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HomeMy WebLinkAboutContract 57566-A3CSC No. 57566-A3 i0 Microsoft Microsoft Enterprise Services Work Order TX DIR CPO-4911 Work Order Number GV51244-453105-576036 (Microsoft Affiliate to complete) This Work Order consists of the terms and conditions below, and the provisions of the Microsoft Master Services Agreement reference U9038431, effective as of 11/15/2021 (the "Agreement"), the provisions of the Unified Enterprise Support Services Description applicable to the Professional Services identified in this Work Order, and any attachments or exhibits referenced in this Work Order, all of which are incorporated herein by this reference. In this Work Order "Customer," "you," or "your' means the undersigned customer or its affiliate and "Microsoft", "we," "us," or "our" means the undersigned Microsoft affiliate. By signing below the parties acknowledge and agree to be bound to the terms of this Work Order, the Agreement and all other provisions incorporated in them. This Work Order is effective as of the date that Microsoft signs this Work Order. Regardless of any terms and conditions contained in a purchase order, if any, the terms of this Work Order apply. Name of Customer (please print) City Of Fort Worth Signature Ma,oK NcPanlel Mark McDaniel (Mar 5, 202413:16 CST) Name of person signing (please print) Mark McDaniel Title of person signing (please print) Deputy City Manager Signature date Mar 5, 2024 Name Microsoft Corporation Signature Jo tir (Jan 12, 202412:03 EST) Name of person signing (please print) Josh Stikeleather Title of person signing (please print) Support Specialist Signature date (effective date) Jan 12, 2024 Name of Customer or its Affiliate that executed the Agreement (if different from Customer above) EnterpriseServicesWorkOrderv9.0(WW)(ENG)(Ju12022) [CP] Page 1 of 9 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX [Executed effective as of the date signed by the Assistant City Manager below.] / [ACCEPTED AND AGREED:] CITY OF FORT WORTH INTERNAL ROUTING PROCESS: Approval Recommended: S,1-p,—,-� /� K.4wrly� By: S.Trotter (for K.Gunn)�Nar5,202410:23CST) Name: Kevin Gunn Title: Director, IT Solutions Approved as to Form and Legality: By: Name: Taylor Paris Title: Assistant City Attorney Contract Authorization: M&c: 24-0138 Approved: 02/27/2024 Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. By: P""K Name: Jeff Park Title: Sr. IT Solutions Manager City Secretary: pF F..R.r °ono ox; By: (I Name: Jannette Goodall Title: City Secretary EnterpriseServicesWorkOrderv9.0(WW)(ENG)(Ju12022) [CP] Page 2 of 9 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Does Customer issue or require a Customer purchase order for the payment of Microsoft Services? MYes or [ ] No If "No" is selected above, Customer represents and warrants that it does not require purchase order(s) be submitted to Microsoft for payment of the Microsoft Services Fees listed herein. Customer will not withhold payment of Microsoft's invoice due to the absence of a purchase order reference. If no purchase order is required, Customer must complete "Customer invoice information" below and ensure it is accurate or revised in a timely manner. Further, the below "Customer invoice information" must be completed prior to: (a) Customer signing this Work Order; and (b) Microsoft invoicing Customer. Name of Customer Contact Name (Receives invoices under this Work Order) City Of Fort Worth Accounts Payable Street Address Contact E-Mail Address INFORMATION TECHNOLOGY SOLUTIONS IT Kathryn.Agee-Dow@fortworthtexas.gov Solutions-ERP275 W, 13th Street supplierinvoices@fortworthtexas.gov City State/Province Phone 817-392-8346 FORT WORTH Texas 817-392-8461 Country Postal Code Fax United States 76102-6314 1. Support Services and Fees. 1.1.Term. Microsoft Enterprise Support Services will commence on 4/1/2024 (the "Support Commencement Date") and will expire on 3/31/2025 (the "Support Expiration Date"). EnterpriseServicesWorkOrderv9.0(WW)(ENG)(Ju12022) [CP] Page 3 of 9 1.2. Description of the Services. Please refer to the current Unified Enterprise Support Services Description ("USSD") which will be incorporated by reference and is published by Microsoft from time to time at https://www.microsoft.com/unified-support-services-description. Microsoft may update the support services you purchase under this agreement from time to time, provided that the level of support services you purchase will not materially decrease during the current Term. Included Enterprise Advisory Support Hours As -needed Advisory Services Included Enterprise Azure Problem Resolution Hours As- Problem Resolution needed Support Included Enterprise On -demand Assessment On -Demand Assessment Included Enterprise On -Demand Assessment - Setup and On -Demand Assessment Config Service As -needed Remote Included Enterprise On -Demand Education On -Demand Education Included Enterprise Online Support Portal Administrative Included Enterprise Problem Resolution Hours As -needed Problem Resolution Support Included Enterprise Reactive Support Management Service Delivery Management Included Enterprise Service Delivery Management Service Delivery Management Included Enterprise Webcasts As -Needed Webcast Included Reactive Enabled Contacts Problem Resolution Support 1 ea Onsite Visit Onsite Support 50 ea Proactive Credits Proactive Credits Included Service Delivery Management Extended Service Delivery Management EnterpriseServicesWorkOrderv9.0(WW)(ENG)(Ju12022) [CP] Page 4 of 9 Designated Engineering Proactive Zero Trust 3 ea Designated Engineering Proactive Zero Administrative Trust - Generic 40 hr Designated Engineering Time Zero Trust Included Service Delivery Management Extended 1.3. Support Services Fees. Designated Support Engineering Service Delivery Management The items listed in the table above represent the services that Customer has pre -purchased for use during the term of this Work Order, and applicable fees are shown in the table below. Microsoft Support Services are a non-refundable, prepaid service. Before Microsoft commences or continues provision of Microsoft Support Services, Microsoft must receive a signed copy of this Work Order and Customer's payment, purchase order or, if applicable, completed Customer invoice information above. Microsoft will invoice Customer, and Customer agrees to pay Microsoft within 30 calendar days of the date of Microsoft invoice. Microsoft reserves the right to adjust Microsoft fees prior to entering into any changes to the Microsoft Support Services ordered herein. Unified Enterprise Support 2024-25 Unified Proactive Services Add on I Unified Proactive Svcs Enterprise Security Designated Engineering I Zero Trust - Tier 1 Subtotal Flex Allowance Total Fees (excluding taxes) One Time Payment Total Fees (excluding taxes) 4/1/2024I $198,261.31 4/1/2024 $8,716.00 4/1/2024 $54,137.60 $261,114.91 ($50,000.00) $211,114.91 4/1/2024 $211,114.91 $211,114.91 EnterpriseServicesWorkOrderv9.0(WW)(ENG)(Ju12022) [CP] Page 5 of 9 Support for Microsoft Products Microsoft will provide support for Customer's licensed, commercially released, and generally available Microsoft products, and cloud services subscriptions purchased by Customer or Customer's Affiliate: i) under the licensing enrollments and agreements, as indicated in Appendix A; and ii) during the Term of this Work Order. Such products and subscriptions exclude those purchased by any party that is not Customer's Affiliate as of the Support Commencement Date. 1.4.Customer Named Contact(s). Any changes to the named contacts should be submitted to Microsoft Contact. Name of Customer Support Service Administrator Jeff Park Street Address Contact E-Mail Address 200 Texas Street Jeff.Park@fortworthtexas.gov City State/Province Phone FORT WORTH Texas 817-392-8483 Country Postal Code Fax United States 76102 2. Use, ownership, restrictions and rights. 2.1. Products. "Product" means all products identified in the Product Terms, such as all Software, Online Services and other web -based services, including pre-release or beta versions. Product availability may vary by region. "Product Terms" means the information about Microsoft Products and Professional Services available through volume licensing. The Product Terms are published on the Volume Licensing Site and is updated from time to time. "Volume Licensing Site" means http://www.microsoft.com/licensing/contracts or a successor site. All products and related solutions provided under this Work Order will be licensed according to the terms of the license agreement packaged with or otherwise applicable to such product. Customer is responsible for paying any licensing fees associated with Products. 2.2. Fixes. "Fixes" means Product fixes, modifications, enhancements, or their derivatives, that Microsoft either releases generally (such as service packs), or that Microsoft provides to Customer when performing Professional Services (all support, planning, consulting and other professional services EnterpriseServicesWorkOrderv9.0(WW)(ENG)(Ju12022) [CP] Page 6 of 9 or advice, including any resulting deliverables provided to Customer under this Work Order, to address a specific issue. "Professional Services" means Product support services and Microsoft consulting services provided to Customer under this Work Order. "Professional Services" or "services" does not include Online Services, unless specifically noted. Fixes are licensed according to the license terms applicable to the Product to which those Fixes relate. If the Fixes are not provided for a specific Product, any other use terms Microsoft provides with the Fixes will apply. 2.3. Pre-existing Work. "Pre-existing Work" means any computer code or other written materials developed or otherwise obtained independent of this Work Order. All rights in Pre-existing Work shall remain the sole property of the party providing the Pre- existing Work. Each party may use, reproduce and modify the other party's Pre-existing Work only as needed to perform obligations related to Professional Services. 2.4. Services Deliverables. "Services Deliverables" means any computer code or materials, other than Products or Fixes that Microsoft leaves with Customer at the conclusion of Microsoft's performance of Professional Services. Upon payment in full for the Professional Services, Microsoft grants Customer a non- exclusive, non -transferable perpetual, fully paid -up license to reproduce, use and modify the Services Deliverable, solely in the form delivered to Customer and solely for Customer's internal business purposes, subject to the terms and conditions of this Work Order. 2.5. Non -Microsoft software and technology. Customer is solely responsible for any non -Microsoft software or technology that it installs or uses with the Products, Fixes, or Services Deliverables. 2.6.Affiliates' rights "Affiliate" means any legal entity that controls, is controlled by, or that is under common control with a party. "Control" means ownership of more than a 50% interest of voting securities in an entity or the power to direct the management and policies of an entity. Customer may sublicense the rights contained in this section relating to Services Deliverables to its Affiliates, but Customer's Affiliates may not sublicense these rights and Customer's Affiliates' use must be consistent with the license terms contained in this Work Order. 2.7. Restrictions on use. Customer must not (and is not licensed to) (1) reverse engineer, decompile or disassemble any Product, Fix, or Services Deliverable; (2) install or use non -Microsoft software or technology in any way that would subject Microsoft's intellectual property or technology to any other license terms; or (3) work around any technical limitations in a Product, Fix or Services Deliverable or restrictions in Product documentation. Except as expressly permitted in this Work Order or Product EnterpriseServicesWorkOrderv9.0(WW)(ENG)(Ju12022) [CP] Page 7 of 9 documentation, Customer must not (and is not licensed to) (1) separate and run parts of a Product or Fix on more than one device, upgrade or downgrade parts of a Product or Fix at different times, or transfer parts of a Product or Fix separately; or (2) distribute, sublicense, rent, lease, lend any Products, Fixes, or Services Deliverables, in whole or in part, or use them to offer hosting services to a third party. 2.8. Reservation of rights. Products, Fixes, and Services Deliverables are protected by copyright and other intellectual property rights laws and international treaties. Microsoft reserves all rights not expressly granted in this agreement. No rights will be granted or implied by waiver or estoppel. Rights to access or use Software on a device do not give Customer any right to implement Microsoft patents or other Microsoft intellectual property in the device itself or in any other software or devices. I Microsoft Professional Services Data Protection Addendum and Confidentiality. "Professional Services Data" means all data, including all text, sound, video, image files, or software, that are provided to Microsoft by, or on behalf of, Customer (or that Customer authorizes Microsoft to obtain from an Online Service) or otherwise obtained or processed by or on behalf of Microsoft through an engagement with Microsoft to obtain Professional Services. The data protection terms applying to Professional Services in effect on the effective date of this Work Order and available at https:Haka.ms/eswodpa are incorporated herein by this reference. For liability arising out of either party's confidentiality obligations relating to Professional Services Data provided under this Work Order, each party's maximum, aggregate liability to the other is limited to direct damages finally awarded in an amount not to exceed the amounts Customer paid for the applicable Professional Services under this Work Order. 4. Microsoft Contact Customer contact for questions and notices about this Work Order. Microsoft Contact Name Leslie Foster Phone Contact E-Mail Address v-Ifoster@microsoft.com EnterpriseServicesWorkOrderv9.0(WW)(ENG)(Ju12022) [CP] Page 8 of 9 Appendix A As of the Support Commencement Date, below is a list of your declared licensing enrollments and agreements for which Microsoft will provide support services as defined within this Work Order. CITY OF FORT WORTH OPEN 03225364ZZS2112 CITY OF FORT WORTH Select Plus 7118883 CITY OF FORT WORTH WATER Enterprise 6 48218734 DEPARTMENT FORT WORTH CHAMBER OPEN 05018780ZZC2310 FOUNDATION FORT WORTH CHAMBER OPEN 05018294ZZC2310 FOUNDATION CITY OF FORT WORTH Enterprise 6 90874107 CITY OF FORT WORTH-90874107- Enterprise 6 9006714 COMMERCIAL AZURE EnterpriseServicesWorkOrderv9.0(WW)(ENG)(Ju12022) [CP] Page 9 of 9 A CITY COUNCIL AGEND Create New From This M&C REFERENCE ""M&C 24- 04MICROSOFT EA DATE: 2/27/2024 NO.: 0138 LOG NAME: COOPERATIVE PURCHASE AGREEMENT SHI CODE: C TYPE: CONSENT PUBLIC NO HEARING: SUBJECT: (ALL)Authorize the Execution of a Cooperative Purchase Agreement with SHI Government Solutions, Inc. for Microsoft Software, Licenses, Maintenance, and Related Services in an Annual Amount Up to $2,915,000.00 for Year One, $3,206,500.00 for Year Two, and $3,527,150.00 for Year Three and Authorize an Amendment to City Secretary Contract (CSC) 57566 with Microsoft Corporation for Unified Enterprise Support Services in the Annual Amount of $225,000.00 with Up to a 10% Annual Increase and Renewal Options for the Information Technology Solutions Department RECOMMENDATION: It is recommended that the City Council authorize the execution of a cooperative purchase agreement with SHI Government Solutions, Inc. for Microsoft software, licenses, maintenance, and related services in an annual amount up to $2,915,000.00 for year one, $3,206,500.00 for year two, and $3,527,150.00 for year three and authorize Authorize an amendment to City Secretary Contract (CSC) 57566 with Microsoft Corporation for Unified Enterprise Support Services in the amount of $225,000.00 with up to a 10\% annual increase and renewal options for the Information Technology Solutions Department. DISCUSSION: This Mayor and Council Communication (M&C) is to request authorization to execute a cooperative purchase agreement with SHI Government Solutions, Inc. (SHI) using Texas Department of Information Resources (DIR) DIR-CPO-5237 in an annual amount up to $2,915,000.00 for year one, $3,206,500.00 for year two, and $3,527,150.00 for year three. This M&C also requests authorization to amend City Secretary Contract (CSC) 57566 with Microsoft Corporation (Microsoft) using DIR-CPO- 4911 for an annual amount of $225,000.00, with up to a 10\% annual increase and renewal options. The Information Technology Solutions Department (ITS) will use the agreement with SHI to purchase Microsoft software licenses, maintenance, and related services for desktops, laptops, tablets, smartphones, servers, and databases under a Microsoft Enterprise Agreement (EA) for the foundation Microsoft products used by most City employees. Significant benefits under this Microsoft EA include consistent software availability regardless of the device type, fast deployment, and broad management controls. There are 4 separate agreements represented, CFW Enterprise, CFW Water, CFW Library (under a non-profit agreement), and the Unified Support agreement. ITS will use the Microsoft CSC 57566 amendment to purchase Unified Enterprise Support Services for all Microsoft products for a one-year period beginning April 1, 2024 through March 31, 2025. Annual amounts for each Microsoft agreement and Unified Enterprise Support Services are listed below. Microsoft EA Licensing Three -Year Term SHI Government Solutions DIR-CPO-5237 CFW Enterprise Water IT Library Total (Non -Profit) Year 1 $ 2,750,000.00 $ 100,000.00 $ 65,000.00 $ 2,915,000.00 Year 2 $ 3,025,000.00 $ 110,000.00 $ 71,500.00 $ 3,206,500.00 Year 3 $ 3,327,500.00 $ 121,000.00 $ 78,650.00 $ 3,527,150.00 Microsoft Unified Enterprise Support Services Microsoft DIR-CPO-4911 Unified Enterprise Support April 1, 2024 $225,000.00 through March 31, 2025 COOPERATIVE PURCHASE: State law provides that a local government purchasing an item under a cooperative purchase agreement satisfies State laws requiring that the local government seek competitive bids for purchase of the item. Cooperative contracts have been competitively bid to increase and simplify the purchasing power of local government entities across the State of Texas. SUCCESSOR CONTRACTS: The City will initially use the DIR contracts to make purchases authorized by this M&C. In the event a DIR cooperative contract is not renewed, staff would cease purchasing at the end of the last purchase agreement coinciding with a valid cooperative contract. If the City Council were to not appropriate funds for a future year, staff would stop making purchases when the last appropriation expires, regardless of whether the then -current purchase agreement has expired. In the event a DIR cooperative agreement is not extended, but DIR executes a new cooperative agreement with substantially similar terms, this M&C authorizes the City to purchase the goods and services under the new DIR contract. If this occurs, in no event will the City continue to purchase Official site of the City of Fort Worth, Texas FORT goods and services under the new agreement for more than four (4) years without seeking Council approval. BUSINESS EQUITY: Agoal is not assigned when purchasing from an approved purchasing cooperative or public entity. ADMINISTRATIVE CHANGE ORDER: An administrative change order or increase may be made by the City Manager up to the amount allowed by relevant law and the Fort Worth City Code and does not require specific City Council approval as long as sufficient funds have been appropriated. AGREEMENT TERM: Upon City Council's approval and execution of the cooperative purchase agreement with SHI and execution of the CSC 57566 contract amendment with Microsoft, the initial term of the agreements will become effective once executed by the Assistant City Manager and will expire in accordance with the respective DIR cooperative contracts with options to renew. RENEWAL OPTIONS: The agreements may be renewed for up to four (4) one-year renewal terms, in accordance with the underlying cooperative agreement, at the City's option. This action does not require specific City Council approval provided that the City Council has appropriated sufficient funds to satisfy the City's obligations during the renewal period. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that funds are available in the current operating & capital budgets, as previously appropriated, in the Info Technology Systems Fund and the ARPA ITS Initiatives project within the Grants Cap Projects Federal Fund, to support the approval of the above recommendation and execution of the agreements. Prior to an expenditure being incurred, the Information Technology Solutions Department has the responsibility to validate the availability of funds. TO Fund Department Account Project Program I Activity Budget Reference # Amount ID ID Year (Chartfield 2) FROM Fund I Department Account Project Program Activity Budget Reference # Amount ID ID I Year (Chartfield 2) Submitted for Citv Manaaer's Office bv:. Mark McDaniel (6316) Originating Denartment Head: Kevin Gunn (2015) Additional Information Contact: Sallie Trotter (8442) ATTACHMENTS 04MICROSOFT EA COOPERATIVE PURCHASE AGREEMENT SHI funds availabilitv.Ddf (CFW Internal) FID Table Microsoft EA-SHI 2024.XLSX (CFW Internal) Form 1295 2023-1107135.pdf (CFW Internal)