HomeMy WebLinkAbout256258 03/15/16 olal
CITY OF CARMEL, INDIANA VENDOR: 033825ONE CIVIC SQUARE CDW GOVERNMENT INCCHECK AMOUNT: S****14,261.72*
CARMEL, INDIANA 46032 75 REMITTANCE DR CHECK NUMBER: 256258
SUITE 1515 CHECK DATE: 03/15/16
CHICAGO IL 60675.1515
DEPARTMENT ACCOUNT PO NUMBER INVOICE NUMBER AMOUNT DESCRIPTION
1115 4463201 33552 CDJ5332 160.00 2 HARD DRIVES
1125 4230200 39593 CFQ4323 271.06 DISPLAY AND PORTS
1125 4230200 39593 CFZ8803 43.38 DISPLAY AND PORTS
1115 4463100 33395 CFZ9692 4,904.64 CAMERA REPLACEMNT
1115 4467099 33551 CFZ9692 1,989.00 NETWORK CAMERA
1115 4463100 33395 CFZ9693 6,893.64 CAMERA REPLACEMNT
ACCOUNTS PAYABLE VOUCHER
CITY OF CARMEL
An invoice of 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.
033825 C D W Government Terms
75 Remittance Drive, Ste 1515
Chicago, IL 60675-1515
Invoice Invoice Description
Date _ Number - (or note attached invoice(s)or bill(s)) PO# Amount
2/25/16 CFQ4323 Computer Supplies COO 39593 $ 271.06
2/29%16 CFZ8803 -- Computer Supplies COO 39593 $ 43.38
CDW
Total $ 314.44
1 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
Voucher No. Warrant No.
033825 C D W Government Allowed 20
75 Remittance Drive, Ste 1515
Chicago, IL 60675-1515
In Sum of$
$ 314.44
ON ACCOUNT OF APPROPRIATION FOR
101 General Fund
PO#or INVOICE NO. ACCT#/TITL AMOUNT Board Members
Dept#
i
_ 39593 CFQ4323 4230200 $ 271.06 1 hereby certify that the attached invoice(s), or
CFZ8803 4230200 $ 43.38 bill(s) is(are)true and correct and that the
q 5 E materials or services itemized thereon for
which charge is made were ordered and
received except
I
March 10, 2016
i
Signature
$ 314.44 Accounts Payable Coordinator
Cost distribution ledger classification if Title
claim paid motor vehicle highway fund
l,N1iQIC bAt! lN5/Of IVUJVI E.R . PAYMENTTERMIS pUEDATE' "
Net 30 Days 03/30/16
"�OtDERDATE ` '=SHIPUTA' ,PURC
RASE,ORDER NUMBER' CUSTOMER Nf1iNBER
02/25/16 UPS Ground(Indy 1-2 day) 39593 11644812
ITEM NUMBER DESCRIPTION QTY
UNIT PRICE., TOTAL'
QTY
ORD' SHIP- BIO'= .
3496393 SIIG 8.851N MINI DISPLAY PORT ADAPT 2 2 0 21.69 43.38
Manufacturer Part Number:CB-DPOR11-Sl
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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 „. $43.38
MICHELLE REEVES CARMEL CLAY PARKS&RECREATION
312-547-2393 - DAWN KOEPPPER SHIPPING $0.00
micreev@cdwg.com 1411 E 116TH ST
CARMEL IN 46032-7611 SALES TAX ,„ $0.00
SALES ORDER NUMBER —
GVTH108 AYMOUNTDI ,� - $43.38
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
CDW GOVERNMENT FEIN 36-4230110 Page 1 of 1
1N1iUlGE ATEA; �IN_V_OICEgNt1MBER _, ;`; " PAYMENT TERMS_;." "',. DUE DATE
02/2511 FQ4323 ` " Net 30 Days 03/26/16
�.
9ORpBR°D"ASTE"" SHIP"(/IA""" - „- PURCHASE ORDER NUMBER ,:CUSTOMER NUMBER-
02/25/16
UMBER 02/25/16 UPS Ground(Indy 1-2 day) 39593 11644812
ITEMNUMBER ; "; :': t)ESCRIPTION UNIT PRICE'' TOTAL `_ '
,anr. QTY aTYR;
r
ORh .SHIP BIO=, .,
3638818 HP SB PRODISPLAY P222VA MONITOR 2 2 0 125.12 250.24
Manufacturer Part Number:K7X30A8#ABA
Serial No:CNK53404BG
Serial No:CNK534054R
3651494 C2G 6FT MINI-DP TO DP ADAPT M/M BLK 2 2 0 10.41 20.82
Manufacturer Part Number:54301
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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 $271.06
MICHELLE REEVES CARMEL CLAY PARKS&RECREATION
312-547-2393 DAWN KOEPPPER SHIPPING $0.00
micreev@cdwg.com 1411 E 116TH ST _
CARMEL IN 46032-7611 SALES TAX $0.00
+..:SALES ORDER NUMBER
GVTH108 AMOUNT DUE $271.06
--� Cage Code Number 1KH72 HAVE QUESTIONS ABOUT YOUR ACCOUNT?
- 01 DUNS Number 02-615-7235 PLEASE EMAIL US AT credit@cdw.com
ISO 9001 and ISO 14001 Certified VISIT US ON THE INTERNET AT www.cdwg.com
CDW GOVERNMENT FEIN 36-4230110 Page 1 of 1
VOUCHER NO. WARRANT NO.
ALLOWED 20
CDW GOVERNMENT INC
75 REMITTANCE DR
IN SUM OF$
SUITE 1515
CHICAGO, IL 60675-1515
$11,798.28
ON ACCOUNT OF APPROPRIATION FOR
Communications
PO#/Dept. INVOICE NO. I ACCT#/Fund AMOUNT Board Members
33395 j CFZ9693 j 44-631.00 $6,893.64 1 hereby certify that the attached invoice(s), or
1115 101
33395 CFZ9692 44-631.00, $4,904.64 bill(s) is (are)true and correct and that the
1115 101 f
materials or services itemized thereon for
which charge is made were ordered and
received except
Wednesday, March 09, 2016 ..
Terry Crockett, Director
Cost distribution ledger classification if
claim,paid motor vehicle highway fund
'rescribed by State Board of Accounts City Form No.201(Rev.1995)
ACCOUNTS PAYABLE VOUCHER
CITY OF CARMEL
4n invoice or bill to be properly itemized must show: kind of service,where performed, dates service rendered, by
nrhom, rates per day, number of hours, rate per hour, number of units, price per unit,etc.
Payee
Purchase Order No.
Terms
Date Due
nvoice Date Invoice# Description Amount.
Dept. Fund.# (or note attached invoice(s) or bill(s))
02/29/16 CFZ9693 $6,893.64
1115 101
02/29/16 CFZ9692 $4,904.64
1115 101
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 INVOICE NUMBER, _.._ _.. ., .- PAYMENT_TERMS: DUE DATE,
02/29/16 CFZ9692 Net 30 Days 03/30/16
D
O ER'DAT.E:-,
_ R._ , _", ._ . _. .SHIP•VIA, _ ,. ?, ,• ',PURCHASE:ORDER;NUMBER ,.'_ ;� CUSTOMER'NUMBER.
02/25/16 UPS Ground(Indy 1-2 day) GVTX819 1674420
QTY' QTY 4TY
ITEWNUMBER DESCRIPTION UNITPRICE TOTAL
_. _-,.-. :_. _ORD ; SHIP. .,B/01-.
3588253 AXIS Q6045-E MKII OUTDOOR DOME PTZ 2 2 0 3,446.82 6,893.64
Manufacturer Part Number:0694-004
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. (a D�•
ACCOUNT MANAGER: . .,,,. :'SHIP.PING ADDRESS SUBTOTAL •' $ 3.64
MICHELLE REEVES CITY OF CARMEL
312-547-2393 COMMUNICATIONS 'SHIPPING', $0.00
micreev@cdwg.com 31 1STAVE NWCARMEL IN 46032-1715 SALES TAX:; $0.00
'SAL ORDER-NUMBER
GVTX840 AMQUNT DUES $6,893.64
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
0002:0002
CDW GOVERNMENT FEIN 36-4230110 Page 1 of 1
'
INVOICE DATE INVOICE NUMBER PAYMENT TERMS% DUE DATE
02/29/16 CFZ9693 Net 30 Days 03/30/16
ORDERZATE _ SHIP VIA _ PURCHASE ORDER NUMBER- CUSTOMER.NUMBER
02/25/16 UPS Ground(Indy 1-2 day) AXIS 1674420
ITEM NUMBER DESCRIPTION QN°` QTY � "QTY UNIT PRICE' `TOTAL
ORD SHIP B/O
3588253 AXIS Q6045-E MKII OUTDOOR DOME PTZ 2 2 0 3,446.82 6,893.64
Manufacturer Part Number:0694-004
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, a $6,893.64
MICHELLE REEVES CITY OF CARMEL
312-547-2393 COMMUNICATIONS SHIPPING`" $0.00
micreev@cdwg.com 31 1 STAVE NW
CARMEL IN 46032-1715 SALES TAX $0.00
SALES ORDER NUMBER
GVTX132 AMOUNT DUE;'. $6,893.64
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
0001:0002 Cow GOVERNMENT FEIN 36-4230110 Page 1 of
relying on any staterems,specifications.photographs or other illustrations representing the Producesthat may be provided by Seller or flus.AHilmacs.SELLER ANU t tis-1-ILIA I-nunuaa uarwmasur umu.nrm—..Harr..,.t1c.ar tr1—ops---.,.....,—. —
PRODUCTS,INCLUDING,BUT NOT LIMITED TO.ANY WARRANTY OF TITLE-ACCURACY.MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,WARRANTY OF NONINFRMGEMENT,OR ANY WARRANTY RELATING TO THIRD PARTY SERVICES.
THE DISCLAIMER CONTAINED IN THIS PARAGRAPH DOES NOT AFFECT THE TERMS OF ANY MANUFACTURER'S WARRANTY. Cummer expressly waives.ny claim that it may have against Seller or its Affiliates based on any product liabilityor infringement or alleged
infringement of any paten.copyright,trade secret or othe-inlellactual property rights(each.'Claim')with respect to any Product and also waives any right to indenmiflodon Barn Seller or is Affiliates against any such Claim made against Customer by a third party.Customer acknowledges that
no employee of Sella or is AlTiliata is and arced to make any representation or warranty on behalf of Seller or any of its Affiliates that is Hol in this Agreement.
Seller warrants that the Services will be performed in a good and workmanlike manner.Customers sole end exclusive remedy and Sellers entire liability with respect to this warranty will be,at the sole option of Seller,to either(a)use its reasonable commercial from to reperform or cause to be
reperformed any Services not in substantial complianm with this warranty or(b)refund amauns paid by Customer related to the portion ofthe Services not in substantial compliance;provided in each cast.Customer notifies Seller in writing within five(5)business days after perfmmanee of the
applicable Service,EXCEPT AS SET FORTH 1112REIN OR IN ANY STATEMENT OF WORK THAT EXPRESSLY AMENDS SELLER'S WARRANTY,AND SUBJECT TO APPLICABLE LAW,SELLER MAKES NO OTHER,AND EXPRESSLY DISCLAIMS ALI,OWER,
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 WARRANTY WITH RESPECT TO THE PERFORMANCE OF ANY HARDWARE OR SOFTWARE USED IN PERFORMING SERVICES AND ANY WARRANTY CONCERNING TIIE 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 MAKI: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.
Cummer shall be solely responsible for daily back-up and otter protection of its dam and software against loss,damage or corruption.Customer shall be solely responsible for rewnstmeting date(including but not limited to data located on disk files and memories)and sof—that may be lost,
damaged or cortupled during the periormance fServices.SELLER ITS AFFILIATES,AND ITS AND THEIR SUPPLIERS.SUBCONTRACTORS AND AGENTS ARE HEREBY RELEASED AND SI IALL 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 result to Seller or any of is Affiliates for any delays in delivery or in performance which result from any circumstances beyond Sellers reasonable consul,including,but not limited to,Product i mi vailability,carrier delays,delays due to fire,
severe weather conditions,failure of powar,labor problems acts of west,errorism,embargo,acts of God or acs or laws army government or agency.Any shipping dates or completion dates provided by Seller or any purported deadlines contained in a Staement of tl'ork or any other document are
estimates only.
Pricing Information:Availability-Disclaimer
Seller reserves the right m make adjustments to pricing.Products and Service offerings for recons including,but not limited to,changing market madidans Product discontinuation,Pro
Product unavailability,manufacturer prim changes.supplier price changes and err
ors in advertisements.All orders
arc subject to Product availability and the availability of Personnel in perform the S-ims.Therefore-Seller cannot guarantee than it will be able to fulfill Customers Orden.If Services arc being performed on a time and materials basis.my estimates provided by Seller are for planning purposes
only.
Credis
Any credit issued by Seller to Customer for my reason must be used within two,(2)years from the time that the credit was issued and may only be used for future purchases ofProducts.nd/or Services Any credit or portion thereafnot used within the two(2)year period will automatically expire.
Limitation of l.iabiihy
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 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.
Confidential Information
Each parry anticipates than it may be necessary to provide access to information of a confidential nature of such party,the Affiliates or a third parry(hereinafter referred m as'Cnnfhdential lidinn-ion')to the other party in the performance of this Agreement and any Statement of Work
'Confidential Infnnmalion'rations any information or data in and,clecuonic or written form which the receiving parry knows or has reason no know is proprietary or confidential and which is disclosed by a pant in connection with this Agreement or which the receiving party may have access to Tri
connection with this Agreement,including but not limited to the terns and conditions ofeach Statement of Work.Confidential Information will not include Information which:(a)becomes known to the public through o0 act of Ne receiving parry;(b)was known to the receiving party,or becomes
known m the remiving party from a third party having the right m disclose it and having no obligation of confidentiality to the disclosing Party with respect m to applicable information;or(c)is independently developed by agents,employees or subcontractors of the 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 party at the time of disclosure or u promptly thereafter as possible,however,failure To w identify or label such Confidential lar nnmiaa will not be
evidenm that such information is not confidential or promotable.
Each parry agreesTnTioWtFe other pangs�tidential Inmmmauon concon n�for o pefperiod of Luce 3rdfollowing the date ofdiulosure and to do w a manner ai kast as protective u ft holds its own Confidential lnformmion of Itke kind bui w use no lessilmn a mawnnhle degree of—
Each
Disclosures of the other panyas Confidential Information will be restricted(i)to those individuals who me participating in the performance ofthis Agreement or the applicable Statement of Wmi and need to know such Confidential Information for purposes ofpmviding or receiving the Producs or
Services or otherwise in connection with this Agreement or the applicable Sniitement ofW'oik,or(ill to is business.legal and financial advisors,ca&h onaconfndentnl basis.Each party agrees not to ue any Confidential Information of the other party for any purpose other than the business purposes
contemplated by this Agreement and the applicable Statement of WodL Upon the written request ofa party,the other party will either rerun or mi ify the destruction of the Confidential lnfotmmion of the other party.
If a receiving party is required bylaw,rale or regulation,or requested in anyjudicial or administrative proceeding or by my governmental or regulatory authority,to disclose Confidential Information of the other party,the receiving party will give the disclosing party prompt notim of such request
so that the disclosing party may seek an appropriate protective order or similar protective meuore and will use reasonable efforts to obtain confidential too mens of the Confidential Information so disclosed.
Rem.Privileges
To obtain Sellers return policy.Customer should contact CDW Cirmos r Relations at 866.SVCACDW or email at CustomaReludons^n edrv.com.Customer must modify CDW Customer Relations army damaeW Products within ten(10)days ofteceipt.
Arbitration
Any claim dispute,or wnuntyrsy(whether in conuact.tan or othcnsise,whether prtxisting,present or future.and including,but nm limited In.statutory.common law,innentionul ton and equitable claims)arising from or relating an the Products,the Scmi¢s the interpretation or application of
these Terms and Conditions or any Statement of Work or the breach,lamination or validity thereof,the relationships which result from these Terms and Conditions or any Statement of Work(including,to the Poll exaem permitted by applicable law,relationships with third patties who arc nut
signatories herein),or Setters or any of is Affiliates advertising or marketing(collectively,a-Claim")WILL BE RESOLVED,UPON THE ELECTION OF ANY OF SELLER,CUSTOMER OR Till!THIRD PARTIES INVOLVED.EXCLUSIVELY AND FINALLY BY BINDING
ARBITRATION.If akitmrion is chosen,it will be conducted paorumt m the Rules of the American Arbitration A,weiatiun.If urbivation is chosen by my party with respect to a Claim,neither Seiler nar Customer will have the right to litigate that Claim in man arm have a jury trial an that Claim
or to engage in pre-arbitration discovery,except as provided for in the applicable arbitration mlu or by eg,.-nt of the ponies involved.Furter,Customer will not have the right to participate as a representative or member Tracy cross of claimants pertaining to any Claim.Notwithstanding my
,hot.of Ism provision included in theso Terms and Condivons,this arbivadon agreement is subject m the Federal A61-do.An(9 U.S.C.fill 1-16).The arbitration will it,place exclusively in Chicago.Illinois.Any court having jruisdfnim mar rnerjudgmmt on the award tendered by the
arbirmmr(s).Each party involved will bear its awn cost of any legal repteonmtion,discoveryor research required To complete arbitration.The existenw tar results of any arbitration will be treated as confidential.Notwithstanding anything to the contrary contained herein,all maters pertaining to the
collection ofamounts due to Seller arising out of the P.dues or Smites will be exclusively litigated in wort rather than through arbitration.
Misccllanwns
Scller may assign or subconutrm all or any portion of is rights or obligations with respect to the sale of products o,flic performvtm of mims or assign the right to receive payments-without Cumtrers consent.Customer may not assign these Terns and Conditions or any of is rights or
obligations herein without the prior writen consent of5cllcr.Subject to the msuictions in assignment contained hemin.these Toms and Conditions will be binding on and inure to the bmcfttofthe panics hereto and theirsucressors and assigns.No provision ofthis Agreement army Statement of
Work will ba deemed waived-amended or modified by either party unless such waiver,amendment or modification is In writing and signed by built parties,The relationship between Seller and Customer is that of independent contractors and not that of employer/employee,partnership orjoint
venture.If tray ern or condition of this Agreement or a Statement of Work is fund by a won of wmpetenn jurisdiction m be invalid.illegal or otherwise anenforecable..the sane shall not affect the other terms or conditions hereof or dtcmr or the whole ofthis Agreement or the applicable
Smremem of Work 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(I)day after such notice is sent by courier or facsimile vansmissioa
Any delay or failure by either parry to exercise any right or remedy will not constitute a waiver ofthat party to thereafter enforce such rights. - -
Version Date:02/23/2010 `
VOUCHER NO. WARRANT NO.
ALLOWED 20
CDW GOVERNMENT INC
IN SUM OF$
75 REMITTANCE DR
SUITE 1515
CHICAGO, IL 60675-1515
$160.00
ON ACCOUNT OF APPROPRIATION FOR
Communications
PO#/Dept. INVOICE NO. ACCT#/Fund AMOUNT Board Members
33552 I CDJ5332 I 44-632.01 I $160.00 1 hereby certify that the attached invoice(s), or
1115 101
,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
Wednesday, March 09, 2016
Terry Crockett, Director
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
,vhom, rates per day, number of hours, rate per hour, number of units, price per unit;etc.
Payee
Purchase Order No.
Terms
Date Due
Invoice Date invoice# Description Amount.
Dept. Fund.# (or note attached invoice(s)or bill(s))
02/19/16 I CDJ5332 I I $160.00
1115 101
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 ". INVOICE NUMBER = " �', PAYMENT TERMS—i' :DUE DATE F
02/19/16 CDJ5332 Net 30 Days 03/20/16
ORDER DATE SHIPIIIA PURCHASE ORD'ERNUMBER CUSTOMER'NUMBER,
02/19/16 UPS Ground(Indy 1-2 day) 33552 1674420
ITEM NUMBER DESCRIPTION ORD SHIP ° g p .UNIT PRICE TOTAL
2844139 WD RE 2TB 3.5 SATA-6 7.2K 64MB 1 1 0 160.00 160.00
Manufacturer Part Number:WD2000FYYZ
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'AUDRESS
SUBTOTAL='° $160.00
MICHELLE REEVES CITY OF CARMEL
312-547-2393 TODDLUCKOSKI SHIPPINGp� $0.00
31 1STAVE NW
micreev@cdwg.com
CARMEL IN 46032-1715 SALES TAX.°• $0.00
SALES ORDEFCAUMBER
GVMQ400 AMOUNT DUE $160.00
Cage Code Number 1KH72 HAVE QUESTIONS ABOUT YOUR ACCOUNT?
DUNS Number 02-615-7235 PLEASE EMAIL US AT credit@cdw.com
IF�Ip. 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
wiling on any statements.spxifeatiuns,photographs or tither ilhmdmOons repos tiding the Prrdncts Oml may IM provided by Seller or its A(liWnes.SELLER AND ITS AFFILIATES HEREBY EXPRESSLY DISCLAIM ALL WARRAN I IES EI IHEK EXPKESJ UK INWLIE/,It AlE -i U
PRODUCTS,INCLUDING,BUT NOT LI ITITI)TO,ANY WARRANT}'OF TITLE,ACCURACY,MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,WARRANIY OF NONINF-RINGEbfiNf,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 a pr—ly tmives my claire that it may have against Seller nr ita A661i—based on my product lobility or infringement or alleged
infringenan.feal Patent,copyright.trade—0 orother intellectual Property rights(eacha"C)nim'),vith respect maty Product and Nwnaives any tight to indemnification iron Sella or its Atfilimas agsinw any such Claim made against Casdnmerby a thud Party.Cusoma nek-whalges Oma
no employee of Sella nr it Alilials i autlmrizN tomakeany'w{.nsentation oromtanly onb-h Ifat'Sellaor:myofits Affiliates Outiscontin Ous Agreement.
Sella--tarts that One Sanies will be perfonmd in a good and uad nwdike ammo'.Cuaouars sole and uelusive weedy and Sellers entire liability with ruyect to this warranty will be,in One sole option of Sella,m either(it)ax•its—..able wamnentud efforts to wperfom--e to be
repertonnd any Services-11.substantial compliance with this wmmmly or(b)reread amount,paid by Coslanur tamtd in We portion of the Services not in substantial wmplimler,provided.in each case.Customer notifies Saila in writing within five(5)busuas days alter Pro nuance of die
sppli;.shlc S—ievs EXCEPT AS SET FORTH IEREIN OR IN ANY STATEMENT OF WORK THAT EXPRESSLY AMENDS SELLER'S WARRANTY,AND SUBJECT TO APPLICABLE LAW,SELLER MAKES NO OTHER,AND EXPRESSLY DISCIAIMS ALL OTHER.
REPRESENTATIONS,IVARRkNIES,CONDITIONS OR COVENANTS,EITHER EXPRESS OR IMPLIED(INCLUDING WITHOUT LIIITATION,ANY EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS OF FITNESS FOR A PARTICULAR PURPOSE,
MfECHANTABTLHY.DURABILITY,TITLE,ACCURACY OR NON-INFRINGEMENT)ARISING OUT OF OR RELATED TO TIE PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES,INCLUDING BUT NOT LIMTTED TO ANY WARRANTY RELATING TO THIRD
PARTY SERVICES.ANY WARRANTY Wffll RESPECT TO THE PERFORMANCE OF ANY HARDWARES OR SOFIAVARE USED IN PERFORMING SERVICES AND ANY WARRANTY CONCERNING THE RESULTS TO BE OBTAINED FROM THE SERVICES.Tills
DISCLAIMER AND EXCLUSION SHALL APPLY EVEN IF TIE EXPRESS WARRANTY AND LIMITED REMIiDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE CUSTOMIER ACKNOWLEDGES TIIAT NO REPRESENTATIVE OF SELLER OR OF FfS WFILLATES
IS AUTH0RI7.ED TO NLAKE ANY REPRFSENTATION OR WARRANTY ON BEHALF OF SELLER OR ANY OF ITS AFFILIATES THAT ISNOT IN Tuts AGREEMENT OR IN A STATEMENT OF WORK EXPRESSLY AMENDING SELLER'S WARRANTY.
CLsmmer dell be solelyne}+artsibmfwr daily backup mid other protxtion of its dam md.soRwme agauut loss.damage err enmmtlon.C1Womer s1u11 h sold}•rwPwmibk f r recontrudig dam(mclnding but ual Iimidd to dam fac:td nn disk files and menmris)mid soRwm.Owt may le loll,
damaged or con ttral during the perfoamnce of Ser ices.SELLER.ITS AFFILI\ITS.AND ITh AND THEIR SUPPLIERS.SUBCONTRACTORS AND AGENTS ARE HEREBY RELEASED AND SHALL CONTINUE TO BE RELEASED FROM ALL LIABILITY IN CONNECTION WTIH
'HBI LOSS,DAMAGE OR CORRUPTION OF DATA AND SOFIWARE,AND CUSTOMER ASSUMES ALL RISK OF LOSS,DAMAGE OR CORRUPTION OF DATA AND SOFIWARE M ANY WAY RELATED TO OR RESULTING FROM 111E SERVICES.
Set,will not ba responsible for and no liability shall result to Sella or any of its AdRjas for any delays fit delivery or in penonaaceabich remit fion any eheurnte-s beyond Sen.'s wasonable cmbol,including,but not limned to,Product mevaimbility,caner delays,delays due to fur,
ere weather conditions,failure ofprimer,mb.r problarts,arts of war,terrorism,embargo,at,of God or atm or laws of any government or agoaq.Am•shipping dans or complctim darts pmvidal by Sella or any purported dadliri wnninod in a SmtmatofAVark or any other document arc
estimates only.
pricing Ind naatian;Availability Disclaimer
Seller—s the right to make ndjustmenls to pricing,Pmdw:o and Seniee oftbrings fir naso.,including,but at limiwd to,changing market conditions,Product dixonfimatim,Product nmrsilability,ammmhcnua price changs,supplierfaire changes and errors in advatixmeam.All orders
aw mbjecl to Prallla availability and the mailability'of Personnel f pertbnn the Services.Tha:fore,Sellercannot guarmmea that it win he able to fulfil Cmtoma's orders.H Services ere hug perfumed on a tuna and nuat•rials basis,any stimats provided by sella are fir planning P.P.—
only.
Credits
Any alit ismed by Seller to Commit for any rwmn must be usedwithin too(2)yearn from the date that discredit was is..d and muyonly be usd farfttme purchoresofProducm and/or Services.Any credit or portion thercofnot used within the two(2)yearperiod will aulonmticany expire.
Linumdion ofListaility
UNDER NO CIRCUMSTANCES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY SEI FORTH=IN,WILL SELLER ITS AFFILIATES OR ITS OR II1EIR SUPPLIERS,SUBCONTRACTORS ORAGENTS 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 TEE 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 TATION 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 ENTTRE 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 PRODUCr(S)GIVING RISE TO THE CLAIM OR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM;OR(B)$50,000.00.
Confidential hilt—don
Each party asticipats that it may be necessary to provide access to information of a canfdemtial mture of such party,the AEiimes or a third party(harcmafier referd to as"Confidential Information')to the other party is the perfo ra mce of this Agreement and any Smtennrnt of We&
'Confidential Information"means my informaOon or dam m.ml,electronic or written form which the receiving party knows or bas wson to know is proprietary or confidential and which is disclosed by a party in cournectim with this Agratrart or which thewesivmg party may have aces to in
anection with this Agrecmmt,including but not limited to the terata and conditions ofeach Statement of Work.Confidential Information will not include infonmatioa which:(a)becomes known to the public iluoagh no act ofthe receiving parry;(b)was known to the receiving party,or becomes
known to the receiving party from.thud party having theright to disclose it and having no obligation of confidentiality w the disclosing party with respect to the applicable information;or(c)is independently developed by agents,employee,or subcontractors;ofthe receiving party who have not
hid eccess to such infarmutinn To the extend practicable,Confidential Information should be clearly idendiffd or labeled us such by the disclosing partyal the time of disclosure or us promptly thereafter as possible,however,fail=to so identify or label such Confidential brfmnnntien will not be
evidence that such information is not confidential or promotable.
Each party agrees to hold the other party's Confidential Infuriation confrdenOal for a period of duce(3)years following the date ofdiuloamw and to do an in as mmma at(cast as protective as it holds its own Confidential Inflanotion of like kind but to use,nn les data a reasonable degree of cam.
Disclosures of the other party's Confidential infuriation will be restricted(i)to those individuals who are participating in the ped'.mamce of this Agreement or the applicable Statement of Work and need to know-such Confidendal hdmmatim for purposes ofprovid'ug or receiving theProdma or
Services or otherwise in connection with Ods Agreement or the applicable Statement ofWork,or(ii)0 its business,legal and financial advi..%each on a confidential basis.Each party agrcs not to tie my Confidential Information ofthe other party for my purpose other than thebniuss purpose
costenplatd by IhisAgraement and thenpplicoble Smteramt of Work-Upon the written request ofo party,the othapartywid]eithareaun orceitify,die deetrucbou ofthe Confidential Information ofthe otherpaty.
If a receiving party is required by Raw,rate orregumtion,or raqusted in myjudicial or administ afire proceeding or by my governments]or regulatory authority,to disclose Confndestial Infamution of the otherparty,the receiving party will give the disclosing party prompt notice of such request
sm that the disclosing party my sed an appropriate protective orderor simnar protective memue and will use reasonable efforts to obtain confidendal treatment ofthe Confidential Information as disclosed
Raturall,wngs
To obtain Seller'sream policy,Customer sliould contact CDW Customer Relations at 866SVCACDW or email at ClnstomerRelatinnsakdw.cmm.Cuam er maw naOry•CDW Customer Relation ofiny damaged Products within ten(10)days orwacipt.
Arbitm6.m
Any eleiim,dispute,or conm.ver•(whether in conum:t,to err othrniise,whether preexisting,pre—I.,future,and including,but nat limited(o,statutory,common mw,intanioml ton and aiuimble claims)arising li nn or relating to the Products,the Suri-,the intesprctruim or application of
thea Tam and Conditions err my Stuament of Work ar the breach,tmmnation or validity thereof,the relationships which res It from these Turns and Candhios err my Stat r imt of Work(including,to the full extent penmired by applicable mw,wlatiornhips with third Innis who we not
signatories hacto),or Sellers or any of its At}ilinte4 advertising or marketing(conmaiveh•,a"Cairo 1 WILL BE RESOLVED,UPON'H1E ELECTION OF ANY OF SELLER,CUSTOMER OR THE HIED PARTIES INVOLVED,EXCLUSIVELY AND FINALLY 13Y BINDING
ARBITRATION.Iferbirationisthrow,it win be conducted pamumn to We Rods of the AmericanArbitration As iation Handtrauom is chosen by my party with rspxl to a Claim,ncitherSeller nor-Cinsome will have the richt to litigate that Claim in coon m to have ajuny tried on Out Cairn
or to engage in p-rabitratinn discovery,except as provided for in the applicable arbitration rids err by agreement of the panic ineolced Further,Cnsiomer win not have One right to priicipate ns a representative or manber ofmy chess of claimants pertaining to my Claim Notwithstanding my
dmiceof L me puovisioa fitded in these Penns and Conditions.Ibis arbitration agrument is subject m the Federal Arbitmtian Act(9 U.S.C.33 1-16y The arbitration wMIT oke place exclusively m Chiwge.Illinois.My roan having jmisiiction cony rnurjdgmmt on the mvmd railed by We
mbirmtor(s).Each party in,ahul will b.:n its awn at ofmy lgel wi—action,dixoAry to—h required lo complete arbitration.The nxislmce or—oil,ofany ariritration wilyhmald swnfidmtial.Nnhyitlamodmg anything mthe wmtmry—indeed hada,tallumttas rearming mthe
collection of amounts due to Sena arising out ofthe Products or-Services will be exclusively litigated in win Father Omn through arbitration..
Seder may assign or subcontract all or my Portion of its rights or obligations with rspca to the Is of Products or the pafomuace of Services or assign the right to receive payments,without Customers consent.Customs may not assign these Temps and Condition,or any of is rights or
obfearioni licit without the prior uxilm wnsmlofSella.Subject to One restrictions in assignment contahnal hemin,Oryx Trans and Candid—will be binding on andinue to the benefit afore pudica heruo and their succatem and assign.No provision of this Agreement or my Smtennenl of
Work will be decrnad svalvol-amended nr modified by either party miles soh wtiva,amendmrnt or tmdifcation is in wrifing and signed by both paries.The wladit ship between Seller and Customer is that of indc}andend c tar ctors and not that of—p1oya;aopmyaw,partnership.,join,
ymmw: If my tum or condition of this Agwanent or a Satanent of Work is found by a conn of competentjurfsdlction to be invalid.illegal or otherwise unrnforesble,the same almll not alar th other amps or conditions hereof or thenwf or the whole of this Agreement or the applicable
Satewmtof Wake Notics provided under this Agreement will be given in writing and demand received upon the eadiaof actual receipt or three(3)days after mailing ifmuilod postage prepaid by rguliomsn or sirmail or me(1)day ally mch notice is sot by wait or facsimile ar msndssi.n.
Any delay or failure by eitherp arty to exorcise my right orremedy will not constitute a waives ofthmpaty to thereafter mforee such rights.
Vasian Dau-.02/-13/_'010
VOUCHER NO. WARRANT NO.
ALLOWED 20
CDW GOVERNMENT INC
75 REMITTANCE DR
IN SUM OF$
SUITE 1515
CHICAGO, IL 60675-1515
$1,989.00
ON ACCOUNT OF APPROPRIATION FOR
Communications
PO#/Dept. INVOICE NO. I ACCT#/Fund AMOUNT Board Members
33551 I CFZ9692 I 44-670.99 I $1,989.00 1 hereby.certify that the attached invoice(s), or
1115 101
bill(s) is (are)true and correct and that the
i
materials or services itemized thereon for
which charge is made were ordered and
received except
Wednesday, March 09, 2016
Terry Crockett, Director
Cost distribution ledger classification if.
claim paid motor vehicle highway fund .
'rescribed by State Board of Accounts City Form No.201(Rev.1995)
ACCOUNTS PAYABLE VOUCHER
CITY OF CARMEL
4n 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 Date Invoice# Description Amount
Dept. Fund.# (or note attached invoice(s)or bill(s))
02/29/16 I CFZ9692 I I $1,989.00
1115 101
I hereby certify that the attached invoice(s), or bill(s), is(are)true and correct and l have audited same in accordance
with IC 5-11-10-1;6
20
Clerk-Treasurer
INVOICE DATE- INVOICE NUMBER - PAYMENT TERMS,. DUE DATE
02/29/16 CFZ9692 Net 30 Days 03/30/16
ORDER DATE SHIP VIA PURCHASE ORDER NUMBER CUSTOMER NUMBER
02/25/16 UPS Ground(Indy 1-2 day) GVTX819 1674420
r
ITEM NUMBER DESCRIPTION QTY QTY QTY UNIT PRICE TOTAL
ORD. SHIP 13/0
3588253 AXIS Q6045-E MKII OUTDOOR DOME PTZ 2 2 0 3,446.82 6,893.64
Manufacturer Part Number:0694-004
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 ,893.64
MICHELLE REEVES CITY OF CARMEL
312-547-2393 COMMUNICATIONS SHIPPING $0.00'
micreev@cdwg.com 31 1 STAVE NW
CARMEL IN 46032-1715 SALES TAX $0.00
SALES ORDER NUMBER
GVTX840 AMOUNT DUE $6,893.64
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
0002:0002 Cow GOVERNMENT FEIN 36-4230110 Page 1 of 1
relying an any aralernota specifications,photographs or other illustrations representing the Products that racy be provided by Seller or IV Affiliates.SELLER AND ITS AFFILIATES HEREHY EXPKI;51.1'DILLAIt ALL WAKKAN I rt,S ti Illtte t.U•n1:Sx UK ImrLrtU,K—r aU ru
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.
TIIE DISCLAIMER CONTAINED IN THIS PARAGRAPH DOES NOT AFFECT THE TERMS OF ANY MANUFACTURER'S WARRANTY. Customer expressly waives any claim that it may bare against Seller or its Affiliates baud on any product liability or infringement or alleged
infringement orally patent,copyright.fade secret mother intellectual property rights(each."Claim")with respect.any Product and also waives any right to indenmiGmlion from Seller or is Affiliates against any such Claim made against Customer by a third parry.Customer acknowledges dam
no employee of Seller or its Af Mimes is nLhurimd to make any rcpnsentation or warranty on behalf of Seller or any of its Affiliates dam is not in this Agreement.
Seller warrants that the Services will be performed in a good and workmanlike manner.Cus.mers sole and exclusive remedy and Sellers entire liability with respect to this womanly will be.at die sale option of Seller,w either(a)use is reasonable commercial eftens to reperform or muse to be
repalmiccd my Services not in substantial complianm with this wam my or(b)ref d anrouns paid by Cusmme,related to the portion of the Semim not insubstantial compliance;provided,in each cauc,Customer notifies Seiler in writing within five(5)business days after performance ofthe
applicable Services.EXCEPT AS SET 17ORIll HEREIN OR IN ANY STATEMENT OF WORK THAT EXPRESSLY AMENDS SELLER'S WARRANTY,AND SLIBIF.C'r TO APPLICABLE LAW,SELLER MAKES NO OTHER,AND EXPRESSLY DISCLAIMS ALI,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 ORNON-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 TIME 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 1'O MAKE ANY REPRESENTATION OR WARRANTY ON BEHALF OF SELLER OR ANY OF ITS AFFILIATES MAT IS NOT IN THIS AGREEMENTOR 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 snllware against loss,damage or corruption Customer shall be solely responsible for reconstructing date(including but not limited to dam located on disk files and memories)and software that may be lost,
damaged or corrupted during the performance of5ervices.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 CUST0MER ASSUMES ALL RISK OF LOSS.DAMAGE OR CORRUPTION OF DATA AND SOFTWARE IN ANY WAY RELATED TO OR RESULTING FROM THE SERVICES.
Seller will nothe responsible for and no liability shall result to Seller or my of is AlTilimes for any delays In delivery or in performance which result from any circumstances beyond Seller's reasonable control,including,bur not limited to.Prude cl m amilsbility,eerier delays delays due to fire,
weather conditions,failure of p6,.a,labor problemY ocks of war.mrrarism,embargo,a is of God or acs or laws of any govemmem or agency.,Any shipping dales or completion dates pmvided by Seller or any purported deadlines contained in a Statement of 1Vork or any other document me
estimates only. - ..
Pricing Infnmhatinn;.Arailabiliry Disclaimer
er 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 prim changes,supplier price changes and errors in advertisements.All orders
ere subject 10 Product availability and the availability of Personnel.perform the Services Thercrom.Seller cannot guarantee that it will be able to fulfill Customers orders.If Services are 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 any reason most be used within two(2)years from the date that 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 two(2)year period will automatically 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 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)$50,000.00.
Confidenu ial Information
Each parry anticipates that it my be necessary.provide access to information of a confidental nature of such parry,the Affulimes or a third parry(hercinefla referred to as"Confidential Information')to the other parry in the performance of this Agreement and any Statement or Work.
'Confidential infomnation'means any information or data in oral,electronic or written form which the receiving pony knows or has reason.know is proprietary or confidential and which s disclosed by a party in mnnection with ths Agreement or which the mcciving parry may have access to in
connection with this Agreement.including but not limited to the terns and conditions ofeach Statement of Work.Confidential Information will not include information which:(a)becomes known to the public through no act ofthe receiving party;(b)was known to the receiving party,or becomes
known to the receiving party from a third parry having the right.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 ofthe receiving party who hove not
had acres.such information.To the extent practicable,Confidential Information should be clearly identified or labeled as such by the disclosing parry at the time of disclosure or as promptly thereafter im passible,however,failure to m identify or label such Confidential Info malum will not be
evidence that such information is not confidential or protectable.
Each party agrees to hold the other pmy's Confidential lnformmion mnfudential for a period of three(3)years following the date ofdiwlosum and to do so in a manner at Ia=as protective aril holds is own Confidential Information of like kind but to use no lesv than a reasonable degree of care.
Disclosures ofthe other pangs Confidential Information will be restricted(i)to those individuals who are participating in the performance ofths Agreement or the applicable Statement of Work and need.know such Confidential Information for purposes ofproviding or receiving the Products or
Services or otherwise in connection with this Agreement or the applicable Statement ofWork.or(ii)ill is business,legal and financial advisers,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
confcmplated by this Agreement and the applicable Statement of WorL Upon the written request ofa party,the other patty,.ill either remm or certify the destruction ofthe Confidential Information ofthe other parry.
Ifa receiving pony is required by lase,rule or regulation,or requested in any judicial or adminitrmive,preceeding or by my.governmental or reguktory authority,.disclose Confidential Information of the other party,the receiving parry will give the disclosing party prompt notice of such request
an that the disclosing party may seek an appropriate protective order or similar protective measure and will use reasonable efforts.obtain confidential moment ofthe Confidential Information so disclosed.
Return rriwReges
To obtain Seller's Mum policy,Customer should emhmct COW Customer Relations at 866.SVC.4CDW or email at CustomerRelationsncdw.com.Customer most ratify COW Customer Relutiunsofany damaged Products within ten(10)days ofre.ipt.
Arbitration
Any claim,dispute,or conuoversy(whether in comma,.n or otherwise.whether preexisting•present or future.and including,but not limited to.statutory,common law,intentional tan and equitable claim,)arising from or relating.the Products.the Scrvim,the interpretation or application of
these Terms and Conditions or any Statement of Work or the breach rermimation or validi y thereof,the relationships Which result from these Terms and Conditions or aqv Statement of Work lincluding,to the full extent Permitted by applicable law,relationships with third parties who are not
sigrmamics here.),or Sailers or any of is AfBlimes'advertising or marketing(collectively,a"Claim")WILL BE RESOLVED,UPON THI?FLECTION OF ANY OF SELLER,CUSTOMER OR THE THIRD PARTIES INVOLVED.EXCLUSIVELY AND FINALLY BY BINDING
ARBITRATION.If arbitration is chosen,it will be conducted pursuant to the Rules offs,American Arbitration Association Ifarbitation is chosen by any party with respect to a Claim,neither Sellanor Customer will have the right to litigate thea Claim in mun m a have ajary trial an thea Claim
or.engage in pre-arbitration discovery,except as provided for in the applicable arbitration rales or by agreement of the parties involved.Further,Customer will not have the right 10 participate as a representative or ni mber arrmy class of 0iiimanta pertaining to any Claim.Notwithstanding any
chat.-fl—provision included in these Temps and Conditions this arbitration agreement is abject.the Federal Arhiumon Am(9 U.S.C.§§1-I6).The arbitration will take place exclusively in Chicago.Illinois.Any roan hay.gjurisdiction may enlerjudgment on the award tendered by the
urbitalm(s).Each party involved will bear its—costof any legal representation,discovery or mscarch mquimd to complete arbitration.The existence ar results of ory arbitration will be treated as confidential.Notwithstanding anything m the contrary contained herein,all matters pertaining to the
mllcetion of amounts due to Seller arising out of the Produce or Smices will be exclusively litigated in an rather Umn through arbilmtion.
Miscellaneous
Seller may assign or subcontract all or any portion of is rights or obligations with respect to the sale of Products or the performance of Services or assign the right to receive payments without Customers causal.Customer may not mign these Terms and Condidons or any of is rights or
obligationshcruinwithout the prior written consent ofSclIa.Subject in the restrictions in assignment contained herein these Terms and Conditions will be binding on and inure.the benefit ofthc panics hereto and their sucrosom and assigns.No provision ofthis Agreement or any Statement of
Work will be deemed waived.amended or modified by either party unless such waiver,amendment or modifiation is in writing and signed by both paries The relationship baum.Seller and Cumomer is that of independent contractors and not that ofempinyedemployee,partnership orjoint
te
venm .If my term or condition of this Agreement or a Statement of Work is found by a mon of ampcw,t jurisdiction to be invalid,illegal or otherwise unenforceable.the sconeR t shall not afthe other.emre
s or nditions hcnrof or dwr of or the whale of this Agreement oe the applicable
Sure..,al'Work.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 irritated postage prepaid by regular mail or airmail or one(U day after such notice is sept by courier or facsimile transmission
Any delay or failure by either party.exercise any right or remedy will not constitute a waiver ofthm party.thereafter enforce such rights.
Version Date:02/232010 -