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Home My WebLink AboutC2011-044 - 2/25/2011 - NAAPPENDIX C to DIR Contract No. DIRSDD -1273 Gartner, Inc. Services Agreement for the City_of Corpus Christi This Service Agreement ( "SA ") constitutes the complete agreement between Gartner, Inc. of 56 Top Gallant Road, Stamford, CT 06904 ( " faartnee ) and Customer for the Services (as defined below). The SA is based upon and governed by the Contract for Services with the State of Texas Department of Information Services ("DIR ") Contract No. DIR -SDD -1273 between Gartner and DER, the terms of which are incorporated by reference for use by the Customer. The General Terms contained herein and all applicable Vendor Services Descriptions shall apply to this SA and shall be effective when signed by both parties. Customer agrees to subscribe to the following Services for the term and fees set forth below. All fees shall be as set forth in Appendix D of DIR Contract No. DIR -SDD -1273. 1. DEFINITIONS AND ORDER SCHEDULE a. Services are the subscription -based research and related services purchased by Customer in the Order Schedule below and described in the Service Descriptions. b. Service Descriptions, the terms of which are incorporated by reference, are attached to this SA and describe each Service purchased, specify the deliverables for each Service, and set forth any additional terms unique to a specific Service. Service Names and Levels of Access are defined in the Service Descriptions. Gartner may periodically update the names and the deliverables for each Service. If Customer adds Services or upgrades the level of service or access, an additional Service Agreement will be required. Service Name bevel of Access Summer of Users Name of User to be Contract Term Start Contract Term End Date Annual Fee Total Fee $ Licensed Date IT Leaders CIO Essentials 1 Michael Armstrong 3/1/2011 2/28/2012 $46,285 ._. Total Services: (Excluding applicable F ales tax $46, 285 2. PAYMENT TERMS Gartner will invoice Customer in advance for all Services. Payment shall be in accordance with Section 7.C. of Appendix A of the DIR Contract No. DIR -SDD -1273. As per Section 4.C. of DIR Contract No. DIR -SDD -1273 and Section 151.309, Texas Tax Code, Customers under this Contract are exempt from the assessment of State sales, use and excise taxes. Further, Customers under this Contract are exempt from Federal Excise Taxes, 26 United States Code Sections 4253(i) and 0). Please attach any required Purchase Order ( "PO ") to this SA and enter the PO number below. If an annual PO is required for multi- year contracts, Customer will issue the new PO at least 30 days prior to the beginning of each subsequent contract year. Any pre- printed or additional contract terms included on the PO shall be inapplicable and of no force or effect. 3. CUSTOMER BILLING INFORMATIOP Purchase Order Number Invoice Recipient Name I r Jk Billing Address A - e.rz. ;a r a _c �a�- ± v — :3 � 1 g �;4 -3 Invoice Recipient Email Invoice Recipient Tel, No. 4. AUTHORIZATION State of Texas Customer: t i i_�, VP aTJ Ck Gartner, I C. Sir; e ate Sig n ature/Date 02/2 Gartner, Inc. . . -- r / 1 Usa Aguilar Gartner, Inc. - Service Agreement with General Terms - Vemion 110308 - Page I of 3 INDEXED Print Name and Title Print Name and Title Gartner, Inc. - Service Agreement with General Terms - [version 110308 - Page 2 of 3 General Terms and Guidelines for Vendor's Services 1. This SA for subscription -based research and related services (the " Services ") is subject to Section 8.13. of Appendix A of the DIR Contract No. DIR -SDD -1273. 2. Services are the subscription -based research and related services described herein. Service Descriptions, Names and Levels of Access are as detailed for each product offering. Vendor may periodically update the names and the deliverables for each Service. 3. Modification of Services by Vendor. In order to remain current and timely in its Service offerings, Vendor may make minor modifications from time to time in the content of any Service. If Vendor discontinues any Service in its entirety, Customer may, at its option, receive a substitute Service, or obtain a pro rata refund of the fees paid for the discontinued Service. 4. Licensed User is the individual named in the Customer Purchase Order who is licensed to use the Services. Customer will limit access to the Services to the agreed upon number of Licensed Users. 5. Ownership and Use of the Services. Vendor owns and retains all rights to the Services not expressly granted to Customer. Only the individuals named in the Customer Purchase Order (each a " Licensed User may access the Services. Each Licensed User will be issued a unique password, which may not be shared. Customer agrees to review and comply with the Usage Guidelines for Gartner Services (" Guidelines '), which are accessible to all Licensed Users via the "Policies" section of www.gartner.com Among other things, these Guidelines describe how Customer may substitute Licensed Users, excerpt from and/or share Vendor research documents within the Customer organization, and quote or excerpt from the Services externally. Customer may not redistribute copies of individual research documents, by electronic means or otherwise, to non -Users without Vendor's prior written permission. Licensed Users may not reproduce or distribute the Services externally without Vendor's prior written permission, except for external distribution, in their entirety only, of reprints of individual documents purchased by Customer. Customer may excerpt from the Services for external use only if Customer obtains the prior written approval of Gartner Quote Requests, at quote.requests @gartner.com. Any approved external use of the Services must comply with Vendor's Copyright and Quote Policy which may be viewed on the Gartner Vendor Relations section of www.gartner.com Services may not be stored by Customer on any information storage and retrieval system. B. Access to the Services. ID's for access to Vendor Core Research and Analyst Inquiry may not be shared. Access to the Services is restricted to the number of named individuals (each a "Licensed User") as identified in the Customer Purchase Order. 7. Monitoring of Usage. Customer acknowledges and agrees to inform all Licensed Users that Vendor may monitor activity on Vendor's web site, including access to, and use of, the Services by individuals. Upon request, Customer agrees to provide Vendor with assurance from a responsible party (or other relevant evidence) of compliance with these usage terms. 8. DISCLAIMER OF WARRANTIES, THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS, AND VENDOR EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR AS TO ACCURACY, COMPLETENESS OR ADEQUACY OF INFORMATION. CUSTOMER RECOGNIZES THE UNCERTAINTIES INHERENT IN ANY ANALYSIS OR INFORMATION THAT MAY BE PROVIDED AS PART OF THE SERVICES, AND ACKNOWLEDGES THAT THE SERVICES ARE NOT A SUBSTITUTE FOR ITS OWN INDEPENDENT EVALUATION AND ANALYSIS AND SHOULD NOT BE CONSIDERED A RECOMMENDATION TO PURSUE ANY COURSE OF ACTION. VENDOR SHALL NOT BE LIABLE FOR ANY ACTIONS OR DECISIONS THAT CUSTOMER MAY TAKE BASED ON THE SERVICES OR ANY INFORMATION OR DATA CONTAINED THEREIN. CUSTOMER UNDERSTANDS THAT IT ASSUMES THE ENTIRE RISK WITH RESPECT TO THE USE OF THE SERVICES. 9. Customer Confidential Information. Vendor agrees to keep confidential any Customer - specific information communicated by Customer to Vendor that is (i) clearly marked confidential if provided in written form, or (ii) preceded by a statement that such information is confidential, if provided in oral form, and such statement is confirmed in writing within 15 days of its initial disclosure. This obligation of confidence shall not apply to any information that: (1) is in the public domain at the time of its communication; (2) is independently developed by Vendor; (3) entered the public domain through no Fault of Vendor subsequent to Customer's communication to Vendor; (4) is in Vendor's possession free of any obligation of confidence at the time of Customer's communication to Vendor; or (5) is communicated by the Customer to a third party free of any obligation of confidence. Additionally, Vendor may disclose such information to the extent required by legal process. Customer acknowledges that Vendor is in the business of researching and analyzing information technology and this obligation of confidence shall not apply to information obtained by Vendor's research, analysis or consulting organization(s) from other sources. Gartner, kc. -Service agreement with General Terms- Version 110308 -Page 3 of 3