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HomeMy WebLinkAboutContract 50659-A6CSC No. 50659-A6 Microsoft Program Signature Form MBA/MBSA number Agreement number 4942672 Volume Licensing I5-0000011267104 Note: Enter the applicable active numbers associated with the documents below. Microsoft requires the associated active number be indicated here, or listed below as new. For the purposes of this form, "Customer" can mean the signing entity, Enrolled Affiliate, Government Partner, Institution, or other party entering into a volume licensing program agreement. This signature form and all contract documents identified in the table below are entered into between the Customer and the Microsoft Affiliate signing, as of the effective date identified below. Server and Cloud Enrollment Enterprise Amendment Product Selection Form X20-12115 SCE38 (NEW) X20-12875 By signing below, Customer and the Microsoft Affiliate agree that both parties (1) have received, read and understand the above contract documents, including any websites or documents incorporated by reference and any amendments and (2) agree to be bound by the terms of all such documents. Name of Entity (must be legal entity name)* City of Fort Worth - Water Department Signature* Nark VlcDani P (Apr 1, 202414:44 GAT) Printed First and Last Name* Mark McDaniel Printed Title Deputy City Manager Signature Date* Apr 1, 2024 Tax ID * indicates required field OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX ProgramSignForm(MSSign)(NA,LatAm)ExBRA,MLI(ENG)(May2020) Page 1 of 2 Document X20-12883 Microsoft Corporation Signature kl,wbeHy R"10 Printed First and Last Name Kimberly Ruiz Printed Title Microsoft Authorized Signatory Signature Date 03/29/2024 (date Microsoft Affiliate countersigns) Agreement Effective Date (may be different than Microsoft's signature date) Optional 2nd Customer signature or Outsourcer signature (if applicable) Name of Entity (must be legal entity name)* City of Fort Worth Signature* -I-- ,111, me[Janie. Apr I. 2O24 14 44 CIJ I I Printed First and Last Name* Mark McDaniel Printed Title Deputy City Manager Signature Date* Apr 1, 2024 * indicates required field Name of Entity (must be legal entity name)* Signature* Printed First and Last Name* Printed Title Signature Date* * indicates required field If Customer requires additional contacts or is reporting multiple previous Enrollments, include the appropriate form(s) with this signature form. After this signature form is signed by the Customer, send it and the Contract Documents to Customer's channel partner or Microsoft account manager, who must submit them to the following address. When the signature form is fully executed by Microsoft, Customer will receive a confirmation copy. Microsoft Corporation Dept. 551, Volume Licensing 6880 Sierra Center Parkway Reno, Nevada 89511 USA ProgramSignForm(MSSign)(NA,LatAm)ExBRA,MLI(ENG)(May2020) Page 2 of 2 Document X20-12883 [Executed effective as of the date signed by the Deputy City Manager above.] / [ACCEPTED AND AGREED:] CITY OF FORT WORTH INTERNAL ROUTING PROCESS: Approval Recommended: By: Name: Kevin Gunn Title: Director, IT Solutions Approved as to Form and Legality By: Ste' Name: Taylor Paris Title: Assistant City Attorney Contract Authorization: M&C: 24-0138 Approved: 2/27/24 1295: 2023-1107135 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. CP� $y; O w Name: Jeff Park Title: Sr. IT Solutions Manager City Secretary: By: r� Name: Jannette Goodall Title: City Secretary inn PONT nod o'Zs p^91d °ova ,ssd OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Microsoft Server and Cloud Enrollment Server and Cloud Enrollment number 64918680 Microsoft to complete Previous Enrollment number Reseller to complete State and Local Framework ID (if applicable) This Enrollment must be attached to a signature form to be valid. This Microsoft Server and Cloud Enrollment is entered into between the entities identified on the signature form as of the effective date. Enrolled Affiliate represents and warrants it is the same Customer, or Customer's Affiliate, that entered into the Enterprise Agreement identified on the signature form. This Enrollment consists of: (1) these terms and conditions, (2) the terms of the Enterprise Agreement identified on the signature form, (3) the Product Selection Form, (4) the Product Terms, (5) any Supplemental Contact Information Form, Previous Agreement/Enrollment form, and other forms that may be required, (6) the Online Services Supplemental Terms and Conditions if the Enterprise Agreement is a version 2010 or earlier and Enrolled Affiliate is ordering Online Services, and (7) any order submitted under this Enrollment. By entering into this Enrollment, Enrolled Affiliate agrees to be bound by the terms and conditions of the Enterprise Agreement. If this Enrollment is entered into under an Enterprise Agreement version 2009 or earlier, the terms and conditions of this Enrollment supersede any conflicting terms and conditions in the Enterprise Agreement with respect to Products licensed under this Enrollment. Effective date. If Enrolled Affiliate is renewing Software Assurance or Subscription Licenses from one or more previous Enrollments or agreements, then the effective date will be the day after the first prior Enrollment or agreement expires or terminates. If this Enrollment is renewed, the effective date of the renewal term will be the day after the Expiration Date of the initial term. Otherwise, the effective date will be the date this Enrollment is accepted by Microsoft. Any reference to "anniversary date" refers to the anniversary of the effective date of the applicable initial or renewal term for each year this Enrollment is in effect. Term. The initial term of this Enrollment will expire on the last day of the month, 36 full calendar months from the effective date of the initial term. If the Enrollment is renewed, the renewal term will expire on the last day of the month, 36 full calendar months after the effective date of the renewal term. Prior Enrollment(s). If renewing Software Assurance or Subscription Licenses from another Enrollment or agreement, the previous Enrollment or agreement number must be identified in the appropriate box above. If renewing from multiple Enrollments or agreements, or transferring Software Assurance or MSDN details, the Previous Agreement/Enrollment form must be used. Terms and Conditions 1. Definitions. Terms used but not defined in this Enrollment will have the definition in the Enterprise Agreement. The following definitions also apply: "Additional Product" means any Product identified as such in the Product Terms, excluding any Server and Tools Product, and chosen by Enrolled Affiliate under this Enrollment. SCE20241EnrGov(US)SLG(ENG)(Oct2023) Page 1 of 12 Document X20-12115 "Azure Government Services" means one or more of the services or features Microsoft makes available to Enrolled Affiliate under this Enrollment and identified at httr)://azure.microsoft.com/en-us/regions/#services, which are Government Community Cloud Services. "Baseline Agreements" means all Microsoft license agreements, including, without limitation, volume licensing agreements, OEM licenses and retail licenses, under which any Affiliate in the Enterprise uses the selected Server and Tools Products. Baseline Agreements do not include any Service Provider License Agreements or Independent Software Vendor Royalty License and Distribution Agreements under which the Enterprise has the right to provide software services or unified solutions to unaffiliated end users. "Baseline Licenses" means Existing Baseline Licenses and New Baseline Licenses, collectively. "Community" means the community consisting of one or more of the following: (1) a Government, (2) an Enrolled Affiliate using eligible Government Community Cloud Services to provide solutions to a Government or a qualified member of the Community, or (3) a Customer with Customer Data that is subject to Government regulations for which Customer determines and Microsoft agrees that the use of Government Community Cloud Services is appropriate to meet Customer's regulatory requirements. Membership in the Community is ultimately at Microsoft's discretion, which may vary by Government Community Cloud Service. "Existing Baseline Licenses" means all Licenses in use by any Affiliate in the Enterprise for the selected Server and Tools Products that were obtained under any Baseline Agreement before this Enrollment. "Expiration Date" means the date upon which the Enrollment expires. "Federal Agency" means a bureau, office, agency, department or other entity of the United States Government. "Government" means a Federal Agency, State/Local Entity, or Tribal Entity acting in its governmental capacity. "Government Community Cloud Services" means Microsoft Online Services that are provisioned in Microsoft's multi -tenant data centers for exclusive use by or for the Community and offered in accordance with the National Institute of Standards and Technology (NIST) Special Publication 800-145. Microsoft Online Services that are Government Community Cloud Services are designated as such in the Use Rights and Product Terms. "Microsoft Azure Services" means one or more of the Microsoft Azure services or features made available to Enrolled Affiliate under this Enrollment by Microsoft and identified at httr)://www.windowsazure.com/en- us/home/features/overview/, except Microsoft Azure Marketplace (which is governed by separate terms). "New Baseline Licenses" means the quantity of Licenses for Server and Tools Products ordered under this Enrollment in excess of the Existing Baseline Licenses. "Product Family" or "Family" means the group of Products designated as a Product Family on the Product Selection Form. "Product Selection Form" means the document provided by Microsoft or Enrolled Affiliate's Reseller that (1) identifies all Baseline Licenses, (2) defines the Product Families, (3) establishes the Enrolled Affiliate's price levels for each Product pool and (4) specifies the minimum quantity of Licenses that must be ordered to qualify for this Enrollment. "Reseller" means an entity authorized by Microsoft to resell Licenses under this program and engaged by an Enrolled Affiliate to provide pre- and post -transaction assistance related to this agreement. "Reserved License" means for an Online Service identified as eligible for true -up in the Product Terms, the License reserved by Enrolled Affiliate prior to use and for which Microsoft will make the Online Service available for activation. "Server and Tools Product" means any Product identified as such in the Product Selection Form and chosen by Enrolled Affiliate to be included under this Enrollment. "State/Local Entity" means (1) any agency of a state or local government in the United States, or (2) any United States county, borough, commonwealth, city, municipality, town, township, special purpose district, SCE20241EnrGov(US)SLG(ENG)(Oct2023) Page 2 of 12 Document X20-12115 or other similar type of governmental instrumentality established by the laws of Customer's state and located within Customer's state's jurisdiction and geographic boundaries. "Tribal Entity" means a federally -recognized tribal entity performing tribal governmental functions and eligible for funding and services from the U.S. Department of Interior by virtue of its status as an Indian tribe. "Use Rights" means, with respect to any licensing program, the use rights or terms of service for each Product and version published for that licensing program at the Volume Licensing Site and updated from time to time. The Use Rights include the Product -Specific License Terms, the License Model terms, the Universal License Terms, the Data Protection Terms, and the Other Legal Terms. The Use Rights supersede the terms of any end user license agreement (on -screen or otherwise) that accompanies a Product. "Volume Licensing Site" means htto://www.microsoft.com/licensing/contracts or a successor site. 2. Product Use Rights and Service Level Agreement. Enrolled Affiliate and its Enterprise may download, install and use software Products and access and use Online Services ordered under this Enrollment subject to the terms of this Enrollment, the applicable Use Rights and the Product Terms. In addition to applicable use rights terms of the Enterprise Agreement, the following terms apply to this Enrollment: a. All terms and conditions applicable to Microsoft Azure Services also apply to Azure Government Services, except as otherwise noted in the Use Rights and this Enrollment. b. Use Rights for Server and Tools Products. For Server and Tools Products, if a new Product version has more restrictive use rights than the version that is current at the start of the applicable initial or renewal term of the Enrollment, those more restrictive use rights will not apply to Enrolled Affiliate's use of that Product during that term. 3. Order requirements. a. Minimum order requirements. (i) Server and Tools Products. 1) Existing Baseline Licenses. When ordering a Server and Tools Product other than Microsoft Azure, Enrolled Affiliate must identify all Existing Baseline Licenses for the applicable Server and Tools Product Family. Perpetual Licenses owned by the Enterprise but not identified as Existing Baseline Licenses in the applicable Product Family at the start of this Enrollment may not be used during this Enrollment term. 2) Initial Order. Enrolled Affiliate's initial order must meet the minimum purchase requirements for at least one Product Family. For every applicable Product Family except Microsoft Azure the initial order must also include the following: A. Software Assurance on all perpetual Existing Baseline Licenses that have been continuously covered under Software Assurance; B. License with Software Assurance or Subscription License for each Existing Baseline License that has not been continuously covered under Software Assurance; and C. License with Software Assurance or Subscription Licenses for all New Baseline Licenses. 3) Effect of Subscription License coverage on Existing Baseline Licenses. If Enrolled Affiliate orders Subscription Licenses for any Existing Baseline Licenses, the following provisions will apply for the duration of this Enrollment, notwithstanding any provisions to the contrary in the Baseline Agreements: SCE20241EnrGov(US)SLG(ENG)(Oct2023) Page 3 of 12 Document X20-12115 A. The use rights for those Existing Baseline Licenses will be superseded and replaced by the use rights for the Subscription Licenses. B. The Existing Baseline Licenses shall be non-transferrable. C. The Enrolled Affiliate and its Affiliates must continue to perform any obligations under their Baseline Agreement(s), including but not limited to making payments for any of the Existing Baseline Licenses. D. When this Enrollment expires or is terminated, the Enrolled Affiliate or its Affiliates, as applicable, will have the rights under the Baseline Agreement(s) that it had as of the effective date of this Enrollment, unless it exercises its buy-out option as provided in this Enrollment. b. Additional Products. Upon satisfying the minimum order requirements above, Enrolled Affiliate may order Additional Products and Services. c. Country of Usage. Enrolled Affiliate must specify the countries where Licenses will be used on its initial order and on any subsequent orders. d. Resellers. Enrolled Affiliate must choose and maintain a Reseller authorized in the United States. Enrolled Affiliate will acquire its Licenses through its chosen Reseller. Orders must be submitted to the Reseller who will transmit the order to Microsoft. The Reseller and Enrolled Affiliate determine pricing and payment terms as between them, and Microsoft will invoice the Reseller based on those terms. Throughout this Agreement the term "price" refers to reference price. Resellers and other third parties do not have authority to bind or impose any obligation or liability on Microsoft. e. Adding Products. (1) Adding new Products not previously ordered. 1) New Server and Tools Products may be added by contacting a Microsoft Account Manager or Reseller. 2) New Server and Tools Products included in a previously ordered Product Family may be added at any time but must be included in the next annual true -up order. 3) Orders for new Additional Products, other than Online Services, must be placed in the month the Additional Product is first used. 4) Subscription Licenses for new Online Services other than Microsoft Azure Services must be ordered prior to use. 5) Microsoft Azure Services may be added as provided in the Product Terms. (ii) Adding Licenses for previously ordered Products. 1) Additional Licenses for previously ordered Products may be added at any time but must be included in the next annual true -up order. 2) Additional Subscription Licenses for Online Services must be ordered prior to use unless the Online Services are (1) identified as eligible for true -up in the Product Terms or (2) included as part of other Licenses. f. True -up requirements. Enrolled Affiliate must submit an annual true -up order that accounts for any changes since the initial order or last order. If there are no changes, then an update statement must be submitted instead of a true -up order. (1) Annual order period. A true -up order or update statement must be received by Microsoft between 60 and 30 days prior to each Enrollment anniversary date. The third -year true -up order or update statement is due within 30 days prior to the Expiration Date. Enrolled Affiliate may submit true -up orders more often to account for increases in Product usage, SCE20241EnrGov(US)SLG(ENG)(Oct2023) Page 4 of 12 Document X20-12115 but an annual true -up order or update statement must still be received by Microsoft during the annual order period. (ii) True -up order. Enrolled Affiliate must determine the maximum number of Products used since the latter of the initial order, the last true -up order, or the prior anniversary date and submit a true -up order that accounts for any increase. For Subscription Licenses for Products other than Online Services, the true -up order must indicate the initial use date(s) for each additional Subscription License ordered. For Online Services identified as eligible for true -up in the Product Terms, Enrolled Affiliate may place a reservation order for the additional Licenses prior to use, and payment may be deferred until the next true -up order. Microsoft will provide a report of Reserved Licenses ordered but not yet invoiced to Enrolled Affiliate and its Reseller. Reserved Licenses will be invoiced retrospectively to the month in which they were ordered. (ill) Update statement. An update statement must be submitted if there has been no change in the number of Products used within Enrolled Affiliate's Enterprise since the latter of the initial order, the last true -up order, or the prior anniversary date. This update statement must be signed by Enrolled Affiliate's authorized representative. (iv) Subscription License reductions. Enrolled Affiliate may reduce the quantity of Subscription Licenses only on the Enrollment anniversary date on a prospective basis if permitted in the Product Terms as follows: 1) For Server and Tools Products available as Subscription Licenses, Licenses may be reduced only as long as the minimum order requirements are maintained. If reducing Subscription Licenses that cover Existing Baseline Licenses, Enrolled Affiliate may not use or transfer those Existing Baseline Licenses for the remainder of the term. 2) For Online Services available as Additional Product Subscription Licenses, Enrolled Affiliate may reduce the Licenses. If the License count is reduced to zero, the applicable Subscription License will be cancelled. Subscription Licenses added after the initial order may not be reduced on the anniversary date immediately following the order but must remain in effect at least until the subsequent anniversary date. Notwithstanding the foregoing, Microsoft Azure Monetary Commitment added after the initial order may be reduced on any anniversary date.lnvoices will be adjusted to reflect any reductions in Subscription Licenses and will be effective as of the Enrollment anniversary date. Except as otherwise prohibited in this section, Enrolled Affiliate may reduce Subscription Licenses on or before the Enrollment anniversary date and place a reservation order for such licenses within 90 days after the anniversary date; however, any licenses ordered as described in this sentence will be invoiced to the Enrolled Affiliate for the time period the licenses were made available. (v) Late true -up order. If the annual true -up order is not received when due: 1) Microsoft will invoice Enrolled Affiliate's Reseller for the following year for the quantity of Subscription Licenses ordered in the prior year; however, such invoice will not constitute a waiver of the annual order requirement; 2) Subscription License reductions will not take effect until the following Enrollment anniversary date (or at Enrollment renewal, as applicable); and 3) Microsoft may invoice Enrolled Affiliate's Reseller for all Reserved Licenses not previously invoiced. g. Step-up Licenses. For Licenses eligible for a step-up under this Enrollment, Enrolled Affiliate may step-up to a higher edition or suite as follows: (i) For step-up Licenses included on an initial order, Enrolled Affiliate may order according to the true -up order process. SCE20241EnrGov(US)SLG(ENG)(Oct2023) Page 5 of 12 Document X20-12115 (ii) If step-up Licenses are not included on an initial order, Enrolled Affiliate may step-up initially by following the process described in the Section titled "Adding new Products not previously ordered," then for additional step-up Licenses, by following the true -up order process. h. Clerical Errors. Microsoft may correct clerical errors in this Enrollment, and any documents submitted with or under this Enrollment, by providing notice by email and a reasonable opportunity for Enrolled Affiliate to object to the correction. Clerical errors include minor mistakes, unintentional additions and omissions. This provision does not apply to material terms, such as the identity, quantity or price of a Product ordered. i. Verifying compliance. Microsoft may, in its discretion and at its expense, verify compliance with this Enrollment as set forth in the Agreement. 4. Pricing. a. Price levels. Each Product is assigned to a Product pool as shown on the Product Terms. Price levels (A, B, C, or D) are set separately for each pool. Price levels for the applicable Product pools are set forth in the Product Selection Form. Enrolled Affiliate's price level for each Product pool under this Enrollment will be Level D. b. Setting prices. Enrolled Affiliate's prices for each Product or Service will be established by its Reseller. Unless otherwise expressly agreed to by the parties and except for Online Services designated in the Product Terms as being exempt from fixed pricing, Microsoft's prices for Resellers for each Product or Service ordered (except for Microsoft Azure Services) are fixed throughout the applicable Enrollment term. 5. Payment terms. a. License with Software Assurance and Software Assurance. For the initial and any renewal order for License with Software Assurance and Software Assurance, Enrolled Affiliate may pay upfront or elect to spread its payments over the applicable Enrollment term. If an upfront payment is elected, Microsoft will invoice Enrolled Affiliate's Reseller in full upon acceptance of this Enrollment. If spread payments are elected, Microsoft will invoice Enrolled Affiliate's Reseller in three equal annual installments unless indicated otherwise. The first installment will be invoiced to Enrolled Affiliate's Reseller upon Microsoft's acceptance of this Enrollment and additional installments will be invoiced on each Enrollment anniversary date. Subsequent orders will be invoiced to Enrolled Affiliate's Reseller upon acceptance of the order and must be paid upfront. b. Subscription Licenses (except Microsoft Azure Services). Microsoft will invoice Enrolled Affiliate's Reseller annually in full upon acceptance of each order. Microsoft will invoice Reseller for annual orders on each Enrollment anniversary date. Subsequent orders are invoiced upon acceptance of the order and Enrolled Affiliate may elect to pay annually or upfront. c. Microsoft Azure services. Invoicing for Microsoft Azure Services is described in the Product Terms. 6. End of Enrollment term and termination. a. General. At the Expiration Date, Enrolled Affiliate must immediately order and pay for Licenses for Products it has used but for which it has not previously submitted an order. b. End of term rights for Server and Tools Products. Provided Enrolled Affiliate has paid for all required Licenses, including any Baseline Licenses, on the Expiration Date Enrolled Affiliate will have the following rights: SCE20241EnrGov(US)SLG(ENG)(Oct2023) Page 6 of 12 Document X20-12115 (1) Existing Baseline Licenses with continuous Software Assurance. For perpetual Existing Baseline Licenses continuously covered by Software Assurance, Enrolled Affiliate will have perpetual Licenses to use the latest version of the Product available (or any prior version) as of the Expiration Date, provided that the Existing Baseline Licenses are fully paid. (ii) New Baseline Licenses. For New Baseline Licenses (excluding Subscription Licenses), Enrolled Affiliate will have perpetual Licenses to use the latest version of the Product available (or any prior version) as of the Expiration Date. c. Renewal option. At the Expiration Date of the initial term, Enrolled Affiliate can renew Products and Services by renewing this Enrollment for one additional 36 full calendar month term or by signing a new Enrollment. Microsoft must receive a Renewal Form, Product Selection Form and renewal order prior to or at the Expiration Date. Microsoft will not unreasonably reject any renewal. Microsoft may make changes to this program that will make it necessary for Enrolled Affiliate to enter into new agreements and Enrollments at renewal. d. If Enrolled Affiliate elects not to renew. Software Assurance. If Enrolled Affiliate elects not to renew Software Assurance for any Product under its Enrollment, then Enrolled Affiliate will not be permitted to order Software Assurance later without first acquiring a new License with Software Assurance. (ii) Extended Term for eligible Online Services. For Online Services identified as eligible for an Extended Term in the Product Terms, the following options are available at the end of the Enrollment initial or renewal term. 1) Extended Term. Licenses for Online Services will automatically expire in accordance with the terms of the Enrollment. An extended term option that allows Online Services to continue month -to -month ("Extended Term") is available. During the Extended Term, Online Services will be invoiced monthly at the then -current published price as of the Expiration Date plus a 3% administrative fee for up to one year. If Enrolled Affiliate wants an Extended Term, Enrolled Affiliate must submit a request to Microsoft at least 30 days prior to the Expiration Date. 2) Cancellation during Extended Term. At any time during the first twelve months of the Extended Term, Enrolled Affiliate may terminate the Extended Term by submitting a notice of cancellation to Microsoft for each Online Service. Thereafter, Microsoft may condition the continued use of each Online Service on the acceptance of new terms by the Enrolled Affiliate. Enrolled Affiliate will be notified in writing of any new terms at least 60 days before any such changes take effect. Enrolled Affiliate acknowledges and agrees that after the notice described in this section, its continued use of each Online Service after the effective date provided in the notice will constitute its acceptance of the new terms. If Enrolled Affiliate does not agree to the new terms, it must stop using the Online Services and terminate the Extended Term as provided in this section. Enrolled Affiliate's termination under this section will be effective at the end of the month following 30 days after Microsoft has received the notice. (iii) Subscription Licenses and Online Services without an Extended Term. If Enrolled Affiliate elects not to renew or exercise its buy-out rights for Products eligible for buy-out, Subscription Licenses will be cancelled and will terminate as of the Expiration Date. Any associated software must be uninstalled, media must be destroyed and the Enterprise must discontinue use. Microsoft may request written certification to verify compliance. e. Buy-out option. (i) For Subscription Licenses. Enrolled Affiliate may buy out active Subscription Licenses acquired under this Enrollment for Products other than Online Services and acquire perpetual Licenses for the latest version of the Product as of the Expiration Date by placing an order for such Licenses. SCE20241EnrGov(US)SLG(ENG)(Oct2023) Page 7 of 12 Document X20-12115 (ii) Buy-out order date. Microsoft must receive the buy-out order no more than 30 days prior to the Expiration Date. The Expiration Date will be the invoice date for the buy-out order. f. Termination for cause. Any termination for cause of this Enrollment will be subject to the "Termination for cause" Section of the Agreement. In addition, the following will constitute a breach of this Enrollment: (1) Enrolled Affiliate or any Affiliate in the Enterprise fails to timely pay for any existing Baseline License, (2) any existing Baseline Agreement is terminated for cause prior to full payment, or (3) Enrolled Affiliate or any Affiliate in the Enterprise that uses Government Community Cloud Services fails to meet and maintain the conditions of membership in the definition of Community. g. Early termination. If Enrolled Affiliate terminates this Enrollment as a result of a breach by Microsoft, or if Microsoft terminates this Enrollment because Enrolled Affiliate has ceased to be Customer's Affiliate, then Enrolled Affiliate will have the following options for Licenses, excluding Subscription Licenses: (1) It may immediately pay the total remaining amount due, including all installments, in which case, Enrolled Affiliate will have perpetual rights (1) for Server and Tools Products, as described in the section entitled "End of Term rights for Server and Tools Products" and (2) for Additional Products, for all Licenses (excluding Subscription Licenses) it has ordered (for the latest version of Products ordered under Software Assurance coverage in an initial or renewal term); or (ii) It may pay only amounts due as of the termination date, in which case Enrolled Affiliate will have perpetual Licenses (for the latest version of Products ordered under Software Assurance coverage in an initial or renewal term) for (1) all copies of Products for which payment has been made in full, and (2) a proportional number of copies of Products it has ordered for which payment has been made. h. Early termination for Subscription Licenses. Notwithstanding anything to the contrary in any of the documents that collectively constitute the Enterprise Agreement, if an Enrolled Affiliate terminates its Enrollment as a result of a breach by Microsoft, or if Microsoft terminates this Enrollment because Enrolled Affiliate has ceased to be Customer's Affiliate, then Enrolled Affiliate will have the following options with respect to Subscription Licenses: (1) Enrolled Affiliate may obtain perpetual Licenses as described in the section entitled "Buy- out option," provided that Microsoft receives the buy-out order for those Licenses within 60 days after Enrolled Affiliate provides notice of termination. If not exercising the buy-out option, Enrolled Affiliate will receive a credit for any amount paid in advance that would apply after the date of termination. i. Early termination for Online Services. For Online Services, if an Enrolled Affiliate terminates its Enrollment as a result of a breach by Microsoft, or if Microsoft terminates this Enrollment for regulatory reasons or because Enrolled Affiliate has ceased to be Customer's Affiliate, then Microsoft will issue Reseller a credit for any amount paid in advance for the period after termination. 7. Government Community Cloud. Community requirements. If Enrolled Affiliate purchases Government Community Cloud Services, Enrolled Affiliate certifies that it is a member of the Community and agrees to use Government Community Cloud Services solely in its capacity as a member of the Community and, for eligible Government Community Cloud Services, for the benefit of end users that are members of the Community. Use of Government Community Cloud Services by an entity that is not a member of the Community or to provide services to non -Community members is strictly prohibited and could result in termination of Enrolled Affiliate's license(s) for Government Community Cloud Services without notice. Enrolled Affiliate acknowledges that only Community members may use Government Community Cloud Services. SCE20241EnrGov(US)SLG(ENG)(Oct2023) Page 8 of 12 Document X20-12115 b. All terms and conditions applicable to non -Government Community Cloud Services also apply to their corresponding Government Community Cloud Services, except as otherwise noted in the Use Rights, Product Terms, and this Enrollment. c. Enrolled Affiliate may not deploy or use Government Community Cloud Services and corresponding non -Government Community Cloud Services in the same domain. d. Use Rights for Government Community Cloud Services. For Government Community Cloud Services, notwithstanding anything to the contrary in the Use Rights: (i) Government Community Cloud Services will be offered only within the United States. (ii) Additional European Terms, as set forth in the Use Rights, will not apply. (iii) References to geographic areas in the Use Rights with respect to the location of Customer Data at rest, as set forth in the Use Rights, refer only to the United States. SCE20241EnrGov(US)SLG(ENG)(Oct2023) Page 9 of 12 Document X20-12115 Enrollment Details 1. Enrolled Affiliate's Enterprise. Identify which Agency Affiliates are included in the Enterprise. (Required) Enrolled Affiliate's Enterprise must consist of entire offices, bureaus, agencies, departments or other entities of Enrolled Affiliate, not partial offices, bureaus, agencies, or departments, or other partial entities. Check only one box in this section. If no boxes are checked, Microsoft will deem the Enterprise to include the Enrolled Affiliate only. If more than one box is checked, Microsoft will deem the Enterprise to include the largest number of Affiliates. 0 Enrolled Affiliate only ❑ Enrolled Affiliate and the following Affiliate(s): Unless specifically identified above, all Affiliates of Customer, either existing at the execution of this Enrollment or created or acquired after the execution of this Enrollment, will be excluded from the Enterprise. To request that an additional Affiliate be included in Customer's Enterprise, Customer must identify an Affiliate to Microsoft in writing and provide any required documentation. Microsoft will reasonably review requests under this paragraph and may approve the inclusion of an Affiliate in Customer's Enterprise in its sole discretion. 2. Contact information. Each party will notify the other in writing if any of the information in the following contact information page(s) changes. The asterisks (*) indicate required fields. By providing contact information, Enrolled Affiliate consents to its use for purposes of administering this Enrollment by Microsoft, its Affiliates, and other parties that help administer this Enrollment. The personal information provided in connection with this Enrollment will be used and protected in accordance with the privacy statement available at httos://www.microsoft.com/licensina/servicecenter. a. Primary contact. This contact is the primary contact for the Enrollment from within Enrolled Affiliate's Enterprise. This contact is also an Online Administrator for the Volume Licensing Service Center and may grant online access to others. The Primary contact will be the default contact for all purposes unless separate contacts are identified for specific purposes. Name of entity (must be legal entity name)* City of Fort Worth Water Department Contact name: First* Sallie Middle Last* Trotter Contact email address* Sallie.trotter@fortworthtexas.gov Street address* 1000 Throckmorton Street City* Fort Worth State/Province* TX Postal code* 76102-6312 - (Please provide the zip + 4, e.g. xxxxx-xxxx) Country* United States Phone* 817-392-2221 Tax ID * indicates required field b. Notices contact and Online Administrator. This contact (1) receives the contractual notices, (2) is the Online Administrator for the Volume Licensing Service Center and may grant online access to others, and (3) is authorized to order Reserved Licenses for eligible Online Services, including adding or reassigning Licenses and stepping -up prior to a true -up order. SCE20241EnrGov(US)SLG(ENG)(Oct2023) Page 10 of 12 Document X20-12115 ❑ Same as primary contact (default if no information is provided below, even if box is not checked) Name of entity*: City of Fort Worth Water Department Contact name: First* Jeff Middle Last* Park Contact email address* Jeff.Park@fortworthtexas.gov Street address* 1000 Throckmorton Street City* Fort Worth State/Province* TX Postal code* 76102-6312 - (Please provide the zip + 4, e.g. xxxxx-xxxx) Country* United States Phone* 817-392-2221 Language preference. Choose the language for notices. ❑ This contact is a third party (not Enrolled Affiliate). Warning: This contact receives personally identifiable information of the Customer and its Affiliates. * indicates required field c. Online Services Manager. This contact is authorized to manage the Online Services ordered under the Enrollment. ❑ Same as notices contact and Online Administrator (default if no information is provided below, even if box is not checked) Contact name: First* Jeff Middle Last* Park Contact email address* Jeff.Park@fortworthtexas.gov Phone* 817-392-2221 ❑ This contact is from a third party organization (not the entity). Warning: This contact receives personally identifiable information of the entity. * indicates required field d. Azure Services Administrator. This contact is authorized to manage the Azure Services ordered under the Enrollment. ❑ Same as notices contact and Online Administrator (default if no information is provided below, even if box is not checked) Contact name: First* Sallie Middle Last* Trotter Contact email address* Sallie.trotter@fortworthtexas.gov Phone 817-392-2221 ❑ This contact is from a third party organization (not the receives personally identifiable information of the entity. * indicates required field entity). Warning: This contact e. Reseller information. Reseller's contact for this Enrollment is: Reseller company name* SHI International Corp. Street address (PO boxes will not be accepted)* 290 Davidson Ave City* Somerset State/Province* NJ Postal code* 08873-4145 Country* United States Contact name* Scott Doherty Phone* 888-764-8888 Contact email address* msteam@shi.com * indicates required field SCE20241EnrGov(US)SLG(ENG)(Oct2023) Page 11 of 12 Document X20-12115 By signing below, the Reseller identified above confirms that all information provided in this Enrollment is correct. Name of Reseller* SHI International Corp. Signature* Sco-ttDohevty Printed name*'Scott Doherty Printed title* Date* * indicates required field Changing a Reseller. If Microsoft or the Reseller chooses to discontinue doing business with each other, Enrolled Affiliate must choose a replacement Reseller. If Enrolled Affiliate or the Reseller intends to terminate their relationship, the initiating party must notify Microsoft and the other party using a form provided by Microsoft at least 90 days prior to the date on which the change is to take effect. f. If Enrolled Affiliate requires a separate contact for any of the following, attach the Supplemental Contact Information form. Otherwise, the Notices Contact and Online Administrator remains the default. (1) Additional Notices Contact (ii) Software Assurance Manager (iii) Subscriptions Manager (iv) Customer Support Manager (CSM) contact 3. Financing. Is a purchase under this Enrollment being financed through MS Financing? ❑ Yes, 0 No. 4. Upfront Payment. Does Enrolled Affiliate wish to pay upfront as allowed in the Payment terms section of this Enrollment? ❑ Yes, ® No. SCE20241EnrGov(US)SLG(ENG)(Oct2023) Page 12 of 12 Document X20-12115 in Microsoft Volume Licensing Amendment to Contract Documents Enrollment Number 5-0000011267104 This amendment ("Amendment") is entered into between the parties identified on the attached program signature form. It amends the Enrollment or Agreement identified above. All terms used but not defined in this Amendment will have the same meanings provided in that Enrollment or Agreement. Server and Cloud Enrollment Windows Server on the SCE Amendment ID SCE38 1. Minimum Purchase Requirements: The following Product Family is amended on the Minimum Purchase Requirements section of the Enrolment's Product Selection Form: Core Infrastructure Suites All licensed Windows Server deployments must be licensed with an appropriate Core Infrastructure Suite SKU except if purchased for use in Azure via the Azure Hybrid Benefit. Minimum order is 400 core licenses for Core Infrastructure Server Suites (Standard or Datacentre) or Windows Server (Standard or Datacentre) or any combination of both. Except for changes made by this Amendment, the Enrollment or Agreement identified above remains unchanged and in full force and effect. If there is any conflict between any provision in this Amendment and any provision in the Enrollment or Agreement identified above, this Amendment shall control. This Amendment must be attached to a signature form to be valid. Microsoft Internal Use Only: SCE)( 8WW)(ENGAMay2019)(IIU) docx ndowsSeryeronthe I I SCE38 I B AmendmentApp v4.0 SCE38 Page 1 of 1 Microsoft Server and Cloud Enrollment Product Selection Form Volume Licensing This document must be attached to a signature form to be valid. Terms used but not defined herein will have the meaning provided in the Enrollment. Price Levels for Server and Tools Products and Additional Products: Instructions: Include the agreement or enrollment name and number below that qualifies the Enrolled Affiliate for the price levels indicated in this Product Selection Form. Instructions: Fill out the Product Selection Form (PSF), and the associated Customer Price Sheet (CPS) according to the table below. Licenses with Software Existing Baseline Licenses with SA Assurance continuous Software Assurance New Subscription Licenses New Subscription Licenses MSU New Licenses New Licenses with Software LicSAPk Assurance Determining the number of Licenses and SKUs Enter the actual number of licenses in the PSF. Some SKUs (SQL and Biztalk) include more than one license. For such SKUs, divide the number of licenses on the PSF by the number of licenses included in each SKU to determine the quantity of SKUs to enter on the Customer Price Sheet. SCEProdSelForm(WW)ExPRC(ENG)(Nov20l9) Page 1 of 4 Document X20-12875 Product selection Existing Baseline New Baseline Licenses Licenses Existing Licenses New New Licenses with with Software Subscription Software Product Server and Tools Assurance Licenses Assurance Family Product SQL Server 16 Enterprise Per Core SQL Server Standard 84 SQL ServerM Per Core SQL Server Standard Server SQL Server CAL BizTalk Server Enterprise Per Core BizTalk BizTalk Server Server Standard Per Core BizTalk Server Branch Per Core Visual Studio Ultimate N/A(2) N/A N/A with MSDN Visual Studio N/A(2) N/A N/A Premium with MSDN Visual Studio Enterprise with MSDN Visual Studio Visual Studio Enterprise with GitHub Enterprise Visual Studio Test Professional with MSDN Azure DevOps Server CAL SCEProdSelForm(VVVV)ExPRC(ENG)(Nov20l9) Page 2 of 4 Document X20-12875 Baseline Licenses Existing Baseline New Baseline Licenses Product Selection Licenses Existing Licenses New New Licenses with with Software Subscription Software Assurance Product Server and Tools Assurance Licenses Family Product Visual Studio MSDN Platforms (Continued) SharePoint SharePoint Server Server Azure Azure Monetary The monetary commitment is tracked on the CPS if applicable Commitment CIS Datacenter CIS Standard Windows Server (3) N/A N/A Datacenter Core Infrastructure System Center (3) N/A N/A Suite Datacenter Windows Server (3) N/A N/A Standard System Center (3) N/A N/A Standard (1) SQL Server Enterprise Edition Server (non -core) licenses are not required as part of the baseline, however SA renewal is available as an additional product. If customers choose not to renew SA, it cannot be attached later. (2)Visual Studio Premium with MSDN and Visual Studio Ultimate with MSDN Existing Baseline Licenses should be counted as Visual Studio Enterprise with MSDN Licenses. (3) Quantities of Windows Server and System Center Licenses with continuous Software Assurance can be combined to renew CIS SA as described in the Product Terms, or added to the CPS using the appropriate L+SA CIS w/o SKU where the quantity of each is different. For example, 100 Windows Server and 100 System Center licenses with Software Assurance can be combined as 100 CIS SA renewals (of the equivalent edition). 100 Windows Server and 50 System Center licenses with Software Assurance can be combined as 50 CIS licenses (of the equivalent edition) and 50 L&SA CIS w/o Windows Server. (4) Quantities of Windows Server and System Center without continuous Software Assurance will be added as full CIS subscriptions. SCEProdSelForm(VVVV)ExPRC(ENG)(Nov20l9) Page 3 of 4 Document X20-12875 Minimum Purchase Requirements SQL Server The quantity of SQL Per Core licenses needed for 50 cores OR 5 SQL Server editions with 250 CALs (SQL Server editions require CALs). BizTalk Server 24 Cores of any combination of Biztalk Server Editions. The SQL Server product family must be selected in the above table. 20 Licenses of any combination of: Visual Studio Enterprise with MSDN, Visual Studio Enterprise with GitHub Enterprise and MSDN Platforms. A Baseline License is required for each user of any software licensed through MSDN Visual Studio subscription. Use of MSDN Software includes, but is not limited to, developing and testing programs using the software as well as installing, configuring and managing the software. Examples of users include (but are not limited to): developers, testers, and other IT employees interacting with application development infrastructure. SharePoint Server 5 Servers. The SQL Server product family must be selected in the above table. Core All licensed Windows Server deployments must be licensed with an appropriate Infrastructure Core Infrastructure Suite SKU. Minimum order is 400 Core Licenses for Core Suites Infrastructure Server Suites Standard or Datacenter (either edition or any combination of both). For commercial customers in Argentina, Australia, Austria, Belgium, Canada, Chile, Denmark, Finland, France, Germany, Greece, Iceland, Ireland, Jamaica, Italy, Lichtenstein, Luxemburg, Netherlands, Norway, Portugal, Puerto Rico, South Africa, Spain, Sweden, Switzerland, Trinidad & Tobago, U.K., U.S., and Uruguay, Azure Monetary Commitment is no longer allowed to be purchased Azure Monetary as the only Server and Tools Product. Commitment Otherwise, if Azure Monetary Commitment is the only Server and Tools Product selected and the Enrollment is versioned 2016 or later, the Minimum Initial Order for Monetary Commitment is 10 Monetary Commitment units per month. If Azure Monetary Commitment is not the only Server and Tools Product selected, the Minimum Initial Order for Monetary Commitment is 1 Monetary Commitment unit per month. SCEProdSelForm(VVVV)ExPRC(ENG)(Nov20l9) Page 4 of 4 Document X20-12875 00 Microsoft Volume Licensing Previous Enrollment(s)/Agreement(s) Form Entity Name: City of Fort Worth Water Department Contract that this form is attached to: Server and Cloud Enrollment For the purposes of this form, "entity" can mean the signing entity, Customer, Enrolled Affiliate, Government Partner, Institution, or other party entering into a volume licensing program agreement. Please provide a description of the previous Enrollment(s), Agreement(s), Purchasing Account(s), and/or Affiliate Registration(s) being renewed or consolidated into the new contract identified above. a. Entity may select below any previous contract(s) from which to transfer MSDN subscribers to this new contract. Entity shall ensure that each MSDN subscriber transferred is either properly licensed under the new contract or is removed. b. Entity may select below only one previous contract from which to transfer the Software Assurance (SA) Benefit contact details, i.e., benefits contact (not the SA manager) and the program codes, to this new contract. c. An Open License cannot be used to transfer either the SA Benefit details or MSDN subscribers. d. The date of the earliest expiring Enrollment/Agreement that contains SA or Online Services will be the effective date of the new contract (or SA coverage period for Select Plus). e. Please insert the number of the earliest expiring Enrollment/Agreement with SA or Online Services in the appropriate fields of the new contract. u u ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ Prev EnrAgrForm(WW)(ENG)(Oct2019) Page 1 of 1 Document X20-12873 CITY COUNCIL AGENDA Official site of the City of Fort Worth, Texas FaR - 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 goods and services under the new agreement for more than four (4) years without seeking Council approval. BUSINESS EQUITY: A goal 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 I Program I Activity Budget I Reference # Amount ID ID Year (Chartfield 2) FROM Fund Department Account Project I Program Activity Budget I Reference # Amount ID ID Year I (Chartfield 2) Submitted for Citv Manaaer's Office bv:. Mark McDaniel (6316) Oriainatina 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.Ddf (CFW Internal)