HomeMy WebLinkAboutContract 50629-A4CSC No. 50659-A4
MM Microsoft
Program Signature Form
MBA/MBSA number
Agreement number 4942672
Volume Licensing
I7-36XHZWTJ3M
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.
Enterprise Enrollment (Indirect)
Enterprise Amendment
Product Selection Form
M97; M423 (NEW)
2652902.004_PSF
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
Signature* -.wr-
I, -k llcfl.. r l,I ;Apr _, 1011 1rl 1',6 CfIT;
Printed First and Last Name* Mark McDaniel
Printed Title Deputy City Manager
Signature Date* Apr 1, 2024
Tax ID
* indicates required field
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
ProgramSignForm(MSSign)(NA,LatAm)ExBRA,MLI(ENG)(May2020) Page 1 of 2
Document X20-12883
Microsoft Corporation
Signature 6Na&6/L
Printed First and Last Name Charles Watson
Printed Title Microsoft Authorized Signatory
Signature Date 03-29-2024
(date Microsoft Affiliate countersigns)
Agreement Effective Date
(may be different than Microsoft's signature date)
Optional 2nd Customer signature or Outsourcer signature (if applicable)
Name of Entity (must be legal entity name)* City Of Fort Worth
Signature* ��
i.i�rk V1, 11,, rl Inor _, 1-14'41,1111
Printed First and Last Name* Mark McDaniel
Printed Title Deputy City Manager
Signature Date* Apr 1, 2024
* indicates required field
Name of Entity (must be legal entity name)*
Signature*
Printed First and Last Name*
Printed Title
Signature Date*
* indicates required field
If Customer requires additional contacts or is reporting multiple previous Enrollments, include the
appropriate form(s) with this signature form.
After this signature form is signed by the Customer, send it and the Contract Documents to Customer's
channel partner or Microsoft account manager, who must submit them to the following address. When
the signature form is fully executed by Microsoft, Customer will receive a confirmation copy.
Microsoft Corporation
Dept. 551, Volume Licensing
6880 Sierra Center Parkway
Reno, Nevada 89511
USA
ProgramSignForm(MSSign)(NA,LatAm)ExBRA,MLI(ENG)(May2020) Page 2 of 2
Document X20-12883
[Executed effective as of the date signed by the Deputy City Manager above.] / [ACCEPTED
AND AGREED:]
CITY OF FORT WORTH INTERNAL ROUTING PROCESS:
Approval Recommended:
By:
/-�
Name:
Kevin Gunn
Title:
Director, IT Solutions
Approved as to Form and Legality
By:
Name: Taylor Paris
Title: Assistant City Attorney
Contract Authorization:
M&C: 24-0138
Approved: 2/27/24
1295: 2023-1107135
Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all
performance and reporting requirements.
By:
Name:
Jeff Park
Title:
Sr. IT Solutions Manager
City Secretary:
By:
/VI
Name:
Jannette Goodall
Title:
City Secretary
0o nnb
a° �O� FORt�°o9-id
�o
PV8 �=A
°aaau nEon54pa
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Microsoft
Enterprise Enrollment
Enterprise Enrollment number 88568453
(Microsoft to complete)
Previous Enrollment number g0874107
(Reseller to complete)
Framework ID
(if applicable)
State and Local
This Enrollment must be attached to a signature form to be valid.
This Microsoft Enterprise Enrollment is entered into between the entities as identified in the signature form
as of the effective date. Enrolled Affiliate represents and warrants it is the same Customer, or an Affiliate of
the Customer, that entered into the Enterprise Agreement identified on the program signature form.
This Enrollment consists of: (1) these terms and conditions, (2) the terms of the Enterprise Agreement
identified on the signature form, (3) the Product Selection Form, (4) the Product Terms, (5) any
Supplemental Contact Information Form, Previous Agreement/Enrollment form, and other forms that may
be required, and (6) any order submitted under this Enrollment. This Enrollment may only be entered into
under a 2011 or later Enterprise Agreement. By entering into this Enrollment, Enrolled Affiliate agrees to
be bound by the terms and conditions of the Enterprise Agreement.
All terms used but not defined are located at httD://www.microsoft.com/licensing/contracts. In the event of
any conflict the terms of this Agreement control.
Effective date. If Enrolled Affiliate is renewing Software Assurance or Subscription Licenses from one or
more previous Enrollments or agreements, then the effective date will be the day after the first prior
Enrollment or agreement expires or terminates. If this Enrollment is renewed, the effective date of the
renewal term will be the day after the Expiration Date of the initial term. Otherwise, the effective date will
be the date this Enrollment is accepted by Microsoft. Any reference to "anniversary date" refers to the
anniversary of the effective date of the applicable initial or renewal term for each year this Enrollment is in
effect.
Term. The initial term of this Enrollment will expire on the last day of the month, 36 full calendar months
from the effective date of the initial term. The renewal term will expire 36 full calendar months after the
effective date of the renewal term.
Terms and Conditions
1. Definitions.
Terms used but not defined in this Enrollment will have the definition in the Enterprise Agreement. The
following definitions are used in this Enrollment:
"Additional Product" means any Product identified as such in the Product Terms and chosen by Enrolled
Affiliate under this Enrollment.
"Community" means the community consisting of one or more of the following: (1) a Government, (2) an
Enrolled Affiliate using eligible Government Community Cloud Services to provide solutions to a
Government 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.
EA20241 EnrGov(US)SLG(ENG)(Oct2023) Page 1 of 10
Document X20-10636
Membership in the Community is ultimately at Microsoft's discretion, which may vary by Government
Community Cloud Service.
"Enterprise Online Service" means any Online Service designated as an Enterprise Online Service in the
Product Terms and chosen by Enrolled Affiliate under this Enrollment. Enterprise Online Services are
treated as Online Services, except as noted.
"Enterprise Product" means any Desktop Platform Product that Microsoft designates as an Enterprise
Product in the Product Terms and chosen by Enrolled Affiliate under this Enrollment. Enterprise Products
must be licensed for all Qualified Devices and Qualified Users on an Enterprise -wide basis under this
program.
"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.
"Industry Device" (also known as line of business device) means any device that: (1) is not useable in its
deployed configuration as a general purpose personal computing device (such as a personal computer), a
multi -function server, or a commercially viable substitute for one of these systems; and (2) only employs an
industry or task -specific software program (e.g. a computer -aided design program used by an architect or
a point of sale program) ("Industry Program"). The device may include features and functions derived from
Microsoft software or third -party software. If the device performs desktop functions (such as email, word
processing, spreadsheets, database, network or Internet browsing, or scheduling, or personal finance),
then the desktop functions: (1) may only be used for the purpose of supporting the Industry Program
functionality; and (2) must be technically integrated with the Industry Program or employ technically
enforced policies or architecture to operate only when used with the Industry Program functionality.
"Managed Device" means any device on which any Affiliate in the Enterprise directly or indirectly controls
one or more operating system environments. Examples of Managed Devices can be found in the Product
Terms.
"Qualified Device" means any device that is used by or for the benefit of Enrolled Affiliate's Enterprise and
is: (1) a personal desktop computer, portable computer, workstation, or similar device capable of running
Windows Pro locally (in a physical or virtual operating system environment), or (2) a device used to access
a virtual desktop infrastructure ("VDI"). Qualified Devices do not include any device that is: (1) designated
as a server and not used as a personal computer, (2) an Industry Device, or (3) not a Managed Device. At
its option, the Enrolled Affiliate may designate any device excluded above (e.g., Industry Device) that is
used by or for the benefit of the Enrolled Affiliate's Enterprise as a Qualified Device for all or a subset of
Enterprise Products or Online Services the Enrolled Affiliate has selected.
"Qualified User" means a person (e.g., employee, consultant, contingent staff) who: (1) is a user of a
Qualified Device, or (2) accesses any server software requiring an Enterprise Product Client Access
License or any Enterprise Online Service. It does not include a person who accesses server software or
an Online Service solely under a License identified in the Qualified User exemptions in the Product Terms.
"Reseller" means an entity authorized by Microsoft to resell Licenses under this program and engaged by
an Enrolled Affiliate to provide pre- and post -transaction assistance related to this agreement;
"Reserved License" means for an Online Service identified as eligible for true -ups in the Product Terms,
the License reserved by Enrolled Affiliate prior to use and for which Microsoft will make the Online Service
available for activation.
EA20241 EnrGov(US)SLG(ENG)(Oct2023) Page 2 of 10
Document X20-10636
"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,
or other similar type of governmental instrumentality established by the laws of Customer's state and
located within Customer's state's jurisdiction and geographic boundaries.
"Tribal Entity" means a federally recognized tribal entity performing tribal governmental functions and
eligible for funding and services from the U.S. Department of Interior by virtue of its status as an Indian
tribe.
"Use Rights" means, with respect to any licensing program, the use rights or terms of service for each
Product and version published for that licensing program at the Volume Licensing Site and updated from
time to time. The Use Rights include the Product -Specific License Terms, the License Model terms, the
Universal License Terms, the Data Protection Terms, and the Other Legal Terms. The Use Rights
supersede the terms of any end user license agreement (on -screen or otherwise) that accompanies a
Product.
"Volume Licensing Site" means htto://www.microsoft.com/licensing/contracts or a successor site.
2. Order requirements.
a. Minimum order requirements. Enrolled Affiliate's Enterprise must have a minimum of 250
Qualified Users or Qualified Devices. The initial order must include at least 250 Licenses for
Enterprise Products or Enterprise Online Services.
(i) Enterprise commitment. Enrolled Affiliate must order enough Licenses to cover all
Qualified Users or Qualified Devices, depending on the License Type, with one or more
Enterprise Products or a mix of Enterprise Products and the corresponding Enterprise
Online Services (as long as all Qualified Devices not covered by a License are only used
by users covered with a user License).
(ii) Enterprise Online Services only. If no Enterprise Product is ordered, then Enrolled
Affiliate need only maintain at least 250 Subscription Licenses for Enterprise Online
Services.
b. Additional Products. Upon satisfying the minimum order requirements above, Enrolled
Affiliate may order Additional Products.
c. Use Rights for Enterprise Products. For Enterprise Products, if a new Product version has
more restrictive use rights than the version that is current at the start of the applicable initial or
renewal term of the Enrollment, those more restrictive use rights will not apply to Enrolled
Affiliate's use of that Product during that term.
d. Country of usage. Enrolled Affiliate must specify the countries where Licenses will be used
on its initial order and on any additional orders.
e. Resellers. Enrolled Affiliate must choose and maintain a Reseller authorized in the United
States. Enrolled Affiliate will acquire its Licenses through its chosen Reseller. Orders must be
submitted to the Reseller who will transmit the order to Microsoft. The Reseller and Enrolled
Affiliate determine pricing and payment terms as between them, and Microsoft will invoice the
Reseller based on those terms. Throughout this Agreement the term "price" refers to reference
price. Resellers and other third parties do not have authority to bind or impose any obligation
or liability on Microsoft.
f. Adding Products.
(1) Adding new Products not previously ordered. New Enterprise Products or Enterprise
Online Services may be added at any time by contacting a Microsoft Account Manager or
Reseller. New Additional Products, other than Online Services, may be used if an order is
placed in the month the Product is first used. For Additional Products that are Online
Services, an initial order for the Online Service is required prior to use.
EA20241 EnrGov(US)SLG(ENG)(Oct2023) Page 3 of 10
Document X20-10636
(ii) Adding Licenses for previously ordered Products. Additional Licenses for previously
ordered Products other than Online Services may be added at any time but must be
included in the next true -up order. Additional Licenses for Online Services must be ordered
prior to use, unless the Online Services are (1) identified as eligible for true -up in the
Product Terms or (2) included as part of other Licenses.
g. True -up requirements. Enrolled Affiliate must submit an annual true -up order that accounts
for any changes since the initial order or last order. If there are no changes, then an update
statement must be submitted instead of a true -up order.
(1) Enterprise Products. For Enterprise Products, Enrolled Affiliate must determine the
number of Qualified Devices and Qualified Users (if ordering user -based Licenses) at the
time the true -up order is placed and must order additional Licenses for all Qualified Devices
and Qualified Users that are not already covered by existing Licenses, including any
Enterprise Online Services.
(ii) Additional Products. For Additional Products that have been previously ordered under
this Enrollment, Enrolled Affiliate must determine the maximum number of Additional
Products used since the latter of the initial order, the last true -up order, or the prior
anniversary date and submit a true -up order that accounts for any increase.
(iii) Online Services. For Online Services identified as eligible for true -up in the Product
Terms, Enrolled Affiliate may place a reservation order for the additional Licenses prior to
use and payment may be deferred until the next true -up order. Microsoft will provide a
report of Reserved Licenses ordered but not yet invoiced to Enrolled Affiliate and its
Reseller. Reserved Licenses will be invoiced retrospectively to the month in which they
were ordered.
(iv) Subscription License reductions. Enrolled Affiliate may reduce the quantity of
Subscription Licenses at the Enrollment anniversary date on a prospective basis if
permitted in the Product Terms, as follows:
1) For Subscription Licenses that are part of an Enterprise -wide purchase, Licenses may
be reduced if the total quantity of Licenses and Software Assurance for an applicable
group meets or exceeds the quantity of Qualified Devices and Qualified Users (if
ordering user -based Licenses) identified on the Product Selection Form, and includes
any additional Qualified Devices and Qualified Users added in any prior true -up orders.
Step-up Licenses do not count towards this total count.
2) For Enterprise Online Services in a given Product pool that are not a part of an
Enterprise -wide purchase, Licenses can be reduced as long as (a) the initial order
minimum requirements are maintained and (b) all then -active users of each Online
Service are included the total quantity of Licenses remaining after the reduction. An
Enrolled Affiliate may reduce Licenses for Online Services 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 section will
be invoiced to the Enrolled Affiliate for the time period the licenses were made
available.
3) For Additional Products available as Subscription Licenses, Enrolled Affiliate may
reduce the Licenses. If the License count is reduced to zero, then Enrolled Affiliate's
use of the applicable Subscription License will be cancelled.
Invoices will be adjusted to reflect any reductions in Subscription Licenses at the true -up
order Enrollment anniversary date and effective as of such date.
(v) Update statement. An update statement must be submitted instead of a true -up order if,
since the initial order or last true -up order, Enrolled Affiliate's Enterprise: (1) has not
changed the number of Qualified Devices and Qualified Users licensed with Enterprise
Products or Enterprise Online Services; and (2) has not increased its usage of Additional
EA20241 EnrGov(US)SLG(ENG)(Oct2023) Page 4 of 10
Document X20-10636
Products. This update statement must be signed by Enrolled Affiliate's authorized
representative.
(vi) True -up order period. The true -up order or update statement must be received by
Microsoft between 60 and 30 days prior to each Enrollment anniversary date. The third -
year true -up order or update statement is due within 30 days prior to the Expiration Date,
and any license reservations within this 30 day period will not be accepted. Enrolled Affiliate
may submit true -up orders more often to account for increases in Product usage, but an
annual true -up order or update statement must still be submitted during the annual order
period.
(vii)Late true -up order. If the true -up order or update statement is not received when due,
Microsoft may invoice Reseller for all Reserved Licenses not previously invoiced and
Subscription License reductions cannot be reported until the following Enrollment
anniversary date (or at Enrollment renewal, as applicable).
h. Step-up Licenses. For Licenses eligible for a step-up under this Enrollment, Enrolled Affiliate
may step-up to a higher edition or suite as follows:
(i) For step-up Licenses included on an initial order, Enrolled Affiliate may order according to
the true -up process.
(ii) If step-up Licenses are not included on an initial order, Enrolled Affiliate may step-up
initially by following the process described in the Section titled "Adding new Products not
previously ordered," then for additional step-up Licenses, by following the true -up order
process.
i. 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.
j. Verifying compliance. Microsoft may, in its discretion and at its expense, verify compliance
with this Enrollment as set forth in the Enterprise Agreement.
3. Pricing.
a. Price Levels. For both the initial and any renewal term Enrolled Affiliate's Price Level for all
Products ordered under this Enrollment will be Level "D" throughout the term of the Enrollment.
b. Setting Prices. Unless otherwise expressly agreed to by the parties and except for Online
Services designated in the Product Terms as being exempt from fixed pricing, Enrolled
Affiliate's prices for each Product or Service will be established by its Reseller. As long as
Enrolled Affiliate continues to qualify for the same price level, Microsoft's prices for Resellers
for each Product or Service ordered will be fixed throughout the applicable initial or renewal
Enrollment term. Microsoft's prices to Resellers are reestablished at the beginning of the
renewal term.
4. Payment terms.
For the initial or renewal order, Microsoft will invoice Enrolled Affiliate's Reseller in three equal annual
installments. The first installment will be invoiced upon Microsoft's acceptance of this Enrollment and
remaining installments will be invoiced on each subsequent Enrollment anniversary date. Subsequent
orders are invoiced upon acceptance of the order and Enrolled Affiliate may elect to pay annually or upfront
for Online Services and upfront for all other Licenses.
EA20241 EnrGov(US)SLG(ENG)(Oct2023) Page 5 of 10
Document X20-10636
5. 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 has not previously submitted an order, except as otherwise
provided in this Enrollment.
b. Renewal option. At the Expiration Date of the initial term, Enrolled Affiliate can renew
Products by renewing this Enrollment for one additional 36-month term or by signing a new
Enrollment. Microsoft must receive a Renewal Form, Product Selection Form, and renewal
order prior to or at the Expiration Date. Microsoft will not unreasonably reject any renewal.
Microsoft may make changes to this program that will make it necessary for Customer and its
Enrolled Affiliates to enter into new agreements and Enrollments at renewal.
c. If Enrolled Affiliate elects not to renew.
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) Online Services eligible for an Extended Term. For Online Services identified as eligible
for an Extended Term in the Product Terms, the following options are available at the end
of the Enrollment initial or renewal term.
1) Extended Term. Licenses for Online Services will automatically expire in accordance
with the terms of the Enrollment. An extended term 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 not eligible for an Extended Term. If
Enrolled Affiliate elects not to renew, the Licenses will be cancelled and will terminate as
of the Expiration Date. Any associated media must be uninstalled and destroyed and
Enrolled Affiliate's Enterprise must discontinue use. Microsoft may request written
certification to verify compliance.
d. Termination for cause. Any termination for cause of this Enrollment will be subject to the
"Termination for cause" section of the Agreement. In addition, it shall be a breach of this
Enrollment if Enrolled Affiliate or any Affiliate in the Enterprise that uses Government
Community Cloud Services fails to meet and maintain the conditions of membership in the
definition of Community.
e. Early termination. Any early termination of this Enrollment will be subject to the "Early
Termination" Section of the Enterprise Agreement.
EA20241 EnrGov(US)SLG(ENG)(Oct2023) Page 6 of 10
Document X20-10636
For Subscription Licenses, in the event of a breach by Microsoft, or if Microsoft terminates an
Online Service for regulatory reasons, Microsoft will issue Reseller a credit for any amount paid
in advance for the period after termination.
6. 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.
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.
EA20241 EnrGov(US)SLG(ENG)(Oct2023) Page 7 of 10
Document X20-10636
Enrollment Details
1. Enrolled Affiliate's Enterprise.
Identify which Agency Affiliates are included in the Enterprise. (Required) Enrolled Affiliate's Enterprise
must consist of entire offices, bureaus, agencies, departments or other entities of Enrolled Affiliate, not
partial offices, bureaus, agencies, or departments, or other partial entities. Check only one box in this
section. If no boxes are checked, Microsoft will deem the Enterprise to include the Enrolled Affiliate only. If
more than one box is checked, Microsoft will deem the Enterprise to include the largest number of Affiliates:
0 Enrolled Affiliate only
❑ Enrolled Affiliate and the following Affiliate(s):
Unless specifically identified above, all Affiliates of Customer, either existing at the execution of this
Enrollment or created or acquired after the execution of this Enrollment, will be excluded from the
Enterprise. To request that an additional Affiliate be included in Customer's Enterprise, Customer must
identify an Affiliate to Microsoft in writing and provide any required documentation. Microsoft will reasonably
review requests under this paragraph and may approve the inclusion of an Affiliate in Customer's Enterprise
in its sole discretion.
1. 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
httDs://www.microsoft.com/licensina/servicecenter.
a. Primary contact. This contact is the primary contact for the Enrollment from within Enrolled
Affiliate's Enterprise. This contact is also an Online Administrator for the Volume Licensing
Service Center and may grant online access to others. The primary contact will be the default
contact for all purposes unless separate contacts are identified for specific purposes
Name of entity (must be legal entity name)* City of Fort Worth
Contact name: First* Sallie Middle Last* Trotter
Contact email address* Sallie.Trotter@fortworthtexas.gov
Street address* 1000 Throckmorton St.
City* Fort Worth
State* 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 fields
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 Servies,
including adding or reassigning Licenses and stepping -up prior to a true -up order.
❑ Same as primary contact (default if no information is provided below, even if the box is not
checked).
EA20241 EnrGov(US)SLG(ENG)(Oct2023) Page 8 of 10
Document X20-10636
Contact name: First* Jeff Middle Last* Park
Contact email address* Jeff.Park@fortworthtexas.gov
Street address* 1000 Throckmorton St.
City* Fort Worth
State* TX
Postal code* 76102-6312 -
(Please provide the zip + 4, e.g. xxxxx-xxxx)
Country* United States
Phone* 817-392-8483
Language preference. Choose the language for notices. English
❑ This contact is a third party (not the Enrolled Affiliate). Warning: This contact receives
personally identifiable information of the Customer and its Affiliates.
* indicates required fields
c. Online Services Manager. This contact is authorized to manage the Online Services ordered
under the Enrollment and (for applicable Online Services) to add or reassign Licenses and
step-up prior to a true -up order.
❑ Same as notices 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* 817-392-8483
❑ This contact is from a third party organization (not the entity). Warning: This contact
receives personally identifiable information of the entity.
* indicates required fields
d. Reseller information. Reseller 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* NJ
Postal code* 08873-4145
Country* United States
Contact name* Kai Williams
Phone* 888-764-8888
Contact email address* msteam@shi.com
* indicates required fields
By signing below, the Reseller identified above confirms that all information provided in this
Enrollment is correct.
Signature* KavWiiUc�
Printed name* Kai Williams
Printed title*
Date*
* indicates required fields
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.
EA20241 EnrGov(US)SLG(ENG)(Oct2023) Page 9 of 10
Document X20-10636
e. If Enrolled Affiliate requires a separate contact for any of the following, attach the Supplemental
Contact Information form. Otherwise, the notices contact and Online Administrator remains
the default.
(i) Additional notices contact
(ii) Software Assurance manager
(iii) Subscriptions manager
(iv) Customer Support Manager (CSM) contact
1. Financing elections.
Is a purchase under this Enrollment being financed through MS Financing? ❑ Yes, 0 No.
If a purchase under this Enrollment is financed through MS Financing, and Enrolled Affiliate chooses not to
finance any associated taxes, it must pay these taxes directly to Microsoft.
EA20241 EnrGov(US)SLG(ENG)(Oct2023) Page 10 of 10
Document X20-10636
00 Microsoft
Volume Licensing
Previous Enroll ment(s)/Agreement(s) Form
Entity Name: City of Fort Worth
Contract that this form is attached to: State Local Government
For the purposes of this form, "entity" can mean the signing entity, Customer, Enrolled Affiliate,
Government Partner, Institution, 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.
Prev EnrAgrForm(WW)(ENG)(Oct2019) Page 1 of 1
Document X20-12873
in Microsoft Volume Licensing
Amendment to Contract Documents
Enrollment Number
7-36XHZWTJ3M
These amendments are entered into between the parties identified on the attached program signature
form. They amend the Enrollment or Agreement identified above. All terms used but not defined in
these amendments will have the same meanings provided in that Enrollment or Agreement.
Enterprise Enrollment
Invoice for Quoted Price
Amendment ID M97
The price quoted to Enrolled Affiliate is a fixed price based on an estimated order submission date.
Microsoft will invoice Enrolled Affiliate based on this fixed price quote. If this order is submitted later
than the estimated order submission date, Enrolled Affiliate will be charged for net new Monthly
Subscriptions (including Online Services) for the period during which these services were not provided.
For Indirect models, Pricing to Enrolled Affiliate is agreed between Enrolled Affiliate and Enrolled
Affiliate's Reseller.
SKU Number
SKU Description
Existing Quantity
Incremental
quantities
AAD-34704
M365 G3 Unified FUSL
20
4080
GCC Sub Per User
P3U-00001
Visio P2 GCC Sub Per 13
7
User
3MS-00002
Exchange Online P1
1000
GCC SU Exchange
Online Kiosk Per User
0
AAD-63092
M365 F3 Unified GCC
0
4000
Sub Per User
3NP-00002
OneDrive business P1
0
1000
GCC Sub Per User
105-00001
Power Automate
0
3
Premium GCC Sub Per
User
HKL-00002
Power BI Premium P1
0
1
GCC Sub
DDJ-00001
Power BI Pro GCC Sub
21
0
Per User
7MS-00001
Project P3 GCC Sub Per
5
0
User
NYH-00001
Teams AC with Dial Out
20
8080
US/CA GCC Sub Add -on
AmendmentApp v4.0
M97,M423
B
Page 1 of 4
SKU Number SKU Description Existing Quantity Incremental
quantities
AmendmentApp v4.0 M97,M423 B
Page 2 of 4
Enterprise Enrollment
Multiple Azure Billing Tenants Under a Single
Enrollment
Amendment ID M423
1. Definitions.
"Azure Billing Tenant" means the environment established by Microsoft on its multi -tenant servers from
which a customer accesses Microsoft Azure Services.
"Lead Enrollment" means the Enrollment identified above.
"Billing Tenant Enrollment" means the enrollment associated with an Azure Billing Tenant established
for a Tenant Affiliate under this Amendment.
"Tenant Administrator" means any licensed user of an Azure Billing Tenant that has its role set to "Global
Administrator" in the profile settings in the Tenant User Administration page of the tenant portal.
"Tenant Affiliate" means an Affiliate, department, or any user group included in the Enrolled Affiliate's
Enterprise who will access the Azure Billing Tenant that is identified in the Tenant Information Excel
Form attached as an Appendix to this Amendment.
2. The parties agree to the following Billing Tenant Enrollment Terms as
follows:
a. Tenant Affiliate Access and Enrolled Affiliate Obligations. Each Tenant Affiliate may
access each Azure Billing Tenant and its corresponding Billing Tenant Enrollment identified in
the Tenant Information Excel Form attached as an Appendix to this Amendment. Enrolled
Affiliate acknowledges and agrees that: (i) it is the sole Enrolled Affiliate; (ii) it is the sole
Licensee with respect to each Billing Tenant Enrollment; and, (iii) it is solely responsible for
ensuring that each of its Tenant Affiliate's comply with the terms and conditions set forth in the
Lead Enrollment and any subsequent amendment hereof.
b. Tenant Administrator User Credentials. Each Tenant Administrator must have its own,
unique, login credential and shall manage each Azure Billing Tenant separately. No two Azure
Billing Tenants may share one Tenant Administrator login credential or data object(s).
c. Azure Prepayment. Each Tenant Affiliate can purchase an Azure Prepayment; however, the
allocated funds for such commitment cannot be transferred between Azure Billing Tenants and
Tenant Affiliates.
d. Purchasing
(i) Purchase eliaibilitv. Billing Tenant Enrollments may only be used to purchase Microsoft
Azure Services and Microsoft Azure Services Plans.
(ii) Pricing. The price for Microsoft Azure Services and Microsoft Azure Services Plans
purchased under a Billing Tenant Enrollment will be based on the pricelist current as
of the Billing Tenant Enrollment Effective Date. Any price adjustment to a Billing Tenant
Enrollment will be applicable only to that Billing Tenant Enrollment.
(iii) Initial Order. Each Billing Tenant Enrollment must include an initial order
(iv) Billina Tenant Enrollment Effective Date. The effective date of a Billing Tenant
Enrollment will be the processing date of the initial order.
e. Orders. Enrolled Affiliate must submit separate orders, on behalf of each Billing Tenant
Enrollment. Orders shall be governed by the terms set forth in the Lead Enrollment, except as
AmendmentApp v4.0 M97,M423 B
Page 3 of 4
specified in this Amendment. Orders are not transferrable between Billing Tenant Enrollments.
Billing Tenant Enrollment acceptance and order reminders will be sent to the contact(s)
identified on the Lead Enrollment only.
f. Notices Contact and Online Services Manager. Each Billing Tenant Enrollment, shall have
its own Notices Contact and Online Services Manager as listed in the Tenant Information Excel
Form attached as an Appendix to this Amendment. The Notices Contact and Online Services
Manager is authorized to manage the Microsoft Azure Services obtained under the related
Billing Tenant Enrollment.
g. The expiration date, anniversary dates, payment dates and applicable taxes for each Billing
Tenant Enrollment shall be the same as in the Lead Enrollment.
h. Warning: If the Online service Manager Contact is third party (not Enrolled Affiliate) please be
aware that this contact receives personally identifiable information of the Customer and it
Affiliates.
This Amendment must be attached to a signature form and accompanies by the Tenant
Information Excel Form to be valid. The Number of Tenant (s) listed in the Tenant Information
Excel form file is:1
Appendix Tenant Information Excel Form is attached
Except for changes made by these amendments, the Enrollment or Agreement identified above remains
unchanged and in full force and effect. If there is any conflict between any provision in these
amendments and any provision in the Enrollment or Agreement identified above, these amendments
shall control.
This Amendment must be attached to a signature form to be valid.
Microsoft Internal Use Only:
(M97)EnrAmend(lnd)(InvoiceforQuotedPrice)(
WW)(ENG)(Jan2023)v2(IU).docx
(M423)EnrMultiTenant(MultipleAzureBillingTe
nantsUnderASingleEnrollment)(WW)(ENG)(M
ar2022)(IU).docx
M97 B
M423 PLSS
AmendmentApp v4.0 M97,M423 B
Page 4 of 4
Enterprise Enrollment Product Selection Form
Microsoft I Volume Licensing
Proposal ID Enrollment Number
2652902.004
Language: English (United States)
Enrolled Affiliate's Enterprise Products and Enterprise Online Services summary for the initial order:
Profile Qualified Devices Qualified Users Device / User Ratio CAL Licensing Model
Enterprise 4,100 4,100 1.0 User Licenses
Products Enterprise Quantity
Microsoft 365 Enterprise
M365 G3 GCC USL Unified 4,100
Enrolled Affiliate's Product Quantities:
Price Group 1 2 3 4
Enterprise Products Office Professional Plus + M365 Apps for Client Access License Client Access License Win E3 + Win ES +
Enterprise + Office 365 (Plans E3 and E5) +Office 365 (Plans + Windows Intune+ Win VDA+ Microsoft
+ Microsoft 365 Enterprise E1, E3 and E5) + EMS USL+ Microsoft 365 Enterprise
Microsoft 365 365 Enterprise
Enterprise
Quantity 4100 4100 4100 4100
Enrolled Affiliate's Price Level:
Product Offering / Pool I Price Level
Enterprise Products and Enterprise Online Services USLs: Unless otherwise indicated in associated contract documents, Price level set
using the highest quantity from Groups 1 through 4. D
Additional Product Application Pool: Unless otherwise indicated in associated contract documents, Price level set using quantity from
Group 1. D
Additional Product Server Pool: Unless otherwise indicated in associated contract documents, Price level set using the highest quantity
from Group 2 or 3. D
Additional Product Systems Pool: Unless otherwise indicated in associated contract documents, Price level set using quantity from Group
4. D
Unless otherwise indicated in the associated contract documents, the price level for each Product offering / pool is set as described above, based upon the
quantity to price level mapping below:
EA-EASProdSelForm(W W)(ENG)
CTM
Page 1 of 2
MS Quote
Enterprise Enrollment Product Selection Form Microsoft I Volume Licensing
Quantity of Licenses and Software Assurance
2,399 and below
2,400 to 5,999
6,000 to 14,999
15,000 and above
Note 1: Enterprise Online Services may not be available in all locations. Please see the Product List for a list of locations where these may be purchased.
Note 2: If Enrolled Affiliate does not order an Enterprise Product or Enterprise Online Service associated with an applicable Product pool, the price level for
Additional Products in the same pool will be price level "A" throughout the term of the Enrollment. Refer to the Qualifying Government Entity Addendum pricing
provision for more details on price leveling.
EA-EASProdSelForm(W W)(ENG)
CTM
Page 2 of 2
MS Quote
CITY COUNCIL AGENDA
Official site of the City of Fort Worth, Texas
FaR -
Create New From This M&C
REFERENCE **M&C 24- 04MICROSOFT EA
DATE: 2/27/2024 NO.: 0138 LOG NAME: COOPERATIVE PURCHASE
AGREEMENT SHI
CODE: C TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT. (ALL) Authorize the Execution of a Cooperative Purchase Agreement with SHI
Government Solutions, Inc. for Microsoft Software, Licenses, Maintenance, and Related
Services in an Annual Amount Up to $2,915,000.00 for Year One, $3,206,500.00 for Year
Two, and $3,527,150.00 for Year Three and Authorize an Amendment to City Secretary
Contract (CSC) 57566 with Microsoft Corporation for Unified Enterprise Support Services
in the Annual Amount of $225,000.00 with Up to a 10% Annual Increase and Renewal
Options for the Information Technology Solutions Department
RECOMMENDATION:
It is recommended that the City Council authorize the execution of a cooperative purchase agreement
with SHI Government Solutions, Inc. for Microsoft software, licenses, maintenance, and related
services in an annual amount up to $2,915,000.00 for year one, $3,206,500.00 for year two, and
$3,527,150.00 for year three and authorize Authorize an amendment to City Secretary Contract
(CSC) 57566 with Microsoft Corporation for Unified Enterprise Support Services in the amount of
$225,000.00 with up to a 10\% annual increase and renewal options for the Information Technology
Solutions Department.
DISCUSSION:
This Mayor and Council Communication (M&C) is to request authorization to execute a cooperative
purchase agreement with SHI Government Solutions, Inc. (SHI) using Texas Department of
Information Resources (DIR) DIR-CPO-5237 in an annual amount up to $2,915,000.00 for year one,
$3,206,500.00 for year two, and $3,527,150.00 for year three. This M&C also requests authorization to
amend City Secretary Contract (CSC) 57566 with Microsoft Corporation (Microsoft) using DIR-CPO-
4911 for an annual amount of $225,000.00, with up to a 10\% annual increase and renewal options.
The Information Technology Solutions Department (ITS) will use the agreement with SHI to purchase
Microsoft software licenses, maintenance, and related services for desktops, laptops, tablets,
smartphones, servers, and databases under a Microsoft Enterprise Agreement (EA) for the foundation
Microsoft products used by most City employees. Significant benefits under this Microsoft EA include
consistent software availability regardless of the device type, fast deployment, and broad management
controls.
There are 4 separate agreements represented, CFW Enterprise, CFW Water, CFW Library (under a
non-profit agreement), and the Unified Support agreement.
ITS will use the Microsoft CSC 57566 amendment to purchase Unified Enterprise Support Services for
all Microsoft products for a one-year period beginning April 1, 2024 through March 31, 2025.
Annual amounts for each Microsoft agreement and Unified Enterprise Support Services are listed
below.
Microsoft EA Licensing Three -Year Term
SHI Government Solutions DIR-CPO-5237
CFW Enterprise
Water IT
Library
Total
(Non -Profit)
Year 1 $ 2,750,000.00
$ 100,000.00
$ 65,000.00
$ 2,915,000.00
Year 2 $ 3,025,000.00
$ 110,000.00
$ 71,500.00
$ 3,206,500.00
Year 3 $ 3,327,500.00
$ 121,000.00
$ 78,650.00
$ 3,527,150.00
Microsoft Unified Enterprise Support Services
Microsoft DIR-CPO-4911
Unified Enterprise Support April 1, 2024
$225,000.00
through March 31, 2025
COOPERATIVE PURCHASE: State law provides that a local government purchasing an item under a
cooperative purchase agreement satisfies State laws requiring that the local government seek
competitive bids for purchase of the item. Cooperative contracts have been competitively bid to
increase and simplify the purchasing power of local government entities across the State of Texas.
SUCCESSOR CONTRACTS: The City will initially use the DIR contracts to make purchases
authorized by this M&C. In the event a DIR cooperative contract is not renewed, staff would cease
purchasing at the end of the last purchase agreement coinciding with a valid cooperative contract. If
the City Council were to not appropriate funds for a future year, staff would stop making purchases
when the last appropriation expires, regardless of whether the then -current purchase agreement has
expired.
In the event a DIR cooperative agreement is not extended, but DIR executes a new cooperative
agreement with substantially similar terms, this M&C authorizes the City to purchase the goods and
services under the new DIR contract. If this occurs, in no event will the City continue to purchase
goods and services under the new agreement for more than four (4) years without seeking Council
approval.
BUSINESS EQUITY: A goal is not assigned when purchasing from an approved purchasing
cooperative or public entity.
ADMINISTRATIVE CHANGE ORDER: An administrative change order or increase may be made by
the City Manager up to the amount allowed by relevant law and the Fort Worth City Code and does not
require specific City Council approval as long as sufficient funds have been appropriated.
AGREEMENT TERM: Upon City Council's approval and execution of the cooperative purchase
agreement with SHI and execution of the CSC 57566 contract amendment with Microsoft, the initial
term of the agreements will become effective once executed by the Assistant City Manager and will
expire in accordance with the respective DIR cooperative contracts with options to renew.
RENEWAL OPTIONS: The agreements may be renewed for up to four (4) one-year renewal terms, in
accordance with the underlying cooperative agreement, at the City's option. This action does not
require specific City Council approval provided that the City Council has appropriated sufficient funds
to satisfy the City's obligations during the renewal period.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that funds are available in the current operating & capital budgets, as
previously appropriated, in the Info Technology Systems Fund and the ARPA ITS Initiatives project
within the Grants Cap Projects Federal Fund, to support the approval of the above recommendation
and execution of the agreements. Prior to an expenditure being incurred, the Information Technology
Solutions Department has the responsibility to validate the availability of funds.
TO
Fund Department Account Project I Program I Activity Budget I Reference # Amount
ID ID Year (Chartfield 2)
FROM
Fund Department Account Project I Program Activity Budget I Reference # Amount
ID ID Year I (Chartfield 2)
Submitted for Citv Manaaer's Office bv:. Mark McDaniel (6316)
Oriainatina Denartment Head: Kevin Gunn (2015)
Additional Information Contact: Sallie Trotter (8442)
ATTACHMENTS
04MICROSOFT EA COOPERATIVE PURCHASE AGREEMENT SHI funds availabilitv.Ddf (CFW Internal)
FID Table Microsoft EA-SHI 2024.XLSX (CFW Internal)
Form 1295 2023-1107135.Ddf (CFW Internal)