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HomeMy WebLinkAboutResolution - 2017-R0371 - Dell Marketing - 10/12/2017Resolution No.2017-R0371 Item No.6.14 October 12,2017 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 behalfof the City of Lubbock,Purchase OrderNo.33000912 for the purchase of VLA VMWARE-ELA asper DIR-SDD-1951,byand between theCityof Lubbock and Dell Marketing, LP of Round Rock,Texas,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 bytheCity Council on October 12,2017 . DANIEL M.POPE,MAYOR ATTEST: ]i„(Us.^fj> enecca Garza,City Secretary APPROVED AS TO CONTENT: Mark rearwoodyAssistaiAssistant City Attorney APPROVED AS TO FORM: ce,Assistant City Attorney ccdocs/RES.Purchase Order 33000912.VLA VMWARE-ELA 09.25.2017 9 Lubbock TEXAS PURCHASE ORDER I0 DELL MARKETING LP RR 8 BOX 8706 ONE DELL WAY ROUND ROCK Texas 78682 Page - 1 Date - 09/25/2017 Order Number 33000912 000 OP BrancrVillant p4l0 CITY OF LUBBOCK INFORMATION TECHNOLOGY 1611 LOTH STREET LUBBOCK Texas 79401 INVOICE TO: CITY OF LUBBOCK ACCOUNTSPAYABLE P.O. BOX 2000 LUBBOCK TX 79457 BY: k�� Marta Alviez, D ector of Purchasing & Contract Management Ordered 09/25/2017 Freight Requested 09/25/2017 Taken By K MCAVOY Delivery Per J Zhine / Req # 50909 Q#1022838773698.1/DIR-SDD-1951 Description/Supplier Item Ordered Unit Cost UM Extension Request Date City of Lubb VLA VMWARE ELA 5Y 1.000 2,860,661.7600 EA 2,860,661.76 09/25/2017 #111197176 #A9873381 VMWare vCenter Server6 Std 1.000 EA 09/25/2017 for vSphere 6 per instance VMware Site Recovery Manager 14.000 EA 09/25/2017 6 Enterprise -25 VM pack Consulting & Learning Credits 6,500.000 EA 09/25/2017 PSO Credit 1201+ VMware vRealize Netwrk Insight 110.000 EA 09/25/2017 Advanced addon for NSX Upgrd VMware vSphere 6 Std to 32.000 EA 09/25/2017 vSphere 6 Enterpr+ for 1 Proc VMware vRealize Suite 7 64,000 EA 09/25/2017 Advanced per PLU Upgr VMware vRealze Opertns 6 32.000 EA 09/25/2017 Std to vRealze Suite7 Advanced City of j.f�Lubbock TEXAS PURCHASE ORDER TO DELL MARKETING LP RR 8 BOX 8706 ONE DELL WAY ROUND ROCK Texas 78682 SHIP TO: Page - 2 Date - 09/25/2017 Order Number 33000912 000 OP Brancli/Plant P410 CITY OF LUBBOCK INFORMATION TECHNOLOGY 1611 LOTH STREET LUBBOCK Texas 79401 INVOICE TO: CITY OF LUBBOCK ACCOUNTSPAYABLE P.O. BOX 2000 LUBBOCK, TX 79457 !Marta -AV 1z, Dirtitor of Purchasing & Contract Management Ordered 09/25/2017 Freight Requested 09/25/2017 Taken By K MCAVOY Delivery Per J Zhine / Req # 50909 Q#1 022838773698. 1/DIR-SDD-1951 Description/Supplier Item Ordered Unit Cost UM Extension Request Date Upgrd VMware vSphere 6 wOpertn 14.000 EA 09/25/2017 Mgmt Entrp to vCloud Ste? Adv VMware vSphere 6 Enterprise 64.000 EA 09/25/2017 Plus for 1 Processor VMware NSX Enterprise per 110.000 EA 09/25/2017 Processor VMware vSAN 6 Enterprise for 64.000 EA 09/25/2017 1 Processor Total Order Terms NET 30 2,860,661.76 This purchase order encumbers funds in the amount of $2,860,661.76 awarded to Dell Marketing, LP of Round Rock, TX on October 12, 2017. The following is incorporated into and made part of this purchase order by reference: Contract DIR-SDD-1951 dated September 8, 2017 from Dell Marketing, LP of Round Rock, TX. Resolution # 2017-RO371 CITY OF n EST: � P I 1 1 ez Daniel M. Pope, Mayor Reb ca Garza, City Secretary Seller and Buyer agree as follows: TERMS AND CONDITIONS IMPORTANT: READ CAREFULLY STANDARD TERMS AND CONDITIONS CITY OF LUBBOCK, TX 1. 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 1 of 4 boxes, and (d) the number of the container bearing 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. 0. 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 recover or withhold the amount of the cost incurred by Seller in providing such gratuities. T 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 part 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 byway 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 of this 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 orwhen the appropriation made forthe then -current year for the goods or services covered by this contract is spent, whichever event occurs first. If at any time funds are 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. 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 may be terminated in whole, or in part by the Buyer in accordance with this provision. Termination of work hereunder shall be effected by the delivery of the Seller of a "Notice 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 party whose performance is interfered with, and which by the exercise of reasonable diligence said party is unable to prevent. IT 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 conformity with 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 part 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 terms 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. Whereever 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 perform he may demand that the other party 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 party may treat this failure as an anticipatory repudiation of the contract. 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 in consequence 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 attomeys and all costs and other expenses arising therefrom of incurred in connection therewith, and, if any judgment 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 may be 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 tens 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 Contractor's 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 of such 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, HOUSE BILL 2015. House Bill 2015, signed by the Governor on June 14, 2013 and effective on January 1, 2014, authorizes a penalty to be imposed on a person who contracts for certain services with a governmental entity and who fails to properly classify their workers. This applies to subcontractors as well. Contractors and subcontractors who fail to properly classify individuals performing work under a governmental contract will be penalized $200 for each individual that has been misclassified. (Texas Government Code Section 2155.001). 28. ASSIGNING OR SUBLETTING THE CONTRACT. 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. Should consent be given, the Contractor shall insure the Subcontractor or shall provide proof on insurance from the Subcontractor that complies with all contract Insurance requirements. 29. HOUSE BILL 1295 DISCLOSURE OF INTERESTED PARTIES House Bill 1295, adopted by the 84th Legislature, created §2252.908, Texas Government 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 http'//www ci lubbock tx us/departmental-websites/departm p ing/vendor information 30. CONTRACTOR ACKNOWLEDGES, by supplying any Goods or Services that the Contractor has read, fully 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 writing by the parties. In the event of conflict between these terms and conditions and any terms and conditions provided by the Contractor, the terms and conditions provided herein shall prevail. The terms and conditions provided herein are the final terms agreed upon by the parties, and any prior conflicting terms shall be of no force or effect. Rcv. 7/2016 14. CANCELLATION. Buyer shall have the right to cancel for default all or any part of the undelivered 31. House Bill 89, effective September 1, 2017, amended the Texas Government Code to add Chapter 2270, Prohibition on Contracts widt Companies Boycotting Israel. Effective September I, 2017. a state agency and a political subdivision (which includes a city) may not enter a contract with a company for goods or services unless die contract contains a written verification from the company that, (i) it does not Boycott Israel, and (ti) will not Boycott Israel during the term of the contract. By accepting this purchase order, the Vendor (Professional or other applicable term defining the contracting party) verifies that it does not Boycott Israel, and agrees that during the term of tlus Agreement (Contract as applicable) will not Boycott Israel as that term is defined in Texas Government Code Section 803,001. as amended. A quote for your consideration! Total: $2,860,661.76 Based on your business needs, we put the following quote together to help with your purchase decision. Please review your quote details below, then contact your sales rep when you're ready to place your order. Quote number: 1022838773698.1 Company name: CITY OF LUBBOCK Sales rep information George Suliin George—SuIiin@Dell.com (800)456-3355 Ext: 5132226 Pricing Summary Item VLA VMWARE-ELA State Contract #: DIR-SDD-1951 Quote date Sep. 8, 2017 Customer number: 1784159 Billing Information: CITY OF LUBBOCK PO BOX 2000 LUBBOCK TX 79457-0001 US (806) 775-2626 Quote expiration: Oct. 30, 2017 Phone: (806) 775-2626 Qty Unit Price Subtotal $2,860,661.76 $2,860,661.76 Subtotal: $2,860,661.76 Shipping: $0.00 Environmental Fees: $0.00 Non -Taxable Amount: $0.00 Taxable Amount: $0.00 Estimated Tax: $0.00 Total: $2,860,661.76 Special lease pricing may be available for qualified customers. Please contact your DFS Sales Representative for details. Page 1 © 2014 Dell Inc. U. S. only. Dell Inc. is located at One Dell Way. Mail Stop 8129, Round Rock. TX 78682. Dear Customer, Your Quote is detailed below; please review the quote for product and information accuracy. If you find errors or desire certain changes please contact me as soon as possible. Regards, George Suliin Order this quote easily online through your Premier page, or if you do not have Premier, using Quote to Order Page 2 2014 Dell Inc. U.S. only. Dell Inc. is located at One Dell Way. Mail Stop 8129. Round Rock, TX 78682. Shipping Group 1 Shipping Contact: RECV DEPT SKU Description Shipping phone: Shipping via: (806) 775-2366 DELL Standard Delivery VLA VMWARE-ELA Contract No: 42AFU Customer Agreement No: DIR-SDD-1951 A9873381 City of Lubbock ELA Details: Term: 5 years (60 months) EA #: 111197176 Support Type: Production Support ELA Subtype: IB: 111197176 ELA Components: VMware vCenter Server 6 Standard for vSphere 6 (Per Instance) --- Qty 1 Capped VMware Site Recovery Manager 6 Enterprise (25 VM Pack) --- Qty 14 Capped Consulting 8 Learning Credits - Prepaid Services PSO Credit 1201+ --- Qty 6,500 Capped VMware vRealize Network Insight Advanced - Add -on for NSX (per CPU) --- Qty 110 Capped Upgrade: VMware vSphere 6 Standard to vSphere 6 Enterprise Plus for 1 Processor --- Qty 32 Capped VMware vRealize Suite 7 Advanced (Per PLU) --- Qty 64 Capped Upgrade: VMware vRealize Operations 6 Standard (Per CPU) to VMware vRealize Suite 7 Advanced --- Qty 32 Capped Upgrade: VMware vSphere 6 with Operations Management Enterprise Plus (Per CPU) to VMware vCloud Suite 7 Advanced --- Qty 14 Capped VMware vSphere 6 Enterprise Plus for 1 processor --- Qty 64 Capped VMware NSX Enterprise per Processor --- Qty 110 Capped VMware vSAN 6 Enterprise for 1 processor --- Qty 64 Capped Qty 1 Shipping Address: CITY OF LUBBOCK 1611 10TH ST LUBBOCK TX 79401-0000 US Unit Price Subtotal $2,860,661.76 $2,860,661.76 Subtotal: $2,860,661.76 Shipping: $0.00 Environmental Fees: $0.00 Estimated Tax: $0.00 Total: $2,860,661.76 Page 3 G 2014 Dell Inc. U.S. only. Dell Inc. is located at One Dell Way, Mail Stop 8129. Round Rock, TX 78682. Important Notes Terms of Sale Unless you have a separate written agreement that specifically applies to this order, your order will be subject to and governed by the following agreements, each of which are incorporated herein by reference and available in hardcopy from Dell at your request: Dell's Terms of Sale (www.dell.com/learn/us/en/uscorpl/terms-of-sale), which include a binding consumer arbitration provision and incorporate Dell's U.S. Return Policy (www.dell.com/returnpolicy) and Warranty (for Consumer warranties ; for Commercial warranties). If this purchase includes services: in addition to the foregoing applicable terms, the terms of your service contract will apply (Consumer; Commercial). If this purchase includes software: in addition to the foregoing applicable terms, your use of the software is subject to the license terms accompanying the software, and in the absence of such terms, then use of the Dell -branded application software is subject to the Dell End User License Agreement - Type A (www.dell.com/AEULA) and use of the Dell -branded system software is subject to the Dell End User License Agreement - Type S www.dell.com/SEULA). If your purchase is for Mozy, in addition to the foregoing applicable terms, your use of the Mozy service is subject to the terms and conditions located at https://mozy.com/about/legal/terms. You acknowledge having read and agree to be bound by the foregoing applicable terms in their entirety. Any terms and conditions set forth in your purchase order or any other correspondence that are in addition to, inconsistent or in conflict with, the f oregoing applicable online terms will be of no force or effect unless specifically agreed to in a writing signed by Dell that expressly references such terms. Pricing, Taxes, and Additional Information All product, pricing, and other information is valid for U.S. customers and U.S. addresses only, and is based on the latest information available and may be subject to change. Dell reserves the right to cancel quotes and orders arising from pricing or other errors. Please indicate any tax-exempt status on your P0, and fax your exemption certificate, including your Customer Number, to the Dell Tax Department at 800-433-9023. Please ensure that your tax -exemption certificate reflects the correct Dell entity name: Dell Marketing L.P. Note: All tax quoted above is an estimate; final taxes will be listed on the invoice. If you have any questions regarding tax please send an e-mail to Tax_Department@dell.com. For certain products shipped to end -users in California, a State Environmental Fee will be applied to your invoice. Dell encourages customers to dispose of electronic equipment properly. Page 4 O 2014 Dell Inc. U.S. only. Dell Inc. is located at One Dell Way, Mail Stop 8129, Round Rock, TX 78682 ENTERPRISE LICENSE AGREEMENT (ELA) — City of Lubbock This Enterprise License Agreement (ELA) sets forth the terms and conditions for purchasing the Offerings specified below. This ELA is for the customer or you identified below ("Customer" or "You") and is made and entered into as of the Effective Date. Customer Name: City of Lubbock Customer Address: 916 Texas Ave, Lubbock, TX 79401, UNITED STATES Entitlement Account (EA)#: 111197176 Customer is issuing PO related to this ELA to a VMware channel partner Effective Date: (if blank, then the Effective Date is the last indicated date of execution) ELA Period Commencement Date: Effective Date Territory: United States ELA Period Expiration Date: 5 years following the Effective Date ORDER INFORMATION Customer is ordering the VMware offerings listed on the ELA Schedule on Exhibit A (the "Offerings"). The Offerings may include VMware software, various services, and purchasing tokens or credits. Customer's use of the Offerings is limited to the Territory listed on this ELA. 1. Software and Support Services Terms. Customer's use of the Software is subject to the End User License Agreement accompanying or embedded in the Software, a copy of which can be found at hftp://www.vmware.com/download/eula. Customer's use of the Support Services is subject to the support services terms at hftp://www.vmware.com/support/policies. a) Deployment Rights. Customer may deploy the Software listed in ELA Schedule. A license to the Software shall be deemed "deployed" if the Software has been installed and Customer has entered a license key, if necessary, to run the Software. For subscription Software, Customer may only use the Subscription Software for the ELA period, unless Customer continues to pay the applicable renewal fees. b) Software Delivery. VMware shall deliver the Software to Customer by, at VMware's discretion, either: (a) making the Software available for download and emailing the corresponding license key(s); (b) making the Software available for download in a fashion that does not require a license key; or (c) shipping the Software on physical media and emailing the corresponding license key(s). All Software shall be deemed delivered and accepted upon VMware (i) making the Software available for download without the requirement of a license key or (ii) emailing the corresponding license key(s) to Customer. If the Software will be delivered on physical media, shipping and delivery terms are Ex Works VMware's regional fulfillment facility (INCOTERMS 2010). c) Reporting. Within thirty (30) days following expiration of the ELA Period, Customer shall report to VMware the total number of Software licenses Customer deployed as of the ELA Period Expiration Date. Customer shall also provide VMware with any other information reasonably requested by VMware to confirm Customer's compliance with the terms of this ELA. Such report shall be provided via e-mail to LicenseAdvisory@vmware.com, or as otherwise specified by VMware in writing. If Customer fails to meet the reporting requirements in this Section, VMware may audit Customer's compliance with the terms of this ELA, at Customer's expense. 2. Training and Consulting Credits. Customer's use of the training and consulting credits is subject to the terms posted at http://www.vmware.com/files/pdf/services/consserv-pso-credits-datasheet.pdf. 3. Customer and Customer Reorganization. Customer shall not, and shall not allow or permit any third party to, deploy, use or provide access to the Offerings for the benefit of the operations of any other group, entity, department or agency which (a) is in a controlling, parallel, or subordinate position; or (b) becomes part of or takes over part of the operations of Customer as a result of a government or academic Reorganization. "Reorganization" means any consolidation, division, change of control, or other similar action involving Customer and any third party. The following shall not be included in the definition of Customer: any federal, state, or local entities, public/private educational entities, healthcare groups, or any other affiliated cooperatives, agencies, alumni, or other entities outside of City of Lubbock except as otherwise specifically set forth herein. 4. Customer Reference. Customer agrees that VMware may reference Customer as a customer of VMware, subject to trademark and logo usage guidelines provided by Customer. 5. Third Party Beneficiary. VMware is a direct and intended third party beneficiary of the provisions of this ELA and entitled to enforce the terms of this ELA directly against Customer. 6. Order of Precedence. The terms and conditions of this ELA shall prevail over any additional or conflicting terms in any purchase order Customer issues to VMware or any other terms for the Offerings. Unless otherwise modified in this ELA, any terms accompanying the Offerings shall remain in full force. Customer hereby agrees that any purchase orders Customer issues to VMware do not have to be signed to be valid and enforceable. 7. Assignment. Customer may not assign, subcontract or transfer this ELA and any of Customer's rights or obligations hereunder, in whole or in part, whether voluntarily, by operation of contract, law or otherwise, including by way of change of control, sale of assets, merger or consolidation without VMware's prior written consent, and any attempt by Customer to assign this ELA without such consent shall be null and void and of no force and effect. EXHIBIT A ELA Schedule OFFERINGS A. ON -PREMISE SOFTWARE (Perpetual Licenses) Customer is purchasing the following VMware software ("Software") as it exists as of the Effective Date. DESCRIPTION OF SOFTWARE MAXIMUM AUTHORIZED DEPLOYMENT DURING THE ELA PERIOD VMware vCenter Server Standard for vSphere (Per Instance) 1 License(s) VMware Site Recovery Manager Enterprise (25 VM Pack) 14 Pack(s) (25 Pack) VMware vRealize Network Insight - Add -on for NSX (per CPU) 110 License(s) Upgrade: VMware vSphere Standard to vSphere Enterprise Plus for 1 Processor 32 License(s) VMware vRealize Suite Advanced (Per PLU) 64 License(s) Upgrade: VMware vRealize Operations Standard (Per CPU) to VMware vRealize Suite Advanced 32 License(s) Upgrade: VMware vSphere with Operations Management Enterprise Plus (Per CPU) to VMware vCloud Suite Advanced 14 License(s) VMware vSphere Enterprise Plus for 1 processor 64 License(s) VMware NSX Enterprise per Processor 110 License(s) VMware vSAN Enterprise for 1 processor 64 License(s) B. SUPPORT AND SUBSCRIPTION SERVICES ("Support Services") Customer is purchasing the following Support Services to be provided during the ELA Period: 6.1 On -Premise Software (perpetual licenses): During the ELA Period, VMware shall provide Customer with Production Level Support Services for the Software licensed on a perpetual basis. B.2 Pre-ELA Installed Software: During the ELA Period, VMware shall provide Customer with Production Level Support Services for the following list of software previously licensed by Customer (Pre-ELA Installed Software), which are coterminous with the ELA Period. The Pre-ELA Installed Software is not subject to any license fees in this ELA. If the Pre-ELA Installed Software includes any licenses granted to Customer's affiliated entities, the purchase of Support Services for such Pre-ELA Installed Software under this ELA does not automatically transfer such software licenses to Customer. SKU Description of Pre-ELA Total Notes Installed Software VS6-EPL VMware vSphere Enterprise 16 Plus for 1 processor VS6-OEPL VMware vSphere with 14 Operations Management Enterprise Plus for 1 processor VCS6-STD VMware vCenter Server 1 Standard for vSphere (Per Instance) VR6-OSTDC VMware vRealize Operations 32 Standard (Per CPU) VS6-STD VMware vSphere Standard for 1 32 - processor ST6-AD VMware vSAN Advanced for 1 6 processor C. TECHNICAL AND CONSULTING SERVICES. Customer is purchasing the following technical and consulting services: CA Training & Consulting Credits. Customer is purchasing the following training and consulting credits with no time limit on usage. Description Quantity Consulting & Learning Credits - Prepaid Services PSO Credit 1201+ 6,500 CERTIFICATE OF INTERESTED PARTIES FORM 1295 1 of 1 Complete Nos. 1- 4 and 6 if there are interested parties. Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties. OFFICE USE ONLY CERTIFICATION OF FILING Certificate Number: 2017-265971 Date Filed: 09/27/2017 Date Acknowledged: 09/28/2017 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. Dell Marketing, L.P. Round Rock, TX United States 2 Name of governmental entity or state agency that is a party to the contract for which the form is being filed. City of Lubbock, Texas 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. 13667 VLA VMware ELA 4 Name of Interested Party City, State, Country (place of business) Nature of interest (check applicable) Controlling I Intermediary Dell, Michael Round Rock, TX United States X 5 Check only if there is NO Interested Party. ❑ 6 AFFIDAVIT I swear, or affirm, under penalty of perjury, that the above disclosure is true and correct. Signature of authorized agent of contracting business entity AFFIX NOTARY STAMP / SEAL ABOVE Sworn to and subscribed before me, by the said this the day of 20 to certify which, witness my hand and seal of office. Signature of officer administering oath Printed name of officer administering oath Title of officer administering oath Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.3337 CERTIFICATE OF INTERESTED PARTIES FORM 1-295 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. 2017-265971 Dell Marketing, L.P. Round Rock, TX United States Date Filed: 09/27/2017 2 Name of governmental entity or state agency that is a party to the contract for which the form is being filed. City of Lubbock, Texas Date Acknowledged: 3 Provide the identification number used by the governmental entity or state agency to track or identify description of the services, goods, or other property to be provided under the contract. the contract, and provide a 13667 VLA VMware ELA 4 Name of Interested Party City, State, Country (place of business) Nature of interest (check applicable) Controlling I Intermediary Dell, Michael Round Rock, TX United States X 5 Check only if there is NO Interested Party. ❑ 6 AFFIDAVIT I swear, or affirm, under penalty of perjury, that c abn'7�76­dis e is true and correct. PAULA MARIE BECK Notary Public, Muskegon Co., Michigan My Commission Expires 11/0 g0 Signature of authorized agent of contracting business entity Acting in the County of Muskegon AFFIX NOTARY STAMP / SEAL ABOVE Sworn to and subscribed before me, by the said Cynthia B. Radel this the 27th day of September 20 17 to certify which, witness my hand and seal of office. Ca cO-u 1-7k- -�—e ult LCC Signature of offic4 administering qAth Primed name of officer administering oath Title of officer administering oath Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.3337