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HomeMy WebLinkAboutContract 55458CSC No. 55458 �`� Microsoft Program Signature Form MBA/MBSA n umber Agreementnumber 01E73535 Volume Licensing Note: Enter the applicable active num bers associated with the docum ents below. Microsoft requires the associated active num ber 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, orother party entering into a volume licensing program agreement. 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 * VaGe�ie warGri�r�toh Signature ,,� , ��, z � ,� Printed First and Last Name* Valerie Washington Printed Title Assistant City Manager Signature Date* Mar 24, 2021 Tax ID * indicates required field Microsoft Corporation Signature Printed First and Last Name Printed Title Signature Date (date MicrosoftAffiliate countersigns) Agreement Effective Date (may be differentthan MicrosofYs signaturedate) OFFICIAL RECORD CITY SECRETARY Prog ramSignForm(MSSign)(NA,LatAm)ExBRA,MLI(ENG)(May2020) FT. WORTH, TX ocumentX20-1288: 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. Optional 2"d Customer signature or Outsourcer signature (if applicable) Name of Entity (must be legal entity name)* Signature* Printed First and Last Name* Printed Title Signature Date* * 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 oris reporting multiple previous Enrollments, include the appropriateform(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, Customerwill 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) Page2 of2 Document X20-1288: [Executed effective as of the date signed by the Assistant City Manager below.] /[ACCEPTED AND AGREED:] City: By: Name Title: Date: VGi���/G� GUG�I�ZI�IGI�OGI Valerie Washington (Mar24, 2 ll4:45 CDT) Valerie Washington Assistant City Manager Mar 24, 2021 CITY OF FORT WORTH 1NTERNAL ROUTING PROCESS: Approval Recommended: �� �--� By: Name: Kevin Gunn Title: IT Solutions Director Approved as to Form and Legality � �28� B J trong (Mar 24, 2021 14: DT) Y� Name: ohn B. Strong Title: Assistant City Attorney Contract Authorization: M&C: 21-0168 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. �gL�/A� B�1. 6obby Lee(Mar23,20Z116:55 CDT) Name: Bobby Lee Title: Sr. IT Solutions Manager City Secretary: By: ��/�������U Name: Mary Kayser Title: City Secretary OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Enterprise Enrollment Product Selection Form MiCrosoft Volume Licensing Proposal ID Enrollment Number 1046425.003 Language: English(UnitedStates) Enrolled Affiliate's Enterprise Products and Enterprise Online Services summaryforthe initial order: Profile Qualified Device / User Devices Qualified Users Ratio Enterprise Product Platform CAL Licensing Model Enterprise 9101 9101 1.q No I Device Licenses Products Enterprise Quantity Windows Desktop WindowsEnterpriseOS Upgrade 910 Enrolled Affiliate's Product Quarrtities: Price Group 1 2 3 4 Enterprise Products Office Professional Plus + Office Client Access License + Client Access License Win E3 + Win E5 + 365 ProPlus + Office 365 (Plans Office 365 (Plans E1, E3 + Windows Intune + Win VDA + Microsoft E3 and E5) + Microsoft 365 and E5) + Microsoft 365 EMS USL + Microsoft 365 Enterprise Enterprise Enterprise 365 Enterprise Quantity 0 0 0 910 Enrolled Affiliate's Price Level: Product Offering / Pool Price Level Enterprise Products and Enterprise Online Services USLs: Unless otherwise indicated in associated contract documents, Price level set using the highest quantity from Groups 1 through 4. D Additional Product Application Pool: Unless otherwise indicated in associated contract documents, Price level set using quantity from Group 1. D Additional Product Server Pool: Unless otherwise indicated in associated contract documents, Price level set using the highest quantity from Group 2 or 3. D Additional Product Systems Pool: Unless otherwise indicated in associated contract documents, Price level set using quantity from Group 4. D NOTES Unless otherwise indicated in the associated contract documents, the price level for each Product offering / pool is set as described above, based upon the quantity to price level mapping below: Quantity of Licenses and Software Assurance Price Level 2,399 and below A CTM Page 1 of 2 Enterprise Enrollment Product Selection Form Microsoft I Volume Licensing 2,400 to 5,999 B 6,000 to 14,999 C 15,000 and above D Note 1: Enterprise Online Services may not be available in all locations. Please see the Product List for a list of locations where these may be purchased. Note 2: Enrolled Affiliate acknowledges that in order to use a third party to reimage the Windows Operating System Upgrade,Enrolled Affiliate must certify that it has acquired qualifying operating system licenses. The requirement applies to Windows Enterprise OS Upgrade.See Product Terms for details. Note 3: If Enrolled Affiliate does not order an Enterprise Product or Enterprise Online Service associated with an applicable Product pool, the price level for Additional Products in the same pool will be price level "A" throughout the term of the Enrollment. Refer to the Qualifying Government Entity Addendum pricing provision for more details on price leveling. CTM Page2of2 ��' Microsoft Enterprise Enrollment EnterpriseEnrollmentnumbe�- 48218734 (Microsoft to complete) Previous Enrollmentnumber $5331838 (Reseller to complete) Volume Licensing State and Local Framework ID (if applicable) This Enrollment must be attached to a signature form to be valid. This Microsoft Enterprise Enrollment is entered into between the entities as identified in the signature form as of the effective date. Enrolled Affiliate represents and warrants it is the same Customer, or an Affiliate of the Customer, that entered into the Enterprise Agreement identified on the program 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) the Online Services Terms, (6) any Supplemental Contact Information Form, Previous Agreement/Enrollment form, and other forms that may be required, and (7) any order submitted under this Enrollment. This Enrollment may only be entered into under a 2011 or later Enterprise Agreement. By entering into this Enrollment, Enrolled Affiliate agrees to be bound by the terms and conditions of the Enterprise Agreement. All terms used but not defined are located at http://www.microsoft.com/licensing/contracts. In the event of any conflict the terms of this Agreement control. 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. The renewal term will expire 36 full calendar months after the effective date of the renewal term. Terms and Conditions 1. Definitions. Terms used but not defined in this Enrollment will have the definition in the Enterprise Agreement. The following definitions are used in this Enrollment: "Additional ProducY' means any Product identified as such in the Product Terms and chosen by Enrolled Affiliate underthis Enrollment. "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 ora 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. EA20201 EnrGov(US)SLG(ENG)(Oct2019) Page 1 of 10 Document X20-1063E Membership in the Community is ultimately at MicrosofYs discretion, which may vary by Government Community Cloud Service. "Enterprise Online Service" means any Online Service designated as an Enterprise Online Service in the Product Terms and chosen by Enrolled Affiliate under this Enrollment. Enterprise Online Services are treated as Online Services, except as noted. "Enterprise ProducY' means any Desktop Plaiform Product that Microsoft designates as an Enterprise Product in the Product Terms and chosen by Enrolled Affiliate under this Enrollment. Enterprise Products must be licensed for all Qualified Devices and Qualified Users on an Enterprise-wide basis under this prog ram. "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. "GovernmenY' 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 MicrosofYs multi-tenant data centers for exclusive use by orfor 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. "Industry Device" (also known as line of business device) means any device that: (1) is not useable in its deployed corifiguration as a general purpose personal computing device (such as a personal computer), a multi-function server, or a commercially viable substituteforone of these systems; and (2) only employs an industry or task-specific software program (e.g. a computer-aided design program used by an architect or a point of sale program) ("Industry Program"). The device may include features and functions derived from Microsoft software or third-party software. If the device performs desktop functions (such as email, word processing, spreadsheets, database, network or Internet browsing, or scheduling, or personal finance), then the desktop functions: (1) may only be used for the purpose of supporting the Industry Program functionality; and (2) must be technically integrated with the Industry Program or employ technically enforced policies orarchitecture to operate only when used with the Industry Program functionality. "Managed Device" means any device on which any Affiliate in the Enterprise directly or indirectly controls one or more operating system environments. Examples of Managed Devices can befound in the Product Terms. "Qualified Device" means any device that is used by orfor the benefit of Enrolled Affiliate's Enterprise and is: (1) a personal desktop computer, portable computer, workstation, or similar device capable of running Windows Pro locally (in a physical orvirtual operating system environment), or (2) a device used to access a virtual desktop ir�frastructure ("VDI"). Qualified Devices do not include any device that is: (1) designated as a server and not used as a personal computer, (2) an Industry Device, or (3) not a Managed Device. At its option, the Enrolled Affiliate may designate any device excluded above (e.g., Industry Device) that is used by or for the benefit of the Enrolled Affiliate's Enterprise as a Qualified Device for all or a subset of Enterprise Products orOnline Services the Enrolled Affiliate hasselected. "Qualified User" means a person (e.g., employee, consultant, contingent staff) who: (1) is a user of a Qualified Device, or (2) accesses any server software requiring an Enterprise Product Client Access License or any Enterprise Online Service. It does not include a person who accesses server software or an Online Service solely under a License identified in the Qualified User exemptions in the Product Terms. "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-ups in the Product Terms, the License reserved by Enrolled Affiliate prior to use and for which Microsoft will make the Online Service available foractivation. EA20201 EnrGov(US)SLG(ENG)(Oct2019) Page 2 of 10 Document X20-1063E "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 purposedistrict, or other similar type of governmental instrumentality established by the laws of Customer's state and located within Customer's state'sjurisdiction and geographic boundaries. "Tribal Entity" means a federally recognized tribal entity performing tribal governmental functions and eligible forfunding 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 Prod uct. "Volume Licensing Site" means http://www.microsoft.com/licensing/contracts orasuccessorsite. 2. Order requiremenfs. a. Minimum order requirements. Enrolled Affiliate's Enterprise must have a minimum of 250 Qualified Users or Qualified Devices. The initial order must include at least 250 Licenses for Enterprise Products or Enterprise Online Services. (i) Enterprise commitment. Enrolled Affiliate must order enough Licenses to cover all Qualified Users or Qualified Devices, depending on the License Type, with one or more Enterprise Products or a mix of Enterprise Products and the corresponding Enterprise Online Services (as long as all Qualified Devices not covered by a License are only used by users covered with a user License). (ii) Enterprise Online Services only. If no Enterprise Product is ordered, then Enrolled Affiliate need only maintain at least 250 Subscription Licenses for Enterprise Online Services. b. Additional Products. Upon satisfying the minimum order requirements above, Enrolled Affiliate may orderAdditional Products. c. Use Rights for Enterprise Products. For Enterprise 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. d. Country of usage. Enrolled Affiliate must specify the countries where Licenses will be used on its initial order and on any additional orders. e. 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. f. Adding Products. (i) Adding new Products not previously ordered. New Enterprise Products or Enterprise Online Services may be added at any time by contacting a Microsoft Account Manager or Reseller. NewAdditional Products, otherthan Online Services, may be used if an order is placed in the month the Product is first used. For Additional Products that are Online Services, an initial orderforthe Online Service is required priorto use. EA20201 EnrGov(US)SLG(ENG)(Oct2019) Page 3 of 10 Document X20-1063E (ii) Adding Licenses for previously ordered Products. Additional Licenses for previously ordered Products other than Online Services may be added at any time but must be included in the next true-up order. Additional 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 otherLicenses. g. 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. (i) Enterprise Products. For Enterprise Products, Enrolled Affiliate must determine the number of Qualified Devices and Qualified Users (if ordering user-based Licenses) at the time the true-up order is placed and must order additional Licenses for all Qualified Devices and Qualified Users that are not already covered by existing Licenses, including any Enterprise Online Services. (ii) Additional Products. For Additional Products that have been previously ordered under this Enrollment, Enrolled Affiliate must determine the maximum number of Additional 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. (iii) Online Services. 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. (iv) Subscription License reductions. Enrolled Affiliate may reduce the quantity of Subscription Licenses at the Enrollment anniversary date on a prospective basis if permitted in the ProductTerms, asfollows: 1) For Subscription Licenses that are part of an Enterprise-wide purchase, Licenses may be reduced if the total quantity of Licenses and Software Assurance for an applicable group meets or exceeds the quantity of Qualified Devices and Qualified Users (if ordering user-based Licenses) identified on the Product Selection Form, and includes any additional Qualified Devices and Qualified Users added in any priortrue-up orders. Step-up Licenses do not count towards this total count. 2) For Enterprise Online Services that are not a part of an Enterprise-wide purchase, Licenses can be reduced as long as the initial order minimum requirements are maintained. 3) For Additional Products available as Subscription Licenses, Enrolled Affiliate may reduce the Licenses. If the License count is reduced to zero, then Enrolled Affiliate's use of the applicable Subscription License will becancelled. Invoices will be adjusted to reflect any reductions in Subscription Licenses at the true-up order Enrollment anniversary date and effective as of such date. (v) Update statement. An update statement must be submitted instead of a true-up order if, since the initial order or last true-up order, Enrolled Affiliate's Enterprise: (1) has not changed the number of Qualified Devices and Qualified Users licensed with Enterprise Products or Enterprise Online Services; and (2) has not increased its usage of Additional Products. This update statement must be signed by Enrolled Affiliate's authorized representative. (vi) True-up order period. The 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, and any license reservations within this 30 day period will not beaccepted. Enrolled Affiliate EA20201EnrGov(US)SLG(ENG)(Oct2019) Page4 of 10 Document X20-1063E may submit true-up orders more often to account for increases in Product usage, but an annual true-up order or update statement must still be submitted during the annual order period. (vii)Late true-up order. If the true-up order or update statement is not received when due, Microsoft will invoice Reseller for all Reserved Licenses not previously invoiced and Subscription License reductions cannot be reported until the following Enrollment anniversary date (or at Enrollment renewal, as applicable). h. Step-up Licenses. For Licenses eligible for a step-up under this Enrollment, Enrolled Affiliate may step-up to a higher edition orsuite as follows: (i) For step-up Licenses included on an initial order, Enrolled Affiliate may order according to the true-up process. (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. 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. Verifying compliance. Microsoft may, in its discretion and at its expense, verify compliance with this Enrollment as set forth in the Enterprise Agreement. 3. Pricing. a. Price Levels. For both the initial and any renewal term Enrolled Affiliate's Price Level for all Products ordered under this Enrollment will be Level "D" throughoutthe term of the Enrollment. b. Setting Prices. Enrolled Affiliate's prices for each Product or Service will be established by iis Reseller. Except for Online Services designated in the Product Terms as being exempt from fixed pricing, As long as Enrolled Affiliate continues to qualify for the same price level, MicrosofYs pricesfor Resellers foreach Product orService ordered will befixed throughout the applicable initial or renewal Enrollment term. MicrosofYs prices to Resellers are reestablished at the beginning of the renewal term. 4. Paymenf terms. For the initial or renewal order, Microsoft will invoice Enrolled Affiliate's Reseller in three equal annual installments. The first installment will be invoiced upon Microsoft's acceptance of this Enrollment and remaining installments will be invoiced on each subsequent Enrollment anniversary date. Subsequent orders are invoiced upon acceptance of the orderand Enrolled Affiliate may elect to pay annually or upfront forOnline Servicesand upfrontforallotherLicenses. 5. End of Enrollment term and fermination. a. General. At the Expiration Date, Enrolled Affiliate must immediately orderand pay for Licenses for Products it has used but has not previously submitted an order, except as otherwise provided in this Enrollment. Renewal option. At the Expiration Date of the initial term, Enrolled Affiliate can renew Products by renewing this Enrollment for one additional 36-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. EA20201 EnrGov(US)SLG(ENG)(Oct2019) Page 5 of 10 Document X20-1063E Microsoft may make changes to this program that will make it necessary for Customer and its Enrolled Affiliates to enter into new agreements and Enrollments at renewal. c. If Enrolled Affiliate elects not to renew. (i) 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 SoftwareAssurance. (ii) Online Services eligible for an Extended Term. 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 feature 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 year of the Extended Term, Enrolled Affiliate may terminate the Extended Term by submitting a notice of cancellation to Microsoft for each Online Service. Thereafter, either party may terminate the Extended Term by providing the other with a notice of cancellation for each Online Service. Cancellation will be effective at the end of the month following 30 days after Microsoft has received or issued the notice. � (iii) Subscription Licenses and Online Services not eligible for an Extended Term. If Enrolled Affiliate elects not to renew, the Licenses will be cancelled and will terminate as of the Expiration Date. Any associated media must be uninstalled and destroyed and Enrolled Affiliate's Enterprise must discontinue use. Microsoft may request written certification to verify compliance. Termination for cause. Any termination for cause of this Enrollment will be subject to the "Termination for cause" section of the Agreement. In addition, it shall be a breach of this Enrollment if Enrolled Affiliate or any Affiliate in the Enterprise that uses Government Community Cloud Services fails to meet and maintain the conditions of inembership in the definition of Community. e. Early termination. Any early termination of this Enrollment will be subject to the "Early Termination" Section of the Enterprise Agreement. For Subscription Licenses, in the event of a breach by Microsoft, or if Microsoft terminates an Online Service for regulatory reasons, Microsoft will issue Reseller a credit for any amount paid in advance forthe period aftertermination. Government Communify Cloud. a. 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 orto 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. b. All terms and conditions applicableto non-Government Community Cloud Services also apply EA20201 EnrGov(US)SLG(ENG)(Oct2019) Page 6 of 10 Document X20-1063E 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 samedomain. 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 notapply. (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. EA20201 EnrGov(US)SLG(ENG)(Oct2019) Page 7 of 10 Document X20-1063E EnrollmentDetails 1. Enrolled Affiliate's Enferprise. a. 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, notpartial offices, bureaus, agencies, ordepartments, orotherpartial 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: � Enrolled Affiliate only ❑ Enrolled Affiliate and all Affiliates ❑ Enrolled Affiliate and the following Affiliate(s) (Only identify specific affiliates to be included if fewer than all Affiliates are to be included in the Enterprise): ❑ Enrolled Affiliate and all Affiliates, with following Affiliate(s)excluded: b. Please indicatewhetherthe Enrolled Affiliate's Enterprisewill includeall newAffiliates acquired afterthe startofthis Enrollment: ExcludefutureAffiliates 2. Contact information. Each party will notify the other in writing if any of the information in the following contact iriformation page(s) changes. The asterisks (*) indicate required fields. By providing contact iriformation, Enrolled Affiliate consents to its usefor purposes of administering this Enrollment by Microsoft, its Affiliates, and other parties that help administerthis Enrollment. The personal information provided in connection with this Enrollment will be used and protected in accordance with the privacy statement available at https://www. microsoft.co m/licensing/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 contactforall purposes unless separate contacts are identified forspecificpurposes Name of entity (must be legal entity name)* City of Fort Worth Water Department Contact name* First Sallie Last Trotter Contact email address* Sallie.trotter@fortworthtexas.gov Street address* 1000 Throckmorton Street City* Fort Worth State* TX Postal code* 76102-6312- (Please provide the zip + 4, e.g. xxxxx-xxxx) Country* United States Phone* (817)392-8442 Tax ID * indicates required fields b. Notices contact and OnlineAdministrator. This contact(1) receives thecontractual notices, (2) is the Online Administratorforthe Volume Licensing Service Center and may grant online access to others, and (3) is authorized to order Reserved Licenses for eligible Online Servies, including adding or reassigning Licenses and stepping-up priorto a true-up order. EA20201 EnrGov(US)SLG(ENG)(Oct2019) Page 8 of 10 Document X20-1063E ❑X Same as primary contact (default if no information is provided below, even if the box is not checked). Contact name* First Sallie Last Trotter Contact email address* Sallie.trotter@fortworthtexas.gov Street address* 1000 Throckmorton Street City* Fort Worth State* TX Postal code* 76102-6312- (Please provide the zip + 4, e.g. xxxxx-xxxx) Country* United States Phone* (817)392-8442 Language preference. Choose the language fornotices. English ❑ This contact is a third party (not the Enrolled Affiliate). Warning: personally identifiable information of the Customerand itsAffiliates. * indicates required fields This contact receives c. Online Services Manager. This contact is authorized to manage the Online Services ordered under the Enrollment and (for applicable Online Services) to add or reassign Licenses and step-up prior to a true-up order. Same as notices contactand Online Administrator (default if no information is provided below, even if box is notchecked) Contact name*: First Sallie Last Trotter Contact email address* Sallie.trotter@fortworthtexas.gov Phone* (817)392-8442 ❑ This contact is from athird party organization (not the entity). Warning: This contact receives personally identifiable information of theentity. * indicates required fie/ds d. Reseller information. Reseller contactforthis Enrollment is: Reseller company name* SHI International Corp. Street address (PO boxes will not be accepted)* City* Somerset State* NJ Postal code* 08873-4145 Country* United States Contact name* Ashley Ferrell Phone* 888-764-8888 Contact email address* msteam@shi.com * indicates required fie/ds 290 Davidson Ave By signing below, the Reseller identified above confirms that all information provided in this Enrollment is correct. Signature*, Printed name* �shley Ferrell Printed title* Contracts Specialist Date* 3/19/2021 Changing a Reseller. If Microsoft orthe 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 EA20201 EnrGov(US)SLG(ENG)(Oct2019) Page 9 of 10 Document X20-1063E other party using a form provided by Microsoft at least 90 days prior to the date on which the change is to take effect. e. 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. (i) Additional noticescontact (ii) Software Assurance manager (iii) Subscriptions manager (iv) Customer Support Manager (CSM) contact 3. Financing elections. Is a purchase under this Enrollment being financed through MS Financing? ❑ Yes, 0 No. If a purchase under this Enrollment is financed through MS Financing, and Enrolled Affiliate chooses not to finance any associated taxes, it must pay these taxes directly to Microsoft. EA20201 EnrGov(US)SLG(ENG)(Oct2019) Page 10 of 10 Document X20-1063E ��' Microsoft Volume Licensing Previous Enrollment(s)/Agreement(s) Form Entity Name: City of Fort Worth Water Department Contract that this form is attached to: State Local Government For the purposes of this form, "entity" can mean the signing entity, Customer, Enrolled Affiliate, Government Partner, Institution, orother 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 orconsolidated 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). PrevEnrAgrForrn(WW)(ENG)(Oct2019) Page1 of1 Document X20-12873 e. Please insert the number of the earliest expiring Enrollment/Agreement with SA or Online Services in the appropriate fields of the new contract. �`� Microsoft Alternative Acceptance Form Volume Licensing Due to the extraordinary impact of the coronavirus (COVID-19), Microsoft and customers have implemented steps to protect personnel and the communities in which they live and work, including conducting business from remote locations and/or using different processes. As a result, Microsoft and Customer are utilizing this Alternative Acceptance Form in place of signing a Program Signature Form. Each party's authorized representative is accepting the contract documents shown on the Program Signature Form bearing the Proposal ID shown below ("Contract Documents") by typing their name and entering the date of acceptance on this Alternative Acceptance Form. The Agreement Effective Date shown below is the Agreement Effective Date shown on the Program Signature Form. For the purposes of this Alternative Acceptance Form, "Customer" means the Customer entity identified on the Program Signature Form bearing the same Proposal ID that appears on this form, and "MicrosofY' means the Microsoft entity orentities identified below. MBAIMBSA number: N/A Agreement number: 01E73535 Enrollment number: 48218734 Proposal ID: 1046425.003 PSF & 1046425.003_DTDF Opportunity ID (ifapplicable): N/A Agreement Effective Date: N/A To indicate its agreement, each party's duly authorized representative will complete this form by entering their name and the date of such party's acceptance below. Upon such completion of this form, each of Customer and Microsoft (1) agrees that it has received, read and understands this Alternative Acceptance Form, the Program Signature Form, and all Contract Documents, including any websites ordocuments incorporated by reference and any amendments, and (2) agrees to be bound by the terms of all such documents, as of the Agreement Effective Date. This Alternative Acceptance Form, when completed, will be incorporated into the Agreement noted above. Customer Entity Name: Name of Customer authorized representative: Customer acceptance date: City of Fort Worth Water Department Valerie Washington Mar 24, 2021 The above person is duly authorized on behalf of Customer to accept these Contract Documents. Customer will not challenge the enforceability or validity of the agreement formed by this alternative process or any of the Contract Documents based on its acceptance using this Alternative Acceptance Form. AAForm(MS,Cust)(WW)(ENG)(May2020) MAAF03 Page 1 of2 DocumentX20-12894 Enter applicable MicrosoftAffiliate: MicrosoftCorporation Name of Microsoftauthorized representative: Shirley Snyder Customer Care Specialist Microsoft acceptance date: � March 15, 2021 The above person is duly aufhorized on beha/f of Microsoft to accept these Confract Documents. Microsoft will not challenge the enforceability or validity of the agreement formed by this alternative process or any of the Contract Documents based on its acceptance using this A/ternative Acceptance Form. Optional Con�rmation ofAcceptance on Customer Request Once Microsoft returns to its normal business processes, if Customer repuests a Microsoft signature, an authorized representative of Microsoft will sign and deliver a copy of this Alternative Acceptance Form below to con�rm the effectiveness of the agreement as of the Agreement Effective Date shown above. �. . . . . . . -. Enter applicable MicrosoftAffiliate: <choose one> By signature of its duly authorized representative below, Microsoft hereby acknowledges, ratifies and confirms that the agreement referenced on this Alternative Acceptance Form was duly accepted, and is effective as of the Agreement Effective Date shown above. Signature: Printed First and Last Name: print your complete name Printed Title: print yourtitle Signature Date: enter the date you signed this form Confirmation ofAcceptance on Microsoft Request or Customer Election Once Microsoft returns to its normal business processes, if Microsoft requests a Customer signature or Customer e/ects to con�rm its original acceptance, an authorized representative of Customer will sign and deliver a copy of this A/ternative Acceptance Form below to confirm the effectiveness of the agreement as of the Agreement Effective Date shown above. �. . . . . . -. Customer Entity Name: enter Customer Entity name By signature of its duly authorized representative below, Company hereby acknowledges, ratifies and confirms that the agreement referenced on this Alternative Acceptance Form was duly accepted, and is effective as of the Agreement Effective Date shown above. Signature: Printed First and Last Name: print your complete name Printed Title: print yourtitle Signature Date: enter the date you signed this form AAForm(MS,Cust)(WW)(ENG)(May2020) MAAF03 Page2 of2 DocumentX20-12894 11111CroSo� I llolurn� Li��nsing Discount Transparency Disclosure Form Date: 2/11 /2021 Program: Enterprise 6 Enrollment Number: Ren ewal Quote Number: 1046425.003 Partner Name: SHI InternationalCorp. Reseller Address: 290 Davidson Ave Somerset, NJ, United States, 08873-4145 Discount Details For this enrollment, Microsoftprovided the Customer's Partner an additional discountoff of the Partner's Net Price. The Partner is req uired, by Microsoft, to pass on the additional discount to the Customer by red ucing the Microsoft Product resale price by an amounteq ual to or greater then the discount. Listed in the table below is the maximum price the par4�er may charge for the Microsoft Products to be ordered under this enrollment. The Maximum Resale Price (MRP) is calculated by subtracting the additional discount provided to the Partner, from the total estimated resale priceforthe Microsoft Products. Therequirementto passthrough theadditionaldiscount, does notmean thatMicrosoftis setting the Customer's actual price. Partners remain free to set the price charged for Microsoft Products atany pointeq ual to orbelowMRP. TheCustomer's actual pricewill beestablished bya sep arate agreement between Customer and its Partner. Ordered Products Currency Maximum Resale Price US Dollar 502,174 Note: The Maximum Resale Price listed in the table above only pertainsto the Microsoft Productsto be ordered underthis Enrollment. The content of this form has no impact on the Customer's price for Non-Microsoft products and services. Inthisform, thefollowing definitionsapply: "Custome�" means the entitythat may enterorhas entered into a Contractwith the Partner. "ContracY' means a binding agreement between the Partnerand Affiliate, underwhich Customerorders Productsfrom Partner. "MicrosofY' means (1) the entitythat has entered intoan agreement with Partnerunderwhich Partnermay place ordersfor Microsoft Productsforuse bythe Customerand (2)the affiliatesofsuch entity, asappropriate. "Maximum Resale Price" meansthe sumof the Estimated Retail Price forall Microsoft Products ordered underthe Customer Contract minus the aggregated discountoff of the Partner's Net Price provided by Microsoft listed in the currency in which the PartnerorPartner's resellertransactswith Microsoft. "ProducY' means all Microsoft Products identified in the Product Terms, such as all Software, Online Services, and otherweb- basedservices, includingpre-release orbetaversion.Microsoft productavailabilitymayvarybyregion. PdCtneP: SHI International Corp CUStOR1eP: Citv of Fort Worth WaterDepartrnent �aC2�/2 WafGu PO�r Signature of Customer'sauthorized representative: , `�� Printed name: Valerie Washington P1'inted title: Assistant City Manager Date: Mar 24, 2021 � City of Fort Worth, Texas Mayor and Council Communication DATE: 03/09/21 M&C FILE NUMBER: M&C 21-0168 LOG NAME: 04 MICROSOFT SOFTWARE LICENSES SUBJECT (ALL)Authorize the Execution of a Purchase Agreementwith SHI GovernmentSolutions, Inc. for MicrosoftSoftware, License, Maintenance, and Related Servicesforthe Information TechnologySolutions Department, Using Cooperative ContractDlR-TSO-4092 in an Annual Amountof $1,406,387.25 for a Three-Year Term Amount of $4,219,161.75 RECOMMENDATION: It is recommended thatthe City Council authorize the execution of a purchase agreementwith SHI GovernmentSolutions, Inc. for Microsoft software, license, maintenance, and related servicesforthe Information TechnologySolutions Departmentusing State of Texas Departmentof Information Resources Cooperative ContractDlR-TSO-4092, in an annual amountof $1,406,387.25 fora three-yearterm amount of $4,219,161.75. DISCUSSION: On March 3, 2018, City Council approved Mayorand Council Communication (M&C) P-12181 forthe execution of a purchase agreementwith SHI Governm ent Solutions, Inc. for Microsoft licenses. This action seeks to replace M&C P-12181 for continued services. The Information TechnologySolutions Department(ITS)will usethisagreementto purchase Microsoftsoftware licenses, maintenance, and related services fordesktops, laptops,tablets, smartphones,servers, and databases undera MicrosoftEnterprise Agreement(EA) forthe foundation Microsoft products used by most employees. Software under the EA includes, but is not limited to Windows Desktop and Server, Office, Exchange, Virus Protection, and required Client Access Licenses (CAL) to maintain licensing compliance. Significant benefits under this agreement include consistentsoftware availability regardless of the device type (desktop/laptop, tablet, smartphone), fastdeployment, and broad management controls. The contract pricing is based on the current license count but additional licenseswill be added as new devices are brought online. An authorization of $50,000.00 is requested to ensure thatthe ITS Department is able to payforadditional licenses acquired throughoutthe year. This"true-up"amountwasdetermined using historical growth data. ADDITIONAL ITS WATER IT LIBRARY TOTAL LICENSES Year 1 $ 1,199,911.5 $136,475.71 $20,000.0 $50,000.0 $ 1,406,387.2 Year 2 $ 1,199,911.5 $136,475.71 $20,000.0 $50.000.0 $ 1,406,387.2 Year 3 $ 1,199,911.5 $136,475.71 $20,000.0 $50,000.0 $ 1,406,387.25�I Tota $ 3,599,734.6 $409,427.13 $60,000.0 $150,000.0 $4,219,161.75�I ADMINISTRATIVE INCREASE — An administrative change orderor increase may be made by the City Manager up to the amountallowed by relevantlaw and the Fort Worth City Code and does notrequire specific City Council approvalas long as sufficientfunds have been appropriated. PRICE ANALYSIS —The Departmentof Information Resources (DIR) contractDlR-TSO-4092 offersfixed discounts. Staff reviewed the pricing and determined itto befairand reasonable. COOPERATIVE PURCHASE — State law providesthat a local governmentpurchasing an item undera cooperative purchasing agreement satisfies any state law requiring thatthe local governm ent seek com petitive bids for pu rchase of the item . D IR Contracts are com petitively bid to increase and simplify the purchasing powerof governmententities across the State of Texas. M/WBE OFFICE - A MBE/SBE goal is not assigned when purchasing from an approved purchasing cooperative or public entity. SUCCESSOR CONTRACTS - In the eventthat the cooperative contract is not renewed, staff would cease purchasing atthe end of the last purchase agreementcoincidingwith the valid cooperative contract. If the City Council were to notappropriate funds fora future year, staffwould stop making purchaseswhen the lastappropriation expires, regardless ofwhetherthe then-currentpurchase agreementhas expired. The Ciry initially use these cooperative contracts to make purchases authorized bythis M&C. The cooperative contracts expire on various dates. If the cooperative contract is extended, this M&C authorizesthe City to purchase similarservices under the extended contracts. If the cooperative contract is not extended, buta new cooperative contract is executed with the respective vendorwith substantially sim ilarterms as the previous cooperative contract, this M&C authorizes the Cityto purchase the services underthe new cooperative contract. AGREEMENT TERM —UponCityCouncil'sapproval,thisagreementwillcommenceuponexecutionbybothpartiesandexpireinaccordnace with DIR-TSO-4092 or applicable successorcontract.The agreementmay be renewed for additional terms according to the cooperative agreementat the City's options to renew. This action does not require specificCity Council approval provided that the City Council has appropriated sufficientfunds to satisfythe City's obligations during the renewal term. The Agreements may be renewed up to two (2) additional one-yearterms. FISCAL INFORMATION / CERTIFICATION: The Director of Finance certifiesthat funds are available in the current operating budget, as previouslyappropriated, in the participating departments' Operating Funds to supportthe approval of the above recom mendation and execution of the purchase agreement. Priorto any expenditure being incurred,the participatingdepartmentshavethe responsibilitytovalidatetheavailabilityoffunds. Submitted forCity Manager's Office by: Valerie Washington 6192 Oriqinating Business Unit Head: Kevin Gunn 2015 Additional Information Contact: Kevin Gunn 2015