays due on fire, savere wenther conditions,failure of power,labor problems.sets of way terrorism,embargo,acts of God or-,a laws of any government or agency.Any shipping dates or completion dots provided by Seller or any imported deadlins contained in a Statement crWak a any.,her document are estrmmcs only. Pricing Infonamiun;Availability Disclaimer Sella reserves the right to make adjustments to pricing,Products and Service offerings for reasons including,but not limited to,changing market conditions.Product discontinuation.Product unavailability,manufacturer price changes,supplier price changes and mors in advertisements.All midas c subject m Product availability and the availability of Personnel in perform the Services.Therefore.Sella cannot guarantee that it will be able to fulfill Customer's orders.If Servics am being performed on a time and materials basis,any estimates provided by Seller are for planning purposes only. Credits Any credit issued by Seller to Customer for soy reason must be used within two(2)years from the date that the credit wast issued and my only be sed for future purchases of Products and/or Services.Any credit orportion thermfnot used within the two(2)year period will automatically.Wim Limitation of Liability TINDER NO CIRCUMSTANCES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY SET FORTH HEREIN,WILL SELLER,ITS AFFILIATES OR ITS OR THEIR SUPPLIERS,SUBCONTRAL70RS OR AGENTS BE LIABLE FOR:(A)ANY INCIDENTAL,INDIRECT,SPECIAL,PUNITIVE OR CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO,LOSS OF PROFITS,BUSINESS,REVENUES OR SAVINGS,EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITIES OF SUCH DAMAGES OR IF SUCH DAMAGES ARE OTHERWISE FORESEEABLE,IN EACH CASE,WHETHER A CLAIM FOR ANY SUCH LIABILITY IS PREMISED UPON BREACH OF CONTRACT,WARRANTY,NEGLIGENCE,STRICT LIABLITY OR OTHER THEORY OF LIABILITY;(B)ANY CLAIMS,DEMANDS OR ACTIONS AGAINST CUSTOMER BY ANY THIRD PARTY;(C)ANY LOSS OR CLAIM ARISING OUT OF OR IN CONNECTION WITH CUSTOMER'S IMPLEMENTATION OF ANY CONCLUSIONS OR RECOMMENDATIONS BY SELLER OR ITS AFFILIATES BASED ON,RESULTING FROM,ARISING OUT OF OR OTHERWISE RELATED TO THE PRODUCTS OR SERVICES;OR(D)ANY UNAVAILABILITY OF THE PRODUCT FOR USE OR ANY LOST,DAMAGED OR CORRUPTED DATA OR SOFTWARE.IN THE EVENT OF ANY LIABILITY INCURRED BY SELLER OR ANY OF ITS AFFILIATES,THE ENTIRE LIABILITY OF SELLER AND ITS AFFILIATES FOR DAMAGES FROM ANY CAUSE WHATSOEVER WILL NOT EXCEED THE LESSER OF:(A)THE DOLLAR AMOUNT PAID BY CUSTOMER FOR THE PRODUCT(S)GIVING RISE TO THE CLAIM OR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM;OR(B)550,000.00. Coalitionist Information Each party anticipates Out it may be necessary to provide access to information of a confidential whore of such party,the Affiliates a a third party(hereinafter referred to as'Confidential Information')to the other party In the performance of this Agreement and say Statement of Work. 'Confidential Information'meas my information or dam in oral,elecnunic or wrim m farm which the receiving parry knows or bas reason to know is proprietary or confidential cod which is disclosed by a parry in connection with this Agreement or which the receiving parry any have access to In mection wm 'with this Agreement,including but not limited to the toms and conditions ofeach Statement of Work.Confidential Information will not include information which:(a)becomes known to the public through no act of the receiving party;(b)was known to the receiving party,or becomes known to the receiving party from a third party having the right in disclose it and having no obligation of confidentiality to the disclosing party with respect to the applicable information;or(e)is independently developed by agents,employees or subcontractors of the receiving party who have not had recess to such information.To the extent practicable,Confidential Information should be clearly identified or labeled as such by the disclosing party at the time of disclsure or w promptly theraafier s possible,however,failure to an identify or label such Confidential Information will not be evidence that such information is not confidential or protectable. Each Perry agrees to hold the other part's Confidential Information confidential for a period of three(3)years following Pe time ordisclasure and to do so in a mmner at lest as proncrive_as it holds is own Confidential Nf_omurion of like kind batto use noless than a reasonable degree of care. Disclosures of the other pony's Confidential Islamist-will be restricted(t)to those individuals who are Participating in the performance of this Agreement or the applicable Statement of Work and need to know such Confidential Information for purposes ofpmviding or receiving the Products or Services m otherwise in comedian with this Agreement mthe applicable Statement ofWork,or(if to its business,legal and financial advisors,each on a confidential basis.Each party agrees not to use my Confidential Information ofthe otherparty,for my purpose other than the business purposes contemplated by this Agreement and the applicable Statement of Work.Upon thewrine,request ofa party,the other party will either=in or certify the detraction ofthe Confidential Information othee othcrparty. Ifa receiving party is required by law,mle or regulation,or requested in anyjudicial or administrative proceeding or by my governmental or regulatory authority,to disclose Confidential Inflammation ofthe other pony,the receiving party will give the disclosing parry prompt notice ofsuch request m that the disclosing parry may seek an appropriate protective order or similar protective measure and will use reasonable efforts to obtain confidential treatment ofthe Confidential Information so disclosed Be'..Prniiages To obtain Seller's retam policy,Customer should contact COW Customer Relations at 866.SVCACDW or email at CustomerRelationsl,arv,cam,Customer must notify COW Customer Relations army damaged Products within um(10)days afreceiPL Arbitration ' Any claim,dispute,or controversy(whether in contact,tan cr otherwise,whether preexisting,present or Jaime,and including,but not limited to,statutory,common law,intentional ton and equitable claims)arising fm or relating to the Products,the Services,the irampletation or application of these Terms and Conditions or my Statement of Work or the beach,I...illation.validity thereof,the relationships which result from these Te.ts and Conditions ar any Statement of Work(isluding,to the fill extant permined by applicable law,relationships with third paries who are not signatories_hereto),a Setters or my of is AOilimd advertising or marketing(collectively,a"Claim")WILL BE RESOLVED,UPON THE ELECTION OF ANY OF SELLER,CUSTOMER OR THE THIRD PARTIES INVOLVED,EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.Ifad ivation is chosen,it will be conducted pursuant m the Rules of the American Arbitration Association Ifarbivation is chosen by any party with respect to a Claim,neither Seller nor Customer will have the right to litigate that Claim In court car to have ajury trial on that Claim or to engage in pre-arbitration discovery,excepts provided for in the applicable arbitration roles or by agreement ofthe parties involved.Further,Customer will not have the right to participate as a representative or member army clan of emimms pertaining to any Claim.Notwidera ding any choice of law provision ineluded In these Terms and Conditions,this arbitration agreement is subject to the Federal Arbitration Act(9 U.S.C.§111.16).The arbitration will take place collusively in Chicago,Illinois.Any court having jurisdiction may eserjudgment on the amid rendered by the arbitmmr(e).Each party involved will bear is owe tan army legal representation,discovery or research required to complete arbitration.The esisfi nce ar results afully arbitration will be trialed s confidential.Notwithstanding myddng no the eourmry conained herein,ail mat—pertaining to the collection ofamouns due to Scller arising out of the Products or Services will be exclusively litigated in caun rather then through arbitration. Miscellmiss. Scller may assign or subcunwci ail or any portion or its rights a obligations with respect to the sale of Products or the performance of Services m assign the right to receive payments,without Customers consent.Customer may not assign these Terms and Conditions,or my arias rights or obligations herein without the prior written consent arstuer.Subject to the restrictios in assignment conmmed herein.these Tensa and Conditions will be binding oriand inure tothe benefit ofthe parties hereto and their successors and assigns.No provision ofthis Agreement or any Starement of Work will be deemed waived,amended or modified by either party mless such waiver,amendment or modification is in writing and signed by both parties.The relmioship between Seller and Customer is that of independent contractors and not then of employer/caployce,partnership orjoint venlum.If my term or condition of this Allocation or a Statement of Work is found by a court of eompemnt jurisdiction to be invalid,illegal or otherwise unenforceable.the same shall not affect the other terns or conditions hereof or thereof or the whole of this Agreement or the applicable Statement of WmIL Notices provided under this Agreement will be given in writing and deemed received upon the earlier of actual receipt or three(3)days after mailing if mailed postage prepaid by regular mail or airmail or one(1)day after such notice is sent by eomice or facsimile transmission Any delay or failure by either party no eaemice my right or remedy will not eanstimte a waiver ofthat party,m thereafter enfame,such rights. Version Dale:02/232010 INVOICE DATE INVOICE NUMBER PAYMENT TERMS DUE DATE 03/24/14 KR33130 Net 30 Days 04/23/14 ORDER DATE SHIP VIA PURCHASE O MBER CUSTOMER NUMBER 02/12/14 FEDEX Ground _ 316 1674420 ITEM NUMBER DESCRIPTION QTY QTY QN UNIT PRICE TOTAL ORD SHIP B/O 3065494 MICROSOFT VGA ADAPT WIN8/8PRO COMMER 1 1 0 34.43 34.43 Manufacturer Part Number:R7X-00001 GO GREEN! CDW is happy to announce that paperless billing is now available! If you would like to start receiving your invoices as an emailed PDF, please email CDW at paperlessbilling@cdw.com. Please include your Customer number or an Invoice number in your email for faster processing. REDUCE PROCESSING COSTS AND ELIMINATE THE HASSLE OF PAPER CHECKS! Begin transmitting your payments electronically via ACH using CDW's bank and remittance information located at the top of the attached payment coupon. Email credit@cdw.com with any questions. ACCOUNT MANAGER SHIPPING ADDRESS: SUBTOTAL $34.43 PAUL REETZ CITY OF CARMEL 312-547-2335 ATTN:TERRY CROCKETT SHIPPING $0.00 paulree@cdwg.com 3 CIVIC SQ CARMEL IN 46032-2584 SALES TAX $0.00 SALES ORDER NUMBER FBQS485 AMOUNT DUE $34.43 Cage Code Number 1KH72 HAVE QUESTIONS ABOUT YOUR ACCOUNT? DUNS Number 02-615-7235 PLEASE EMAIL US AT credit@cdw.com ISO 9001 and ISO 14001 Certified VISIT US ON THE INTERNET AT www.cdwg.com 0003:0003 CDW GOVERNMENT FEIN 36-4230110 Page 1 of'I Customer understands that Seller is not the manufacturer of the Products purchased by Customer hereunder and the only warranties offered are those of the manufacturer,not Seller or its Affiliates.In purchasing the Products,Customer is relying an the manufacturer's specifications only and is not relying on any statements,specifications,photographs or other illustrations representing the Products that may be provided by Seller or its AHilimm.SELLER AND ITS AFFILIATES HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES EITHER EXPRESS OR IMPLIED,RELATED TO PRODUCTS,INCLUDING,BUT NOT LIMITED TO,ANY WARRANTY OF TITLE,ACCURACY,MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,WARRANTY OF NONINFRINGEMENT,OR ANY WARRANTY RELATING TO THIRD PARTY SERVICES. Tile DISCLAIMER CONTAINED IN THIS PARAGRAPH DOES NOT AFFECT THE TERMS OF ANY MANUFACTURER'S WARRANTY. Customer expressly waives any claim that it may have against Seller or its Affiliates based on any product liability or infringement or alleged ivfringement of any patent.copytighL trade secret er mher inmIlcemal property rights(each a"Claim')with respect to any Product and also waives tiny right to indemnification fmm Seller or its Affiliates against any such Claim made against Customer by a third patty.Custo ncr acknowledges that no employer of Scllm m its Affiliates is authorized to make any representation err warranty on behalf ofSellcr or any of its Affiliates that is net in this Agreement. Seller warrants that the Scmices will be Performed in a good and workmanlike manner.Customefs sole and exclusive remedy and Sellees cotire liability with respect to this warranty,will be,at the sole option of Seller,to either(a)use its reasonable commercial efforts to reperform or cause to be reperformed my Services not in substantial compliance with this wmanry or(b)refund amounts paid by Customer related to the portion of the Services not in substantial compliance;provided,in each cam.Customer nofifres Seller in writing within five(5)business days o0er perfarronnce of the applicable Semites.EXCEPT AS SET FORTIi HEREIN OR IN ANY STATEMENT OF WORK THAT EXPRESSLY AMENDS SELLER'S WARRANTY,AND SUBJECT TO APPLICABLE LAW,SELLER MAKES NO OTHER.AND EXPRESSLY DISCLAIMS ALL OTHER, REPRESENTATIONS,WARRANTIES,CONDITIONS OR COVENANTS,EITHER EXPRESS OR IMPLIED(INCLUDING WITHOUT LIMITATION,ANY EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY,DURABILITY.TITLE,ACCURACY OR NON-INFRINGEMENT)ARISING OUT OF OR RELATED TO TI HE PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES,INCLUDING BUT NOT LIMITED TO ANY WARRANTY RELATING TO TIIIRD PARTY SERVICES,ANY WARRANTY WITH RESPECT TO THE PERFORMANCE OF ANY HARDWARE OR SOFTWARE USED IN PERFORMING SERVICES AND ANY WARRANT'CONCERNING THE RESULTS TO BE OBTAINED FROM THE SERVICES.THIS DISCLAIMER AND EXCLUSION SHALL APPLY EVEN IF THE EXPRESS WARRANTY AND LIMITED REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE CUSTOMER ACKNOWLEDGES THAT NO REPRESENTATIVE OF SELLER OR OF ITS AFFILIATES IS AUTHORIZED TO MAKE ANY REPRESENTATION OR WARRANTY ON BEHALF OF SELLER OR ANY OF ITS AFFILIATES THAT 1S NOT IN THIS AGREEMENT OR IN A STATEMENT OF WORK EXPRESSLY AMENDING SELLER'S WARRANTY. Customer shall be solely mepionsble for daily back-up and.,her protection of its data and software against loss,damage or caruptiaa Customer shall be solely responsible for recoatrucring data(including but not limited to dam located an disk files and memories)and saftwvre that may be lost, damaged or carruptod during the performance of Services.SELLER,ITS AFFILIATES,AND ITS AND THEIR SUPPLIERS.SUBCONTRACTORS AND AGENTS ARE HEREBY RELEASED AND SHALL CONTINUE TO BE RELEASED FROM ALL LIABILITY IN CONNECTION WITH .THE LOSS,DAMAGE OR CORRUPTION OF DATA AND SOFTWARE,AND CUSTOMER ASSUMES ALL RISK OF LOSS,DAMAGE OR CORRUPTION OF DATA AND SOFTWARE IN ANY WAY RELATED TO OR RESULTING FROM TBE SERVICES. Seller will not be responsible for and no liability shall result to Seller or any of its Affiliates for any delays in delivery or in performance which result Earn any circumstances beyond Sellers reasonable canuuL including,but not limited to,Product unavailability:carrier delays,delays due to fare, rc weather conditions,failure of power,labor problems,acts of war,terrorism,embargo,acts of God or acts or laws ofay government or agency.Any shipping dates or completion data provided by Seller or any purported deadlines contained in a Statement of Work or any other document am catninu sonly. Pricing Infnmhatiun;Availability Disclaimer Seller resines 0m right to make adjustments to pricing,Products and Service offerings for masons including,but not limited to,changing market conditions.Food-discontinuation,Product unavailability,amnufectumr price changes,supplier price changes and am,in advertisements.All orders <subjcet to Product availability and the availability of Personnel to perform the Services.Therefore,Scllcr cannot guarantee that it will be able to fulfill Customers orders.If Services are being performed on a time and materials basis,my estimates provided by Scller are for planning purposes only. Credits Any credit issued by Seller to Customer for my reason most be used within we(2)years from the date that the credit was issued and may only be used for future purchases of Products and/or Services.Any coedit or portion thereofnat used within the two(2)year period will automatically expire. Limistira of Liubdity TINDER NO CIRCUMSTANCES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY SET FORTH HEREIN,WILL SELLER,ITS AFFILIATES OR ITS OR THEIR SUPPLIERS,SUBCONTRACTORS OR AGENTS BE LIABLE FOR:(A)ANY INCIDENTAL,INDIRECT,SPECIAL,PUNITIVE OR CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO,LOSS OF PROFITS,BUSINESS,REVENUES OR SAVINGS,EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITIES OF SUCH DAMAGES OR IF SUCH DAMAGES ARE OTHERWISE FORESEEABLE,IN EACH CASE,WHETHER A CLAIM FOR ANY SUCH LIABILITY IS PREMISED UPON BREACH OF CONTRACT',WARRANTY,NEGLIGENCE,STRICT LIABILITY OR OTHER THEORY OF LIABILITY;(B)ANY CLAIMS,DEMANDS OR ACTIONS AGAINST CUSTOMER BY ANY THIRD PARTY;(C)ANY LOSS OR CLAIM ARISING OUT OF OR IN CONNECTION WITH CUSTOMERS IMPLEMENTATION OF ANY CONCLUSIONS OR RECOMMENDATIONS BY SELLER OR ITS AFFILIATES BASED ON,RESULTING FROM,ARISING OUT OF OR OTHERWISE RELATED TO THE PRODUCTS OR SERVICES;OR(D)ANY UNAVAILABILITY OF THE PRODUCT FOR USE OR ANY LOST,DAMAGED OR CORRUPTED DATA OR SOFTWARE.IN THE EVENT OF ANY LIABILITY INCURRED BY SELLER OR ANY OF ITS AFFILIATES,THE ENTIRE LIABILITY OF SELLER AND ITS AFFILIATES FOR DAMAGES FROM ANY CAUSE WHATSOEVER WILL NOT EXCEED THE LESSER OF:(A)THE DOLLAR AMOUNT PAID BY CUSTOMER FOR THE PRODUCT(S)GIVING RISE TO THE CLAIM OR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM;OR(B)550,000.00. Confidential Information Each party anticipates that it may be necessary to provide access to inPormation of a confidential nature of such parry,the Affiliates or a third patty(hercinaRer mfred to aa"Confidential Information')to the other patty in the performance of this Agreement and tiny Statement of Work. "Confidential Infomation"means any information or data in oral,electronic or wrimm form which the receiving party knows or has reason to Wow is proprietary or confidential end which is disclosed by a parry in connection with this Agreement orwhich the receiving party may hove access to in =Ih m with this Agreement,including but not limited to the teats and conditions ofmch Statement of Work,Confidential Information will not include information which:(a)becomes(mown to the public through no act ofthe receiving party;(b)was known to the receiving party,or becomes kmown to the receiving patty fmm a third parry having the right to disclose it and having ria obligation of confidentiality to the disclosing party with respect to the applicable infotaatimc or(e)is independently developed by agents,employees or submiumetors ofthe receiving pony who have not had access to such information.To the extent practicable,Confidential Information should be clearly identified or labeled as such by the disclosing party at the time of disclosure or as promptly therrefier as possible,however,failure to so identiry or label such Confidential Information will not be evidence Nat such information is not confidential or protectable. Each patty agree,to hold the ether parys Confidential information confidential for,period of 0hr a CiTyears'ol!wi,g the darer ofdiwlosum and 16 do so in a manner.1It-as pielec:iv"as it hold.its own Confidential 1o1barmu om of like kind bar is use mo less than a reasonable degree of care. Disclosures of the other party's Confidential Information will be restricted(i)to those individuals who arc participating in the performance ofthis Agreement or the applicable Statement of Work and need to know such Confidential Information for purposes ofpmviding or receiving the Products or Services or otherwise in connection with this Agreement err the applicable Statement of Work,or(it)to its business,legal and financial advisors,each on a confidential basis.Each party agrees not to use my Confidential Information ofthe other party for any purpose other than the business purposes contemplated by this Agreement and the applicable Statement of Work Upon the written request ofa patty,the other party will either return or certify the destruction ofthe Confidential Information ofthe otherparry. .fa receiving party is required by law,mle or regulation,or requested in amyjudicial or administrative proceeding or by any governmental or regulatory authority,to disclose Confidential Information ofthe other party,the receiving party will give the disclosing parry prompt notice of such request ser that the disclosing parry may seek an appropriate protective order or similar protective meamre it will use reasonable efforts to obtain confidential treatment ofthe Confidential Information so disclosed Reim Privileges To obtain Seller's return policy.Customer should catact COW Customer Relations at 866.SVC.4CDW or email at CustommRelarionsPodwmm.Customer must notify COW Customer Kelm ans of any damaged Producs within ten(10)days of receipt Arbiva Any claim,dispute,or comaravcray(whether in con—L ton or otherwise,whether preexisting,paeseat or famme,and including,but at limited to,stannory,common law,intentional ton and equitable claims)arising from or relating to the Products,the Services,the interpretation or application of these Tmm cod Conditions art my Statement of Work or the brach,—mention or validity thereof,the relationships which result from these Temis and Conditions or any Statement of Work(including,to be full extent permitted by applicable law,relationships with third parties who are not s,garinirs hereto),or Scll e,or any of its Affi imes'advertising or marketing(callectircly,a"Claim")WILL BE RESOLVED,UPON THE ELECTION OF ANY OF SELLER,CUSTOMER OR THE THIRD PARTIES INVOLVED,EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.if arbitmtian is chosen,it will be conducted pursuant to the Rules ofthe American Arbitration Association.Ifarbitmtiom Is chosen by any party withrespect to a Claim,neither Sellmnor Customer will have the right to litigate that Claim in coon or to have a jury trial on that Claim or to engage in pro-arbitration discovery,except as provided for in the applicable arbitration mics or by agreement ofthe parties involved.Further,Customer will not have the right to participate as u representative or member of any class of claimants pertaining to any Claim.Notwithstanding any choice of law provision included in them Terms and Conditions,this arbitration agreement is subject to the Federal Arbitration Act(9 U.S.C.44 I-16).The arbitration will take place exclusively in Chicago,Illinois.-Any court having jurisdiction may en[erjudgment am the award rendered by the arbitialm(s).Fact,parry involved will bear is own cast of any legal representation,discovery or research required to complete arbitration.The existence or results ofany arbitration will be treated as confrdcmial.Notwithstanding anything to the contrary contained herein,all mmtem pertaining to the collection afamounts due to Seller arising out of the Products art Services will be exclusively litigated in coup inter than through arbitrator. Miscellmeo is ' Seller may assign or subcontract all or any portion of its rights or obligations with respect to the sale of Products or the performance of Services or assign the right to rceeive payments,without Customers consent.Customer may not assign these Terms and Conditions,or my of its rights or obligations herein without the prior wriuen consem of Seller.Subjemmthe restrimiasin asslgnmem contained herein,These Terms and Condirions will be bindingon and inure rat the benefitofthe parties herem and their successors and assigns.No provision ofthis Agreement or any Statement of Work will be deemed wind,amended or modified by either party unless such waiver,amendment or modification is in writing and signed by both parties.The relationship between Seller and Customer is that of ind pmdem contractors and not that ofemployedureployee,partnership orjoint venmm.If any term or condition of this Agreement or n Statement of work is found by a conn of eempe¢nt jurisdiction to be invalid.illegal or otherwise unenforceable,the same shall nor affect the other terms or conditions hereof or therref or the whole of this Agreement or the applicable Smtement of Work Notices provided under this Agreement will be given in writing and deemed received upon the earlier of actual recoipt or three(3)days after mailing if mailed postage prepaid by regularmail or airnuil or one(1)day after such notice is sent by courier m facsimile transmission. Any delay or failure by either parry to exercise any right or remedy will not constitute a waiver of that patty to thereafter enforce such rights. Version Date:02!'3/2010 INVOICE DATE INVOICE NUMBER PAYMENT TERMS DUE DATE 03/24/14 KR33126 Net 30 Days 04/23/14 ORDER DATE -SHIP VIA PURCHAS ER MBER CUSTOMER NUMBER 02/12/14 FEDEX Ground1S8 1674420 ITEM NUMBERDESCRIPTION- >QTY I QTY QN UNIT PRICE TOTAL ORD SHIP B/O 3065494 MICROSOFT VGA ADAPT WIN8/8PRO COMMER 1 1 0 34.43 34.43 Manufacturer Part Number:R7X-00001 GO GREENI CDW is happy to announce that paperless billing is now available! If you would like to start receiving your invoices as an emailed PDF, please email CDW at paperlessbilling@cdw.com. Please include your Customer number or an Invoice number in your email for faster processing. REDUCE PROCESSING COSTS AND ELIMINATE THE HASSLE OF PAPER CHECKS! Begin transmitting your payments electronically via ACH using CDW's bank and remittance information located at the top of the attached payment coupon. Email credit@cdw.com with any questions. ACCOUNT MANAGER SHIPPING ADDRESS: SUBTOTAL $34.43 PAUL REETZ CITY OF CARMEL 312-547-2335 ATTN:TERRY CROCKETT SHIPPING.-, $0.00 paulree@cdwg.com 3 CIVIC SQ SALES ORDER NUMBER CARMEL IN 46032-2584 SALES TAX $0.00 FBQN165 AMOUNT DUE $34.43 Cage Code Number 1KH72 HAVE QUESTIONS ABOUT YOUR ACCOUNT? DUNS Number 02-615-7235 PLEASE EMAIL US AT credit@cdw.com ISO 9001 and ISO 14001 Certified VISIT US ON THE INTERNET AT www.cdwg.com 0001:0003 CDW GOVERNMENT FEIN 36-4230110 Page 1 Of 1 Customer. a, Soon understands that Seller is not the manufacturer of the Products purchased by Customer hereunder and the only wamemies offered ore Wose of the manufacturer,not Seller or its Affiliates.X RESSLY the Products,Customer is relying on the mR EXPRESS specifications EL and f not relying on any statements,specifications,photographs or other illustrators representing the Products that maybe provided by Seller or its Affiliates.SELLER AND ITS AFFILIATE HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES EITHER EXPRESS OR IMPLIED,RELATED TO PRODUCTS,INCLUDING,BUT NOT LIMITED TO,ANY WARRANTY OF TITLE,ACCURACY,MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,WARRANTY OF NONINFRINGEMENT,OR ANY WARRANTY RELATING TO THIRD PARTY SERVICES. THE DISCLAIMER CONTAINED IN THIS PARAGRAPH DOES NOT AFFECT THE TERMS OF ANY MANUFACTURER'S WARRANTY. Customer expressly waives any claim that it may have against Seller a its ADilimes based on any product liability or infringement or alleged infringement ofanypae".wpyright,trade secret or other intellectual propertyrights(each a"Claim')with respect to any Pmduct and also waives my right to indemnification from Seller or its Affiliates against any such Claim made against Customer by a third party.Customer acknowledges that no emplo)x i'Selleror its Affiliates is authorizedto make anyrepresentation or.warranty on behalfofSeller oranyofits ARiliata that is not in this Agreement. Seller waren(that the Services will be performed in a good and—kmanhke manner.Customers sale and exclusive remedy aad Sella,entire liability with iipec,to this wa ranty will be,at the sole option of Seller,to either W)use its reasonable commercial efforts to reperform or cause W be reperformed any Services not in substantial emnplimce with this warmry or(b)refund anoints paid by Customer related to the portion of the Services not in substantial complimee;provided,in each case,Customer notifies Seller in writing within five(5)business days aaer performance of the applicable Services.EXCEPT AS SET FORTH HEREIN OR IN A.NY STATEMENT OF WORK THAT EXPRESSLY AMENDS SELLER'S WARRANTY,AND SUBJECT TO APPLICABLE LAW,SELLER MAKES NO OTHER.AND EXPRESSLY DISCLAIMS ALL OTHER, REPRESENTATIONS,WARRANTIES,CONDITIONS OR COVENANTS,EITHER EXPRESS OR IMPLIED(INCLUDING WITHOUT LIMITATION,ANY EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS OF FITNESS FORA PARTICULAR PURPOSE, MERCHANTABILITY,DURABILITY,TITLE,ACCURACY OR NON-INFRINGEMENT)ARISING OUT OF OR RELATED TO THE PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES,INCLUDING BUT NOT LIMITED TO ANY WARRANTY RELATING TO THIRD PARTY SERVICES,ANY WARRANTY WITH RESPECT TO THE PERFORMANCE OF ANY HARDWARE OR SOFTWARE USED IN PERFORMING SERVICES AND ANY WARRANTY CONCERNING THE RESULTS TO BE OBTAINED FROM THE SERVICES.THIS DISCLAIMER AND EXCLUSION SHALL APPLY EVEN IF THE EXPRESS WARRANTY AND LIMITED REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE.CUSTOMER ACKNOWLEDGES THATNO REI'RESENT'ATIVE OF SELLER ON OF ITS AFFILIATES ISA UTHORIZED TO MAKE ANY REPRESENTATION OR WARRANTY ON BEHALF OF SELLER OR ANY OF ITS AFFILIATES THAT IS NOT IN THIS AGREEMENT OR IN A STATEMENT OF WORK EXPRESSLY AMENDING SELLER'S WARRANTY. Customer shall be solely responsible for daily back-up and other protection of its data and mltwae.0.1 loss,damage or cormp0on.Customer shall be solely responsible for reconstru"ing data(including but not limited tr dam located on disk fila and memories)and so(Ixare that may be lost, damaged or corupred during the performance of Services.SELLER,ITS AFFILIATES,AND ITS AND III EIR SUPPLIERS.SUBCONTRACTORS AND AGENTS ARE IIEREBY RELEASED AND SIIALL CONTINUE TO BE RELEASED FROM ALL LIABILITY IN CONNECTION WITH THE LOSS,DAMAGE OR CORRUPTION OF DATA AND SOFTWARE,AND CUSTOMER ASSUMES ALL RISK OF LOSS,DAMAGE OR CORRUPTION OF DATA AND SOFTWARE IN ANY WAY RELATED TO OR RESULTING FROM THE SERVICES. =will not be responsible for and no liability shall result to Seller or my of its AHiliaes for my delays in delivery or in perfummnce which mull from any eirmmmences beyond Sellers reason able control,including,but not limited to,product unavailability,carrier delays,delays due to fire, weather conditions,failure arrow",labor problems,acts of war,terrorism,embargo,acts of r God or acts or laws of my government or agency.Any shipping dates or completion data provided by Seller or my purported dcadlines contained in a Statement of Work or any other document a, estimates only. Pricing Information;Availnbilily Di..claima Sell"reserves the right to make adjustments to pricing,Products and Service offerings for reasons including•but not limited to,changing market conditions,Product discmtinuntion,Product — mmufneturer price changes,supplier price changes and error in advertisements.All orders e subject to Product availability and the availability of Personnel to perform the Services.Therefore.Sell"cannot guarantee that it will,be able to fulfill Curtoner's orders.If Services are being performed on a time and materials basis,my estimates provided by Sell"are for planninitpurposev only. Credits Any credit issued by Seller to Customer for my reason must he used within two(2)yeas from the date that the credit was issued and may only be used for for=purchases of Products and/or Services.Any credit or portion thermfnot used within the We(2)year period will adommically expire. Limiftim of Linbdity UNDER NO CIRCUMSTANCES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY SET FORTH HEREIN,WILL SELLER,ITS AFFILIATES OR ITS OR THEIR SUPPLIERS,SUBCONTRACTORS OR AGENTS BE LIABLE FOR(A)ANY INCIDENTAL,INDIRECT,SPECIAL,PUNITIVE OR CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO,LOSS OF PROFITS,BUSINESS,REVENUES OR SAVINGS,EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITIES OF SUCH DAMAGES OR IF SUCH DAMAGES ARE OTHERWISE FORESEEABLE,IN EACH CASE,WHETHER A CLAIM FOR ANY SUCH LIABILITY IS PREMISED UPON BREACH OF CONTRACT,WARRANTY,NEGLIGENCE,STRICT LIABLITY OR OTHER THEORY OF LIABILITY;(B)ANY CLAIMS,DEMANDS OR ACTIONS AGAINST CUSTOMER BY ANY THIRD PARTY;(C)ANY LOSS OR CLAIM ARISING OUT OF OR IN CONNECTION WITH CUSTOMER'S IMPLEMENTATION OF ANY CONCLUSIONS OR RECOMMENDATIONS BY SELLER OR ITS AFFILIATES BASED ON,RESULTING FROM,ARISING OUT OF OR OTHERWISE RELATED TO THE PRODUCTS OR SERVICES;OR(D)ANY UNAVAILABILITY OF THE PRODUCT FOR USE OR ANY LOST,DAMAGED OR CORRUPTED DATA OR SOFTWARE.IN THE EVENT OF ANY LIABILITY INCURRED BY SELLER OR ANY OF ITS AFFILIATES,THE ENTIRE LIABILITY OF SELLER AND ITS AFFILIATES FOR DAMAGES FROM ANY CAUSE WHATSOEVER WILL NOT EXCEED THE LESSER OF:(A)THE DOLLAR AMOUNT PAID BY CUSTOMER FOR THE PRODUCITS)GIVING RISE TO THE CLAIM OR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM;OR(B)550,000.00. Confidential Information Each parry anticipates that it may be necessary to provide access to information of a confidential mare of such party,the Affiliates or a third patty(hereinafter referred to a"Confidential Infomtation')to the other parry in the performance of this Agreement and any Statement of Work. 'Confidential Infonmtion'means my information or dam in oraL electronic or written form which the receiving party knows or has reason to know is proprietary or confidential and which is disclosed by a party in connectim with this Agreement or which the receiving party may have access to in rection with this Agreemen4 including but not limited to the mats and conditions of each Statement of Work.Confidential Information will not include information which:(a)becomes known W the public through an act ofthe receiving patty;(b)was known to the receiving party,or becomes known to the receiving party from a third party having the right to disclose it and having no obligation of confidentiality W the disclosing party with respect to the applicable information;or(e)is independently developed by agents,employees or subcontractors ofthe receiving party who have not had access to such information.To the extent practicable,Confidential Information should be clearly identified or labeled as such by the disclosing patty a the time of disclosure oras promptly thereafter as possible,however,failete to an identify or label such Canfidendal Iolmonatian will not be evidence that such information is not confidential or protectable. Each party agrees W hold the other party's Confidential Information confidential for a period ofthree(3)yeas following the date of disclosure and to do so in a meaner at taut as protective as it holds its own Confidential Information of like kind but to use no less that o reasonable degree of care. Dis bnares of be other inrij's ConfidenimlIn�non willbe testncted(r foto tM1oseindividuals who a e pmieipatinen the pafioim ttm of this Agacemenfoi the i plimble Statement of W.,k--d need W know such Canfidrndal'Infonmtion 1441 pump....fproviding or—dving the Products or - --- Servicesar otherwise in connection with this Agreement or theapplicable Statement ofWork,or(ii)Wits business,legal and financial advisers,each—confidential basis Each parry egmxs not touse my Confidential Inforunion ofthe otherpary for my purpose other thea the business purposes comempla,edbythis Agreementmdtheapplirable_Statemmtofwo&Upon the written request ufa party,the other party will eitherreturn or ramify the destruction ofthe Confidential lnfommaion ofthe other party. Ifo receiving patty is required bylaw,rule or regulation,or,.gam d in myj.di.i.]or administrative proceeding or by my governmental or regulatory authority,W disclose Confidential Information ofthe other parry,the receiving party will give the disclosing parry prompt notice of such request so that the disclosing parry may seek an appropriate protective order or similar protective measure and will use reasonable eRbns to obtain confidential treatment ofthe Confidential Information se disclosed. Return Privileges To obtain Seller's return policy,Customer should contact COW Customer Relations at 866.SVC.4CDW err email at Custom"Relations(@cdw.com.Custom"must notify CDW Customer Relations of my danaged Products within ten(10)days ofreceipL Arbitration - Any chim,dispute,or controversy(whether in anmet,tan art nth—ise,whether preexisting,present or f Wme,and including.but not limited to,stemory,common law,intentional tort and equitable claims)wising from or relating W the Products,the Services,the interpretation or application of these Teats and Conditions or any Statement of Work or the breach,remimtion a validity therrof,the relationships which result from these Terns and Conditions or any Statement of Work(including.to the full extent pemitted by applicable law,relationships with third parties who are not signatories bereW),or Sellers or my of its Affiliates'advertising or marketing(collectively;a"Claim")WILL BE RESOLVED,UPON THE ELECTION OF ANY OF SELLER,CUSTOMER OR THE THIRD PARTIES INVOLVED,EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.If arbitration is chosen,ft will be conducted purl-1 to the Rules ofthe American Abitraion A cociation.Ifarbivation is chosen by my patty with respect to a Claim,neither Seller nor Cmlom"will have the right W litigate that Claim in court or W have a jury trial on that Claim or W engage in pre-arbitmrion discovery,except as provided for in the applicable abitnuien roles Or by agreement of the ponies involved.Further,CusWm"will not have the right to participate as o represenlativc or member of my class of claimants pertaining to my Claim Notwithstanding my choice of law provision included in these Terms and Conditions,this arbimtion agreement is subject W the Federal Arbitration Act(9 U.S.C.ff 1-16).The arbitration will take place exclusively in Chicago.Illinois.Any court having jurisdicfion may ratcrjudgment on the award tended by the sebimmm(s).Each party involved will bear if awn cost ofmy legal representation,discovery or research requid W complete mbitmtion.The existence or remha ofaay arbitration will be Ireamd as confidential.Notwithstanding anything W the contrary contained herein,all maters retraining W the collection of amounts due to Sell"arising out of the Products or Services will be exclusively litigated In man rather than through arbitration. Miscellaneous ' Seller may assign or subcontract all or any portion of if rights or obligations with respect to the sale of Products or the performance of Services or assign the right to receive payments,without Customers consent.Customer my not assign these Terns and Conditions,or my of its rights or obligations herein without the prim-written coracm,of Sella.Subject W the restrictions in assignmem contained herein,these Tents and Conditions will be binding on and inure to the benefit ofthe parties hereto and their successors and assigns.No,provision ofthis Agreement.,any Statement of Work will be deemed waived,amended or modified by either party unless such waiver,amendment or or modification is in writing and signed by both parties.The relationship between Seller and Custom"is that of independent cont—Ons and not that of employer/employee,partnership orjoiot venture.If my tem or condition of this Agreement or a Smlement of Wark is found by a coon of competent jurisdiction W be invalid.illegal or otherwise unenforceable,the sane shall not affect the other a=or conditions hereof or thereof or the whole of this Agreement or the applicable Statement of Work.Notices provided rod"this Agreement will be given in writing and deemed received upon the earlier ofactml receipt or tree(3)days after mailing if mailed postage prepaid by regular mail or abroa0 or one(I)day after such notice is sent by courier or facsimile transmission. Any delay or failure by either party to exercise any right or remedy will out constifte a waiver ofaha parry W thereafter enforce such rights. Version Date:02123/2010 - VOUCHER NO. WARRANT NO. ALLOWED 20 CDW Government, Inc. IN SUM OF$ 75 Remittance Drive, Suite 1515 Chicago, IL 60675-1515 i $103.29 ON ACCOUNT OF APPROPRIATION FOR IS Department PO#/Dept. INVOICE NO: ACCT#/TITLE AMOUNT Board Members I hereby certify that the attached invoice(s), or 31684 KR33128 44-632.01 $34.43 141-;VAI-- bill(s) is (are)true and correct and that the 31682 KR33130 44-632.01 $34.43 materials or services itemized thereon for 31680 KR33126 44-632.01 $34.43 which charge is made were ordered and received except Monday, April 28, 2014 Direct r, IS Title Cost distribution ledger classification if claim paid motor vehicle highway fund Prescribed by State Board of Accounts City Form No.201 (Rev.1995) ACCOUNTS PAYABLE VOUCHER CITY OF CARMEL An invoice or bill to be properly itemized must show: kind,of service,where performed, dates service rendered, by whom, rates per day, number of hours, rate per hour, number of units, price per unit, etc. Payee Purchase Order No. Terms Date Due Invoice Invoice Description Amount Date Number (or note attached invoice(s) or bill(s)) 03/24/14 KR33128 $34.43 03/24/14 KR33130 $34.43 03/24/14 KR33126 $34.43 I hereby certify that the attached invoice(s), or bill(s), is(are)true and correct and I have audited same in accordance with IC 5-11-10-1.6 20 Clerk-Treasurer INVOICE'DATE _ INVOICENUMBER' ' --_ PAYMENT TERMS DUE;DATE 04/29/14 LM56794 Net 30 Days 05/29/14 • t� � x PURCHASE ORDER NUMBER' CUSTOMER NUMBER ORDER DATE' SHIP VIA 04/17/14 DROP SHIP-GROUND 31814 1674420 ITEM NUMBER 'DESCRIPTIOQTY QTY . QTY UNIT'PRICE TOTAL ;ORD" .SHIP _k O , 1807325 FATPIPE GOLD PLUS SERVICE 2 2 0 3,189.57 6,379.14 Manufacturer Part Number:FP-SRV-GOLDPLUS GO GREEN! CDW is happy to announce that paperless billing is now available! If you.'Would like to start receiving your invoices as an emailed PDF, please email CDW at paperlessbilling@cdw.com. Please include your Customer number or an Invoice number in your email for faster processing. REDUCE PROCESSING COSTS AND ELIMINATE THE HASSLE OF PAPER CHECKS! Begin transmitting your payments electronically via ACH using CDW's bank and remittance information located at the top of the attached payment coupon. Email credit@cdw.com with any questions. ACCOUNT MANAGER7- SHIPPING,ADDRESS SUBTOTAL $6,379.14 PAUL REETZ CITY OF CARMEL 312-547-2335 ATTN:TERRY CROCKETT SHIPPING" $0.00 paulree@cdwg.com 3 CIVIC SO CARMEL IN 46032-2584 SALES TAX_: $0.00 SALES ORDER NUMBER FFZF043 "AMOUNT DUE $6,379.14 Cage Code Number 1KH72 HAVE QUESTIONS ABOUT YOUR ACCOUNT? DUNS Number 02-615-7235 PLEASE EMAIL US AT'credit@cdw.com ISO 9001 and ISO 14001 Certified VISIT US ON THE INTERNET AT www.cdwg.com 0001:0001 CDW GOVERNMENT FEIN 36-4230110 Page 1 of 1 Customer underswtds lira Scllcr is not the manufacturer of the Products purchased by Customer hereunder and the only warranties offered are those M the n anufacmrer.totSelleroritsAlBllecst.Inpurchasing the imams,t,uswm r s retyingonmeman s'peenatronlyarun a relying an nay statements,specifications,photographs or other illustrations representing the Products that maybe provided by Seller or its Aftilimes.SELLEK AND ITS AFFILIATES HEREBY EXPRESSLY DISCLAIM AL1,WARRANTIES EITHER EXPRESS OR IMPLIED,RELATED TO PRODUCTS,INCLUDING,BUT NOT LIMITED T0,ANY WARRANTY OF TITLE.ACCURACY,MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,WARRANTY OF NONINFRNGEMENT,OR ANY WARRANTY RELATING TO THIRD PARTY SERVICES. THE DISCLAIMER CONTAINED IN THIS PARAGRAPH DOES NOT AFFECT 1HE'IERMS OF ANY MANUFACTUREWS WARRANTY. Customer expressly waives any claim that it may have against Seller or its Affiliates based on any produat liability or infringement or alleged infringement of any patem,copyright.trade secret ar other intellecwat propenr rights(each n"Claim'with respect to any Product and also waives any right to indemnification from Seller or its Affiliates against any such Claim made against Customer by a third party.Customer acknowledges flim noemployeofSellerarits AlBlimesisauthorindtomakeny prenmmtiunorwarrantyonbehalfofScllcrorany,,fits ARilimsfhmisnotinthis Agncmenf. .. Seller wernmis that the Services will be performed in a good and workmanlike moan,,.Customers talc and exclusive remedy and Sellers entire liability with respect w this wnraety will be,in the sole option of Seller,to either(a)use its reasonable commercial cions to re pal tot or cause to be repartomrcd any Services not in substantial compliance with this warranty or(b)rafted amounts paid by Customer related to the portion of the Sarviccs not in substantial compliance,;provided in each case.Customer notifies Seller in writing within five(5)business days ether performance of the applicable Scarce&EXCEPT AS SET FORTH HEREIN OR N ANY STATEMENT OF WORK THAT EXPRESSLY AMENDS SELLER'S WARRANTY,AND SUBJECT TO APPLICABLE LAW',SELLER MAKES NO OTHER.AND EXPRESSLY DISCLAIMS ALL OTHER, REPRESENTATIONS.WARRANTIES,CONDITIONS OR COVENANTS,EITHER EXPRESS OR IMPLIED(INCLUDING WITHOUT LIMITATION,ANY EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS OF FITNESS FORA PARTICULAR PURPOSE, MERCHANTABILITY,DURABILITY,TITLE,ACCURACY OR NON-INFRINGEMENT)ARISING OUT OF OR RELATED TU THE PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES,INCLUDING BUT NOT LIMITED TO ANY WARRANTY RELATING TO THIRD PARTY SERVICES,ANY WARRANT'WITH RESPECT TO THE PERFORMANCE OF ANY HARDWARE OR SOFIAVARE USED IN PERFORMING SERVICES AND ANY WARRANTYCONCL'RNING 7710 RESULTS'IO BE OBTAINED FROM THE SERVICES.THIS DISCLAIMER AND EXCLUSION SHALL APPLY EVEN IF THE EXPRESS WARRANTY AND LIMITED REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE.CUSTOMER ACKNOWLEDGES THATNO REPRESENTATIVE OF SELLER OR OF ITS AFFILIATES IS AUTII(JRILED 710 MAKE ANY REPRESENTATION OR WARRANTY ON BEHALF OF SELLER OR ANY OF ITS AFFILIATES THAT IS NOT IN THIS AGREEMENT OR IN A STATEMENT OF WORK EXPRESSLY AMENDING SELLER'S WARRANTY. Co..-,shall be solely mponsiblc for daily back-up and other protection of its do.and software against loss,damage or corruption.Customer shall be solely responsible far reconstructing data(including but not limited to dom locoed an disk tiles and--if s)and software dial may'be last, damaged or coruplcd during the parformanaofSavices.SELLER.ITS AFFILIATES.AND ITS AND THEIR SUPPLIERS.SUBCONTRACTORS AND AGENTS ARE HEREBY RELEASED AND SHALL CONTINUE TO BE RELEASED FROM ALL LIABILITY N 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 N ANY WAY RELATED TO OR RESULTING FROM THE SERVICES. Seiler wilem' not be rtsponsflc factual no liability shall result to Seller or any of its Affiliates for any delays in delivery or in Performance which recall from any clona sconces beyond Seller's reasonable control,including,but not limited to.Product unavailability,carrier delays delays due m t'mr, m tweather conditions,failure of power,labor pmblems acts arm=y tourism,embmgo,acts of Gad or acts or laws army government or agency.Any shipping data or completion dates provided M•Seller or any purported deadlines contained in a SteteStatementof Work or any other document are claies only. _ Pricing Inh mration;Availability Disclaimer Sellaresenes the right to make adjustments to pricing.Products and Service offerings lar reasons including,but not limited to,changing minket conditions,Product discontinuation,Product uwnvoilability•,manufacturer price changes,supplierprice changes and errors in advertisements.All orders are subject la the availability and the availability of Personnel to perform the Seniors.Therefore.Seller carom guarantee that it will be able to fulfill Customer's orders.If Services are being performed on a time and materials basis any estimates provided by Seiler arc for planning purposes only. Credits Any credit issued by Seller to Customer for any reason must be used within two(2)years from the date the the credit was issued and may only be used for future purchases of Products and/or Services.Any credit or portion thereof not used within the faro(2)year period will aummmically expire. limitation of Liability UNDER NO CIRCUMSTANCES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY SET FORTH HEREIN,WILL SELLER ITS AFFILIATES OR ITS OR THEIR SUPPLIERS,SUBCONTRACTORS OR AGENTS BE LIABLE FOR:(A)ANY INCIDENTAL,INDIRECT,SPECIAL,PUNITIVE OR CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO,LOSS OF PROFITS,BUSINESS,REVENUES OR SAVINGS,EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITIES OF SUCH DAMAGES OR IF SUCH DAMAGES ARE OTHERWISE FORESEEABLE,IN EACH CASE,WHETHER A CLAIM FOR ANY SUCH LIABILITY IS PREMISED UPON BREACH OF CONTRACT,WARRANTY,NEGLIGENCE,STRICT LIABILITY OR OTHER THEORY OF LIABILITY;(B)ANY CLAIMS,DEMANDS OR ACTIONS AGAINST CUSTOMER BY ANY THIRD PARTY;(C)ANY LOSS OR CLAIM ARISING OUT OF OR IN CONNECTION WITH CUSTOMER'S IMPLEMENTATION OF ANY CONCLUSIONS OR RECOMMENDATIONS BY SELLER OR ITS AFFILIATES BASED ON,RESULTING FROM,ARISING OUT OF OR OTHERWISE RELATED TO THE PRODUCTS OR SERVICES;OR(D)ANY UNAVAILABILITY OF THE PRODUCT W FOR USE OR ANY LOST.DAMAGED OR CORRUPTED DATA OR SOFTWARE.IN THE EVENT OF ANY LIABILITY INCURRED BY SELLER OR ANY OF ITS AFFILIATES.THE ENTIRE LIABILITY OF SELLER AND ITS AFFILIATES FOR DAMAGES FROM ANY CAUSE WHATSOEVER WILL NOT EXCEED THE LESSER OF:(A)THE DOLLAR AMOUNT PAID BY CUSTOMER FOR THE PRODUCT(S)GIVING RISE TO THE CLAIM OR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM;OR(B)550,000.00. Confidential Information Each'artyanticipates that it may be necessary to provide access information infowtion of a confidential nature of such party,the Affiliates or a third party(hereinafter ref d to as'Confidential Information')to the other parry in The performance of this Agreement and any Statement of Wade. 'Confidential Information'means any information or data in oral,electronic or written farm which the receiving party knows or has reason to know is propricfary or confidential and which is disclosed by a pony in connection with this Agreement or which the receiving parry may have access to in connection with this Agmcmen4 including but not limited to the terms and conditions trench Statement of Work.Confidential Information will not include information which:(a)becomes known to the public through no act offocrcaiving party,(b)was known to the receiving party,orbecomes known to the receiving party from a third parry having the right to disclose it and having no obligation of confidentiality to the disclosing party with respect to,the applicable information;ratio)is independently developed by ugenN employes or subcommmm ofthe receiving party who have not had access to such information.To the extent practicable,Confidential Information should be clearly identified or labeled ses such by the disclosing party at the time of disclosure or es promptly thereafter as possible,however,failure to.set identify or label such Confidential Informal!-will not be evidence that such information is not confidential or pmtatable. Each pony agrees to hold the otherperty'siCadillcmialli t on confidential,foea.periodnfthree(3lyears follows Rthe dateAtdisclpsure andlgd¢SuJa h m�an�ner aJ4az_j_Asp cfive�s�itboidil sSvm C nfidePSnUOC minion oft ke kind�pUulrSenalesSJhana reazoneble deer ot'.care.__.__._ Disclosures of the other party's Confidential Information will be restricted(i)to those individuals who are participating in the per of mean«of lire Agreement orlf tc applicable Statement of Watk and need to know such Confidential Information for purposes ofproviding or receiving the Products or Services ar otherwise in connection with this Agreement or the applicable Statement of Work,or(if)to its business,legal and financial advisors,each on a confidential basis Each party agrees not to use any Confidential Information of the other party for any purpose other than the business purposes contemplated by this Agreement and the applicable Statement of Work.Upon the written request are party,the other party will either return or certify the destruction tribe Confidential Information ofthe other party. If et receiving party is required by law,mle or regulation,or requested in onyjudicial or adminisfmtive proceeding or by any governmental or regulatory authority,to disclose Confidential Information ofthe other parry,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 similarprotective measure and will use reasonable efforts to obtain confidential treatment of the Confidential Information su disclosed Return Privileges To obtain Sellers return policy.Customer should anmct COW Customer Relations at 866.SVC.4CDW or email at Customaftealions cdwa, .Customer must notify CDW Customer Relations army damaged Products within ten(10)da.s fnccipt. Arbitration - Any cldm dispme,or ctnuoverry(w6,thin in amract.ton or adrcnvise,whether praxisfing.present or dome.and includ'mg but not limited to.summary.common law,intentional ton and equitable claims)arising from or relating m the Products the Services.the interpretation or application of these Toms and Conditions or any Statement of Work or the brach,lamination or validity thereof,the relationships which result from these Tams and Conditions or any Statement of Walk(including,to The full-an.permitted by applicable law,relationships with third parties who ore not signatories hereto),or Sellers or any of is Affiliates advmising or marketing(eallecliveiy,.'Claim")WILL BE RESOLVED,UPON THE ELECTION OF ANY OF SELLER,CUSTOMER OR THE THIRD PARTIES INVOLVED.EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.Ifarbitation is chosen,it will be conducted pursuant to the Rules Mthu American Arbitration Association.Ifarbio-adon is chosen by tiny party with rt peer to a Claim,=fiber ScIlanor Customer will have the right to litigate drat Claim in tun or to have ajury, that trial on Claim or w engage in pro bitrekm discovery,except as,provided for in The applicable arbitration toles or by agreement of the parties involved-Further,Customer w ill not have die right to participate as a representative or member of any class of claimants pertaining to coy Claim.Notwithstanding any choice of law provision included in these Terms and Conditions,this arbitration agonmmm is subject to the Federal Arbitration Am(9 U.S.C.to I-16).The arbitration will it.place exclusively in Chicago.Illinois.Any tun having jurisdiction may rearjudgmant on the award rendered by the whir mr(s).Each party involved will bear is awn am ofany legal representation,discovery or research required w cpmplew arbitration.The odile ce or results of any arbitration will be treated as confidential.Notwithstanding anything to the antmry contained herein,all mance pertaining to the collection ofamounts due to Seller arising out of Ore Products or Services will be cxdusivdy litigated in tun rather then through arbitmtitn. Miscellaneous Seller mtra ayassign or subconct all or any portion of is rights or obligations with respect to the sale of Products or thperformance e perfoance of Services or resign ill,right to receive payments,without Customers consent.Customer may not ueiign these'femis and Conditions•or any of is rights or obligations herein without the prior written consent of Seller.Subject tothe restrictions in assignment contained herein.these Tanis and Coaditionswill be hindingon and inure to the benefit artful,panics hereto and their successtn and assigns.No provision afthis Agreement or any Statement of Work will be deemed waived,amended or modified by either party unless such waiver,amendment or modification is in wailing and signed by both panics.The relationship between Seller and Customer is that of Independent contractors and not that of empltyenemployee,pmmetship arjoint venture.If any term or condition of this Agreement or a Statement of Work is found by a court of competent jurisdiction to be invalid,illegal or otherwise unenforceable•the scone shall not affect the other terms or renditions hereof ar themnf or the whale of this Agreement or the applicable Statement of Wmk.Notices provided under this Agreement will be given in writing and domed received upon the earlier of actual receipt or three(3)days after mailing if mailed postage prepaid by regular mail or airmail or one(1)day after such notice is sent by courier or facsimile Irommissitn. Any delay or failure by either perry to exercise tiny right or remedy will not constitute a waiver ordain party w thereafter enforce such rights. Version Data:02123e010 4' INDIANA RETAIL TAX EXEMPT PAGE City o11 Carmel CERTIFICATE NO.003120155 002 0 PURCHASE ORDER NUMBER FEDERAL EXCISE TAX EXEMPT 35-60000972 31614 ONE CIVIC SQUARE THIS NUMBER MUST APPEAR ON INVOICES,A/P CARMEL, INDIANA 46032-2584 VOUCHER, DELIVERY MEMO, PACKING SLIPS, SHIPPING LABELS AND ANY CORRESPONDENCE. FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL- 1997 'URCHASE ORDER DATE DATE REQUIRED REQUISITION NO. VENDOR NO. DESCRIPTION 411412014 Fatpipe Annual Support CDD Government, Inc. Carmel Communications SHIP Terry Crockett VENDOR 75 Remittance Drive, Suite 1515 TO 3 Civic Square Chicago, IL 606754515 Carmel, IN 46032 (317)571-2567 CONFIRMATION BLANKET CONTRACT PAYMENT TERMS FREIGHT QUANTITY UNIT OF MEASURE DESCRIPTION UNIT PRICE EXTENSION Account 43-515.01 2 Each Fatpipe Gold Plus Annual support 1807325 $3,189.57 $6,379.14 Sub Total: $6,379.14 Y {I $P 4 � .-...Y� �..•10.wf� �k755 Send Invoice To: Quoto 9 FFKC546✓ III f l City of Carpel j Terry Crockett 3 Civic Square Carmel, IN 46032- PLEASE INVOICE IN DUPLICATE DEPARTMENT ACCOUNT PROJECT PROJECT ACCOUNT AMOUNT 1202 Carmel 1S Dept. PAYMENT $6,379.14 • A/P VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THE P.O. NUMBER IS MADE A PART OF THE VOUCHER AND EVERY INVOICE AND VOUCHER HAS THE PROPER SWORN AFFIDAVITATTACHED. SHIPPING INSTRUCTIONS I HEREBY CERTIFY THAT THERE IS AN UNOBLIGATED BALANCE IN THIS APPROP IATION SUFFICIENT TO PAY FOR THE ABOVE ORDER. •SHIP REPAID. Li •C.O.D.SHIPMENTS CANNOT BE ACCEPTED. ORDERED BY • PURCHASE-ORDER NUMBER MUST APPEAR ON ALL SHIPPING LABELS. •THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99,ACTS 1945 TITLE AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO. CLERK-TREASURER DOCUMENT CONTROL NO. 318.14 A.P.V. COPY-SIGN AND RETURN TO CLERK'S OFFICE i VOUCHER NO. WARRANT NO. ALLOWED 20 IN THE SUM OF$ i II ON ACCOUNT OF APPROPRIATION FOR d Board Members PO#or INVOICE NO. ACCT#/TITLE AMOUNT DEPT.# I hereby certify that the attached invoice(s), or bill(s) is (are) true and correct and that the materials or services itemized thereon for which charge is made were ordered and received except 20 Signature Title Cost distribution ledger classification if claim paid motor vehicle highway fund VOUCHER NO. WARRANT NO. ALLOWED 20 CDW Government, Inc. IN SUM OF$ 75 Remittance Drive, Suite 1515 7 Chicago, IL 60675-1515 a� I $6,379.14 4 ON ACCOUNT OF APPROPRIATION FOR IS Department PO#/Dept. INVOICE NO. ACCT#!TITLE AMOUNT Board Members 31814 I LM56794 I 43-515.01 I $6,379.14 1 hereby certify that the attached invoice(s), or bill(s) is (are)true and correct and that the materials or services itemized thereon for which charge is made were ordered and received except Monday, MayZP6, 2014 Director, IS Title Cost distribution ledger classification if claim paid motor vehicle highway fund Prescribed by State Board of Accounts City Form No.201(Rev.1995) ACCOUNTS PAYABLE VOUCHER CITY OF CARMEL An invoice or bill to be properly itemized must show: kind of,service,where performed,dates service rendered, by whom, rates per day, number of hours, rate per hour, number of units, price per unit, etc. Payee Purchase Order No. Terms Date Due Invoice Invoice Description Amount Date Number (or note attached invoice(s)or bill(s)) 04/29/14 LM56794 $6,379.14 I hereby certify that the attached invoice(s), or bill(s), is(are)true and correct and I have audited same in accordance with IC 5-11-10-1.6 , 20 Clerk-Treasurer