PRDS2627001-Faronics DeepFreeze Subscription Software Price Request Form.pdf

__________________________________(“College”) of THE CITY UNIVERSITY OF NEW YORK (“University”)

This PRDS is only to be used for purchases that include software products or licenses, or include a subscription to web-based services. For all other purchases, please use the Request for Quotes (RFQ) document.

PRICING REQUEST DOCUMENT

FOR SOFTWARE (“PRDS”)

PRDS Number:_________________

Please include the PRDS Number on all related correspondence.

PRDS Issuance Date: _________________

Purpose of PRDS: ________________________________________________________________

PRDS Response Deadline: _____________

THIS IS NOT A PURCHASE ORDER

PRDS Administrator Information:

PRDS Administrator Name: ______________________________________________________

PRDS Administrator Address: ______________________________________________________

PRDS Administrator Phone: _____________________________

PRDS Administrator Fax: _____________________________

PRDS Administrator Email: _____________________________

Item

Description of Product and Services Quantity Unit Unit Price Extended Price

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PRDS#___________

2072-3930-2661, v. 1

Item

Description of Product and Services Quantity Unit Unit Price Extended Price

Price Quote is firm for 90 days from submission, unless otherwise specified in this PRDS. Price Quote $________

Price Quote continued on next page

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2072-3930-2661, v. 1

Instruction to Vendor: Send this completed and signed Quote to the PRDS Administrator:

By signing below I certify that I am an authorized representative of the vendor named above and below.

The vendor hereby offers to provide the software products and services described in this PRDS for the Price Quote and agrees to the terms and conditions of this PRDS.

Vendor Name: _____________________________________

Signature: _________________________________________ Authorized Representative

Name (print): ____________________________

Title (print): _____________________________

Date: ________________________

Price Quote (provide Price Quote in words):

______________________________________________________________dollars

Specifications: Attached: □ Yes, # of pages attached _____. □ No

Additional Vendor Information – Please indicate below which of the following apply to you:

__ is State-certified minority owned

__ is State-certified woman owned

__ is City-certified minority owned

__ sells recycled or remanufactured commodities or technology

__ is a small business

__ is none of the above

Vendor Name & EIN: _____________________

Vendor Address: _________________________

Vendor Phone: ________________________

Vendor Fax: ___________________________

Vendor Email: _________________________

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Price Request Document for Software (“PRDS”) Terms and Conditions

I. All responding vendors (“Respondents”) must submit a quote (“Quote Submission”) that includes a price (“Price Quote”) using the form on pages 1 and 2 of this PRDS. No exceptions or additional terms and conditions will be accepted by the University, except as specified in this PRDS. Each Respondent must enter Respondent’s name, address, email, and contact information, Unit Prices and Extended Prices for each item, and enter the sum of all Extended Prices as its Price Quote. Each Respondent must offer the University its most favorable pricing (or better) offered currently to any customer of the Respondent for the same or generally similar types and amounts of products and/or services. Respondents must direct any questions concerning this PRDS to the College PRDS Administrator identified on page 1 of this PRDS.

II. Price Quote must include all costs and charges for each component of the products and/or services, including, without limitation, all software licenses, subscriptions, implementation, configuration, and any other work set forth in the corresponding specifications (collectively, the “Services”). Sales to the University are not subject to sales and use tax. Do not include any tax in your Price Quote.

III. Respondents must submit its Quote Submission using the form on pages 1 and 2. For purchases of Services that include software licenses (including software-as-a-service or “SaaS”), or any other web-based features, a Respondent may include its standard End User License Agreement, Master Services Agreement, Terms of Use, or similar document (any of which shall be referred to herein as a “EULA”) as part of its Quote Submission for the University’s consideration. No exceptions to the University’s Purchase Order Terms and Conditions, and no other additional terms and conditions will be considered or accepted by the University, and Respondent must include its proposed EULA, if any, with its Quote Submission in order for such terms to be considered by the University. Respondent must include with its Quote Submission a print out (which may be in the form of a PDF document) copy of any terms and conditions referenced in the EULA for the University’s consideration; the University cannot agree to any terms provided by hyperlink. The University may negotiate the proposed EULA’s terms with the Respondent, provided that the final terms must be equally favorable or more favorable to the University than the Respondent’s proposed EULA terms submitted with its Quote Submission, and the University reserves the right to reject the Quote Submission or proposed EULA if the University deems, in the University’s sole discretion, the terms of the proposed EULA to be unacceptable. Subject to the restrictions and conditions set forth herein, including Section IV, below, if the University enters into a contract with the Respondent resulting from this PRDS (“Contract”), then the EULA, as accepted by the University, will be deemed part of the Quote Submission and will become part of the Contract.

IV. The terms of this PRDS shall supersede (i) any conflicting terms in the proposed EULA and/or (ii) any terms in the proposed EULA that do not directly conflict but address the same subject matter as the PRDS and the Purchase Order Terms and Conditions for Software. In any case, and for the avoidance of doubt, Respondent acknowledges and agrees, by submitting a Quote Submission, that any and all of the terms in the Respondent’s proposed EULA relating to the subject matters addressed below shall be deemed void and excluded from the Contract:

a. Neither the University nor any user of the Services (“User”) may be required to defend, indemnify, or hold the Respondent or any third parties harmless for any liabilities, claims, or expenses. The University’s indemnification obligations shall be solely as set forth in Section L of the Purchase Order Terms and Conditions for Software;

b. Any and all limitations of liability of Respondent shall be deemed void. Respondent’s liability shall be limited in accordance with Section M of the Purchase Order Terms and Conditions for Software;

c. Any and all arbitration clauses shall be deemed void;

d. Neither the University nor any User shall be required to grant a license to Respondent to use, reproduce, share, or disclose any User information, any sensitive information of University or User, ___________ College page 5 of 6

2072-3930-2661, v. 1 any confidential information of University or User, or any intellectual property of University or User, as a condition of using the Services, except for the sole purpose of providing the Services;

e. Notwithstanding any disclaimer of warranties, Respondent warrants that the solutions, software, or other products or web-based services provided as part of the Services shall function in all material respects as required by the attached specifications and in accordance with the applicable solution’s, software’s, or other product’s or web-based service’s documentation, throughout the term of the Contract;

f. The University shall not pay any charges, costs, or fees other than those identified and accepted in the Price Quote, for goods delivered or services rendered, and, any requests or requirements that the University pay for costs or charges, such as taxes, interest, penalty or late fees, acceleration costs, cancellation charges, litigation costs, or attorneys’ fees shall be void;

g. The University shall not forfeit rights granted by law or in equity, including, but not limited to:

statutes of limitations, trial by jury, limitation of remedies, requirements to post bond for injunctions, to sue or to limit liability for direct damages for personal injury, death, or damage to real property, tangible property, or intellectual property attributable to the negligence or other tort of the Respondent, its officers, employees, or agents. The University also cannot agree to waive its right to sue or to limit the remedies available to the University against the Respondent, and any provisions indicating that the University has waived such rights or remedies shall be void;

h. Notwithstanding any language to the contrary in the proposed EULA, the terms of the Contract, including all attachments of the PRDS, Quote Submission, and EULA, shall not and cannot be deemed confidential;

i. Any order of precedence or similar terms contained in the proposed EULA shall be void and not considered part of any Contract;

j. Any language in the proposed EULA purporting to disclaim a customer’s (i.e. CUNY’s) superseding terms, shall be void and not considered part of the Quote Submission or the Contract;

k. Any requirement in the proposed EULA that the University maintain insurance shall be void and not considered part of the Quote Submission or Contract;

l. Any renewal clauses in the proposed EULA shall be void; renewal clauses will be set forth in the PRDS and its Specifications, in the Purchase Order Terms and Conditions for Software, and the Purchase Order; and

m. Statute of Limitations. Any provision in the EULA that modifies the statute of limitations or alters the time period within which an action must be brought is void.

V. The University reserves the right to negotiate better prices than offered in the Price Quote in response to this PRDS. The University reserves the right to make no purchase as a result of this PRDS. Any purchase resulting from this PRDS is subject to the requirements of applicable law and University policy, and the University reserves the right to require the submission of additional documents, information, and/or certifications from any Respondent as a condition of purchase.

VI. Quote Submissions must be signed by the Respondent and transmitted to the College PRDS Administrator as required by the PRDS by mail, hand delivery, email, or fax by the PRDS Response Deadline. Delivery by the PRDS Response Deadline to the College PRDS Administrator, including the correct room, is the sole responsibility of each Respondent if sent by mail or hand delivery, and Respondents bear the risk of the failure of delivery for any reason, including, without limitation, due to electronic failure or mechanical breakdown for any faxed or emailed Quote Submissions.

Respondents must direct any questions concerning this PRDS to the College PRDS Administrator identified on page 4. Do not contact anyone at the College other than the College PRDS Administrator.

VII. The Quote Submission offered and any purchase that results from this PRDS shall be governed by the terms and conditions of this PRDS (including, without limitation, any attached specifications and any other terms and conditions attached hereto or incorporated by reference), the University’s standard

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2072-3930-2661, v. 1

Purchase Order Terms and Conditions for Software, the University's applicable1 IT policies (Security Policies & Procedures – The City University of New York), the University’s Information Technology Performance Requirements attached hereto, and the most current version of the Standard Clauses for New York State Contracts, as it may be amended, modified, or supplemented from time to time (“Appendix A”), each of which are incorporated by reference with the same effect as if written here. To the extent that Services will involve the College providing personally identifiable information to the Respondent, then the Quote Submission and Contract are subject to the terms of CUNY’s Information Security Rider, which is attached to the Purchase Order Terms and Conditions for Software and is incorporated herein.

For purchases of Services over $25,000, the University’s Executive Law Article 15-A Provisions (“Article 15A Provisions”) also shall apply, in accordance with law and University policy. The University’s Information Technology Performance Requirements, NYS Appendix A, Purchase Order Terms and Conditions for Software, and the Article 15-A Provisions may be obtained from the College’s Purchasing Office if not attached hereto. The Contract shall supersede any and all “click-through,” “click-wrap,” and other electronically presented or other similar terms and conditions provided by Respondent or any parent or affiliate thereof, and any such terms shall be void. No terms that an end user “clicks through” or purports to accept on behalf of the University shall apply or be binding on the University, College, or the individual. By submitting a Quote Submission in response to this PRDS, you are making an offer to contract with the University on the terms contemplated herein, and the University’s issuance of a formal Purchase Order document (“Purchase Order”) shall create a binding contract with the University for the Products and Services specified in such Purchase Order. The University may issue subsequent Purchase Orders for additional Services not to exceed (individually or in the aggregate) the quantities identified by the University in the PRDS or the Price offered provided by the Respondent in its Price Quote. The University shall have no responsibility to pay for anything delivered or performed prior to the University’s issuance of a Purchase Order. Respondents accept these terms and conditions by signing the Quote Submission, by delivering any of the Services or otherwise performing the terms and conditions of this PRDS, and/or by accepting payment from the University.

VIII. In the event of a conflict among the terms of this PRDS or any of the documents referenced herein as comprising the Contract, such conflicts shall be resolved in the following order of precedence:

a. NYS Appendix A;

b. The terms and conditions of this PRDS, including any specifications;

c. The Purchase Order Terms and Conditions for Software;

d. The University’s applicable IT Policies and Information Technology Performance Requirements;

e. Respondent’s Quote Submission; and

f. Respondent’s EULA, as accepted by the University, if any.

[end of document]

1 The attached Specifications indicate which policies are applicable to this PRDS.

https://www.cuny.edu/about/administration/offices/cis/information-security/security-policies-procedures/ https://www.cuny.edu/about/administration/offices/cis/information-security/security-policies-procedures/ www.cuny.edu/poterms

Description of Product and ServicesRow1:

Deep Freeze Cloud Ultimate EDU Product SKU #: CBU0.NA2LA.SR1.G01.SN

(TOTAL COST FOR FIVE YEARS)

QuantityRow1:

UnitRow1:

EA

Product SKU #: DMC0.NA2LA.SL1.G01.SN

(TOTAL COST FOR FIVE YEARS)

QuantityRow2:

UnitRow2:

EA

Product SKU #: MSU0.NA2LA.SL1.G01.SN

(TOTAL COST FOR FIVE YEARS)

QuantityRow3:

UnitRow3:

EA