HomeMy WebLinkAboutContract 61126DocuSign Envelope ID: 245E8666-22CB-47A8-8C24-985A2D3AB452 CSC No. 61126
FORT WORTH
CITY OF FORT WORTH
COOPERATIVE PURCHASE AGREEMENT
This Cooperative Purchase Agreement ("Agreement") is entered into by and between SHI
Government Solutions, Inc. ("Vendor") and the City of Fort Worth, ("City"), a Texas home rule
municipality.
The Cooperative Purchase Agreement includes the following documents which shall be construed in the
order of precedence in which they are listed:
OFFICIAL RECORD
CITY SECRETARY
l . This Cooperative Purchase Agreement;
FT. WORTH, TX
2. Exhibit A — Seller's Quotes and DIR-CPO-5237 Pricing Index;
3. Exhibit B — Texas Department of Information Resources, (DIR), DIR-CPO-5237; and
4. Exhibit C — Conflict of Interest Questionnaire.
The Exhibits referenced above, which are attached hereto and incorporated herein, are made a
part of this Agreement for all purposes. Vendor agrees to provide City with the services and goods
included in Exhibit A pursuant to the terms and conditions of this Cooperative Purchase Agreement,
including all exhibits thereto. If any provisions of the attached documents, conflict with the terms herein,
are prohibited by applicable law, conflict with any applicable rule, regulation or ordinance of City, the
terms in this Agreement shall control
City shall pay Vendor in accordance with the fee schedule in Exhibit A and in accordance with
the provisions of this Agreement. Total payment made under this Agreement for the first year by City
shall not exceed two million, nine hundred fifteen thousand dollars ($2,915,000.00) with an annual 10%
increase for years two and three. Vendor shall not provide any additional items or services or bill for
expenses incurred for City not specified by this Agreement unless City requests and approves in writing
the additional costs for such services. City shall not be liable for any additional expenses of Vendor not
specified by this Agreement unless City first approves such expenses in writing.
This Agreement shall be executed in support of Microsoft Enterprise Agreement City Secretary
Contract, (CSC), 57566-A3. The term for CSC 57566-A3 for one year beginning on April 1, 2024 and
ending on March 31, 2025. City shall be able to renew this agreement for two one-year renewal options
by written agreement of the parties. The purchase order for this renewal may be created up to thirty (30)
days prior. The authorized contract amount is per subscription term.
Vendor agrees that City shall, until the expiration of three (3) years after final payment under this
Agreement, or the final conclusion of any audit commenced during the said three years, have access to
and the right to examine at reasonable times any directly pertinent books, documents, papers and records,
including, but not limited to, all electronic records, of Vendor involving transactions relating to this
Agreement at no additional cost to City. Vendor agrees that City shall have access during normal
working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work
space in order to conduct audits in compliance with the provisions of this section. City shall give Vendor
reasonable advance notice of intended audits.
Notices required pursuant to the provisions of this Agreement shall be conclusively determined
to have been delivered when (1) hand -delivered to the other party, its agents, employees, servants or
representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3)
received by the other parry by United States Mail, registered, return receipt requested, addressed as
follows:
DocuSign Envelope ID: 245E8666-22CB-47A8-8C24-985A2D3AB452
To CITY:
City of Fort Worth
Attn: Mark McDaniel, Assistant City Manager
200 Texas Street
Fort Worth, TX 76102-6314
Facsimile: (817) 392-8654
With copy to Fort Worth City Attorney's Office
at same address
To VENDOR:
SHI Government Solutions, Inc.
ATTN: Legal Department
3828 Pecana Trail
Austin, TX 78749
Facsimile: 512-732-0232
VENDOR'S OBLIGATIONS HEREUNDER SHALL BE SECURED BY THE
REQUISITE INSURANCE COVERAGE REQUIRED BY CITY.
[Signature Page Follows]
DocuSign Envelope ID: 245E8666-22CB-47A8-8C24-985A2D3AB452
The undersigned represents and warrants that he or she has the power and authority to execute this
Agreement and bind the respective Vendor.
CITY OF FORT WORTH:
By: Mark k7an1d (Mar 15, 202414:46 CDT)
Name: Mark McDaniel
Title: Deputy City Manager
Date: Mar 15, 2024
APPROVAL RECOMMENDED:
By:
Name: Kevin Gunn
Title: Director of IT Solutions
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By:
Name: Jannette Goodall
Title: City Secretary
VENDOR:
SHI Government Solutions, Inc.
ByEDocuSigned by:
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Kristina Mann
Name: Sr. Manager - Contracts
Title: Date:
3/14/2024
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all performance
and reporting requirements.
'O g
By:
Name: Jeff Park
Title: Sr IT Solutions Manager
APPROVED AS TO FORM AND LEGALITY:
By:
Name: Taylor Paris
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: 24-0138
Approval Date: 02/27/2024
1295:2023-1107135
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
DocuSign Envelope ID: 245E8666-22CB-47A8-8C24-985A2D3AB452—XHIBIT A
DIR-CPO-5237
SHI Government Solutions
APPENDIX C PRICING INDEX
Cumulative Licensing Program (CLP) Education Level 3
Membershii Points target: 100,000+ 6.00%
points
Cumulative Licensing Program (CLP) Governmen Level 2
Membership Points target: 300,000+ 6.00%
points
Enterprise Agreement (comprised of subcategories as listed below)
Office Professional/Standarc Level D less 7.5%
Windows Pro Desktop Operating System Level D less 7.5% 18.25%
Core CAL/Enterprise CAL Suite (to include stanc
Level D less 6%
alone components
All other or additional EA licensinc Level D
Enterprise Subscription Agreemeni
Level D less 2%
18.25%
Select Plus Governmeni
Level D
18.00%
Select Plus Academii
Level D 18.00%
Enrollment for Education So ons .. .. .. I
Online Service
License/Software Assurance Pack, SA Step Up,
Upgrade/Software Assurance Pack
5.00%
14.00%
Azure pre -paid commitment and Calling Plar 0.00%
18.25%
This Contract covers the entire Microsoft Catalogue of products and Depending on
Related Services plus any and all government and education volume the Type of
licensing MSRP special Discount programs. Software License
negotiated
DocuSign Envelope ID: 245E8666-22CB-47A8-8C24-985A2D3AB452
DIR-CPO-5237
SHI Government Solutions
APPENDIX C PRICING INDEX
Software Related Services, such as installation, Configuration, etc., will be provided upon
request based on the following:
OF
DescriptionDISCOUNT
of Measure
AJ
Technical Consultant
1.00%
Hourly
Solution Architect
1.00%
Hourly
Senior Solution Architect
1.00%
Hourly
Project Management
1.00%
Hourly
Project Coordinator
1.00%
Hourly
Technician
1.00%
Hourly
Cable Technician
1.00%
Hourly
Engineer
1.00%
Hourly
SME/Data/Mobility Architect
1.00%
Hourly
Associate Consultant
1.00%
Hourly
Staff Augmentation
1.00%
Hourly
Implementation
1.00%
Hourly
Help Desk/Service Desk
1.00%
Hourly
Migration/Deployment
1.00%
Hourly
DevOps
1.00%
Hourly
Technical Review Level 1
1.00%
Hourly
Technical Solutions Level 1
1.00%
Hourly
Technical Solutoins Level II
1.00%
Hourly
Services hourly rate will be posted to the Vendor's contract website.
PLEASE NOTE: All prices quoted to Customers shall include the administrative fee. The
administrative fee = .75% x Customer Price
DocuSign Envelope ID: 245E8666-22CB-47A8-8C24-985A2D3AB452
J'GS
TX -City of Fort Worth
Jeff Park
TX
United States
Phone: (817) 392-1234
Fax:
Email: jeff.park@fortworthtexas.gov
All Prices are in US Dollar (USO)
Product
M365 G3 Unified FUSL GCC Sub Per User
Microsoft - Part#: AAD-34704
Contract Name: Adobe/Microsoft Software & Related Services
Contract#: DIR-CPO-5237
Coverage Term: 4/1/2024 - 3/31/2025
Note: Year 1 of 3
2 M365 F3 Unified GCC Sub Per User
Microsoft - Part#: AAD-63092
Contract Name: Adobe/Microsoft Software & Related Services
Contract#: DIR-CPO-5237
Coverage Term: 4/1 /2024 - 3/31/2025
Note: Year 1 of 3
3 Exchange Online P1 GCC SU Exchange Online Kiosk Per User
Microsoft - Part#: 3MS-00002
Contract Name: Adobe/Microsoft Software & Related Services
Contract#: DIR-CPO-5237
Coverage Term: 4/1/2024 - 3/31/2025
Note: Year 1 of 3
4 One❑rive business P1 GCC Sub Per User
Microsoft - Part#: 3NP-00002
Contract Name: Adobe/Microsoft Software & Related Services
Contract#: DIR-CPO-5237
Coverage Term: 4/1/2024 - 3/31/2025
Note: Year 1 of 3
5 Win Remote Desktop Services CAL Aing SA UCAL
Microsoft - Part#: 6VC-01254
Contract Name: Adobe/Microsoft Software & Related Services
Contract#: DIR-CPO-5237
Coverage Term: 4/1/2024 - 3/31/2025
Note: Year 1 of 3
6 Power BI Pro GCC Sub Per User
Microsoft - Part#: DDJ-00001
Pricing Proposal
Quotation #:
24366881
Reference#:
EA 90874107 Renewal
Created On:
1/11/2024
Valid Until:
3/31/2024
Microsoft Inside Account
Manager
Shaina Walker
290 Davidson Avenue
Somerset, NJ 08873
Phone: 732-868-6191
Fax:
Email: Shaina_Walker@shi.com
Qty Retail Your Price Total
4100 $475.20 $391.32 $1,604,412.00
4000 $103.20 $84.96 $339,840.00
1000 $18.48 $15.24 $15,240.00
1000 $56.40 $46.44 $46,440.00
23 $29.00 $23.89 $549.47
21 $112.80 $92.88 $1,950.48
DocuSign Envelope ID: 245E8666-22CB-47A8-8C24-985A2D3AB452
Contract Name: Adobe/Microsoft Software & Related Services
Contract#: DIR-CPO-5237
Coverage Term: 4/1/2024 - 3/31/2025
Note: Year 1 of 3
7
Power BI Premium P1 GCC Sub
$56,044.80 $46,160.28 $46,160.28
Microsoft - Part#: HKL-00002
Contract Name: Adobe/Microsoft Software & Related Services
Contract#: DIR-CPO-5237
Coverage Term: 4/1/2024 - 3/31/2025
Note: Year 1 of 3
8
Power Automate Premium GCC
3 $198.00 $163.08 $489.24
Microsoft- Part#: 105-00001
Contract Name: Adobe/Microsoft Software & Related Services
Contract#: DIR-CPO-5237
Coverage Term: 4/1/2024 - 3/31/2025
Note: Year 1 of 3
9
Visio P2 GCC Sub Per User
10 $169.20 $139.44 $1,394.40
Microsoft - Part#: P3U-00001
Contract Name: Adobe/Microsoft Software & Related Services
Contract#: DIR-CPO-5237
Coverage Term: 4/1/2024 - 3/31/2025
Note: Year 1 of 3
10
Project P3 GCC Sub Per User
5 $337.20 $277.68 $1,388.40
Microsoft - Part#: ?MS-00001
Contract Name: Adobe/Microsoft Software & Related Services
Contract#: DIR-CPO-5237
Coverage Term: 4/1/2024 - 3/31/2025
Note: Year 1 of 3
11
Visual Studio Pro MSDN Aing SA
6 $369.00 $303.92 $1,823.52
Microsoft - Part#: 77D-00111
Contract Name: Adobe/Microsoft Software & Related Services
Contract#: DIR-CPO-5237
Coverage Term: 4/1/2024 - 3/31/2025
Note: Year 1 of 3
12
Visual Studio Ent MSDN Aing SA
3 $1,287.00 $1,060.01 $3,180.03
Microsoft - Part#: MX3-00117
Contract Name: Adobe/Microsoft Software & Related Services
Contract#: DIR-CPO-5237
Coverage Term: 4/1/2024 - 3/31/2025
Note: Year 1 of 3
13
SQL Server Enterprise Core Aing SA 2L
90 $2,968.00 $2,444.54 $220,008.60
Microsoft - Part#: 7JQ-00343
Contract Name: Adobe/Microsoft Software & Related Services
Contract#: DIR-CPO-5237
Coverage Term: 4/1/2024 - 3/31/2025
Note: Year 1 of 3
14
Win Server DC Core Aing SA 2L
556 $152.00 $125.19 $69,605.64
Microsoft - Part#: 9EA-00278
Contract Name: Adobe/Microsoft Software & Related Services
Contract#: DIR-CPO-5237
Coverage Term: 4/1/2024 - 3/31/2025
Note: Year 1 of 3
15
Win Server Standard Core Aing SA 2L
150 $24.00 $19.77 $2,965.50
DocuSign Envelope ID: 245E8666-22CB-47A8-8C24-985A2D3AB452
Microsoft - Part#: 9EM-00270
Contract Name: Adobe/Microsoft Software & Related Services
Contract#: DIR-CPO-5237
Coverage Term: 4/1/2024 - 3/31/2025
Note: Year 1 of 3
16 Azure prepayment - US Gov
Microsoft - Part#: J5U-00001
Contract Name: Adobe/Microsoft Software & Related Services
Contract#: DIR-CPO-5237
Coverage Term: 4/1/2024 - 3/31/2025
Note: Year 1 of 3
25 $1,500.00 $1,235.52 $30,888.00
17 Teams AC with Dial Out US/CA GCC Sub Add -on 8100 $0.00
Microsoft - Part#: NYH-00001
Contract Name: Adobe/Microsoft Software & Related Services
Contract#: DIR-CPO-5237
Coverage Term: 4/1/2024 - 3/31/2025
Note: Year 1 of 3
18 Azure Monetary Commitment Provision
Microsoft - Part#: AAA-35418
Contract Name: Adobe/Microsoft Software & Related Services
Contract#: DIR-CPO-5237
Coverage Term: 4/1/2024 - 3/31/2025
Note: Year 1 of 3 ( billing enrollment# 9006714)
Additional Optional Items
Defender 0365 P1 GCC Sub Per User
Microsoft - Part#: 3GU-00001
Contract Name: Adobe/Microsoft Software & Related Services
Contract#: DIR-CPO-5237
Coverage Term: 4/1/2024 - 3/31/2025
Note: Year 1 of 3
M365 G3 Original GCC SU M365 F3 Sub Per User
Microsoft - Part#: AAD-14515
Contract Name: Adobe/Microsoft Software & Related Services
Contract#: DIR-CPO-5237
Coverage Term: 4/1/2024 - 3/31/2025
Note: Year 1 of 3
Power BI Premium P2 GCC Sub
Microsoft - Part#: HKR-00002
Contract Name: Adobe/Microsoft Software & Related Services
Contract#: DIR-CPO-5237
Coverage Term: 4/1/2024 - 3/31/2025
Note: Year 1 of 3
Power BI Premium P1 GCC Sub
Microsoft - Part#: HKL-00002
Contract Name: Adobe/Microsoft Software & Related Services
Contract#: DIR-CPO-5237
Coverage Term: 4/1/2024 - 3/31/2025
Note: Year 1 of 3
$0.00
20 $22.56
$0.00
$0.00
$0.00
$0.00
Total $2,386,335.56
$18.60
$363.60 $299.52
$372.00
$299.52
$112,144.80 $92,365.92 $92,365.92
$56,044.80 $46,160.28 $46,160.28
Additional Comments
DocuSign Envelope ID: 245E8666-22CB-47A8-8C24-985A2D3AB452
Please note, if Emergency Connectivity Funds (ECF) will be used to pay for all or part of this quote, please let us
know as we will need to ensure compliance with the funding program.
Hardware items on this quote may be updated to reflect changes due to industry wide constraints and
fluctuations.
Thank you for choosing SHI International Corp! The pricing offered on this quote proposal is valid through the
expiration date listed above. To ensure the best level of service, please provide End User Name, Phone Number,
Email Address and applicable Contract Number when submitting a Purchase Order. For any additional information
including Hardware, Software and Services Contracts, please contact an SHI Inside Sales Representative at (888)
744-4084. SHI International Corp. is 100% Minority Owned, Woman Owned Business. TAX ID# 22-3009648; DUNS# 61-
1429481; CCR#61-243957G; CAGE 1HTF0
The products offered under this proposal are resold in accordance with the terms and conditions of the Contract referenced under
that applicable line item.
DocuSign Envelope ID: 245E8666-22CB-47A8-8C24-985A2D3AB452
Pricing Proposal
Quotation #: 24366949
Reference #: SCE 48218734 Renewal (water)
GS Created On: 1 /11 /2024
jSF11 Valid Until: 3/31/2024
TX -City of Fort Worth
Microsoft Inside Account
Manager
Jeff Park
Shaina Walker
TX
290 Davidson Avenue
United States
Somerset, NJ 08873
Phone: (817) 392-1234
Phone:732-868-6191
Fax:
Fax:
Email: jeff.park@fortworthtexas.gov
Email: Shaina—Walker@shi.com
All Prices are in US Dollar (USD)
Product
Qty Retail
Your Price Total
1 SQL Server Enterprise Core ALng SA 2L
8 $2,820.00
$2,322.64 $18,581.12
Microsoft - Part#: 7JQ-00343
Contract Name: Adobe/Microsoft Software & Related Services
Contract#: DIR-CPO-5237
Coverage Term: 4/1 /2024 — 3/31 /2025
Note: Year 1 of 3
2 SQL Server Standard Core ALng SA 2L
42 $736.00
$606.19 $25,459.98
Microsoft - Part#: 7NQ-00292
Contract Name: Adobe/Microsoft Software & Related Services
Contract#: DIR-CPO-5237
Coverage Term: 4/1 /2024 — 3/31 /2025
Note: Year 1 of 3
3 Visual Studio Ent MSDN ALng SA
8 $1,287.00
$1,060.01 $8,480.08
Microsoft - Part#: MX3-00117
Contract Name: Adobe/Microsoft Software & Related Services
Contract#: DIR-CPO-5237
Coverage Term: 4/1 /2024 — 3/31 /2025
Note: Year 1 of 3
4 Win Server DC Core ALng SA 2L
128 $152.00
$125.19 $16,024.32
Microsoft - Part#: 9EA-00278
Contract Name: Adobe/Microsoft Software & Related Services
Contract#: DIR-CPO-5237
Coverage Term: 4/1 /2024 — 3/31 /2025
Note: Year 1 of 3
5 Win Server Standard Core ALng SA 2L
81 $24.00
$19.77 $1,601.37
Microsoft - Part#: 9EM-00270
Contract Name: Adobe/Microsoft Software & Related Services
Contract#: DIR-CPO-5237
Coverage Term: 4/1 /2024 — 3/31 /2025
Note: Year 1 of 3
Subtotal $70,146.87
Shipping $0.00
DocuSign Envelope ID: 245E8666-22CB-47A8-8C24-985A2D3AB452
Total $70,146.87
Additional Comments
Hardware items on this quote may be updated to reflect changes due to industry wide constraints and
fluctuations.
Thank you for choosing SHI-GS! The pricing offered on this quote proposal is valid through the expiration date set
above. To ensure the best level of service, please provide End User Name, Phone Number, Email Address and
applicable Contract Number when submitting a Purchase Order. SHI Government Solutions, Inc. is 100% Minority
Owned, Woman Owned Business. TAX ID# 22-3695478; DUNS# 14-724-3096
The products offered under this proposal are resold in accordance with the terms and conditions of the Contract referenced under
that applicable line item.
DocuSign Envelope ID: 245E8666-22CB-47A8-8C24-985A2D3AB452 _XHIBIT B
DIR Contract No. DIR-CPO-5237
SHI/Government Solutions, Inc.— 1223695478500
STATE OF TEXAS
DEPARTMENT OF INFORMATION RESOURCES
CONTRACT FOR PRODUCT, SERVICES, AND RELATED SERVICES
SHI/Government Solutions, Inc.
1 INTRODUCTION
1.1 Parties
This contract for Software, Commercial Off -the -Shelf (COTS) and Related Services (this
"Contract") is entered into between the State of Texas, acting by and through the
Department of Information Resources (hereinafter "DIR") with its principal place of
business at 300 West 15t" Street, Suite 1300, Austin, Texas 78701, and SHI/Government
Solutions, Inc. a Domestic For -Profit Corporation (hereinafter "Successful Respondent"),
with its principal place of business at 3828 Pecana Trail Austin, Texas 78749.
1.2 Compliance with Procurement Laws
This Contract is the result of compliance with applicable procurement laws of the State
of Texas. DIR issued a solicitation on the Comptroller of Public Accounts' Electronic State
Business Daily, Request for Offer (RFO) DIR-CPO-TMP-570, on February 2, 2023, for
Software, Commercial Off -the -Shelf (COTS) and Related Services (the "RFO"). Upon
execution of all Contracts, a notice of award for DIR-CPO-TMP-570, shall be posted by
DIR on the Electronic State Business Daily.
1.3 Order of Precedence
A. For transactions under this Contract, the order of precedence shall be as follows:
1. this Contract;
2. Appendix A, Standard Terms and Conditions;
3. Appendix B, Successful Respondent's Historically Underutilized Businesses
Subcontracting Plan;
4. Appendix C, Pricing Index;
5. Exhibit 1, RFO DIR-CPO-TMP-570, including all Addenda; and
6. Exhibit 2, Successful Respondent's Response to RFO DIR-CPO-TMP-570,
including all Addenda.
DocuSign Envelope ID: 245E8666-22CB-47A8-8C24-985A2D3AB452
DIR Contract No. DIR-CPO-5237
SHI/Government Solutions, Inc.— 1223695478500
B. Each of the foregoing documents is hereby incorporated by reference and
together constitute the entire agreement between DIR and Successful
Respondent.
1.4 Definitions
Capitalized terms used but not defined herein have the meanings given to them in
Appendix A, Standard Terms and Conditions.
2 TERM OF CONTRACT
The initial term of this Contract shall be up to two (2) years commencing on the date of
the last signature hereto (the "Initial Term"), with one (1) optional two-year renewal and
one (2) optional one-year renewal (each, a "Renewal Term"). Prior to expiration of the
Initial Term and each Renewal Term, this Contract will renew automatically under the
same terms and conditions unless either party provides written notice to the other party
at least sixty (60) days in advance of the renewal date stating that the party wishes to
discuss amendment or non -renewal.
3 OPTION TO EXTEND
Successful Respondent agrees that DIR may require continued performance under this
Contract and if such a case arises, the parties by mutual agreement may extend the term
as stated herein at the rates specified in this Contact following the expiration of the
Initial Term or any Renewal Term. This option may be exercised more than once, but the
total extension of performance hereunder shall not exceed ninety (90) calendar days.
Such extension of services shall be subject to the requirements of the Contract, with the
sole and limited exception that the original date of termination shall be extended
pursuant to this provision. DIR may exercise this option upon thirty (30) calendar days
written request to the Successful Respondent.
4 PRODUCT AND SERVICE OFFERINGS
Products and services available under this Contract are limited to Value Added Software
Reseller Products and Related Services for Microsoft and Adobe, as defined in Request
for Offer DIR-CPO-TMP-570 for Software, Commercial Off -the -Shelf (COTS) and Related
Services. At DIR's sole discretion, Successful Respondent may incorporate changes or
DIR-CPO-TMP-570 Page 2 of 10
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DocuSign Envelope ID: 245E8666-22CB-47A8-8C24-985A2D3AB452
DIR Contract No. DIR-CPO-5237
SHI/Government Solutions, Inc.— 1223695478500
make additions to its product and service offerings, provided that any changes or
additions must be within the scope of the RFO.
5 PRICING
5.1 Pricing Index
Pricing to Customers shall be as set forth in Appendix C, Pricing Index, and shall
include the DIR Administrative Fee (as defined below).
5.2 Customer Discount
A. The minimum Customer discount for all products and services will be the
percentage off List Price (as defined below) or MSRP (as defined below), as
applicable, as specified in Appendix C, Pricing Index. Successful Respondent
shall not establish a List Price or MSRP for a particular solicitation. For purposes
of this Section, "List Price" is the price for a product or service published in
Successful Respondent's price catalog (or similar document) before any discounts
or price allowances are applied. For purposes of this Section, "MSRP," or
manufacturer's suggested retail price, is the price list published by the
manufacturer or publisher of a product and available to and recognized by the
trade.
B. Customers purchasing products or services under this Contract may negotiate
additional discounts with Successful Respondent. Successful Respondent and
Customer shall provide the details of such additional discounts to DIR upon
request.
C. If products or services available under this Contract are provided at a lower price
to: (i) an eligible Customer who is not purchasing those products or services
under this Contract, or (ii) to any other customer under the same terms and
conditions provided for the State for the same products and services under this
contract, then the price of such products and services under this Contract shall be
adjusted to that lower price. This requirement applies to products or services
quoted by Successful Respondent for a quantity of one (1), but does not apply to
volume or special pricing purchases. Successful Respondent shall notify DIR
within ten (10) days of providing a lower price as described in this Section, and
this Contract shall be amended within ten (10) days to reflect such lower price.
DIR-CPO-TMP-570 Page 3 of 10
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DocuSign Envelope ID: 245E8666-22CB-47A8-8C24-985A2D3AB452
DIR Contract No. DIR-CPO-5237
SHI/Government Solutions, Inc.— 1223695478500
5.3 Changes to Prices
A. Subject to the requirements of this section, Successful Respondent may change
the price of any product or service upon changes to the List Price or MSRP, as
applicable. Discount levels shall not be subject to such changes, and will remain
consistent with the discount levels specified in this Contract.
B. Successful Respondent may revise its pricing by publishing a revised pricing list,
subject to review and approval by DIR. If DIR, in its sole discretion, finds that the
price of a product or service has been increased unreasonably, DIR may request
that Successful Respondent reduce the pricing for the product or service to the
level published before such revision. Upon such request, Successful Respondent
shall either reduce the pricing as requested, or shall remove the product or
service from the pricing list for this Contract. Failure to do so will constitute an act
of default by Successful Respondent.
5.4 Shipping and Handling
Prices to Customers shall include all shipping and handling fees. Shipments will be Free
On -Board Customer's Destination. No additional fees may be charged to Customers for
standard shipping and handling. If a Customer request expedited or special delivery,
Customer will be responsible for any additional charges for expedited or special delivery.
5.5 Travel Expenses
Pricing for services provided under this Contract are exclusive of any travel expenses
that may be incurred in the performance of such services. Travel expense
reimbursement may include personal vehicle mileage or commercial coach
transportation, hotel accommodations, parking, and meals; provided, however, the
amount of reimbursement by Customers shall not exceed the amounts authorized for
state employees as adopted by each Customer; and provided, further, that all
reimbursement rates shall not exceed the maximum rates established for state
employees under the current State Travel Management Program. Travel time may not
be included as part of the amounts payable by Customer for any services provided
under this Contract. The DIR Administrative Fee is not applicable to travel expense
reimbursement. Anticipated travel expenses must be pre -approved in writing by the
Customer. The Customer reserves the right not to pay travel expenses which are not
pre -approved in writing by the Customer.
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DIR Contract No. DIR-CPO-5237
SHI/Government Solutions, Inc.— 1223695478500
6 DIR ADMINISTRATIVE FEE
A. Successful Respondent shall pay an administrative fee to DIR based on the dollar
value of all sales to Customers pursuant to this Contract (the "DIR Administrative
Fee"). The amount of the DIR Administrative Fee shall be seventy-five hundredths
of a percent (0.75%) of all sales, net of returns and credits. For example, the
administrative fee for sales totaling $100,000 shall be $750.
B. All prices quoted to Customers shall include the DIR Administrative Fee. DIR
reserves the right to increase or decrease the DIR Administrative Fee during the
term of this Contract, upon written notice to Successful Respondent without
amending this Contract. Any increase or decrease in the DIR Administrative Fee
shall be incorporated in the price to Customers.
7 INTERNET ACCESS TO CONTRACT AND PRICING INFORMATION
In addition to the requirements listed in Appendix A, Section 7.2, Internet Access to
Contract and Pricing Information, Successful Respondent shall include the following
with its webpage:
A. A current price list or mechanism to obtain specific contract pricing;
B. MSRP/list price or DIR Customer price;
C. Discount percentage (%) off MSRP or List Price;
D. Warranty policies; and
E. Return policies.
F. A link to DIR's list of TX -RAMP certified Cloud Products; and
G. Service Level Agreements for each SaaS product awarded, including metrics and
method for calculating and reporting results, for:
service availability.
ii. recovery time objectives; and
iii. data loss tolerance levels (also known as recovery point objectives).
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DIR Contract No. DIR-CPO-5237
SHI/Government Solutions, Inc.— 1223695478500
8 USE OF ORDER FULFILLERS
8.1 Authorization to Use Order Fulfillers
Subject to the conditions in this Section 8, DIR agrees to permit Successful Respondent
to utilize designated order fulfillers to provide products, services, and support resources
to Customers under this Contract ("Order Fulfillers").
8.2 Designation of Order Fulfillers
A. Successful Respondent may designate Order Fulfillers to act as the distributors
for products and services available under this Contract. In designating Order
Fulfillers, Successful Respondent must be in compliance with the State's Policy on
Utilization of Historically Underutilized Businesses. DIR and Successful
Respondent will agree on the number of Order Fulfillers that are Historically
Underutilized Businesses as defined by the CPA.
B. In addition to the required Subcontracting Plan, Successful Respondent shall
provide DIR with the following Order Fulfiller information: Order Fulfiller name,
Order Fulfiller business address, Order Fulfiller CPA Identification Number, Order
Fulfiller contact person email address and phone number.
C. DIR reserves the right to require Successful Respondent to rescind any Order
Fulfiller participation or request that Successful Respondent name additional
Order Fulfillers should DIR determine it is in the best interest of the State.
D. Successful Respondent shall be fully liable for its Order Fulfillers' performance
under and compliance with the terms and conditions of this Contract. Successful
Respondent shall enter into contracts with Order Fulfillers and use terms and
conditions that are consistent with the terms and conditions of this Contract.
E. Successful Respondent may qualify Order Fulfillers and their participation under
the Contract provided that: i) any criteria is uniformly applied to all potential
Order Fulfillers based upon Successful Respondent's established, neutrally
applied criteria, ii) the criteria is not based on a particular procurement, and iii) all
Customers are supported under the criteria.
F. Successful Respondent shall not prohibit any Order Fulfiller from participating in
other procurement opportunities offered through DIR.
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DIR Contract No. DIR-CPO-5237
SHI/Government Solutions, Inc.— 1223695478500
8.3 Changes in Order Fulfiller
Successful Respondent may add or remove Order Fulfillers throughout the term of this
Contract upon written authorization by DIR. Prior to adding or removing Order Fulfillers,
Successful Respondent must make a good faith effort to revise its Subcontracting Plan
in accordance with the State's Policy on Utilization of Historically Underutilized
Businesses. Successful Respondent shall provide DIR with its updated Subcontracting
Plan and the Order Fulfillers information listed above.
8.4 Order Fulfiller Pricing to Customer
Order Fulfiller pricing to the Customer shall be in accordance with Section 5.
9 NOTIFICATION
All notices under this Contract shall be sent to a party at the respective address
indicated below.
If sent to the State:
Lisa Massock or Successor in Office
Chief Procurement Officer
Department of Information Resources
300 W. 15t" St., Suite 1300
Austin, Texas 78701
Phone: (512) 475-4700
Email: lisa.massock@dir.texas.aov
If sent to Successful Respondent:
Kristina Mann
Senior Manager / Contracts
SHI/Government Solutions, Inc.
3828 Pecana Trail
Austin, Texas 78749
Phone: (908) 547-9471
Email: Kristina mann@shi.com
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DIR Contract No. DIR-CPO-5237
SHI/Government Solutions, Inc.— 1223695478500
10 SOFTWARE LICENSE
10.1 Software License Agreement
A. Customers acquiring software licenses under this Contract shall hold, use, and
operate such software subject to compliance with the Software License
Agreement. Customer and Successful Respondent may agree to additional terms
and conditions that do not diminish a term or condition in the Software License
Agreement, or in any manner lessen the rights or protections of Customer or the
responsibilities or liabilities of Successful Respondent. Successful Respondent
shall make the Software License Agreement terms and conditions available to all
Customers at all times.
B. Compliance with the Software License Agreement is the responsibility of the
Customer. DIR shall not be responsible for any Customer's compliance with the
Software License Agreement.
11 CONFLICTING OR ADDITIONAL TERMS
A. The terms and conditions of this Contract shall supersede any additional
conflicting or additional terms in any additional service agreements, statement of
work, and any other provisions, terms, conditions, and license agreements,
including those which may be affixed to or accompany software upon delivery
(sometimes called shrink-wrap or click -wrap agreements), and any linked or
supplemental documents, which may be proposed, issued, or accepted by
Successful Respondent and Customer in addition to this Contract (such additional
agreements, "Additional Agreements"), regardless of when such Additional
Agreements are proposed, issued, or accepted by Customer. Notwithstanding the
foregoing, it is Customer's responsibility to review any Additional Agreements to
determine if Customer accepts such Additional Agreement. If Customer does not
accept such Additional Agreement, Customer shall be responsible for negotiating
any changes thereto.
B. Any update or amendment to an Additional Agreement shall only apply to
Purchase Orders for the associated product or service offering after the effective
date of such update or amendment; provided that, if Successful Respondent has
responded to a Customer's solicitation or request for pricing, any subsequent
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DIR Contract No. DIR-CPO-5237
SHI/Government Solutions, Inc.— 1223695478500
update or amendment to an Additional Agreement may only apply to a resulting
Purchase Order if Successful Respondent directly informs such Customer of such
update or amendment before the Purchase Order is executed.
C. Successful Respondent shall not require any Additional Agreement that: i)
diminishes the rights, benefits, or protections of Customer, or that alters the
definitions, measurements, or method for determining any authorized rights,
benefits, or protections of Customer; or ii) imposes additional costs, burdens, or
obligations upon Customer, or that alters the definitions, measurements, or
method for determining any authorized costs, burdens, or obligations upon
Customer.
D. If Successful Respondent attempts to do any of the foregoing, the prohibited
documents will be void and inapplicable to this Contract or the Purchase Order
between Successful Respondent and Customer, and Successful Respondent will
nonetheless be obligated to perform such Purchase Order without regard to the
prohibited documents, unless Customer elects instead to terminate such
Purchase Order, which in such case may be identified as a termination for cause
against Successful Respondent.
12 AUTHORIZED EXCEPTIONS TO APPENDIX A, STANDARD TERMS AND
CONDITIONS
No exceptions have been agreed to by DIR and Successful Respondent.
(Remainder of this page intentionally left blank.)
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DIR Contract No. DIR-CPO-5237
SHI/Government Solutions, Inc.— 1223695478500
This Contract is executed to be effective as of the date of last signature.
SHI/Government Solutions, Inc.
Authorized By: Sianature on File
Name: Kristina Mann
Title: Senior Manaaer / Contracts
Date: 9/20/2023
The State of Texas, acting by and through the Department of Information Resources
Authorized By: Sianature on File
Name: Lisa Massock
Title: Chief Procurement Officer
Date: 9/22/2023
Office of General Counsel: M.R.
Date: 9/22/2023
DIR-CPO-TMP-570 Page 10 of 10
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M&C Review Page 1 of 3
DocuSign Envelope ID: 245E8666-22CB-47A8-8C24-985A2D3AB452
Official site of the City of Fort Worth, Texas
CITY COUNCIL AGENDA FQRT� �I
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
http://apps.cfwnet.org/council_packet/mc review.asp?ID=31845&councildate=2/27/2024 3/5/2024
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Page 2 of 3
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.
http://apps.cfwnet.org/council_packet/mc review.asp?ID=31845&councildate=2/27/2024 3/5/2024
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Page 3 of 3
TO
Fund Department Account Project Program Activity Budget I Reference # Amount
ID ID Year I (Chartfield 2)
FROM
Fund Department Account Project Program Activity Budget I Reference # Amount
ID ID Year I (Chartfield 2)
Submitted for Citv Manaaer's Office bv: Mark McDaniel (6316)
Oriainatina Department Head: Kevin Gunn (2015)
Additional Information Contact: Sallie Trotter (8442)
ATTACHMENTS,
04MICROSOFT EA COOPERATIVE PURCHASE AGREEMENT SHI funds availabilitv.r)df (CFW Internal)
FID Table Microsoft EA-SHI 2024.XLSX (CFW Internal)
Form 1295 2023-1107135.r)df (CFW Internal)
http://apps.cfwnet.org/council_packet/mc review.asp?ID=31845&councildate=2/27/2024 3/5/2024
rvi "BIT C
DocuSign Envelope ID: 245E8666-22CB-47A8-8C24-985A2D3AB452
CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ
For vendor doing business with local governmental entity
This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. OFFICEUSEONLY
This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who Date Received
has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the
vendor meets requirements under Section 176.006(a).
By law this questionnaire must be filed with the records administrator of the local governmental entity not later
than the 7th business day after the date the vendor becomes aware of facts that require the statement to be
filed. See Section 176.006(a-1), Local Government Code.
A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An
offense under this section is a misdemeanor.
J Name of vendor who has a business relationship with local governmental entity.
J
❑ Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated
completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which
you became aware that the originally filed questionnaire was incomplete or inaccurate.)
J Name of local government officer about whom the information is being disclosed.
Name of Officer
41 Describe each employment or other business relationship with the local government officer, or a family member of the
officer, as described by Section 176.003(a)(2)(A). Also describe any family relationship with the local government officer.
Complete subparts A and B for each employment or business relationship described. Attach additional pages to this Form
CIQ as necessary.
A. Is the local government officer or a family member of the officer receiving or likely to receive taxable income,
other than investment income, from the vendor?
Yes F-1 No
B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction
of the local government officer or a family member of the officer AND the taxable income is not received from the
local governmental entity?
Yes F---] No
51 Describe each employment or business relationship that the vendor named in Section 1 maintains with a corporation or
other business entity with respect to which the local government officer serves as an officer or director, or holds an
ownership interest of one percent or more.
61
ElCheck this box if the vendor has given the local government officer or a family member of the officer one or more gifts
as described in Section 176.003(a)(2)(B), excluding gifts described in Section 176.003(a-1).
71
Signature of vendor doing business with the governmental entity Date
Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 1/1/2021
DocuSign Envelope ID: 245E8666-22CB-47A8-8C24-985A2D3AB452
CONFLICT OF INTEREST QUESTIONNAIRE
For vendor doing business with local governmental entity
A complete copy of Chapter 176 of the Local Government Code maybe found at http://www.statutes.legis.state.tx.us/
Docs/LG/htm/LG.176.htm. For easy reference, below are some of the sections cited on this form.
Local Government Code & 176.001(1-a): "Business relationship" means a connection between two or more parties
based on commercial activity of one of the parties. The term does not include a connection based on:
(A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an
agency of a federal, state, or local governmental entity;
(B) a transaction conducted at a price and subject to terms available to the public; or
(C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and
that is subject to regular examination by, and reporting to, that agency.
Local Government Code F
4 176.003(a)(2)(A) and (B):
(a) A local government officer shall file a conflicts disclosure statement with respect to a vendor if:
(2) the vendor:
(A) has an employment or other business relationship with the local government officer or a
family member of the officer that results in the officer or family member receiving taxable
income, other than investment income, that exceeds $2,500 during the 12-month period
preceding the date that the officer becomes aware that
(i) a contract between the local governmental entity and vendor has been executed;
or
(ii) the local governmental entity is considering entering into a contract with the
vendor;
(B) has given to the local government officer or a family member of the officer one or more gifts
that have an aggregate value of more than $100 in the 12-month period preceding the date the
officer becomes aware that:
(i) a contract between the local governmental entity and vendor has been executed; or
(ii) the local governmental entity is considering entering into a contract with the vendor.
Local Government Code 4 176.006(a) and (a-1)
(a) A vendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship
with a local governmental entity and:
(1) has an employment or other business relationship with a local government officer of that local
governmental entity, or a family member of the officer, described by Section 176.003(a)(2)(A);
(2) has given a local government officer of that local governmental entity, or a family member of the
officer, one or more gifts with the aggregate value specified by Section 176.003(a)(2)(B), excluding any
gift described by Section 176.003(a-1); or
(3) has a family relationship with a local government officer of that local governmental entity.
(a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator
not later than the seventh business day after the later of:
(1) the date that the vendor:
(A) begins discussions or negotiations to enter into a contract with the local governmental
entity; or
(B) submits to the local governmental entity an application, response to a request for proposals
or bids, correspondence, or another writing related to a potential contract with the local
governmental entity; or
(2) the date the vendor becomes aware:
(A) of an employment or other business relationship with a local government officer, or a
family member of the officer, described by Subsection (a);
(B) that the vendor has given one or more gifts described by Subsection (a); or
(C) of a family relationship with a local government officer.
Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 1/1/2021
DocuSign Envelope ID: 245E8666-22CB-47A8-8C24-985A2D3AB452
Microsoft
Program Signature Form
MBA/MBSA number
Agreement number 4942672
Volume Licensing
5-0000011267104 1
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.
erver and Cloud Enrollm(
Enterprise Amendment
Product Selection Form
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*
Printed First and Last Name*
Printed Title
Signature Date*
Tax ID
* indicates required field
Program SignForm(MSSign)(NA,LatAm)ExB RA, MLI(ENG)(May202O) Page 1 of 2
Document X20-12883
DocuSign Envelope ID: 245E8666-22CB-47A8-8C24-985A2D3AB452
Signature
Printed First and Last Name
Printed Title
Signature Date
(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)*
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 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
Program SignForm(MSSign)(NA,LatAm)ExB RA, MLI(ENG)(May2020) Page 2 of 2
Document X20-12883
DocuSign Envelope ID: 245E8666-22CB-47A8-8C24-985A2D3AB452
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
DocuSign Envelope ID: 245E8666-22CB-47A8-8C24-985A2D3AB452
"Azure Government Services" means one or more of the services or features Microsoft makes available to
Enrolled Affiliate under this Enrollment and identified at htti)://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 httD://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,
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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 httr)://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.
(1) 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:
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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.
(i) 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.
(i) 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,
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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.
(iii) 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:
(1) For step-up Licenses included on an initial order, Enrolled Affiliate may order according to
the true -up order process.
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(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.
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:
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(i) 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.
(1) 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.
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(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.
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:
(i) 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:
(i) 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.
(ii) 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.
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 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.
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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.
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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.
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
htti)s://www.microsoft.com/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
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.
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❑ 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.
D 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 entity). Warning: This contact
receives personally identifiable information of the entity.
* indicates required field
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
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By signing below, the Reseller identified above confirms that all information provided in this
Enrollment is correct.
Name of Reseller* SHI International Corp.
Signature* 5cottVohe,.r-ty
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.
(i) 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, No.
4. Upfront Payment.
Does Enrolled Affiliate wish to pay upfront as allowed in the Payment terms section of this Enrollment?
Yes, No.
SCE20241 EnrGov(US)SLG(ENG)(Oct2023) Page 12 of 12
Document X20-12115
DocuSign Envelope ID: 245E8666-22CB-47A8-8C24-985A2D3AB452
MM 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:
All licensed Windows Server deployments must
be licensed with an appropriate Core
Infrastructure Suite SKU except if purchased for
Core Infrastructure Suites 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:
(SCE38)SCEEnrAmend(WindowsServeronthe I I SCE38 I B
SCE)(WW)(ENG)(May2019)(IU).docx
AmendmentApp v4.0 SCE38 B
Page 1 of 1
DocuSign Envelope ID: 245E8666-22CB-47A8-8C24-985A2D3AB452
Microsoft Volume Licensing
Server and Cloud Enrollment
Product Selection Form
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.
New Subscription Licenses New Subscription Licenses MSU
New Licenses
New Licenses with Software
Assurance
Determining the number of Licenses and SKUs
LicSAPk
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.
SCE ProdSelForm (WW)ExPRC(ENG)(Nov2019) Page 1 of
Document X20-12875
DocuSign Envelope ID: 245E8666-22CB-47A8-8C24-985A2D3AB452
Baseline Licenses
Product selection Existing Baseline New Baseline Licenses
Licenses
Existing Licenses New New Licenses with
Product Server and Tools with Software Subscription Software
Family Product Assurance Licenses Assurance
SQL Server
Enterprise Per Core
16
SQL Server Standard
SQL Server('l
Per Core
84
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(21 N/A N/A
with MSDN
Visual Studio
N/A(21 N/A N/A
Premium with MSDN
POOR=,r:'
Visual Studio
Enterprise with MSDN
Visual Studio
Visual Studio
Enterprise with
GitHub Enterprise
Visual Studio Test
Professional with
MSDN
Azure DevOps Server
CAL
SCE ProdSelForm (WW)ExPRC(ENG)(Nov2019) Page 2 of 4
Document X20-12875
DocuSign Envelope ID: 245E8666-22CB-47A8-8C24-985A2D3AB452
Product Selection
Product
Server and Tools
Family
Product
Visual Studio
MSDN Platforms
(Continued)
SharePoint
SharePoint
Server
Server
Azure
Azure Monetary
Commitment
CIS Datacenter
CIS Standard
Windows Server
Datacenter
Core
Infrastructu re
System Center
Suite
Datacenter
Windows Server
Standard
System Center
Standard
Baseline Licenses
Existing Baseline New Baseline Licenses
Licenses
Existing Licenses New New Licenses with
with Software Subscription
Software Assurance
Assurance Licenses
The monetary commitment is tracked on the CPS if applicable
(3) N/A N/A
(3) N/A N/A
(3) N/A N/A
(3) N/A N/A
(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.
SCE ProdSelForm (WW)ExPRC(ENG)(Nov2019) Page 3 of 4
Document X20-12875
DocuSign Envelope ID: 245E8666-22CB-47A8-8C24-985A2D3AB452
Minimum Purchase Requirements
e-rociuct vamy
minimum initial sircier
15 SQL Server editions with 250 CALs (SQL Server editions reauire CALs).
BizTalk Server
24 Cores of any combination of Biztalk Server Editions. The SQL Server
1 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.
SCE ProdSelForm (WW)ExPRC(ENG)(Nov2019) Page 4 of 4
Document X20-12875
DocuSign Envelope ID: 245E8666-22CB-47A8-8C24-985A2D3AB452
ME! Microsoft Volume Licensing
Previous Enroliment(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.
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PrevEnrAgrForm(WW)(ENG)(Oct2019) Page 1 of 1
Document X20-12873