Service Solicited - 2015 - ShoreTel, Inc - ShoreTel Addendum Data Communications Products & ServicesPARTICIPATING ADDENDUM
WSCA-NASPO COOPERATIVE PURCHASING ORGANIZATION
DATA COMMUNICATIONS PRODUCTS AND SERVICES 14-19
Administered by the State of Utah (hereinafter "Lead State")
MASTER AGREEMENT
ShoreTel, Inc
Master Agreement No: AR627
(hereinafter "Contractor")
And
City of Eagle
(hereinafter "Participating State/Entity")
Page 1 of 4
1. Scone: This addendum covers the Data Communications Products and Services 14-20 contracts
led by the State of Utah for use by state agencies and other entities located in the Participating
State/Entity authorized by that state's statutes to utilize state/entity contracts with the prior
approval of the state's chief procurement official. All capitalized terms not defined herein shall
have the meanings assigned to them in the Master Agreement.
2. Participation: Use of specific WSCA NASPO cooperative contracts by agencies, political
subdivisions and other entities (including cooperatives) authorized by an individual state's
statutes to use state/entity contracts are subject to the prior approval of the respective State Chief
Procurement Official. Issues of interpretation and eligibility for participation are solely within the
authority of the State Chief Procurement Official.
3. Participating State/EntityMgdi figggons or Ad tions to Magfg Agreement;
(These modifications or additions apply only to actions and relationships between the Contractor
and the Participating State/Entity.)
a Limitation of Liability. Notwithstanding any other provisions in the Master Agreement or
hereof, Contractor shall not be liable for any claim based on Participating State/Entity's
use of the Products after Contractor has informed Participating State/Entity of modifications
or changes in the Products required to avoid such claims and offered to implement those
modifications or changes, if such claim would have been avoided by implementation of
Contractor's suggestions.
Except for those obligations under Intellectual Property Infringement, and General
Indemnity, notwithstanding any other provisions in the Master Agreement or hereof, all
liability of Contractor and its suppliers to any Participating State/Entity for claims arising
under the Master Agreement, the Participating Addendum or otherwise shall be limited to
Three Million Dollars ($3,000,000). This limitation of liability is cumulative and not per
incident.
g. Notwithstanding any other provisions in the Master Agreement or hereof, in no event shall
Contractor or its suppliers be liable for any incidental, special, indirect, or consequential
damages, or lost or damaged data (except for a loss of Purchaser data caused by
PARTICIPATING ADDENDUM
WSCA-NASPO COOPERATIVE PURCHASING ORGANIZATION
DATA COMMUNICATIONS PRODUCTS AND SERVICES 14-19
Administered by the State of Utah (hereinafter "Lead State")
MASTER AGREEMENT
ShoreTel, Inc
Master Agreement No: AR627
(hereinafter "Contractor")
r=te
City of Eagle
(hereinafter "Participating State/Entity")
Page? of 4
Contractor's negligence), arising in tort (including negligence), or otherwise, even if
Contractor or its suppliers have been informed of the possibility thereof.
Defaults and Remedies. 18 calendar days shall be replaced by 30 calendar days in
Section 7(b) of the Master Agreement.
e. Indemnification - inteIlegm RM12gW_: In Section 12 of the Master Agreement,
"Intellectual Property rights" shall be replaced with "United States patents or
copyrights," the last sentence of Section 12 shall be deleted and the following shall
be added at the end of Section 12:
If the Products, or any part thereof, are, or in the opinion of Contractor become, the
subject of any claim for infringement of any third party United States patent,
trademark or copyright, or if it is determined by a court of competent jurisdiction
that the Products, or any part thereof, infringes any third party United States patent
trademark or copyright then Contractor may, at its option and expense, either:
(a) procure for Buyer the right under such third party United States patent,
trademark or copyright to sell or use, as appropriate, the Products; or
(b) replace or modify the Products or parts thereof, with other suitable
and reasonably equivalent technology or parts so that the Products
become non -infringing; or
(c) if it is not commercially reasonable to take the actions specified in terms
(a) and (b) immediately preceding, then Contractor shall accept return of
such Products and shall offer Buyer a refund equal to the amounts paid by
Buyer for such returned Products.
f. Stanaar� of Perforzriance and Acceptance. The second through eighth sentences of
Section 26 of the Master Agreement shall be deleted and replaced by the following:
Goods furnished under this contract shall be subject to inspection and test by the
Purchaser at times and places determined by the Purchaser. If a product is found to
be defective within 30 days from shipment from Contractor or an authorized
distributor, Contractor will replace that product with new product. For products not
covered by a support contract, Contractor must receive the defective product first
and will replace with new/like new equivalent product at Contractor discretion.
Product under a support contract will be advance replaced by new or like new
PARTICIPATING ADDENDUM
WSCA-NASPO COOPERATIVE PURCHASING ORGANIZATION
DATA COMMUNICATIONS PRODUCTS AND SERVICES 14-19
Administered by the State of Utah (hereinafter "Lead State")
MASTER AGREEMENT
ShoreTel, Inc
Master Agreement No: AR627
(hereinafter "Contractor")
And
City of Eagle
(hereinafter "Participating State/Entity")
Page 3 of 4
equivalent product. This pertains to defective product only and does not apply to
sales returns. Return of goods will fall within the Contractor's RMA process or DOA
process, whichever applies.
W,t Contractor's standard warranty is set forth at http://www.shoretel.com
and replaces Section 30 of the Master Agreement.
4. Lease eements. Equipment lease agreement terms and conditions included in the Master
Agreement have been approved for use by the Participating State/Entity and any restrictions or
requirements for the use of the lease agreement language in the Master Agreement.
S. Primaa Contacts: The primary contact individuals for this Participating Addendum are
as follows (or their named successors):
Name Shane Harper -
Address 960 Stewart Drive
Sunnvvale, CA 94085
Fax
E-mail
EarticWating State/Enft
Name: Sharon Bergmann
Address: 660 E. Civic Lane, Eagle, Idaho 83616
Telephone: 208-939-9813
Fax: 208-939-6827
E-mail: sbergmann@cityofeagle.org
6. Subcontractors All Contractor dealers and resellers (a) authorized by Contractor in the
State of Idaho, or (b) in the case of an Independent Participating Addendum,
approved by Contractor, are approved to provide sales and service support to participants
in the WSCA-NASPO Master Price Agreement. The Contractor's dealer's participation will
be in accordance with the terms and conditions set forth in the aforementioned Master
PARTICIPATING ADDENDUM
WSCA-NASPO COOPERATIVE PURCHASING ORGANIZATION
DATA COMMUNICATIONS PRODUCTS AND SERVICES 14-19
Administered by the State of Utah (hereinafter "Lead State")
MASTER AGREEMENT
ShoreTel, Inc
Master Agreement No: AR627
(hereinafter "Contractor")
And
City of Eagle
(hereinafter "Participating State/Entity")
Page 4 of 4
Agreement and such dealer's Participating Addendum with Contractor.
7. Orders: Any Order placed by a Participating State/Entity or Purchasing Entity for a Product
and/or Service available from this Master Agreement shall be deemed to be a sale under
(and governed by the prices and other terms and conditions) of the Master Agreement unless the
parties to the Order agree in writing that another contract or agreement applies to such Order.
IN WITNESS WHEREOF, the parties have executed this Addendum as of the date of execution by
both parties below.
Participating State/Entity: Contractor: 5 b Y G TC\ Znc.�
By By: -- .
Name: Name: -
h �o�. lC .. S� YVI�e S�n�e�✓
Titke :. Title:
Date: ;,r— ->-'mss +S Dara• -7'?N I►<
[Additional signatures as required by Participating State/Entity]
For questions on executing a participating addendum, please contact:
WSCA-NASPO
Coordinator I Paul Stembler
651-206-3858
E-mail
(Please email fulily executed PDF copy of this docsssnent to .
naIRD-ORStO support documentation of participation and posting
in appropriate data bases]
Sharon Bergmann
From: Mike Aho
Sent: Tuesday, July 28, 2015 8:16 PM
To: Sharon Bergmann
Subject: Signed Contract to be able to use State Purchasing Agreement for the phone system
Attachments: ID_City of Eagle.pdf
From: Josh Iverson[mailto:Josh.lverson@blackbox.com]
Sent: Tuesday, July 28, 2015 3:16 PM
To: Annie Lloyd <allo d cit ofea le.org>; Mike Aho <maho@cityofeagle.org>
Subject: FW: Updated Black Box ShoreTel premise quote
ShoreTel countersigned this for you.
I am told to look for approvals and updates to the pricing at the end of this week. So I will re -work your quote with the
final numbers and pricing at that point. Thanks Mike.
Josh Iverson I Mid Enterprise Account Manager - NACS
Black Box Network Services
701 S. Allen St., Suite 102 1 Meridian, ID 83642
Direct: 208-287-4325 1 FAX: 208-378-0208
*BLACK BOX
NETWORK SERVICES
YOgIM Watch the new Black Box Video
Lh*--d0^ View Josh's Linked In-pr_ofile
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