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RES 2025-26 Agreement with SHI Goverment Solutions TOWN OF TROPHY CLUB,TEXAS RESOLUTION NO. 2025-26 A RESOLUTION APPROVING A VENDOR/MEMBER AGREEMENT WITH SHI GOVERNMENT SOLUTIONS, INC., A VALUE-ADDED RESELLER OF THE TEXAS DEPARTMENT OF INFORMATION RESOURCES, FOR THE PROVISION OF CERTAIN GOODS AND SERVICES TO THE TOWN; AUTHORIZING THE TOWN MANAGER TO EXECUTE THE AGREEMENT AND ANY RENEWAL DOCUMENTS ON BEHALF OF THE TOWN; RATIFYING THE EXPENDITURE FOR FISCAL YEAR 2025-2026; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the Town of Trophy Club, Texas (the "Town") is a home rule municipality acting under its charter adopted by the electorate pursuant to Article XI, Section 5 of the Texas Constitution and Chapter 9 of the Local Government Code; and WHEREAS, the Town Council of the Town (the "Town Council") has determined the need to enter into an agreement with SHI Government Solutions, Inc. ("SHI"), a value-added reseller pursuant to a cooperative purchasing agreement with Texas Department of Information Resources,which provides for the purchase of certain goods and services; and WHEREAS, the Town Council desires to ratify the expenditure of public funds by the Town Manager for the goods and services provided by SHI for the current fiscal year; and WHEREAS, upon full review and consideration of the Vendor/Member Agreement (the "Agreement") attached hereto as Exhibit A, and all matters related thereto, the Town Council finds that the Agreement should be approved, and the Town Manger shall be authorized to execute the Agreement and expend public funds on behalf of the Town and execute any renewal terms or other contract documents for fiscal years 2026-2027 and 2027-2028, subject to the annual appropriation of public funds by the Town Council for fiscal years 2026-2027 and 2027- 2028. NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF TROPHY CLUB, TEXAS, THAT: SECTION 1. All the above premises are true and correct of the Town Council, and they are hereby approved, ratified, and incorporated into the body of this Resolution as if copied in their entirety. SECTION 2. The Agreement, which is attached hereto as Exhibit A, is incorporated into this Resolution as if fully set forth herein, and is found to be in the best interest of the Town and its citizens, and is hereby approved. RESOLUTION NO. 2025-26 PAGE 2 SECTION 3. The Town Council authorizes the Town Manager to execute the Agreement and ratifies the expenditure of$46,342.08 for fiscal year 2025-2026. SECTION 4. The Town Manger is hereby authorized to execute any renewal terms or other contract documents for fiscal years 2026-2027 and 2027-2028 and expend public funds on behalf of the Town subject to the annual appropriation of public funds by the Town Council for fiscal years 2026-2027 and 2027-2028, subject to review and approval by the Town Attorney. SECTION 5. This Resolution shall take effect immediately upon passage. PASSED AND APPROVED by the Town Council of the Town of Trophy Club, Texas, this 8th day of December 2025. O 4.4 -. ette Tiffany, M. ,�v- ATTEST: * h Tammy Dixon, wn Seer tary RESOLUTION NO. 2025-26 PAGE 3 Exhibit "A" Vendor/Member Agreement VENDOR/MEMBER AGREEMENT TOWN OF TROPHY CLUB,TEXAS This Vendor/Member Agreement (the `Agreement") is hereby entered into by and between SHI Government Solutions, Inc., a Value-Added Reseller(the "VAR") for the Texas Department of Infonnation Resources ("DIR"), and the Town of Trophy Club, a Texas home-rule municipality (the "Town"), for the purchase of Microsoft software products and related services. RECITALS WHEREAS, the VAR submitted Contract No. DIR-C PO-5237 to DIR, which is a government purchasing cooperative,and WHEREAS,the VAR and DIR have entered into agreements, whereby the VAR has agreed to sell to DIR and its members certain goads and services of a nature and quality as represented in the specifications and proposals,and at a specified price; and WHEREAS, the Town has entered into an agreement with DIR to be a member and may purchase specified goods and services at the prices listed pursuant to the DIR agreements;and WHEREAS,the Town is authorized pursuant to Texas Local Gov't Code Ch. 271, and Texas Gov't Code Ch. 791, to enter into cooperative purchasing agreements and is deemed thereby to satisfy state laws requiring competitive bidding;and WHEREAS, the purchase of goods or services under this Agreement is authorized by the Town Council and the Town desires to purchase, and VAR desires to sell and provide certain goods and services under the DIR agreement referenced above;and WHEREAS,the Town and VAR desire to enter into this legally enforceable Agreement to clarify and make explicit the rights, duties, and responsibilities between the parties, and in case of any conflicts between this Agreement and the provisions of the DIR agreement,the terms of this Agreement shall prevail;and WHEREAS,the Town and VAR recognize and agree that this Agreement does not amend or alter the rights, duties, and obligations between VAR and DIR, or between the Town and DIR under their respective contracts with DIR. NOW, THEREFORE, the Town and VAR agree that the recitals above are true and correct, and further mutually agree as follows: 1. VAR agrees to furnish and deliver to the Town the goods or services requested by the Town as further detailed on the VAR quote 26629368 attached to this Agreement as Exhibit A. The Town agrees to pay VAR for the goods or services at the prices shown on Exhibit A, which are incorporated into this Agreement by reference as if fully set forth herein. 2. If applicable, the Town shall make payment for goods or services in accordance with the Texas Prompt Payment Act,Chapter 2251,Texas Government Code.The date of any payment,whether net or gross,shall be determined by calculating the number of days after receipt of invoices from VAR. 3. This Agreement is made and shall be construed according to the laws of the State of Texas.without regard for conflicts of law principles. Venue of any court action brought directly or indirectly by reason of this Agreement shall be in Denton County, Texas. This Agreement is made and is to be performed in Denton County,Texas. Page 1 of 5 4. All written notices shall be deemed to have been duly served if delivered in person to an individual, officer,legal representative,or member of the party for whom it is intended,or if delivered at or sent by registered mail to the last business address known to the person giving the notice. 5. If any provision of this Agreement is invalid. illegal,or unenforceable under any applicable statute, court decision, or rule of law, it is to that extent to be deemed omitted. The remainder of the Agreement shall be valid and enforceable to the maximum extent possible. 6. Insurance. VAR shall obtain and shall continue to maintain, in full force and effect during the term of this Agreement, insurance policies with companies licensed to do business in the State of Texas and rated not less than"A" in the current Best Key Rating Guide, which shall include commercial general liability,automobile liability, and worker's compensation coverage, in accordance with any Town ordinance or directive. The minimum limits for this coverage shall be $1,000,000.00 per occurrence/$2,000,000.00 aggregate for general liability, $1,000,000.00 combined single limit for automobile liability and Texas statutory limits for workers' compensation, unless modified in accordance with any ordinance or directive. VAR shall also maintain cyber liability(or equivalent) insurance providing limits of no less than $1,000,000 per occurrence (inclusive of any amounts provided by an umbrella or excess policy). Insurance obtained by VAR shall be primary and noncontributory, and the Town shall be named as an additional insured under the general liability and automobile policies.The Town shall be given at least thirty(30)days prior notice of any material change in coverage or of cancellation of such policies,and VAR shall provide the Town with a copy of any such notice of material change in coverage or cancellation of any such policies, within three (3) business days of its receipt of such a notice. For purposes of this section, a material change in coverage includes,but is not limited to, a reduction in coverage below the amounts required under this Agreement. VAR shall provide a waiver of subrogation in favor of the Town on all coverages where available and represents that it has taken all actions necessary under the policy or policies for the Town to have the status of additional insured and to effectuate any required waiver of subrogation. VAR shall furnish the Town with original copies of the policies or certificates evidencing such coverage prior to delivery of the goods or services under this Agreement. 7. INDEMNIFICATION. VAR (THE "INDEMNIFYING PARTY"), SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS THE TOWN (THE "TOWN INDEMNIFIED PARTY"), FROM AND AGAINST ANY AND ALL DAMAGES,LIABILITIES,DEMANDS,CAUSES OF ACTION, CLAIMS, JUDGTIENTS, SUITS, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES) MADE BY ANY THIRD-PARTY, TO THE EXTENT ARISING FROM OR RELATED TO THE GOODS OR SERVICES PROVIDED BY VAR PURSUANT TO THIS AGREEMENT (COLLECTIVELY, "INDEMNIFIED CLAIMS"), REGARDLESS OF THE LEGAL THEORY ASSERTED BY ANY THIRD PARTIES AND REGARDLESS OF WHETHER THE DAMAGES OR CLAIMS OF THIRD-PARTIES ARE KNOWN OR FULLY APPRECIATED AT THIS TIME BY VAR OR THE TOWN. VAR SHALL GIVE TO THE TOWN REASONABLE NOTICE OF ANY SUCH CLAIMS OR ACTIONS. VAR SHALL USE LEGAL COUNSEL REASONABLY ACCEPTABLE TO THE TOWN IN CARRYING OUT ITS OBLIGATIONS HEREUNDER. THE PROVISIONS OF THIS SECTION SHALL SURVIVE THE EXPIRATION OR EARLY TERMINATION OF THIS AGREEMENT. THIS INDEMNIFICATION IS NOT INTENDED TO APPLY TO CLAIMS MADE AGAINST THE TOWN INDEMNIFIED PARTIES RESULTING FROM THE WRONGFUL ACT OR OMISSION OR NEGLIGENCE OF TOWN EMPLOYEES COVERED UNDER SECTION 101.021 OF THE TEXAS CIVIL PRACTICE AND REMEDIES CODE. 8. Governmental Functions/Immunities.The parties hereby acknowledge and agree that Town is entering this Agreement pursuant to its governmental functions and that nothing contained in this Agreement Page 2 of 5 shall be construed as constituting a waiver of the Town's governmental immunity from suit or liability, which is expressly reserved to the extent allowed by law. Notwithstanding anything to the contrary herein, the parties hereby acknowledge and agree that to the extent this Agreement is subject to the provisions of Subchapter I of Chapter 271, TEXAS LOCAL GOVERNMENT CODE, as amended, the Town's immunity from suit is waived only as set forth in Subchapter I of Chapter 271, TEXAS LOCAL GOVERNMENT CODE. Further,the parties agree that this Agreement is made subject to all applicable provisions of the Texas Civil Practice and Remedies Code,including,but not limited to, all defenses, limitations, and exceptions to the limited waiver of immunity from liability provided in Chapter 101 and Chapter 75. 9. Indemnity by Town. Town is a Texas home-rule municipality operating in the exercise of its governmental functions. Accordingly, any and all provisions, terms, or conditions in any document related to this Agreement which may require Town to defend or indemnify VAR or any third-party from any and all costs,liabilities,penalties,sanctions,fines,liquidated damages,or any other claims whatsoever,are hereby made void and of no effect to the extent they may obligate the Town to create an unconstitutional debt,and shall be construed as against public policy in accordance with the Texas Constitution and the laws of the State of Texas. Town shall not be required to fund any obligations under this Agreement by the creation of a sinking fund. 10. Gift to Public Servant. Town may terminate the Agreement immediately if VAR has offered, or agreed to confer any benefit upon a Town employee or official that the Town employee or official is prohibited by law from accepting. 11. Warranty:All products and manufactures, and any other DIR agreement, or Microsoft, guarantees or warranties shall be assigned to the Town upon acceptance of delivery. MISCELLANEOUS 1. The terms and conditions of any exculpatory or indemnity provisions in the Agreement shall be construed in favor of the party being protected and shall survive the termination and completion of the Agreement. The judicial doctrine that provides that documents or exculpatory provisions are to be construed against the drafter or provider of such documents or provisions does not apply to this Agreement,as each party has had a reasonable opportunity to obtain and consult with their own legal counsel regarding this Agreement. 2. VAR shall perform its obligations under this Agreement as an independent contractor and shall not be considered an employee of the Town for any purpose whatsoever, including, but not limited to, entitlement to Town employee benefits.VAR hereby expressly waives any claim or entitlement to such benefits.Furthermore,this Agreement is not intended to create,nor should it be construed as creating, a partnership,association,joint venture,or trust. 3. No right or remedy granted herein or reserved to either party is exclusive of any other right or remedy provided or permitted by law or equity, but each shall be cumulative of every other right or remedy given hereunder. The waiver or failure of either party to exercise, in any respect, any right provided for in this Agreement shall not be deemed a waiver of any further right under this Agreement. 4. Appropriations/Town Manager Approval. This Agreement is subject to the appropriation of public funds by the Town in its budget adopted for any fiscal year for the specific purpose of making payments pursuant to this Agreement for that fiscal year. The obligation of the Town pursuant to this Agreement in any fiscal year for which this Agreement is in effect shall constitute a current expense of the Town for that fiscal year only and shall not constitute an indebtedness of the Town of any monies other than those lawfully appropriated in any fiscal year. In the event of non-appropriation of funds in any fiscal year to make payments pursuant to this Agreement, this Agreement may be terminated without any Page 3 of 5 liability to either party. If funds are appropriated for the fiscal year corresponding with the renewal of any term of this Agreement, then the Town Manager is authorized to pay the annual cost of the same in accordance with the Town Council resolution approving the initial term of this Agreement. 5. To the extent required by Texas law,the VAR verifies that:(1)It does not have a practice,policy,guidance, or directive that discriminates against a firearm entity or firearm trade association, as definedni Texas Government Code § 2274.001,and that it will not during the term of the Agreement discriminate against a firearm entity or firearm trade association;(2)It does not"boycott Israel"as that term is defined in Texas Government Code§808.001 and 2271.001,and it will not boycott Israel during the term of the Agreement; (3) It does not "boycott energy companies," as those terms are defined in Texas Government Code §§ 809.001 and 2276.001,and it will not boycott energy companies during the term of the Agreement;(4)It does not engage in scrutinized business operations with Sudan, Iran, or designated foreign terrorist organization as defined in Texas Government Code, Chapter 2270; and (5) It is not owned by or the majority of its stock or other ownership interest is held or controlled by i)individuals who are citizens of China, Iran, North Korea, Russia, or a designated country as defined by Texas Government Code § 2275.0101;or ii)a company or other entity,including a governmental entity,that is owned or controlled by citizens of, or is directly controlled by, the government of China, Iran, North Korea, Russia, or a designated country;nor is it headquartered in China,Iran,North Korea,Russia,or a designated country. 6. Waiver of Attorney's Fees. The parties expressly covenant and agree that in the event of any litigation arising between the parties to this Agreement,each party shall be solely responsible for payment of its attorneys and that in no event shall either party be responsible for the other party's attorneys' fees regardless of the outcome of the litigation. 7. This Agreement may be executed in counterparts, each of which shall be deemed an original and constitute one and the same instrument. 8. This Agreement, together with all exhibits referenced herein and the Microsoft terms and conditions and other service terms of the Microsoft products purchased pursuant to this Agreement,embodies the complete agreement of the parties hereto, superseding all oral or written previous and contemporary agreements between the parties and relating to matters in this Agreement. Except as provided in the recitals above, in the event of a conflict between the terms and conditions of this Agreement and any other document related to this Agreement, the terms and conditions of this Agreement shall control and supersede the conflicting terms. IN WITNESS WHEREOF,the Parties hereto have accepted the terms of this Agreement and caused this Agreement,including the exhibits attached hereto and incorporated herein by reference for all purposes,to be executed as of the dates set forth below. TOWN OF TROPHY CLUB,TEXAS By: Brandon Wright,Town Manager ATTEST: Tammy Dixon,Town Secretary SHI GOVERNMENT SOLUTIONS, INC.(THE"VAR") By: Name: Title: Date: Page 4 of 5 Exhibit A VAR QUOTE 26629368 Page 5 of 5 Pricing Proposal Quotation#: 26629368 GS Reference#: MPSA#0005895868- Renewal Created On: 9/11/2025 Valid Until: 9/30/2025 TX-Town of Trophy Club Microsoft Inside Account Manager- Public Sector Moeed Siddiqui Nathan Schlosser 1 Trophy Wood Drive 290 Davidson Ave Trophy Club,TX 76262 Somerset,NJ 08873 United States Phone:732-564-8693 Phone: Fax: Fax: Email: nathan_schlosser@shi.com Email: Moeed@netgeniusinc.com All Prices are in US Dollar(USD) Product Qty Your Price Total 1 Entra ID P1 Gov(Old)Per User 177 $61.32 $10.853.64 Microsoft-Part#:AAA-11592 Contract Name:Adobe/Microsoft Software&Related Services Contract#:DIR-CPO-5237 Coverage Term: 10/1/2025—9/30/2026 Note: 12 Months Remaining 2 Exchange Online Archiving for Exchange OnInGCC Per User 49 $30.60 $1,499.40 Microsoft-Part#:AAA-11618 Contract Name:Adobe/Microsoft Software&Related Services Contract#:DIR-CPO-5237 Coverage Term: 10/1/2025—9/30/2026 Note: 12 Months Remaining 3 Exchange Online Plan 1GCC Per User 77 $41.52 $3,197.04 Microsoft-Part#:AAA-11624 Contract Name:Adobe/Microsoft Software&Related Services Contract#:DIR-CPO-5237 Coverage Term: 10/1/2025—9/30/2026 Note: 12 Months Remaining 4 Office 365 El GCC Per User 12 $105.84 $1,270.08 Microsoft-Part#:AAA-11646 Contract Name:Adobe/Microsoft Software&Related Services Contract#:DIR-CPO-5237 Coverage Term:10/1/2025—9/30/2026 Note: 12 Months Remaining 5 Office 365 E3 GCC Per User 107 $242.16 $25,911.12 Microsoft-Part#:AAA-11650 Contract Name:Adobe/Microsoft Software&Related Services Contract#:DIR-CPO-5237 Coverage Term: 10/1/2025—9/30/2026 Note: 12 Months Remaining 6 Defender For 0365 Plan 1 GCC Per User 177 $20.40 $3,610.80 Microsoft-Part#:AM-19790 Contract Name:Adobe/Microsoft Software&Related Services Contract#:DIR-CPO-5237 Coverage Term:10/1/2025—9/30/2026 Note: 12 Months Remaining Subtotal $46,342.08 Shipping $0.00 Total $46,342.08 Additional Comments Due to the potential impact of any current or future tariffs,the price and availability of hardware items on this quote may be subject to change. The products offered under this proposal are resold in accordance with the terms and conditions of the Contract referenced under that applicable line item.