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AG 11-108 1 1 RETURN TO: Erik Earle EXT:2559 ! CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: IT/GIS 2. ORIGINATING STAFF PERSON: Erik Earle EXT: 2559 3. DATE REQ.BY:ASAP 4. TYPE OF DOCUMENT(CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT(E.G.,RFB,RFP,RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES/CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT(E.G.BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION II CONTRACT AMENDMENT(AG#): 11-108A ❑ 1NTERLOCAL ❑ OTHER 5. PROJECT NAME: Adobe Volume Licensing Cumulative Licensing Program Government Membership (CLP) 6. NAME OF CONTRACTOR: Adobe Systems Incorporated ADDRESS: 345 Park Ave,San Jose,CA 985110-2704 TELEPHONE E-MAIL:ccoordin @adobe.com FAX:408-537-4568 SIGNATURE NAME: TITLE 7. EXHIBITS AND ATTACHMENTS:❑ SCOPE,WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS 8. TERM: COMMENCEMENT DATE: Upon Mutual Acceptance COMPLETION DATE: 12/31/2016 9. TOTAL COMPENSATION$N/A (INCLUDE EXPENSES AND SALES TAX,IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE-ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE:❑YES ❑NO IF YES,MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ❑YES ❑NO IF YES,$ PAID BY:❑CONTRACTOR❑ CITY ❑ PURCHASING: PLEASE CHARGE TO: 10. DOCUMENT/CONTRACT REVIEW INITI L/DA E VIEWED INITIAL/DATE APPROVED 7RROJECT MANAGER ' I$ ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) VLAW q/ 15 11. COUNCIL APPROVAL(IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING E.1 SENT TO VENDOR/CONTRACTOR DATE SENT: /-15 4-- DATE RECD: Z -'7 2DYS- 0 ATTACH: SIGNATURE AUTHORITY, INSURANCE CER IFICATE,LICENSES,EXHIBITS INITIAL/DATE SIGNED ❑ LAW DEPARTMENT CHIEF OF STAFF `��r SIGNATORY(MAYOR OR DIRECTOR) PWM ❑ CITY CLERK 3 A- -S No ct qj .ASSIGNED AG# AG# �(-- 10e, dt SIGNED COPY RETURNED DATE SENT: _ 02- Oh l COMMENTS: Washington State DES directs CLP members to CompuCom as the vendor for Adobe Purchasing.In order to purchase Adobe products for the 2015-2016 term,we need to update the CLP portion of AG#11-108A with the new agreement number of 4400437013.The attached CLP will replace pages 5-8 of AG#11-108A 11/9 Agreement Number: 4400437013 ADOBE®VOLUME LICENSING CUMULATIVE LICENSING PROGRAM GOVERNMENT MEMBERSHIP EXHIBIT A GOVERNMENT CLP SELF-ENROLLED AFFILIATE ENROLLMENT INFORMATION Unless otherwise indicated,all information is required and any missing information will delay CLP processing. 1. Enrollee Information. Enrollee Name: Erik Earle E-mail: Adobe_Reg @cityoffederalway.com Tel number:2538352559 Fax number: 2538352509 2. Self-enrolled Affiliate Program Applicant Information Organization Name:City of Federal Way Department: IT Street Address:33325 8th Ave S Address: City and State/Province:Federal Way,Washington Country:US Zip/Postal Code:98003 3. Self-enrolled Affiliate CLP Program Administrator Contact Information. Administrator Name: Erik Earle Title: GIS Analyst E-mail:ERIK.EARLE @CITYOFFEDERALWAY.COM Tel number: 2538352559 Fax number: 2538352509 4. Program Member Information A Self-enrolled Affiliate CLP must be established under an existing Program Member CLP. Enter the Program Member's organization name and CLP Agreement Number that this Self-enrolled Affiliate CLP will be linked to. Program Member Organization Name: WA STATE DEPT.OF ENTERPRISE SVCS. Program Member's CLP Agreement Number: 4400405291 5. Upgrade Plan Payment Options. Self-enrolled Affiliate has the option to purchase Upgrade Plan with their Software orders and may pay its Reseller for Upgrade Plan either in a single payment or in two annual installments. Selected option will apply to all future Upgrade Plan purchases for the duration of the CLP Term.Please select Affiliate's preferred option(making a selection does not create any obligation to purchase Upgrade Plan).If left unselected,Member's default selection will be"single payment". ® Single payment ❑ Two annual payments Self-enrolled Affiliate Government CLP v.5.0 Exhibit A 30-JUL-2014 ADOBE®VOLUME LICENSINGS CUMULATIVE LICENSING PROGRAM GOVERNMENT MEMBERSHIP This Cumulative Licensing Program Government Membership Agreement("Agreement")is effective as of either the date last signed below or,if Member enrolls online, the date accepted by Adobe (the "Effective Date") and entered into between ADOBE SYSTEMS INCORPORATED, a Delaware corporation having a place of business at 345 Park Avenue,San Jose,CA 95110-2704("Adobe Systems") if the Agreement is entered into while Member is in the United States, Canada or Mexico, and, otherwise, ADOBE SYSTEMS SOFTWARE IRELAND LIMITED a company incorporated in Ireland and having a place of business at 4-6 Riverwalk,Citywest Business Campus, Dublin 24, Ireland ("Adobe Ireland") (both individually in their territories and collectively referred to as "Adobe"), and the entity identified in Exhibit A under "Program Applicant Information"("Member"). Such entity,whether a Member or Self-enrolled Affiliate shall be referred to as a"Member"for the purposes of this Agreement. 1. Program Description. 2.Participation. 1.1 General. The Cumulative Licensing Program ("CLP") is a flexible volume licensing program offered through Adobe Volume Licensing. 2.1 Government Entity. Participation is contingent upon Member(and The CLP applies the same discount level to all of Member's and its each Affiliate) being a "government entity",which means: either(a)a Affiliates' qualified Adobe software purchases("Software") during the federal, central or national agency, department, commission, board, Term based on the value of the initial order. Member has no order office,council, or authority (executive, legislative,or judicial); or(b) a commitment except the initial order. Member may improve its municipality, special district, city, county, or state governmental discount level as it and its Affiliates order additional Software during agency, department, commission, board, office, council, or authority, the Term. CLP membership begins on the Effective Date and continues or any other agency in the executive, legislative,or judicial branch of through the two (2)year anniversary of the day immediately prior to state or local government that is created by the constitution or a the Effective Date, provided Member complies with all obligations statute of the governing state,including the district,regional,and state under this Agreement (the "Term"). Notwithstanding the foregoing, administrative offices or (c) a public agency, or organization created either party may terminate the Agreement with or without cause on and/or funded by federal,state, or local governments and authorized sixty(60)days prior written notice. For additional information on the to conduct the business of governing or supporting citizens,businesses, CLP, refer to the current version of the CLP Program Guide (the or other governmental entities. For the avoidance of doubt, private "Program Guide"),posted in the Adobe Volume Licensing section of the "for profit" companies, non-profit organizations, trade or industry Adobe website. Membership in the Government CLP is regional. associations, and labor unions are not included. Also excluded are Orders cannot be placed outside of the region in which the CLP private organizations that conduct work on behalf of or with membership is established. government agencies. Member represents to Adobe that it and its Affiliates are government entities. 1.2 Software. For a complete list of Software available through the Government CLP, along with the point values for purchases, Member shall contact its Adobe License Center ("ALC") or reseller (the ALC or Affiliates."Affiliate"means any government entity that is subject to the reseller collectively and individually,the "Reseller" herein) or use the same organizational, political, and regulatory schemes as the Adobe Discount Level Calculator available on the Adobe website. All government entity that is the Member. For example, where a state Software point values are consistent worldwide.All use of the Software government is the Member,counties, boroughs,and/or municipalities licensed under the CLP is subject to the applicable Adobe End User are affiliates. License Agreement ("EULA"). As such, all Software purchased under "Affiliates"include Member-listed Affiliates and Self-enrolled Affiliates. the Agreement are solely for use within Member's own organization An Affiliate that participates in the CLP by ordering through a Member and all resale, sublicensing and other distribution is subject to the (a "Member-listed Affiliate") may do so provided (i) Member must be restrictions set forth in the applicable EULA. aware of these Affiliates and list them under this Agreement and (ii) Member is responsible for Member-listed Affiliates' compliance with 1.3 Discount Levels. Member may improve its discount level as it and the CLP terms and conditions. Member-listed Affiliates do not need to its Affiliates (defined below) continue to order Software through the separately enroll, and may purchase under the Member's CLP CLP. Member's discount level shall be applied to its Affiliates' orders membership with the same discount level as its Member.Affiliates may and the points accumulated with each Member or Affiliate order shall also participate by becoming a "Self-enrolled Affiliate". Self-enrolled be added to Member's cumulative point total.On the 14th day of each Affiliate means any eligible Affiliate that enrolls in the CLP separately month,Adobe will review the points accumulated by Member and its provided that(i)each such Self-enrolled Affiliate references Member's Affiliates from the Effective Date to that day.If the total points equal or CLP membership agreement number ("Agreement Number") on its exceed the minimum requirement for the next discount level, then enrollment form and (ii) complies with this Agreement. Self-enrolled upon the 15th day of that same month, Member and its Affiliates will Affiliates will receive their own serial numbers, may designate their become eligible for the improved discount level. Resellers operate as own Reseller,and choose their own Upgrade Plan payment option. All independent distributors and are not agents or affiliates of Adobe.As a Affiliate ordering and contact information will be visible and available result, Member and its Affiliates are responsible for informing any to Member. Members may refuse to allow an Affiliate to benefit from Reseller of its CLP membership and applicable discount. this Agreement and/or may terminate an Affiliate's participation at any time during the Term. Member hereby confirms on behalf of the Affiliates that Affiliates expressly grant Member the right and authority to renew its participation in the CLP at the time Member renews its membership in the CLP. CLP Gov v5.0-en US-20140213 Rev.E 13 FEB 2014 3.4 Returns. Member or Affiliate must request return of purchases 2.2 Agreement and Serial Numbers. Member will be assigned an made under the Agreement through the same Reseller that placed the Agreement Number,which number must be referenced on any orders. original order with Adobe. Requests must be made within thirty (30) Each Self-enrolled Affiliate, if any, will receive a separate Agreement days of the original Software order date, and Adobe must approve all Number which will be linked to the Member Agreement Number. Each return requests before any return is valid. If the return is approved, serial number references a single Software product defined by version, Member's point totals will be adjusted in the next accumulated point language, and platform, except for products available in both review process. Member or Affiliate must submit a signed Letter of Macintosh® and Windows® versions for which Member will receive Destruction with each return. serial numbers for both platforms, even when only one platform is licensed. Member may use the same serial number for all validly 4.Upgrade Plan. licensed installations of given Software;new serial numbers are issued for upgrades. 4.1.1 General. For certain Software, Member or Affiliate may pay to receive future versions of Software ("Upgrades") by purchasing an 2.3 Confidentiality.The Agreement and serial numbers are confidential, upgrade plan ("Upgrade Plan") during the Term. "Upgrades" mean except as stated in Section 2.2 and Section 3. Member shall treat those versions of the Software that Adobe,at its discretion,deems to membership and serial numbers as confidential and not share or be logical improvements or extensions to the Software and that have disclose such numbers.Member is responsible for Affiliates compliance been released for general commercial distribution. In particular, with these confidentiality terms. Self-enrolled Affiliates are also Upgrades are designated point releases by Adobe(e.g.,4.2 to 4.3 or 4.3 responsible for protecting their agreement and serial numbers. to 5.0 if 5.0 is the next version release in the series). Releases designated by Adobe as third digit releases(e.g.,4.2.2 to 4.2.3)are not 2.4 Licensing Website. Adobe shall provide Member and Self-enrolled considered upgrades, but rather they are considered as fix releases Affiliates with access to the Adobe Licensing Web Site ("LWS") which must be requested by Customer. Fix releases will only be for the (http://licensing.adobe.com) allowing Members access to pertinent current version of each Software. Member may purchase an Upgrade information about their membership including expiration dates, Plan for licenses acquired prior to the Effective Date of the Agreement comprehensive order details, LWS account information and Software only during the first three (3) months of the Term. Member may serial numbers. The designated Program Administrator for new purchase an Upgrade Plan for Software purchased under this Members and Self-enrolled Affiliates will receive a communication Agreement at any time during the Term, provided that the Upgrade containing instructions on setting up their LWS account login and Plan is purchased at the same time that the licenses are password providing them access to LWS for management of their CLP acquired. Upgrade Plan purchases shall be prorated in three(3)month membership. or less increments(depending on the anniversary or expiration date of the Agreement and the payment option selected upon enrollment)to 3.Ordering and Fulfillment. and until the end of the Term as further described in the Program Guide. Upgrade Plan coverage shall be coterminous with the term of 3.1 Ordering and Pricing. Member and/or Affiliate shall order licenses the Agreement. The Program Guide, which is incorporated by for Software within thirty(30) days of the date that such Software is reference herein, contains specific prorated coverage periods for installed and/or deployed. All fees are determined by the Reseller. Upgrade Plans SKUs purchased during the Term: Adobe does not set the pricing that Member or its Affiliates are charged and Adobe cannot guarantee any particular discount.Member SKU Description Definition of Upgrade Plan coverage range is free to negotiate fees directly with its Reseller. Matters such as (Upgrade Plan price,delivery and payment terms must be agreed between Member coverage range) and Resellers. Each SKU description describes a range 3.2 Minimums. Member's initial order must meet or exceed the 4-6 Months of dates in which that particular SKU minimum point value for the discount level selected on the enrollment . 44-11 may be used For example: For the 1-3 PAW 44006,0101406 s. A form. If Member does not order sufficient Software within forty-five 10-12 Months months SKU, purchases made within 1 (45) days of enrollment, Adobe may terminate or suspend that . " to 3 months of either the Anniversary Member. To reorder, Member or Affiliates must place an order of at la date, or the end date of the CLP least one point. Member and its Affiliates shall ensure that all 16-18 Months agreement and depending on the purchases include Member's or Self-enrolled Affiliate's Agreement wtimi ' L4t, payment option selected during Number and any additional information in order for the Reseller to 22-24 Months enrollment. accept such order. 3.3 Electronic Software Distribution(ESD)and Media.Adobe offers ESD The above SKU descriptions reflect that the applicable Upgrade Plan for selected Software to Members and Affiliates for no additional fee. subscription shall co-terminate with the anniversary or expiration date Member and Affiliates may download via LWS Software for which they (depending on the payment option selected during enrollment)of the are currently licensed. Each license includes the right to print one hard Agreement. The actual SKU range(i.e.the actual start and end dates of copy version of any electronic user documentation. Member and its any Upgrade Plan)is expressly dependent on when the Upgrade Plan is Affiliates are not permitted to have more media than licenses. Media purchased during the Member's CLP Agreement, the payment option and printed documentation orders do not count toward point selected,and when such Agreement ends. For the purpose of clarity, accumulation. Member and its Affiliates may order hard media from and as an example, if a customer selects the annual payment option the Reseller. during enrollment and if a license purchase is made during the 4th month of the Term,leaving eight(8)months until the anniversary date, and the Member wishes to also purchase Upgrade Plan,the SKU with a CLP Gov v5.0-en US-20140213 Rev.E 13 FEB 2014 seven (7) —nine (9) month coverage range should be purchased. As licensees complete and sign the Transfer of License form, the new specified in 4.1.2 below, Member expressly agrees and acknowledges licensee agrees to the terms of the EULA, and all CLP points that Member shall not receive a refund or credit for any unused attributable to the Software transfers to the new licensee's CLP, if portion of an Upgrade Plan coverage range. Member acknowledges applicable. Any active Upgrade Plan for a license must be transferred that Adobe has the right to discontinue the manufacture and along with the license. Adobe reserves the right to review and reject development of any of the Software, including without limitation the any such transfer it deems improper in its sole discretion. distribution of older Software versions, at any time in its sole discretion. Additional information on Upgrade Plan may be found on 5.2 License Compliance. Member and its Affiliates must maintain the Adobe Volume Licensing Programs Policies systems and/or procedures sufficient to ensure an accurate record of page:http://www.adobe.com/aboutadobe/volumelicensing/policies/ the number of copies of the Software that have been installed and retain records of Software installation and/or deployment for two (2) 4.1.2 Limitations/No Refunds or Credits. Points are received for the years after the termination or expiration of the Agreement.To ensure value of Upgrade Plan purchases.The Upgrade Plan can be purchased that Member's and/or Affiliates' installation and deployment is for all,some, or none of any purchased Software, but the number of consistent with the license entitlements, Adobe or its representatives Upgrade Plans may not exceed the number of licenses purchased for may conduct an audit of Member's and/or Affiliates' Software Software. Member agrees that any and all Upgrades are for installation/deployment not more than once per year on thirty(30)days replacement of the copies of Software previously licensed to Member, written notice. Such audit will require Member or Affiliates to provide and shall only be provided for such licenses for which Member an unedited accurate report of all Software installed by Member and/or purchased the Upgrade Plan. Member's Upgrade Plan terminates upon Affiliates and all valid purchase documentation for all Software within expiration or termination of this Agreement. As such Member thirty(30) days of request and, if the audit findings demonstrate non- understands that Upgrade Plan costs are non-refundable and that no conformity with the Software licenses, Member or Affiliate shall credits reflecting such costs will be provided to Member, when purchase the necessary licenses within thirty (30) days of being so Agreement is terminated for any reason, including but not limited to notified. Adobe reserves the right to conduct an onsite audit of the following events: (i) if Adobe discontinues the covered Software Member or Affiliates' license deployment on ten (10) business days before Customer's Upgrade Plan is due to expire;(ii)if this Agreement prior written notice during regular business hours. This Section 5.2 shall is terminated before the two(2)year anniversary date and before the survive termination or expiration of the Agreement for a period of two date that Customer's Upgrade Plan is due to expire: (iii) if any other (2)years. event causes termination of this Agreement or this Agreement expires for any reason before the Upgrade Plan term is set to expire, even if 5.3 Use of Information. Adobe may use information about Member or Member decides to renew such Agreement (in which case, Member Affiliates for purposes of administering the CLP and for fulfilling its acknowledges that it must order a new Upgrade Plan and that any obligations under the Agreement. Such information may be used portion of fees paid for the unused Upgrade Plan prior to such renewal among Adobe entities worldwide and among ALC5 and resellers shall not be credited or refunded against the new Upgrade Plan costs); worldwide. This use includes, but is not limited to,the following: (a) or(iv)if any other event causes termination of Upgrade Plan coverage sharing necessary program information of any Member (or Self- before the Upgrade Plan coverage is otherwise due to expire(i.e.based enrolled Affiliate) with its Reseller, including member number (End on the Upgrade Plan period as provided in the SKU description for the User ID),(b)sharing information about a Member with its Affiliates,or Upgrade Plan ordered). Member expressly understands and vice-versa, (c) use of the name and contact details including, phone acknowledges that Member shall not receive any reimbursement or email address and other contact details of a Member or Affiliate credit of any portion of Upgrade Plan fees paid by Member in the event designated licensing contact to send program related communications that such Upgrade Plan subscription terminates before the Upgrade to such licensing contacts including, but not limited to, notices of Plan coverage is otherwise due to expire due to a terminating event. upgrades,program changes,and notice of discontinuance of SKUs,and (d)allowing Members to view all program and order information for all of its Affiliates. Affiliate members will only have access to information 4.2 Renewal. Adobe will use reasonable efforts to notify Member for orders placed by that Affiliate. ninety(90)days prior to expiration of the CLP Membership Term and Upgrade Plan coverage. If Member elects to make Upgrade Plan 5.4 Governing Law and Venue. If Member is a resident of the United payments in two (2) annual installments, Adobe will notify Member States, Canada or Mexico, this Agreement shall be governed by and sixty(60)days prior the date the second annual installment payment is interpreted in all respects by the statutes and laws of the United States due. Member must renew Upgrade Plan prior to the Upgrade Plan of America and the State of California,without reference to conflict of anniversary date in order to ensure uninterrupted coverage. Renewal laws' principles, as such laws are applied to agreements entered into orders may be placed before the anniversary date but early renewal and to be performed entirely within California between California does not change the initial anniversary date. residents. If Member is a resident of Japan, this Agreement shall be governed by and interpreted in all respects by the laws of Japan, 5.Miscellaneous. without reference to conflict of laws' principles, as such laws are applied to agreements entered into and to be performed entirely 5.1 Transfer of License. Adobe's Software EULA5 may permit the within Japan between Japanese residents. If Member is a resident of a transfer of Software licenses to another person or legal entity. member state of the Association of Southeast Asian Nations (ASEAN) However, Member may transfer licenses purchased pursuant to this excluding the Republic of the Union of Myanmar,mainland China,Hong Agreement only (i) when it becomes necessary due to mergers, Kong S.A.R., Macau S.A.R., Taiwan R.O.C, the Republic of Korea, the acquisitions, consolidations, or divestitures and, in such case, only to People's Republic of Bangladesh or the Federal Democratic of Nepal, the acquiring or divested entity or(ii)to any other existing CLP Member this Agreement(including the arbitration agreement contained in this or TLP Software licensee so long as both the previous and new clause)shall be governed by and interpreted in all respects by the laws CLP_Gov_v5.0-en_US-20140213_Rev.E 13 FEB 2014 of Singapore without reference to conflict of laws' principles. If native language is not English may give testimony in his or her native Member is a resident of Australia,New Zealand, India,Sri Lanka or the language,with simultaneous translation into English(at the expense of Republic of the Union of Myanmar,this Agreement shall be governed the party presenting any such witness). Judgment upon the award by and interpreted in all respects by the laws of England and Wales rendered may be entered and shall be enforceable in any court of without reference to its conflict of laws' principles. If Member is a competent jurisdiction having jurisdiction over the parties. If Member resident of Germany, this Agreement shall be governed by and is a resident of any other country, all disputes arising under this interpreted in all respects by the laws of Germany,without reference Agreement will be brought in the Courts of Ireland in Dublin,Ireland. to conflict of laws' principles, as such laws are applied to agreements entered into and to be performed entirely within Germany between 5.5 General. No modification will be valid or binding unless in writing German residents. If Member is a resident of France,this Agreement and signed by the parties.The parties are independent contractors,and shall be governed by and interpreted in all respects by the laws of this Agreement will not be construed to imply that either party is the France, without reference to conflict of laws' principles, as such laws agent,or venturer of the other. If any provision is held unenforceable, are applied to agreements entered into and to be performed entirely this Agreement will continue in full force and effect without said within France between French residents. If Member is a resident of provision and will be interpreted to reflect the parties'original intent. any other country, this Agreement shall be governed by and The parties agree that the United Nations Convention on Contracts for interpreted in all respects by the laws of the Republic of Ireland the International Sale of Goods is specifically excluded from application without reference to conflict of laws' principles, as such laws are to this Agreement. Member may not assign this Agreement (by applied to agreements entered into and to be performed entirely operation of law or otherwise) without the prior written consent of within the Republic of Ireland between residents of the Republic of Adobe, and any prohibited assignment will be null and void. This Ireland. Agreement will be binding upon and will inure to the benefit of any permitted successors or assignees. This Agreement represents the If Member is a resident of the United States, Canada or Mexico, all entire agreement between the parties on the subject matter of this disputes arising under this Agreement will be brought in Superior Court Agreement. of the State of California or the Federal District Court of San Jose in Santa Clara County, as permitted by law. If Member is a resident of 5.6 Hosted Services. The Software may integrate with a variety of Japan, all disputes arising under this Agreement will be brought in Hosted Services, operated either by Adobe or by third parties;which Tokyo District Court in Japan. If Member is a resident of Germany,all may contain user-generated content that may be(a)inappropriate for disputes arising under this Agreement will be brought in the courts of minors,(b)illegal in some countries;or(c)inappropriate for viewing at Frankfurt in Germany. If Member is a resident of France, all disputes work. A complete list of integrated services is available arising under this Agreement will be brought in the Tribunal of Paris in here: www.adobe.com/go/integratedservices. If Member wants to France. If Member is a resident of Australia, New Zealand, India, Sri prevent viewing of or access to user-generated content services it may Lanka or the Republic of the Union of Myanmar, all disputes arising (a)disable service access in the Creative Cloud Packager, where that under this Agreement will be brought in the Courts of London,England. functionality is made available, or (b)block access to the Hosted If Member is a resident of a member state of the Association of Services via its network firewall. Hosted Services are not, under any Southeast Asian Nations (ASEAN)excluding the Republic of the Union circumstances,available to users under the age of thirteen(13).Adobe of Myanmar, mainland China, Hong Kong S.A.R., Macau S.A.R.,Taiwan disclaims liability for all user-generated content available via the R.O.C, the Republic of Korea, the People's Republic of Bangladesh or Hosted Services.Notwithstanding anything to the contrary,any dispute the Federal Democratic of Nepal, all disputes arising out of or in about the Hosted Services or content that is available there shall be connection with this Agreement, including any question regarding its governed by the law and take place in the venue designated in the existence, validity or termination, will be referred to and finally Hosted Service Terms of Use and is not controlled by the Governing resolved by arbitration in Singapore in accordance with the Arbitration Law or Venue clause of this Agreement. Member is not entitled to a Rules of Singapore International Arbitration Centre(SIAC)for the time refund and Adobe is not liable in the event that access to the Hosted being in force which rules are deemed to be incorporated by reference Services is slowed or blocked as a result of government or service to this section. The tribunal shall consist of one (1) arbitrator jointly provider action,or if Adobe blocks access to some or all of the Hosted selected by both parties. If the arbitrator is not selected within thirty Services if it deems,in its sole discretion,that such a block is necessary (30)days of the written demand by a party to submit to arbitration,the to comply with local laws. Chairman of the SIAC shall make the selection.The arbitration will be conducted in the English language, provided that any witness whose IN WITNESS WHEREOF,these terms and conditions,together with the attachment(s),are hereby executed as follows: CLP Gov v5.0-en U5-20140213 Rev.E 13 FEB 2014 r - "ADOBE" "PROGRAM APPLICANT": r Authorized Signature Autho ' ign., e GREGSIMPSON Ferrel I Print NarrSENIOR DIRECTOR Print Name �L Mayo r Title Title ��a3/ xs /a- / Date Date Instructions for sendin si ned on inal a reements to Adobe: g g g g Please return your signed original agreement per the appropriate instructions below. Your enrollment will be processed once your signed agreement is received and accepted by Adobe. If you have questions regarding these instructions,please contact your Adobe Account Manager or Adobe Customer Service. For Members located in the United States,Canada and Mexico only please use one of the following methods to return the signed original agreement to Adobe: Mailing Address Email FAX Mail v=signed agreement originals to: Scan and email signed agreement to: FAX signed agreement to: Adobe Systems Incorporated *Email:ccoordinC�adobe.com FAX:408-537-4568 345 Park Avenue San Jose,California 95110-2704 USA *Please note:This email address is intended for Attention:Contract Coordinators receipt of signed agreements only.If you have further questions,please contact your Adobe Account Manager or Adobe Customer Service. For Members located in all other countries,please send two(2)signed originals of the agreement by mail or courier to: Adobe Systems Software Ireland Limited On receipt of the two originals,Adobe will return one original of the 4-6 Riverwalk fully signed agreement to the address indicated by you below: Citywest Business Campus Dublin 24,Ireland Attention:Contract Coordinators CLPGov v5.0-en US-20140213 Rev.E 13 FEB 2014 RETURN TO Thomas Fichtner EXT:2547 t� ► 11. t ' CITY OF FEDERAL WAY LAW DEPARTMENT ROUTIN O' 1. ORIGINATING DEPT./DIV: IT 2. ORIGINATING STAFF PERSON: Thomas Fichtner EXT: 2547 3. DATE REQ.BY:12/31/2012 4. TYPE OF DOCUMENT(CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT(E.G.,RFB,RFP,RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES/CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT(E.G.BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION I CONTRACT AMENDMENT(AG#): 1 1-1 08 ❑ INTERLOCAL ❑ OTHER 5. PROJECT NAME: Adobe Purchase Agreement 6. NAME OF CONTRACTOR: Washington State Department of Enterprise Services(DES) ADDRESS: P.O.Box 42453,Olympia,WA 98504 TELEPHONE E-MAIL: FAX:(360)753-1673 SIGNATURE NAME: Nick Fuchs TITLE Infrastructure and Support Manager 7. EXHIBITS AND ATTACHMENTS:❑ SCOPE,WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ALL OTHER REFERENCED EXHIBITS ❑PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS 8. TERM: COMMENCEMENT DATE: 1/1/2013 COMPLETION DATE: Ongoing 9. TOTAL COMPENSATION$N/A (INCLUDE EXPENSES AND SALES TAX,IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE-ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE:D YES ❑NO IF YES,MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ❑YES ❑NO IF YES,$ PAID BY:❑CONTRACTOR❑CITY ❑ PURCHASING: PLEASE CHARGE TO: 10. DOCUMENT/CONTRACT REVIEW INITIAL/DATE REVIEWED INITIAL/DATE APPROVED ❑ PROJECT MANAGER ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) ❑ LAW „be T p r7i .12. 11. COUNCIL APPROVAL(IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: ❑ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE,LICENSES,EXHIBITS INITIAL/DATE SIGNED ❑ LAW DEPARTMENT (MAYOR OR DIRECTOR) ❑ CITY CLERK ck ❑ ASSIGNED AG# AG# 11— 1 05Pt. ❑ SIGNED COPY RETURNED DATE SENT: 2'2.0'12- COMMENTS: 11/9 Please return to: DES Technology Brokering Services P.O. Box 42453.OIympia, WA 98504-2453 FAX: (360) 753-1673 ADOBE®PRODUCTS PURCHASE AGREEMENT This Agreement is entered into by and between the Department of Enterprise Services("DES"),an agency of Washington State,and The City of Federal Way ("Customer"),a Washington State agency or political subdivision or public benefit nonprofit corporation."Customer"includes all its members, officers,agents,contractors,representatives or employees.Terms that are capitalized here but have no definition shall have the definition ascribed in the current Washington State Cumulative Licensing Program Government Membership Program,Contract number T11-COR-521,Agreement ID 400188326. Adobe offers a volume licensing program and DES is the Member under the Washington State Cumulative Licensing Program Government Membership Program ("CLP"). Customer will become a Self Enrolled Affiliate under the CLP agreement and accessing the Adobe products through Technology Acquisition Services. This Agreement sets forth the Customer's rights and obligations with respect to its transaction with DES. With respect to participation in the CLP product, Customer will be responsible for its own compliance with the applicable documents, including Adobe's End User License Agreement ("EULA")documents,as well as the Customer's individual Self-Enrollment form. All Customers purchasing Adobe products will execute this Agreement, including the attached Agency Coordinator(required) and Authorized Purchaser forms. Customers purchasing any Adobe product under the CLP agreement must also complete an Adobe Self-Enrollment form. Adobe Self-Enrollment forms are available from Adobe, http://www.adobe.com/aboutadobe/volumelicensing/c1p45/sea_enrollments/. Customers must provide DIS with their Adobe enrollment number. In consideration for the right to purchase Adobe products at discounted prices negotiated by DES, Customer agrees as follows: 1. Customer will not negotiate any terms of the Adobe Self-Enrollment form that would be applicable or have impact to any party other than the Customer. 2. Customer will provide DES with Adobe enrollment number within 2 days of notification from Adobe. • 3. Customer will submit all orders for Adobe products directly to DES. 4. Customer will comply with its obligations and the restrictions set forth in Customer's Enrollment Form(s). 5. Customer understands and acknowledges that no personal services,as defined by RCW 39.29 shall be purchased from the Adobe CLP. 6. Upon DES' request,Customer shall promptly submit all purchase orders. Customer's failure to submit any such documents shall be grounds,at the option of DES, for termination of this Agreement and/or Customer's rights to purchase Adobe products through DES. 7. The purchase price is nonrefundable. Under the CLP,the Customer pays for the product and maintenance in full at time of purchase. 8. Customer agrees to pay DES in a timely fashion the agreed-upon price for all products and services received by Customer. Customer's failure to pay any such amount promptly when due shall be grounds,at the option of DES,for termination of this Agreement and/or Customer's rights to purchase Adobe products through DES. Adobe Products Purchase Agreement- 1 The undersigned certifies that s/he has read, understands and agrees to the provisions herein and has the authority to bind Customer to a legal contract. Approved State of Washington Department of Enterprise Services � S re ick Fuchs Prinr or Type Name Infrastructure and Support Manager f� ��/ 7 / J Title Date Approved Customer I/ ��_���,� , Skip Priest Prtnt or Type Name Mayor � � � °I � � TltJe �e THIS DOCUMENT APPROVED AS TO FORM BY THE ATTORNEY GENERAL'S OFFICE — Adobe Products Purchase Agreement - 2 AGENCY COORDINATOR(required). The individual(s)listed below has read and understands the obligations set forth in the attached Adobe Products Purchase Agreement,and will be responsible for coordinating all activity for Adobe products between Customer and DES. The Adobe Agency Coordinator(s)is responsible for the accurate accounting of all of Customer's Adobe products purchased from DES. This form,once properly completed and returned to DES,will enable the Adobe Agency Coordinator(s)to purchase Adobe products by any means authorized by Customer. An Adobe Agency Coordinator may authorize other personnel within Customer's organization to purchase Adobe products from DES by means of a properly executed Adobe Products Authorized Purchaser form. However,the purchase of Adobe products by personnel other than an Adobe Agency Coordinator in no way relieves an Adobe Agency Coordinator of his/her responsibility to accurately account for all Adobe products purchased from DES. Customer is responsible for maintaining the accuracy of the Adobe Agency Coordinators' contact information provided to DES. Updated contact information can be emailed or faxed to DES by the person who has executed the Adobe Products Purchase Agreement. CUSTOMER NAME: The City of Federal Way DES Customer Agency/Sub-Agency Number: E27 (required) 4400333198 Adobe Enrollment Number : (required) Signature of the person who execute the"Adobe Produc Purchase Agreement"on behalf of Customer: (required) 0 ` (Required) ADOBE (Optional) BACKUP ADOBE AGENCY COORDINATOR AGENCY COORDINATOR Erik Earle Thomas Fichtner Name: Name: (253)835-2559 (253)835-2547 Telephone Number: Telephone Number: 33325 8th Ave S 33325 8th Ave S Mailing Address: Mailing Address: Street Address: Street Address: Federal Way WA 98003 Federal Way WA 98003 City/Zip: City/Zip: Mail Stop: Mail Stop: (253)835-2509 (253)835-2509 Fax Number: Fax Number: erik.earle cityoffederalway.com tomas.fichtner@cityoffederalway.com Email Email: Signature- - / Signature. L; Adobe Products Purchase Agreement Attachment 2—Authorized Purchaser AUTHORIZED PURCHASER(optional) This form is optional and is to be completed only after Customer has appointed an Agency Coordinator for purchasing Adobe Products. Having provided the signature of the Adobe Agency Coordinator in the space provided,the individual listed below will be authorized to purchase Adobe software products from DES by any means authorized by Customer. As a Adobe Products Authorized Purchaser, it is the responsibility of the individual identified below to report all new purchases of Adobe software products to the Adobe Agency Coordinator to ensure that an accurate count of all products purchased can be maintained by Customer. City of Federal Way CUSTOMER NAME: (please print) DES Customer Agency/Sub-Agency Number: E27 (required) Erik Earle Name of Adobe Agency Coordinator: We, e print) Signature of Adobe Agency Coordinator (required) ADOBE AUTHORIZED PURCHASER Name: Thomas Fichtner Telephone Number:(253)835-2547 Mailing Address:33325 8th Ave S Street Address: Federal Way WA 98003 City/Zip: Mail Stop: Fax Number:(253)835-2509 Email:thomas.fichtner@cityoffederalway.com Signature: AWL Adobe Products Purchase Agreement Attachment 2—Authorized Purchaser • Agreement Number: 4400338699 ADOBE®VOLUME LICENSING CUMULATIVE LICENSING PROGRAM GOVERNMENT MEMBERSHIP EXHIBIT A GOVERNMENT CLP SELF-ENROLLED AFFILIATE ENROLLMENT INFORMATION Unless otherwise indicated,all information is required and any missing information will delay CLP processing. 1. Enrollee Information. Enrollee Name:Erik Earle E-mail: Adobe Reg @cityoffederalway.com Tel number:2538352559 Fax number. 2538352509 2. Self-enrolled Affiliate Program Applicant Information Organization Name:City of Federal Way Department:IT Street Address:33325 8th Ave S Address: City and State/Province:Federal Way,Washington Country:US Zip/Postal Code:98003 3. Self-enrolled Affiliate CLP Program Administrator Contact Information. Administrator Name: Erik Earle Title:GIS Analyst E-mail:ERIK.EARLE@CITYOFFEDERALWAY.COM Tel number:2538352559 Fax number:2538352509 4. Program Member Information A Self-enrolled Affiliate CLP must be established under an existing Program Member CLP. Enter the Program Member's organization name and CLP Agreement Number that this Self-enrolled Affiliate CLP will be linked to. Program Member Organization Name: WA STATE DEPT.OF ENTERPRISE SVCS. Program Member's CLP Agreement Number: 4400333198 S. Initial designated ALC(optional). Self-enrolled Affiliate has the option to designate an ALC for their CLP membership.An ALC is an Adobe authorized reseller from whom the Affiliate may order Software under their CLP membership. ALC Information: ALC Name: COMPUCOM SYSTEMS,INC. 6. Upgrade Plan Payment Options. Self-enrolled Affiliate has the option to purchase Upgrade Plan with their Software orders and may pay its Reseller for Upgrade Plan either in a single payment or in two annual installments.Selected option will apply to all future Upgrade Plan purchases for the duration of the CLP Term.Please select Affiliate's preferred option(making a selection does not create any obligation to purchase Upgrade Plan).If left unelected,Member's default selection will be"single payment". ® Single payment ❑ Two annual payments Self-enrolled Affiliate Government CLP v.5.0 Exhibit A 07-MAY-2012 ADOBE®VOLUME LICENSING CUMULATIVE LICENSING PROGRAM GOVERNMENT MEMBERSHIP This Cumulative Licensing Program Government Membership Agreement("Agreement")is effective as of either the date last signed below or,if Member enrolls online,the date accepted by Adobe(the"Effective Date")and entered into between ADOBE SYSTEMS INCORPORATED,a Delaware corporation having a place of business at 345 Park Avenue,San Jose,CA 95110-2704 ("Adobe Systems")if the Agreement is entered into while Member is in the United States,Canada or Mexico,and,otherwise,ADOBE SYSTEMS SOFTWARE IRELAND LIMITED a company incorporated in Ireland and having a place of business at 4-6 Riverwalk,Citywest Business Campus,Dublin 24,Ireland("Adobe Ireland")(both individually in their territories and collectively referred to as "Adobe"), and the entity identified in Exhibit A under "Program Applicant Information"("Member"). Such entity,whether a Member or Self-enrolled Affiliate shall be referred to as a"Member"for the purposes of this Agreement. 1.Program Description. municipality,special district,city,county,or state governmental agency, department, commission, board, office, council, or authority, or any 1.1 General.The Cumulative Licensing Program("CLP")is a flexible other agency in the executive,legislative,or judicial branch of state or volume licensing program offered through Adobe Volume Licensing. local government that is created by the constitution or a statute of the The CLP applies the same discount level to all of Member's and its governing state,including the district,regional,and state administrative Affiliates'qualified Adobe software purchases("Software")during the offices or(c)a public agency,or organization created and/or funded by Term based on the value of the initial order. Member has no order federal, state, or local governments and authorized to conduct the commitment except the initial order. Member may improve its discount business of governing or supporting citizens, businesses, or other level as it and its Affiliates order additional Software during the Term. governmental entities. For the avoidance of doubt,private "for profit" CLP membership begins on the Effective Date and continues through companies,non-profit organizations,trade or industry associations,and the two (2) year anniversary of the day immediately prior to the labor unions are not included. Also excluded are private organizations Effective Date,provided Member complies with all obligations under that conduct work on behalf of or with government agencies. Member this Agreement (the "Term"). Notwithstanding the foregoing, either represents to Adobe that it and its Affiliates are government entities. party may terminate the Agreement with or without cause on sixty(60) days prior written notice. For additional information on the CLP,refer to the current version of the CLP Program Guide (the "Program Affiliates."Affiliate"means any government entity that is subject to the Guide"),posted in the Adobe Volume Licensing section of the Adobe same organizational, political, and regulatory schemes as the website. Membership in the Government CLP is regional. Orders government entity that is the Member. For example, where a state cannot be placed outside of the region in which the CLP membership is government is the Member, counties, boroughs, and/or municipalities established are affiliates. "Affiliates" include Member-listed Affiliates and Self-enrolled 1.2 Software. For a complete list of Software available through the Affiliates.An Affiliate that participates in the CLP by ordering through Government CLP, along with the point values for purchases,Member a Member(a"Member-listed Affiliate")may do so provided(i)Member shall contact its Adobe License Center("ALC")or reseller(the ALC or must be aware of these Affiliates and list them under this Agreement reseller collectively and individually,the"Reseller"herein)or use the and(ii)Member is responsible for Member-fisted Affiliates'compliance Adobe Discount Level Calculator available on the Adobe website. All with the CLP terms and conditions. Member-listed Affiliates do not Software point values are consistent worldwide.All use of the Software need to separately enroll, and may purchase under the Member's CLP licensed under the CLP is subject to the applicable Adobe End User membership with the same discount level as its Member.Affiliates may License Agreement("EULA"). As such,all Software purchased under also participate by becoming a "Self-enrolled Affiliate". Self-enrolled the Agreement are solely for use within Member's own organization and Affiliate means any eligible Affiliate that enrolls in the CLP separately all resale,sublicensing and other distribution is subject to the restrictions provided that(i)each such Self-enrolled Affiliate references Member's set forth in the applicable EULA. CLP membership agreement number ("Agreement Number") on its enrollment form and(ii) complies with this Agreement. Self-enrolled 1.3 Discount Levels. Member may improve its discount level as it and Affiliates will receive their own serial numbers, may designate their its Affiliates (defined below) continue to order Software through the own Reseller,and choose their own Upgrade Plan payment option. All CLP.Member's discount level shall be applied to its Affiliates' orders Affiliate ordering and contact information will be visible and available and the points accumulated with each Member or Affiliate order shall be to Member. Members may refuse to allow an Affiliate to benefit from added to Member's cumulative point total. On the 14th day of each this Agreement and/or may terminate an Affiliate's participation at any month,Adobe will review the points accumulated by Member and its time during the Term. Member hereby confirms on behalf of the Affiliates from the Effective Date to that day.If the total points equal or Affiliates that Affiliates expressly grant Member the right and authority exceed the minimum requirement for the next discount level,then upon to renew its participation in the CLP at the time Member renews its the 15th day of that same month,Member and its Affiliates will become membership in the CLP. eligible for the improved discount level. Resellers operate as independent distributors and are not agents or affiliates of Adobe.As a 2.2 Agreement and Serial Numbers. Member will be assigned an result, Member and. its Affiliates are responsible for informing any Agreement Number,which number must be referenced on any orders. Reseller of its CLP membership and applicable discount. Each Self-enrolled Affiliate,if any,will receive a separate Agreement Number which will be linked to the Member Agreement Number.Each 2.Participation. serial number references a single Software product defined by version, language, and platform, except for products available in both 2.1 Government Entity. Participation is contingent upon Member(and Macintosh® and Windows®versions for which Member will receive each Affiliate)being a"government entity",which means: either(a)a serial numbers for both platforms, even when only one platform is federal, central or national agency, department, commission, board, licensed. Member may use the same serial number for all validly office,council,or authority(executive,legislative,or judicial);or(b)a Government CLP v.5.0 07 MAY 2012 licensed installations of given Software;new serial numbers are issued licenses acquired prior to the Effective Date of the Agreement only for upgrades. during the first three months of the Term. Member may purchase an Upgrade Plan for Software purchased under this Agreement at any time 2.3 Confidentiality.The Agreement and serial numbers are confidential, during the Term, provided that the Upgrade Plan is purchased at the except as stated in Section 2.2 and Section 3. Member shall treat same time that the licenses are acquired. Upgrade Plan purchases shall membership and serial numbers as confidential and not share or disclose be prorated in three (3) month or less increments (depending on the such numbers. Member is responsible for Affiliates compliance with anniversary or expiration date of the Agreement and the payment option these confidentiality terms. Self-enrolled Affiliates are also responsible selected upon enrollment)to and until the end of the Term as further for protecting their agreement and serial numbers. described in the Program Guide. Upgrade Plan coverage shall be coterminous with the term of the Agreement. The Program Guide, 2.4 Licensing Website. Adobe shall provide Member and Self-enrolled which is incorporated by reference herein, contains specific prorated Affiliates with access to the Adobe Licensing Web Site ("LWS") coverage periods for Upgrade Plans SKUs purchased during the Term: (http://licensing.adobe.com) allowing Members access to pertinent information about their membership including expiration dates, SKU Description Definition of Upgrade Plan coverage range comprehensive order details, LWS account information and Software (Upgrade Plan serial numbers. The designated Program Administrator for new coverage range) Members and Self-enrolled Affiliates will receive a communication containing instructions on setting up their LWS account login and Each SKU description describes a range password providing them access to LWS for management of their CLP 4-6 Months of dates in which that particular SKU membership. may be used. For example: For the 1-3 3.Ordering and Fulfillment. 10-12 Months months SKU, purchases made within 1 to 3 months of either the Anniversary 3.1 Ordering and Pricing. Member and/or Affiliate shall order licenses date, or the end date of the CLP for Software within thirty(30)days of the date that such Software is 16-18 Months agreement and depending on the installed and/or deployed. All fees are determined by the Reseller. _ -> payment option selected during Adobe does not set the pricing that Member or its Affiliates are charged 22-24 Months enrollment. and Adobe cannot guarantee any particular discount.Member is free to negotiate fees directly with its Reseller.Matters such as price,delivery and payment terms must be agreed between Member and Resellers. The above SKU descriptions reflect that the applicable Upgrade Plan subscription shall co-terminate with the anniversary or expiration date 3.2 Minimums. Member's initial order must meet or exceed the (depending on the payment option selected during enrollment) of the minimum point value for the discount level selected on the enrollment Agreement. The actual SKU range(i.e.the actual start and end dates of form. If Member does not order sufficient Software within forty-five any Upgrade Plan)is expressly dependent on when the Upgrade Plan is (45)days of enrollment,Adobe may terminate or suspend that Member. purchased during the Member's CLP Agreement, the payment option To reorder,Member or Affiliates must place an order of at least one selected, and when such Agreement ends. For the purpose of clarity, point.Member and its Affiliates shall ensure that all purchases include and as an example, if a customer selects the annual payment option Member's or Self-enrolled Affiliate's Agreement Number and any during enrollment and if a license purchase is made during the 4th additional information in order for the Reseller to accept such order. month of the Term,leaving 8 months until the anniversary date,and the Member wishes to also purchase Upgrade Plan,the SKU with a 7—9 3.3 Electronic Software Distribution (ESD) and Media. Adobe offers month coverage range should be purchased. As specified in 4.1.2 ESD for selected Software to Members and Affiliates for no additional below,Member expressly agrees and acknowledges that Member shall fee.Member and Affiliates may download via LWS Software for which not receive a refund or credit for any unused portion of an Upgrade Plan they are currently licensed.Each license includes the right to print one coverage range. Additional information on Upgrade Plan may be found hard copy version of any electronic user documentation. Member and on the Adobe Volume Licensing Policies page: its Affiliates are not permitted to have more media than licenses.Media http://www.adobe.com/aboutadobe/volumelicensing/policies/ and printed documentation orders do not count toward point accumulation.Unless Member or Affiliate signs and returns to Adobe a 4.1.2 Limitations/No Refunds or Credits. Points are received for the separate media duplication agreement,neither Member nor Affiliates is value of Upgrade Plan purchases. The Upgrade Plan can be purchased entitled to make additional copies of the Software media or user for all, some, or none of any purchased Software, but the number of documentation.Member and its Affiliates may order hard media from Upgrade Plans may not exceed the number of licenses purchased for the Reseller. Software.Member agrees that any and all Upgrades are for replacement of the copies of Software previously licensed to Member,and shall only 3.4 Returns.Member.or Affiliate must request return of purchases made be provided for such licenses for which Member purchased the Upgrade under the Agreement through the same Reseller that placed the original Plan. Member's Upgrade Plan terminates upon expiration or order with Adobe.Requests must be made within 30 days of the original termination of this Agreement. As such Member understands that Software order date,and Adobe must approve all return requests before Upgrade Plan costs are non-refundable and that no credits reflecting any return is valid.If the return is approved,Member's point totals will such costs will be provided to Member,when Agreement is terminated be adjusted in the next accumulated point review process. Member or for any reason,including but not limited to the following events: (i)if Affiliate must submit a signed Letter of Destruction with each return. Adobe discontinues the covered Software before Customer's Upgrade Plan is due to expire;(ii)if this Agreement is terminated before the two 4.Upgrade Plan. year anniversary date and before the date that Customer's Upgrade Plan is due to expire: (iii) if any other event causes termination of this 4.1.1 General. Member or Affiliate may pay to receive future versions Agreement or this Agreement expires for any reason before the Upgrade of Software ("Upgrades") by purchasing an upgrade plan ("Upgrade Plan term is set to expire, even if Member decides to renew such Plan") during the Term. Member may purchase an Upgrade Plan for Agreement(in which case,Member acknowledges that it must order a new Upgrade Plan and that any portion of fees paid for the unused Government CLP v.5.0 07 MAY 2012 Upgrade Plan prior to such renewal shall not be credited or refunded versa,(c)use of the name and contact details including,phone email against the new Upgrade Plan costs); or(iv) if any other event causes address and other contact details of a Member or Affiliate designated termination of Upgrade Plan coverage before the Upgrade Plan coverage licensing contact to send program related communications to such is otherwise due to expire (i.e. based on the Upgrade Plan period as licensing contacts including, but not limited to, notices of upgrades, provided in the SKU description for the Upgrade Plan ordered). program changes, and notice of discontinuance of SKUs, and (d) Member expressly understands and acknowledges that Member shall not allowing Members to view all program and order information for all of receive any reimbursement or credit of any portion of Upgrade Plan fees its Affiliates. Affiliate members will only have access to information paid by Member in the event that such Upgrade Plan subscription for orders placed by that Affiliate. terminates before the Upgrade Plan coverage is otherwise due to expire due to a terminating event. 5.4 Governing Law and Venue. If Member is a resident of the United States, Canada or Mexico, this Agreement shall be governed by and interpreted in all respects by the statutes and laws of the United States of 4.2 Renewal.Adobe will use reasonable efforts to notify Member ninety America and the State of California, without reference to conflict of (90)days prior to expiration of the CLP Membership Term and Upgrade laws'principles,as such laws are applied to agreements entered into and Plan coverage.If Member elects to make Upgrade Plan payments in two to be performed entirely within California between California residents. annual installments,Adobe will notify Member sixty(60)days prior the If Member is a resident of Japan,this Agreement shall be governed by date the second annual installment payment is due.Member must renew and interpreted in all respects by the laws of Japan,without reference to Upgrade Plan prior to the Upgrade Plan anniversary date in order to conflict of laws' principles, as such laws are applied to agreements ensure uninterrupted coverage. Renewal orders may be placed before entered into and to be performed entirely within Japan between Japanese the anniversary date but early renewal does not change the initial residents.If Member is a resident of the People's Republic of China or anniversary date. Singapore,this Agreement shall be governed by and interpreted in all respects by the laws of Singapore,without reference to conflict of laws' 5.Miscellaneous. principles,as such laws are applied to agreements entered into and to be performed entirely within Singapore between Singapore residents. If 5.1 Transfer of License. Adobe's Software EULAs may permit the Member is a resident of Germany,this Agreement shall be governed by transfer of Software licenses to another person or legal entity.However, and interpreted in all respects by the laws of Germany, without Member may transfer licenses purchased pursuant to this Agreement reference to conflict of laws' principles, as such laws are applied to only (i) when it becomes necessary due to mergers, acquisitions, agreements entered into and to be performed entirely within Germany consolidations,or divestitures and,in such case,only to the acquiring or between German residents. If Member is a resident of France, this divested entity or (ii) to any other existing CLP Member or TLP Agreement shall be governed by and interpreted in all respects by the Software licensee so long as both the previous and new licensees laws of France,without reference to conflict of laws'principles,as such complete and sign the Transfer of License form,the new licensee agrees laws are applied to agreements entered into and to be performed entirely to the terms of the EULA, and all CLP points attributable to the within France between French residents. If Member is a resident of any Software transfers to the new licensee's CLP,if applicable. Any active other country,this Agreement shall be governed by and interpreted in all Upgrade Plan for a license must be transferred along with the license. respects by the laws of the Republic of Ireland without reference to Adobe reserves the right to review and reject any such transfer it deems conflict of laws' principles, as such laws are applied to agreements improper in its sole discretion. entered into and to be performed entirely within the Republic of Ireland between residents of the Republic of Ireland. 5.2 License Compliance. Member and its Affiliates must maintain systems and/or procedures sufficient to ensure an accurate record of the If Member is a resident of the United States, Canada or Mexico, all number of copies of the Software that have been installed and retain disputes arising under this Agreement will be brought in Superior Court records of Software installation and/or deployment for 2 years after the of the State of California or the Federal District Court of San Jose in termination or expiration of the Agreement. To ensure that Member's Santa Clara County, as permitted by law. If Member is a resident of and/or Affiliates' installation and deployment is consistent with the Japan, all disputes arising under this Agreement will be brought in license entitlements,Adobe or its representatives may conduct an audit Tokyo District Court in Japan. If Member is a resident of Germany,all of Member's and/or Affiliates' Software installation/deployment not disputes arising under this Agreement will be brought in the courts of more than once per year on 30 days written notice. Such audit will Frankfurt in Germany. If Member is a resident of France,all disputes require Member or Affiliates to provide an unedited accurate report of all arising under this Agreement will be brought in the Tribunal of Paris in Software installed by Member and/or Affiliates and all valid purchase France. If Member is a resident of any other country, all disputes documentation for all Software within 30 days of request and,if the audit arising under this Agreement will be brought in the Courts of Ireland in findings demonstrate non-conformity with the Software licenses, Dublin,Ireland. Member or Affiliate shall purchase the necessary licenses within 30 days of being so notified. Adobe reserves the right to conduct an onsite audit 5.5 General. No modification will be valid or binding unless in writing of Member or Affiliates' license deployment on ten (10)business days and signed by the parties.The parties are independent contractors,and prior written notice during regular business hours. This section 5.2 shall this Agreement will not be construed to imply that either party is the survive termination or expiration of the Agreement for a period of two agent,or venturer of the other. If any provision is held unenforceable, (2)years. this Agreement will continue in full force and effect without said provision and will be interpreted to reflect the parties' original intent. 5.3 Use of Information. Adobe may use information about Member or The parties agree that the United Nations Convention on Contracts for Affiliates for purposes of administering the CLP and for fulfilling its the International Sale of Goods is specifically excluded from application obligations under the Agreement.Such information may be used among to this Agreement. Member may not assign this Agreement (by Adobe entities worldwide and among ALCs and resellers worldwide. operation of law or otherwise) without the prior written consent of This use includes, but is not limited to, the following: (a) sharing Adobe, and any prohibited assignment will be null and void. This necessary program information of any Member (or Self-enrolled Agreement will be binding upon and will inure to the benefit of any Affiliate)with its Reseller, including member number(End User ID), permitted successors or assignees.This Agreement represents the entire (b) sharing information about a Member with its Affiliates, or vice- agreement between the parties on the subject matter of this Agreement. Government CLP v.5.0 07 MAY 2012 RETURN TO:���� ExT: � ��� CITY OF FEDERAL WAY LAW DF_,PARTMENT ROUTING FORM i. OR[GiNATING DEPTJDIV: �� �. ORIGINATING STAFF PEKSON: _ - � ' ��GS �C��ye/" - - - EXT: �S� _ 3. DA"TE REQ. BY:� ��( - 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECT'ION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONALSERVICEAGREEMENT ❑ MAINTENANCEAGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ REALESTATEDOCUMENT ❑ SECURITYDOCUMENT(E.c.soN�RE�A�rEn�ocuMENTS> ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACTAMENDMENT(AG#): �CINTERLOCAL ❑ OTHER _ _ ____ 5 Q PROJECT NAME: �'T Cb1�R.� �f3 ��sc PUr� ��1r� _� ��� _ NAME OF CONTRACTOR: _ W�KC�� �h S�� �I�+'��� ��� 1'h�!4"��n � ADDRESS: __ __ TELEPHONE E-MA1L: FAX: SIGNATURE NAME: TITLE ___ _ __ 7. EXHBITS ANDATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPF.NSATION ❑ INSIJRANCE REQUIRF.MENTS/CERT[FICATE ❑ ALL OTHER REFERENCED EXHIF3ITS ❑ PROOF OFAUTHORtTYTO SIGN ❑ REQUIRED LICENSES ❑ PRIOR �CONTRACT/AMENDMENTS 8. TERM: COMMENCEMENT DATE: S �I �I I COMPLETION DATE: __O'�SO�� __ 9. TOTAL COMPENSATION $ ���' ((NCLU�F FXPeNSES AND SALES T.aX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE -ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLJDAY RATES) REIMBURSABLE EXPENSE: O YES ❑ NO IF YES, MAXIMUM DOLLARAMOUNT: $ _ ___ _ IS SALES TAX OWED ❑ YES ❑ NO IF YES, $ _ PAID BY: ❑ CONTRACTOR ❑ CITY ❑ PURCHASING: PLEASE CHARGE TO: 10. DOCUMENT/CONTRACT REVIEW IN1T� L/D TEREVIEWED INITIAL/DATEAPPROVED �PROJECT MANAGER � � �' �DIRECTOR � ❑ RISK MANAGEMENT (iF AYPLtCas[,E) — �LAW �;^ �'I�I"`) -�� — 11. COUNCIL APPROVAL (1[' APPLICABLE� � COMMITTEE APPROVAL DATE: ��� �� � COUNCIL APPROVAL DATE: � 7�� 12. CONTRACT SIGNATURE ROUTING �- gi SENT TO VENDOR/CONTRACTOR DATE SENT: J I�/ZO�'I DATE REC' D: S�� �I ❑ ATTACH: SIGNATUREAUTHORITY, 1NSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ LAW DEPARTMENT �IGNATORY (MAYOR OR DIRECTOR� ❑ CITY CLERK ❑ ASSIGNED AG# ❑ SIGNED COPY RETURNED COMMENTS: INiTIAL / DATE SIGNED � ZO f AG# � ' �, f,�, DATE SENT: �j- �� -�� IU9 ( ) ( S TechMall - AdobeOO Enrollment Page 1 of 4 t-lome Adobe �� Adobe Enrollment Intructions � x� . ..� ,: "� _� _ ����� ���-_-� � � '°'�'' � __ _ _ _ __ ...�E��� 4 . , ] � �1it ;rC�k rtf� ` t� � ����� �r.o'f. aE..'� s �l�i . `. . . . .� . _ . ���R° #�iP���k,f���FJ ��! ����.D ' , v � .��� E€a� , .�`ar�= : �..EJ � r, �� �.S <�, ��,� � ��'.� �� �� � ��<. �� � �a�� � � r [Page 1 ] This Agreement is entered into by and between the Department of Information Services ("DIS"), an agency of Washington State and City of Federal Way ( "Customer"), a Washington State agency or political subdivision or public benefit nonprofit corporation. "Customer" includes all its members, officers, agents, contractors, representatives or employees. Terms that are capitalized here but have no definition shall have the definition ascribed in the current Washington State Cumulative Licensing Program Government Membership Program, Contract number T11-COR-521, Agreement ID 400188326. Adobe offers a volume licensing program and DIS is the Member under the Washington State Cumulative Licensing Program Government Membership Program ("CLP"). Customer will become a Self Enrolled Affiliate under the CLP agreement and accessing the Adobe products through Technology Acquisition Services. This Agreement sets forth the Customer's rights and obligations with respect to its transaction with DIS. With respect to participation in the CLP product, Customer will be responsible for its own compliance with the applicable documents, including Adobe's End User License Agreement ("EULA") documents, as well as the Customer's individual Self-Enrollment form. All Customers purchasing Adobe products will execute this Agreement, including the attached Agency Coordinator (required) and Authorized Purchaser forms. Customers purchasing any Adobe product under the CLP agreement must also complete an Adobe Self-Enrollment form. Adobe Self-Enrollment forms are available from Adobe, http://www.adobe.com/aboutadobe/volumelicensing/c1p45/sea_enroliments/. Customers must provide DIS with their Adobe enrollment number. In consideration for the right to purchase Adobe products at discounted prices negotiated by DIS, Customer agrees as follows: 1. Customer will not negotiate any terms of the Adobe Self-Enrollment form that would be applicable or have impact to any party other than the Customer. 2. Customer will provide DIS with Adobe enrollment number within 2 days of notification from Adobe. 3. Customer will submit all orders for Adobe products directly to DIS. 4. Customer will comply with its obligations and the restrictions set forth in Customer's Enrollment Form(s). 5. Customer understands and acknowledges that no personal services, as defined by RCW 3929 shall be purchased from the Adobe CLP. 6. Upon DIS' request, Customer shall promptly submit ali purchase orders. Customer's failure to submit any such documents shall be grounds, at the option of DIS, for termination of this Agreement and/or Customer's rights to purchase Adobe products through DIS. 7. The purchase price is nonrefundable. Under the CLP, the Customer pays for the product and maintenance in full at time of purchase. 8. Customer agrees to pay DIS in a timely fashion the agreed-upon price for all products and services received by Customer. Customer's failure to pay any such amount promptly when due shall be grounds, at the option of DIS, for termination of this Agreement and/or Customer's rights to purchase Adobe products through DIS. http://techmall.dis.wa.gov/tbs_contracts/AdobeEnrollment.aspx 5/5/20ll DIS TechMall - AdobeLR; Enrollment Page 2 of 4 [Page 2] _ _ ___ _ _ _ . The undersigned certifies that s/he has read, understands and agrees to the provisions herein and has the authority to bind Customer to a lega! contract. Approved Approved State of Washington (;ustomer Department of Information Services , � c o � �� Si re ,� Signature � Scott Smith Print or Type Name Skip Priest Print or Type Name TAS Manager �� z � �� Mayor 5/5/2011 Title Date Title Date - THIS DOCUMENT APPROVED AS TO FORM BY THE ATTORNEY GENERAL'S OFFICE — _. _ _ _ _ __ _ _ __ _ _ _ http://techmall. dis.wa. gov/tbs_contracts/AdobeEnrollment. aspx 5/5/2011 DIS TechMall - Adobe� Enroliment Page 3 of 4 [Page 3- Attachment 1— Authorized Purchaser] _ _ _ AGENCY COORDINATOR (requirec� The individual(s) listed below has read and understands the obligations set forth in the attached Adobe Products Purchase Agreement, and will be responsible for coordinating all activity for Adobe products between Customer and DIS. The Adobe Agency Coordinator(s) is responsible for the accurate accounting of all of Customer's Adobe products purchased from DIS. This form, once properly completed and returned to DIS, wiii enable the Adobe Agency Coordinator(s) to purchase Adobe products by any means authorized by Customer. An Adobe Agency Coordinator may authorize other personnel within Customer's organization to purchase Adobe products from DIS by means of a properly executed Adobe Products Authorized Purchaser form. However, the purchase of Adobe products by personnel other than an Adobe Agency Coordinator in no way relieves an Adobe Agency Coordinator of his/her responsibility to accurately account for all Adobe products purchased from DIS. Customer is responsible for maintaining the accuracy of the Adobe Agency Coordinators' contact information provided to DIS. Updated contact information can be emailed or faxed to DIS by the person who has executed the Adobe Products Purchase Agreement. CUSTOMER NAME: Clty Of F2defal Way DIS Customer Agency/ Sub-Agency Number: E27 (required) Adobe Enrollment Number : 4400248311 (required) Signature of t son who ex� "Adobe Products Purchase Agreement" on behalf of Customer: ( required) {��£�4.P6!`�'d) .9����5'� ������° �.`��}����f��8.}� " +/!;. :r tvame: Erik Earle Telephone Number: (253) 835-2559 n�aiiing address: 33325 8th Ave S _ ___ Street Address: ;�ty i z�p: Federal Way WA 98003 1ail Stop: _ ... .. ... . .......... ax Number: (253) 835-2509 mail erik.earle@cityoff eralway.com _ _ .._ . aa �_. _ _ _ � � iqnature ��/�� Thomas Fichtner e�ephone Number: (253) 835 2547 Address: 33325 8th Ave S Address: �ty i z�p: Federal Way WA 98003 Mail Stop: __ __ Fax Number: (253) 835-2509 Email: thomas —. � com � http://techmall.dis.wa.gov/tbs_contracts/AdobeEnrollment.aspx 5/5/2011 DIS 'i'echMall - AdobeJ F,nrollment Page 4 of 4 [Page 4- Attachment 2— Authorized Purchaser] AUTHORIZED PURCHASER (optionan This form is optional and is to be completed only after Customer has appointed an Agency Coordinator for purchasing Adobe Products. Having provided the signature of the Adobe Agency Coordinator in the space provided, the individual listed below will be authorized to purchase Adobe software products from DIS by any means authorized by Customer. As a Adobe Products Authorized Purchaser, it is the responsibility of the individual identified below to report all new purchases of Adobe software products to the Adobe Agency Coordinator to ensure that an accurate count of all products purchased can be maintained by Customer. CUSTOMER NAME:(please print) Clty Of FEd21"a� Way DIS Customer Agency/ Sub-Agency Number; E27 (required) Name of Adobe Agency Coordinator: (please print): ECIk Eaf�@ Signature of Adobe Agency Coordinator: �//,,� ( required) ��g��iona�} A�i��� �1�iT'�€��Iz ��J Fil����SER Name: Thomas Fichtner __ _ ______ Te�ephone Number (253) 835-2547 _ _ Mailing Address: 33325 8th AVe S __ _ ___ Street Add ress: aty i zip: Federal Way WA 98003 __ Mail Stop: _ . ____. _ _ Fax Number: (253) 835-2509 Iway.com nature: http://techmall.dis.wa.gov/tbs_contracts/AdobeEnrollment.aspx 5/5/201 l Agreement Number: 440024`�31 I ADOBEOO VOLUME LICENSING CUMULATIVE LICENSiNU PROGRAM GOVERNMEN"I' MEMBERSHIP EXHIBIT A GOVERNMENT CLP SELF-ENROLLED AFFILIATE ENROLLMENT INFORMATiON Unle,ss otherwise indicated, all infbrmation i�c r�eyuired nnd any missing information will delav CLP processing. l. Enrollee lnformation. Enrollee Name: Erik Earle Tel number: 2538352559 E-mail: erikearle@cityoffederalway.com Fax number: z538352509 l. Self-enrolled Affiliate Program Applicant Information Organization Name: City of Federal Way Attn: Erik Earle Department: IT __ Street Address: 33325 8th Ave S City and State/Province: Federal Way, Washington _ Country: US _ Zip/Postal Code: 98003 3. Self-enrolled Affiliate CLP Program Administrator Contact Information. Administrator Name: Erik Earle Title: G IS Analyst E-mail: ERIK.EARLE@CITYOFFEDERAL.WAY.COM Tel number: � 538352559 Fax number: 2538352509 4. Program Member Infarmation A Self-enrolled Affiliate CLP must be established under an existing Program Member CLP. Enter the Program Member's organization name and CLP AgreementNumber that this Seif-enrolled A�liate CLP will be linked to. Program Member Organization Name: Program Member's CLP Agreement Number: 4400188326 5. Initial designated ALC(optional). Self-enrolled Affiliate has the option to designate an ALC for their CLP membership. An ALC is an Adobe authorized reseller from whom the Affiliate may order Software under their CLP membership. ALC Information: ALC N 6. Upgrade Plan Payment Options. Self-enrolled A�liate has the option to purchase Upgrade Plan with their Software orders and may pay its Reseller for Upgrade Plan either in a single payment ar in two annual installrnents. Selected option will apply to all future Upgrade Plan purchases for the duration of the CLP Term. Please select Affiliate's preferred option (making a selection does not create any obligation to purchase Upgrade Plan). If left unselectetl, Member's default selection will be "single payrnent". � Single payment ❑ Two annual payments Self-enrollcd Affiliate Governmcnt CLP v.5.0 Exhibit A ] 0-SEP-2009 ADOBE� VOLUME LICENSING CUMULATIVE LICENS[NG PROGRAM GOVERNMENT MEMBERSHIP This Cumulative Licensing Program Government Membership Agreement ("Agreemenf') is effective as of either the date last signed below or, if Member enrolls online, the date accepted by Adobe (the "Effective Date") and entered into between ADOBE SYSTEMS INCORPORATED, a Delaware corporation having a place of business at 345 Park Avenue, San Jose, CA 95 1 1 0-2704 ("Adobe Systems") if the Agreement is entered into while Member is in the United States, Canada or Mexico, and, otherwise, ADOBE SYS"T EMS SOFTWARE IRELAND LIMITED a company incorporated in Ire(and and having a place of business at 4-6 Riverwalk, Citywest Business Campus, Dublin 24, Ireland ("Adobe Ireland") (both individually in their tenitories and collectively referred to as "Adobe"), and the entity identified in Exhibit A under "Program Applicant Information" ("Member"). Such entity, whether a Member or Self-enrolled Affiliate shall be referred to as a"Member" for the purposes of this Agreement. 1. Program Description. 1.1 Gener�l. The Cumulative Licensing Program ("CLP") is a flexible volume licensing program offered through Adobe Vo(ume Licensing. The CLP applies the same discount level to all of Member's and its Affiliates' qualified Adobe software purchases ("Software") during the Term based on the value of the initial order. Member has no order commitment except the initial order. Member may improve its discount level as it and its Affiliates order additional Software during the Term. CLP membership begins on the Effective Date and continues through the two (2) year anniversary of the day immediately prior to the Effective Date, provided Member compiies with all obligations under this Agreement (the "Term"). Notwithstanding the foregoing, either party may terminate the Agreement with or without ca�ise on sixty (60) days prior written notice. For additional inform�ition on the CLP, refer to the current version of the CLP Progam GLiide (the "Program Guide"), posted in the Adobe Volume Licensing section of the Adobe website. Membership in the Government CLP is regional. Orders cannot be placed outside of the region in which the CLP membership is established. 1.2 Software. For a complete list of Software available through the Government CLP, along with the point values for purchases, Member shall contact its Adobe License Center ("ALC") or reseller (the ALC or reseller collectively and individuaily, the "Reseller" herein) or use the Adobe Discount Level Calculator available on the Adobe website. All Software point values are consistent worldwide. All use of the Software licensed under the CLP is subject to the applicable Adobe End User License Agreement (`BULA"). As such, a11 Software purchased under the Agreement are solely for use within Member's own organization and all resale, sublicensing and other distribution is subject to the restrictions set forth in the applicable EULA. 13 Discount Levels. Member may improve its discouut level as it and its Affiliates (defined below) continue to order Software through the CLP. Member's discount level shall be applied to its Aftiliates' orders and the points accumulated with each Member or Affiliate order shall be added to Member's cumulative point total. On the 14th day of each month, Adobe will review the points accumulated by Member and its Affiliates from the Effective Date to that day. lf the total points equal or exceed the minimum requirement for the next discount level, then upon the 15th day of that same month, Member and its Affiliates will become eligible for the improved discount IeveL Resellers operate as independent distributors and are not agents or affiliates of Adobe. As a result, Member and its Affiliates are responsible for informing any Reseller of its CLP membership and applicable discount. 2. Participation. 2.1 Government Emity. Participation is contingent upon Member (and each Affiliate) being a"government entit}�', which means: either (a) a federal, central or national agency, department, commission, board, office, council, or authority (executive, legislative, or judicial); or (b) a municipality, special district, city, county, or state governmental agency, department, commission, board, office, council, or authority, or any other agency in the executive, legislative, orjudicial branch of state or local government that is created by the constitution or a statute of the governing state, including the district, regional, and state administrative offices or (c) a public agency, or organization created and/or funded by federal, state, or local govemments and authorized to conduct the business of governing or supporting citizens, businesses, or other governmental entities. For the avoidance of doubt, private "for profit" companies, non-profit organizations, trade or industry associations, and labor unions are not included. Also excluded are private organizations that conduct work on behalf of or with government agencies. Member represents to Adobe that it and its Affiliates are government entities. Affiliates. "Affiliate" means any government entity that is subject to the same organizational, political, and regulatory schemes as the government entity that is the Member. For example, where a state government is the Member, counties, boroughs, and/or municipalities are affiliates. "Affiliates" include Member-listed Affiliates and Self-enrolled Affiliates. An Affiliate that participates in the CLP by ordering thro�igh a Member (a "Member-3isted Affiliate") may do so provided (i) Member must be aware of these Affiliates and list them under this Agreement and (ii) Member is responsible for Member-listed Affiliates' compliance with the CLP terms and conditions. Member-listed Affiliates do not need to separately enroll, and may purchase under the Member's CLP membership with the same discount level as its Member. Affiliates may also participate by becoming a"Self-enrolled Affiliate". Self-enrolled Affiliate means any eligible Affiliate that enrolls in the CLP separately provided that (i) each such Self-enrolled A�liate references Member's CLP membership agreement number ("Agreement Number") on its enrollment form and (ii) complies with this Agreement. Self-enrolled Affiliates will receive their own serial numbers, may designate their own Reseller, and choose their own Upgrade Plan payment option. All Affiliate ordering and contact information will be visible and available to Member. Members may refuse to allow an Affiliate to benefit from this Agreement and/or may terminate an Affiliate's participation at any time during the Term. Member hereby confirms on behalf of the Affiliates that Affiliates expressly grant Member the right and authority to renew its participation in the CLP at the time Member renews its membership in the CLP. 2.2 Agreement nnd Serial Numbers. Member will be assigned an Agreement Number, which number must be referenced on any orders. Each Self-enrolled Affiliate, if any, will receive a separate Agreement Number which will be linked to the Member Agreement Number. Each serial number references a single Software product defined by version, language, and platform, except for products available in both MacintoshOO and Windows� versions for which Member will receive serial numbers for both platforms, even when only one platform is licensed. Member may use the same serial number for all validly Government CLP v. SA to-ssr-zoo9 Iicensed installations of given Software; new serial numbers are issued for upgrades. 23 Confidentiality. The Agreement and serial numbers are confidential, except as stated in Section 2.2 and Section 3. Member shall treat membership and serial numbers as confidential and not share or disclose such numbers. Member is responsible for Aftiliates compliance with these confidentiality terms. Self-enrolled Aftiliates are also responsible for protecting their agreement and serial numbers. 2.4 Licensing Website. Adobe shall provide Member and Self-enrolled Affiliates with access to the Adobe Licensing Web Site ("LWS") (http://licensing.adobe.com) allowing Members access to pertinent information about their membership induding expiration dates, comprehensive order details, LWS account information and Software serial numbers. The designated Program Administrator for new Members and Self-enrolled Affiliates will receive a communication containing instructions on setting up their LWS account login and password providing them access to LWS for management of their CLP membership. 3. Ordering and Fulfillment. 3.1 Ordering and Pricing. Member and/or Affiliate shall order licenses for Software within the same calendar month that such Software is instalied and/or deployed. All fees are determined by the Reseller. Adobe does not set the pricing that Member or its Affiliates are charged and Adobe cannot guarantee any particular discoimt. Member is free to negotiate fees directly with its Reseller. Matters such as price, delivery and payment terms must be agreed between Member and Resellers. 3.2 Minimums. Member's initial order must meet or exceed the minimum point value for the discount level selected on the enrollment form. If Member does not order sufficient Software within forty-five (45) days of enro]lment, Adobe may terminate or suspend that Member. To reorder, Member or Affiliates must place an order of at least one point. Member and its Affiliates shall ensure that all purchases include Member's or Self-enrolled Affiliate's Agreement Number and any additional information in order for the Resel ler to accept such order. 33 Electronic Software Distribution (ESD) and Media. Adobe offers ESD for selected Software to Members and Affiliates for no additional fee. Member and Affiliates may download via LWS Software for which they are currently licensed. Each license indudes the right to print one hard copy version of any electronic user documentation. Member and its Affiliates are not permitted to have more media than licenses. Media and printed documentation orders do not count toward point accumulation. Unless Member or Affiliate signs and retums to Adobe a separate media duplication agreement, neither Member nor A�liates is entitled to make additional copies of the Software media or user documentation. Member and its Affiliates may order hard media from the Reseller. 3.4 Returns. Member or Affiliate must request retum of purchases made under the Agreement through the same Reseller that placed the original order with Adobe. Requests must be made within 30 days of the original Software order date, and Adobe must approve all return requests before any return is valid. If the return is approved, Member's point totals will be adjusted in the next accumulated point review process. Member or Affiliate must submit a signed Letter of Destruction with each return. 4. Upgrade Plan. 4.1 General. Member or Affiliate may pay to receive future versions of Software ("Upgrades") by purchasing an upgrade plan ("Upgrade Plan") during the Term of CLP membership. Member may purchase an Upgrade Plan for licenses acquired prior to the Effective Date of the Agreemenr only during the first three months of the Tenn. Member may purchase an Upgrade Plan for Software purchased under this Agreement at any time during the Term and such plan shall be prorated to the end of the CLP Term as further described in the Program Guide. Points are received for the value of Upgrade Plan purchases. The Upgrade Pian can be purchased for all, some, or none of any purchased Software, but the number of Upgrade Plans may not exceed the number of licenses purchased for Software. Member agrees that any and all Upgrades are for replacement of the copies of Software previously licensed to Member, and shall only be provided for such licenses for which Member purchased the Upgrade Plan. Member understands that Upgrade Plan costs are non-refundabie, even if Adobe discontinues covered Sottware or if agreement is terminated before the two year anniversary date. 4.2 Renewal. Adobe will use reasonable effoRs to notify Member ninety (90) days prior to expiration of the CLP Membership Term and Upgrade Plan coverabe. If Member elects to make Upgrade Plan payments in two annual installments, Adobe will notify Member sixty (60) days prior the date the second annual installment payment is due. Member must renew Up�;rade Plan prior to the Upgrade Plan anniversary date in order to ensure uninterrupted coverage. Renewal orders may be placed before the anniversary date but early renewal does not change the initial anniversary date. 5. Miscellaneous. 5.1 Trans�er of Gicense. Adobe's Software EULAs may permit the transfer of SoYtware licenses to another person or legal cntity. However, Member may transfer licenses purchased pursuant to this Agreement only (i) when it becomes necessary due to mergers, acquisitions, consolidations, or divestitures or (ii) to any other existing CLP Member or TLP Software licensee so long as both the previous and new licensees complete and sign the Transfer of License form, the new licensee agrees to the terms of the EULA, and all CLP points attributable to the Sottware transfers to the new licensee's CLP, if applicable. Any active Upgrade Plan for a license must be transferred along with the license. Adobe reserves the right to review and reject any such transfer it deems improper in its sole discretion. 5.2 License Compliance. Member and its Affiliates must maintain systems and/or procedures sufficient to ensure an accurate record of the number of copies of the Software that have been installed and retain records of Software installation and/or deployment for 2 years after the termination or expiration of the Agreement. To ensure that Member's and/or Affiliates' installation and deployment is consistent with the license entitlements, Adobe or its representatives may conduct an audit of Member's and/or Affiliates' Software installafion/deployment not more than once per year on 30 days written notice. Such audit will require Member or Affiliates to provide an unedited accurate report of all Software installed by Member and/or Affiliates and all valid purchase documentation for all Software within 30 days of request aud, if the audit findings demonstrate non-conformity with the Software licenses, Member or Affiliate shall purchase the necessary licenses within 30 days of being so notified. Adobe reserves the right to conduct an onsite audit of Member or Affiliates' license deployment on ten (10) business days prior written notice during regular business hours. This section 5.2 shall survive termination or expiration of the Agreement for a period of two (2) years. 53 Use of Information. Adobe may use information about Member or Affiliates far purposes of administering the CLP and for fulfilling its obligations under the Agreement. Such information may be used among Adobe entities worldwide and among ALCs and resellers worldwide. This use includes, but is not ]imited to, the following: (a) sharing Government CLP v. 5.0 10-SEP-2009 � nccessary program information of any Member (or Self enrolled Affiliate) with its Reseller, ind�iding member number (End User ID), (b) sharing infbrmation about a Member with its Affiliates, or vice- versa, (c) use of the name ai�d contact details including, phone email address and other contact details of a Member or Affiliate designated licensing contacY to send program related communications to such licensing contacts including, but not limited to, notices of upgrades, program changes, and notice of discontinuance of SKUs, and (d) allowing Members to view all program and order information for all of its Affiliates. Affiliate members will only have access to information for orders placed by that Affiliate. 5.4 Governing Law and �enue. If Member is a resident of the United States, Canada or Mexico, this Agreement shall be governed by and interpreted in all respects by the statutes and laws of the United States of America and the State of California, without reference to conflict of laws' principles, as such laws are applied to agreements entered into and to be performed entirely within California between California residents. If Member is a resident of Japan, this Agreement shall be governed by and interpreted in all respects by the laws of Japan, without reference to conflict of laws' principles, as such laws are applied to agreements entered into and to be performed entirely within Japan between Japanese residents. If Member is a resident of the People's Republic of China or Singapore, this Agreement shall be governed by and interpreted in all respects by the laws of Singapore, without reference to conflict of laws' principles, as such laws are applied to agreements entered into and to be performed entirely within Singapore between Singapore residents. If Member is a resident of Germany, this Agreert�ent shall be governed by and interpretect in all respects by the laws of Germany, without reference to conflict of laws' principles, as such laws are applied to agreements entered into and to be performed entirely within Germany between German residents. If Member is a resident of France, this Agreement shall be governed by and interpreted in all respects by the Iaws of France, without reference to conflict of laws' principles, as such laws are applied to agreements entered into and to be performed entirely within N�rance between French residents. If Member is a resident of any othcr couotry, this Agreement shall be governed by and interpreted in all respects by the laws of the Republic of Ireland without referenee to conflict oi' laws' principles, as such laws are applied to agreements entered into and to be performed entire(y within the Republic of Ireland between residents of the Republic of Ireland. If Member is a resident of the United States, Canada or Mexico, all disputes arising under this Agreement will be brought in Superior Court of the State of California ar the Federal District Court of San Jose in Santa Clara County, as permitted by law. If Member is a resident of Japan, all disputes arising under this Agreement will be brought in Tokyo District Coiut in Japan. If Member is a resident of Germany, all disputes arising under this Agreement will be brought in the courts of Frankfurt in Germany. � If Member is a resident of France, all disputes a, under this Agreement will be brought in the Tribunal of Paris in France. If Member is a resident of any other country, all disputes arising under this Agreement will be brought in the Courts of Ireland in Dublin, Ireland. 5.5 Genernl. No modification will be valid or binding unless in writing and signed by the parties. The parties are independent covtractors, and this Agreement will not be construed to imply that either party is the agent, or venturer of the other. If any provision is held unenforceable, tnis Agreement will continue in full force and effect without said provision and will be interpreted to reflect the parCies' original intent. The parties agree that the United Nations Convention on Contracts for the I��ternational Sale of Goods is specifically excluded from application to this Agreement. Member may not assign this Agreement (by operation of law or otherwise) without the prior written consent of A�lobe, ard any prohibited assignment will be nul( and void. This Agreement will be binding upon and will inure to the benefit of any permitted successors or assignees. This Agreement represents the entire a�;reement between the parties on the subject matter ofthis Agreement. Government CLP v. 5.0 to-sE�-zoo9 COUNCIL MEETING DATE: May 3, 2011 ITEM #:�_ _ _ _ _ __ _ _ _ _ _ __ CITY OF FEDERAL WAY CITY COUNCIL AGENDA BILL SUBJECT: PURCHASING CONTRACT FOR ADOBE SOFTWARE WITH WASHINGTON STATE DIS POLICY QUESTION: Should the City enter into a contract with Washington State Department of Information Services to purchase Adobe Software? COMMITTEE: FEDRAC CATEGORY: � Consent ❑ Ordinance ❑ City Council Bu ❑ Resolut STAFF REPORT BY: Thomas Fichtner, IT Manager Attachments: • Adobe Products Purchase Agreement MEETING DATE: April 26, 20] 1 ❑ Public Hearing ❑ Other DEPT: Information Technology Background: The City of Federal Way currently has an Interlocal Agreement (AG# 90-051) with Washii�;ton State Department of Information Services (DIS) for cooperative purchasing of equipment and software. Wasl�ington State has renegotiated their contract with Adobe and it is now required for each customer of DIS to execlite this agreement in order to purchase Adobe software off of the State contract. Options Considered: 1. Approve the contract with Washington State DIS for purchasing of �dobe software. 2. Deny approval of the contract and provide staff with f�irther direction. MAYOR'S RECOMMENDATION: Mayor recommends approval of the contract with Washington State DIS for purchase of Adobe software. �� MAYOR APPROVAL: Committee DIRECTOR APPROVAL: Council COMMITTEE RECOMMENDATION: I n2ove to forward the proposed Agreement to the May 3, 2011 consent agenda for approval. � � /� �,� .� , Committee Member ommitt� Member PROPOSED COUNCIL MOTION `7 move approval of the purchasing contract for Adobe Software with Washington State Department of Information Services, effective May 4, 2011. " BELOW TO BE COMPLETED BY C/TY CLERKS OFFICE) ���C ACTION: � APPROVED DENIED ❑ TABLED/DEFERRED/NO ACT[ON ❑ MOVED TO SECOND READING (ordinances only) RE VISED — 08/ 12/2010 COUNCIL BILL # 1 reading Enactment reading ORDINANCE # RESOLUTION #