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HomeMy WebLinkAboutResolution - 2013-R0367 - PO - SHI Government Solutions Inc.- Microsoft Volume Licensing Enterprise - 11_07_2013Resolution NO. 2013—RO367 October 24, 2013 Item No. 5.18 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. 33000427 for the purchase of Microsoft volume licensing enterprise for software maintenance licenses as per DIR-SDD-2503, by and between the City of Lubbock and SHI Government Solutions, Inc. of Austin, 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 by the City Council on October 24, 2013 -- -,4 4��/ GLE C. ROB RTSON, MAYOR ATTEST: Rebe a Garza, City Secre ry APPROVED AS TO CONTENT: Mark Yearwobd, Assistant City Manager Chief Information Officer APPROVED AS TO FORM: Chad Weaver, Assistant City Attorney vw:ccdocs/RES.SHI Gov't Solutions-PurchaseOrd October 9, 20I3 ?4t** hibbo& TEXAS PURCHASE ORDER SHIP TO: SHI GOVERNMENT SOLUTIONS INC 1301 SOUTH MO -PAC EXPRESSWAY AUSTIN Texas 78746 INVOICE TO: CITY OF LUBBOCK ACCOUNTSPAYABLE P.O. BOX 2000 LUBBOCK, TX 79457 Page - 1 Date - 10/09/2013 Order Number 33000427 000 OP Branch/Plant 3410 CITY OF LUBBOCK INFORMATION TECHNOLOGY C/O MARK YEARWOOD 1611 LOTH STREET LUBBOCK Texas 79401 Ordered 10/09/2013 Freight Requested 10/09/2013 Taken By D.TORRES Delivery Per J Zhine / Req 42587 Quote 7134618 / DIR-SDD-2503 Description/Supplier Item Ordered Unit Cost UM Extension Request Date CoreCAL ALNG SA MVL Pltfrm 1,522.000 33.0000 EA 50,226.00 11/15/2013 OfficeProPlus ALNG SA MVL 1,522.000 86.7000 EA 131,957.40 11/15/2013 WinPro ALNG SA MVL Pltfrm 1,522.000 32.2000 EA 49,008.40 11/15/2013 PrjctPro ALNG SA MVL w1Prjct 2.000 176.6000 EA 353.20 11/15/2013 Prjct ALNG SA MVL 1.000 106.5000 EA 106.50 11/15/2013 PdctSvrCAL ALNG SA MVL UsrCAL 5.000 32.2000 EA 161.00 11/15/2013 SharePointSvr ALNG SA MVL 1.000 1,100.6000 EA 1,100.60 11/15/2013 SQLSvrStd ALNG SA MVL 13.000 145.2000 EA 1,887.60 11/15/2013 VisioPro ALNG SA MVL 10.000 90.8000 EA 908.00 11/15/2013 VSU1twMSDN ALNG SA MVL 6.000 1,853.0000 EA 11,118.00 11/15/2013 WinSvrStd ALNG SA MVL 2Proc 75.000 143.6000 EA 10,770.00 11/15/2013 Total Order Terms NET DUE ON RECEIPT 257,596.70 This purchase order encumbers funds in the amount of $257,596.70 awarded to SHI Government Solutions, Inc of Austin, Texas on October 24, 2013. The following is incorporated into and made part of this purchase order by reference: Price Quotation 7134618 r dated September 30, 2013 from SHI Government Solutions, Inc of Austin, Texas and State of Texas Department of Information Resources (DIR) Contract DIR-SDD 503. Resolution# 2013—RO367 CITY OF LUBBO ATTEST: Glen C. RqWon, M r R e ca Garza, City Secretary TERMS AND CONDITIONS IMPORTANT: READ CAREFULLY STANDARD TERMS AND CONDITIONS CITY OF LUBBOCK, TEXAS Seller and Buyer agree as follows: 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 I 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. Seller shall submit separate invoices, in duplicate, one each purchase order or purchase release after each delivery. Invoices shall indicate the purchase order or purchase release number and the supply agreement number if applicable. Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of the bill of lading, and the freight waybill when applicable, should be attached to the invoice. Mail To: Accounts Payable, City of Lubbock, P. O. Box 2000, Lubbock, Texas 79457. Payment shall not be due until the above instruments are submitted after delivery. 6. GRATUITIES. The Buyer may, by written notice to the Seller, cancel this contract without liability to Seller if it is determined by Buyer that gratuities, in the form of entertainment, gifts or otherwise, were offered or given by the Seller, or any agent or representative of the Seller, to any officer or employee of the City of Lubbock with a view to securing a contract or securing favorable treatment with respect to the awarding or amending, or the making of any determinations with respect to the performing of such a contract. In the event this contract is canceled by Buyer pursuant to this provision, Buyer shall be entitled, in addition to any other rights and remedies, to 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 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 stake the appropriate correction within a reasonable time, correction made by Buyer will be at the Seller's expense. I I. 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 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. RIGHT OF INSPECTION. Buyer shall have the right to inspect the goods at delivery before accepting them. 13. 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. 14. 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 13, herein. 15. 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. 16. 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 confornity with this paragraph. 17. 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. 18. 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. 19, APPLICABLE LAW. This agreement shall be governed by the Uniform Commercial Code. Where ever 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. 20. 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. 21. 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 shalt 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. 22. 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. 23. 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. 24. NON -ARBITRATION. 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 document, this provision shall control. 25, 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. Rev. 02/2012 CITY OF LUBBOCK Mark Yearwood 1611 10th Street LUBBOCK, TX 79401 United States Phone: (806) 775-2366 Fax: Email: myearwood@mail.ci.lubbock.tx.us All Prices are In US Dollar (USD) Product 1 CoreCAL ALNG SA MVL Pltfrm UsrCAL Microsoft - Partlk W06-01072 Pricing Proposal Quotation #: 7134618 Created On: 9/30/2013 Valid Until: 10/30/2013 Account Executive Jon Sonnen Austin, TX Phone:512-574-4207 Fax: 512-814-4891 Email: jon_sonnen@shi.com City Your Price Total 1522 $33.00 $50,226.00 2 OfficeProPlus ALNG SA MVL Pitfnn 1522 $86.70 $131,957.40 Microsoft - Part#: 269-12442 3 WinPro ALNG SA MVL Pltfim 1522 $32.20 $49,008.40 Microsoft - Part# FQC-02460 4 PrjctProALNG SA MVL wlPrjctSvrCAL 2 $176.60 $353.20 Microsoft - Part#: H30-00238 5 Prjct ALNG SA MVL 1 $106.50 $106.50 Microsoft - Part#: 076-01912 6 PrjctSvrCAL ALNG SA MVL UsrCAL 5 $32.20 $161.00 Microsoft - Part#: H21-00591 7 SharePointSvrALNG SA MVL 1 $1,100.60 $1,100.60 Microsoft - Part#: H04-00268 8 SQLSvrStd ALNG SA MVL 13 $145.20 $1,887.60 Microsoft - Party: 228-04433 9 VsioPro ALNG SA MVL 10 $90.80 $908.00 Microsoft - Part#: D87-01159 10 VSUltwMSDN ALNG SA MVL 6 $1,853.00 $11,118.00 Microsoft - Part#: 9JD-00053 11 WinSvrStd ALNG SA MVL 2Proc 75 $143.60 $10,770.00 Microsoft - Part#: P73-05898 Total $257,596.70 Additional Comments DIR CONTRACT NUMBER - DIR-SDD-2503 City of 4 641 !4 r4o - Lubbock TEXAS PURCHASE ORDER TO: SHI GOVERNMENT SOLUTIONS IN 1301 SOUTH MO -PAC EXPRESSWA AUSTIN Texas 78746 Page - 1 Date - 10/22/2014 Order Number 33000561 000 OP Branch/Plant 3410 TO: CITY OF LUBBOCK 75 INFORMATION TECHNOLOGY C/O MARK YEARWOOD 1611 LOTH STREET LUBBOCK Texas 79401 INVOICE TO: CITY OF LUBBOCK ACCOUNTSPAYABLE P.O. BOX 2000 LUBBOCK, TX 79457 BY: Wbm, Marta Alvarez, Direft Purchasing & Contract Management Ordered 10/22/2014 Freight Requested 10/31/2014 Taken By K SHEPHERD Delivery Per J Zhine / Req # 44431 Quote #8553809 / DIR-SDD-2503 Description/Supplier Item Ordered Unit Cost Um Extension Request Date MS CoreCal ALNG Licn UsrCAL 165.000 190.6000 EA 31,449.00 10/31/2014 #W06-01066 MS OfficeProPlus ALNG Lic MVL 165.000 410.9000 EA 67,798.50 10/31/2014 #269-12445 MS WinPro ALNG Licn MVL 165.000 121.0000 EA 19,965.00 10/31/2014 #FQC-02462 MS ProjSvrStd ALNG Licn UsrCAL 8.000 205.5000 EA 1,644.00 10/31/2014 #H21-00595 MS SQLSvrStd ALNG Licn MVL 46.000 945.5000 EA 43,493.00 10/31/2014 #228-04437 MS WinSvrStd ALNG Lic MVL 2Prc 52.000 930.6000 EA 48,391.20 10/31/2014 #P73-05897 Total Order Terms NET DUE ON RECEIPT 212,740.70 This purchase order encumbers funds in the amount of $212,740.70 fora purchase order awarded to SHI Government Solutions, Inc of Austin, Texas on October 24, 2013. The following is incorporated into and made part of this purchase order by Resolution No. 2013-R0367. CITY OF L Glen Robertso ,Mayor AT T: Rebecc Garza, City Secretary TERMS AND CONDITIONS IMPORTANT: READ CAREFULLY STANDARD TERMS AND CONDITIONS CITY OF LUBBOCK, TEXAS Seller and Buyer agree as follows: I. SELLER TO PACKAGE GOODS. Seller will package goods in accordance with good commercial practice. Each shipping container shall be clearly and permanently marked as follows (a) Seller's name and address, (b) Consignee's name, address and purchase order or purchase release number and the supply agreement number if applicable, (c) Container number and total number of containers, e.g. box I of 4 boxes, and (d) the number of the container beating the packing slip. Seller shall bear cost of packaging unless otherwise provided. Goods shall be suitably packed to secure lowest transportation costs and to conform with requirements of common carriers and any applicable specifications. Buyer's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 2. SHIPMENT UNDER RESERVATION PROHIBITED. Seller is not authorized to ship the goods under reservation and no tender of a bill of lading will operate as a tender of goods. 3. TITLE AND RISK OF LOSS. The title and risk of loss of the goods shall not pass to Buyer until Buyer actually receives and takes possession of the goods at the point or points of delivery. 4. NO REPLACEMENT OF DEFECTIVE TENDER. Every tender of delivery of goods must fully comply with all provisions of this contract as to time of delivery, quality and the like. If a tender is made which does not fully conform, this shall constitute a breach and Seller shall not have the right to substitute a conforming tender, provided, where the time for performance has not yet expired, the Seller may reasonably notify Buyer of his intention to cure and may then make a conforming tender within the contract time but not afterward. 5. INVOICES & PAYMENTS, a. Seller 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 forth 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 prevision, 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 waranty, 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. Departrnent of Labor under the Occupational Safety and Health Act of 1970. In the event the product does not confortrn 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 Sellers 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 12. Non Amnmpriatiow 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 temimfion charge or other liability, on the last day of the then -current fiscal year or when the appropriation made for the then-cument 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 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 un 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 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 terra 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 13, herein. 16. FORCE MAJEURE. Neither party shall be held responsible for losses, resulting if the fulfillment of any terra 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 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 terra 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. Where ever 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 parry'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 anyjudgment shall be rendered against the Buyer in any such action, the Seller shall, at its own expenses, satisfy and discharge the same Seller expressly understand= 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 comedy 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 Contractors records and books relevant to all services provided to the City under this Contract. In the event such an audit by the City reveals any effors or overpayments by the City, Contractor shall refund the City the full amount ofsuch overpayments within thirty (30) days of such audit findings, or the City, at its option, reserves the right to deduct such amounts owing the City from any payments due Contractor. 27. 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. Governmental entities may want to include information on this new misclassification penalty in their contracts with entities that are providing services covered by this new requirement (Texas Government Code Section 2155.001). Rev. 02/2012 CITY OF LUBBOCK Jay Zhine P.O. BOX 2000 ATTN: ACCOUNTS PAYABLE LUBBOCK, TX 79457 UNITED STATES Phone: (806) 775-2366 Fax: Email: JZhine@mail.ci.lubbock.tx.us All Prices are in US Dollar (USD) Product 1 CoreCAL ALNG LicSAPk MVL Pltfnn UsrCAL Microsoft - Part#: W06-01066 2 OfficeProPlus ALNG LicSAPk MVL Pltfmn Microsoft - Part#: 269-12445 3 WinPro ALNG UpgrdSAPk MVL Pltfnn Microsoft - Part#: FQC-02462 4 PdctSvrCAL ALNG LicSAPk MVL UsrCAL Microsoft -Part#: H21-00595 5 SQLSvrStd ALNG LicSAPk MVL Microsoft - Part#: 228-04437 6 WinSvrStd ALNG LicSAPk MVL 2Proc Microsoft -Part#: P73-05897 Additional Comments DIR Contract # DIR-SDD-2503 Pricing Proposal Quotation #: 8657152 Created On: 10/9/2014 Valid Until: 10131 /2014 Account Representative Kerri Fitzmorris 1301 South Mo-Pac Expressway Suite 375 Austin, TX 78746 Texas@shi.com* Phone: 1-800-870-6079 Fax: 512-732-0232 Email: Kerri_Fitzmorris@shi.com Qty Your Price Total 165 $190.60 $31,449.00 165 $410.90 $67,798.50 165 $121.00 $19,965.00 8 46 52 $205.50 $1,644.00 $945.50 $43,493.00 $930.60 $48,391.20 Total $212,740.70 The Products offered under this proposal are subject to the SHI Return Policy posted at www.shi.com/retumpolicv. unless there is an existing agreement between SHI and the Customer. City of LubF4 00 - bock PURCHASE ORDER TEXAS TO: SHI GOVERNMENT SOLUTIONS IN 1301 SOUTH MO -PAC EXPRESSWA AUSTIN Texas 78746 INVOICE TO: CITY OF LUBBOCK ACCOUNTSPAYABLE P.O. BOX 2000 LUBBOCK, TX 79457 Page - 1 Date - 08/03/2016 Order Number 33000752 000 OP Branrh/Rlar}t , 3410 SHIP TO: CITY OF LUBBOCK E 375 INFORMATION TECHNOLOGY 1611 1OTH STREET LUBBOCK Texas 79401 BY: & Contract Ordered 08/03/2016 Freight Requested 08/31/2016 Taken By S SUMMERS Delivery Per J Zhine / Req # 48033 Quote #11819245 / DIR-SDD-2503 Description/Supplier Item Ordered MS CoreCAL ALNG LicSAPk MVL 316.000 UsrCAL #W06-00445 WNENT ALNG UpgrdSAPk MVL 215.000 #KV3-00381 OfficeProPlus ALNG LicSAPk MVL 215.000 #269-05623 SharePointSvr ALNG LicSAPk MVL 1.000 #H04-00232 ExchgSvrEnt ALNG LicSAPk MVL 3.000 #395-02412 SfBSvr ALNG LicSAPk MVL 2.000 #5HU-00215 Terms NET DUE ON RECEIPT Unit Cost Um Extension Request Date 161.3000 EA 50,970.80 08/31/2016 90.5000 EA 19,457.50 08/31/2016 295.3000 EA 63,489.50 08/31/2016 4,937.5000 EA 4,937.50 08/31/2016 2,942.1000 EA 8,826.30 08/31/2016 2,648.5000 EA 5,297.00 08/31/2016 Total Order 152,978.60 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 I 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 conformwith 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 thegoodsunder reservation and no tenderof a bill of lading will operate as a tenderof goods. 3. TITLE AND RISK OF LOSS. The title and risk of toss 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 most 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 perfomance 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 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 nummba 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: Amounts 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, gigs 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 lest 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 alterative. 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 bow 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 trice, 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 fomished 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-frce patormnce 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 ContracL 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 Safetyand 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 Sella fails to make the appropriate correction within a reasonable time, correction made by Buyer will be at the Seller's expense. I L NO WARRANTY BY BUYER AGAINST INFRINGEMENTS. As part of this contract for sale Sella 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 Sella 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 Buya harmless. If Sella 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. Ail 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 nornapproprmation 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 for the then -current year for the goods or services covered by this contract is spent, whichever event occurs first. If at any time Ponds are not appropriated for the continuance of this contract, cancellation shall be accepted by the Sella 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 than 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 ofcancellation is in addition to and not in lieu of any other remedies which Buyer may have in law or equity. 15. TERMINATION. The performance ofwork 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 Temtinalion' 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 terns 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 intaest 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 contormity, 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 airy other documents provided by Seller as part of his bid, is intended by the parties as a final expresslo n of then agreement and intended also as a complete and exclusive statement of the terms of their agreement. Whenever a tam defined by the Uniform Commercial Code is used in this agreement, the definition contained in the Code is to control. 20. APPLICABLE LAW. This agreement shall be governed by the Uniform Commercial Code. Wherever the term "Uniform Commercial Code' is used, it shall be construed as meaning the Uniform Commercial Code as adopted in the State of Texas as effective and in force on the date of this agreement. 21, RIGHT TO ASSURANCE. Whenever one party to this contract in good faith has reason to question the other parry'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 altomeys 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 hardess and defend the Buyer as herein provided. 23. TIME. It is hereby expressly agreed and understood that time is of the essence fir 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, MDE. 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 farms 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 anyconBict betweenthis provision and another provision in, or related to, this document, this provision shall control. 26. RIGHT TO AUDIT. At any time during the tern of the contract, or thaeafta, 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 chain 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 property classify individuals pafomming work under a governmental contract will be penalized $200 for each individual that bas been misclassified. (Texas Goverment Code Section 2155.001). 28. ASSIGNING OR SUBLETTING THE CONTRACT. The Contractor shall not align 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 Irsurance requirements. 29. HOUSE BILL 1295 DISCLOSURE OF INTERESTED PARTIES. House Bill t295, 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:;/%v s�v.ci.lubbock.tx.us/deparmental websitesldepWrnents'purchasinelvmdor-infornntion 30. CONTRACTOR ACKNOWLEDGES, by supplying any Goods or Services that the Contractor has read, Polly understands, and will be in full compliance with all terms and conditions and the descriptive material contoured 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 terns and conditions provided by the Contractor, the terns 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 terns shall be of no force or effect. Rev. 7/2016 14. CANCELLATION. Buyer shall have the tight to cancel for default all or any part of the undelivered ko* -1 City of Uibr)ocy TEXAS PURCHASE ORDER TO: SHI GOVERNMENT SOLUTIONS Il` 1301 SOUTH MO -PAC EXPRESSWA AUSTIN Texas 78746 Page - Date - Order Number 1 08/03/2016 33000752 000 OP 3410 SHIP TO: CITY OF LUBBOCK CE 375 INFORMATION TECHNOLOGY 1611 LOTH STREET LUBBOCK Texas 79401 INVOICE TO: CITY OF LUBBOCK ACCOUNTS PAYABLE P.O. BOX 2000 LUBBOCK, TX 79457 BY: Marta Al,!,, Dire P of Purchasing & Contract Management Ordered 08/03/2016 Freight Requested 08/31/2016 Taken By S SUMMERS Delivery Per J Zhine / Req # 48033 Quote #11819245 / DIR-SDD-2503 Maintenance From: 11/01/2015 Maintenance To: 10/31/2016 This purchase order encumbers funds in the amount of $152,978.60 for a purchase order awarded to SHI Government Solutions, Inc. of Austin, TX on October 24, 2013. The following is incorporated into and made part of this purchase order by Resolution #2013- R0367 CITY OF LUBBO K 1 Daniel M. Pope, May ATTEST: IQ Rebe ca Garza, City Secretary E" Government Solutions CITY OF LUBBOCK David McGaughey P.O. BOX 2000 ATTN: ACCOUNTS PAYABLE LUBBOCK, TX 79457 United States Phone:8067752366 Fax: Email: DMcGaughey@mail.ci.lubbock.tx.us All Prices are in US Dollar (USD) Product 1 CoreCAL ALNG LicSAPk MVL UsrCAL Microsoft - Part#: W06-00445 Coverage Term:—10/31/2016 2 WINENTALNG UpgrdSAPk MVL Microsoft - Part#: KV3-00381 Coverage Term:—10/31/2016 Pricing Proposal Quotation #: 11819245 Reference #: EA# 8579283 Created On: 6/30/2016 Valid Until: 8/19/2016 [AM Gregory Gonedes 1301 South Mo-Pac Expressway Suite 375 Austin, TX 78746 Texas@shi.com" 8008706079 5127320232 Phone:800-870-6079 Fax: 512-732-0232 Email: Gregory_Gonedes@shi.com Qty Your Price Total 316 $161.30 $50,970.80 215 $90.50 $19,457.50 3 OfficeProPlus ALNG LicSAPk MVL 215 $295.30 $63,489.50 Microsoft - Part#: 269-05623 Coverage Term:—10/31/2016 4 SharePointSvr ALNG LicSAPk MVL 1 $4,937.50 $4,937.50 Microsoft - Part#: H04-00232 Coverage Term: — 10/31/2016 5 ExchgSvrEnt ALNG LicSAPk MVL 3 $2,942.10 $8,826.30 Microsoft - Part#: 395-02412 Coverage Term: — 10/31/2016 6 SfBSvr ALNG LicSAPk MVL 2 $2,648.50 $5,297.00 Microsoft - Part#: 5HU-00215 Coverage Term: — 10/31/2016 Total $152,978.60 Additional Comments Thank you for choosing SHI Government Solutions. The Products and Services above are available from SHI Government Solutions via DIR Contract (DIR-SDD-2503). Maintenance From date: 11/01/2015 Maintenance To date: 10/31/2016 Thank You for choosing SHI-GSI To ensure the best level of service, please provide End User Name, Phone Number, and E-Mail Address when submitting a Purchase Order. For any additional information including Hardware and Software Contract Numbers, please contact an SHI-GS Sales Representative at 800-870-6079. The Products offered under this proposal are subject to the SHI Return Policy posted at www.shi.com/returnpolicy, unless there is an existing agreement between SHI and the Customer. Amendment Number 5 to Contract Number DIR-SDD-2503 between State of Texas, acting by and through the Department of Information Resources and SHI GOVERNMENT SOLUTIONS, INC. This Amendment Number 5 to Contract Number DIR-SDD-2503 ("Contract") is between the .._..,, Department of Information Resources ("DIR") and SHI Government Solutions, Inc. ("Vendor"). DIR and Vendor agree to modify the terms and conditions of the Contract as follows: 1. Contract, Section 2. Term of Contract is hereby amended as follows: DIR and'Vendor hereby agree to renew the term of the Contract through August 15, 2016, completing the remaining nine (9) months of second one-year renewal option, : Prior to expiration of the term, DIR and Vendor may renew the Contract, upon mutual agreement, for up to one (1) one-year additional renewal term. 2. Appendix A, Standard Terms and Conditions For Product and Related Services Contracts, is hereby restated in its entirety and replaced with the attached Appendix A, Standard Terms and Conditions For Product and Related Services Contracts dated 09/24/2015. All other terms and conditions of the Contract not specifically modified herein shall remain in full force and effect. In the event of a conflict among provisions, the order of precedence shall be this Amendment 5, then Amendment Number 4, then Amendment Number 3, then Amendment Number 2, then Amendment Number 1 and finally the Contract. Amendment Number 5 DIR-TSO-2503 rev. 01/26/15 (Remainder of page intentionally left blank) Page 1 IN WITNESS WHEREOF, the parties hereby execute this amendment to be effective as of the date of the last signature, but in all events, no later than November 20, 2015. SHI Government Solutions, Inc. Authorized By: Signature on File Name: Natalie Slowik Title: Senior Manager- Contracts & RFPs Date: 11/19/15 The State of Texas, acting by and through the Department of Information Resources Authorized By: Signature on File Name: Dale Richardson Title: Chief Operating Officer Date: 12-1-1 Office of General Counsel: D. Brown 11-30-15 Amendment Number 5 DIR-TSO-2503 rev. 01/26/15 Page 2