HomeMy WebLinkAbout235661 08/06/14 (9,
CITY OF CARMEL, INDIANA VENDOR: 367114
ONE CIVIC SQUARE XC2 SOFTWARE CHECK AMOUNT: $*****1,170.00*
CARMEL, INDIANA 46032 122 TAYLOR DRIVE CHECK NUMBER: 235661
FAIRFAX CA 94930 CHECK DATE: 08/06/14
DEPARTMENT ACCOUNT PO NUMBER INVOICE NUMBER AMOUNT DESCRIPTION
651 5023990 080114 1,170.00 OTHER EXPENSES
` - XC2 Software, LLC •
122 Taylor Drive
Fairfax, CA 94930 Invoice N* : 7937
Voice: 800.761.4999 Invoice Date: 08/05/2014
Alt: 415.456.9200
Fax: 415.258.9561
info@xc2software.com
Bill •
Lisa Kempa Michelle Breedlove
Ikempa@carmel.in.gov City of Carmel, IN
3450 W 131 st. Street
Carmel IN 46074
Vendo'r.# P0#_ Order By Acct,N°':, Terms. Due Date
TL20140805 Teresa Lewis CAIN Net 30 09/04/2014
Item Date Item Code Item Name Qty Price Ext.
8/5/2014 MXX-XX-XXXX Software Update and Maintenance Renewal-A 1.00 $585.00 $585.00
1 Year Maintenance/Updates
Includes Updates to the XC2 base software product and licensed modules during the contract period.
Updates available by download from http://www.xc2home.com/2k11
XC2-OX-FOG-PRO-XXX : XC20 Client Server FOG PRO (Grease Trap) Management Software
XC2-SYNC-01-01 Data Synchronization Option -Set Up/1 Remote DataSync Licenses'
8/5/2014 TSX-XX-XXX Technical and User Support Renewal -Annual 11 1.00 $585.001 $585.00
1 Year Technical and User Support
Includes Phone, Fax, Email Support-WebEx Remote Support
Support Includes Assistance With Program Setup and Specific Questions Regarding All Functions of
Licensed XC2 Software During Contract Period.
Please remit to: Items Total $1,170.00
XC2 Software; LLC Taxable Amt $0.00
122 Taylor Drive Sales Tax
Fairfax, CA 94930 Freight
Invoice Total $1,170.00
Federal Tax ID: 20-8475385 Paid To Date $0.00
Questions? Call 800.761.4999 (Alt: 415.456.9200)
Thank You! Amt Due $1,170.00
EXHIBIT A
SOFTWARE LICENSE AGREEMENT AND WARRANTY
THIS LICENSE AND WARRANTY IS A LEGAL AGREEMENT BETWEEN YOU("LICENSEE")(EITHER
AS AN INDIVIDUAL OR ENTITY)AND XC2 SOFTWARE LLC. ("LICENSOR").BY USING THE
PRODUCT SHIPPED WITH THIS LICENSE AND WARRANTY,YOU ACCEPT AND AGREE TO THE
TERMS HEREOF.IF YOU ARE NOT WILLING TO BE BOUND BY THE TERMS OF THIS LICENSE AND
WARRANTY,YOU SHOULD RETURN THE PRODUCT TO LICENSOR IN ITS ORIGINAL PACKAGING
AND REMOVE ANY PORTION OF THE SOFTWARE INSTALLATION FROM ANY AND ALL DRIVES
WITHIN FIFTEEN(15)DAYS OF PURCHASE,AND YOU WILL RECEIVE A REFUND OF YOUR MONEY.
1.Definition of Product and Software.As used herein, "Software" means the XC2 software shipped with this License
and Warranty.
2. General.UNDER THE TERMS OF THIS LICENSE AND WARRANTY,THE SOFTWARE IS LICENSED (AND
NOT SOLD)TO YOU.LICENSOR IS WILLING TO LICENSE THE SOFTWARE TO YOU ONLY UPON THE
CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS LICENSE AND WARRANTY.
3.License Grant.Licensor hereby grants to you, and you hereby accept from Licensor, a non-exclusive,nontransferable
license to install, execute, and use the Software either(i)if fora"single-user"system,on the single computer only for
which Licensor has provided you a license, or(ii)on a Multi-User(Client/Server) system for which the Licensor has
provided a multi-user license. Multi-User systems may install the XC2 Client Software on as many computer
workstations as desired. Concurrent users are limited by the license provided, including"One Concurrent User
systems". Concurrent Users is defined as users accessing the software at the same time. All rights in the Software shall
remain the property of Licensor or its licensors, if any.You shall not make any modifications to the Software without
Licensor's prior written consent. You shall not reproduce the Software except to the extent strictly necessary for proper
use of the Product; provided, however,that you may make an archive copy of the Software.YOU SHALL KEEP THE
SOFTWARE AND ANY OPERATING MANUALS OR USER DOCUMENTATION ASSOCIATED THEREWITH IN
CONFIDENCE AND SHALL NOT DISCLOSE OR PROVIDE ANY ASPECTS, SCREEN SHOTS,VIEWS OR
FUNCTIONS OF THE SOFTWARE, MANUALS OR DOCUMENTATION TO ANY OTHER PARTY WITHOUT
SPECIFIC WRITTEN CONSENT BY LICENSOR.You may not cause, permit or suffer the Software to be reverse
engineered, disassembled or decompiled, rented, or offered for sale or other means of transfer or disposition, nor shall
you develop software that performs the functions of the Software in the identical manner as the Software. So long as you
comply with all terms of this License and Warranty,the license granted hereunder shall be perpetual. The license shall,
however, in all events automatically terminate upon the sale or other transfer of the Software and/or in the event of the
permanent discontinuance of the use of the Software by you,and the use of the Software by any purchaser or other
transferee from you will be conditioned upon the grant of a new license in respect thereof by Licensor.
4.U.S. Government Restricted Rights.The Software and related documentation are"restricted computer software" as
defined in the Commercial Computer Software Restricted Rights clause at 48 CFR 52.227-19 provided with "Restricted
Rights." Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraphs(c)(1)
and (2)of that clause.
5. Licensor's Rights. You acknowledge and agree that the Software is a proprietary product of Licensor protected under
U.S. copyright law. You further acknowledge and agree that all right,title,and interest in and to the Software, including
associated intellectual property rights,are and shall remain with Licensor. This License and Warranty does not convey to
you an interest in or to the Software,but only a limited right of use revocable in accordance with the terms of this
License and Warranty.
I
9.No Assignment.This Agreement shall not be assigned in whole or in part by either party without the prior consent of
the other,that shall not be reasonably withheld,and any attempt by either party to so assign this Agreement shall be
invalid.However,either party may assign this entire Agreement to a parent,subsidiary or affiliated company of that
party without the consent of the other party.
10.Termination.
The term of this Agreement shall remain in force for the duration of the licensing period. This Agreement may be'
terminated with 30 days written notice by XC2 Software LLC if Customer breaches or fails to comply with any of the
terms and conditions of this Agreement.Customer will have 30 days from receipt of written notice to cure any terms or
conditions that are in breach of or out of compliance with this agreement.Upon termination,customer shall immediately
remove and destroy all copies of the Software or any part thereof.Upon XC2 Software LLC request,Customer will
certify to X02 Software LLC that all complete and partial copies of the Software have been destroyed or retuzned to
XC2 Software LLC.The provisions of this Agreement,other than the license grant contained in Section 3 ("License
Grant")shall survive termination.
11.Terms,Pricing,Payment
All prices quoted are in United States Dollars. All payments to be in United States Dollars.
For initial installations,Customer shall be invoiced upon delivery of software and services.
For maintenance and support contracts, Customer shall be invoiced upon receipt of purchase order or contract for the
entire period of the contract, including multi-year contracts that include discounts. Customer agrees to pay the entire
amount of the invoiced contract at the beginning of the contract period.
Customer agrees to pay all invoices according to the following terms:_
12.Tax Liability.
Unless Customer is specifically exempted and provides necessary documentation,Customer is responsible for paying
any sales or use tax imposed at any time whatsoever on this transaction, including any penalties due for non-payment or
late payment. Reporting of taxes due and tax payments shall be made directly to the taxing authority.
13, Governing Law.This Agreement shall be construed in accordance with the State of California without giving effect
to California's conflict of law principles.
14.General.Any term of this Agreement may be waived in writing by the party entitled to the benefits thereof.No
waiver of any condition or breach shall be deemed to be a further or continuing waiver of such condition of breach.
Delay or failure to exercise any right or remedy shall not be deemed the waiver of that right or remedy,Any provision of
this Agreement,which shall be determined by a count of competent jurisdiction to be invalid or unenforceable, shall be
severed from this Agreement without invalidating the remaining provisions thereof.This Agreement represents the entire
agreement between the parties with respect to the Software and supersedes any prior agreement between the parties.Any
modifications of this Agreement shall be in writing and signed by the parties.No agent or employee of Licensor is
authorized to make any representation binding on Licensor unless the representation is in writing and signed by an
authorized officer.
15.Inclusion of Support and.Maintenance Agreement. Unless otherwise specifically stated,signing of this agreement
includes acknowledgment and acceptance of the current XC2 Maintenance and Support Agreement.
CE of Carmel,N Da XC2 Software LLC D to
Print Name: Print Name
Title Title
MAINTENANCE / TECHNICAL SUPPORT
- Maintenance/Technical Support Renewal Form
H2O
Your Renewal Date is: 08/01/14 BenchMarV
City of Calrmel, IN
Includes: 1-800 Live/Toll-Free(800.761.4999)Telephone Support-WebEx Remote Support
All program Updates to XC2@ Software
(available via XC2 Update Site-http://www.xc2home.com/2kl1 (User Name&Password Required)
California customers needing an update CD are subject to sales tax.
Exception: This does not apply to any U.S. Government Agencies needing an update CD.
---------------------------------------------------------------------------------------------------------------------------------------
XC2 Software, LLC 122 Taylor Dr. Fairfax, CA 94930
E-Mail, Mail,Or Fax Completed Renewal Form To: 415.258.9561
Your Products:
Code Name Qty Recs Qty Users
XC2-OX-FOG-PRO-XXX XC28 Client Server FOG PRO(Grease Trap)Management Software 300 1
XC2-SYNC-01-01 Data Synchronization Option-Set Up/1 Remote DataSync Licen 8,000,000 1
Price BEFORE Price/AFTER
Please indicate length of contract: 08/01/14 08/01/14
1 Year Maintenance/Tech Support/Updates $1,170 $1,500
❑ *2 Years Maintenance/Tech Support/Updates $2,125 $2,475
❑ *3 Years Maintenance/Tech Support/Updates $2,925 $3,275
Save$215 on a 2 Year Contract! Save$585 on a 3 Year Contract!
State of Washington Customers: Include Applicable Sales Tax on 50%of Renewal Cost on your purchase order
(Maintenance is 50%of Cost-Support is 50%of Cost-Support is Non-Taxable
$ -2 e $ x % = $ .7
(D Contract Amt. Amt.of Maint. Tax Rate ®Tax Amount 0 TOTAL LINE 1 +4
1 TPreewkS 7 (7�� _
..--.____.Name:..(Designate ont ct Person) PWhe:
' l rg�ld
nature Purchase Order# Date
Authorize�ig
If you would like to pay by Credit Card, please include Credit Card Information below
Credit Card# Name On Card Exp. Date
Security#(3 digit number) Billing Street Address Zip Code
Please Sign and return Attached License and Warranty Agreement with Order
Customer is responsible for and agrees to pay any and all sales or use taxes or any penalties due to late or non-payment of those
taxes imposed at any time whatsoever on this transaction. The exhibits and schedules referred to in this agreement are to be
included and constitute an integral part of this agreement and are deemed to be included in any purchase order resulting from this
proposal.
A
}
EXHIBIT A
SOFTWARE LICENSE AGREEMENT AND WARRANTY
THIS LICENSE AND WARRANTY IS A LEGAL AGREEMENT BETWEEN YOU("LICENSEE") (EITHER
AS AN INDIVIDUAL OR ENTITY)AND XC2 SOFTWARE LLC.("LICENSOR").BY USING THE
PRODUCT SHIPPED WITH THIS LICENSE AND WARRANTY,YOU ACCEPT AND AGREE TO THE
TERMS HEREOF.IF YOU ARE NOT WILLING TO BE BOUND BY THE TERMS OF THIS LICENSE AND
WARRANTY,YOU SHOULD RETURN THE PRODUCT TO LICENSOR IN ITS ORIGINAL PACKAGING
AND REMOVE ANY PORTION OF THE SOFTWARE INSTALLATION FROM ANY AND ALL DRIVES
WITHIN FIFTEEN(15)DAYS OF PURCHASE,AND YOU WILL RECEIVE A REFUND OF YOUR MONEY.
1.Definition of Product and Software.As used herein, "Software"means the XC2 software shipped with this License
and Warranty.
2.General.UNDER THE TERMS OF THIS LICENSE AND WARRANTY,THE SOFTWARE IS LICENSED(AND
NOT SOLD)TO YOU.LICENSOR IS WILLING TO LICENSE THE SOFTWARE TO YOU ONLY UPON THE
CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS LICENSE AND WARRANTY.
3.License Grant.Licensor hereby grants to you, and you hereby accept from Licensor,a non-exclusive,nontransferable
license to install, execute,and use the Software either(i)if for a"single-user"system,on the single computer only for
which Licensor has provided you a license,or(ii)on a Multi-User(Client/Server)system for which the Licensor has
provided a multi-user license. Multi-User systems may install the XC2 Client Software on as many computer
workstations as desired. Concurrent users are limited by the license provided, including"One Concurrent User
systems". Concurrent Users is defined as users accessing the software at the same time. All rights in the Software shall
remain the property of Licensor or its licensors, if any.You shall not make any modifications to the Software without
Licensor's prior written consent.You shall not reproduce the Software except to the extent strictly necessary for proper
use of the Product;provided,however,that you may make an archive copy of the Software.YOU SHALL KEEP THE
SOFTWARE AND ANY OPERATING MANUALS OR USER DOCUMENTATION ASSOCIATED THEREWITH IN
CONFIDENCE AND SHALL NOT DISCLOSE OR PROVIDE ANY ASPECTS, SCREEN SHOTS,VIEWS OR
FUNCTIONS OF THE SOFTWARE,MANUALS OR DOCUMENTATION TO ANY OTHER PARTY WITHOUT
SPECIFIC WRITTEN CONSENT BY LICENSOR.You may not cause,permit or suffer the Software to be reverse
engineered, disassembled or decompiled,rented,or offered for sale or other means of transfer or disposition,nor shall
you develop software that performs the functions of the Software in the identical manner as the Software. So long as you
comply with all terms of this License and Warranty,the license granted hereunder shall be perpetual.The license shall,
however, in all events automatically terminate upon the sale or other transfer of the Software and/or in the event of the
permanent discontinuance of the use of the Software by you, and the use of the Software by any purchaser or other
transferee from you will be conditioned upon the grant of a new license in respect thereof by Licensor.
4.U.S.Government Restricted Rights.The Software and related documentation are "restricted computer-software" as
defined in the Commercial Computer Software Restricted Rights clause at 48 CFR 52.227-19 provided with "Restricted
Rights."Use,duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraphs(c)(1)
and (2)of that clause.
5.Licensor's Rights.You acknowledge and agree that the Software is a proprietary product of Licensor protected under
U.S. copyright law. You further acknowledge and agree that all right,title, and interest in and to the Software,including
associated intellectual property rights, are and shall remain with Licensor.This License and Warranty does not convey to
you an interest in or to the Software,but only a limited right of use revocable in accordance with the terms of this
License and Warranty.
6.Limited Warranty.For a period of 12 months from date of delivery,Licensor warrants that the Software will
substantially conform to the applicable Licensor published specifications. This limited warranty extends only to
Customer as the original licensee. LICENSOR AND ITS LICENSORS DO NOT BY VIRTUE OF THIS
AGREEMENT,AND HEREBY EXPRESSLY DISCLAIM,ANY REPRESENTATION OR WARRANTY TO ANY
LICENSEE OR OTHER THIRD PARTY,INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NEITHER LICENSEE NOR ANY THIRD
PARTY SHALL HAVE THE RIGHT TO MAKE OR PASS ON ANY SUCH WARRANTY OR REPRESENTATION
ON BEHALF OF LICENSOR TO ANY END USER OR THIRD PARTY. In no event does Licensor warrant that the
Software is error free,that Licensee will be able to operate the Software without problems or interruptions,or that it will
be compatible with the Licensee's own equipment and software configuration. During the limited warranty period you
will be entitled to receive software fixes and updates to the software that Licensor releases and makes commercially
available and for which it does not charge separately, subject to the procedures for delivery to purchasers of Licensor's
products generally. This warranty does not apply if the software(a)has been altered, except by Licensor,(b)has not
been installed,operated,repaired,or maintained in accordance with instructions supplied by Licensor,(c)has been
subjected to abnormal physical or electrical stress,misuse,negligence,or accident, or(d)is used in ultra hazardous
activities. Some jurisdictions do not allow the exclusion of implied warranties or limitations on how long an implied
warranty may last, so the above limitations may not apply to you. This warranty gives Licensee specific legal rights.
You may have other rights which vary from state to state. The foregoing warranty shall not apply to defects resulting
from improper or inadequate maintenance by you,or software supplied by you,or interfacing,or unauthorized
modifications, or misuse,or any component comprising the Software,has been altered in any way from its original
installation. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES WHETHER EXPRESS,IMPLIED OR
STATUTORY,INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE.
7.Limitation of Liability.LICENSEE AGREES THAT LICENSOR AND/OR ITS LICENSORS SHALL NOT IN
ANY EVENT BE LIABLE FOR ANY INDIRECT, SPECIAL,INCIDENTAL OR CONSEQUENTIAL DAMAGES,
INCLUDING,WITHOUT LMTATION,PERSONAL INJURY,PROPERTY DAMAGE,LOST PROFITS OR
OTHER ECONOMIC LOSS ARISING IN CONNECTION WITH LICENSEE'S USE OF OR INABILITY TO USE
THE DERIVATIVE PRODUCTS. THIS LIMITATION OF LIABILITY WILL APPLY REGARDLESS OF THE
FORM OF ACTION,WHETHER IN CONTRACT OR TORT,INCLUDING NEGLIGENCE AND INDEPENDENT
OF ANY FAILURE OF ESSENTIAL PURPOSE OF THE REMEDIES PROVIDED HEREUNDER. THIS
DISCLAIMER SHALL APPLY WHETHER OR NOT LICENSOR OR ITS LICENSORS HAVE BEEN APPRISED OF
THE POSSIBILITY OF SUCH DAMAGES.
8.Indemnification.Licensor agrees to defend, indemnify and hold Licensee harmless from and against any claim, suit,
demand,or action alleging that the Software or any component thereof infringes a copyright,trade secret,or any other
proprietary right of any third party recognized under the laws of the United States, and Licensor shall indemnify you
against all costs,expenses,(including reasonable attorney's fees), and damages arising from any such claim, suit,
demand, or action;provided,however,that: (i)you shall have given Licensor prompt written notice of such claim,suit,
demand,or action;(ii)you shall cooperate with Licensor in the defense and settlement thereof; and, (iii)Licensor shall
have control of the defense of such claim,suit,demand,or action and the settlement or compromise thereof.If a
temporary or a final injunction is obtained against your use of the Software or any portion thereof by reason of an
infringement of a U.S.copyright,trade secret, or other proprietary right,Licensor will,at its option and expense, either
(i)procure for you the right to continue using the Software or(ii)replace or modify the Software or such infringing
portion thereof so that it no longer is infringing, so long as the utility or performance of the Software is not adversely
affected by such replacement or modification.Licensor shall have no liability to Licensee for any infringement action or
claim that is based upon or arises out of the use of the Software or any component thereof in combination with any other
system,equipment, or software in the event that,but for such use,the claim of infringement would not lie.
9.Nd Assignment. This Agreement shall not be assigned in whole or in part by either party without the prior consent of
the other,that shall not be reasonably withheld,and any attempt by either party to so assign this Agreement shall be
invalid.However,either party may assign this entire Agreement to a parent, subsidiary or affiliated company of that
party without the consent of the other party.
10.Termination.
The term of this Agreement shall remain in force for the duration of the licensing period. This Agreement may be
terminated with 30 days written notice by XC2 Software LLC if Customer breaches or fails to comply with any of the
terms and conditions of this Agreement. Customer will have 30 days from receipt of written notice to cure any terms or
conditions that are in breach of or out of compliance with this agreement.Upon termination,customer shall immediately
remove and destroy all copies of the Software or any part thereof. Upon XC2 Software LLC request,Customer will
certify to XC2 Software LLC that all complete and partial copies of the Software have been destroyed or returned to
XC2 Software LLC. The provisions of this Agreement,other than the license grant contained in Section 3 ("License
Grant")shall survive termination.
11.Terms,Pricing,Payment
All prices quoted are in United States Dollars. All payments to be in United States Dollars.
For initial installations, Customer shall be invoiced upon delivery of software and services.
For maintenance and support contracts,Customer shall be invoiced upon receipt of purchase order or contract for the
entire period of the contract, including multi-year contracts that include discounts. Customer agrees to pay the entire
amount of the invoiced contract at the beginning of the contract period.
Customer agrees to pay all invoices according to the following terms:_
12.Tax Liability.
Unless Customer is specifically exempted and provides necessary documentation,Customer is responsible for paying
any sales or use tax imposed at any time whatsoever on this transaction, including any penalties due for non-payment or
late payment. Reporting of taxes due and tax payments shall be made directly to the taxing authority.
13. Governing Law.This Agreement shall be construed in accordance with the State of California without giving effect
to California's conflict of law principles.
14.General.Any term of this Agreement may be waived in writing by the party entitled to the benefits thereof.No
waiver of any condition or breach shall be deemed to be a further or continuing waiver of such condition of breach.
Delay or failure to exercise any right or remedy shall not be deemed the waiver of that right or remedy.Any provision of
this Agreement,which shall be determined by a count of competent jurisdiction to be invalid or unenforceable, shall be
severed from this Agreement without invalidating the remaining provisions thereof. This Agreement represents the entire
agreement between the parties with respect to the Software and supersedes any prior agreement between the parties.Any
modifications of this Agreement shall be in writing and signed by the parties.No agent or employee of Licensor is
authorized to make any representation binding on Licensor unless the representation is in writing and signed by an
authorized officer. -
15.Inclusion of Support and Maintenance Agreement.Unless otherwise specifically stated, signing of this agreement
includes acknowledgment and acceptance of the current XC2 Maintenance and Support Agreement.
6A, of Carmel, Date XC2 Software LLC Date
Print Name: Print Name
Title Title
VOUCHER # 145034 WARRANT # ALLOWED
367114 IN SUM OF $
XC2 Software LLC
122 Taylor Drive
Fairfax, CA 94930
Carmel Wastewater Utility
ON ACCOUNT OF APPROPRIATION FOR
Board members
PO# INV# ACCT# AMOUNT Audit Trail Code
080114 01-7360-02 $1,170.06
Voucher Total $1,170.00
Cost distribution ledger classification if
claim paid under 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 of service rendered, by whom, rates per day, number of units,
price per unit, etc.
Payee
367114
XC2 Software LLC Purchase Order No.
122 Taylor Drive Terms
Fairfax, CA 94930 Due Date 7/14/2014
Invoice Invoice Description
Date - Number (or note attached invoice(s) or bill(s)) Amount
7/14/2014 080114 $1,170.00
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
Date Officer