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HomeMy WebLinkAboutResolution - 2021-R0350 - PO 33001534 with Microsoft 9.14.21Resolution No. 2021-R0350 Item No. 7.43 September 14, 2021 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock is hereby authorized and directed to execute for and on behalf of the City of Lubbock, Purchase Order No. 33001534, as per DIR-TSO-3781, for Information Technology support services, by and between the City of Lubbock and Microsoft Corporation, and related documents. Said Purchase Order is attached hereto and incorporated in this resolution as if fully set forth herein and shall be included in the minutes of the City Council. Passed by the City Council on September 14, 2021 "r - DANIEL M. POPE, MAYOR ATTEST: 017 Vice -Ir, Re c Garza, City Secret ry APPROVED AS TO CONTENT: Brooke Witcher, Assistant City Manager APPROVED AS TO FORM: yan rook , Assistant City Attorney RES. PO-33001534-Microsoft Corp. 9.3.21 �►r City of Lubbock PURCHASE ORDER TEXAS TO: MICROSOFT CORPORATION SHIP TO: C/O BANK OF AMERICA LOCKBOX 45 0 1950 NORTH STEMMONS FWY, SUIT 50 0 DALLAS TX 75207 Page - 1 Date - 9/2/2021 Order Number 33001534 000 OP Branch/Plant 3410 CITY OF LUBBOCK INFORMATION TECHNOLOGY 1314 AVENUE K - BASEMENT LUBBOCK TX 79401 INVOICE TO: CITY OF LUBBOCK ACCOUNTSPAYABLE P.O. BOX 2000 LUBBOCK, TX 79457 BY: Marta Al ez, Director of Purchasing & Contract Management Ordered 9/2/2021 Freight Requested 10/25/2021 Taken By Delivery Per J Zhine / Req #57759 DIR-TSO-3781/PUR 16107 K MORGAN If you have any questions contact Jay Zhine: jzhine@mylubbock.us Phone 806-775-2366 Description/Supplier Item Ordered Unit Cost Um Extension Request Date MS Entrpr Sup Sry Ref U5228634 1.000 59,642.2500 EA 59,642.25 10/25/2021 2021-22 Unified Advan Supp Unified Advanced Support 1.000 14,463.7500 EA 14,463.75 10/25/2021 Add -on COL 2021-22 Advanced Advisory Support 1.000 EA Hours as needed -Advisory Sery Advanced Built-in Proactice 1.000 EA Services - generic - Administr Advanced Problem Resolution 1.000 EA Hrs as needed -Resolution Supp Advanced Sery Delivery Mgmt 1.000 EA Service Delivery Management Cloud Success Plan Base 1.000 EA Cloud Success Plan Base On -demand Assessment/Setup & 1.000 EA Config/Educ - On Demand Assess 10/25/2021 10/25/2021 10/25/2021 10/25/2021 10/25/2021 10/25/2021 f:= City of PURCHASE ORDER W TEXAS TO: MICROSOFT CORPORATION C/O BANK OF AMERICA LOCKBOX 1950 NORTH STEMMONS FWY, SUI-. DALLAS TX 75207 Page - 2 Date - 9/2/2021 Order Number 33001534 000 OP Branch/Plant 3410 SHIP TO: CITY OF LUBBOCK 0 INFORMATION TECHNOLOGY 0 1314 AVENUE K - BASEMENT LUBBOCK TX 79401 INVOICE TO: CITY OF LUBBOCK ACCOUNTSPAYABLE P.O. BOX 2000 LUBBOCK, TX 79457 �7:_W Marta z, Dipector of Purchasing & Contract Management Ordered 9/2/2021 Freight Requested 10/25/2021 Taken By K MORGAN Delivery Per J Zhine / Req #57759 DIR-TSO-3781/PUR 16107 Description/Supplier Item Ordered Unit Cost UM Extension Request Date Online Supp Portal - Administr 1.000 EA 10/25/2021 On demand Education Reactive Enabled Contacts 100.000 EA 10!25/2021 Problem Resolution Support Webcasts As -Needed 1.000 EA 10/25/2021 Webcast Proactive Credits Add -on 100.000 EA 10/25/2021 Proactive Credits - 100 ea Service Delivery Mgmt Extended 1.000 EA 10/25/2021 Service Delivery Management Onsite Visit 1.000 EA 10/25/2021 Onsite Support Total Order Terms NET 30 74,106.00 This purchase order encumbers funds in the amount of $74,106.00 awarded to Microsoft Services Dallas, TX, d*ptember 14, 2021. The following is incorporated into and made part of this purchase order by reference contract: DIR-TSO-3781 from Microsoft Services Dallas, TX. Resolution# 2021-RO350 CITLOF L CK ATTEST: Daniel M. Pope, Mayor Rebecca Garza, C ecretary Rev. 1/2020 Seller and Buyer agree as follows: ACCEPTANCE OF THIS PURCHASE ORDER PURCHASE ORDER TERMS AND CONDITIONS STANDARD TERMS AND CONDITIONS understands and will be in full compliance with all terms and conditions and the descriptive material contained herein and any additional associated documents and Amendments. The City disclaims any terms and conditions provided by the Contractor unless agreed upon in wriline by the names In the event of conflict between the Cnv's lams and conditions and anv terms and conditions provided by the Contractor, the terms and conditions Drovided herein shall Drevail The terms and conditions Drovided herein are the final terms agreed upon by the parties. and anv prior conflictine terns shall be of no force or effect. I. SELLER TO PACKAGE GOODS. Seller will package goods in accordance with good commercial practice. Each shipping container shall be clearly and permanently marked as follows (a) Seller's name and address, (b) Consignee's name, address and purchase order or purchase release number and the supply agreement number if applicable, (c) Container number and total number of containers, e.g. box I of 4 boxes, and (d) the number of the container beating the packing slip. Seller shall bear cost of packaging unless otherwise provided. Goods shall be suitably packed to secure lowest transportation costs and to conform with requirements of common carriers and any applicable specifications. Buyer's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 2. SHIPMENT UNDER RESERVATION PROHIBITED. Seller is not authorized to ship the goods under reservation and no tender of a bill of lading will operate as a tender of goods. 3. TITLE AND RISK OF LOSS. The title and risk of loss of the goods shall not pass to Buyer until Buyer actually receives and takes possession of the goods at the point or points of delivery. 4. NO REPLACEMENT OF DEFECTIVE TENDER. Every tender of delivery of goods must fully comply .with all provisions of this contract as to time of delivery, quality and the like. If a tender is made which does not fully conform, this shall constitute a breach and Seller shall not have the right to substitute a conforming tender, provided, where the time for performance has not yet expired, the Seller may reasonably notify Buyer of his intention to cure and may then make a conforming tender within the contract time but not afterward. 5. INVOICES & PAYMENTS. a. S e I I e r shall submit separate invoices, in duplicate, one each purchase order or purchase release after each delivery. Invoices shall indicate the purchase order or purchase release number and the supply agreement number if applicable. Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of the bill of lading, and the freight waybill when applicable, should be attached to the invoice. Mail To: Accounts Payable, City of Lubbock, P. O. Box 2000, Lubbock, Texas 79457. Payment shall not be due until the above instruments are submitted after delivery. 6. GRATUITIES. The Buyer may, by written notice to the Seller, cancel this contract without liability to Seller if it is determined by Buyer that gratuities, in the form of entertainment, gifts or otherwise, were offered or given by the Seller, or any agent or representative of the Seller, to any officer or employee of the City of Lubbock with a view to securing a contract or securing favorable treatment with respect to the awarding or amending, or the making of any determinations with respect to the performing of such a contract. In the event this contract is canceled by Buyer pursuant to this provision, Buyer shall be entitled, in addition to any other rights and remedies, to recoveror withhold the amount of the cost incurred by Seller in providingsuch gratuities. 7. SPECIAL TOOLS & TEST EQUIPMENT. If the price stated on the face hereof includes the cost of any special tooling or special test equipment fabricated or required by Seller for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the Buyer and to the extent feasible shall be identified by the Seller as such. 8. WARRANTY -PRICE. a. The price to be paid by the Buyer shall be that contained in Seller's bid which Seller warrants to be no higher than Seller's current process on orders by others for products of the kind and specification covered by this agreement for similar quantities under similar of like conditions and methods of purchase. In the event Seller breaches this warranty, the prices of the items shall be reduced to the Seller's current prices on orders by others, or in the alternative. Buyer may cancel this contract without liability to Seller for breach or Seller's actual expense. b. The Seller warrants that no person or selling agency has been employed or retained to solicit or secure this contract upon an agreement or understanding for commission, percentage, brokerage, or contingent fee excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Seller for the purpose of securing business. For breach of viciation of this warranty the Buyer shall have the right in addition to any other right of rights to cancel this contract without liability and to deduct from the contract price, or otherwise recover without liability and to deduct from the contract price, or otherwise recover the full amount of such commission, percentage, brokerage or contingent fee. 9. WARRANTY -PRODUCT. Seller shall not limit or exclude any implied warranties and any attempt to do so shall render this contract voidable at the option of the Buyer. Seller warrants that the goods furnished will conform to the specification, drawings, and descriptions listed in the bid invitation, and to the sample(s) furnished by the Seller, if any. In the event of a conflict or between the specifications, drawings, and descriptions, the specifications shall govern. Notwithstanding any provisions contained in the contractual agreement, the Seller represents and warrants fault -free performance and fault -free result in the processing date and date related data (including, but not limited to calculating, comparing and sequencing) of all hardware, software and firmware products delivered and services provided under this Contract, individually or in combination, as the case may be from the effective date of this Contract. The obligations contained herein apply to products and services provided by the Seller, its sub- Seller or any third party involved in the creation or development of the products and services to be delivered to the City of Lubbock under this Contract. Failure to comply with any of the obligations contained herein, may result in the City of Lubbock availing itself of any of its rights under the law and under this Contract including, but not limited to, its right pertaining to termination or default. The warranties contained herein are separate and discrete from any other warranties specified in this Contract, and are not subject to any disclaimer of warranty, implied or expressed, or limitation of the Seller's liability which may be specified in this Contract, its appendices, its schedules, its annexes or any document incorporated in this Contract by reference. 10. SAFETY WARRANTY. Seller warrants that the product sold to the Buyer shall conform to the standards promulgated by the U. S. Department of Labor under the Occupational Safety and Health Act of 1970. In the event the product does not conform to OSHA standards, Buyer may return the product for correction or replacement at the Seller's expense. In the event Seller fails to make the appropriate correction within a reasonable time, correction made by Buyer will be at the Seller's expense. 11. NO WARRANTY BY BUYER AGAINST INFRINGEMENTS. As pan of this contract for sale Seller agrees to ascertain whether goods manufactured in accordance with the specifications attached to this agreement will give rise to the rightful claim of any third person by way of infringement of the like. Buyer makes no warranty that the production of goods according to the specification will not give rise to such a claim, and in no event shall Buyer be liable to Seller for indemnification in the event that Seller is sued on the grounds of infringement of the like. If Seller is of the opinion that an infringement or the like will result, he will notify the Buyer to this effect in writing within two weeks after the signing ofthis agreement If Buyer does not receive notice and is subsequently held liable for the infringement or the like. Seller will save Buyer harmless. If Seller in good faith ascertains the production of the goods in accordance with the specifications will result in infringement or the like, the contract shall be null and void. 12. NON APPROPRIATION. All funds for payment by the City under this contract are subject to the availability of an annual appropriation for this purpose by the City. In the event of nonappropriation of funds by the City Council of the City of Lubbock for the goods or services provided under the contract, the City will terminate the contract, without termination charge or other liability, on the last day of the then -current fiscal year or when the appropriation made for the then -current year for the goods or services covered by this contract is spent, whichever event occurs first If at any time funds arc not appropriated for the continuance of this contract, cancellation shall be accepted by the Seller on thirty (30) days prior written notice, but failure to give such notice shall be of no effect and the City shall not be obligated under this contract beyond the date of termination. 13. RIGHT OF INSPECTION. Buyer shall have the right to inspect the goods at delivery before accepting them. 14. CANCELLATION. Buyer shall have the right to cancel for default all or any part of the undelivered portion of this order if Seller breaches any of the terms hereof including warranties of Seller or if the Seller becomes insolvent or commits acts of bankruptcy. Such right of cancellation is in addition to and not in lieu of any other remedies which Buyer may have in law or equity. 15. TERMINATION. The performance of work under this order maybe terminated in whole, or in pan by the Buyer in accordance with this provision. Termination of work hereunder shall be effected by the delivery of the Seller of a "Nonce of Termination" specifying the extent to which performance of work under the order is terminated and the date upon which such termination becomes effective. Such right or termination is in addition to and not in lieu of the rights of Buyer set forth in Clause 14, herein. 16. FORCE MAJEURE. Neither party shall be held responsible for losses, resulting if the fulfillment of any terms of provisions of this contract is delayed or prevented by any cause not within the control of the parry whose performance is interfered with, and which by the exercise of reasonable diligence said party is unable to prevent I T ASSIGNMENT -DELEGATION. No right or interest in this contract shall be assigned or delegation of any obligation made by Seller without the written permission of the Buyer. Any attempted assignment or delegation by Seller shall be wholly void and totally ineffective for all purpose unless made in confommitywith this paragraph. 18. WAIVER. No claim or right arising out of a breach of this contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. 19. INTERPRETATION -PAROLE EVIDENCE. This writing, plus any specifications for bids and performance provided by Buyer in its advertisement for bids, and any other documents provided by Seller as pan of his bid, is intended by the parties as a final expression of their agreement and intended also as a complete and exclusive statement of the terns of their agreement. Whenever a term defined by the Uniform Commercial Code is used in this agreement, the definition contained in the Code is to control. 20. APPLICABLE LAW. This agreement shall be governed by the Uniform Commercial Code. Wherever the term "Uniform Commercial Code' is used, it shall be construed as meaning the Uniform Commercial Code as adopted in the State of Texas as effective and in force on the date of this agreement. 21. RIGHT TO ASSURANCE. Whenever one party to this contract in good faith has reason to question the other party's intent to pert hm he may demand that the other parry give written assurance of his intent to perform. In the event that a demand is made and no assurance is given within five (5) days, the demanding parry may treat this failure as an anticipatory repudiation of thecontract. 22. INDEMNIFICATION. Seller shall indemnify, keep and save harmless the Buyer, its agents, officials and employees, against all injuries, deaths, loss, damages, claims, patent claims, suits, liabilities, judgments, costs and expenses, which may in anywise accrue against the Buyer inconsequence of the granting of this Contract or which may anywise result therefrom, whether or not it shall be alleged or determined that the act was caused through negligence or omission of the Seller or its employees, or of the subSeller or assignee or its employees, if any, and the Seller shall, at his own expense, appear, defend and pay all charges of attorneys and all costs and other expenses arising therefrom of incurred in connection therewith, and, if anyjudgment shall be rendered against the Buyer in any such action, the Seller shall, at its own expenses, satisfy and discharge the same Seller expressly understands and agrees that any bond required by this contract, or otherwise provided by Seller, shall in no way limit the responsibility to indemnify, keep and save harmless and defend the Buyer as herein provided. 23. TIME. It is hereby expressly agreed and understood that time is of the essence for the performance of this contract, and failure by contract to meet the time specifications of this agreement will cause Seller to be in default of this agreement. 24. MBE. The City of Lubbock hereby notifies all bidders that in regard to any contract entered into pursuant to this request, minority and women business enterprises will be afforded equal opportunities to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, sex or natural origin in consideration for an award. 25. NON -ARBITRATION. The City reserves the right to exercise any right or remedy to it by law, contract, equity, or otherwise, including without limitation, the right to seek any and all forms of relief in a court of competent jurisdiction. Further, the City shall not be subject to any arbitration process prior to exercising its unrestricted right to seek judicial remedy. The remedies set forth herein are cumulative and not exclusive, and maybe exercised concurrently. To the extent of any conflict between this provision and another provision in, or related to, this document, this provision shall control. 26. RIGHT TO AUDIT. At any time during the term of the contract, or thereafter, the City, or a duly authorized audit representative of the City or the State of Texas, at its expense and at reasonable times, reserves the right to audit Contractors records and books relevant to all services provided to the City under this Contract. In the event such an audit by the City reveals any errors or overpayments by the City, Contractor shall refund the City the full amount ofsuch overpayments within thirty (30) days of such audit findings, or the City, at its option, reserves the right to deduct such amounts owing the City from any payments due Contractor. 27. The Contractor shall not assign or sublet the contract, or any portion of the contract, without written consent from the Director of Purchasing and Contract Management. 28. Contracts with Companies Engaged in Business with Iran, Sudan, or Foreign Terrorist Organization Prohibited. Pursuant to Section 2252.152 of the Texas Government Code, prohibits the City from entering into a contract with a vendor that is identified by The Comptroller as a company known to have contracts with or provide supplies or service with Iran, Sudan or a foreign terrorist organization 29. Texas Goverment Code. Section 2252.908 requires a business entity entering into certain contracts with a governmental entity or state agency to file with the governmental entity or state agency a disclosure of interested parties at the time the business entity submits the signed contract to the governmental entity or state agency. Instructions for completing Form 1295 are available at: ht12 -,h.ci Lubbock 1%usdemartmental- websilesdepa corn _y rchwi nc:vendor-information 30. No Boycott of Israel. Pursuant to Section 2271.002 of the Texas Goverment Code, Respondent certifies that either (i) it meets an exemption criteria under Section 2271.002; or (ii) it does not boycott Israel and will not boycott Israel during the tern of the contract resulting from this solicitation. Respondent shall state any facts that make it exempt from the boycott certification in its Response. 31. Contracts with Companies Engaged in Business with Iran, Sudan, or Foreign Terrorist Organization Prohibited. Pursuant to Section 2252.152 of the Texas Government Code, prohibits the City from entering into a contract with a vendor that is identified by The Comptroller as a company known to have contracts with or provide supplies or service with Iran, Sudan or a foreign terrorist organization 32. TEXAS PUBLIC INFORMATION ACT. The requirements of Subehapter J, Chapter 552, Goverment Code, may apply to this contract and the contractor or vendor agrees that the contract can be terminated if the contractor or vendor knowingly or intentionally fails to comply with a requirement of that subchapter. 33. Pursuant to Section 552.301(c) of the Texas Goverment Code, the City of Lubbock has designated the following email address for which public information requests may be made by an mailed request: om,h mh.iubycyk us. Please send this request to this email address for it to be processed. REV 12020 Microsoft Enterprise Services Work Order (For Microsoft Internal Purposes Only) Work Order Number Texas DIR (Contract# DIR-TSO-3781) Microsoft T000217-352321-433455 This Work Order consists of the terms and conditions below, and the provisions of the Microsoft Master Services Agreement reference U5228634, effective as of 5/2/2017 (the "Agreement"), the provisions of the Unified Support Services Description applicable to the Professional Services identified in this Work Order, and any attachments or exhibits referenced in this Work Order, all of which are incorporated herein by this reference. In this Work order 'Customer', 'you', or'your' means the undersigned customer or its affiliate and 'Microsoft', 'we', 'us', or 'our' means the undersigned Microsoft affiliate. By signing below the parties acknowledge and agree to be bound to the terms of this Work Order, the Agreement and all other provisions incorporated in them. Regardless of any terms and conditions contained in a purchase order, if any, the terms of this Work Order apply. Customer Name of Customer (please print) City Of Lubbock Name of person signing (please print) DANIEL M. POPE Microsoft AfRliate Name Microsoft Corporation Signature All Jo 6k - her (Sep 1, 2021 14:05 EDT) Name of person signing (please print) Josh Stikeleather Title of person signing (please print) Title of person signing (please print) MAYOR I Digital Specialist Signature date September 14, 2021 Signature date (effective date) Sep 1, 2021 Name of Customer or its Affiliate that executed the Agreement (if different from Customer above) _ AS T:09TENT: Garza, City SecretAU) James Brown, Chief Information Officer APPRO ED AS O RM: Ryan rooke, Assistant City Attorney Name of Customer Contact Name (Receives invoices under this work order) City Of Lubbock Jerrid R Sanders Street Address Contact E-Mail Address Accounts Pa ableP.O. Box 2000 JSanders@mail.ci.lubbock.tx.us City State/Province Phone Lubbock Texas 806-775-2396 Country Postal Code Fax United States 79408-2000 1. Support Services and Fees 1.1. Term. Microsoft Enterprise Support Services shall be effective and will commence on 11/1/2021 or the last above Signature Date, whichever is later (the "Support Commencement Date") and shall expire twelve (12) months following the Support Commencement Date (the "Support Expiration Date"). This Work Order may be amended and the Period of Performance extended prior to the Support Expiration Date. In order for Microsoft to continue performing Services after the Support Expiration Date of this Work Order, Customer and Microsoft shall agree in writing to a new Work Order identifying the new terms upon which Customer and Microsoft agree. 1.2. Description of the Services. Please refer to the current Support Services Description ("SSD") which will be incorporated by reference and is published by Microsoft from time to time at httl2://www.microsoft.com/en- us/microsoftservices/PubSec-support-services-description. The support services you purchase under this agreement may be updated from time to time and that update will supersede any services previously listed. Services by Support Location 9.1 US SLG Unified ESWO (PSUS)(Nov2019) Page 2 of Quantity Service Service Type Included Advanced Advisory Support Hours As -needed Advisor Services Advanced Built-in Proactive Services Advanced Built-in Proactive Services - 1 ea Generic Administrative Included Advanced Problem Resolution Hours As -needed Problem Resolution Support Included Advanced Service Delivery Management Service Delivery Management 1 ea Cloud Success Plan Base Cloud Success Plan Base Included On -demand Assessment On -Demand Assessment 1 ea On -Demand Assessment - Setup and Config On -Demand Assessment Service Remote Included On -demand Education On -Demand Education Included Online Support Portal Administrative 100 ea Reactive Enabled Contacts Problem Resolution Support Included Webcasts As -Needed Webcast 100 ea Proactive Credits Proactive Credits Included Service Delivery Management Extended Service Delivery Management 1 ea Onsite Visit Onsite Support 1.3. Support Services Fees. The items listed in the table above represent the services that Customer has pre -purchased for use during the term of this Work Order, and applicable fees are shown in the table below. Microsoft Support Services are a non-refundable prepaid service. Microsoft must receive Customer purchase order or payment before Microsoft commences or continues, as applicable, provision of Microsoft Support Services. If Customerissuesa purchaseorder, Microsoftwill invoice Customer, and Customer agrees to pay Microsoft within 30 calendar days of the date of Microsoft invoice. Microsoft reserves the right to adjust Microsoft fees prior to entering into any changes to the Microsoft Support Services ordered herein. 9.1 US SLG Unified ESWO (PSUS)(Nov2019) Page 3 of Support for Microsoft Products Microsoft will provide support for Customer's licensed, commercially released and generally available Microsoft products, and cloud services subscriptions by Customer in Appendix A. 1.4. Customer Named Contacts. Any changes to the named contacts should be submitted to Microsoft Contact. Name of Customer Support Service Administrator Jerrid R Sanders Street Address Contact E-Mail Address City Of Lubbock 1314 Avenue K JSanders@mail.ci.lubbock.tx.us City State/Province Phone Lubbock Texas 806-775-2396 Country Postal Code Fax United States 79401-2606 Use, ownership, rights, and restrictions. 1.5. Products. "Product" means all products identified in the Product Terms, such as all Software, Online Services and other web -based services, including pre-release or beta versions. Product availability may vary by region. "Product Terms" means the document that provides information about Microsoft Products available through volume licensing. The Product Terms document is published on the Volume Licensing Site (http://www.microsoft.com/licensing/contracts or successor site) and is updated from time to time. 9.1 US SLG Unified ESWO (PSUS)(Nov2019) Page 4 of 7 All products and related solutions provided under this Work Order will be licensed according to the terms of the license agreement packaged with or otherwise applicable to such product Customer is responsible for paying any licensing fees associated with Products. 1.6. Fixes "Fixes" means Product fixes, modifications, enhancements, or their derivatives, that Microsoft either releases generally (such as service packs), or that Microsoft provides to Customer when performing Professional Services (all support, planning, consulting and other professional services or advice, including any resulting deliverables provided to Customer under this Work Order, to address a specific issue. "Professional Services" means Product support services and Microsoft consulting services provided to Customer under this Work Order. "Professional Services" or "services" does not include Online Services, unless specifically noted. Fixes are licensed according to the license terms applicable to the Product to which those Fixes relate. If the Fixes are not provided for a specific Product, any other use terms Microsoft provides with the Fixes will apply. 1.7. Pre-existing Work. "Pre-existing Work" means any computer code or other written materials developed or otherwise obtained independent of this Work Order. All rights in Pre-existing Work shall remain the sole property of the party providing the Pre- existing Work. Each party may use, reproduce and modify the other party's Pre-existing Work only as needed to perform obligations related to Professional Services. 1.8. Services Deliverables. "Services Deliverables" means any computer code or materials, other than Products or Fixes that Microsoft leaves with Customer at the conclusion of Microsoft's performance of Professional Services. Upon payment in full for the Professional Services, Microsoft grants Customer a non- exclusive, non -transferable perpetual, fully paid -up license to reproduce, use and modify the Services Deliverable, solely in the form delivered to Customer and solely for Customer's internal business purposes, subject to the terms and conditions of this Work Order. 1.9. Affiliates' rights. "Affiliate" means any government agency, department, office, instrumentality, division, unit or other entity of Customer's state or local government that is supervised by or is part of Customer, or which supervises Customer or of which Customer is a part, or which is under common supervision with Customer; together with, as mandated by law, any county, borough, commonwealth, city, municipality, town, township, special purpose district, or other similar type 9.1 US SLG Unified ESWO (PSUS)(Nov2019) Page 5 of of governmental instrumentality located within Customer's state jurisdiction and geographic boundaries; provided that a state and its Affiliates shall not, for purposes of this definition, be considered to be Affiliates of the federal government and its Affiliates. Customer may sublicense the rights contained in this subsection relating to Services Deliverables to its Affiliates, but Customer's Affiliates may not sublicense these rights and Customer's Affiliates' use must be consistent with the license terms contained in this Work Order. 1.10.Restrictions on use. Customer must not (and must not attempt to) (1) reverse engineer, decompile or disassemble any Product, Fix, or Services Deliverable, (2) install or use non -Microsoft software or technology in any way that would subject Microsoft's intellectual property or technology to obligations beyond those included in this Work Order; or (3) work around any technical limitations in the Products or Services Deliverables or restrictions in Product documentation. Except as expressly permitted in this Work Order, Customer must not (1) separate and run parts of a Product on more than one device, upgrade or downgrade parts of a Product at different times, or transfer parts of a Product separately; or (2) distribute, sublicense, rent, lease, lend, or use any Product, Fix, or Services Deliverable to offer hosting services to a third party. 1.11.1keservation of rights. All rights not expressly granted are reserved to Microsoft. Microsoft Contact Customer contact for questions and notices about this Work Order. Microsoft contact name Kevin Maltby Phone Contact e-mail address v-kmaltby@microsoft.com 9.1 US SLG Unified ESWO (PSUS)(Nov2019) Page 6 of 7 AppendixA Below is a list of your declared licensed products and cloud services for which Microsoft will provide support services as defined within this document. 9.1 US SLG Unified ESWO (PSUS)(Nov2019) Page 7 of CERTIFICATE OF INTERESTED PARTIES FORM 1295 loll Complete Nos. 1- 4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos.1, 2, 3, 5, and 6 if there are no interested parties. CERTIFICATION OF FILING Certificate Number: 2021-797640 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. Microsoft Corporation Austin, TX United States Date Filed: 09/01/2021 2 Name of governmental entity or state agency that is a party tot the contract for ich t e orm is being filed. City of Lubbock Date Acknowledged: 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a description of the services, goods, or other property to be provided under the contract. #16107 Services 4 Name of Interested Party City, State, Country (place of business) Nature of interest (check applicable) Controlling I Intermediary 5 Check only if there is NO Interested Party. X 6 UNSWORN DECLARATION My name is Joshua I Stikeleather and my date of birth is My address is 109 Old Homeplace Dr Advance NC 27006 US (street) (city) (state) (zip code) (country) I declare under penalty of perjury that the foregoing is true and correct. Executed in Davie County, State of NC _,on the 1 day of 9 20 21 (month) (year) 919��1 &AA46641 Signature of authorized agent of contracting business entity (Declarant) i-orms proviaeo oy i exas ttnlcs commission www.ethics.state.tx.us Version V1.1.191b5cdc CERTIFICATE OF INTERESTED PARTIES FORM 1295 1 of 1 Complete Nos. 1- 4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos.1, 2, 3, 5, and 6 if there are no interested parties. CERTIFICATION OF FILING Certificate Number: 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. 2021-797640 Microsoft Corporation Austin, TX United States Date Filed: 09/01/2021 2 Name of governmental entity or state agency that is a party tot the contract for which the form is being filed. City of Lubbock Date Acknowledged: 09/01/2021 g Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a description of the services, goods, or other property to be provided under the contract. #16107 Services 4 Name of Interested Parry City, State, Country (place of business) Nature of interest (check applicable) Controlling Intermediary 5 Check only if there is NO Interested Party. X 6 UNSWORN DECLARATION My name is and my date of birth is My address is (street) (city) (state) (zip code) (country) I declare under penalty of perjury that the foregoing is true and correct. Executed in County, State of on the day of , 20 (month) (year) Signature of authorized agent of contracting business entity (Declarant) rurms pruviaea Dy i exas cmics t ommisslon www.etnlcs.state.tx.us Version V1.1.191b5cdc