HomeMy WebLinkAboutP-23-519 Redgate Software Limited.pdf DocuSign Envelope ID: 1BDEOE94-4576-4621-8OD6-C3F3C20306E1 P-23-519
County of Fresno
Redgate SQL Monitor Subscription EULA
This End User License Agreement ("Agreement") is entered into on 29th September 2023 (the "Effective Date") by and
between County of Fresno, a political subdivision of the State of California with its registered office address located at
2048 Norh Fine Avenue, Fresno, California,93727, United States and Red Gate Software Limited a company incorporated
in England and Wales with its registered office located at Cavendish House, Cambridge Business Park, Cambridge, CB4
OXB, England.
Collectively known as the"Parties" or individually as a "Party".
IMPORTANT NOTICES:
1. This Agreement and Your Redgate quote shall prevail over Your standard terms and conditions (if any) attached
to, enclosed with, or referred to in, Your purchase order or order confirmation.
2. The Parties acknowledge and agree that this Agreement is only applicable to Redgate Quote Q924110.
The Parties hereby agree as follows:
TERMS AND CONDITIONS
1 SUBSCRIPTION
1.1 Evaluation License. You are entitled to a free trial of any SQL Monitor Subscription Software for the purposes of
deciding whether or not the applicable SQL Monitor Subscription Software meets Your requirements ("Evaluation
Period"). During each Evaluation Period the terms in Schedule 1 will apply.
1.2 Subscription License. In consideration of You paying Us the applicable Subscription Fee or Renewal Fee as
appropriate,We grant You a non-exclusive, non-transferable right to access and use the SQL Monitor Subscription
Software during the Subscription Period subject to the terms of this Agreement including any applicable Product
Specific Terms. Use of any Preview Software may be time limited and shall only be used for evaluation.
1.3 The rights under this Agreement are personal to You. You may not rent, lease, sub-license, sell, pledge, assign the
benefit or delegate the burden of this Agreement or any SQL Monitor Subscription Software to anyone, or hold this
Agreement on trust for any other person. You shall ensure that Your employees comply with the terms of this
Agreement and You agree to be responsible for the acts and omissions of Your employees with respect to use of
the SQL Monitor Subscription Software.
1.4 Except as stated in this Agreement, You have no right to use, copy, publish, display, distribute in whole or in part,
modify or translate the SQL Monitor Subscription Software or any part thereof. You may only decompile, reverse
engineer, or disassemble the object code of the SQL Monitor Subscription Software either in whole or in part, as
expressly permitted by any intellectual property law.
1.5 You shall not use the SQL Monitor Subscription Software to develop or license a product that is substantially similar
to or competitive with Our software.
1.6 Third Party Files. The SQL Monitor Subscription Software may contain or be provided with Third Party Files,
which are subject to their own separate license terms. We shall not be liable under this Agreement for Your access
and use of such Third Party Files.Your use of any Third Party Files is subject to Your compliance with the applicable
license terms.
2 OWNERSHIP OF INTELLECTUAL PROPERTY RIGHTS
2.1 You acknowledge that: (a) the SQL Monitor Subscription Software is licensed and not sold, and all Intellectual
Property Rights in or relating to the SQL Monitor Subscription Software are owned by or licensed to Us; (b) except
as expressly granted under this Agreement, You have no rights in the SQL Monitor Subscription Software; and (c)
We shall have the right to use Your name and/or logo on customer lists on Our website and in other marketing
material.
2.2 You hereby agree to refrain from any action which would diminish Our Intellectual Property Rights in or relating to
any SQL Monitor Subscription Software or which would call those rights into question.
2.3 You agree not to delete, remove or alter any trade marks, logos, copyright notices or similar proprietary notices or
marks of Ours or Our licensors, including without limitation any electronic watermarks or other identifiers that may
be incorporated in the SQL Monitor Subscription Software.All representations of Our name or logo must remain as
originally distributed.
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3 PAYMENT
3.1 Each Subscription Fee(together with any levies, duties and/or taxes imposed on You in Your jurisdiction (including,
but not limited to, value added tax, sales tax, use tax and withholding tax)) shall be due on the applicable
Subscription Start Date and paid by You within 45 days of the Redgate invoice being issued to You.
3.2 Any Fees (together with any levies, duties and/or taxes imposed on You in Your jurisdiction (including, but not
limited to, value added tax, sales tax and withholding tax)) shall be paid by You within 45 days of the Redgate
invoice being issued to You.
3.3 We shall submit invoices referencing Your purchase order number (as applicable) to: County of Fresno, Internal
Services Department, Attention: Business Office, 333 W. Pontiac Way, Clovis, California, 93612 or by email to:
isdcontracts(a-)fresnocountvca.pov.
3.4 You may not deduct any amounts from any Fees.
3.5 Where You have obtained any SQL Monitor Subscription Software through a Reseller, the terms You have agreed
with such Reseller solely in relation to payment and invoicing will apply instead of this clause 3, all other terms of
this Agreement shall apply to You and will remain in full force and effect.
4 CONFIDENTIALITY AND FEEDBACK
4.1 The term and conditions of this Agreement, and all information (written, oral or electronic) disclosed by a Party to
the other Party whether before or after the date of signature of this Agreement, and concerning the business affairs
of the disclosing party including any information relating to that Party's operations, processes, plans, intentions,
product information, know-how, designs, trade secrets, software, market opportunities, customers, data, reports,
research results, records and other information of any kind whatsoever, developed or acquired by any Party in
connection with this Agreement ("Confidential Information"), will be treated by the Parties as confidential. No
Party will reveal or otherwise disclose such Confidential Information to any third party without the prior written
consent of the other Party, other than to its Affiliates. The provisions of this clause 4, shall also apply with respect
to disclosures to and from Redgate's Affiliates. The structure, organization, and source code of the SQL Monitor
Subscription Software, and any information related thereto in any documentation are Confidential Information of
Ours or Our licensors.
4.2 The provisions within clause 4.1 will not apply to the extent that:
4.2.1 such information is in the receiving party's possession free from any restriction as to its use or
disclosure; or
4.2.2 the receiving party can demonstrate that such information is in the public domain (other than as a
result of an unauthorized disclosure).
4.3 Regardless of clause 4.1, the Parties are permitted to disclose Confidential Information of the other Party as
required to disclose by law provided that prior to such disclosure the disclosing party has: (a)given the other Party
reasonable written notice of such proposed disclosure; and (b) agreed with the other Party the content of the
disclosure, provided that it shall not limit the disclosure in a manner which would prevent the disclosing party from
complying with a statutory or regulatory obligation or courtorder. You will provide Redgate with reasonable notice
should a third party make a public record request regarding the business relationship between the Parties, in the
event of a public records request, Redgate will have the right to seek equitable relief, should the public record
request require You to disclose Redgate's Confidential Information.
4.4 If You provide any ideas, suggestions or other input to Redgate relating to any Redgate products including Preview
Software ("Feedback"), Redgate may use such Feedback at its sole discretion including in the development and
licensing of its products, without any obligations or restrictions.
5 WARRANTY AND SUPPORT
5.1 We warrant to You that:
5.1.1 We own the Intellectual Property Rights in the SQL Monitor Subscription Software and/or have the
right to grant a license to You;
5.1.2 in creating the SQL Monitor Subscription Software, We have not knowingly infringed the intellectual
property rights of third parties; and
5.1.3 for a period of 90 days from the first installation of the SQL Monitor Subscription Software (or, if
applicable, 90 days from the end of the Evaluation Period if You continue to use the SQL Monitor
Subscription Software) the SQL Monitor Subscription Software shall operate substantially in
accordance with its description. However, You acknowledge that the SQL Monitor Subscription
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Software is of such a complexity that there may be inherent defects and that therefore We can give no
warranty that the SQL Monitor Subscription Software is free from error or defect or that operation of
the SQL Monitor Subscription Software shall be uninterrupted.
5.2 Other than as provided for in clause 5.1, We do not offer any warranty related to the SQL Monitor Subscription
Software and/or the support provided, either express or implied, including but not limited to implied warranties of
fitness for purpose or satisfactory quality, save for any non-excludable rights and remedies You may have under
law. The SQL Monitor Subscription Software has been developed as a standard product for use by a wide variety
of users and so We are unable to warrant that the SQL Monitor Subscription Software will meet any particular user's
needs. You shall take full responsibility for ensuring that the SQL Monitor Subscription Software is suitable for Your
intended purposes and to facilitate investigation into such suitability, We offer a free Evaluation Period.
5.3 Regardless of clause 5.1, any Preview Software is provided "AS IS", with no representation, guarantee or warranty
of any kind as to its functionality, quality, performance, suitability or fitness for purpose. All other terms, conditions,
representations and warranties expressed or implied whether by statute or otherwise are hereby expressly
excluded, and the provisions of clauses 5.1, 5.4 and 9.2 shall not apply to the Preview Software. Further Redgate
is under no obligation to release the Preview Software as part of the SQL Monitor Subscription Software or any
other software.
5.4 Support. In relation to and without prejudice to the generality of clause 5.2 above, We provide support to users of
SQL Monitor Subscription Software via Our website, user forums, by email and by phone. The support is provided
subject to the terms of this Agreement. You accept that, although We will use reasonable efforts to solve problems
identified by You, the nature of software is such that no guarantee can be provided that any particular problem will
be solved. You accept that, where a particular problem requires an update to the SQL Monitor Subscription
Software, the scheduling of any new releases and the functionality those releases contain shall be under Our sole
control.
6 LIMITATION AND EXCLUSION OF LIABILITY
6.1 Nothing in this Agreement shall limit or exclude either Party's liability for: (a) personal injury or death resulting from
negligence; (b)fraud; or(c)any other matter for which liability cannot be excluded by law.
6.2 Subject to clause 6.1, neither Party shall be liable to the other Party for any indirect, special or consequential loss
or damage whatsoever arising under or in relation to this Agreement (whether in contract, tort (including
negligence), or otherwise). We shall not be liable to You for any of the following types of loss or damage arising
under or in relation to this Agreement: (a) any loss of profits, business, contracts, anticipated savings, goodwill, or
revenue; or(b)any loss, or corruption, of software or data; or(c)any loss of use of hardware, software or data.
6.3 Subject to clauses 6.1 and 6.2 Our aggregate liability under and in connection with this Agreement howsoever
caused shall be limited in all cases to the aggregate sum of the Subscription Fees or Renewal Fees (as applicable)
paid in the 12 months prior to the event giving rise to the liability.
6.4 The provisions of this clause allocate risks under this Agreement between You and Us, and the Fees reflect this
allocation of risks and these limitations of liability.
7 SUBSCRIPTION PERIOD, TERMINATION AND RETIRED SOFTWARE
7.1 Your license to the SQL Monitor Subscription Software shall commence on the applicable Subscription Start Date
and, unless terminated earlier in accordance with this clause 7, shall continue for the Initial Subscription Period.
Thereafter, Your license shall be renewed upon Your request for the period set forth in the Redgate renewal quote
provided to You (each a"Renewal Period").
7.2 We may terminate Your license and this Agreement immediately upon written notice to You if: (a)You fail to make
payments for the SQL Monitor Subscription Software when due and You do not make payment within 10 days of
being notified in writing to do so; or (b) You breach any of the provisions of this Agreement other than payment,
which are either not capable of being remedied or where they are capable of being remedied and You fail to remedy
within 30 days of being notified to do so; or (c) You take or have taken against You (other than in relation to a
solvent restructuring) any step or action which would result in You; (i) entering into bankruptcy, administration,
provisional liquidation or any composition or arrangement with Your creditors; (ii) being wound up (whether
voluntarily or by order of the court), (iii) being struck off the register of companies; (iv) having a receiver appointed
to any of Your assets, or You entering a procedure in any jurisdiction with similar effect to the provisions in this
subclause (c).
7.3 You may terminate Your license and this Agreement upon 30 days written notice to Us if: (a) We breach any of
provisions of this Agreement, which are either not capable of being remedied or where they are capable of being
remedied and We fail to remedy with 30 days of being notified to do so; or (b) We take or have taken against Us
(other than in relation to solvent restructuring) any step or action which would result in Us; (i) entering into
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bankruptcy, administration, provisional liquidation or any composition of arrangement with Our creditors; (ii) being
wound up (whether voluntarily or by order of the court), (iii) being struck off the register of companies; (iv) having a
receiver appointed to any of Our assets, or if We enter a procedure in any jurisdiction with similar effect to the
provisions in this subclause (b).
7.4 Termination for Non-Allocation of Funds. The terms of this Agreement are contingent on the approval of funds
by the appropriating government agency. If sufficient funds are not allocated, then the County, upon at least 30
days' advance written notice to Redgate, may: (a) modify the licenses provided by Redgate under this Agreement;
or(b)terminate this Agreement.
7.5 When all of Your licenses to SQL Monitor Subscription Software have expired or been terminated then this
Agreement shall terminate in its entirety.
7.6 Upon termination or expiration of Your license, You must cease use of the SQL Monitor Subscription Software, and
uninstall, destroy or put beyond use all copies of the SQL Monitor Subscription Software in Your possession or
control. Upon termination of this Agreement the provisions of clauses 1.5, 1.6, 2, 3 (for any Fees that remain due
and owing), 4, 5.2, 5.3, 6,7, 9, 10.1 to 10.11 and 11 will remain in effect.
7.7 The termination of this Agreement howsoever arising shall not affect the rights, duties and liabilities of either Party
accrued prior to termination.
7.8 Retired Software.We reserve the right to retire any SQL Monitor Subscription Software on written notice by Us at
any time to come into effect at the end of Your then current Initial Subscription Period or Renewal Period (as the
case may be). Upon receipt of such notice, You will no longer be entitled to renew Your licenses to such SQL
Monitor Subscription Software.
8 DATA COLLECTION AND PRIVACY NOTICE
8.1 Information collected by Us will only be used for the purposes described in this Agreement. Please see Our Privacy
Notice, for further information on how We collect and use data which can be viewed at: https://www.red-
gate.com/privacy.
8.2 Nothing herein shall be construed as prohibiting Us from utilizing any Usage Data, which We may collect to
optimize and improve the SQL Monitor Subscription Software, or otherwise operate Our business. Where Your
Usage Data is combined with Usage Data of other Redgate customers, all Usage Data shall be de-identified and
presented in an anonymous and aggregate format so that such Usage Data will not disclose Your identity as a
Redgate customer or the identity of any of Your employees to any third party, other than as expressed in Our
Privacy Notice.
8.3 You hereby authorize Us to aggregate and collect, for Our own purposes and analysis, user information, usage
stats and other relevant data about Your use of the SQL Monitor Subscription Software as part of the Usage Data.
9 THIRD PARTY CLAIMS
9.1 You agree to indemnify Us from any loss or damage whether in contract, tort(including negligence), or otherwise,
if a third party claims that Your use of the SQL Monitor Subscription Software causes Us any loss or damage,
except in the circumstances in clause 9.2 below.
9.2 If any claim is brought against You alleging that Your use of the SQL Monitor Subscription Software in accordance
with this Agreement infringes the rights of any third party, You shall promptly notify Us and supply full details of the
claim. The two of us shall consult together on an appropriate course of action and seek to minimize the effect of
any claim on the respective businesses. We shall have the right, but not the obligation, to take control of all
negotiations and litigation arising out of the claim. We will pay any damages and costs awarded against You in
connection with any claim subject to the limitations of liability in clause 6.We shall have the right,at Our sole choice,
toeither: (a) use reasonable efforts to negotiate terms for continued use by You of the claimed infringing software;
or (b) use reasonable efforts to modify the SQL Monitor Subscription Software to make it non-infringing; or (c)
terminate this Agreement with immediate effect and in such event, We shall refund to You a pro rata refund of the
Fees paid to Us for the period from termination to expiration of the current Subscription Period.
10 GENERAL
10.1 Governing law and settlement of disputes. This Agreement (and any dispute or claim relating to it, or its
formation, existence, construction, performance, validity or termination) will be governed by and construed in
accordance with the federal law of the United States of America and in the absence of controlling federal law, in
accordance with the laws of the State of New York (other than the Uniform Computer Information Transactions Act
("UCITA"), and without giving effect to any conflict of laws, provisions, or rules that would cause the application of
the laws of any other jurisdiction). The parties agree that UCITA as it may be adopted by governmental bodies
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from time to time shall not apply to the Agreement.The United States District Court for the Southern District of New
York located in New York shall have non-exclusive jurisdiction to settle any dispute or claim relating to it, or its
formation, existence, construction, performance, validity or termination. The parties waive their respective rights
to trial by jury of any cause of action, claim, counterclaim, or cross-complaint in any action, proceeding and/or
hearing brought by either party against the other on any matter whatsoever arising out of, or in any way connected
with, the Agreement.
10.2 Compliance with applicable law. You agree that, notwithstanding clause 10.1 above, You may be subject to
additional laws in other jurisdictions with respect to Your use of the SQL Monitor Subscription Software in such
jurisdictions. You agree to comply with the laws of any such jurisdiction including, without limitation, any applicable
export laws or regulations.
10.3 Severability. If any provision or part of any provision in this Agreement is found to be illegal, invalid or
unenforceable for any reason then the remaining provisions or part provisions remain unaffected and the Parties
shall meet promptly to discuss in good faith and agree an alternative provision or part provision that provides as
closely as possible, the same commercial effect as the original.
10.4 No waiver. No failure or delay by any Party to exercise any right, power or remedy will operate as a waiver of it,
nor will any partial exercise preclude any further exercise of the same, or of some other right, power or remedy.
10.5 No third party rights. We and You do not intend that any of this Agreement will be enforceable by virtue of the
Contracts (Rights of Third Parties)Act 1999 by any person not a Party to it and all rights by virtue of the Contracts
(Rights of Third Parties)Act 1999 are hereby excluded.
10.6 No Assignment. The Parties are not permitted to assign or transfer this Agreement, or any rights granted to either
Party to any third party without the other Party's prior written consent, which consent shall not be unreasonably
withheld, conditioned or delayed. If a Party consents to the assignment, this Agreement will be binding on its
successors and assigns.
10.7 Audit. Where the business model and payment for the SQL Monitor Subscription Software is dependent on Your
level of use (e.g. number of people or servers), You agree that We shall be entitled to inspect Your records annually
to ensure that You are in compliance with the terms of this Agreement and have not exceeded the use that You
have paid for. Any audit may be conducted by Us or Our third party agents during normal business hours.
10.8 Entire agreement. This Agreement including its schedules which are incorporated herein and form part of the
Agreement, together with Your Redgate quote contains all the terms which the Parties have agreed in relation to
the subject matter of this Agreement and supersedes any prior oral agreements, representations or understandings
between the Parties in relation to such subject matter.
10.9 Revisions to terms. The Parties agree that this Agreement will take precedence over and supersede and replace
any click to agree terms presented on download and/or installation of the SQL Monitor Subscription Software.
10.10 Intentionally deleted.
10.11 Notices. References to notices being "written" or"in writing" includes email. Notices shall be sent to:
County of Fresno: Redgate:
Director of Internal Services/Chief Information officer Attn: Legal and Compliance Team
County of Fresno Red Gate Software Limited
333 W. Pontiac Way Cavendish House
Clovis Cambridge Business Park
California Cambridge
93612 CB4 OXB
United States United Kingdom
isdcontracts(d-)fresnocountvca.gov eula red-aate.com
10.11.1 Legal Notices to Redgate's California Agent. Redgate represents to the County that Redgate's agent
for service of process in California, and that such agent's address for receiving such service of process
in California is as follows: Red Gate Software, Inc., Attn: Legal and Compliance Team, 680 East
Colorado Boulevard, Suite 180 and 2nd Floor#1814, Pasadena, California, 91101, United States. With
copy to: eula@red-gate.com.
10.12 Insurance. During this Agreement We shall procure insurance with the following limits:
• Employers liability£10,000,000 any one claim
• Public Liability£10,000,000 any one claim
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• Products Liability£10,000,000 in the aggregate
• Professional Indemnity£5,000,000 any one claim
• Cyber Liability£5,000,000 any one claim
10.13 Self-Dealing Transaction Disclosure. As of the Effective Date of this Agreement, if Redgate's Board Members
have any financial interest in the County of Fresno, Redgate shall complete the Self-Dealing Transaction Disclosure
Form set out in Schedule 3.
10.14 Data Security. Where Redgate are processing data on behalf of the County of Fresno other than as expressed
under this Agreement,the data security terms set out in Schedule 4 shall apply. For the avoidance of doubt Redgate
are not processing data on behalf of the County of Fresno under this Agreement. Where the County believes
Schedule 4 is applicable the County shall notify Redgate and the Parties shall consult together to mutually agree
the relevant data security terms.
11 DEFINITIONS
11.1 In this Agreement, capitalized terms shall have the meanings set out below or the relevant Schedule.
"Affiliate" means any entity owned by, controlling, or controlled by, or under common control with, directly or
indirectly, a party;
"County", "County of Fresno", "You" and "Your", means an organization or legal entity whereby either: (i) an
employee or individual contractor of such organization or legal entity has downloaded and/or installed the SQL
Monitor Subscription Software for use by or in such organization or legal entity, or(ii)the SQL Monitor Subscription
Software has been installed automatically or via a script for use by or in such organization or legal entity;
"Customer Portal" means the customer portal We may make available to You to manage Your use of the SQL
Monitor Subscription Software;
"Fees" means the Subscription Fee and/or Renewal Fee and any other fees as set out on Your Redgate invoice;
"Initial Subscription Period" means the initial period agreed with Us (as stated on Our invoice or on Your account
page on Our Customer Portal), starting on the Subscription Start Date;
"Intellectual Property Rights" means patents, registered designs, registered trade and service marks, registered
copyright and modifications to and applications for any of the foregoing and the right to apply for protection for such
registered rights anywhere in the world and inventions, discoveries, copyright, database right, unregistered trade
or service marks, brand names or know-how and any similar or equivalent rights whether capable of registration or
not arising, applied for or granted worldwide;
"Our", "Redgate", "Us", and "We" means Red Gate Software Limited, a company registered in England with
company number 3857576 and registered office at Cavendish House, Cambridge Business Park, Cambridge CB4
OXB, England;
"Preview Software" means any beta version of the SQL Monitor Subscription Software made available to You for
evaluation prior to full release;
"Privacy Notice" means the document entitled Privacy Notice on Our website (https://www.red-aate.com/privacy);
"Product Specific Terms" means the terms applicable to a specific item of SQL Monitor Subscription Software as
set out-in Schedule 2;
"Renewal Fee" means the fees payable by You under this Agreement to Us for the relevant SQL Monitor
Subscription Software during the Renewal Period (excluding VAT and all other relevant taxes, where applicable),
as detailed by Us from time to time including through Our website or Our Customer Portal, as part of a written
quotation or renewal;
"Renewal Periods" has the same meaning set out in clause 7.1;
"Reseller" means any third party authorized by Us to sell licenses to the SQL Monitor Subscription Software;
"Subscription Fee"means the fee payable by You to Us for the relevant SQL Monitor Subscription Software during
the Initial Subscription Period (excluding VAT and all other relevant taxes, where applicable), as detailed by Us
from time to time including through Our website or Our Customer Portal, as part of a written quotation;
"Subscription Period" means the Initial Subscription Period together with any subsequent Renewal Periods;
"SQL Monitor Subscription Software" means the SQL Monitor Subscription Software as is selected by You and
licensed to You under this Agreement, but expressly excluding the Third Party Files;
"Subscription Start Date" means the earlier of: (a) the date of the invoice issued to You by Us under this
Agreement; or(b)the date You pay the Subscription Fee;
"Third Party Files" means the files identified in the installer, documentation, readme's or notice files for the
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applicable SQL Monitor Subscription Software as third party files, including any open source software or third party
plug-ins; and
"Usage Data" means the statistical usage data derived from the operation of the SQL Monitor Subscription
Software, including any activity data of Yours and Your employees and the performance results for the SQL Monitor
Subscription Software. This Usage Data shall exclude Your confidential information.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the Effective Date.
SIGNED for and on behalf of SIGNED for and on behalf of
RED GATE SOFTWARE LIMITED COUNTY OF FRESNO
DOCUSigned by:
. rr l Gary Connuelle
Gary C O r n u e I I e Dateai2023.10 02y07:59:11 r07 00'
,,,
Signature: Signature:
E�55�502F�8A8442�E... .......................................................................................................................................................................................................
Name: 7eff Eneberi Name: Gary E COrnuelle
...................................................................................................................................................................................................................... .......................................................................................................................................................................................................
Position: General Counsel Position: Purchasing Manager
...................................................................................................................................................................................................................... ............................................................................____________...................................................................................................
Date: 29 September 2023 1 8:29 PM BST Date: 1 0/2/2023
....................................................................................................................................................................................................................... ........................................................................................................................................................................................................
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Schedule 1
Evaluation Period
1 We grant You the right to use the SQL Monitor Subscription Software for the applicable Evaluation Period. The
length of the Evaluation Period is confirmed on the relevant product page for the applicable SQL Monitor
Subscription Software on Our website. The Evaluation Period may be extended by written agreement with Us.
2 To the extent permitted by law and subject to the other non-excludable rights and remedies You may have under
law in relation to the relevant SQL Monitor Subscription Software, during any Evaluation Period, You hereby agree
that any SQL Monitor Subscription Software is provided AS IS with no representation, guarantee or warranty of any
kind as to its functionality, quality, performance, suitability or fitness for purpose. All other terms, conditions,
representations and warranties expressed or implied whether by statute or otherwise are hereby expressly
excluded.
3 We shall not be liable for any claim, damages or other liability arising from or in connection with Your use of any
SQL Monitor Subscription Software during an Evaluation Period.
4 For the avoidance of doubt, during any Evaluation Period: (a) clauses 5.1, 6.3 and 9.2 of this Agreement shall not
apply; and (b)clause 9.1 shall apply except that the reference to clause 9.2 is deleted.
5 Before or upon expiry of any Evaluation Period:
(a) if, in Your sole opinion, the SQL Monitor Subscription Software has met Your requirements, and You
wish to continue to use the SQL Monitor Subscription Software beyond the end of the Evaluation
Period, You can decide whether to obtain the equivalent Subscription Fee version. The Evaluation
Period shall automatically terminate when You place an order for the SQL Monitor Subscription
Software. Once the appropriate license has been obtained or You have placed Your order, this
Agreement shall continue in force (except that this Schedule 1 shall no longer apply).
(b) if You decide that the SQL Monitor Subscription Software does not meet Your requirements, or
otherwise do not wish to enter into a paid up license, then You shall destroy the SQL Monitor
Subscription Software and all copies, in any form including partial copies of the SQL Monitor
Subscription Software received from Us or made in connection with this evaluation and all
documentation relating thereto.Any rights of Yours to use the SQL Monitor Subscription Software shall
cease.
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Schedule 2
Product Specific Terms
1 Definitions
1.1 The following definitions shall apply:
"Client Component" means, any component of the Per Server Subscription Software directed to or otherwise
provided for accessing the Server;
"Per Server Software" means the SQL Monitor Subscription Software is licensed on a "Per Server" basis;
"Server" means all or part of an operating system instance, or all or part of virtual (or other emulated) operating
system instance which enables separate machine identity (primary computer name or similar unique identifier) or
separate administrative rights, and instances of applications, if any, configured to run on the operating system.
There are two types of Server, physical and virtual. A physical hardware system can have one physical Server
and/or one more virtual Servers; and
"Server Component" means, any component of the Per Server Software directed to or otherwise provided for
installation on the Server.
2 SQL Monitor
2.1 SQL Monitor Subscription Software is licensed on a Per Server basis.
2.2 The Server Component is licensed for use on a single Server owned, leased and/or controlled by You for Your
internal use.
2.3 Where the SQL Monitor Subscription Software Per Server Software includes a Client Component, You may use
and install such Client Component on more than one Servers leased and/or controlled by You for Your internal use.
2.4 Where You are using the SQL Monitor Subscription Software on Servers owned, leased and/or controlled by You,
You are entitled to monitor a single Server for each Per Server Software entitlement.
2.5 Where You are using the SQL Monitor Subscription Software in a cloud environment;
2.5.1 if You are using the SQL Monitor Subscription Software with an Azure Database (PaaS) environment,
You are entitled to monitor either 1 managed instance or up to 5 single Azure SQL Databases for each
Per Server Software entitlement; or
2.5.2 if You are using the SQL Monitor Subscription Software with the Amazon Relational Database Services
(RDS), You are entitled to monitor 1 relational database for each Per Server Software entitlement.
2.6 Where You are using the SQL Monitor Subscription Software to monitor a clustered environment, You will need an
entitlement to monitor every Server in the cluster.
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County of Fresno
Schedule 3
Self-Dealing Transaction Disclosure Form
In order to conduct business with the County of Fresno ("County"), members of Redgate's board of directors ("County
Contractor"), must disclose any self-dealing transactions that they are a party to while providing goods, performing
services, or both for the County. A self-dealing transaction is defined below:
"A self-dealing transaction means a transaction to which the corporation is a party and in which one or more of its
directors has a material financial interest."
The definition above will be used for the purposes of completing this disclosure form.
Instructions
(1) Enter board member's name,job title (if applicable), and date this disclosure is being made.
(2) Enter the board member's company/agency name and address.
(3) Describe in detail the nature of the self-dealing transaction that is being disclosed to the County. At a minimum,
include a description of the following:
a. The name of the agency/company with which the corporation has the transaction; and
b. The nature of the material financial interest in the Corporation's transaction that the board member has.
(4) Describe in detail why the self-dealing transaction is appropriate based on applicable provisions of the Corporations
Code.
The form must be signed by the board member that is involved in the self-dealing transaction described in Sections (3)and
(4).
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(1) Company Board Member Information:
Name: Date:
Job Title:
(2) Company/Agency Name and Address:
(3) Disclosure (Please describe the nature of the self-dealing transaction you are a party to)
(4) Explain why this self-dealing transaction is consistent with the requirements of
Corporations Code§ 5233 (a)
(5) Authorized Signature
Signature: Date:
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County of Fresno
Schedule 4
Data Security
Applicability. As set out in clause 10.14 of the Agreement this Schedule 4 is only applicable where Redgate are processing
data on behalf of the County of Fresno.
A. Definitions.
Capitalized terms used in this Schedule 4 have the meanings set forth in this section A.
"Authorized Employees" means Redgate's employees who have access to Personal Information being processed on behalf
of the County.
"Authorized Persons" means: (i) any and all Authorized Employees; and (ii) any and all of Redgate's subcontractors,
representatives, agents, outsourcers, and consultants, and providers of professional services to Redgate,who have access to
Personal Information and are bound by law or in writing by confidentiality obligations sufficient to protect Personal Information
in accordance with the terms of this Schedule 4.
"Director" means the County's Director of Internal Services-Chief Information Officer or his or her designee.
"Disclose"or any derivative of that word means to disclose, release, transfer, disseminate, or otherwise provide access to or
communicate all or any part of any Personal Information orally, in writing, or by electronic or any other means to any person.
"Person" means any natural person, corporation, partnership, limited liability company,firm, or association.
"Personal Information" means any and all information, including any data provided, or to which access is provided, to
Redgate by or upon the authorization of the County, including but not limited to vital records, that: (i) identifies, describes, or
relates to, or is associated with, or is capable of being used to identify, describe, or relate to, or associate with, a person
(including, without limitation, names, physical descriptions, signatures, addresses, telephone numbers, e-mail addresses,
education,financial matters, employment history, and other unique identifiers, as well as statements made by or attributable to
the person); (ii)is used or is capable of being used to authenticate a person(including,without limitation,employee identification
numbers, government-issued identification numbers, passwords or personal identification numbers (PINS), financial account
numbers, credit report information, answers to security questions, and other personal identifiers); or is personal information
within the meaning of California Civil Code section 1798.3, subdivision (a), or 1798.80, subdivision (e). Personal Information
does not include publicly available information that is lawfully made available to the general public from federal, state, or local
government records.
"Privacy Practices Complaint"means a complaint received by the County relating to Redgate's(or any Authorized Person's)
privacy practices,or alleging a Security Breach. Such complaint shall have sufficient detail to enable the Contractor to promptly
investigate and take remedial action under this Schedule 4.
"Security Safeguards" means physical, technical, administrative or organizational security procedures and practices put in
place by Redgate (or any Authorized Persons)that relate to the protection of the security, confidentiality, value, or integrity of
Personal Information. Security Safeguards shall satisfy the minimal requirements set forth in subsection C.(5)of this Schedule
4.
"Security Breach" means(i)any act or omission that compromises either the security, confidentiality,value, or integrity of any
the County's Personal Information or the Security Safeguards, or (ii) any unauthorized Use, Disclosure, or modification of, or
any loss or destruction of, or any corruption of or damage to, any Personal Information.
"Use" or any derivative thereof means to receive, acquire, collect, apply, manipulate, employ, process, transmit, disseminate,
access, store, disclose, or dispose of Personal Information.
B. Standard of Care.
(1) Redgate acknowledges that, in the course of its engagement by the County under this Schedule, Redgate, or any
Authorized Persons, may Use Personal Information only as permitted in this Agreement.
(2) Redgate acknowledges that Personal Information is deemed to be confidential information of,or owned by, the County
(or persons from whom the County receives or has received Personal Information) and is not confidential information
of, or owned or by,the Contractor, or any Authorized Persons.The Contractor further acknowledges that all right, title,
and interest in or to the Personal Information remains in the County(or persons from whom the County receives or has
received Personal Information)regardless of Redgate's, or any Authorized Person's, Use of that Personal Information.
(3) Redgate agrees and covenants in favor of the County that Redgate shall: (i)keep and maintain all Personal Information
in strict confidence, using such degree of care under this Subsection B as is reasonable and appropriate to avoid a
Security Breach; (ii) Use Personal Information exclusively for the purposes for which the Personal Information is made
accessible to Redgate pursuant to the terms of this Schedule 4; (iii) not Use, Disclose, sell, rent, license, or otherwise
make available Personal Information for Redgate's own purposes or for the benefit of anyone other than the County,
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County of Fresno
without the County's express prior written consent, which the County may give or withhold in its sole and absolute
discretion; and (iv) not, directly or indirectly, Disclose Personal Information to any person (an "Unauthorized Third
Party")other than Authorized Persons pursuant to this Agreement,without the Director's express prior written consent.
Notwithstanding the foregoing paragraph, in any case in which Redgate believes it, or any Authorized Person, is
required to disclose Personal Information to government regulatory authorities, or pursuant to a legal proceeding, or
otherwise as may be required by applicable law, Redgate shall(a)immediately notify the County of the specific demand
for, and legal authority for the disclosure, including providing the County with a copy of any notice, discovery demand,
subpoena, or order, as applicable, received by Redgate, or any Authorized Person, from any government regulatory
authorities, or in relation to any legal proceeding, and (b) promptly notify the County before such Personal Information
is offered by Redgate for such disclosure so that the County may have sufficient time to obtain a court order or take
any other action the County may deem necessary to protect the Personal Information from such disclosure, and
Redgate shall cooperate with the County to minimize the scope of such disclosure of such Personal Information.
Notwithstanding the foregoing, where Redgate or Any Authorized Person is unable to inform the County before the
Personal Information is disclosed pursuant to this Subsection B (3), it shall, to the extent permitted by law, inform the
County of the full circumstances of the disclosure and the information that has been disclosed as soon as reasonably
practicable after such disclosure has been made.
Redgate shall remain liable to the County for the actions and omissions of any Unauthorized Third Party concerning its
Use of such Personal Information as if they were the Redgate's own actions and omissions.
C. Information Security.
(1) Redgate covenants, represents and warrants to the County that Redgate's Use of Personal Information under this
Agreement does and shall at all times comply with all applicable privacy and data protection laws, as well as all other
applicable regulations and directives, including but not limited to California Civil Code, Division 3, Part 4, Title 1.81
(beginning with section 1798.80), and the Song-Beverly Credit Card Act of 1971 (California Civil Code, Division 3, Part
4,Title 1.3, beginning with section 1747). If the Contractor Uses credit,debit, or other payment cardholder information,
Redgate shall at all times remain in compliance with the Payment Card Industry Data Security Standard ("PCI DSS")
requirements, including remaining aware at all times of changes to the PCI DSS and promptly implementing and
maintaining all procedures and practices as may be necessaryto remain in compliance with the PCI DSS, in each case,
at the Contractor's sole cost and expense.
(2) Redgate covenants, represents and warrants to the County that, as of the Effective Date, Redgate has not received
notice of any violation of any privacy or data protection laws, as well as any other applicable regulations or directives,
and is not the subject of any pending legal action or investigation by, any government regulatory authority regarding
same.
(3) Without limiting Redgate's obligations under subsection C.(1) of this Schedule 4, Redgate's (or Authorized Person's)
Security Safeguards shall be no less rigorous than accepted industry practices and, at a minimum, include the
following: (i) limiting Use of Personal Information strictly to the Contractor's and Authorized Persons' technical and
administrative personnel who are necessary for Redgate, or Authorized Persons', Use of the Personal Information
pursuant to this Agreement; (ii)to the extent that they contain or provide access to Personal Information, (a) securing
Redgate's business facilities, data centers, paper files, servers, back-up systems and computing equipment, operating
systems, and software applications, including, but not limited to, all mobile devices and other equipment, operating
systems, and software applications with information storage capability; (b) employing adequate controls and data
security measures with respect to Redgate's Facilities and Equipment), both internally and externally, to protect(1)the
Personal Information from potential loss or misappropriation, or unauthorized Use,and(2)the County's operations from
disruption and abuse; (c) having and maintaining network, device application, database and platform security; (d)
maintaining authentication and access controls within media, computing equipment, operating systems, and software
applications;and(e)installing and maintaining in all mobile,wireless,or handheld devices a secure internet connection,
having continuously updated anti-virus software protection and a remote wipe feature always enabled; (iv) encrypting
all Personal Information at advance encryption standards of Advanced Encryption Standards(AES)of 128 bit or higher
(a)stored on any mobile devices,including but not limited to hard disks, portable storage devices,or remote installation,
or(b)transmitted over public or wireless networks(the encrypted Personal Information must be subject to password or
pass phrase,and be stored on a secure server and transferred by means of a Virtual Private Network(VPN)connection,
or another type of secure connection, all of which is subject to express prior written consent of the Director);; (vi)having
a patch management process including installation of all operating system/software vendor security patches; (vii)
maintaining appropriate personnel security and integrity procedures and practices, including, but not limited to,
conducting background checks of Authorized Employees consistent with applicable law; and(viii)providing appropriate
privacy and information security training to Authorized Employees.
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County of Fresno
(4) During the term of each Authorized Employee's employment by Redgate,We shall cause such Authorized Employees
to abide strictly by Redgate's obligations under this Schedule 4. Redgate further agrees that it shall maintain a
disciplinary process to address any unauthorized Use of Personal Information by any Authorized Employees.
(5)
(6)
D. Security Breach Procedures.
(1) Promptly, and without undue delay, upon the Redgate's confirmation of a Security Breach, Redgate shall (a) notify the
Director of the Security Breach, such notice to be given first by email at the following email address: (559)600-6200/
serviced esk(a)fresnocountyca.gov (which telephone number and email address the County may update by providing
notice to Redgate), and (b) preserve all relevant evidence (and cause any affected Authorized Person to preserve all
relevant evidence) relating to the Security Breach. The notification shall include,to the extent reasonably possible, the
identification of each type and the extent of Personal Information that has been,or is reasonably believed to have been,
breached, including but not limited to, compromised, or subjected to unauthorized Use, Disclosure, or modification, or
any loss or destruction, corruption, or damage.
(2) Immediately following Redgate's notification to the County of a Security Breach, as provided pursuant to subsection
D.(1)of this Exhibit C, the Parties shall coordinate with each other to investigate the Security Breach. Redgate agrees
to fully cooperate with the County, including, without limitation: (i)assisting the County in conducting any investigation;
(ii)facilitating interviews with Authorized Persons and any of Redgate's other employees knowledgeable of the matter;
and (iii) making available all relevant records, logs, files, data reporting and other materials required to comply with
applicable law, regulation, industry standards,or as otherwise reasonably required by the County.To that end, Redgate
shall, with respect to a Security Breach, be solely responsible, at its cost, for all notifications required by law and
regulation, and Redgate shall provide a written report of the investigation and reporting required to the Director within
thirty(30)days after the Redgate's discovery of the Security Breach.
(3) The County shall promptly notify Redgate of the Director's knowledge, or reasonable belief, of any Privacy Practices
Complaint, and upon Redgate's receipt of notification thereof, Redgate shall promptly address such Privacy Practices
Complaint, including taking any corrective action under this Schedule 4, all at Redgate sole expense should following
an investigation it was determined that Redgate were at fault, in accordance with applicable privacy rights, laws,
regulations and standards. In the event Redgate discovers a Security Breach, Redgate shall treat the Privacy Practices
Complaint as a Security Breach. Notwithstanding the foregoing,where it is determined the Privacy Practices Compliant
was subject to the County's fault, any expenses will solely be borne to the County.Within 2 business days of Redgate's
receipt of notification of such Privacy Practices Complaint, Redgate shall notify the County whether the matter is a
Security Breach,or otherwise has been corrected and the manner of correction,or determined not to require corrective
action and the reason therefor.
(4) Redgate shall take prompt corrective action to respond to and remedy any Security Breach and take reasonable
mitigating actions, including but not limiting to, preventing any reoccurrence of the Security Breach and correcting any
deficiency in Security Safeguards as a result of such incident, all at theRedgate's sole expense, in accordance with
applicable privacy rights, laws, regulations and standards. Subject to the limitations of liability in Clause 6 of the
Agreement, Redgate shall reimburse the County for all reasonable costs incurred by the County in responding to, and
mitigating damages caused by,any Security Breach,including all costs of the County incurred in relation to any litigation
or other action described in subsection D. (5) of this Schedule 4. to the extent applicable: (1) the cost of providing
affected individuals with credit monitoring services for a specific period not to exceed twelve(12)months,to the extent
the incident could lead to a compromise of the data subject's credit or credit standing; (2) call center support for such
affected individuals for a specific period not to exceed thirty(30)days; and(3)the cost of any measures required under
applicable laws.
E. Oversight of Security Compliance.
(1) Redgate shall have and maintain a written information security policy that specifies Security Safeguards appropriate to
the size and complexity of Redgate's operations and the nature and scope of its activities.
(2) Upon the County's written request, to confirm Redgate's compliance with this Schedule 4, as well as any applicable
laws, regulations and industry standards, Redgate grants a third party on the County's behalf, permission to perform
an assessment, audit, examination or review of all controls in the Redgate's physical and technical environment in
relation to all Personal Information that is Used by Redgate pursuant to this Schedule 4. Redgate shall fully cooperate
with such assessment, audit or examination, as applicable, by providing the third party on the County's behalf, access
to physical premises, documentation, infrastructure and application software that is Used by Redgate for Personal
Information pursuant to this Agreement. In addition, Redgate shall provide the County with the results of any audit by
or on behalf of Redgate that assesses the effectiveness of Redgate information security program as relevant to the
security and confidentiality of Personal Information Used by Redgate during the course of this Agreement under this
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Schedule 4. Redgate may permit such audit, provided that the County: (i)provide Redgate with a minimum of 60 days
prior notice of any such audit; (ii)audits are conducted no more than once annually; (iii)the County's third party auditor
are subject to obligations of confidentiality; (iv) the third party auditor follows all steps to minimize disruption to
Redgate's daily business activities; (v) audits are conducted during Redgate's business hours; and (vi) all audits shall
be subject to the County's cost.
(3) Redgate shall ensure that all Authorized Persons who Use Personal Information agree to applicable data protection
and privacy laws with respect to Personal Information.
F. Return or Destruction of Personal Information.
Upon the termination of this Agreement and on the County's written request, Redgate shall, and shall instruct all Authorized
Persons to, promptly return to the County all Personal Information, whether in written, electronic or other form or media, in its
possession or the possession of such Authorized Persons, , or upon the express prior written consent of the Director, securely
destroy all such Personal Information, and certify in writing to the County that such Personal Information have been returned to
the County or disposed of securely, as applicable. Notwithstanding the foregoing, Redgate may retain a copy of the Personal
Information for legislative or regulatory purposes. If Redgate is authorized to dispose of any such Personal Information, as
provided in this Schedule 4, such certification shall state the date, time, and manner (including standard) of disposal and by
whom, specifying the title of the individual. Redgate shall comply with all reasonable directions provided by the Director with
respect to the return or disposal of Personal Information and copies thereof. If return or disposal of such Personal Information
or copies of Personal Information is not feasible, Redgate shall notify the County accordingly, specifying the reason, and
continue to extend the protections of this Schedule 4 to all such Personal Information and copies of Personal Information.
Redgate's obligations under this section F survive the termination of this Agreement and apply to all Personal Information that
Redgate retains if return or disposal is not feasible and to all Personal Information that Redgate may later discover.
G. Equitable Relief.
Redgate acknowledges that any breach of its covenants or obligations set forth in this Schedule 4 may cause the County
irreparable harm for which monetary damages would not be adequate compensation and agrees that, in the event of such
breach or threatened breach,the County is entitled to seek equitable relief, including a restraining order, injunctive relief,specific
performance and any other relief that may be available from any court, in addition to any other remedy to which the County may
be entitled at law or in equity. Such remedies shall not be deemed to be exclusive but shall be in addition to all other remedies
available to the County at law or in equity or under this Agreement.
H. Intentionally omitted.
I. Survival.
The respective rights and obligations of Redgate and the County as stated in this Schedule 4 shall survive the termination of
this Agreement.
J. No Third Party Beneficiary.
Nothing express or implied in the provisions of in this Schedule 4 is intended to confer, nor shall anything herein confer, upon
any person other than the County or Redgate and their respective successors or assignees, any rights, remedies, obligations
or liabilities whatsoever.
L. No County Warranty.
The County does not make any warranty or representation whether any Personal Information in Redgate's (or any Authorized
Person's) possession or control, or Use by Redgate (or any Authorized Person), pursuant to the terms of this Agreement is or
will be secure from unauthorized Use, or a Security Breach or Privacy Practices Complaint. Notwithstanding the foregoing,
where unauthorised use is a result of the County's actions or inactions Redgate shall not be subject to any liability under this
Schedule 4 to the County.
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Red Gate Software Limited Email:sales@red-g�a+te..com Pf-23-519
Cavendish House Tel US/Canada(Tr#,WPtY8Q
redQ to Cambridge Business Park Tel UK(Toll free):080(Oj 8 0309
g Cambridge Tel Rest of world:+44 0 1223 437 901
CB4 0XB
United Kingdom
Bill to Sold to Quote Q924110
Berkeley Hayes Berkeley Hayes Quote valid until 30 Sep 2023
(559)600-5938 (559)600-5938 Currency USD
bhayes@fresnocountyca.gov bhayes@fresnocountyca.gov
County of Fresno County of Fresno
333 W.Pontiac Way 333 W.Pontiac Way
Clovis Clovis
California California
93612 93612
United States United States
Discount Total(excl.Tax) Tax Total
-$34,007.40 $161,607.60 $0.00
Product Quantity Period Total (excl. Tax)
SQL Monitor Non-Production Subscription 10 Server(s) 1 Oct 2023-30 Sep 2026 $27,720.00
(SKU-67)
SQL Monitor Subscription(SKU-67) 65 Server(s) 1 Oct 2023-30 Sep 2026 $167,895.00
Notes
Payment Terms
County of Fresno ("County") have agreed with Red Gate Software Limited ("Redgate"), to pay for the SQL
Monitor licenses listed on this Quote Q924110 over a 3 year term. The total amount payable is$161,607.60
(including applicable taxes). County will make payments in 3 instalments annually using the following
payment schedule:
- 1st instalment due within 30 days from the invoice date in the amount of$53,869.20;
-2nd instalment due on the first anniversary of the initial invoice due date in the amount of$53,869.20; and
-3rd instalment due on the second anniversary of the initial invoice due date in the amount of$53,869.20.
Please make the payments using the bank information located at the top of your invoice.
PAYMENT IS REQUIRED IN FULL BY THE DATES SPECIFIED ABOVE. LATE PAYMENTS ARE NOT
ACCEPTABLE AND WILL BE CONSIDERED A BREACH OF PAYCHEX'S AGREEMENT WITH
REDGATE.
These Additional Terms apply in conjunction with the Redgate Master Subscription EULA.
Registered office:Cavendish House,Cambridge Business Park,Cambridge,CB4 OXB Registration in England:3857576
VAT registration number(UK):GB 257 5659 61 VAT registration number(South Africa):4090286354
Please note that your use of any software we licence to you will be governed by the terms of this Quote and the relevant Red Gate EULA.The terms of Red Gate's EULA shall prevail
over your standard terms and conditions(if any)attached to,enclosed with,or referred to in,the purchase order or confirmation of order.
Page 1 of 2
Red Gate Software Limited Email:sales@red-gaate..1c'om Pf-23-519
Cavendish House Tel US/Canada ffj Fw Pt1y8�J
redQ to Cambridge Business Park Tel UK(Toll free):080(Oj 8 0309
g Cambridge Tel Rest of world:+44 0 1223 437 901
CB4 0XB
United Kingdom
You can purchase in two ways:
1. Pay online and start using your software straight away
2. Email your company purchase order to orders@red-gate.com including your quote number Q924110
Please note that our standard payment terms are Net 14 days.
Tax Exemption: If you are tax exempt, please send your tax exemption certificate
to invoices@red-gate.com prior to making your purchase.
Need some help getting started?Try an online training course from Redgate University or visit
the Redgate Hub to uncover useful tips and how-to guides to help you get the most out of your tools.
Registered office:Cavendish House,Cambridge Business Park,Cambridge,CB4 0XB Registration in England:3857576
VAT registration number(UK):GB 257 5659 61 VAT registration number(South Africa):4090286354
Please note that your use of any software we licence to you will be governed by the terms of this Quote and the relevant Red Gate EULA.The terms of Red Gate's EULA shall prevail
over your standard terms and conditions(if any)attached to,enclosed with,or referred to in,the purchase order or confirmation of order.
Page 2 of 2