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HomeMy WebLinkAboutResolution - 2001-R0311 - Agreement Wtih MSLI, GP For Software License - 08/30/2001Resolution No. 2001-80311 August 30, 2001 Item No. 22 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK THAT the Mayor of the City of Lubbock BE and is hereby authorized and directed to execute for and on behalf of the City of Lubbock, an Agreement between the City of Lubbock and MSLI, GP (Microsoft Licensing Incorporated, General Partners) for a Software License, and related documents. Said Agreement 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 this 30th day of August , 2001. rwA�g I �Aqro MAX.00,90" t 'WN, MAYOR ATTEST: Rebecca Garza City Secretary APPROVED AS TO CONTENT: c Sharlett Chowning Managing Director of Information Technology APPROVED AS TO FORM: William de Haas Contract Manager/Attorney Dh/Ccdocs/MSL1,GP.SoftwareLicense .res August 20, 2001 Resolution NO. 2001-RO311 For Microsoft Internal Use Purposes Enrollment Number Reseller Must Complete the Following Customer Purchase Order Number Enterprise Agreement Number t NOT FOR USE WITH THE MICROSOFT B USINESS AGREEMENT MICROSOFT STATE AND LOCAL GOVERNMENT ENTERPRISE ENROLLMENT This MICROSOFT STATE AND LOCAL GOVERNMENT ENTERPRISE ENROLLMENT is entered into between you (the enrolled affiliate signing below) and us (the Microsoft affiliate signing below) as of the effective date identified below. If different from the main contact information, any notices must be addressed to the contact and locations outlined in the notices section below. We will notify you in writing if our address information changes. You must notify us in writing if your address changes. Customer Name Name and address of contracting Microsoft affiliate City of Lubbock, Texas MSLI, GP Street Address and/or post office box Street Address and/or post office box 6100 Neil Road 916 Texas Avenue Suite 210 City and State / Province City and State / Province Lubbock, Texas Reno, NV Country and Postal Code Country and Postal Code USA 79401 USA 89511-1137 Contact Name Mark Yearwood Phone Number Phone Number 806-775-3933 Z39;;!g- 775-823-5600 Fax Number Fax Number 806-775-3033 775-826-7287 Email Address Email Address Vol � , Selquest@ microsoft.com For tIfe Attention of.-' For the Attention of Dept. 551, Volume Licensing Customer Notices Information (if different from above) ___ The enrollment and attached documents should be sent to the above address for approval and processing. Customer Name All NOTICES should have Copy To: Microsoft Corporation, Law and Corporate Affairs Street Address and/or post office box One Microsoft Way City and State / Province Redmond, WA Country and Postal Code USA 98052 Contact Name Phone Number Fax Number 425-936-7329 Email Address Microsoft.com For the Attention of For the Attention of Volume Licensing Attorney Term. This enrollment will expire 36 full calendar months from the effective date indicated below unless terminated earlier as provided in the State and Local Government Enterprise Agreement or extended as set out in the next sentence. You may elect to extend the term of this Microsoft State and Local Government Enterprise Enrollment Cover Page Page I of 14 (MSLI) v5.0 (North American) April 3, 2000 enrollment for an additional 12 full calendar months. To do so, you must submit an order for the extension period to your reseller within 15 days following the term, covering the enterprise products, the additional products, and any additional qualified desktops added prior to the end of the term (including any qualified desktops for which you are required to submit an order as part of your third anniversary true up). The reference price for the extension of each enterprise product will be equal to the total enterprise product price divided by 3, divided by the initial number of qualified desktops, multiplied by the total number of qualified desktops licensed as of the end of the term (including any qualified desktops for which you are required to submit an order as part of your third anniversary true up). We are not able to provide additional product reference pricing for the extension term. Please contact your reseller for your price and payment terms for the enterprise products and additional products for the extension term. Terms used in this enrollment shall have the meanings assigned to them in the State and Local Government Enterprise Agreement identified above. By signing this enrollment, you represent and warrant that: a. You have read and understood the State and Local Government Enterprise Agreement identified above, including any addenda and amendments to that agreement (specifically including but not limited to the current version of the product use rights), and agree to be bound by those terms. b. You are either the entity which signed the State and Local Government Enterprise Agreement or its affiliate. c. You have 500 or more qualified desktops. This enrollment consists of (1) this cover page, (2) the Shipping Information Form, (3) the Enterprise Order Form, (4) the Enterprise Update Statement, (5) the Reseller Information Form, and (6) the Product List, and by signing below, you agree that you are bound by the terms of the State and Local Government Enterprise Agreement identified above and the product use rights applicable to products ordered under this enrollment. By signing below, you represent that the information that you provide on each of the attached forms is accurate. Name of Customer (Entity Name): Texas Name of contracting Microsoft affiliate: GP (Signature) Y ( _. Name: Windy Sitton Beverly Ellis (Printed) Contract Administrator Mayor _ Title: May� Title: (Printed) (Printed) Date: R/"fin/20(11 Effective Date: U) ATTEST: Rebecca Garza City Secretary APPROVED AS TO FORM: dL off William de Haas Contract Manager/Attorney APPROVED AS TO CONTENT: Sharlett Chowning Managing Director of Information Technology Microsoft State and Local Government Enterprise Enrollment Cover Page Page 2 of 14 (MSLI) v5.0 (North American) April 3, 2000 Shipping Information Form License confirmations and CD-ROM subscriptions will be shipped to the following address. If the CD-ROM shipping address differs from the license confirmation shipping address, please complete the Initial Fulfillment Kit/CD-ROM Shipment Contact address section on the following page. License Confirmation Ship -to Information (If different from address on the cover page) Customer Name Customer Contact Email Address Street Address Customer Contact Language (If different than language of this enrollment) City and State / Province and Postal Code Country Contact Name Microsoft Account Manager Name Phone Number Microsoft Office Location Fax Number Microsoft Contact Email Address (f applicable) Microsoft State and Local Government Enterprise Enrollment Shipping Information Form Page 3 q(14 (MSLI) v5.0 (North American) April 3, 2000 Shipping. Information Form Microsoft will automatically ship one CD-ROM kit, and periodic additional CD-ROMs containing updates, for each pool and language designated in the table below. Please mark each box with an "X" for the language(s) you wish to have shipped for each of the enterprise and additional products for which you have chosen under this enrollment. If you would like to receive additional shipments of CD-ROM kits, you may order them through your reseller for a fee. Language Application Pool System Pool Server Pool Arabic Basque Brazilian Portuguese Catalan Chinese -Simplified Chinese -Traditional Czech Danish Dutch East European English Finnish French French Canadian German Greek Hebrew Hungarian International English _ Italian Japanese Korean Norwegian - Polish Portuguese Russian Spanish Swedish Thai Turkish Initial Fulfillment Kit / CD-ROM Shipment Contact (If different from License Confirmation contact) Customer Name Contact Name Street Address Phone Number City and State / Province and Postal Code Fax Number Country Email Address Microsoft State and Local Government Enterprise Enrollment Shipping Information Form Page 4 of 14 (MSLI) v5.0 (North American) April 3, 2000 Enterprise Order Form 1. Definition of the Enterprise Section 1: Your enterprise must consist of entire agencies, departments, or jurisdictions, not partial agencies, departments or jurisdictions. Each affiliate must be entirely "in" or entirely "out". Note: when we refer to Enterprise Enrollment, we mean either an Enterprise Enrollment or an Enterprise Select Agreement. Please check only one of the applicable boxes in Section 1 below. Note: all affiliates acquired after the effective date of this enrollment that are not party to an Enterprise Enrollment of their own will automatically be included unless you fill in Section 2 below. (i) I } You and all affiliates. (ii) [ X ] You and thefollowing affiliates will be participating: 1. Only the City of Lubbock, and not other affiliates, will participate under this Enrollment 2. 3. 4. 5. 6. (NOTE: If more than 6 affiliates are being included, attach list of names on separate piece of paper.) (iii) [ } You and all affiliates, except thefollowing a tliates, will be participating: L 2. 3. 4. i 5. 6 (NOTE: If more than 6 affiliates are being excluded, attach list of names on separate piece of paper.) Section 2: Unless you check the box below, all affiliates acquired after the effective date of this enrollment that are not party to an Enterprise Enrollment of their own will automatically be included. [ ] Exclude all affiliates acquired after the effective date of this enrollment that are not party to an Enterprise Enrollment of their own. 2. Designated Languages You will use the enterprise and additional products in the language category specified below. Please mark one box below with an "X" for the language category of your choice. "Listed languages" means any of the following localized language versions: Chinese Simplified, Chinese Traditional, Czech, English, Greek, Hebrew, Hungarian, Korean, French Canadian, Japanese, Polish, Portuguese (Brazil), Russian, Turkish, Thai and if this enrollment is signed in Latin America, then Spanish. "All languages" means (i) all of the languages in the listed languages category above, and (ii) all of the restricted languages below. "Restricted languages" means Danish, Dutch, Finnish, French, German, Italian, Norwegian, Portuguese (Portugal), Spanish, Swedish, Arabic and, if the enrollment is signed in Austria, Belgium, Denmark, France, Finland, Germany, Ireland, Italy, Luxembourg, Netherlands, Norway, Portugal, United Kingdom, Switzerland, Sweden, or Spain, then English becomes a restricted language. X Listed Languages All Languages Note: By electing the listed language category you may use a maximum of 10% of the copies of any product in the restricted languages. Microsoft State and Local Government Enterprise Enrollment Enterprise Order Form Page 5 of 14 (MSL 1) v5.0 (North American) April 3, 2000 Enterprise Order Form 3. Language Allocation You estimate in good faith that you will use the enterprise and additional products in the languages and percentages specified below (if more space is needed, please attach on a separate sheet): Laneuase Versions Percentaees % 4. Enterprise Product Licenses The prices stated below are for your reference only. Your price and payment terms for all products ordered will be determined by agreement with your chosen reseller. a. Initial Order for Enterprise products (To be completed by Microsoft or reseller) The price of the enterprise licenses will be billed to your reseller in annual installments. The first installment will be invoiced upon submission of the order; the remaining installments will be invoiced at each anniversary of the effective date of this enrollment. Qualified Desktops: You represent that the total number of qualified desktops in your enterprise is, or will be increased to this number, during this enrollment. (This number must be 1,024 equal to at least 500 desktops.) You must choose the Enterprise Desktop Professional Platform or at least one of the individual enterprise products by checking the boxes below. (You may choose more than one of the individual enterprise products.) This choice must be made before selecting any of the additional products listed in section 5a below. Currency (a) (b) = (a) * number of (c) = (b) 'k 3 year term qualified desktops above Enterprise Product Annual enterprise product per desktop Annual enterprise product price price Total enterprise product price Enterprise Desktop $301.00 $308,224.00 $924,672.00 Professional Platform Includes: Microsoft Office Professional, Microsoft BackOffice Client Access License, and Microsoft Windows Desktop Operating System Upgrade Office Professional BackOffice Client Access License Windows Desktop Operating System Upgrade $308,224.00 Microsoft State and Local Government Enterprise Enrollment Enterprise Order Form Page 6 of 14 (MSL 1) v5.0 (North American) April 3, 2000 Enterprise Order Form Note: Because all operating system licenses provided under this program will be upgrade licenses, you agree that all new or replacement qualified desktops acquired during the term of this enrollment on which you will run the Windows operating system will be licensed either for Windows 9.x or Windows 2000 Professional, or their successor products, from the desktop's Original Equipment Manufacturer. The enterprise products are: •Windows Desktop Operating System Upgrade; *Microsoft Office Professional (the current version of which consists of the following components: Microsoft Word, Microsoft Excel, Microsoft PowerPoint, Microsoft Outlook, Microsoft Publisher and Microsoft Access); *Microsoft BackOffice Client Access License (the current version of which consists of Client Access Licenses for the following components: Windows NT Server, SQL Server, Microsoft Exchange Server, Systems Management Server, Site Server and SNA Server) b. Enterprise True -up Orders for Enterprise products (To be completed by Microsoft or reseller) The price of the enterprise license for any true -up order will be billed to your reseller upon submission of your order. True -up orders must be submitted within 15 days following the anniversary of the effective date and expiration or termination of this enrollment. Please complete the table below for the enterprise products selected in section 4(a) above. Currency Enterprise Product Year one per desktop Year two per desktop Per desktop price for subsequent price price years — Enterprise Desktop $753.00 $602.00 $452.00 j Professionai Platform I Includes: Microsoft Office Professional, Microsoft BackOffice Client Access License, and Microsoft Windows Je'sktop Operating System Upgrade Office Professional BackOffice Client Access License Windows Desktop Operating System Upgrade Note: Because all operating system licenses provided under this program will be upgrade licenses, you agree that all new or replacement qualified desktops acquired during the term of this enrollment on which you will run the Windows operating system will be licensed either for Windows 9.x or Windows 2000 Professional, or their successor products, from the desktop's Original Equipment Manufacturer. c. Subsequent orders for Enterprise Products The price of the enterprise licenses for any subsequent enterprise product order placed prior to the first anniversary will be billed to your reseller in annual installments. The first installment will be invoiced upon submission of the order; the remaining installments will be invoiced at each anniversary of the effective date of this enrollment. The price of the enterprise licenses for any subsequent enterprise product order placed after the first anniversary will be billed to your reseller upon submission of your order. Microsoft State and Local Government Enterprise Enrollment Enterprise Order Form Page 7 of 14 (MSLI) v5.0 (North American) April 3, 2000 Enterprise Order Form 5. Additional Product Licenses (To be completed by Microsoft or reseller) The prices stated below are for your reference only. Your price and payment terms for all products ordered will be determined by agreement with your chosen reseller. The price of the additional product licenses for the initial order in section 5(a) below and any additional product licenses ordered prior to the first anniversary of the effective date will be billed to your reseller in annual installments. The first installment will be invoiced upon submission of the order; the remaining installments will be invoiced at each anniversary of the effective date of this enrollment. Subsequent orders of additional products placed after year 1 will be invoiced in total upon submission of the order. a. Initial Order for Additional products (To be completed by Microsoft or reseller) You may choose to license additional products by entering the names and quantities for the products of your choice in the table below. For a list of the available additional products, contact your reseller. You may choose more than one additional product. Please enter the appropriate quantity of licenses for each additional product you choose to license. If you choose to license more than 10 additional products, attach a list of names and quantities for the remaining products on a separate piece of paper. Currency Additional Products (a) Quantity (b) Annual additional product per license price (c) = (a) * (b) Annual additional product price (d) = (c) * 3 year term Total additional product price Microsoft State and Local Government Enterprise Enrollment Enterprise Order Form Page 8 of 14 (MSLI) v5.0 (North American) April 3, 2000 Enterprise Order Form 6. Initial Product Order Total for the enterprise and additional products chosen in 4a and 5a above (To be completed by Microsoft or reseller) Microsoft State and Local Government Enterprise Enrollment Enterprise Order Form Page 9 of 74 (MSLI) v5.0 (North American) April 3, 2000 Enterprise Order Form Currency Annual enterprise and additional product price 1 Initial Enterprise $ 308,224.00 Product Order Total from 4a 2 Initial Additional N/A Product Order Total from 5a 3 Grand Total 3=1+2 $ 308,224.00 Microsoft State and Local Government Enterprise Enrollment Enterprise Order Form Page 10 of 14 (MSLI) v5.0 (North American) April 3, 2000 Enterprise Update Statement ENTERPRISE AGREEMENT NUMBER ENROLLMENT NUMBER COMPANY NAME ENROLLMENT ANNIVERSARY DATE An Enterprise Update Statement must be submitted ONLY if the number of qualified desktops for the enterprise products has not increased as of any of the anniversary dates of your State and Local Government Enterprise Enrollment. If there has been an increase in the number of qualified desktops for the enterprise products, please submit an order to your reseller. I agree that there has been no increase in the number of qualified desktops for the enterprise products in my enterprise. Statement completed by: Name of Customer Authorized signature Contact Name (please print) Title Date Submit an original to: Your reseller Microsoft State and Local Government Enterprise Enrollment Enterprise Update Statement Page 11 of 14 (MSL I) v5.0 (North American) April 3, 2000 Reseller Information Form (Reseller should complete the following sections.) 1. General information Reseller Readauarter information Reseller Company Name Headquarters Street Address and/or post office box City and State / Province and Postal Code Country Contact Name Phone Number Fax Number Email Address 2. Billing information for enterprise and additional product coverage (To be filled in for customers with 500-4,999 desktops ONLY. A Channel Price Sheet will be supplied by Microsoft for customers with 5,000 and greater desktops.) a) Direct Partner purchase order number: —� i b) Part number and price information for enterprise and additional product license coverage: Insert in the table below the Microsoft part number and price information to be billed for the enterprise product desktops and additional product quantities entered in Parts 4a and 5a of the Enterprise Order Form and by language selected in Part 2 of the Enterprise Order Form. c) Price list month (the month of the price list the prices listed below are from): /NnTF• Tho ------:.... Currency Microsoft Part Number Product Language Offering Price Level Purchase Unit Usage Country Quantity Microsoft State and Local Government Enterprise Enrollment Reseller Information Form Page 12 of 14 (MSLI) v5.0 (North American) April 3, 2000 Reseller Information Form Currency Microsoft Part Number Product Offering Price Purchase Usage Country Quantity Language Level Unit Microsoft State and Local Government Enterprise Enrollment Reseller Information Form Page 13 of 14 (MSL I) v5.0 (North American) April 3, 2000 Reseller Information Form Please note: Billing currencies are limited to the currencies Microsoft accepts in a given country. Microsoft accepted billing currencies are stated, by country of enrollment, in the table below. The currency selected for this enrollment will apply for the entire term of this enrollment including the extensions. Currency Accepted in Country US Dollars United States, Latin America, Asia (except Japan, Korea, and Taiwan), Greece, Eastern Europe, Middle East, Africa Canadian Dollars Canada Australian Dollars Australia New Zealand Dollars New Zealand EURO Austria, Belgium, Denmark, Finland, France, Germany, Ireland, Italy, Luxembourg, Netherlands, Norway, Portugal, Spain, Switzerland, Sweden, and United Kingdom Danish Krone Denmark Japanese Yen Japan Korean Won Korea Norwegian Krone Norway Pound Sterling United Kingdom Swiss Franc Switzerland Swedish Krona Sweden Taiwan Dollar Taiwan The above price levels for the initial order will be extended to reseller for the term of this enrollment. The price of the enterprise licenses and additional product licenses will be billed in annual installments. The first installment will be invoiced upon submission of the order; the remaining installments will be invoiced at each anniversary of the effective date of this: enrollment. Signature acknowledges that the above price level and country of usage information has been reviewed and agreed to by the reseller, subject to the terms and conditions of its agreement with the licensing Microsoft affiliate. . Reseller by signing below, acknowledges that it has read this enrollment (including any amendments to it), and reseller acknowledges that -pursuant to the terms of this enrollment, the enrolled affiliate may have rights to terminate this enrollment under certain circumstances; or reduce the number of qualified desktops covered in ways that may reduce the total enterprise and additional product price. The undersigned confirms that the reseller information is correct. Name of Reseller: B: Name: (Signature) Title: (Printed) Date: (Printed) Microsoft State and Local Government Enterprise Enrollment Reseller Information Form Page 14 of] 4 (MSL 1) v5.0 (North American) April 3, 2000 1 T Y O G op �� 11 TO: City of Lubbock P U R C H A S E 0 R D E R SHI-GOVERNMENT SOLUTIONS 1250 CAPITAL OF TEXAS HWY S, II -300 AUSTIN TX 78746 Resolution No. 2001—RO311 Page 1 Date - 9/14/01 Order No. - 210456-000 OP Brn/Plt 3511 SHIP T0: CITY OF LUBBOCK MUNICIPAL SQUARE BUILDING C/O JUANITA FLORES, ROOM 104 916 TEXAS AVENUE LUBBOCK TX 79401 Ordered 09/14/01 Freight FOB Destination Frt Prepaid Requested - 09/14/01 Placed By - RANDY WOOD Special Ins DARRON GROSS REQ#20402 JFLORES 5123292982 RES#2001 R0311 Description / Supplier Item Ordered MS EA COMP LIC OFF/WIN YR1 1024.000 3410:8284 MS ENTERPRISE LIC UM Unit Cost UM Extension Req. Dt ----------------- EA 99.0000 -- ----------------- EA 101,376.00 -------- 09/14/01 This purchase order encumbers funds in the amount of $101,376.00 for an agreement awarded to Microsoft Licensing Incorporated of Reno, NV on August 30, 2001 and SHI-Government Solutions as the Reseller under said agreement. The following are incorporated into and made part of this purchase order by reference: quote submitted by your firm on June 26, 2001; and Agreement number 313-001A between the State of Texas, acting by and through the Departmen of Information R sources, and Softwarehouse International. CITY F BOC ATTEST: Q -'0 up-�� Windy Sitton, Mayorl Rebecca Garza, City Secretary APPROV�E,/ /AS TO FORM: William J �- William de Haas, Contract Manager/Attorney Total Order ------------------------------------------------------------------------------------- Terms NET 30 101,376.00 TERMS AND CONDITIONS IMPORTANT: READ CAREFULLY STANDARD TERMS AND CONDITIONS CITY OF LUBBOCK, TEXAS Seller and Buyer agree as follows: 1. SELLER TO PACKAGE GOODS. Seller will package goods in accordance with good commercial practice. Each shipping container shall be clearly and permanently marked as follows (a) Seller's name and address, (b) Consignee's name, address and purchase order or purchase release number and the supply agreement number if applicable, (c) Container number and total number of containers, e.g. box 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 tendert bf delivery ofA.9ods ipust fully comply with all provisions of this contract as'to time ofldcliyery�quality a4d toe lilFe. If a tender is made which does not fully conform, this shall constitute a breach and`Seller slim -It not have the right to substitute a conforming tender, provided, where the time for performance has not yet expired, the Seller may reasonably notify Buyer of his intention to cure and may then make a conforming tender within the contract time but not afterward. 5. INVOICES & PAYMENTS. a. Seller shall submit separate invoices, in duplicate, one each purchase order or purchase release after each delivery. Invoices shall indicate the purchase order or purchase release number and the supply agreement number if applicable. Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of the bill of lading, and the firight w ,:.iii 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 ofany 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 ofany 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. S. WARRANTY -PRICE. a. The price to be paid by the Buyer shall be that contained in Seller's bid which Seller warrants to be no higher than Seller's current process on orders by others for products of the kind and specification covered by this agreement for similar quantities under similar of like conditions and methods of purchase. In the event Seller breaches this warranty, the prices of the items shall be reduced to the Seller's current prices on orders by others, or in the alternative. Buyer may cancel this contract without liability to Seller for breach or Seller's actual expense. b. The Seller warrants that no person or selling agency has been employed or retained to solicit or secure this contract upon an agreement or understanding for commission, percentage, brokerage, or contingent fee excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Seller for the purpose of securing business. For breach of vitiation of this warranty the Buyer shall have the right in addition to any other right of rights to cancel this contract without liability and to deduct from the contract price, or Otherwise recover without liability and to deduct from the contract price, or otherwise recover the full amount of such commission, percentage, brokerage or contingent fee. 9. WARRANTY -PRODUCT. Seller shall not limit or exclude any implied warranties and any attempt to do ra shall render this contract voidable at the option of the Buyer. Seller warrants that the goods furnished will conform to the specification, drawings, and descriptions listed in the bid invitation, and to the sample(s) furnished by the Seller, if any. In the event of a conflict or between the specifications, drawings, and descriptions, the specifications shall govern. Notwithstanding any provisions contained in the contractual agreement, the Seller represents and warrants fault -free performance and fault -free result in the processing date and date related data (including, but not limited to calculating, comparing and sequencing) of all hardware, software and firmware products delivered and services provided under this Contract, individually or in combination, as the case may be from the effective date of this Contract. Also, the Seller warrants the year2000 calculations will be recognized and accommodated and will not, in any way, result in hardware, software or firmware failure. The City of Lubbock, at its sok option, may require the Seller, at any time, to demonstrate the procedures it intends to follow in order to comply with all the obligations contained herein. The obligations contained herein apply to products and services provided by the Seller, its sub -Seller or any third parry 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 dis;laimer 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 CTURCHITERMCONDMOC 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 ofany third person byway of infringement of the like. Buyer makes no warranty that the production of goods according to the specification will not give rise to such a claim, and in no event shall Buyer be liable to Seller for indemnification in the event that Seller is sued on the grounds of infringement of the like. If Seller is of the opinion that an infringement or the like will result, he will notify the Buyer to this effect in writing within two weeks after the signing of this agreement. If Buyer does not receive notice and is subsequently held liable for the infringement or the like, Seller will save Buyer harmless. If Seller in good faith ascertains the production of the goods in accordance with the specifications will result in infringement or the like, the contract shalt be null and void. 12. RIGHT OF INSPECTION. Buyer shall have the right to inspect the goods at delivery before accepting them. 13. CANCELLATION. Buyer shall have the right to cancel for default all or any part of the undelivered portion of this order if Seller breaches any of the terms hereof including warranties of Seller or if the Seller becomes insolvent or commits acts of bankruptcy. Such right of cancellation is in addition to and not in lieu ofany other remedies which Buyer may have in law or equity. 14. TERMINATION. The performance of work under this order may be terminated in whole, or in part by the Buyer in accordance with this provision. Termination of work hereunder shall be effected by the delivery of the Seller of a "Notice of Termination" specifying the extent to which performance of work under the order is terminated and the date upon which such termination becomes effective. Such right or termination is in addition to and not in lieu of the rights of Buyer set forth in Clause 13, herein. 15. FORCE MAJEURE. Neither party shall be held responsible for losses, resulting if the fulfillment ofany 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 tunable to prevent. 16. ASSIGNMENT -DELEGATION. No right or interest in this contract shall be assigned or delegation of any obligation made by Seller without the written permission of the Buyer. Any attempted assignment or delegation by Seller shall be wholly void and totally ineffective for all purpose unless made in conformity with this paragraph. 17. WAIVER. No claim or right arising out of a breach of this contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. 18. INTERPRETATION -PAROLE EVIDENCE. This writing, plus any specifications for bids and performance provided by Buyer in its advertisement for bids, and any other documents provided by Seller as part of his bid, is intended by the parties as a final expression of their agreement and intended also as a complete and 'exclusive statement of the terms of their agreement. Whenever a term defined by the Uniform Commercial Code is used in this agreement, the definition contained in the Code is to control. 19. APPLICABLE LAW. This agreement shall be governed by the Uniform Commercial Code. Where ever the term "Uniform Commercial Code" is used, it shall be construed as meaning the Uniform Commercial Code as adopted in the State of Texas as effective and in force on the date of this agreement. 20. RIGHT TO ASSURANCE. Whenever one party to this contract in good faith has reason to question the other party's intent to perform he may demand that the other party give written assurance of his intent to perform. In the event that a demand its made and no assurance is given within five (5) days, the demanding party may treat this failure as an anticipatory repudiation of the contract. 21. INDEMNIFICATION. Seller shall indemnify, keep and save harmless the Buyer, its agents, officials and employees, against all injuries, deaths, loss, damages, claims, patent claims, suits, liabilities, judgments, costs and expenses, which may in anywise accrue against the Buyer in consequence of the granting of this Contract or which may anywise result therefrom, whether or not it shall be alleged or determined that the act was caused through negligence or omission of the Seller or its employees, or of the subSeller or assignee or its employees, if any, and the Seller shall, at his own expense, appear, defend and pay all charges of attomeys and all costs and other expenses arising therefrom of incurred in connection therewith, and, if any judgment shall be rendered against the Buyer in any such action, the Seller shall, at its own expenses, satisfy and discharge the same Seller expressly understands and agrees that any bond required by this contract, or otherwise provided by Seller, shall in no way limit the responsibility to indemnify, keep and save harmless and defend the Buyer as herein provided. 22. TIME. It is hereby expressly agreed and understood that time is of the essence for the performance of this contract, and failure by contract to meet the time specifications of this agreement will cause Seller to be in default of this agreement. 23. MBE. The City of Lubbock hereby notifies all bidders that in regard to any contract entered into pursuant to this request, minority and women business enterprises will be afforded equal opportunities to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, sex or natural origin in consideration for an award.