HomeMy WebLinkAboutResolution - 2017-R0391 - PO With Microsoft Corporation - 10/26/2017Resolution No.2017-R0391
Item No.6.9
October 26,2017
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 behalf of the City of Lubbock,Purchase Order No.33000927 for the purchase of Microsoft
Premier Support Services as per DIR-TSO-3781,by and between the City of Lubbock and
Microsoft Corporation of Redmond,Washington,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 October 26, 2017 .
DANIEL M.POPE,MAYOR
ATTEST:
}JL^~tZr
Rebecca Garza,City Secre
APPROVED AS TO CONTENT:
Mark Yeai^yood,Assistant (City Manager
APPROVED AS TO FORM:
RyajrBro^ke,Assistant City Attorney
ccdocs/RES.Purchase Order 33000927.Microsoft Premier Support Services
10.09.2017
0 City of
Lubbock
TEXAS PURCHASE ORDER
TO
MICROSOFT CORPORATION
ONE MICROSOFT WAY
REDMOND Washington 98052-9953
SHIP TO:
Page - 1
Date - 10/19/2017
Order Number 33000927 000 OP
3410
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:
Marta Alvare D ector of Purchasing & Contract Management
Ordered 10/09/2017 Freight
Requested 11/30/2017 Taken By
Delivery Per J Zhine / Req # 50971
S SUMMERS
MS PremierSupSrvc/DIR-TSO-3781
Description/Supplier Item
Ordered
Premier Support Services
1.000
Support Acct Management 120 hr
Support Assistance
1.000
80 hours
Problem Resolution Support
1.000
80 hours
Unlimited Access to Premier
1.000
Online Services
Unit Cost UM Extension Request Date
63,400.0000 EA 63,400.00 11/30/2017
EA 11/30/2017
EA 11/30/2017
EA 11/30/2017
Total Order
Terms NET 30 63,400.00
Seller and Buyer agree as
follows:
PURCHASE ORDER
TERMS AND CONDITIONS
IMPORTANT: READ CAREFULLY
STANDARD TERMS AND CONDITIONS
CITY OF LUBBOCK, TX
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, (e) 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 Polly 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 perforning 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.
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
vitiation 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
Iaw 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 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 of this agreement. If Buyer doesnot 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 Ponds 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 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
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 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.
17. 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 conformitywith
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 "Uniforn 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 attorneys
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 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 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:
htm://www.ci lubbock.tx usideoartmental-websites/departments/purchasine/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.
31. By accepting this purchase order, the Vendor verifies that it does not Boycott Israel, and agrees that during
the term of this Agreement (Contract as applicable) will not Boycott Israel as that term is defined in Texas
Government Code Section 808.001. as amended.
Rev. 102017
100-- City of0
Lubock
TEXAS
PURCHASE ORDER
TO: MICROSOFT CORPORATION
ONE MICROSOFT WAY
REDMOND Washington 98052-9953
Page -
Date - 10/10/2017
Order Number 33000927 000 OP
SHIP TO: 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:
M Alvarlz, Directf of Purchasing & Contract Management
Ordered 10/09/2017 Freight
Requested 11/30/2017 Taken By
Delivery Per J Zhine / Req # 50971
INSURANCE CERTIFICATE REOUIRED PRIOR TO SERVICE:
MS PremierSupSrvc/DIR-TSO-3781
S SUMMERS
10
. 1A
Commercial General Liability, $2,000,000 General Aggregate
Automotive Liability -Any Auto- $500,000 Aggregate VP
Products-Comp/Op Agg $2,000,000; Personal & Adv. Injury
Workers Compensation- Statutory Amounts
$1,000,000; Med Exp $5,000
Employers' Liability -$1,000,000
City of Lubbock is named as additional insured on Auto/General Liability on a primary and non-contributory basis to include products of completed
operations endorsement. Waiver of subrogation in favor of the City of Lubbock on all coverage. Copies of endorsements required.
This purchase order encumbers funds in the amount of $63,400.00 awarded to Microsoft Corporation of Redmond, WA on
October 2f 2017. The following is incorporated into and made part of this purchase order by reference: Microsoft Premier
Support Services from Microsoft Corporation of Redmond, WA and State of Texas Department of Information Resources (DIR)
Contract DIR-TSO-3781. Resolution # 2017-RO391
CITY OF LUBBOCK
Daniel M. Pope, Mayor
ATTEST:
Rebe ca Garza, City Secret
I
Seller and Buyer agree as
follows:
PURCHASE ORDER
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 atender 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.
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
vitiation 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 famished 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 by way of infringement of the like. Buyer makes no
warranty that the production ofgoods 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 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.
14. CANCELLATION. Buyer shall have the right to cancel for default all or any pan of the undelivered
portion of this order if Seller breaches any of the terns 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 '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.
17. 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 confarmitywith
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 w 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, oasts
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 attorneys
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 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 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 assignor 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/delzartments/nurchasine/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 tennis 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.
31. By accepting this purchase order, the Vendor verifies that it does not Boycott Israel, and agrees that during
the term of this Agreement (Contract as applicable) will not Boycott Israel as that term is defined in Texas
Government Code Section 808.001, as amended.
Rev. 10/2017
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Appendix E
MICROSOFT PREMIER SUPPORT SERVICES DESCRIPTION
(Microsoft Affiliate to complete)
Services Description Number
(For Microsoft Internal Purposes Only)
MSL Number
This services description ("Services Description") is made pursuant to the State of Texas Department of Information
Resources Contract for Services # U5228634 (the "Agreement") effective as of 05102/2017, which is incorporated
herein by this reference. In this Services Description "You", "Your" or "Customer" means the undersigned customer or
affiliate and "We," "Us," or "Our' means the undersigned Microsoft affiliate. Any terms not otherwise defined herein
will assume the meanings set forth in the Agreement.
Customer Invoice Information
Name of Customer Contact Name (this person receives invoices under this Services Description
City of Lubbock unless otherwise specified on Your purchase order.)
David N McGaughey
Name of Customer or Affiliate that executed the Agreement if different than the undersigned
Street Address Contact E-mail Address
1625 13th Street DMcGaughey@mail.ci.lubbock.tx.us
City
State/Province Phone
Lubbock
TX 806-775-2372
Country
Postal Code Fax
USA
79401
Invoicing
Premier Support is a non-refundable, prepaid service. We must receive a purchase order, check, or other acceptable form of
payment before We provide Premier Support services ("Services"). If You issue a purchase order, we will invoice You, and You
agree to pay Us within 30 calendar days of the date of Our invoice. We reserve the right to adjust Our fees prior to
entering into any new Fee and Named Contacts Schedule(s).
Term
This Services Description will commence on 11/01/2017 (the "Commencement Date") and will expire on 10/31/2018 (the
"Expiration Date"), unless otherwise extended by a subsequent FNCS.
By signing below the parties agree to be bound to the terms of the Agreement and this Services Description.
Customer
Name of Customer (please print)
City of Lubbock
Si94ature
Name of person signing (please print)
DANIEL M. POPE
Title of person signing (please print)
MAYOR
Premier6AServices
Microsoft Affiliate
Name
Microsoft Corporation
Signatur Docu
Signedby.
El
C3DWC32485...
Name of person signing (please print)
David T. Gallagher
Title of person signing (please print)
Director of Contracts
Date 9/21/2017
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Appendix E
PREMIER SUPPORT SERVICES
1. OVERVIEW.
This Services Description describes the Services available for purchase. It also sets forth the parties' responsibilities and
the prerequisites and assumptions associated with the Services. The Services focus on the following key areas:
Service Delivery Management from an assigned Microsoft resource ("Services Resource") helps build and
maintain the service improvement roadmap with Your management and service delivery staff and helps You
plan the specific Services to meet Your business requirements. Services Delivery Management may also be
referred to as Support Account Management.
Support Assistance provides short-term advice and guidance for problems not covered with Problem
Resolution Support as well as requests for advisory assistance, development and deployment issues.
Designated Support Engineering provides product specific support direct from a Microsoft professional on
a part-time or full-time basis.
Workshops and Events help You prevent problems, increase system availability and create solutions based
on Microsoft technologies.
Information Services provide Your staff with the latest knowledge and information on Microsoft technologies
to enhance Your in-house support capabilities.
Problem Resolution Support provides assistance for problems with specific symptoms encountered while
using currently supported Microsoft products, where there is a reasonable expectation that the problem is
caused by Microsoft products.
2. AVAILABLE SERVICES.
You may purchase any combination of the following Services, subject to certain minimum requirements. The Services
You purchase, and the associated fees will be set forth in an attached Fee and Named Contacts Schedule(s). The
complete list of Services below may not be available in all countries. For a detailed list of Services available outside the
United States, please contact Your Services Resource.
2.1 Service Delivery Management. The Service Delivery Manager (referred to as a "Technical Account Manager' or
"TAM" in most geographies) orchestrates the management and delivery of Microsoft Premier Support services. This
Service Delivery Management includes planning to assess Your current state of IT, building a plan to address
improvement points and working with You to attain the desired state of Your IT operations. Service Delivery
Management also incorporates monitoring and managing the quality and timeliness of other Premier Support Services.
TAMS also serve as the consolidation point for Your feedback regarding the Service to other Microsoft groups. TAMS
can be Pooled, Designated or Dedicated determined by the level of Your engagement with us. "Pooled" refers to services
provided by a team ofTAMs, "Designated" refers to a single TAM who serves multiple accounts, and "Dedicated" refers
to a single TAM who serves a single account.
a Service Introduction. At the beginning of the contract period, the TAM will organize one or more Service Introduction
sessions with You. The goal of this session is to introduce the service to whoever is going to use it, explain how to select
and plan Support Assistance services, show how to log assisted break -fix support requests, also known as incidents, and
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demonstrate available tools. In the session, the TAM will start collecting the information which will form the basis of
the follow-up Service Delivery Planning session.
b. Service Delivery Plan. The Service Delivery Plan ("SDP") forms the basis of Your Premier Support Services. It is here that
the TAM will draw up a customized service plan specific to Your needs. The TAM will conduct a session for Your team
authorized to make decisions about Your IT -operations objectives, current issues and projects. You will then determine
how and when Services are to be applied through joint consultation with Us. At the end of this session, You will have an
SDP which the TAM will monitor and adjust based on Your needs throughout the term.
c Service Reviews. On an ongoing basis, the TAM will review the past period's services, report to You on what has been
delivered, improved, monitor Your satisfaction levels and discuss any actions or adjustments which may be required.
These reviews may consist of standard status reports, virtual, or onsite status meetings. Customized reporting is also
available; however, this may require an additional order, determined by the level of Service Delivery Management
included in Your purchased services.
d. Critical Security Support Advice. The TAM will notify You of critical Microsoft Security Bulletins. If You have a Designated
or Dedicated TAM, Your TAM will help You assess the impact of this information to Your IT infrastructure.
e. Incident Management. The TAM will provide oversight of support incidents to drive timely resolution and high quality
of support delivery.
f. Crisis Management. During situations where You experience critical business impacts, TAMs and Critical Situation
Managers coordinate Microsoft's Critical Situation response providing 247 issue ownership and update
communications to You as appropriate for the severity of the incident.
g Proactive Services Maturity Review. The Proactive Services Maturity Review is an initial method for identifying
potential problems with Your IT operations helping build an actionable plan to reach the desired state of Your IT
operations increasing the value of Your investment in Microsoft technology. This service is available to You if You have
a Designated or Dedicated TAM.
h. Remediation Planning. The TAM may consolidate actions for improvement prompted by the findings of proactive
assessments conducted. This will provide a basis for the creation of overall improvement advice and a Remediation
Plan. Follow up takes place through the scheduled Service Reviews. This service is available to You if You have a
Designated or Dedicated TAM.
i. Microsoft Product/Online Services Lifecycle Awareness. The TAM may provide You with regular reports on
developments within the Microsoft organization and shall advise You on any updates around Microsoft product lifecycle
or roadmap which may be applicable to Your organization and may provide benefits for Your organization. This service
may be available to You if You have a Designated or Dedicated TAM.
j. Incident Trend Analysis & Advice. The TAM may provide one or more reviews of Your incident history. The focus of the
TAM in this review will be on people, process and technology aspects of high business impact incidents logged with Us
involving any supported Microsoft technology. The outcome of the review will be recommendations on operations
improvement activities, people readiness or technology changes, all focused on the objective of helping You lower Your
IT operations costs. This service may be available to You if You have a Designated or Dedicated TAM.
k Process Guidance. The TAM may provide basic information on recommended practices related to the Information
Technology Infrastructure Library ("ITIL") and/or the Microsoft Operations Framework ("MOF"). This service may be
available to You if You have a Designated or Dedicated TAM.
2.2 Support Assistance. Support Assistance provides short-term advice in relation to Microsoft products to help You minimize
future support incidents and other problems before they result in end users impacted. Support Assistance may include advice
and guidance in relation to infrastructure, development and deployment issues. Your Services Resource will work with You to
scope and determine Your specific Support Assistance needs.
The following are types of Support Assistance that can be utilized under this Services Description:
a Reviews. A review is an assessment of a specific system, application, operations process or architecture to address,
development, deployment, and supportability issues for current or planned implementations of Microsoft technologies.
These technical and operational engagements are designed to proactively assess and mitigate risk to prevent/minimize
issues, as well as, optimize operations health based on Our recommended practices. Each review is individually scoped
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Appendix E
and estimated prior to scheduling resources, and a written report is produced to document findings and
recommendations.
la Development Support Assistance. Development Support Assistance helps You in Your creation and development of
applications on the Microsoft platform that integrate Microsoft technologies. Development Support Assistance
specializes in Microsoft development tools and technologies.
c Advisory Services. Advisory Services are a consultative support option that provides support on short term (typically 6
hours or less) and unplanned issues. This service has been designed for IT professionals and developers for short
engagements. Advisory Services includes advice, guidance and knowledge transfer intended to help You implement
Microsoft technologies in ways that avoid common support issues and decrease the likelihood of system outages.
d Root Cause Analysis. Root Cause Analysis ("RCA") is the process through which the cause and effect relationships of an
event are analyzed. You must request RCA during a support incident. RCA is only available during regular business hours
and may require an additional charge.
e Lab Access. Microsoft can provide You with access to a lab facility to assist You with bench marking, testing, prototyping,
and migration activities of Microsoft products. These facilities must be scheduled in advance and are subject to
availability.
Support Assistance is charged on an hourly, daily, or per Service fee depending on the type of Support Assistance requested. If
not otherwise prepaid, We will deduct an appropriate number of Support Assistance hours, rounded up to the nearest hour, to
cover the value of a daily rate or fixed fee Support Assistance engagement. Your Services Resource can provide You with the rates
applicable to the Support Assistance services requested. If You ordered one type of Support Assistance service and wish to
exchange it for another, You may apply those hours to an alternative service where available and agreed with Your Services
Resource.
2.3 Designated Support Engineering. Designated Support Engineering ("DSE") is available during normal business hours and
supports the specific Microsoft products/technologies You select with a focus on delivering engaged, hands-on preventative
support. We will deduct Designated Support Engineering from the total number of Designated Support Engineering hours You
purchased. After normal business hours, You should follow existing Premier Support procedures for initiating and escalating
incidents.
Designated Support Engineering resource(s) will be allocated, prioritized and assigned as agreed upon by both parties during an
engagement initiation meeting, which will be documented and delivered to You as part of Your Service Delivery Plan. The focus
areas for DSE services include:
a Problem Prevention and Resolution services designed to:
• Help You develop and implement strategies for providing proactive support to help prevent future incidents
and increase availability of Your covered Microsoft technologies.
• Help determine root cause of recurring incidents and provide recommendations to prevent further
disruptions in the designated Microsoft technologies.
b. Technical and Business Focus designed to help You:
• Maintain deep knowledge of Your current and future business requirements and configuration of Your
information technology environment.
• Proactively document recommendations of the use of Premier Support related deliverables, e.g.
supportability reviews, health checks, workshops, risk assessment programs, etc.
• Help make Your deployment and operation activities consistent with Your planned and current
implementations of Microsoft technologies.
• Enhance Your support staffs' technical and operational skills.
• Encourage and assist in the creation and maintenance of customer -specific documentation to support Your
environment configuration, disaster recovery, network topology, etc. for the designated Microsoft
technologies.
2.4 Workshops and Events. The goal of Workshops and Events are to provide You with technical information to assist
in the supportability, development or deployment of Microsoft technologies. Additional benefits may include instruction
to help reduce the number and impact of problems related to Microsoft Products which You experience.
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You may either prepay separately for Workshops and Events or, at Your request, we will deduct an equivalent amount
of Your prepaid Support Assistance hours to cover the Workshops or Events You select. Workshops and Events can
include the following:
a Workshops. Workshops are instructor -led training sessions that emphasize Microsoft technologies.
Workshops can be provided remotely, at Your facility or on location at Microsoft. If You elect to have a
Workshop conducted at Your facility, We will provide You with specifications for configuring Your environment
prior to the delivery of the Workshops. Workshops are individually scoped and priced depending upon the
length, delivery location and material presented. Your Services Resource can provide You with a current list of
available Workshops and the associated fees.
b. Events. Events are broad and deep technical presentations, combined with hands-on labs that provide training
and facilitate Your implementations of Microsoft technologies. These Events may provide the opportunity to
interact with Microsoft product groups, Premier Support development resources and Microsoft marketing
contacts. Events can be provided remotely, at Your facility, or at Microsoft. Your Services Resource can provide
You with information about scheduled Events.
You may not record or broadcast Workshops or Events in any manner. Any materials or sample code provided to
participants in conjunction with a Workshop or Event are intended for the exclusive use of the participant.
2.S Information Services. Information Services provide You with technical information about Microsoft products and
support tools that help You to implement and operate Microsoft products in a more efficient and effective manner. The
Microsoft Premier Online website provides access to the following information resources:
• Regularly updated product news flashes documenting key support and operational information about
Microsoft products.
• Critical problem alerts notifying You of potentially high -impact problems.
• Web response tool for submitting and checking the status of support incidents.
• Microsoft KnowledgeBase of technical articles and troubleshooting tools and guides.
2.6 Problem Resolution Support. Problem Resolution Support provides assistance for problems with specific
symptoms encountered while using Microsoft products, where there is a reasonable expectation that the problems are
caused by Microsoft products. Problem Resolution Support can include any combination of the following services:
a 24/7 Problem Resolution Service. Problem Resolution Support is available 24 hours a day, 7 days a week for
most severities. Requests for support may be submitted via telephone or electronically through the Microsoft
Premier Online website by Your designated contacts, except for Severity 1 and A which must be submitted via
telephone as set forth in this section. Problem Resolution Support is charged on an hourly basis and includes
the commercially reasonable amount of hours of Services necessary to troubleshoot and help resolve the
support issue. Problem Resolution Support is deducted from the pre -paid hours set forth in Your Fee and
Named Contacts Schedule(s). In the event we deem the support issue to be a bug, we will not charge Problem
Resolution hours to You. If You exhaust all prepaid hours while We are addressing a particular incident, We
will charge You in arrears for Our additional efforts to address the incident. You may need to purchase
additional Problem Resolution Support hours before We will respond to additional incidents.
b Elevated Initial Response Time. The response time varies by severity and is the period of time that occurs
between the creation of the service request and the time that the services resource communicates with You.
c Critical Situation and Crisis Escalation. Problems of a Catastrophic or Critical business impact (Severity 1 or
A) are deemed to be Critical Situations requiring 247 support from both Microsoft and You until the issue can
be resolved or mitigated. Microsoft provides a Critical Situation Manager as well as technical resources both
remotely and on -site as needed to assist with resolution. Critical Situation Managers are individuals that are
assigned to help drive prompt resolution to the issues through proper case engagement, escalation,
resourcing, and coordination. Onsite services may require an additional charge.
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d Third Party Support Coordination. Microsoft is a member of TSANet and will work with You to troubleshoot
the environment and the problem, to the best of our knowledge. These efforts can help You to resolve
problems that are not attributed to Microsoft Products including:
• Errors caused by Your networking infrastructure, hardware, non -Microsoft software, operational
procedures, architecture, IT service management process, system configuration or human error.
• Multi -vendor coordination interoperability problems. Upon Your request, We will collaborate with
third -party software suppliers to help resolve complex multi -vendor product interoperability issues.
If we need to work with a third -party to solve an incident, we will attempt to do so; however, it is the
responsibility of the third -party to support its product.
e Onsite Support. Onsite Support will provide both reactive and proactive support for You at Your location.
This service is subject to Microsoft's resource availability and may require an additional charge.
f. Your Obligations and Definitions of Severity. You are responsible for setting the initial severity level in
consultation with Us and You can request a change in severity level at any time. The incident severity will
determine the response levels within Microsoft and estimated response times and Your responsibilities. These
are defined in the following table:
Severity
Situation
1
Catastrophic business impact:
Submission
via phone
• Complete loss of a core
business process and work
only
cannot reasonably continue
• Needs immediate attention
A
Critical business impact:
Submission
via phone • Significant loss or
degradation of services
only . Needs attention within 1 hour
B
Moderate business impact:
Submission
via phone or Moderate loss or degradation
of services but work can
web reasonably continue in an
impaired manner.
Needs attention within 2
Business Hours'
Our Expected Response
• 1" call response in 1 hour orless
• Our Resources at Your site as soon
as possible.
• Continuous effort on a 247 basis
• Rapid Escalation within Microsoft
to Product teams
• Notification of Our Senior
Executives
• 1" call response in 1 hour or less
• Our Resources at Your site as
required.
• Continuous effort on a 247 basis
• Notification of Our Senior
Managers
• 1s' call response in 2 hours or less
• Continuous effort on a 247 basis'
Your Expected Response
• Notification of Your Senior executives
• Allocation of appropriate resources to
sustain continuous effort on a 247
basis'
• Rapid access and response from
change control authority
• Allocation of appropriate resources to
sustain continuous effort on a 247
basis'
• Rapid access and response from
change control authority
• Management notification
• Allocation of appropriate resources to
sustain continuous effort on a 247
basis'
• Access and response from change
control authority within 4 Business
Hours'
C • 1" call response in 4 hours orless • Accurate contact information on case
Minimum business impact . Effort during Business Hours' only owner
Submission 9 Y
via phone or Substantially functioning with • Responsive within 24 hours.
minor or no impediments of
web services.
Needs attention within 4
Business Hours'
Business Hours are generally defined as 9:00 AM to 5:30 PM Local Standard Time, excluding holidays and
weekends. Business hours may differ slightly in Your country.
'We may need to downgrade the severity level if You are not able to provide adequate resources or responses to enable
Us to continue with Problem Resolution efforts.
You may be required to perform problem determination and resolution activities as requested by Us. Problem
determination and resolution activities may include performing network traces, capturing error messages, collecting
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configuration information, changing product configurations, installing new versions of software or new components, or
modifying processes.
You are responsible for backing up Your data and reconstructing lost or altered files resulting from catastrophic failures.
You are also responsible for implementing the procedures necessary to safeguard the integrity and security of Your
software and data.
2.7 Additional Services. You may purchase additional Services during the term of this Services Description at any time.
The specific terms and conditions applicable to those Services, may be set forth in this Services Description, an attached
Exhibit and/or Fee and Named Contacts Schedule(s). Your purchase of additional Services will be reflected in a Fee and
Named Contacts Schedule(s) referencing this Services Description and will be charged at the prevailing price at the time
the Fee and Named Contact Schedule is issued. If You purchase additional Problem Resolution Support hours or convert
Software Assurance 247 Problem Resolution Support Incidents to Problem Resolution Support hours, You may also be
required to purchase additional Services Delivery Management. Prior to delivering additional Services, We must be in
receipt of a purchase order, check or other acceptable form of payment.
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3. PREREQUISITES AND ASSUMPTIONS.
Our delivery of Services under this Services Description is based upon the following Prerequisites and Assumptions:
a All Services will be provided remotely to Your locations in the United States unless otherwise set forth in
writing. If locations are identified in more than one country, You will receive Services from an assigned Global
Services Resource ("GSR") along with local Services Resources in each global services location. The Fee and
Named Contacts Schedule(s) will describe the Services to be provided in each of Your designated global
Services locations.
b. Where onsite visits are mutually agreed and not pre -paid, We will bill You for reasonable travel and living
expenses, or, at Your request we will deduct an equivalent number of Problem Resolution Support hours to
cover the expenses.
c All Services will be provided in the spoken language of the Microsoft Services location providing Services
unless otherwise agreed to by You and Us in writing.
d. We will provide support for all United States versions of commercially released generally available Microsoft
products identified on the "Product List," published by Microsoft from time to time on the World Wide Web
at http://microsoft.com/licensing/contracts (or at a successor site that Microsoft identifies) unless otherwise
set forth in a Fee and Named Contact Schedule, an Exhibit to this Services Description or specifically excluded
on the Microsoft Premier Online website. Non -security related Hotfix support is not available for Microsoft
products that have entered the Extended Support Phase, as defined at http://sugport.microsoft.com/lifecycle
unless You have purchased such support in an Exhibit to this Services Description.
e. Support for pre-release and beta products is not provided except as otherwise provided in an attached Exhibit.
f. All Services, including any additional Services purchased during the term of a Fee and Named Contacts
Schedule(s) shall be forfeited if not utilized during the term of the applicable Fee and Named Contacts
Schedule(s).
g. Support Assistance is dependent upon the availability of resources.
h. We can access Your system via remote connection to analyze problems at Your request. Our personnel will
access only those systems authorized by You in order to utilize remote connection assistance, You must
provide Us with the appropriate access and necessary equipment.
i. If you request cancellation of a previously scheduled service, Microsoft may choose to deduct a cancellation
fee of up to 100% of the price of the service from the support agreement if the cancellation or rescheduling
was done with less than 14 days' notice prior to the first day of delivery.
j. When purchasing Problem Resolution Support, we will require a corresponding quantity of Service Delivery
Management to facilitate delivery of Your Problem Resolution Support. If You purchase additional Problem
Resolution Support, Support Assistance, or if You convert Software Assurance hours to Problem Resolution
Support hours, You may be required to purchase additional Service Delivery Management.
k Additional Prerequisites and Assumptions may be set forth in relevant Exhibits.
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Appendix E
4. YOUR RESPONSIBILITIES.
This section sets forth Your performance obligations under this Services Description. Our performance is predicated upon You
fulfilling the following responsibilities in addition to those set forth in Section 2.6 and any applicable Exhibits. Failure to comply
with the following responsibilities may result in delays of Service.
a. You can designate named contacts as set forth in the attached Fee and Named Contacts Schedule(s), one of
which will be the Customer Support Manager ("CSM") for support related activities. The CSM is responsible for
leading Your team and will manage all of Your support activities and internal processes for submitting support
service requests to Us. Each contact will be supplied with an individual account number for access to the
Microsoft Premier Online website, support issue submission and access to Your Services Resource. In addition
to the named contacts, You may also identify two types of group contacts asfollows:
• One type of contact will receive a shared account ID that provides access to the Microsoft Premier Online
website for information content and the ability to submit support requests.
• One type of contact will receive a shared account ID that provides access to the Microsoft Premier Online
website for information content only.
b. You agree to work with Us to plan for the utilization of Services based upon the service level You purchased.
c. You will submit requests for reviews along with any necessary/applicable data no later than 60 days prior to
expiration date of the applicable Fee and Named ContactsSchedule(s).
d. You agree to provide an internal escalation process to facilitate communication between Your management
and Us as appropriate.
e. You agree to respond to customer satisfaction surveys, We may provide to You from time -to -time regarding
the Services.
f. You agree to provide reasonable telephone and high-speed internet access, and access to Your internal
systems and diagnostic tools to Our Services Resources that are required to be on -site.
g. You are responsible for any travel and expenses incurred by Your employees or contractors.
S. OWNERSHIP AND LICENSE.
Except as otherwise set forth in an Exhibit (or attachment to an Exhibit) to this Services Description, this section governs the
ownership and use rights of any computer code or other materials that may be provided under this Services Description.
a. Products.
Use of any Product is governed by the Product Use Rights specific to each Product and version and by the terms of the
applicable Supplemental Agreement.
b. Fixes and Services Deliverables.
Fixes. 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, and if no use terms are provided, Customer shall have a non-exclusive,
perpetual, fully paid -up license to use and reproduce the Fixes solely for its internal use. Customer
may not modify, change the file name of, or combine any Fixes with any non -Microsoft computer
code.
Pre -Existing Work. All rights in any computer code or non -code based written materials developed
or otherwise obtained by or for the parties or their Affiliates independently of this agreement ("Pre-
existing Work") shall remain the sole property of the party providing the Pre-existing Work. During
the performance of the Services, each party grants to the other party (and Microsoft's Contractors as
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DIR-TSO-3781
Appendix E
necessary) a temporary, non-exclusive license to use, reproduce and modify any of its Pre-existing
Work provided to the other party, solely as needed to perform its obligations in connection with the
Services.
Upon payment in full Microsoft grants Customer a non-exclusive, perpetual, fully paid -up license to
use, reproduce and modify (if applicable) any Microsoft Pre-existing Work provided as part of a
Services Deliverable, solely in the form delivered to Customer, and solely for Customer's internal
business purposes.
The license to Microsoft's Pre-existing Work is conditioned upon Customer's compliance with the
terms of this agreement. "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 Services.
"Developments" means any computer code or non -code written materials (other than Products, Fixes
or Pre-existing Work) developed by Microsoft or in collaboration with Customer and left with
Customer at the conclusion of a Services engagement.
Upon payment in full, Microsoft grants Customer Joint Ownership in Developments, except
as may be otherwise explicitly agreed to in writing. "Joint Ownership" means each party has
the right to independently exercise any and all rights of ownership now known or hereinafter
created or recognized, including without limitation the rights to use, reproduce, modify and
distribute the Developments for any purpose, without the need for further authorization to
exercise any such rights or any obligation of accounting or payment of royalties.
2. Notwithstanding the prior paragraph, if the laws of Austria, France, Germany, Hungary, India,
Poland, Switzerland, or Ukraine, apply to Services per the terms of this agreement or the
determination of a court:
A. All rights in Developments are owned by Microsoft, subject to the terms of this paragraph.
B. 'Upon payment in full Microsoft grants to Customer a non-exclusive license to
Developments, except as may be explicitly agreed in a Statement of Services.
C. Customer and Microsoft may use, reproduce, and modify the Developments in all ways
of use (and all future ways of use) without any accounting or payment of royalties.
3. Each party shall be the sole owner of any modifications that it makes based upon Developments.
Customer may exercise its rights in Developments solely for its internal business operations and
may not otherwise distribute them.
iv. Affiliates' rights. 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 agreement.
c- Non -Microsoft software and technology.
Customer is solely responsible for any non -Microsoft software or technology that it installs or uses with the
Products, Fixes, or Services Deliverables. Microsoft is not a party to and is not bound by any terms governing
Customer's use of non -Microsoft software ortechnology.
If Customer installs or uses any non -Microsoft software or technology with the Products, Fixes, or Services
Deliverables, it directs and controls the installation in and use of such software or technology in the Products,
Fixes, and Services Deliverables through its actions (e.g., through Customer's use of application programming
interfaces and other technical means that are part of the Online Services). Microsoft will not run or make any
copies of such non -Microsoft software or technology outside of its relationship with Customer.
iii. If Customer installs or uses any non -Microsoft software or technology with the Products, Fixes, or Services
Deliverables, it may not do so in any way that would subject Microsoft's intellectual property or technology
to obligations beyond those included in this agreement.
d Sample Code.
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Appendix E
Upon payment in full, Microsoft grants Customer a non-exclusive, perpetual, fully paid -up license to use and modify
any software code that Microsoft provides for purposes of illustration ("Sample Code") and to reproduce and distribute
the object code form of the Sample Code, provided that Customer (1) does not use Microsoft's name, logo, or
trademarks to market, and includes a valid copyright notice on, Customer's software product in which the Sample Code
is embedded; and (2) indemnifies, holds harmless, and defends Microsoft and its suppliers from and against any claims
or lawsuits, including attorneys' fees, that arise or result from the use or distribution of the Sample Code.
e. Restrictions on use.
Customer must not:
separate and use the components of a Product on two or more computers, upgrade or downgrade
components at different times, or transfer components separately, except as provided in the Product Use
Rights;
reverse engineer, decompile or disassemble any Product, Fix, or Services Deliverable, except where applicable
law permits it despite this limitation; or
iii. distribute, sublicense, rent, lease, lend, or host any Product, Fix, or Services Deliverable except as permitted
in the applicable Supplemental Agreement, Statement of Services, the Product Use Rights, or in a separate
written agreement.
f. Reservation of rights.
All rights not expressly granted are reserved to Microsoft.
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2. MICROSOFT CONTACT
Microsoft Contact: Contact for questions and notices about this Schedule and the Services Description:
Microsoft Contact Name: Chelsea Bode
Address: Microsoft Corporation
10900 Stonelake Blvd., Ste. 225
Austin, TX 78759
chbode@microsoft.com
Phone:512-578-6848
Fax:425-708-7929
3. Customer Named Contacts
a. Premier Customer Named Contacts: Any subsequent changes to the Named Contacts should be
submitted to the Services Resource by the CSM.
M Name: David N McGaughey
f
Named Contact Name:
dress: 1625 13th Street
Address:
Lubbock, Texas 79401
Phone 806-775-2372
Phone: ( )
Email: DMcGaughey@mail.ci.lubbock.tx.us
Email:
Facsimile: ( )
Facsimile: ( )
Named Contact Name:
Named Contact Name:
Address:
Address:
)
Phone:(ail:
LrTone:(
Email:
csimile: ( )
Facsimile: ( )
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AMENDMENT TO AGREEMENT
Contract No. 13662
DIR-TSO-3781
MICROSOFT PREMIER SUPPORT SERVICES
THE AGREEMENT(S) TO WHICH THIS AMENDMENT IS ATTACHED IS/ARE HEREBY
AMENDED TO INCORPORATE THE FOLLOWING TERMS, CONDITIONS AND
PROVISIONS AND ANY CONFLICTING TERMS, CONDITIONS OR PROVISIONS IN THE
FORGOING ATTACHED AGREEMENT ARE NULL AND VOID AND OF NO EFFECT, IN
FAVOR OF THE FOLLOWING:
Parties
The contracting party is the City of Lubbock, Texas, 1625 13"' Street, PO Box 2000, Lubbock, Texas
79457-2000 (the "City") and any and all legal notices to the City of Lubbock shall be sent to the City
Secretary at that address. The parties acknowledge and affirm that no department of the City of Lubbock
has the legal authority to enter into any contract of any type or nature in the name of the department or to
accept any legal notice on behalf of the City of Lubbock.
Funding
The Parties understand and acknowledge that the funding of this Agreement is contained in City of
Lubbock's annual budget and is subject to the approval of City of Lubbock in each fiscal year. The
Parties further agree that should the governing body of the City of Lubbock fail to approve a budget
which includes sufficient funds for the continuance of this Agreement, or should the governing body of
the City of Lubbock fail to certify funds for any reason, then and upon the occurrence of such event, this
Agreement shall terminate and the City of Lubbock shall then have no further financial obligation to
Microsoft. When the funds budgeted or certified during any fiscal year by the City of Lubbock to
discharge its obligations under this Agreement are expended, Microsoft's sole and exclusive remedy shall
be to terminate this Agreement.
Venue and Applicable Law
This Agreement is subject to all applicable present and future valid laws, orders, rules and ordinances
and/or regulations of the United States of America, the State of Texas and the City of Lubbock, and any
other regulatory body having jurisdiction. This Agreement shall be construed and governed according to
the laws of the State of Texas. The sole venue for any action, controversy, dispute or claim arising under
this Agreement shall be in a court of appropriate jurisdiction in Lubbock County, Texas.
Rights and Remedies Reserved
The City reserves the right to exercise any right or remedy available 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 Agreement, the former shall control with respect to the City.
Public Information
This Agreement is public information. To the extent, if any, that any provision of this Agreement is in
conflict with Tex. Gov't. Code Ann. Chapter 552 et sea., as amended (the "Texas Public Information
Act") the same shall be of no force and effect.
Page 1 of 3
DocuSign Envelope ID: 46BDE893-9526-49C8-A462-A72BAAOA39FF
No Third -Party Beneficiaries
This Agreement is entered solely by and between, and may be enforced only by and among the City and
Microsoft Corporation. Except as set forth above, this Agreement shall not be deemed to create any
rights in or obligations to any third parties.
No Personal Liability
Nothing in this Agreement is construed as creating any personal liability on the part of any employee,
officer or agent of any public body.
No Joint Enterprise
This Agreement is not intended to, and shall not be construed to create any joint enterprise between or
among the parties.
No Indemnification by City
The parties expressly acknowledge that the City's authority to indemnify and/or hold harmless any third
party is governed by Article XI, Section 7 of the Texas Constitution and any provision which purports to
require indemnification by the City is invalid.
Sovereign Immunity Acknowledged and Retained
THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT NO PROVISION OF
THIS AGREEMENT IS IN ANY WAY INTENDED TO CONSTITUTE A WAIVER BY ANY
PARTY OF ANY IMMUNITIES FROM SUIT OR LIABILITY THAT A PARTY MAY HAVE BY
OPERATION OF LAW. THE CITY OF LUBBOCK RETAINS ALL GOVERNMENTAL
IMMUNITIES.
AG ED:
FOR THE CITY OF U CK, TEXAS
DANIEL M. POPE, MAYOR
Date: October 26, 2017
FOR: VENDOR: Docustgnedby
F1�. 1)bav_&�
David T. GallaQher. Director of Contracts
Name and Title
Date: 9/21/2017
ATTEST: The person signing on behalf of the vendor
represents and warrants that he/she has sufficient
authority to bind the vendor and enter into this
Rebecc Garza, City Secretary amendment to the underlying agreement.
APP OVED AS TO CONTENT:
c
David N. Mc augh , Inf a ' n
Technology Director
Page 2 of 3
DocuSign Envelope ID: 46BDE893-9526-49C8-A462-A72BAAOA39FF
APPROVED AS TO FORM:
Ry r ce,
Assista City Attorney
Page 3 of 3
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:
2017-268423
Date Filed:
10/04/2017
Date Acknowledged:
10/10/2017
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
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
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.
13662
Microsoft Premier 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 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 1295
loll
Complete Nos. 1- 4 and 6 it there are interested parties.
OFFICE USE ONLY
Complete Nos. 1, 2, 3, 5, and 6 it 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.
2017-268423
Microsoft Corporation
Austin, TX United States
Date Filed:
10104/2017
2 Name of govemmental entity or state agency that is a party to the contract for which the forms
being filed.
City of Lubbock
Date Acknowledged:
3
Provide the identification number used by the governmental entity or state agency to track or Identity the contract, and provide a
description of the services, goods, or other property to be provided under the contract
13662
Microsoft Premier Services
4
Name of Interested Party
City, State, Country (place of business)
Nature of interest
(check applicable)
Controlling
Intermediary
5
Check only if there is NO Interested Party.
X
tl►tl!!!
6
AFFIDAVIT ``% \55p►,•.,,. s �I swear, or affirm, under penalty of perjury, that the above disclosure is true and correct.
NOTARY •'�F�
PUBLIC
ANo. itBtft76 �Q .!^- i .Cif
' 2-
�•O'�!es Signature of authonzed g t of contracting business entity
AFFIX NOTARY St�M•rt• t`42
Sworn to and subscribed before me, by the said )Q :1 1 . GSo k . q l--Y this the
20 , to certify which, witness my hand and sea] of office.
day of OC^ eA— ,
�-M-1 4� "nn�QC. , Idle lri n 5(em
Signature of officer administering oath Printed name of officer administering oath
Title of officer administering oath ~
r-orrns provraea ay r exas ctmcs trommission www.etrncs.state.tx.us Version V1.0.3337