HomeMy WebLinkAboutResolution - 2026-R0152 - PO 33002101, With SHI Government Solutions, For Cloud Platform - 04/14/2026Resolution No. 2026-R0152
Item No. 6.25
April 14, 2026
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, a Purchase Order Contract No. 33002101, by and
between the City of Lubbock and SHI Government Solutions, Inc., for Cloud Platform and
related documents. Said Contract 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 April 14, 2026
MARK W. MCBRAYER, AYOR
ATTEST:
r
APPROVED AS TO CONTENT:
,
_ �Q � i
�irooke Witcher, Assistant City Manager
ney
ccdocs IL'RES.PurchaseOrd- SNI Government Solutions, lnc.
March 27, 2026
�►�'i ���of
.
Lubbock PURCHASE ORDER
TEf1AS
TO: SHI GOVERNMENT SOLUTIONS INC
1301 SOUTH MOPAC EXPRESSWAY
SUITE 375
AUSTIN TX 78746
Page - 1
Date - 3/26/2026
Order Number 33002101 000 OP
Branch/Plant 34l 0
SHIP TO: CITY OF LUBBOCK
INFORMATION TECHNOLOGY
1314 AVENUE K - BASEMENT
LUBBOCK TX 79401
INVOICE TO: C1TY OF LUBBOCK
ACCOUNfSPAYABLE
P.O. BOX 2000
LUBBOCK, TX 79457 BY:
Marta Alvarez, Director Purchas�ng & Coatract Menegement
Ordered 3/26/2026 Freight
Requested 5/1/2026 Taken By
Delivery Per J Zhine / Req # 64490
S RIVERA
Q# 27224840/OMN[A #2024056-02 PUR 19599
If you have any questions, please contact Jay Zhine: jzhine@mylubbock.us 806-775-2366
Description/Supplier Item Ordered Unit Cost UM Extension Request Date
-_-- __�---- — _ _ —.
Cloud Platform SW Licn & Supp L000 2,078,213.13 EA 2,078,213.13 6 U2026
Temis NET DUE ON RECEIPT Total Order 2,078,213.13
This purchase order encumbers funds in the amount of $2,078,213.13 awarded to SHI Government
Solutions, Inc. of Austin, TX on April 14, 2026. The following is incorporated into and made part of this
purchase order by reference: Quote dated February 27, 2026, from SHI Government Solutions, Inc. of
Austin, TX, and Omnia Contract #2024056-02.
Resolution # 2026-R0152
TY OF LU BOCK:
Mar cBrayer, May -�
INSURANCE REQUIRED:
Commercial General Liabiliri: AddiNonal Policies:
$ I,000,000 occurrence 1$2,000,000 aggregate (can be combined
with an Excess Liability to meet requirement). CGL is required Cvber Liabilitv: $1,000,000 per claim.
in ALL contracts. It is perhaps the most important of all
insurance policies in a contractual relationship. It insures the Technologv Errors and Omissions Liabilitv: $I,000,000 per
Contractor has broad liability coverage for contractual activities claim.
and for completed operations.
Commercial General Liability to include Products -
Completion/OP, Personal and Advertising Injury, Contractual
Liability, Fire Damage (any one fire), and Medical Expenses
(any one person).
*The City of Lubbock (including its officials, employees and volunteers) shall be afforded additional insured status on a primary
and non-contributory basis on all liability policies except professional liabilities and workers' comp. *Waivers of Subrogation are
required for CGL, AL, and WC. *To Include Products of Completed Operations endorsement. *Carrier will provide a 30-day
written notice of cancellation, 10-day written notice for non-payment. *Carriers must meet an A.M. Best rating of A- or better.
*Subcontractors must ca same limits as listed above.
Rev. 3/2022
Seller and Buyer agree as
follows:
PURCHASE ORDER
TERMS AND CONDITIONS
STANDARDTERMS AND CONDITIONS
ACCEPTANCE OF THIS PURCHASE ORDER.
CONTRACTOR ACKNOWLEDGES. by suppivme am Goods or Srniccs that the Contracror has rcad. fullv
unders�ands. and will be in full cortmLance wnh all temts and condiuons and the darnpOve matenal contamed herein
and anv addrtional associated dowments and Amendments. The Ciry disclaims anv tem�c and condYtionc orovided bv
the Con[raaor unless aereed uoon in wri�ine bv the oarties. In the event otcon0ict between the Citv's terms a�d
condi�ions and anv tmns and wnditions orovided bv the Conirzctor. the �ems and wndi�ions urovided herein shall
orcvail. The �ert� and conditionc orovided haein are �he final tmns a�need uoon bv the oartins. and anv nrior
wnflictiny �erms shall be of no Porce or eBect
I. SELLER TO PACKAGE GOODS. Sella will package goods in accordance with good commercial przetice.
Each shipping containa shall be clearly a� permac�ently markcd as follows (a) Seller's name and addras, (b)
Consignee's name, address and purchate order or purchase rclease number and the supply agreemem number if
applicable, (c) Container number and total number of containers, e.g. 6ox I of 4 hoxa, and (d) the number of �he
container bearing �he packing slip. Seller shall bear cosl of packaging unlas o�hmvise provided. Goods shall be
suitably pazked �o savre lowes� lransportatian cos�s and ro confo'm wi�h requirements of common carriers and any
appliwble specificalions. Buysr's count or weight shall be final and conclusive on shipments not accompanied by
packing lists.
2. SHIPMENT UNDER RESERVATION PROHIBITED. Seller is not authoriud lo ship Ihe goods u�er
rcsmalion and no tender of a bill of lading will operate as a �ender of goods.
3. TITLE AND RISK OF LOS5. 7'he ti�le and risk of loss of the goods shall no� pass to Buyer umil Buyrr actually
receives and taka possession of the goods a� �he point or points of delivery.
4. NO REPLACEMENT OF DEFECTNE TENDER Every tender of delivery of goods musl (ully comply with all
pmvisions of �his contract as to time of delivery, qualityand �he hlce. 1(a trnder is made which does not fully confortn,
Ihis shall conSlitu�e a breach and Sslla shall not have �he righ� to subatilule a confortning tenda, provided, whae the
�ime for perfolmance has no� yst expired, ihe Sella may rcasonably notify Buyer of his intrntion w cure and may
�hen make a conforming �enda within �he contraa time but not aflerward.
5. INVOICES & PAYMENTS. a S e I I e r shall submi� separa�e invoica, in dupliwle, one wch purchase order or
purchace rclease after wch delivery. Invoica shall indiwte the purchase orda or purchaze rcleaze number and
�he supply agreement number if applicable. Invoica shall be itemized and iransponation charga, if any, shall be
lisled separalely. A copy of �he bill of lading, and Ihe freight waybill when applicable, should be atwched to �he
invoice. Mail To: Accounts Payable, City of Lubbock, P O. Box 2000, Lubbock, Teaaz 79457. Paymem shall no�
be due until the above instruments are submi�ted aflerdelivery
6. GRATUITIES. The Buyer may, by wfi�rn notice �o the Sella, cancel this con�rzct without Iiability lo Sella if
it is detrnnined by Buyer tha� gramitia, in the Portn of rnuna�nment, gifls or athenvise, were offaed or given by Ihe
Seller, or any agenl or rcprarntalive of the Sella, to any olficer or employee of Ihe City of Lubbock with a view ro
securing a contracl or securing favorable Irealment with respect lo Ihe awarding or amending, or Ihe making of any
detrnninations with rapect �o �he pafortning of such a comraa. In the evem �his contraa is canceled by Buya
pursuant to this provision, Buyer shall be entitled, in addiuon to any olher rights and remedia, lo recova or wilhhold
the amount of the cost incurted by Sella in providing such gra�uities.
7. SPECIAL TOOLS � TFST EQUIPMENT. If the prise stated on �he face haeof includes the cos� oF any special
tooling or special tat equipmem fabriw�ed or rcqu'ved by Seller for the purpox of filling this older, such special
tooling equipmem and any process shx�s rcla�ed �hercto shall 6ecome �he property of �he Buyer and to Ihe ex�rnt
feasible shall be identified by the Sslla as such.
8. WARRANTY-PRICE. a The price �o be paid by the Buyer shall be tha� contained in Seller's bid which
Sella warrants lo be no higher than Seller's w�rrnt process on orders by others for pmducls of Ihe kind and
specifiwtion covered by this agreement for similar quantities under similar of like conditions a� methods of purchase.
In Ihe evrnt Sella 6reacha this warranry, the prices of the �tems shall be rcduced �o the Seller's currcnt prica
on orders by others, or in �he altemative. Buyer may cancel �his wntract without liability to Seller for breach
or Seller's actual ezpense. b. The Seller wartants tha� no person or selling agency has been employed or mained to
solici� or ucurc this contraa upon an agreemrnt or unders�andmg for commission, percentage, brokeroge, or mmingent
fee excepting bona fide employ+ea of 6ona fide a�ablished commercial or ulling agencia maintained by �he Sella for
the purpou of securing business. For brcach of viciation of th�s wartanty the Buyer shall have the right in addilion �o
any olher righl of rights to cancel fhis cont2et withoul IiabiGty and to deduct from lhe wntracl price, or othmvise
recover wi�hout liability and �o deducl from Ihe conlwct price, orolhmvise rccover the (ull amoun� ofsuch commission,
percrntage, brokerage or contingent fee.
9. WARRAM'Y-PRODUCT. Sella shall not limit or excluds any implied warrenties and any attempt lo do w shall
render this contract voidable at Ihe option of �he Buya. Seller wartants that Ihe goods Pomished will conform io the
specification, drawings, and dacriptions listed in the bid invi�a�ion, and to the sample(s) fumished by Ihe Seller, if any.
In the evrnt of a conFlict or between �he specifications, drawmgs, and dacriptions, Ihe specificalions shall govem.
NohvitltsWnding any provisions contained in the contraqual agrament, Ihe Sella rcpresents and wartants fau�t-&ee
performa�ear�d fault-freeraul� inlheprocasingdateanddalerclaleddala (including, but not limited to calculating,
comparing and sequencing) of all hardware, software and firmware produc�s delivaed and services provided under
this Contracl, individually or in combination, as the case may be from the etieclive dale of this Contracl. The
obligatsons contained herein apply to products and smices pmvided by �he Seller, its sub� Seller or any �hird party
involved in the crcalion or deve�opment of �he produc�s and smices to be delivered lo the City o( Lubbock under this
Contmct. Failurt to comply with any of �he obliga�ions contained haein, may rauh in Ihe Ci�y of Lubbock
availing itself of any of ils rights u�da the law and u�er this ContraA including, but noi limi�ed to, itx right penaining
to tamina�ion or default. The wartantia conlained haein are separate and discrcte from any other warramies
specified in this Conhact, and are not subjat to any distlaimer otwarranty, implied or expressed, or limitation of the
Seller's liability which may be specified in �his Contraa, its apprndices, its schedula, i�s annexa or any docummt
incoryorated in �his ComraG by rcference.
10. SAFETY WARRANTY. Seller wartants �hal the pmducl wld to the Bu}er shall conform to the standards
promulgated by the U. S. Dryanmrnt of Labor unda lhe Occupa�ional Sak�y and Heahh Act of 1970. In Ihe event �he
producl does not confomi to OSHA s�andards, Buyer may retum the product for corttttion or rcplacement at Ihe
Selkr's expensa In the evem Seller fails ro make the appropriate comclion wilhin a reasonable time, conMion
made by Buyer will be at the Seller's ezper�se.
1 I. NO WARRANfY BY BUYER AGAINST INFRMGEMEM'S. As pan of this comrzct for sale Sella agras
to azcertain whe�her goods manufacmred in accordance wi�h �he specifica�ions auached ro this agretmenl will give
riu �o the righ�ful claim of any �hird person by way of inGingemem of the like. Buyer makes no warranly that the
production of goodt according to the specification will not grve rise lo such a claim, and in no evrnt shall Buya be
liable to Sellv for indemnification in Ihe went that Sella is sued on �he grounds of infringement of the like. If Seller
is of the opinion thal an infringemem or �he like will raul�, he will tro�ify the Buyer to �his effat in wri�ing wilhin Iwo
weeks afla Ihe signing ofthis agr«ment. If Buyer doa not raeive nolice and is subse�uently held liable for
the infiingement or Ihe like, Seller will save Buyar hamJess. If Sella in good faith atctrtains Ihe production of the
goods in accordance wilh Ihe specifications will rault in inGingement or the like, Ihe conlrad shall be null and void.
12. NON APPROPRIATION. All funds for paymem by �he Cily under �his contract are su6jea �o the availability of an
annual appropriation far this purpose by �he Ci�y. In the evrn� of nanappropria�ion of Ponds by �he City Council of Ihe
City of Lubbock for the gaods or servioes provided under �he contract, the City will trnninate the contraa, wi�hout
temtination charge or other liability, on Ihe lazt day of the Ihrn-curtenl fiscal year or whrn lhe appropriation made for
ths then-curtent year for the goods or servica wvercd by �his conlraa is spent, whichever event occurs firs�. If a� any
time funds are not appmpriated for Ihe continuance of Ihis contract, cancellation shall be accepted by the Seller on
Ihirty (30) days prior writ�rn no�ice, bm failure lo give such notice shall be of no effect and Ihe City shall not be
obligated under this conhacl beyond the date of trnnina�ion.
13. RIGHT OF MSPECf10N. Buyer shall have �he right w mspec� the goods at delivery bePore accep�ing �hem
14. CANCELLATION. Buy+er shall have Ihe right fo cancel for de(ault all or any part of the undelivercd ponan of
this order if Seller brcacha any of Ihe trnn5 hereof including warrantia of Seller or if �he Seller becoma insolvent or
wmmi�s acts o(bankruptcy. Such right of cancellalion is in addition to and not in lieu of any other remedia which
Buyer may have in law or equity.
I5. TERMMATION. The perfomance of work mda this order may be tertninated in whole, ar in part by �he Buyer
in accordance wrth Ih�s provision Terminalion o! work haeunder shall be effecled by the dehvery of the Seiler of
a"Nouce of Termmauon" specdymg ihe ex�em to which perklmance o(work under the ordtt a �ermmated and �he
date upon whkh such �mninanon becomes eBectiva Such right or trnnination a in addilion to and not m heu of �he
rights of Buyer se� forth in Claute 14, herein.
16. FORCE MAIEURE. Neither pany shall be held responsible for lossa, rcsulting if the fulfillment of any
temis ot provisions of ehis contract is delayul or prcvrnted by any cause �rot wdhm the control of �he party whose
perfomwnce is intcrfered with, and which by the ezercise of reazonable diligence said party is unable to prevrnt.
17. ASSIGNMENT-DELEGATION. No right or intera� in this contrncl shall be assigned or delegation of any
obligation made by Seller without the wri�trn prnnission of Ihe Buyer. Any auompled assignment or delega�ion by
Seller shall be wholly void and to�ally inefTative for all purpose unlas made in confortnitywilh �his paragraph.
I8. WAIVC•R No claim or right arising out of a breach of �his comrsa can be d�scharged in whole or in part by a
waiver or renunciatan of the claim or right unless the waiver or renuncia�ion is supported by wnsideralion and is m
wri�ing signed by the aggrieved pany.
19. INTERPRETATION•PAROLE EVmENCE. Thi� wriling, plus any spedfiwtions for bids and pedormance
provided by Buyer in i�s advenixmenl (or bids, and any other documems provided by Sella as pan of his bld,
is intended by Ihe panies as a final expression of the'v agreement and intrnded also a5 a complete and ezclus�ve
sta�ement of the temu of the'v agreement. Whenever a �rnn defined by the Umfotm Commercial Code is used in �h�s
agrrem�ent, �he definition conlained in the Code is to wnhol.
20. APPLICABLE LAW. This agreement shall be govemed by �he Uniform Commercial Code. Wherever the tmn
"Uniform Commttcial Code" is used, i� shall be consuued as meaning Ihe Unifofm Commercial Code az adopted m
Ihe State o( Texas as effective and in force on the date of this ab�reemem.
2 L RIGHT TO ASSURANCE. Whenever one party lo this contraa in good faith has rcason lo qualion �he o�her
party's intmt to perfo`m he may demand ihat the other party give writlen azsurance of his intrnt to perform. In Ihe
evem tha� a demand is made and Iro assurance is given within five (5) days, lhe demanding parry may trwt tha
Failurc as an anticipatory repudia�ion of the comaa.
2?. INDEMNffICATION. Sella shall indemnify, keep and save harmlas the Buyer, its agenis, officials and
employees, against all injuries, dwlhs, loss, damages, clairns, patent claims, swts, I�abilitia, judgments, ws�s and
expensa, which may in anywise accrue againsl the Buyer in consequence of the granting of �his Contraa or which
may anywise rault �herefrom, whe�her ar not it shall be alleged or dqermined that Ihe act was caused �hrough
negligence or amission of the Seller or i�s employees, or of the subSeller or assignee or its employees, if any, and �he
Ssller shall, a� his own ezpense, appear, deknd and pay all charges of attomeys and all costs and other ezpenses
arising therefrom of i�urred in connation themvilh, ard, if any judgment shall be rendered against the Buyer in any
such aclion, �he Seller shall, al i1s own expenses, satisfy and discharge the same Seller exprasly unders�ands and
agrea that any bond requaed by Ihis wnlract, or olhenvise provided by Seller, shall in no way limit the
responsibility to indemnify, keep and save hannlas and de&nd �he Buyer az herein provided.
23. TQv1E. 1� is haeby expressly agreed and u�erslood �ha� time is of �he asence for the performance of this
comraa, and failurc by contraa to meet the time specifica�ions of Ihis agreement will cause Seller to be in default
of �his agreemmt.
24. MBE. 7'he City of Lubbock haeby notifies all bidders �hal in rcgard to any comract rntered into pursuant to
ihis requat, minori�y and women businas enterprisa will be aRorded equal opportunitia to submi� bids in r�sponse
to this invitalion and will not be discriminated against on the grounds of race, color, sex or nawral origin in
consideration for an award.
25. NON-ARBITRATION. The City rarna �he right to exacice any rigM or remedy to it by law, contracl, equiry, or
othmviu, induding withow limi�ation, the right to seek any and all forms of reheF in a wurt of competrnt
jurisdiclion. FuNha, Ihe Ci�y shall no� be su6ject lo any arbitration process prior lo exercising i�s unrestriaed
right to seek judicial remedy. The remedia stl fonh herein are cumulative and no� exclusive, and may be exacised
concurtemly To �he ex�ent ofanycon0ic� between this provision and anolher provision in, or rclatcd �o, �his documen�,.
this provision shall contml.
26. RIGHT TO AUDIT. At any lime during the tam of the contract, or �hercafler, the Ci�y, or a duly authoriud
audit reprarntative of the City or the State of Texas, at its expense and al reasonable times, r�sma lhe right lo
audit Contractors records and books relevant w all smices provided to the City under this Contract. In the went such
an audit bythe Ciry mwls any arors or overpayments by �he Ci�y, Contraaor shall rcfund Ihe City lhe PoII amount
of such overpayments �vi�hin �hiny (30) days of such audie findings, or the City, at its option, rarna �he right a
deduc� such amounts owing the City from any paymems due Contraaor.
27. The Contrnctor shall not assign or subld the contract, or any portion of �he wntract, withom written consem from
the D'vector of Purchazing and Contract Managemrnt.
28. Contracts with Compania Engaged in Businas with Iran, Sudan, or Foreign Tertorist Organization Prohibited.
Pursuant to SMion ?252.152 of Ihe Texat Govemmenl Code, pmhibits the Ci�y from entering into a conhact with a
vendor that a identified by The Compholler az a company k�wwn ro have contracts with or pmvide supplia or service
with Iran, Sudan or a foreign tertorit� organ¢alion
29. Texas Govemment Code. Sec�ion 2252.908 rcqu'va a business entiry rntering inro ceNain wmracts with a
govemmmtal emity or sta�e agmcy ro file with �he govemmental entity or slate agency a disclosure of imercs�ed parti�s
at the lime �he businas enlity submils Ihe signed contraM to the govemmental rntity or state agrncy. Inshuctions for
completing Form 1295 are available at: �{{y;i"www�-ci.lu6botk:ex,us-deoanmcnuT-
websites/deoartments/omchasme/vendor-mformanon
30. No Boycott of Israel. Pursuanl to Section 2?71.002 of �he Texaz Govemment Code, Rapondrnt cMifies lhat
eitha (i) it mee�s an ezemption criteria under Sec�ion ??71.002; or (ii) it doa no� hoycau Israel and will rwt boycott
Israel during the tertn of the wnnaa r�sulting from this wlicitation. Rapondrnt shall slate any Facts lhat make i�
exempt Gom �he boycotl cenifica�ion in its Responx.
31. No Boycott of Ene�y Companies. Pivsuam lo Section 2274 of �he Texaz Govemment Code, Respondent
certifies tha� ei�her (i) i� meels an exemplion cri�eria unda Section 2274.002; or (ii) it does not boycott Ene�y
Compania and will nol boycott Energy Compania during the Irnn of Ihe contract resulting from this solicitation.
Rapandent shall state any Facts �hat make it exemp� Gom �he boycou cmificaiion in its Raponte.
32. No Boycon of a Fircarm Emity or Fireartn Trade Assaciation. Pursuant to Section ?274 of the Teaaz
Govemmem Code, Respondrnl certifia �hat either (i) it meets an exemplion criteria under Section 2274.002; or (i�) �t
does not boycol� a Fueami Entity or Frzeartn Trade Association and will nol boycott a F'vearm Entiry or F'vearm
Trsde Assacia�ion during the �ertn of the contraa raul�ing from �his mlicitation. Rapondent shall state any facls Ihat
make it exempt from the boycott cenifiwtion in i�s Raponse.
33. Contracts wi�h Compania Engaged in Businas with Iran, Sudan, or Foreign Tertorist Organ"vation Prohibited
Pursuant to Soction 2252.152 of Ihe Texas Govemmrnt Code, prohibils lhe City from emering into a contrad with a
vendor that is identified by The Comptmller as a company known to have comracts with or provide supplia or
srnice with Iran, Sudan ar a forcign tertorisl organiution
34. TEXAS PUBLIC MFORMATION ACT. The rcquircments of Subchapler J, Chapter 552, Govemment Code,
may apply to this contrna and Ihe contractor or vendor agrces lhat the contraa can be trnninated if �he contractor or
vendor knowingly or intrntianally fails to wmply with a rcquircmrnt of tha� subchapter.
35. Pwsuant to Smion 552301(c} of the Texas Govemment Code, �he City of Lubbock has designated �he followmg
email addras Cor which public info�mation rcqua�s may be made by an emailed requese �+a�mv7ahhoc$,ys. Please
send this requa� lo ihis email address for it to be processed
REV. 3?42_'
�
�
TX-City of Lubbock
Izak Davis
P.O. BOX 2000
ATTN:ACCOUNTS PAYABLE
LUBBOCK, TX 79457
United States
Phone:8067752366
Fax:
Fsnaa: idavis(al�mylubbock.us
All Prioes are in US Dollar (USD)
Product
Pricing Proposal
� � Quotation #: 27224840
Created On: 2/27/2026
Valid Until: 5/27/2026
1 Nutanix Cloud Platform Pro Software Subscriptions + Services
Nutanix - Partti:
Contract Name: OMNIA Partners IT Solutions, Products & Servioes
Contract #: 2024056-02
Note: See SHI f�k 27279155 For Complete Details
Additional Comments
Client Solutions
Manager
Jonathan Gaudet
3828 Pecana Trail
Austln, TX 78749
Phone: (800) 870-6079 Option 2
Fax: 512-732-0232
Ema� Jonathan Gaudet(d�shi.00m
Qty You� Price Total
1 $2,078,213.13 $2,078,213.13
Total $2,078,213.13
Due to ongoing global component shortages affecting memory, storage, and other critical hardware, OEMs have
implemented updated policies allowing for price adjustments up until the time of shipment. Accordingly, quoted
prices and lead times are subject to change prior to shipment. We remain committed to keeping you informed of
any changes and will communicate promptly as updates occur.
Nutanix has a no returns policy.
The following EULA applies to all Nutanix items on this quote:
• Your use of the software is subject to the Nutanix customer agreement at
#�.�e:llwww,n utarsix.c��,mllapalieuia
1. By Issuing a purchase order or acknowledging thls quote, when applicable, Customer certifies that employees
at each of their locations edhere to all applicable export and re-export control laws and regulaUons covering the
distributed products purchased andlor received by the Customer.
2. By issuing a purchase order or acknowledging this quote, and when appUcable, Customer understands that the
commodities, software andlor technology ("Items") it purchases or �eceives under this quote may be subject to
export, re-export, or other restrictlons. Customer agrees to comply with all applicable laws and regulations
relating to the export and re-export of such Items obtained by Customer.
Thank you for choosing SHI-GS! The pricing offered on this quote proposal is valid through the expiration date set
above. To ensure the best level of service, please provide End User Name, Phone Number, Email Address and
applicable Contract Number when submitting a Purchase Order. SHI Govemment Solutions, Inc. is 100°� Minority
Owned, Woman Owned Business. TAX ID# 22�895478; DUNS# 14T24-3096
��
�
� P A R T N E R S
Information Technology Solutions, Products and Services
Executive Summary
Lead Agency: City of Mesa Solicitation: 2024056
RFP Issued: November 16, 2023 Pre-Proposal Date: November 30, 2023
Response Due Date: December 19, 2023 Proposals Received: 11
Awarded to: SHI International and CDW Government
The City of Mesa Department of Procurement issued RFP# 2024056 on November 16, 2023 to establish a
national cooperative contract for Information Technology Solutions, Products and Services.
The solicitation included cooperative purchasing language in Scope of Work, Section 6:
OMNIA PARTNERS CONTRACT REQU/REMENTS. The City of Mesa, as the Principal Procurement Agency, defined
in ATTACHMENT E, has partnered with OMN/A Partners, Public Sector ("OMNIA Partners"J to make the resultant
contract (also known as the "Master Agreement" in materials distributed by OMN/A PartnersJ from this solicitation
available to other public agencies nationally, including state and local governmental entities, public and privaie
primary, secondary and higher education entities, non-profit entities, and agencies for the public benefit ("Public
Agencies"J, through OMN/A Partners' cooperative purchasing program. The City of Mesa is acting as the
contracting agency for any other Public Agency that elects to utilize the resul[ing Master Agreement. Use of the
Master Agreement by any Public Agency is preceded by their registration with OMNIA Partners (a "Participating
Public Agency"J and by using the Master Agreement, any such Participating Public Aqency agrees that it is
regisiered with OMNIA Partners, whether pursuant to the Lerms of a Master Iniergovernmental Cooperative
Purchasing Agreemeni, a form of which is attached hereto on ATT,4CHMENT E, or as otherwise aqreed to.
ATTACHMENT E contains additional information about OMN/A Partners and the cooperative purchasing program.
Notice of the solicitation was sent to potential offerors, as well as advertised in the following:
• City of Mesa website
• OMNIA Partners website
• USA Today, nationwide
• Arizona Business Gazette, AZ
• San Bernardino County Sun, CA
• Honolulu Star-Advertiser, HI
• The Herald-News — Will County (IL)
• The Advocate — New Orleans, LA
• The New Jersey Herald, NJ
Version May 13, 2024
• Albany Times Union, NY
• Daily Journal of Commerce, OR
• The State, SC
• Deseret News, UT
• Richmond Times-Dispatch, VA
• Seattle Daily Journal of Commerce, WA
• Helena Independent Record, MT
• Las Vegas Review-Journal
• Kennebec Journal, ME
On December 19, 2023, proposals were received from the following offerors:
• Aspire HR
• Axelliant
• Carahsoft
• CDW Government
• Conquest Technology
• DiscountCell
• Free Alliance
• Quality Assurance
• SHllnternational
• World Wide Technology
• Zones
The proposals were evaluated by an evaluation committee. Using the evaluation criteria established in the RFP,
the committee elected to enter into negotiations with CDW Government LLC and SHI International and
proceeding with contract award(s) upon successful completion of negotiations.
Geographic Preferences: No geographic preferences were included in the evaluation of the responses.
The City of Mesa, OMNIA Partners and the following offerors successfully negotiated a contract: CDW
Government and SHI International. The City of Mesa executed the agreements, each with a contract effective
date of July 2, 2024.
Diversity Certifications: SHI is the largest minority woman owned business (MWBE) in the United States
The suppliers provided federal funds certifications which are available on the OMNIA Partners website for
review.
Term:
Initial four-year agreement from July 2, 2024 through July 1, 2028 with the option to renew for three (3)
additional two-year periods through July 1, 2034.
Pricing/Discount:
SHI pricing based on a discount off SHI Advertised Price list by category.
CDW-G pricing based on discount off CDW-G Nationally Advertised Pricing (NAP) for all products. The
percentages represent the minimum discounts for participating agencies.
Version May 13, 2024
NUTANiX - PAYMENT PLAN AGREEMENT (USA) 20250522
NUTANI�:
Page 1 of 2
PAYMENT PLAN AGREEMENT
AGREEMENT NUMBER NFS-02327-0001
Customer: Ciry of Lubbock
Customer Address: Citizens Tower, 1314 Avenue K
Lubbock, TX 79401
PPA Number: NFS-02327-0001
PPA Date: March 10, 2026
Product Description Product Price
Nutanix Product Solution: Pure Storage $2,078,213.13
Subtotal $2,078,213.13
Taxes Not Included
Total $2,078,213.13
Supplier: SHI International Corp.
Supplier Address: 290 Davidson Avenue
Somerset, New Jersey, 08873
Order Number: 27224840
Order Date: February 27, 2026
Payment Schedule
PaymentAmount Due Date
$250,000.00 06/01/2026
$457,053.29 10/01/2027
$457,053.28 10/01 /2028
$457,053.28 10/01 /2029
$457,053.28 10/01 /2030
Customer shall pay the Payment Amounts in accordance with the
payment schedule above to an account as specified by Nutanix or
Assi nee "S ecified Account" . All amounts are USD.
0. AGREEMENT: This Payment Plan Agreement ("PPA") is entered into by Customer listed above ("Customer") and Nutanix, Inc. d/b/a Nutanix Financial
Services ("Nutanix") for the acquisition of the Product from Supplier under the above-referenced "Order". Customer has requested, and Nutanix has
agreed that, subject to the terms hereof, Nutanix will satisfy Customer's obligation to pay the Product Price to Supplier. In consideration thereof, Customer
agrees to pay Nutanix the Payment Amounts set forth above on an installment basis. Customer agrees that the Product consists of all products and
services specified in the Order, together with software upgrades, and updates received from support related to the Product ("Product"). For the purposes
of this PPA, Customer certifies that the Product has been received by or provided to Customer and Customer irrevocably accepts the Product for all
purposes and hereby waives any right to reject the Product for any purpose or any reason. The Order is subject to (i) an agreement between Customer
and Supplier and/or (ii) an agreement between Customer and Nutanix, Inc. or its designee ("Licensor"), in each case governing 4he terms and conditions
of Customer's use of and rights with respect to the Product (collectively, the "Product Agreements"). Customer retains its right against Supplier and
Licensor (as applicable) under the Product Agreements to make any claims permitted thereunder. Except as provided under this PPA, such rights and
Customer's remedies against Supplier and Licensor (as applicable) under the ProductAgreements, including Supplier's and Licensor's warranty obligations
(if any), shall not be affected. The terms of the Product Agreements shall not apply to (and are hereby expressly excluded from) the terms of this PPA,
which terms exclusively govern the installment payment terms for the Product herein. The installment payment terms for the Product shall not be subject
to the Product Agreements or any other agreement or purchase order between Customer and Supplier or Licensor, and shall be governed solely by the
terms and conditions, representations and warranties contained in this PPA, which represents the entire agreement of the parties with respect to the
installment payment terms for the Product.
1. PAYMENT SCHEDULE: Customer agrees to pay the Payment Amounts and other amounts payable set forth herein in accordance with this PPA to the
Specified Account. If full payment of each Payment Amount and other amounts payable is not received on the applicable Due Date, Customer agrees to
pay a late charge equal to 10% of the amount then due or the maximum amount allowed by law. Customer agrees to pay when due, or upon demand
reimburse Nukanix for, all taxes, assessments, levies, imposts, duties and charges, of any kind or nature, imposed upon the Product or for its use or
operation or upon this Agreement. Unless stated otherwise in this PPA, Payment Amounts exclude Taxes. Any amounts payable under the Product
Agreements, which are not paid through this PPA, are payable by Customer pursuant to the Product Agreements. Customer's obligation to remit Payment
Amounts [and applicable Taxes] paid through this PPAto Nutanix in accordance with this PPA is absolute, unconditional, non-cancellable, and independent,
and shall not be subject to any credit memos, set-off, recoupment, claim or defense for any reason, including, but not limited to, any termination of or
dispute arising under the Product Agreements or any related agreements, or performance of the Product, or any claim(s) against Supplier, Licensor, or
Nutanix.
2. DEFAULT: Any of the following will constitute a"DefaulY' under this PPA: (a) Customer fails to pay when due any sums due under this PPA and such
failure continues for 10 days after written notice to Customer of such failure (such notice may consist of Nutanix's or Assignee's standard invoice or past
due invoice); (b) Customer pays any sums due under this PPA to an account other than the Specified Account and such failure continues for 10 days after
written notice to Customer of such failure; (c) Customer fails to perform any material obligation or breaches any representation in this PPA or Product
Agreements or has made a false statement or misrepresentation to Licensor, Nutanix or Assignee (as defined below) and such failure continues for 10
days after written notice to Customer of such failure; (d) Customer no longer has the right to use any part of the Product as a result of a material breach
of an agreement with Supplier, Licensor, and/or Nutanix or termination of Customer's right to use any part of the Product; (e) Customer has a material
adverse change in its financial condition, ceases business, or becomes insolvent or is subject to bankruptcy, reorganization or insolvency proceedings and
(� Customer is listed in any sanctions-related list maintained by the Office of Foreign Assets Control of the U.S. Department of Treasury, its successor, or
the U.S. Department of State.
3. REMEDIES: In the event of a Default that continues, Nutanix or its Assignee may: (i) require an amount equal to the sum of all amounts then due and
owing, and the unpaid remaining PaymentAmounts and other amounts specified in this PPA (discounted at a rate of 2% per annum) to become immediately
due and payable, and (ii) pursue any other rights or remedies legally available. Customer agrees that any Default hereunder shall be deemed a material
breach by Customer of the ProductAgreements entitling Licensor to immediately terminate the same, with or without notice to Customer. Upon termination
of the right to use a Product under the Product Agreements, Customer shall cease use and (if applicable) return the Product as directed by Licensor and
promptly deliver to Licensor a certificate of non-use signed by an authorized signatory. Customer agrees that if Customer does not pay under the PPA,
then pursuant to the Product Agreements, Supplier and/or Licensor (in its capacity as licensor and service provider) is not obliged to continue providing
access to the Product or services that are a part of the Product. If Nutanix or its Assignee takes any action related to claims under the PPA, Customer
shall pay, in addition to the amounts due above, all costs and expenses of such action including reasonable attorneys' fees. Failure or delay by Nutanix
or its Assignee to exercise any right or remedy will not operate as a waiver thereof, or of any breach, and all remedies are cumulative and not exclusive.
4. ASSIGNMENT BY NUTANIX: Customer consents to the sale or assignment of all or a portion of Nutanix's rights in this PPA or in the PaymentAmounts,
including the right to exercise remedies under this PPA, to third parties (any such assignee, "Assignee"). Assignee will not assume any of Supplier's and/or
Nutanix's rights or obligations under the Product Agreements. Customer shall pay all amounts due under the PPA and agrees that it shall not assert
NUTANIX - PAYMENT PLAN AGREEMENT (USA) 20250522 Page 2 of 2
against Assignee any claim, defense, or setoff that Customer may have against Supplier, Licensor, and/or Nutanix. Customer waives all rights to make
any claims against Assignee for any loss, damage of the Product or breach of any warranty, express or implied with respect to the Product, including the
Product and service performance, functionality, features, and warranties of inerchantability and fitness for a particular purpose, if any, or any indirect,
incidental or consequential damages or loss of business.
5. MISCELLANEOUS: Customer represents and warrants that (a) this PPA has been duly and validly authorized, executed and delivered by Customer,
(b) this PPA is in full force and effect with respect to Customer, (c) this PPA constitutes the valid and binding obligation of Customer, enforceable against
Customer in accordance with its terms (subject, however, to laws of general application affecting creditors' rights), (d) Customer is and shall be validly
existing and in good standing under the laws of the state of its organization and that it has the power and capacity to enter into this PPA, and (e) Customer
shall comply with all federal, state and local laws, regulations and rules applicable to Customer and relating to the ownership or operation of Customer's
business, the Products and/or its essential use. Customer agrees that it will not assert that any terms in the Product Agreements or related agreement
(including subsequent amendments or updated versions thereo� affect its payment obligation or Nutanix's rights under this PPA and Nutanix's or Licensor's
rights in the Product. Any assignment or transfer of Customer's obligations under this PPA shall require Nutanix's orAssignee's prior written consent. A
transfer shall be deemed to include a change in majority ownership of Customer. Until all sums due under this PPA have been paid, the Product remains
subject to this PPA. Customer agrees, with respect to this PPA, to promptly execute and deliver any ancillary documents (including acceptance certificates,
confirmation of delivery, proof of authorization, notices of assignment, and any agreement related to the Product and take further actions, such as
registrations and filings, as Nutanix orAssignee may reasonably request. Customer agrees to provide Nutanix orAssignee copies of its financial statements
or other financial information as Nutanix orAssignee may reasonably request. This PPA constitutes the entire agreement between Customer and Nutanix
regarding the subject matter herein, and is separate from, and will supersede any inconsistent terms set forth in, the Product Agreements, any supply
agreement, Customer purchase orders and all prior aral and written understandings. The terms of this PPA may be modified and supplemented only by a
written instrument signed by Customer and Nutanix or Assignee. If any provision of this PPA is invalid, such invalidity will not affect the enforceability of
the remaining terms of this PPA. Customer shall provide all notices, including bankruptcy or administrative notices, to Nu4anix orAssignee. There shall
be one original of this PPA and it shall be marked "Original" by Nutanix or Assignee. The parties agree that the Original of this PPA shall: 1) be a version
which bears all parties' wet-ink, facsimile or electronic signature; 2) constitute the sole original authoritative version of thig PPA and for purposes of
perfection under the Uniform Commercial Code to the extent legally applicable. This PPA will be governed by the laws of New York. The Customer
irrevocably consents to the exclusive jurisdiction of any state or federal court in the state of New York; provided, however nothing contained herein prohibits
Nutanix and itsAssignee from enforcing its rights in any otherjurisdiction. Nutanix reserves the right to void this PPA in its sole discre4ion prior to satisfying
Customer's obligation to pay the Product Price and shall have no liability to Customer or Assignee if: (i) Nutanix is not in receipt of a fully executed original
of this PPA and any related exhibit, addendum or supplement, within thirty (30) days of the date hereof, (ii) there occurs a material change in the financial
or operational performance of Customer or any guarantor or any event that would constitute a Default hereunder, (iii) Nutanix does not receive or obtain
requisite approvals with respect to any due diligence items related to Customer, (iv) Nutanix and any required third parties do not achieve satisfactory
completion of any regulatory compliance investigation or background review of Customer, any guarantors and their principal owners and key officers, or
receive other information regarding Customer, and guarantors, and 4heir affiliates, deemed necessary by Nutanix in its sole discretion, or (v) any event
occurs that would in Nutanix's reasonable opinion make it illegal or commercially impractical to enter into the transaction, including without limitation, the
comparable term swap rate increases by more than 15bps from the date hereof, disruption in financial markets, regulatory requirements or changes in
applicable law, including tax laws. THE PARTIES KNOWINGLYAND VOLUNTARILY TO THIS PPA IRREVOCABLY WAIVE ANY AND ALL RIGHT THEY
MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR CLAIM OF ANY NATURE RELATING TO THIS PPA OR ANY TRANSACTION
CONTEMPLATED BY THIS PPA. TIME IS OF THE ESSENCE WITH RESPECT TO THE OBLIGATIONS OF CUSTOMER UNDER THIS PPA.
ACCEPTED AND AGREED: By signing below, Customer and Nutanix certify that they have the authority to sign, have reviewed and do agree to all terms
and conditions of this PPA. THIS PPA HAS BEEN DULY AUTHORIZED AND DULY EXECUTED BY THE PARTIES HERETO AND SHALL BE LEGALLY
VALID AND BINDING UPON BOTH PARTIES AS OF THE PPA DATE SET FORTH ABOVE.
Custo r. City of L bbock
Customer B
Customer Name: Mark W. McBrayer
Customer Title: Mayor
Nutanix: Nutanix, Inc. d/b/a Nutanix Financial Services
Nutanix By:
Nutanix Name:
Nutanix Title:
INCUMBENCY: The authorized signer ("Authorized Signer") of this Incumbency certifies to Nutanix that the Authorized Signer is an officer, manager,
partner, member or other party with the power and authority to act on behalf of Customer and, in particular, with 4he power and authority to execute and
deliver this Incumbency. Customer has taken such actions including, without limitation, the adoption of resolutions and the execution of consents, as may
be necessary to authorize Customer to enter into and perform its obligations under this PPA and the ProductAgreements. The person signing for Customer
in the PPA has the official capacity with Customer as indicated opposite such person's name and is authorized and empowered to act on behalf of Customer
and to execute and deliver on behalf of Customer the PPA and any other instruments and documents on behalf of Customer as may be deemed necessary
or appropriate by such person to permit Customer to comply with and perform its obligations under the PPA. The signature opposite person's name above
is the genuine signature of such person.
INCUMBENCYACCEPTEDAND AGREED: By signing below, Authorized Signer certifles that they have the authority to sign, have reviewed and do agree
to all terms and conditions of this Incumbency. THIS INCUMBENCY HAS BEEN DULY AUTHORIZED AND DULY EXEGUTED BY THE AUTHORIZED
SIGNER HERETO AND SHALL BE LEGALLY VALID AND BINDING UPON CUSTOMER.
Customer: City of Lubbock
Authorized Signer � �.,
Authorized Signer Na : COut'tney PaZ
Authorized Signer Title: City Secretary
*'* Must be signed by an o�cer other than person above.
NUTANIX - PAYMENT PLAN AGREEMENT (USA) 20250522 Page 2 of 2
against Assignee any claim, defense, or setoff that Customer may have against Supplier, Licensor, and/or Nutanix. Customer waives all rights to make
any claims against Assignee for any loss, damage of the Product or breach of any warranty, express or implied with respect to the Product, including the
Product and service performance, functionality, features, and warranties of inerchantability and fitness for a particular purpose, if any, or any indirect,
incidental or consequential damages or loss of business.
5. MISCELLANEOUS: Customer represents and warrants that (a) this PPA has been duly and validly au4horized, executed and delivered by Customer,
(b) this PPA is in full force and effect with respect 4o Customer, (c) this PPA constitutes the valid and binding obligation of Customer, enforceable against
Customer in accordance with its terms (subject, however, to laws of general application affecting creditors' rights), (d) Customer is and shall be validly
existing and in good standing under the laws of the state of its organization and that it has the power and capacity to enter into this PPA, and (e) Customer
shall comply with all federal, state and local laws, regulations and rules applicable to Customer and relating to the ownership or operation of Customer's
business, the Products and/or its essential use. Customer agrees that it will not assert that any terms in the Product Agreements or related agreement
(including subsequent amendments or updated versions thereo� affect its payment obligation or Nutanix's rights under this PPA and Nutanix's or Licensor's
rights in the Product. Any assignment or transfer of Customer's obligations under this PPA shall require Nutanix's orAssignee's prior written consent. A
transfer shall be deemed to include a change in majority ownership of Customer. Until all sums due under this PPA have been paid, the Product remains
subject to this PPA. Customer agrees, with respect to this PPA, to promptly execute and deliver any ancillary documents (including acceptance certificates,
confirmation of delivery, proof of authorization, notices of assignment, and any agreement related to the Product and take further actions, such as
registrations and filings, as Nutanix orAssignee may reasonably request. Customer agrees to provide Nutanix orAssignee copies of its financial statements
or other financial information as Nutanix orAssignee may reasonably request. This PPA constitutes the entire agreement between Customer and Nutanix
regarding the subject matter herein, and is separate from, and will supersede any inconsistent terms set forth in, the Product Agreements, any supply
agreement, Customer purchase orders and all prior oral and written understandings. The terms of this PPA may be modified and supplemented only by a
written instrument signed by Customer and Nutanix or Assignee. If any provision of this PPA is invalid, such invalidity will not affect the enforceability of
the remaining terms of this PPA. Customer shall provide all notices, including bankruptcy or administrative notices, to Nutanix orAssignee. There shall
be one original of this PPA and it shall be marked "Original" by Nutanix or Assignee. The parties agree that the Original of this PPA shall: 1) be a version
which bears all parties' wet-ink, facsimile or electronic signature; 2) constitute the sole original authoritative version of this PPA and for purposes of
perfection under the Uniform Commercial Code to the extent legally applicable. This PPA will be governed by the laws of New York. The Customer
irrevocably consents to the exclusive jurisdiction of any state or federal court in the state of New York; provided, however nothing contained herein prohibits
Nutanix and its Assignee from enforcing its rights in any other jurisdiction. Nutanix reserves the right to void this PPA in its sole discretion prior to satisfying
Customer's obligation to pay the Product Price and shall have no liability to Customer orAssignee if: (i) Nutanix is not in receipt of a fully executed original
of this PPA and any related exhibit, addendum or supplement, within thirty (30) days of the date hereof, (ii) there occurs a material change in the financial
or operational performance of Customer or any guarantor or any event that would constitute a Default hereunder, (iii) Nutanix does not receive or obtain
requisite approvals with respect to any due diligence items related to Customer, (iv) Nutanix and any required third parties do not achieve satisfactory
completion of any regulatory compliance investigation or background review of Customer, any guarantors and their principal owners and key o�cers, or
receive other information regarding Customer, and guarantors, and their affiliates, deemed necessary by Nutanix in its sole discretion, or (v) any event
occurs that would in Nutanix's reasonable opinion make it illegal or commercially impractical to enter into the transaction, including without limitation, the
comparable term swap rate increases by more than 15bps from the date hereof, disruption in financial markets, regulatory requirements or changes in
applicable law, including tax laws. THE PARTIES KNOWINGLY AND VOLUNTARILY TO THIS PPA IRREVOCABLY WAIVE ANYAND ALL RIGHT THEY
MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR CLAIM OF ANY NATURE RELATING TO THIS PPA OR ANY TRANSACTION
CONTEMPLATED BY THIS PPA. TIME IS OF THE ESSENCE WITH RESPECT TO THE OBLIGATIONS OF CUSTOMER UNDER THIS PPA.
ACCEPTED AND AGREED: By signing below, Customer and Nutanix certify that they have the authority to sign, have reviewed and do agree to all terms
and conditions of this PPA. THIS PPA HAS BEEN DULY AUTHORIZED AND DULY EXECUTED BY THE PARTIES HERETO AND SHALL BE LEGALLY
VALID AND BINDING UPON BOTH PARTIES AS OF THE PPA DATE SET FORTH ABOVE.
Customer: City of Lubbock
Customer By: � �—
��
Customer Name: Mark W. McBrayer
Customer Title: Mayor
Nutanix: Nutanix, Inc. d/b/a Nutanix Financial Services
Nutanix By:
Nutanix Name�
Nutanix Title:
INCUMBENCY: The authorized signer ("Authorized Signer") of this Incumbency certifies to Nutanix that the Authorized Signer is an officer, manager,
partner, memher or other party with the power and authority to act on behalf of Customer and, in particular, with the power and authority to execute and
deliver this Incumbency. Customer has taken such actions including, without limitation, the adoption of resolutions and the execution of consents, as may
be necessary to authorize Customer to enter into and perform its obligations under this PPA and the ProductAgreements. The person signing for Customer
in the PPA has the official capacity with Customer as indicated opposite such person's name and is authorized and empowered to act on behalf of Customer
and to execute and deliver on behalf of Customer the PPA and any other instruments and documents on behalf of Customer as may be deemed necessary
or appropriate by such person to permit Customer to comply with and perform its obligations under the PPA. The signature opposite person's name above
is the genuine signature of such person.
INCUMBENCYACCEPTEDAND AGREED: By signing below, Authorized Signer certifies that they have the authority to sign, have reviewed and do agree
to all terms and conditions of this Incumbency. THIS INCUMBENCY HAS BEEN DULY AUTHORIZED AND DULY EXECUTED BY THE AUTHORIZED
SIGNER HERETOAND SHALL BE LEGALLY VALIDAND BINDING UPON CUSTOMER.
Customer: City of Lubbock
Authorized Signer By:/ / � �ov�
L�
Authorized Signer Name: COUCtIIey PaZ
Authorized Signer Title: City SeCrOtary
"• Must be signed by an officer other than person above.
NUTANIX - SLG ADDENDUM TO AGREEMENT (USA) 20250522 Page 1 of 1
NUTANI>� STATE AND LOCAL GOVERNMENT ADDENDUM TO PAYMENT PLAN AGREEMENT NUMBER NFS-02327-0001
Customer and Nutanix hereby agree to amend the terms and conditions of the above referenced Payment Plan Agreement (the "AgreemenY) as follows Capitalized terms in this Addendum
(the "Addendum") dated March 10, 2026 (the "Addendum Date") are defined as fn the Agreement, unless specifically stated othervuise.
1. LAW; VENUE: Notwithstanding anything in the Agreement to the contrary, the Agreement shall be governed by, construed and enforced in accordance with the laws of the state m which
Customer is located. Customer and Nutanix or its Assignee consent to jurisdiction and venue in the state In which the Customer is located.
2. PAYMENT AMOUNTS: In addition to all provisions outlined in the PAYMENT SCHEDULE section of the Agreement, Customer and Nutanix or its Assignee intend that the obligation of
Customer to pay Payment Amounts and other amounts due hereunder shall not in any way be construed to be a debt of Customer in contravention of any applicable constitutional or
statutory limitations or requirements concerning the creation of indebtedness by Customer, nor shall anything contained herein constitute a pledge of the general tax revenues, funds, or
monies of Customer.
3. INDEMNIFICATION: In addition to all INDEMNIFICATION provisions outlined in the Agreement, to the extent Customer is or may be obligated to indemnify, defend or hold Nutanix or its
Assignee harmless for certain events under the terms of the Agreement, any such indemnification obligation shall arise only to the extent permitted by applicable law and shall be limited
solely to sums lawfully appropriated for such purpose.
4. NON-APPROPRIATION: If sufficient funds are not appropriated to make Payment Amounts under the Agreement, the Agreement shall terminate and Customer shall not be obligated to
make Payment Amounts under the Agreement beyond the then current fiscal year for which funds have been appropriated. Upon such an event (a "Non-Appropriation Event"), Customer
shall, no later than the end of the fiscal period for which Payment Amounts have been appropriated, terminate use of the Product, return the Product to a location specified by Nutanix or
its Assignee at Customer's sole expense, in retail re-saleable condition, full working order, and complete repair (Customer is solely responsible for removmg any passwords, data,
information, tags, or marks that may reside in or on the Product), and deliver to Nutanix or its Assignee documentation executed by Customer's duly-authonzed officer certifying that
Customer has complied with the aforementioned requirements, has ceased Customer's use of the Product, and has not retained the Product in any form. If Customer fails to pertorm the
above requirements, the termination shall nevertheless be effective but Customer shall be responsible for the payment of damages in an amount equal to the portion of Payment Amounts
thereafter coming due that is attributable to the number of days after the termination during which the Customer fails to perform the above requirements and for any other loss suffered by
Nutanix or its Assignee as a result of Customer's failure to perform the above requirements as required Customer shall notify Nutanix or its Assignee in writi�g wlthin seven (7) days after
the failure of the Customer to appropriate funds su�cient for the payment of the Payment Amounts, bul failure to provide such notice shall not operate to extend or result in any liability to
Customer. Except to the extent required by applicable law, if Customer does not exercise Customer's right to terminaGon the Agreement under the Non-Appropriation section, as oi the end
of any fiscal year, the Agreement will be deemed automatically renewed for the next succeeding renewal term.
5. ASSIGNMENT: Notwithstanding anything in the Agreement to the contrary, Nutanix may sell, assign, or transfer this Agreement without notice to or consent from Customer, and Customer
waives any right Customer may have to such notice or consent.
6. SECURITY INTEREST: Nolwithstanding anything in the Agreement to the contrary, to the extent permltted by law, Customer grants Nutanix a security interest in the Product to secure
all amounts Customer owes Nutanix under this Agreement and any supplements hereto. Customer authonzes Nutanix to ratify Nutanix's filing of any financing statement(s).
7. REMEDIES: Nohvithstanding any other provision of the Agreement or this Addendum, in no event shall the remedies of Nutanix or its Assignee permit the acceleration of unpaid Payment
Amounts and other sums payable hereunder beyond the current fiscal year of Customer.
8. ATTORNEY FEES: Notwithstanding any provision of the Agreement or this Addendum, in the event of any dispute or enforcement of rights under this Agreement, Customer agrees to
pay, to the extent permitted by law and to the extent of legally available funds, Nutanix's reasonable attorneys' fees (including any incurred before or at trial, on appeal or in any other
proceeding), actual court costs and any other collection costs, including any collection agency fee.
9. REPRESENTATIONS AND WARRANTIES OF CUSTOMER: Customer hereby represents and warrants to Nutanix or its Assignee that: (A) Customer's exact legal name is as set forth
on the first page of the Agreement. Customer is a state, possession of the United States, the Districl of Columbia, or political subdivision thereof as defined in Section 103 of the Internal
Revenue Code of 1986, as amended (the "Code") and Treasury Regulations and Rulings related thereto, and if Customer is incorporated, it is duly organized and existing under the
Constitution and laws of its jurisdiction of incorporation and will do or cause to be done all things necessary to preserve and keep such organization and existence in full force and effect.
Customer shall comply at all times with all applicable requirements of the Code; (B) Cuslomer has been duly authorized by the Constitution and laws of the applicable jurisdiction and by a
resolution of its governing body (which resolution, if requested by Nutanix or its Assignee, is attached hereto), to execute and deliver the Agreement and Addendum and to carry out its
obligations hereunder and thereunder. All legal requirements have been met, and procedures have been followed, including public bidding, in order to ensure the enforceability of the
Agreement. If required by applicable law, the meeting(s) of the governing body of the Customer at which the Agreement was approved and authorized to be executed was duly called,
regularly convened and attended throughout by lhe requisite quorum of the members thereof, and the enactment approving the Agreement and authorizing the execution thereof has not
been altered or rescinded. All meetings required by applicable law of the governing body of Customer relating to the authorization and delivery of the Agreement has been: (i) held within
the geographic boundaries of the Customer; (ii) open to the public, allowing all people to attend; (iii) conducted in accordance with internal procedures of the governing body; and (iv)
conducted in accordance with the charter of the Customer, if any, and the laws of the applicable jurisdiction; (C) the Product will be used by Customer only for essential governmental or
proprietary functions of Customer consistent with the scope of Customer's authority and will not be used in a trade or business of any person or entity, by the federal government or for any
personal, family or household use. Customers need for the Product is not expected to diminish during the term of the Agreement and the acquisition of all of the Product under the
Agreement has been duly authorized by the governing body of Customer; (D) Customer has funds available and appropriated to pay the Payment Amounts until the end of its current
appropriation period and to meet its other obligations for the current budget year and such funds have not been expended for other purposes. Customer intends to request funds to make
Payment Amounts in each appropriation period, from now until the end of the term of the Agreement; (E) no event or condition that constitutes, or with the giving of notice or the lapse of
time or both would constitute, a Default or a Non-Appropriation Event exists at the date hereof with respect to the Agreement. As of the date hereof, no litigation is pending, or, to Customer's
knowledge, threatened, against Customer in any court (i) seeking to restrain or enjoin the delivery of the Agreement or of other agreements similar to the Agreement (ii) questioning the
authority of Customer to execute the Agreement, or the validily of the Agreement, or the payment of prinapal of or interest on the Agreement; (iii) questioning the constitutionality of any
statute, or the validity of any proceedings, authorizing the execution of the Agreement; or (iv) affecting the provisions made for the payment of or securiry for the Agreement.
10. ADDITIONAL PROVISIONS REQUIRED BY THE STATE OR LOCAL GOVERNMENT IN WHICH CUSTOMER IS LOCATED: [INTENTIONALLY OMITTED)
ACCEPTED AND AGREED: By signing below, Customer and Nutanix certify that they have the authoriry to sign, have reviewed and do agree to all terms and conditions of this Addendum
and that this Addendum is hereby made a part of, and incorporated into, the Agreement as though fully set forth therein. As modified or supplemented by the terms set forth herein, the
provisions of the Agreement shall remain in full force and effect, provided that, in the event of a conflict between any provision of ihis Amendment and any provision of the Agreement, the
provision of this Add ndum shall control. THIS ADDENDUM HAS BEEN DULY AUTHORIZED AND DULY EXECUTED BY THE PARTIES HERETO AND SHALL BE LEGALLY VALID
AND BINDING UPO BOTH PARTIES AS OF THE ADDENDUM DATE SET FORTH IN THIS ADDENDUM.
Customer: City of Lu bo
�
CustomerSignature: CustomerName: Mat'k W. MCBI'avel' CustomerTitle: Mayor
Nutanix: Nutanix, Inc. d/b/a Nutanix Financial Services
Nutanix Signature: Nutanix Name: Nutanix Title:
NUTANIX - SLG OPINION TO AGREEMENT (USA) 20250522 Y� ��
'4'+�`�eu hW9
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Lubbock
TEXAS
Office of the City Attorney
Page 1 of 1
STATE AND LOCAL GOVERNMENT OPINION TO PAYMENT PLAN AGREEMENT NUMBER NFS-02327-0001
Nutanix, Inc d/b/a Nutanix Financial Services
7740 Technology Orive
San Jose CA 95110
Ladies and Gentlemen:
We have acted as special counsel to Cily of Lubbock ("Customer'), with its principal place of business located at Citizens Tower, 1314 Avenue K. Lubbock. TX 79407, in connection with
the above referenced payment plan agreement between Customer and Nutanix. Inc d/b/a Nutanix Financial Services ("Nutanix"), with its principal place of business located at 1740
Technology Drive, San Jose CA 95110, and any amendment or addendum thereto. if any (together, the "Agreemenf') We have examined the law and such certified proceedings and other
papers as we deem necessary to render this opinion.
Based upon the foregoing we are of the opinion that, under existing lauv
1. Customer is a public body corporate and poli4ic, duly organized and existing under the Constitut4on and laws of its junsdiction of incorporation and has a substanlial amount of one or
more of the followmg sovereign powers: (a) the power to tax, (b) the power ot eminent domain and (c} the police power Customers exact legal name is as set forth on the first page oi the
Agreemem
2. Customer has all requisite power and authorfty to enter into the Agreement and to pertorm its obligations thereunder
3. All proceedings of Customer and its goveming body relating to ihe authorization and approval of the Agreement, the execution thereof and the transactions contemplated thereby have
been conducted in accordance with all applicable open meeting laws and all other applicable state and federel laws
4 The Agreement has been duly executed and delivered by Customer and constitute legal, valid and binding obligations of Customer, eniorceable against Customer in accordance with
the terms thereof, except msofar as the enforcement thereof may be limited 6y any applicable bankruptcy insolvency, moratonum, reorganization or other laws of equitable principles of
general applicatlon or of application to municipalities or political subdivislons such as the Customer affecting remedies or creddors' nghts generally, and to the exercise of judipal dlscretion
in appropnate cases
5. The execution of the Agreement and the appropriation of moneys to pay the Payment Amounts coming due thereunder do not result in the violation of any constitutional. stalutory or
other limitation relating to the manner, form or amount of indebtedness which may be incurred by Customer
6. As of the date hereof, based on such inquiry and investigation as we have deemed sufficient, no litigation is pending, (or, to our knowledge, threatened) against Customer In any court
(a) seeking to restrain or en�oin the delivery of the Agreemenl, (b) questioning the authority of Customer to execute the Agreement, or the validity of lhe Agreement, or the payment of
principal of or interest on the Agreement, (c) questioning the constitutionality of any statute, or the validiry of any proceedings. authorizing the execution of the Agreement or (d) affecting
the provisions made for the payment of or security for the Agreement
This opinion may be relied upon by Nulanix. its successors and asslgns. and any other legal counsel who provides an opmion with respect to the Agreement
Very trul�
Counsel
Counsel
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P O Box 2000 • 1314 Avenue K, 10'h Fioor • Lubbock, TX 79457 • 806-775-2222 • Facsimile 806-775-3307