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Resolution - 2019-R0428 - PO With SHI Government Solutions - 11/19/2019
Resolution No. 2019-RO428 '_IO \• 61P: November 19, 2019 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. 33001249 for the purchase of Microsoft License Enterprise Agreement for the period between 11/01/2019 to 10/31/2020 as per DIR-TSO-4092, 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 November 19, 2019 DANIEL M. POPE, N41YOR ATTEST: I Lzt-'t 0 eb cca Garza, City Secretzt� APPROVED AS TO CONTENT: Mark earwo , Assist nt City Manager APPROVED AS TO FORM: Rya ro e, ssis ant City Attorney ccdocs/RES.-PurchaseOrd 33001249 - Microsoft License Enterprise Agreement October 3, 2019 4 64,41 F4 0 - - "v City of Lubbock PURCHASE ORDER TEXAS TO: SHI GOVERNMENT SOLUTIONS IN 1301 SOUTH MOPAC EXPRESSWAY SUITE 375 AUSTIN TX 78746 Page - 1 Date - 11/5/2019 Order Number 33001249 000 OP Branch/Plant 3410 SHIP TO: CITY OF LUBBOCK INFORMATION TECHNOLOGY 1611 10TH STREET LUBBOCK TX 79401 INVOICE TO: CITY OF LUBBOCK ACCOUNTS PAYABLE P.O. BOX 2000 LUBBOCK, TX 79457 B Marta ..z, Director of Purchasing & Contract Management Ordered 10/3/2019 Requested 10/31/2019 Delivery Per J Zhine / Req # 54617 Freight Taken By DIR-TSO-4092 PUR 14973 J MONTES Description/Supplier Item Ordered Unit Cost Um Extension Request Date Azure Mn CmmtmtShdSvr ALNG MVL EA 10/31/2019 #J 5 U-00004 11 / 1 / 19-10/31 /20 CoreCAL ALNG SA MVL PltfmUsCAL 2,310.000 41.7500 EA 96,442.50 10/31/2019 #W06-01072 11/1/19-10/31 /20 EntMobandSecE3GCC oldShrd ALNG 400.000 57.7200 EA 23,088.00 10/31/2019 MnSub Addon #AAA-12523 ExchgSvrEnt ALNG SA MVL 6.000 712.1800 EA 4,273.08 10/31/2019 # 3 9 5-02 5 04 11 / 1 / 19-10/31 /20 0365GovE3 ShrdSvrALNG SubsVL 100.000 67.8000 EA 6,780.00 10/31/2019 MVLAddon #AAA-11889 OfceProPlusALNG SA MVL Pltfm 2,193.000 86.7700 EA 190,286.61 10/31/2019 #269-12442 11/1/19-10/31/20 PrjctPro ALNG SAMVL_1PrjSvrCAL 53.000 189.9200 EA 10,065.76 10/31/2019 #H3 0-0023 8 11 / 1 / 19-10/31 /20 PrjctSvrCAL ALNG SA MVL UsrCAL 13.000 38.4700 EA 500.11 10/31/2019 #H21-00591 11 / 1 / 19-10/31 /20 4 AwAr4p, 'I City of Lubbock. PURCHASE ORDER TEXAS TO: SHI GOVERNMENT SOLUTIONS IN 1301 SOUTH MOPAC EXPRESSWAY SUITE 375 AUSTIN TX 78746 Page - 2 Date - 11/5/2019 Order Number 33001249 000 OP Branch/Plant 3410 SHIP TO: CITY OF LUBBOCK INFORMATION TECHNOLOGY 1611 10TH STREET LUBBOCK TX 79401 INVOICE TO: CITY OF LUBBOCK ACCOUNTSPAYABLE P.O. BOX 2000 LUBBOCK, TX 79457 BY-4�Z Marta Xivarez, Director of Purchasing & Contract Management Ordered 10/3/2019 Requested 10/31/2019 Delivery Per J Zhine / Req # 54617 Freight Taken By DIR-TSO-4092 PUR 14973 J MONTES Description/Supplier Item Ordered Unit Cost UM Extension Request Date PwrBIProGCC ShrdSvr ALNG Subs 25.000 92.2800 EA 2,307.00 10/31/2019 VL MVL per Usr #DDJ-00001 SfB Svr ALNG SA MVL 2.000 640.9600 EA 1,281.92 10/31/2019 # 5 HU-00216 11 / 1 / 19-10/31 /20 SharePointSvr ALNG SA MVL 2.000 1,194.3400 EA 2,388.68 10/31/2019 #H04-00268 11/1/19-10/31/20 SQLSvrEntCore ALNG SA MVL 2Lic 14.000 2,208.5800 EA 30,920.12 10/31/2019 Core Lic #7JQ-00343 SQLSvrStdCore ALNG LicSAPk MVL 40.000 576.2900 EA 23,051.60 10/31/2019 2Lic CoreLic #7NQ-00292 VisioPro ALNG SA MVL 42.000 99.0500 EA 4,160.10 10/31/2019 #D87-01159 11/1/19-10/31/20 VSProSub MSDN ALNG SA MVL 6.000 302.0600 EA 1,812.36 10/31/2019 #77D-00111 11/l/19-10/31/20 WINENTperDVC ALNG SA MVL Pltfm 2,193.000 38.4700 EA 84,364.71 10/31/2019 #KV3-00353 I 1/1/ 19-10/31/20 City of 4 kAl !4 tw* Lu'Ibboc TEXAS PURCHASE ORDER TO: SHI GOVERNMENT SOLUTIONS INC 1301 SOUTH MOPAC EXPRESSWAY SUITE 375 AUSTIN TX 78746 Page - 3 Date - 11/5/2019 Order Number 33001249 000 OP Branch/Plant 3410 SHIP TO: CITY OF LUBBOCK INFORMATION TECHNOLOGY 1611 LOTH STREET LUBBOCK TX 79401 INVOICE TO: CITY OF LUBBOCK ACCOUNTSPAYABLE P.O. BOX 2000 \M�/ LUBBOCK, TX 79457 BY: Marta Alv rez, Director of Purchasing & Contract Management Ordered 10/3/2019 Freight Requested 10/31/2019 Taken By J MONTES Delivery Per J Zhine / Req # 54617 DIR-TSO-4092 PUR 14973 Description/Supplier Item Ordered Unit Cost UM Extension Request Date WinSvrDCCore ALNG SA MVL 2Lic 816.000 124.4300 EA 101,534.88 10/31/2019 Core Lic #9EA-00278 WinSvrSTDCore ALNG SA MVL 2Lic Core Lic #9EM-00270 Terms NET DUE ON RECEIPT 168.000 18.0100 EA Total Order 3,025.68 10/31/2019 586,283.11 This purchase order encumbers funds in the amount of $586,283.11 awarded to SHI Government Solutions, Inc. of Austin, TX, on November 19, 2019. The following is incorporated into and made part of this purchase order by reference contract: DIR-TSO-4092 dated November 5, 2019 from SHI Government Solutions, of Austin, TX. Resolution # 2019-R0428 CITY OF LUBBOCK L'Ane"'— Daniel M. Pope, Mayor ATTEST: /X Reb�Gara, retary 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 ifapplicable, (c) Container number and total number of containers, e.g. box 1 of 4 boxes, and (d) the number of the container bearing the packing slip. Seller shall bear cost of packaging unless otherwise provided. Goods shall be suitably packed to secure lowest transportation costs and to conform with requirements of common carriers and any applicable specifications. Buyer's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 2. SHIPMENT UNDER RESERVATION PROHIBITED. Seller is not authorized to ship the goods under reservation and no tender of a bill of lading will operate as a tender of goods. 3. TITLE AND RISK OF LOSS. The title and risk of loss of the goods shall not pass to Buyer until Buyer actually receives and takes possession of the goods at the point or points of delivery. 4. NO REPLACEMENT OF DEFECTIVE TENDER Every tender of delivery of goods must fully comply with all provisions ofthis contract as to time ofdelivery, 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. S. INVOICES & PAYMENTS. a. S e 1 I e r shall submit separate invoices, in duplicate, one each purchase order or purchase release after each delivery. Invoices shall indicate the purchase order or purchase release number and the supply agreement number if applicable. Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of the bill of lading, and the freight waybill when applicable, should be attached to the invoice. Mail To: Accounts Payable, City of Lubbock, P. O. Box 2000, Lubbock, Texas 79457. Payment shall not be due until the above instruments are submitted after delivery. 6. GRATUITIES. The Buyer may, by written notice to the Seller, cancel this contract without liability to Seller if it is determined by Buyer that gratuities, in the form of entertainment, gifts or otherwise, were offered or given by the Seller, or any agent or representative of the Seller, to any officer or employee of the City of Lubbock with a view to securing a contract or securing favorable treatment with respect to the awarding or amending, or the making of any determinations with respect to the performing of such a contract. In the event this contract is canceled by Buyer pursuant to this provision, Buyer shall be entitled, in addition to any other rights and remedies, to 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 andto deduct from the contract price, or otherwise recover the Poll 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 nay 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 of goods according to the specification will not give rise to such a claim, and in no event shall Buyer be liable to Seller for indemnification in the event that Seller is sued on the grounds of infringement of the like. If Seller is of the opinion that an infringement or the like will result, he will notify the Buyer to this effect in writing within two weeks after the signing ofthis agreement. If Buyer does not receive notice and is subsequently held liable for the infringement or the like, Seller will save Buyer harmless. If Seller in good faith ascertains the production of the goods in accordance with the specifications will result in infringement or the like, the contract shall be null and void. 12. NON APPROPRIATION. All funds for payment by the City under this contract are subject to the availability of an annual appropriation for this purpose by the City. In the event of nonappropriation of funds by the City Council of the City of Lubbock for the goods or services provided under the contract, the City will terminate the contract, without termination charge or other liability, on the last day of the then -current fiscal year or when the appropriation made for the then -current year for the goods or services covered by this contract is spent, whichever event occurs fast. 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 ofthis order if Seller breaches any of the terms hereof including warranties of Seller or if the Seller becomes insolvent or commits acts of bankruptcy. Such right of cancellation is in addition to and not. in lieu of any other remedies which Buyer may have in law or equity. 15. TERMINATION. The performance of work under this order maybe terminated in whole, or in 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 I8. WAIVER. No claim or right arising out of a breach of this contmct can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. 19. INTERPRETATION -PAROLE EVIDENCE. This writing, plus any specifications for bids and performance provided by Buyer in its advertisement for bids, and any other documents provided by Seller as pan of his bid, is intended by the parties as a final expression of thew agreement and intended also as a complete and exclusive statement of the terns of their agreement Whenever a term defined by the Uniform Commercial Code is used in this agreement, the definition contained in the Code is to control. 20. APPLICABLE LAW. This agreement shall be governed by the Uniform Commercial Code. 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 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 ofthis 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 ofthis 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 S200 for each individual that has been misclassifred. (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 shalt insure the Subcontractor or shall provide proofon 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: 'wrtw ci lubhock tx us'departmental-website,'departments=purchasinti`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 terns 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 PO, contractor acknowledges that pursuant to Section 2270.002, Government Code, (a) This section applies only to a contract that: (1) is between a governmental entity and a company with 10 or more full-time employees; and (2) has a value of S 100,000 or more that is to be paid wholly or partly from public funds of the governmental entity. (b) A governmental entity may not enter into a contract with a company for goods or services unless the contract contains a written verification from the company that it(I) does not boycott Israel; and (2) will not boycott Israel during the term of the contract.. Rev. 07t19 vvri q'1W11W 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 AzureMntryCmmtmntG ShrdSvr ALNG SubsVL MVL Commit Provision Microsoft - Part#: J5U-00004 Contract Name: Microsoft Software VAR Contract#: DIR-TSO-4092 Coverage Term: 11/1/2019—10/31/2020 Pricing Proposal Quotation #: 17813049 Created On: 9/30/2019 Valid Until: 11/16/2019 Inside Account Manager Jeff Rosen 1301 South Mo-Pac Expressway Suite 375 Austin, TX 78746 Send PO to: Texas@shi.com Phone: 800-870-6079 ext 8686150 Fax: (512)732-0232 Email: Jeff—Rosen@shi.com Qty Your Price Total 1 $0.00 $0.00 2 CoreCAL ALNG SA MVL Pltfrm UsrCAL 2310 $41.75 $96,442.50 Microsoft - Part#: W06-01072 Contract Name: Microsoft Software VAR Contract#: DIR-TSO-4092 Coverage Term: 11/1/2019—10/31/2020 3 EntMobandSecE3GCC Old Shared Aing MonthlySub Addon ToUsrCrCAL 400 $57.72 $23,088.00 Microsoft - Part#: AAA-12523 Contract Name: Microsoft Software VAR Contract #: DIR-TSO-4092 Coverage Term: 11/1/2019—10/31/2020 4 ExchgSvrEnt ALNG SA MVL 6 $712.18 $4,273.08 Microsoft - Part#: 395-02504 Contract Name: Microsoft Software VAR Contract #: DIR-TS0-4092 Coverage Term: 11/1/2019—10/31/2020 5 0365GovE3 ShrdSvr ALNG SubsVL MVL AddOn touserCoreCALw/OPP 100 $67.80 $6,780.00 Microsoft - Part#: AAA-11889 Contract Name: Microsoft Software VAR Contract#: DIR-TSO-4092 Coverage Term: 11/1/2019—10/31/2020 6 OfficeProPlus ALNG SA MVL Pltfrm Microsoft - Part#: 269-12442 Contract Name: Microsoft Software VAR Contract#: DIR-TS0-4092 Coverage Tenn: 11/1/2019—10/31/2020 2193 $86.77 $190,286.61 7 PdctPro ALNG SA MVL w1 PdctSvrCAL 53 $189.92 $10,065.76 Microsoft - Part#: H30-00238 Contract Name: Microsoft Software VAR Contract#: DIR-TS0-4092 Coverage Term: 11/1/2019—10/31/2020 8 PdctSvrCAL ALNG SA MVL UsrCAL 13 $38.47 $500.11 Microsoft - Part#: H21-00591 Contract Name: Microsoft Software VAR Contract#: DIR-TSO-4092 Coverage Term: 11/1/2019—10/31/2020 9 PwrBIProGCC ShrdSvrALNG SubsVL MVL PerUsr 25 $92.28 $2,307.00 Microsoft -Part#: DDJ-00001 Contract Name: Microsoft Software VAR Contract#: DIR-TSO-4092 Coverage Term: 11/1/2019—10/31/2020 10 SfBSvr ALNG SA MVL 2 $640.96 $1,281.92 Microsoft - Part#: 5HU-00216 Contract Name: Microsoft Software VAR Contract#: DIR-TSO-4092 Coverage Term: 11/1/2019—10/31/2020 11 SharePointSvrALNG SA MVL 2 $1,194.34 $2,388.68 Microsoft - Part#: H04-00268 Contract Name: Microsoft Software VAR Contract#: DIR-TSO-4092 Coverage Term: 11/112019— 10/31/2020 12 SQLSvrEntCore ALNG SA MVL 2Lic CoreLic 14 $2,208.58 $30,920.12 Microsoft - Part#: 7JQ-00343 Contract Name: Microsoft Software VAR Contract#: DIR-TSO-4092 Coverage Term: 11/1/2019—10/31/2020 13 SQLSvrStdCore ALNG SA MVL 2Lic CoreLic 40 $576.29 $23,051.60 Microsoft - Part#: 7NQ-00292 Contract Name: Microsoft Software VAR Contract#: DIR-TSO-4092 Coverage Term: 11/1/2019— 10/31/2020 14 VisioPro ALNG SA MVL 42 $99.05 $4,160.10 Microsoft - Part#: D87-01159 Contract Name: Microsoft Software VAR Contract#: DIR-TSO-4092 Coverage Term: 11/1/2019—10/31/2020 15 VSProSubMSDN ALNG SA MVL 6 $302.06 $1,812.36 Microsoft - Part#: 77D-00111 Contract Name: Microsoft Software VAR Contract #: DIR-TSO-4092 Coverage Term: 11/1/2019—10/31/2020 16 WINENTperDVC ALNG SA MVL Pitfrm 2193 $38.47 $84,364.71 Microsoft - Part#: KV3-00353 Contract Name: Microsoft Software VAR Contract #: DIR-TSO-4092 Coverage Term: 11/1/2019—10/31/2020 17 WinSvrDCCore ALNG SA MVL 2Lic CoreLic 816 $124.43 $101,534.88 Microsoft - Part#: 9EA-00278 Contract Name: Microsoft Software VAR Contract#: DIR-TSO-4092 Coverage Term: 11/1/2019—10/31/2020 18 WinSvrSTDCore ALNG SA MVL 21-ic CoreLic 168 $18.01 $3,025.68 Microsoft - Part#: 9EM-00270 - Contract Name: Microsoft Software VAR Contract#: DIR-TSO-4092 Coverage Term: 11 /1 /2019 — 10/31/2020 Total $586,283.11 Additional Comments Service Level Agreements: 1. Quotes: Quote requests will be acknowledged within 4 business hours of each request. Under normal circumstances, quotes will be provided within 24-48 hours of the initial request. If quotes will take longer than this timeframe, status updates will be provided at reasonable intervals. 2.Orders: All valid orders will be processed within 24 hours. 3. Contract Documents: All submissions will be reviewed and responded to within 24 business hours. Actual processing time will vary based on quality and complexity of the submission. The products offered under this proposal are resold in accordance with the terms and conditions of the Contract referenced under that applicable line item. o ■ Microsoft Program Signature Form MBA/MBSA number Agreement number 01 E73535 Volume Licensing 5-0000004453637 Note: Enter the applicable active numbers associated with the documents below. Microsoft requires the associated active number be indicated here, or listed below as new. This signature form and all contract documents identified in the table below are entered into between the Customer and the Microsoft Affiliate signing, as of the effective date identified below. By signing below, Customer and the Microsoft Affiliate agree that both parties (1) have received, read and understand the above contract documents, including any websites or documents incorporated by reference and any amendments and (2) agree to be bound by the terms of all such documents. Name of Entity (mus be legal Signature* Printed First and Last Name* Daniel Printed Title Mayor Tax ID indicates required Signature Printed First and Last Name Printed Title Signature Date (date Microsoft Affiliate countersigns) City of Lubbock Pope Microsoft Corporation Agreement Effective Date (may be different than Microsoft's signature date) ProgramSignForm(MSSign)(NA,LatAm)ExBRA(ENG)(Oct2019) Page 1 of 2 Document X20-12845 Optional 2nd Customer signature or Outsourcer signature (if applicable) Name of Entity (must be legal entity name)* Signature* Printed First and Last Name* Printed Title Signature Date* Name of Entity (must be legal entity name)* Signature* Printed First and Last Name* Printed Title Signature Date* *indicates required field If Customer requires additional contacts or is reporting multiple previous Enrollments, include the appropriate form(s) with this signature form. After this signature form is signed by the Customer, send it and the Contract Documents to Customer's channel partner or Microsoft account manager, who must submit them to the following address. When the signature form is fully executed by Microsoft, Customer will receive a confirmation copy. Microsoft Corporation Dept. 551, Volume Licensing 6100 Neil Road, Suite 210 Reno, Nevada 89511-1137 USA ProgramSignFonn(MSSign)(NA,LatAm)ExBRA(ENG)(Oct2019) Page 2 of 2 Document X20-12845 00 No Microsoft Volume Licensing Enterprise Update Statement Enterprise Agreement Number 01E73535 Enrollment Number 4942386 Company Name City of Lubbock In accordance with the terms of entity's Enterprise Agreement and Enrollment, a true -up order must be submitted for each Enrollment's anniversary (including at Enrollment expiration and prior to any renewal) to account for License quantity increases for: a. Qualified Desktops/Devices or Qualified Users b. Online Services (where permitted) c. Previously ordered Additional Products d. Products included in the Server and Cloud Enrollment or Enrollment for Core Infrastructure e. Products included in the Enrollment for Application Platform :;,PrQdticts selected with the three year true -up option must place the true' up drder only upon enrollment expiration and prior to renewal. If entity has ordered any additional quantities since its lastl=nrollrrient anniversary, this ahnual true -up order is still required. Entity must submit an Enterprise Update Sfatemenf`for each anniversary when there has been no increase in required License quantities;as described above.: © In checking this box, entity confinnsthat under'the above refere-hp ed_Enrollment, there has been no increase in the number of required Licenses not already 'ordered in prior placed True Up Orders. Entity understands that it is the responsibility of,the entity to ensure that all licenses installed are used according to the Enterprise Agreement and Enrollment referenced above. Select applicable year for this Update statement: 3 Name of Entity* Cit of Lubbock Signature* Signature * indicates required fields EAUniversalUpdateStatement(WW)(ENG)(Jul20l5) Page 1 of 1 MM Microsoft Volume Licensing Previous Enrollments)/Agreement(s) Form Entity Name: City of Lubbock Contract that this form is attached to: State Local Government Please provide a description of the previous Enrollment(s), Agreement(s), Purchasing Account(s), and/or Affiliate Registration(s) being renewed or consolidated into the new contract identified above. a. Entity may select below any previous contract(s) from which to transfer MSDN subscribers to this new contract. Entity shall ensure that each MSDN subscriber transferred is either properly licensed under the new contract or is removed. b. Entity may select below only one previous contract from which to transfer the Software Assurance (SA) Benefit contact details, i.e., benefits contact (not the SA manager) and the program codes, to this new contract. c. An Open License cannot be used to transfer either the SA Benefit details or MSDN subscribers. d. The date of the earliest expiring Enrollment/Agreement that contains SA or Online Services will be the effective date of the new contract (or SA coverage period for Select Plus). e. Please insert the number of the earliest expiring Enrollment/Agreement with SA or Online Services in the appropriate fields of the new contract. PrevEnrAgrForm(WW)(ENG)(Oct2019) Page 1 of 1 Document X20-12873 M Microsoft Enterprise Enrollment Enterprise Enrollment number 86439211 (Microsoft to complete) Previous Enrollment number 4942386 (Reseller to complete) This Microsoft Enterprise Enrollment is entered into between t as of the effective date. Enrolled Affiliate represents and werre the Customer, that entered into the Enterprise Agreement ides This Enrollment consists of: (1) these terms and conditions, identified on the signature form, (3) the Product Selection F Services Terms, (6) any, Supplemental Contact Information I and other forms that may be required, and (7) anyorder sUbn may only be entered into under a 2011,or later Enterprise A Enrolled Affiliate agrees to be bound by the`terms and conditi( Volume Licensing Framework ID (if applicable) State and Local d in the signature form tomer, or an Affiliate of signature form. Enterprise Agreement Teim§,'-`(5) the Online ment/Enroilment form, merit.;This Enrollment g'into this Enrollment, All terms used but not defined are located at http://www.microsoft.cgmAicensinci/contracts. In the event of any conflict the terms of this Agreement control. Effective date. If Enrolled Affiliate is renewing Software Assurance or Subscription Licenses from one or more previous Enrollments or agreements, then the effective date will be the day after the first prior Enrollment or agreement expires .or terminates. If this Enrol lment'<is renewed, the effective date of the renewal term will be the day after the Expiration Date of the initial term. Otherwise, the effective date will be the date this Enrollment is accepted by Microsoft. Any reference to "anniversary date" refers to the anniversary of the effective date of the applicable initial or renewal term for each year this Enrollment is in effect. Term. The initial term of this Enrollment will expire on the last day of the month, 36 full calendar months from the effective date of the initial term. The renewal term will expire 36 full calendar months after the effective date of the renewal term: Terms and Conditions 1. Definitions. Terms used but not defined in this Enrollment will have the definition in the Enterprise Agreement. The following definitions are used in this Enrollment: "Additional Product" means any Product identified as such in the Product Terms and chosen by Enrolled Affiliate under this Enrollment. "Community" means the community consisting of one or more of the following: (1) a Government, (2) an Enrolled Affiliate using eligible Government Community Cloud Services to provide solutions to a Government or a qualified member of the Community, or (3) a Customer with Customer Data that is subject to Government regulations for which Customer determines and Microsoft agrees that the use of Government Community Cloud Services is appropriate to meet Customer's regulatory requirements. EA20201EnrGov(US)SLG(ENGX0ct2019) Page 1 of 10 Document X20-10635 Membership in the Community is ultimately at Microsoft's discretion, which may vary by Government Community Cloud Service. "Enterprise Online Service" means any Online Service designated as an Enterprise Online Service in the Product Terms and chosen by Enrolled Affiliate under this Enrollment. Enterprise Online Services are treated as Online Services, except as noted. "Enterprise Product" means any Desktop Platform Product that Microsoft designates as an Enterprise Product in the Product Terms and chosen by Enrolled Affiliate under this Enrollment. Enterprise Products must be licensed for all Qualified Devices and Qualified Users on an Enterprise -wide basis under this program. "Expiration Date" means the date upon which the Enrollment expires. "Federal Agency" means a bureau, office, agency, department or other entity of the United States Government. "Government" means a Federal Agency, State/Local Entity, or Tribal Entity acting in its governmental capacity. "Government Community Cloud Services" means Microsoft Online Services that are provisioned in Microsoft's multi -tenant data centers for exclusive use by or for the Community and offered in accordance with the National Institute of Standards and Technology (NIST) Special Publication 800-145. Microsoft Online Services that are Government Community Cloud Services are designated as such in the Use Rights and Product Terms. "Industry Device" (also known as line of business device) means any device that: (1) is not useable in its deployed configuration as a general purpose personal computing device (such as a personal computer), a multi -function server, or a commercially viable substitute for one of these systems; and (2) only employs an industry or task -specific software program (e.g. a computer -aided design program used by an architect or a point of sale program) ("Industry Program"). The device may include features and functions derived from Microsoft software or third -party software. If the device performs desktop functions (such as email, word processing, spreadsheets, database,network or Internet browsing, or scheduling, or personal finance), then the desktop functions: (1) may only be used for the :purpose of supporting the Industry Program functionality; and (2) must be technically integrated with the Industry Program or employ technically enforced policies or architecture to operate only when used with the Industry Program functionality. "Managed Device" means any device on which any Affiliate in the Enterprise directly or indirectly controls one or more operating system environments. Examples of Managed Devices can be found in the Product Terms. "Qualified Device" means any device that is used by or for the benefit of Enrolled Affiliate's Enterprise and is: (1) a personal desktop computer,' portable computer, workstation, or similar device capable of running Windows Pro locally (in a physical or virtual operating system environment), or (2) a device used to access a virtual desktop'infrastructure,("VDI").' Qualified Devices do not include any device that is: (1) designated as a server and not used as a personal computer, (2) an Industry Device, or (3) not a Managed Device. At its option, the Enrolled Affiliate may designate any device excluded above (e.g., Industry Device) that is used by or for the benefit of the Enrolled Affiliate's Enterprise as a Qualified Device for all or a subset of Enterprise Products or Online Services the Enrolled Affiliate has selected. "Qualified User" means a person (e.g., employee, consultant, contingent staff) who: (1) is a user of a Qualified Device, or (2) accesses any server software requiring an Enterprise Product Client Access License or any Enterprise Online Service. It does not include a person who accesses server software or an Online Service solely under a License identified in the Qualified User exemptions in the Product Terms. "Reseller" means an entity authorized by Microsoft to resell Licenses under this program and engaged by an Enrolled Affiliate to provide pre- and post -transaction assistance related to this agreement; "Reserved License" means for an Online Service identified as eligible for true -ups in the Product Terms, the License reserved by Enrolled Affiliate prior to use and for which Microsoft will make the Online Service available for activation. EA20201 EnrGov(US)SLG(ENG)(0ct2019) Page 2 of 10 Document X20-10635 "State/Local Entity" means (1) any agency of a state or local government in the United States, or (2) any United States county, borough, commonwealth, city, municipality, town, township, special purpose district, or other similar type of governmental instrumentality established by the laws of Customer's state and located within Customer's state's jurisdiction and geographic boundaries. "Tribal Entity" means a federally -recognized tribal entity performing tribal governmental functions and eligible for funding and services from the U.S. Department of Interior by virtue of its status as an Indian tribe. "Use Rights" means, with respect to any licensing program, the use rights or terms of service for each Product and version published for that licensing program at the Volume Licensing Site and updated from time to time. The Use Rights include the Product -Specific License Terms, the License Model terms, the Universal License Terms, the Data Protection Terms, and the Other Legal Terms. The Use Rights supersede the terms of any end user license agreement (on -screen or otherwise) that accompanies a Product. "Volume Licensing Site" means http://www.microsoft.com/licensing/contracts or a successor site. 2. Order requirements. a. Minimum order requirements.. Enrolled Affiliate's Enterprise must have a minimum of 250 Qualified Users or Qualified Devices. The initial order must include at least 250 Licenses for Enterprise Products or Enterprise Online Services. (i) Enterprise commitment. Enrolled 'Affiliate must order enough .Licenses to cover all Qualified Users or Qualified Devices, depending on the License Type, with one or more Enterprise Products or a mix of Enterprise Products and the corresponding Enterprise Online Services (as long as all Qualified Devices not covered by License are only used by users covered with a user License). (ii) Enterprise Online Services only. If no Enterprise Product is ordered, then Enrolled Affiliate need only maintain at least 250 Subscription Licenses for Enterprise Online Services. b. Additional Products. Upon satisfying ,the minimum order requirements above, Enrolled Affiliate may order Additional Products. c Use Rights for Enterprise Products. for Enterprise Products, if a new Product version has more restrictive use rights than the version that is current at the start of the applicable initial or renewal term of the Enrollment, those more restrictive use rights will not apply to Enrolled Affiliate's use of that Product during thatterm. d. Country of usage.`' Enrolled Affiliate must specify the countries where Licenses will be used on its initial order and on any additional orders. e. Resellers. Enrolled Affiliate must choose and maintain a Reseller authorized in the United States. Enrolled Affiliate will acquire its Licenses through its chosen Reseller. Orders must be submitted to the Reseller who will transmit the order to Microsoft. The Reseller and Enrolled Affiliate determine pricing and payment terms as between them, and Microsoft will invoice the Reseller based on those terms. Throughout this Agreement the term "price" refers to reference price. Resellers and other third parties do not have authority to bind or impose any obligation or liability on Microsoft. f. Adding Products. (1) Adding new Products not previously ordered. New Enterprise Products or Enterprise Online Services may be added at any time by contacting a Microsoft Account Manager or Reseller. New Additional Products, other than Online Services, may be used if an order is placed in the month the Product is first used. For Additional Products that are Online Services, an initial order for the Online Service is required prior to use. EA20201 EnrGov(US)SLG(ENG)(0ct2019) Page 3 of 10 Document X20-10635 (ii) Adding Licenses for previously ordered Products. Additional Licenses for previously ordered Products other than Online Services may be added at any time but must be included in the next true -up order. Additional Licenses for Online Services must be ordered prior to use, unless the Online Services are (1) identified as eligible for true -up in the Product Terms or (2) included as part of other Licenses. g. True -up requirements. Enrolled Affiliate must submit an annual true -up order that accounts for any changes since the initial order or last order. If there are no changes, then an update statement must be submitted instead of a true -up order. (i) Enterprise Products. For Enterprise Products, Enrolled Affiliate must determine the number of Qualified Devices and Qualified Users (if ordering user -based Licenses) at the time the true -up order is placed and must order additional Licenses for all Qualified Devices and Qualified Users that are not already covered by existing Licenses, including any Enterprise Online Services. (ii) Additional Products. For Additional Products that have been ,previously ordered under this Enrollment, Enrolled Affiliate must determine the maximum number of Additional Products used since the latter of the initial order- the last true -up order, or the prior anniversary date and submit a true -up order that accounts for any increase. (III) Online Services. For Online Services identified as eligible for true -up in the Product Terms, Enrolled Affiliate may place a reservation order for the additional' Licenses prior to use and payment may be deferred until the next true -up order, Microsoft will provide a report of Reserved Licenses ordered but not yet `invoiced to Enrolled Affiliate and its Reseller. Reserved Licenses will be invoiced retrospectively to the month in which they were ordered. (iv) Subscription License reductions.. Enrolled Affiliate may `'reduce the quantity of Subscription Licenses at the Enrollment anniversary date on a prospective basis if permitted in the Product Terms, as follows: 1) For Subscription Licenses that are part of an Enterprise -wide purchase, Licenses may be reduced if the total quantity of Licenses and Software Assurance for an applicable group meets or exceeds, the quantity of Qualified Devices and Qualified Users (if ordering user -based Licenses) identified on the Product Selection Form, and includes any additional Qualified Devices and Qualified Users added in any prior true -up orders. Step-up Licenses do not count towards this total count. 2) For Enterprise Online Services that are not a part of an Enterprise -wide purchase, Licenses can be reduced as long as the initial order minimum requirements are maintained. 3) For .Additional Products available as Subscription Licenses, Enrolled Affiliate may reduce the Licenses. If the License count is reduced to zero, then Enrolled Affiliate's use of the applicable Subscription License will be cancelled. Invoices will be adjusted to reflect any reductions in Subscription Licenses at the true -up order Enrollment anniversary date and effective as of such date. (v) Update statement. An update statement must be submitted instead of a true -up order if, since the initial order or last true -up order, Enrolled Affiliate's Enterprise: (1) has not changed the number of Qualified Devices and Qualified Users licensed with Enterprise Products or Enterprise Online Services; and (2) has not increased its usage of Additional Products. This update statement must be signed by Enrolled Affiliate's authorized representative. (vi) True -up order period. The true -up order or update statement must be received by Microsoft between 60 and 30 days prior to each Enrollment anniversary date. The third - year true -up order or update statement is due within 30 days prior to the Expiration Date, and any license reservations within this 30 day period will not be accepted. Enrolled Affiliate EA20201 EnrGov(US)SLG(ENG)(0ct2019) Page 4 of 10 Document X20-10635 3. 4. may submit true -up orders more often to account for increases in Product usage, but an annual true -up order or update statement must still be submitted during the annual order period. (vii)Late true -up order. If the true -up order or update statement is not received when due, Microsoft will invoice Reseller for all Reserved Licenses not previously invoiced and Subscription License reductions cannot be reported until the following Enrollment anniversary date (or at Enrollment renewal, as applicable). h. Step-up Licenses. For Licenses eligible for a step-up under this Enrollment, Enrolled Affiliate may step-up to a higher edition or suite as follows: (i) For step-up Licenses included on an initial order, Enrolled Affiliate may order according to the true -up process. (ii) If step-up Licenses are not included on an initial order, Enrolled Affiliate may step-up initially by following the process described in the Section titled "Adding new Products not previously ordered," then for additional step-up Licenses, by following the true -up order process. i. Clerical errors. Microsoft may correct clerical errors in this Enrollment, and any documents submitted with or under this Enrollment, by providing notice by email and a reasonable opportunity for Enrolled Affiliate to object to the correction. > Clerical errors include minor mistakes, unintentional additions and omissions. This provision does not apply to material terms, such as the identity, quantity or price of a Product ordered. j. Verifying compliance. Microsoft may, in its discretion and at its expense, verify compliance with this Enrollment as set forth in the Enterprise Agreement. Pricing. a. b. Price Levels. For both the initial and any renewal term Enrolled Affiliate's Price Level for all Products ordered under this Enrollment will be Level "D" throughout the term of the Enrollment. Setting Prices. Enrolled Affiliate's prices for each Product or Service will be established by its Reseller. Except for Online Services designated in the Product Terms as being exempt from fixed pricing, As long as Enrolled Affiliate continues to qualify for the same price level, Microsoft's prices for Resellers for each Product or Service ordered will be fixed throughout the applicable initial or renewal Enrollment term. Microsoft's prices to Resellers are reestablished at the beginning of the renewal term. ilyment terms. For the initial or renewal order, Microsoft will invoice Enrolled Affiliate's Reseller in three equal annual installments. . The first installment will be invoiced upon Microsoft's acceptance of this Enrollment and remaining installments will be invoiced on each subsequent Enrollment anniversary date. Subsequent orders are invoiced upon acceptance of the order and Enrolled Affiliate may elect to pay annually or upfront for Online Services and upfront for all other Licenses. 5. End of Enrollment term and termination. a. General. At the Expiration Date, Enrolled Affiliate must immediately order and pay for Licenses for Products it has used but has not previously submitted an order, except as otherwise provided in this Enrollment. b. Renewal option. At the Expiration Date of the initial term, Enrolled Affiliate can renew Products by renewing this Enrollment for one additional 36-month term or by signing a new Enrollment. Microsoft must receive a Renewal Form, Product Selection Form, and renewal order prior to or at the Expiration Date. Microsoft will not unreasonably reject any renewal. EA20201EnrGov(US)SLG(ENG)(0ct2019) Page 5 of 10 Document X20-10635 6. Microsoft may make changes to this program that will make it necessary for Customer and its Enrolled Affiliates to enter into new agreements and Enrollments at renewal. c. If Enrolled Affiliate elects not to renew. (i) Software Assurance. If Enrolled Affiliate elects not to renew Software Assurance for any Product under its Enrollment, then Enrolled Affiliate will not be permitted to order Software Assurance later without first acquiring a new License with Software Assurance. (ii) Online Services eligible for an Extended Term. For Online Services identified as eligible for an Extended Term in the Product Terms, the following options are available at the end of the Enrollment initial or renewal term. 1) Extended Term. Licenses for Online Services will automatically expire in accordance with the terms of the Enrollment. An extended term feature that allows Online Services to continue month -to -month ("Extended Term") is available. During the Extended Term, Online Services will be invoiced monthly at the then -current published price as of the Expiration Date plus a 3% administrative fee for, up to one year. If Enrolled Affiliate wants an Extended Term, Enrolled Affiliate must submit a request to Microsoft at least 30 days prior to the Expiration Date. 2) Cancellation during Extended Term. At any time during the first year of the Extended Term, Enrolled, Affiliate may terminate the Extended Term by submitting a notice of cancellation to Microsoft for each Online Service. Thereafter, either party may terminate the Extended Term by providing the other with a notice of cancellation for each Online Service. Cancellation will be effective at the end of the month following 30 days after Microsoft has received or issued the notice. (iii) Subscription, Licenses and Online Services not eligible for an Extended Term. If Enrolled Affiliate elects not to renew, the Licenses will be cancelled and will terminate as of the Expiration Date. Any associated media must be uninstalled and destroyed and Enrolled Affiliate's Enterprise mustdiscontinue use. Microsoft may request written certification to verify compliance. d. Termination for cause. Any termination for cause of this Enrollment will be subject to the "Termination for cause" section of the Agreement. In addition, it shall be a breach of this Enrollment if Enrolled Affiliate or any Affiliate in the Enterprise that uses Government Community Cloud Services fails to meet and maintain the conditions of membership in the definition of Community.., e." Early termination. Any early termination of this Enrollment will be subject to the "Early Termination" Section of the Enterprise Agreement. For Subscription Licenses, in the event of a breach by Microsoft, or if Microsoft terminates an Online Service for regulatory reasons, Microsoft will issue Reseller a credit for any amount paid in advance for the period after termination. Government Community Cloud. a. Community requirements. If Enrolled Affiliate purchases Government Community Cloud Services, Enrolled Affiliate certifies that it is a member of the Community and agrees to use Government Community Cloud Services solely in its capacity as a member of the Community and, for eligible Government Community Cloud Services, for the benefit of end users that are members of the Community. Use of Government Community Cloud Services by an entity that is not a member of the Community or to provide services to non -Community members is strictly prohibited and could result in termination of Enrolled Affiliate's license(s) for Government Community Cloud Services without notice. Enrolled Affiliate acknowledges that only Community members may use Government Community Cloud Services. b. All terms and conditions applicable to non -Government Community Cloud Services also apply EA20201 EnrGov(US)SLG(ENG)(0ct2019) Page 6 of 10 Document X20-10635 to their corresponding Government Community Cloud Services, except as otherwise noted in the Use Rights, Product Terms, and this Enrollment. c. Enrolled Affiliate may not deploy -or use Government Community Cloud Services and corresponding non -Government Community Cloud Services in the same domain. d. Use Rights for Government Community Cloud Services. For Government Community Cloud Services, notwithstanding anything to the contrary in the Use Rights: (i) Government Community Cloud Services will be offered only within the United States. (ii) Additional European Terms, as set forth in the Use Rights, will not apply. (iii) References to geographic areas in the Use Rights with respect to the location of Customer Data at rest, as set forth in the Use Rights, refer only to the United States. EA20201EnrGov(US)SLG(ENG)(Oct2019) Page 7 of 10 Document X20-10635 Enrollment Details 1. Enrolled Affiliate's Enterprise. a. Identify which Agency Affiliates are included in the Enterprise. (Required) Enrolled Affiliate's Enterprise must consist of entire offices, bureaus, agencies, departments or other entities of Enrolled Affiliate, not partial offices, bureaus, agencies, or departments, or other partial entities. Check only one box in this section. If no boxes are checked, Microsoft will deem the Enterprise to include the Enrolled Affiliate only. If more than one box is checked, Microsoft will deem the Enterprise to include the largest number of Affiliates: 19 Enrolled Affiliate only ❑ Enrolled Affiliate and all Affiliates ❑ Enrolled Affiliate and the following Affiliate(s) (Only identify specific affiliates to be included if fewer than all Affiliates are to be included in the Enterprise):., ❑ Enrolled Affiliate and all Affiliates, with following Affiliate(s) excluded: b. Please indicate whether the Enrolled Affiliate's Enterprise will include all new Affiliates acquired after the start of this Enrollment: Exclude future Affiliates 2. Contact information. Each party will notify the other in writing if any of the information in the following contact information page(s) changes. The asterisks (*) indicate required fields. By providing; contact information, Enrolled Affiliate consents to its use for purposes of administering this Enrollment by Microsoft, its Affiliates, and other parties that help administer this Enrollment. The personal information provided in connection with this Enrollment will be used and protected in accordance with the privacy statement available at https://www.microsoft.com/licensing/servicecenter. a. Primary contact. This contact is the primary, contact for the Enrollment from within Enrolled Affiliate's Enterprise. This contact is also an Online Administrator for the Volume Licensing Service Center and may grant online access to others. The primary contact will be the default contact for all purposes unless separate` contacts are identified for specific purposes be legal entity name)* City of Lubbock ames Last Brown s*<JBrown(cDmail.ci.lubbock.tx.us Street address* 1625.13th Street City* Lubbock State* TX Postal code* 79401-3830- (Please provide the zip + 4, e.g. xxxxx-xxxx) Country* United States Phone* 806-775-2372 Tax ID * indicates required fields b. Notices contact and Online Administrator. This contact (1) receives the contractual notices, (2) is the Online Administrator for the Volume Licensing Service Center and may grant online access to others, and (3) is authorized to order Reserved Licenses for eligible Online Servies, including adding or reassigning Licenses and stepping -up prior to a true -up order. EA20201 EnrGov(US)SLG(ENG)(0ct2019) Page 8 of 10 Document X20-10635 ❑ Same as primary contact (default if no information is provided below, even if the box is not checked). Contact name* First Jerrid Last Sanders Contact email address* jsanders@mail.cHubbock.tx.us Street address* 1625 13th Street City* Lubbock State* TX Postal code* 79401-3830- (Please provide the zip + 4, e.g. xxxxx-xxxx) Country* United States Phone* 806-775-2396 Language preference. Choose the language for notices.`"'I ❑ This contact is a third party (not the Enrolled Affiliate). personally identifiable information of the Customer and its A * indicates required fields c. Online Services Manager. This contact is autho under the Enrollment and (for applicable Online step-up prior to a true -up order. Same as notices contact and Online Administrate even if box is not checked) Contact name*: First Jerrid :Last Sanders Contact email address* jsanders@mail.ci.lubbock.tx.us, Phone* 806-775-2396 ❑ This contact is from a third party organization (not the entity). Warning personally identifiable information of the entity. * indicates required fields d. Reseller information. Reseller contact for this Enrollment is: Reseller company; name* SHI International Corp. Street address (PO boxes will not be accepted)* 290 Davidson Ave City* Somerset State* NJ Postal code* 08873 Country* United States Contact name* Amanda Bongiovi ish arning: This contact receives tes. e.the Online Services ordered idd or reassign Licenses and @shi.com This contact receives By signing below, the Reseller identified above confirms that all information provided in this Enrollment is correct. Signature* Printed name* Printed title* Date* * indicates required fields Changing a Reseller. If Microsoft or the Reseller chooses to discontinue doing business with each other, Enrolled Affiliate must choose a replacement Reseller. If Enrolled Affiliate or the Reseller intends to terminate their relationship, the initiating party must notify Microsoft and the EA20201 EnrGov(US)SLG(ENG)(0ct2019) Page 9 of 10 Document X20-10635 other party using a form provided by Microsoft at least 90 days prior to the date on which the change is to take effect. e. If Enrolled Affiliate requires a separate contact for any of the following, attach the Supplemental Contact Information form. Otherwise, the notices contact and Online Administrator remains the default. (1) Additional notices contact (ii) Software Assurance manager (iii) Subscriptions manager (iv) Customer Support Manager (CSM) contact 3. Financing elections. Is a purchase under this Enrollment being financed through MS Financing? 'E],Yes, 0 No. If a purchase under this Enrollment is financed through MS Financing, and Enrolled Affiliate chooses not to finance any associated taxes, it must pay these taxes directly to Microsoft. EA20201EnrGov(US)SLG(ENG)(0ct2019) Page 10 of 10 Document X20-10635 00 so Microsoft Volume Licensing Amendment to Contract Documents Enrollment Number This amendment ('Amendment") is entered into between the parties identified on the attached program signature form. It amends the Enrollment or Agreement identified above. All terms used but not defined in this Amendment will have the same meanings provided in that Enrollment or Agreement. Enterprise Enrollment (Indirect) Invoice for Quoted Price Amendment ID M97 The price quoted to Enrolled Affiliate's Reseller is a fixed price based on� date. Microsoft will invoice Enrolled Affiliate's Reseller based on this fix submitted later than the estimated order submission date, -enrolled A. If for net new Monthly Subscriptions (including Online' ervices) f6eft a perk were not provided. Pncln�to, Enrolled Affiliate is agreed betWeen`E Affiliate's Reseller. Except for changes made by this Amendment, the Enrollment of,'-- or unchanged and in full force and effect. If there is,any, onflie# between �n and any provision in the Enrollment or Agreement [deitified-abpve, #hlsl Mi�rnsoft Internal Use Only- i estimated order submission j;prip quote. If this order is to s k4el)er will be charged I dUl'iriq' "ict .these services W_above remains rthis Amendment shall control. (fiI(97)EnrAmend(Ind)(InvoiceforQuotedPrice)( M97 B WW ENG Se 2019 IU .docx AmendmentApp v4.0 M97 B Page 1 of 1 Microsoft I Volume Licensing Discount Transparency Disclosure Form Date: 10/30/2019 Program: Enterprise 6 Enrollment Number: Renewal Quote Number: 0888206.006 Partner Name: SHI international Corp. Re selle r Ad dre ss: 290 Davidson Ave Somerset, NJ, United States, 06873-4145 For this enrollment, Microsoft provided the Customer's Partner an additional discount off of the Partner's Net Price. The Partner Is required, by Microsoft, to pass on the additional discount to the Customer by reducing the Microsoft Product resale price by an amount equal to or greater then the discount. Listed In the table below is the maximum price the partner may charge for the Microsoft Products to be ordered under this enrollment The Maximum Resale Price (MRP) Is calculated by subtracting the additional discount provided to the Partner, from the total estimated resale price for the Microsoft Products. The requirement to pass through the additional discount, does not mean that Microsoft Is setting the Customer's actual price. Partners remain free to set the price charged for Microsoft Products at any point equal to or below MRP. The Customer's actual price will be established by a separate agreement between Customer and its Partner. 0, US Dollar 2,178.319 Nate: The Maximum Resale Price listed in the table above only pertains to the Microsoft Products to be ordered under this Enrollment The content of this form has no impact on the Customer's price for Non -Microsoft products and services. In this form, the following definitions apply: "Customer" means the erfly that may order or has entered into a Contract with the Partner. 'Contract" means a binding agreement between the Partner and Affiliate, under which Customer orders Products from Partner. "M icrosW means (1) the entity that has ordered into an agreement with Partner under which Partner may place orders for Microsoft Products for use by the Customer and (2) the affiliates of such entity, as appropriate. "Maximum Resale Price" means the sum of the Estimated Retail Price for all Microsoft Products ordered under the Customer Contract minus the aggregated discount off of the Partner's Net Price provided by Microsoft listed in the currency in which the Partner or Partner's reseler transacts with M icrosoft. Product" means all Microsoft Products identified in the Product Terms, such as all Software, Online Services, and otherweb- based services, including pre-release or beta version. Microsoft product availability 1 ma v y r g . ary b a 0n ,% Partner: N111 Internationaimrp. Customer: city 21 Lubbocy k.,-- Signature of Customer's authorized representative: Printed name: Daniel A Pope Printed title: Mayor Date: November 19, 2019 1/1 Enterprise Enrollment Product Selection Form Proposal ID 0888206.006 Microsoft ( Volume Licensing Enrollment Number Office Professional Plus 2,193 Office�3S5 Plans : ; ..,..; Office 365 (Plan G3) Add On 100 Clien# Access' Licetlse;(�AL) Core CAL Core CAL 2,310 Windows Desktop .. Windows Enterprise OS Upgrade 2,193 enterprise IIAgk►ility and Security (EMS) Enterprise Mobility and Security GOV 400 Enrollsd Affiliate's Product Quantities: Price Group „ 1 2 3 4 Enteiiise PrbllUcts ,: Office Professional Plus + Client Access License + Client Access Win E3 + Win E5 + Office 365 ProPlus + Office Office 365 (Plans E1, E3 License + Windows Win VDA + 365 (Plans E3 and E5) + and E5) + Microsoft 365 Intune + EMS USL + Microsoft 365 Microsoft 365 Enterprise Enterprise Microsoft 365 Enterprise Enterprise Quantit 2193 2310 2710 2193 Enterprise Products and Enterprise Online Services USLs: Unless otherwise indicated in associated contract documents, Price level set using the highest quantity from Groups 1 through 4. D Additional Product Application Pool: Unless otherwise indicated in associated contract documents, Price level set using quantity from Group 1. D Page 1 of 2 EA-EASProdSelForm(WW)(ENG) MS Quote Enterprise Enrollment Product Selection Form Microsoft I Volume Licensing Additional Product Server Pool: Unless otherwise indicated in associated contract documents, Price level set using the highest quantity from Group 2 or 3. D Additional Product Systems Pool: Unless otherwise indicated in associated contract documents, Price level set using quantity from Group 4. D Page 2 of 2 EA-EASProdSelForm(WW)(ENG) MS Quote CERTIFICATE OF INTERESTED PARTIES FORM 3.295 1 of 1 Complete Nos. 1- 4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos.1, 2, 3, 5, and 6 if there are no interested parties. CERTIFICATION OF FILING Certificate Number: 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. 2019-547001 SHI Government Solutions Austin, TX United States Date Filed: 10/02/2019 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 Date Acknowledged: 11/06/2019 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. 14973 Microsoft EA Agreement Renewal 4 Name of Interested Party City, State, Country (place of business) Nature of interest (check applicable) Controlling I Intermediary 5 Check only if there is NO Interested Party. ❑ X 6 UNSWORN DECLARATION My name is and my date of birth is My address is (street) (city) (state) (zip code) (country) I declare under penalty of perjury that the foregoing is true and correct. Executed in County, State of on the day of , 20 (month) (year) Signature of authorized agent of contracting business entity (Declarant) Forms provided by Texas Ethics Commission www.ethics.state.tx.us Versinn V1 .1 .3a6aaf7d CERTIFICATE OF INTERESTED PARTIES FORM 1295 1of1 Complete Nos. 1- 4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos.1, 2, 3, 5, and 6 if there are no interested parties. CERTIFICATION OF FILING Certificate Number: 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. 2019-547001 SHI Government Solutions Austin, TX United States Date Filed: 10/02/2019 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 Date Acknowledged: 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a description of the services, goods, or other property to be provided under the contract. 14973 Microsoft EA Agreement Renewal 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 6 UNSWORN DECLARATION My name is Lindsey Bernstein and my date of birth is My address is 1301 S. Mopac Expressway, Suite 375 Austin TX 78746 USA (street) (city) (state) (zip code) (country) I declare under penalty of perjury that the foregoing is true and correct. Executed in Travis County, State of Texas —on the 2nd day of October 2019 (month) (year) Signature of authorized agent of contracting business entity (Declarant) Forms orovided by Texas Ethics Commission www.ethics.state.tx.us Versinn V1.1.3a6aaf71