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HomeMy WebLinkAboutContract 61126-A4Docusign Envelope ID: 02F3DE83-A229-455E-9CFF-9F36394D4D82 FOURTH AMENDMENT TO CSC No. 61126-A4 FORT WORTH CITY SECRETARY CONTRACT NO. 61126 This Fourth Amendment to Fort Worth City Secretary Contract No. 61126 ("Fourth Amendment") is made between the City of Fort Worth ("City"), a municipal corporation and SHI Government Solutions, Inc. ("Vendor,") a Texas corporation. City and Vendor are each individually referred to herein as a "party" and collectively referred to as the "parties." WHEREAS, City and Vendor entered into an Agreement identified as City Secretary Contract No. 61126 beginning April 1, 2024 (the "Agreement") through Texas Department of Information Resources (DIR) Cooperative Contract No. DIR-CPO-5237 to provide Microsoft Enterprise Agreements; WHEREAS, on April 1, 2024, the Parties agreed to amend this Agreement to integrate "Enterprise Enrollment (Indirect) X20-1063 6," "Product Selection Form 265 .4824. 005 _ P SF," and "Discount Transparency Disclosure Form 2654824.005_DTDF" in order to co-term licensing under one Enterprise Enrollment for Fort Worth Public Library licenses; WHEREAS, on April 1, 2024, the Parties agreed to amend this Agreement to integrate "Server and Cloud Enrollment X20-12115," "Enterprise Amendment SCE38 (NEW)," and "Product Selection Form X20-12875" in order to co-term licensing under one Enterprise Enrollment for Fort Worth Water Department licenses; WHEREAS, on April 15, 2024, the Parties agreed to amend this Agreement to integrate "Enterprise Enrollment (Indirect) X20-10636," "Product Selection Form 265.4824.005_PSF," and "Discount Transparency Disclosure Form 2654824.005_DTDF" to the City-wide licenses, and to include "Enterprise Amendment M507 (NEW)" to change the minimum ordering requirements for the Fort Worth Public Library's Non-Profit Enrollment license; WHEREAS, it is the collective desire of the parties to amend the Agreement include "Amendment M71 (88568453)" to integrate Visual Studio license from Fort Worth Secretary Contract No. 55306, Fort Worth Secretary Contract No. 55457, and Fort Worth Secretary Contract No. 55458 over to this Agreement by adding a provision for Unexpired Software Assurance and/or Prepaid Online Services; WHEREAS, it is the collective desire of the parties to amend this Agreement so that the first renewal term ("Year 2") begins on March 1, 2025 while the expiration date of March 31, 2026 remains, should the Parties agree to the first renewal term, so that purchase orders can be released before the next renewal term begins to ensure continuing services; WHEREAS, it is the collective desire of the parties to amend this Agreement so that the second renewal term ("Year 3") begins on March 1, 2026 while the expiration date of March 31, 2027 remains, should the Parties agree to the second renewal term, so that purchase orders can be released before the next renewal term begins to ensure continuing services; and Fourth Amendment to Fort Worth City Secretary Contract No. 61126 Page 1 of3 Docusign Envelope ID: 02F3DE83-A229-455E-9CFF-9F36394D4D82 WHEREAS, all other terms, provisions, conditions, covenants and recitals of the Agreement not expressly amended herein shall remain unchanged; NOW THEREFORE, known by all these present, the Parties, acting herein by and through their duly authorized representatives, agree to the following terms, which amend the Agreement as follows: I. AMENDMENTS 1. The Agreement is hereby amended to include Amendment M71 (88568453) attached hereto as "Exhibit A-2" and incorporated herein by reference for all purposes. 2. The Agreement is hereby amended so that Year 2 begins on March 1, 2025, while the expiration date of March 31, 2026 remains, should the Parties agree to the first renewal term. 3. The Agreement is hereby amended so that Year 3 begins on March 1, 2026, while the expiration date of March 31, 2027 remains, should the Parties agree to the second renewal term. 4. The total annual contract amount for Year 2 will remain at an amount not to exceed $3,206,500.00. II. MISCELLANEOUS All other terms, provisions, conditions, covenants and recitals of the Agreement not expressly amended herein shall remain in full force and effect. [Signature Page Follows] Fourth Amendment to Fort Worth City Secretary Contract No. 6ll26 Page 2 of 3 Docusign Envelope ID: 02F3DE83-A229-455E-9CFF-9F36394D4D82 [Executed effective as of the date signed by the Assistant City Manager below.] I [ACCEPTED AND AGREED:] City: By: Name: Richard Zavala Title: Interim Assistant City Manager Date: Feb 26, 2025 Sm Government Solutions, Inc. C�= = �By: _____,_ . N l,c.,.,h&@-'lfl""l'l"""0!9""JMa.....-.lffl-. .-. ------ame: Title: Director -Contracts Date: 2/19/2025 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: Hye Won Kim Title: Assistant City Attorney Contract Authorization: M&C: 24-0138 Approval Date: 02/27/2024 Form 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: Name: Jannette Goodall Title: City Secretary Fourth Amendment to Fort Worth City Secretary Contract No. 61126 Page 3 of3 Richard Zavala Interim Assistant City Manager Docusign Envelope ID: 02F3DE83-A229-455E-9CFF-9F36394D4D82 �.licrosoft Corporation Signature ��,� Lt/G�erL Printed First and Last Name Charles Watson Printed Title Microsoft Authorized Signatory Signature Date o1-09-2024 (date Microsoft Affiliate countersigns) Agreement Effective Date (may be different than Microsoft's signature date) Optional 2"d Customer signature or Outsourcer signature (if applicable) Name of Entity (must be legal entity name)* Signature* Printed First and Last Name* Printed Title Signature Date* * indicates required field Name of Entity (must be legal entity name)* Signature* Printed First and Last Name* Printed Title Signature Date* � indicates required field If Customer requires additional contacts 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 Docusign Envelope ID: 02F3DE83-A229-455E-9CFF-9F36394D4D82 �`�` M�CCOS�ft Amendment to Contract Documents Enrollment Number 88568453 Volume Licensing 5-0000012282898 This amendment ("AmendmenY') 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. Enterprise Credit for Enrollment Unexpired SA and/or Prepaid Online Services Amendment ID M71 The parties agree that the Enrollment 88568453 is amended by adding the following provision: Microsoft provides credit for unexpired Software Assurance and/or prepaid Online Services that are being renewed into the Enrollment from 9B4CAFA1. To receive unexpired Software Assurance and/or Online Services credit from multiple prior enrollments and/or agreements, a Previous Agreement/Enrollment Form for each such enrollment or agreement must be attached. The inclusion of unexpired Software Assurance or Online Services credit in the Enrollment referenced above does not waive Enrolled Affiliate's responsibility to pay any outstanding or future invoices associated with the expiring agreement(s) and/or enrollment(s) referenced above. This Amendment shall automatically terminate upon any termination or expiration of the Enrollment. In addition, Microsoft shall have the right to immediately terminate the Enrollment in the event of Enrolled Affiliate's Customer breach of any obligation in this Amendment. 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 On (M71)EnrAmend(CreditforUnexpiredSAandor PrepaidOnlineServices)(W11�(ENG)(Oct2021) M71 PLSS AmendmentApp v4.0 M71 PLSS Page 1 of 1 Docusign Envelope ID: 02F3DE83-A229-455E-9CFF-9F36394D4D82 CITY COUNCIL AGENDA Create New From This M8�C DATE: 2/27/2024 REFERENCE **M&C 24- NO.: 0138 CODE: C TYPE: CONSENT LOG NAME: PUBLIC HEARING: ��i RT'��'il RT I I -��- 04MICROSOFT EA COOPERATIVE PURCHASE AGREEMENT SHI � 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) Docusign Envelope ID: 02F3DE83-A229-455E-9CFF-9F36394D4D82 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 through March 31, 2025 �225,000.00 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 Program Activity Budget Reference # Amount ID ID � I Year �(Chartfield 2) � � Docusign Envelope ID: 02F3DE83-A229-455E-9CFF-9F36394D4D82 Submitted for City Manager's Office by_ Originating Department Head: Additional Information Contact: Mark McDaniel (6316) Kevin Gunn (2015) Sallie Trotter (8442) ATTACHMENTS 04MICROSOFT EA COOPERATIVE PURCHASE AGREEMENT SHI funds availability,pdf (CFW Internal) FID Table Microsoft EA-SHI 2024.XLSX (CFW Internal) Form 1295 2023-1107135.pdf (CFW Internal)