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HomeMy WebLinkAboutContractCSC No. 57566-A4R1 ME Microsoft Microsoft Enterprise Services Work Order TX DIR-CPO-4911 Work Order Number GVS12504-1012370-1012370 (Microsoft Affiliate to complete) This Work Order consists of the terms and conditions below, and the provisions of the Microsoft Master Services Agreement reference U9038431 , effective as of 11/15/2021 (the "Agreement"), the provisions of the Description of Services applicable to the Professional Services identified in this Work Order, and any attachments or exhibits referenced in this Work Order, all of which are incorporated herein by this reference. In this Work Order "Customer," "you," or "your" means the undersigned customer or its affiliate and "Microsoft", "we," "us," or "our' means the undersigned Microsoft affiliate. By signing below the parties acknowledge and agree to be bound to the terms of this Work Order, the Agreement and all other provisions incorporated in them. This Work Order is effective as of the date that Microsoft signs this Work Order. Regardless of any terms and conditions contained in a purchase order, if any, the terms of this Work Order apply. Name of Customer (please print) City Of Fort Worth Signature Name of person signing (please print) Richard Zavala Title of person signing (please print) Interim Assistant City Manager Signature date Mar 11, 2025 Name of Customer or its Affiliate that executed the Agreement (if different from Customer above) EnterpriseServicesWorkOrderv9.0(WW)(ENG)(Jul2022) Page 1 of 14 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX 0M Microsoft Name Microsoft Corporation Signature S ARC Scott Studer (Mar 6, 202516:53 EST) Name of person signing (please print) Scott Studer Title of person signing (please print) Sales Director Signature date (effective date) Mar 6, 2025 Does Customer issue or require a Customer purchase order for the payment of Microsoft Services? [V]Yes or[ ]No If "No" is selected above, Customer represents and warrants that it does not require purchase order(s) be submitted to Microsoft for payment of the Microsoft Services Fees listed herein. Customer will not withhold payment of Microsoft's invoice due to the absence of a purchase order reference. If no purchase order is required, Customer must complete "Customer invoice information" below and ensure it is accurate or revised in a timely manner. Further, the below "Customer invoice information" must be completed prior to: (a) Customer signing this Work Order; and (b) Microsoft invoicing Customer. EnterpriseServicesWorkOrderv9.0(WW)(ENG)(Jul2022) Page 2 of 14 Name of Customer City Of Fort Worth Street Address INFORMATION TECHNOLOGY SOLUTIONS IT Solutions-ERP 275 W, 13th Street City State/Province FORT WORTH Country US Texas Postal Code 76102-6314 Support Services and Fees ON Microsoft Contact Name (Receives invoices under this Work Order) Betty Santos Contact E-Mail Address Betty.Santos@fortworthtexas.gov WI=* " 817-392-6049 Fax Term. Microsoft Enterprise Support Services will commence on 4/1/2025 (the "Support Commencement Date") and will expire on 3/31/2028 (the "Support Expiration Date"). Description of Services. Please refer to the current Unified Support Services Description ("USSD") which will be incorporated by reference and is published by Microsoft from time to time at www.microsoft.com/unified-support-services-description. Microsoft may update the support services you purchase under this agreement from time to time, provided that the level of support services you purchase will not materially decrease during the current Term. Services by Support Location: Enterprise Online Support Portal Administrative Included Enterprise Problem Resolution Hours As -needed Problem Resolution Support EnterpriseServicesWorkOrderv9.0(WW)(ENG)(Jul2022) Page 3 of 14 Included Enterprise Reactive Support Management Included Enterprise Service Delivery Management Included Enterprise Webcasts As -Needed Included Reactive Enabled Contacts Included Enterprise Advisory Support Hours As -needed Included Enterprise Azure Problem Resolution Hours As - needed Included Enterprise On -demand Assessment Included Enterprise On -Demand Assessment - Setup and Config Service As -needed Included Enterprise On -Demand Education 00 Microsoft Service Delivery Management Service Delivery Management Webcast Problem Resolution Support Advisory Services Problem Resolution Support On -Demand Assessment On -Demand Assessment Remote On -Demand Education Included Service Delivery Management Extended Service Delivery Management 200 hr Enhanced Designated Engineering Modern Work Designated Support Engineering Service Delivery Management Extended Service Delivery Management EnterpriseServicesWorkOrderv9.0(WW)(ENG)(Jul2022) Page 4 of 14 1 ea I Onsite Visit ME Microsoft Onsite Support Included Enterprise Online Support Portal Administrative Included Enterprise Problem Resolution Hours As -needed Problem Resolution Support Included Enterprise Reactive Support Management Service Delivery Management Included Enterprise Service Delivery Management Service Delivery Management Included Enterprise Webcasts As -Needed Webcast Included Reactive Enabled Contacts Problem Resolution Support Included Enterprise Advisory Support Hours As -needed Advisory Services Included Enterprise Azure Problem Resolution Hours As- Problem Resolution needed Support Included Enterprise On -demand Assessment On -Demand Assessment Included Enterprise On -Demand Assessment - Setup and On -Demand Assessment Config Service As -needed Remote Included Enterprise On -Demand Education On -Demand Education EnterpriseServicesWorkOrderv9.0(WW)(ENG)(Jul2022) Page 5 of 14 00 Microsoft Included Service Delivery Management Extended Service Delivery Management 200 hr Enhanced Designated Engineering Modern Work Designated Support Engineering Service Delivery Management Extended 11 ea Onsite Visit Included Enterprise Online Support Portal Included Enterprise Problem Resolution Hours As -needed Included Enterprise Reactive Support Management Included Enterprise Service Delivery Management Included Enterprise Webcasts As -Needed Service Delivery Management Onsite Support Administrative Problem Resolution Support Service Delivery Management Service Delivery Management Webcast EnterpriseServicesWorkOrderv9.0(WW)(ENG)(Jul2022) Page 6 of 14 Included Reactive Enabled Contacts Included Enterprise Advisory Support Hours As -needed Included Enterprise Azure Problem Resolution Hours As - needed Included Enterprise On -demand Assessment Included Enterprise On -Demand Assessment - Setup and Config Service As -needed Included Enterprise On -Demand Education 00 Microsoft Problem Resolution Support Advisory Services Problem Resolution Support On -Demand Assessment On -Demand Assessment Remote On -Demand Education Included Service Delivery Management Extended Service Delivery Management 200 hr Enhanced Designated Engineering Modern Work Designated Support Engineering Service Delivery Management Extended 1 1 ea Onsite Visit Service Delivery Management Onsite Support EnterpriseServicesWorkOrderv9.0(WW)(ENG)(Jul2022) Page 7 of 14 0M Microsoft Support Services Fees. The items listed in the table above represent the services that Customer has purchased for use during the term of this Work Order, and applicable fees are shown in the table below. Microsoft Support Services are non-refundable and prepaid at year one and subsequent anniversaries of the Support Commencement Date. Before Microsoft commences provision of Microsoft Support Services, Microsoft must receive a signed copy of this Work Order and Customer's payment, purchase order or, if applicable, completed Customer invoice information above. Microsoft will invoice Customer, and Customer agrees to pay Microsoft within 30 calendar days of the date of Microsoft invoice. Please note that failure of payment to Microsoft may result in service suspension._ Microsoft reserves the right to adjust Microsoft fees in connection with implementing any changes requested by Customer to the Microsoft Support Services ordered herein. Any modified fees will be documented in an amendment. Year 1 Year 2 Year 3 Support Services 4/1/2025 - 4/1/2026 - 4/1/2027- Total(USD) Fee Summary 3/31/2026 3/31/2027 3/31/2028 (USD) (USD) (USD) Appraised Product Spend 2,714,523.00 2,714,523.00 2,714,523.00 8,143,569.00 Unified Base Ent 208,828.50 208,828.50 208,828.50 626,485.50 Sub -Total: Microsoft Unified 208,828.50 208,828.50 208,828.50 626,485.50 EDE Modern Work 84,350.00 84,350.00 84,350.00 253,050.00 Pro Svs Ent AddOn Sec 2,000.00 2,000.00 2,000.00 6,000.00 Add-Ons 86,350.00 86,350.00 86,350.00 259,050.00 Add On Adjustment (24,517.85) (20,619.95) (16,598.33) (61,736.13) Flex Allowance (50,000.00) (50,000.00) (50,000.00) (150,000.00) Subtotal Add-Ons 11,832.15 15,730.05 19,751.67 47,313.87 Total Fees (excluding taxes) 220,660.65 224,558.55 228,580.17 673,799.37 The Microsoft Unified fees described above are based on a tiered rate structure along with the total value each year for Customer's validly licensed, commercially released and generally available Microsoft products, and cloud services subscriptions as identified in Appendix A of this Work Order (collectively, the "Appraised Product Spend") to calculate Customer's Microsoft Unified fees for the 3 Years Support Term. EnterpriseServicesWorkOrderv9.0(WW)(ENG)(Jul2022) Page 8 of 14 ME Microsoft Prior to each contract anniversary of the Support Commencement Date, Customer's Appraised Product Spend will be re -calculated for the upcoming contract year. If Customer's product spend increases over the previous 12 months ("Actual Product Spend") by more than five percent (5%) above the Appraised Product Spend shown for that year in the Support Services Fee Summary table above, Microsoft will recalculate the associated Microsoft Unified fees for the upcoming contract year. The recalculated Microsoft Unified fees will be based on the Actual Product Spend and the Unified rates listed in the Rate Table below. Microsoft will invoice the customer for the difference between the re -calculated price and the original scheduled Microsoft Unified fees sub- total from the Support Services Fee Summary table above. Customer agrees to pay Microsoft such additional amounts within 30 calendar days of the date of Microsoft's invoice. Please note that failure of payment to Microsoft may result in service suspension. Enterprise Customer may receive additional Flex Allowance which may be applied towards new proactive services, enhanced services and solutions services, and/or custom proactive services. Should Customer fail to allocate the Flex Allowance prior to the contract anniversary, Microsoft may apply the additional Flex Allowance towards new proactive credits. icrosoft Unified — Rate Table Enterprise package I Server User Azure 9.16% 6.57% 9.16% Year 2 Discounted Rate % 9.32% 6.69% 9.32% Year 3 Discounted Rate % One Time Payment 4/1/2025 220,660.65 One Time Payment One Time Payment Total Fees (excluding taxes) 4/1/2026 224,558.55 4/1/2027 228,580.17 $ 673,799.37 EnterpriseServicesWorkOrderv9.0(WW)(ENG)(Jul2022) Page 9 of 14 0M Microsoft Support for Microsoft Products Microsoft will provide support for Customer's licensed, commercially released, and generally available Microsoft products, and cloud services subscriptions purchased by Customer or Customer's Affiliate: i) under the licensing enrollments and agreements, as indicated in Appendix A; and ii) during the Term of this Work Order. Such products and subscriptions exclude those purchased by any party that is not Customer's Affiliate as of the Support Commencement Date. Customer Named Contact(s). Any changes to the named contacts should be submitted to Microsoft Contact. Name of Customer Support Service Administrator Jeff Park Street Address 200 Texas Street City State/Province FORT WORTH TX Country Postal Code United States 76102 Contact E-Mail Address Jeff.Park@fortworthtexas.gov Phone 817-392-8483 Fax Use, ownership, restrictions and rights. Products. "Product" means all products identified in the Product Terms, such as all Software, Online Services and other web -based services, including pre-release or beta versions. Product availability may vary by region. "Product Terms" means the information about Microsoft Products and Professional Services available through volume licensing. The Product Terms are published on the Volume Licensing Site and is updated from time to time. "Volume Licensing Site" means http://www.microsoft.com/licensing/contracts or a successor site. All products and related solutions provided under this Work Order will be licensed according to the terms of the license agreement packaged with or otherwise applicable to such product. Customer is responsible for paying any licensing fees associated with Products. EnterpriseServicesWorkOrderv9.0(WW)(ENG)(Jul2022) Page 10 of 14 0M Microsoft Fixes. "Fixes" means Product fixes, modifications, enhancements, or their derivatives, that Microsoft either releases generally (such as service packs), or that Microsoft provides to Customer when performing Professional Services (all support, planning, consulting and other professional services or advice, including any resulting deliverables provided to Customer under this Work Order, to address a specific issue. "Professional Services" means Product support services and Microsoft consulting services provided to Customer under this Work Order. "Professional Services" or "services" does not include Online Services, unless specifically noted. Fixes are licensed according to the license terms applicable to the Product to which those Fixes relate. If the Fixes are not provided for a specific Product, any other use terms Microsoft provides with the Fixes will apply. Pre-existing Work. "Pre-existing Work" means any computer code or other written materials developed or otherwise obtained independent of this Work Order. All rights in Pre-existing Work shall remain the sole property of the party providing the Pre- existing Work. Each party may use, reproduce and modify the other party's Pre-existing Work only as needed to perform obligations related to Professional Services. Services Deliverables. "Services Deliverables" means any computer code or materials, other than Products or Fixes that Microsoft leaves with Customer at the conclusion of Microsoft's performance of Professional Services. Upon payment in full for the Professional Services, Microsoft grants Customer a non- exclusive, non -transferable perpetual, fully paid -up license to reproduce, use and modify the Services Deliverable, solely in the form delivered to Customer and solely for Customer's internal business purposes, subject to the terms and conditions of this Work Order. Non -Microsoft software and technology. Customer is solely responsible for any non -Microsoft software or technology that it installs or uses with the Products, Fixes, or Services Deliverables. Affiliates' rights "Affiliate" means any legal entity that controls, is controlled by, or that is under common control with a party. "Control" means ownership of more than a 50% interest of voting securities in an entity or the power to direct the management and policies of an entity. Customer may sublicense the rights contained in this section relating to Services Deliverables to its Affiliates, but Customer's Affiliates may not sublicense these rights and Customer's Affiliates' use must be consistent with the license terms contained in this Work Order. EnterpriseServicesWorkOrderv9.0(WW)(ENG)(Jul2022) Page 11 of 14 0M Microsoft Restrictions on use. Customer must not (and is not licensed to) (1) reverse engineer, decompile or disassemble any Product, Fix, or Services Deliverable; (2) install or use non -Microsoft software or technology in any way that would subject Microsoft's intellectual property or technology to any other license terms; or (3) work around any technical limitations in a Product, Fix or Services Deliverable or restrictions in Product documentation. Except as expressly permitted in this Work Order or Product documentation, Customer must not (and is not licensed to) (1) separate and run parts of a Product or Fix on more than one device, upgrade or downgrade parts of a Product or Fix at different times, or transfer parts of a Product or Fix separately; or (2) distribute, sublicense, rent, lease, lend any Products, Fixes, or Services Deliverables, in whole or in part, or use them to offer hosting services to a third party. Reservation of rights. Products, Fixes, and Services Deliverables are protected by copyright and other intellectual property rights laws and international treaties. Microsoft reserves all rights not expressly granted in this agreement. No rights will be granted or implied by waiver or estoppel. Rights to access or use Software on a device do not give Customer any right to implement Microsoft patents or other Microsoft intellectual property in the device itself or in any other software or devices. Microsoft Professional Services Data Protection Addendum and Confidentiality. "Professional Services Data" means all data, including all text, sound, video, image files, or software, that are provided to Microsoft by, or on behalf of, Customer (or that Customer authorizes Microsoft to obtain from an Online Service) or otherwise obtained or processed by or on behalf of Microsoft through an engagement with Microsoft to obtain Professional Services. The data protection terms applying to Professional Services in effect on the effective date of this Work Order and available at https://aka.ms/eswodpa are incorporated herein by this reference. For liability arising out of either party's confidentiality obligations relating to Professional Services Data provided under this Work Order, each party's maximum, aggregate liability to the other is limited to direct damages finally awarded in an amount not to exceed the amounts Customer paid for the applicable Professional Services under this Work Order. EnterpriseServicesWorkOrderv9.0(WW)(ENG)(Jul2022) Page 12 of 14 Microsoft Contact Customer contact for questions and notices about this Work Order. Microsoft Contact Name Leslie Foster Phone Contact E-Mail Address v-Ifoster@microsoft.com 0M Microsoft EnterpriseServicesWorkOrderv9.0(WW)(ENG)(Jul2022) Page 13 of 14 0M Microsoft Appendix A As of the Support Commencement Date, below is a list of your declared licensing enrollments and agreements for which Microsoft will provide support services as defined within this Work Order. Customer Name Licensing Program Licensing Enrollment/Agreement CITY OF FORT WORTH CITY OF FORT WORTH CITY OF FORT WORTH CITY OF FORT WORTH CITY OF FORT WORTH- 88568453-COMMERCIAL AZURE CITY OF FORT WORTH- 90874107-COMMERCIAL AZURE CITY OF FORT WORTH CITY OF FORT WORTH Number/Billing Account ID Enterprise 6 90874107 Enterprise 6 88568453 Enterprise 6 76578263 Enterprise 6 74746151 Enterprise 6 6426045 Enterprise 6 9006714 Enterprise 6 48218734 Select Plus 7118883 EnterpriseServicesWorkOrderv9.0(WW)(ENG)(Jul2022) Page 14 of 14 [Executed effective as of the date signed by the Assistant 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: 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: P Name: Jeff Park Title: Sr. IT Solutions Manager City Secretary: By: Name: Jannette Goodall Title: City Secretary 4F FOpr4 p~8 9 d °cnn�zas44 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX ACITY COUNCIL AGEND Create New From This M&C Official site of the City of For Wor , Texas FoRTWORn 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 Program Activity Budget Reference # Amount ID ID Year (Chartfield 2) FROM Fund Department Account Project Program I Activity Budget Reference # Amount ID ID Year (Chartfield 2) Submitted for City Manager's Office by_ Originating Department Head: Additional Information Contact: ATTACHMENTS Mark McDaniel (6316) Kevin Gunn (2015) Sallie Trotter (8442) 04MICROSOFT EA COOPERATIVE PURCHASE AGREEMENT SHI funds availabilitv.pdf (CFW Internal) FID Table Microsoft EA-SHI 2024.XLSX (CFW Internal) Form 1295 2023-1107135.pdf (CFW Internal)