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HomeMy WebLinkAboutContract 46619 MicrosoftVolurne Licensing CITY SECRETANY Program Signature Form CowTIACT NO.. 9 9 MBA/MBSA number 000-frmulkey-s-171 Agreement number 01E73535 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. Contract Document Numberor Code <Choose A reement> Document Number or Code <Choose A reement> Document Number or Code <Choose A reement> Document Number or Code <Choose A reement> Document Number or Code <Choose A reement> Document Number or Code Enterprise Enrollment X20-10632 <Choose Enroll ment/Reg istration> Document Number or Code <Choose Enrollment/Re istration> Document Number or Code <Choose Enrollment/Re istration> Document Number or Code <Choose Enrollment/Re istration> Document Number or Code Product Selection Form 0311829.001 PSF Amendment M97 new p Amendment M254 newad x Document Description Document Number or Code Document Description Document Number or Code AU UA F By signing below, Customer and the Microsoft Affiliate agree that both parties (1) have received, read Q W O lz and understand the above contract documents, including any websites or documents incorporated by N 3 reference and any amendments and (2) agree to be bound by the terms of all such documents. L Customer O Name of Enti must Pe legal entity name)* City of Fort Worth r*i Signature* C-) m Printed First a d L t Name* Susan Alanis �ds.stant City manager rr3 Printed Title bo Signature Date* '6,4 000 0o�o°���� TaxID ° •��d APPROVED TO RRID *indicates required field % o 0 ® 6 ow • o 0 , O j� !y 00 ° �� Males �. 8'8Zae9= °OO°O°°o ,� Senior Assistant City AttCOMM g m G)(Aug2014)M&C: e-;272&3 � ^O ef 2 �" � 1, Date Approved: �/ M2.I'y Microsoft Microsoft Cor-__-tion Signature ■� ( $ Printed First and Last Name aI Printed Title APR 0 8 2015 Signature Date ShirleySnyder (date Microsoft Affiliate countersigns) y y Agreement Effective Date Microsoft Corporation (may be different than Microsoft's signature date) Optional 2nd Customer signature or Outsourcer signature(if applicable) Customer Name of Entity(must be legal entity name)* Signature* Printed First and Last Name* Printed Title Signature Date* 'indicates required field Outsourcer Name of Entity(must be legal entity name)* Signature* Printed First and Last Name* Printed Title Signature Date* *indicates required field If Customer requires physical media, 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 6100 Neil Road, Suite 210 Reno, Nevada 89511-1137 USA ProgramSignForm(MSSign)(NA,LatAm)ExBRA,MLI(ENG)(Aug2014) Page 2 of 2 Microsoft Volume Licensing Enterprise Enrollment State and Local Enterprise Enrollment number (Microsoft to complete) Proposal ID/Framework ID Previous Enrollment number 7909932 Earliest expiring previous 3/31/2015 tReseller to complete) Enrollment end date 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) any supplemental contact information form or Previous Agreement/Enrollment form that may be required, (5) any order submitted under this Enrollment. This Enrollment may only be entered into under a 2011 or later Enterprise Agreement. 6y 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 httr)://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. 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 each year this Enrollment is in effect. Term. The initial term of this Enrollment will expire on the last day of the month, 36 full calendar months from the effective date of the initial term. If the Enrollment is renewed, the renewal term will expire 36 full calendar months after the effective date of the renewal term. Any reference in this Enrollment to"day"will be a calendar day. Product order. The Reseller will provide Enrolled Affiliate with Enrolled Affiliate's Product pricing and order. Prices and billing terms for all Products ordered will be determined by agreement between Enrolled Affiliate and the Reseller The Reseller will provide Microsoft with the order separately from this Enrollment. 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 List and chosen by Enrolled Affiliate under this Enrollment. EA2014EnrGov(US)SLG(ENG)(Dec2014) Page 1 of 10 Document X20-10632 Erterpr-rse Online Se-vice' means any Online Service designated as an Enterprise Online Service in the Procuct List and chosen by Enrolled Affiliate under this Enrollment Enterprise On! re Services are treated as On'ine Services, except as noted 'Enterprise Produce" means any Desktop Platform Product, that Microsoft designates as .an Erte,prise Procuct in the Product List and chosen by Enrolled Affiliate ur;der this Enrollment Enterprise Prooucts rrust be iicensec f(:tr ail Qualified Devices and Qualified Users on an Enterprise-wide basis under this prograry' Expiration Date means the date upon which the Enrollment expires Industry Device ;also known as Ime of business device) means any device that it r is net useab;e in its deployed configuration as a general purpose personal computing device (such as a personal computer). a multi-function senter, or a commercially viable substitute for one of these systems: and (2) only employs an. industry or task spec:fic 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 fUn;:tions derived from Microsoft software or third-party software. If the device performs desktop functions (Such as ernail, word processing spreadsheets. database, network or Internet browsing, or schedul no or personal finance;, then the desktop functions. (1) may only be used for the purpose of suppor,mc the Ingustry Program functionality, and (2) must be technically integrated with the Industry Program or employ techn cali}y enforced policies or architecture to operate only when used w t'rn the Ind;,stry P,eg"arn furictiona'�ity 'L&SA' means a License with Software Assurance for any Product ordered. "Qualified Device' means any device that is used by or for the benefit of Enrolled Affiliate's Erterpnse and is. ("3 a perso7-,a' des'.>.tcp computer portable computer, workstation.. or similar device capable of running Windows Professlor=:a: 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 inc'udeany device that is t?) designated as a server, and not used as a personal computer, OR (2) an Industry Device, OR (3) not managed (as defined in the Product List at the start of the applicable initial or renewal term of the Emcilm�nt) as part of Enrolled Affiliate's Enterprise 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 En,oled Affi!iate s Enterprise as a Qualif4ec Device for ail -or a subset of Enterprise Products or Online Services the Enr01ed Affiliate has selec,ed. `Qualified Usermeans a perscr ;_e.g- employee, consultant contingent staff; who , �s a user of a Quasi ied Device or (2) accesses any server software requiring an Enterprise Product Client Access License cr any Enterprise Online Service. It does not include a person who accesses sere:�r software or an Online Service soie�y under a License identified in the Qualified User exemptions in, the Product Last. "Reserved License' means for an Online Service identified as eligible for true-ups in the Product List. the License reserved by Enrolled Affiliate prior to use and for which Microsoft will make the Online Service available for activation Transition" means the conversion of one or more License to or from another License;s; Products eligible for Transition and permitted Transitions are identified in the Product List Transit!on Period means the time between the Transition and the next Enrolil-hent annversary date for v,, ch .^e Traf.sit on is -eported 'Use Rights' means vvTri respect to any I,cersing program, the use rights or terms of service for each Product and version ;�ubiished for that iicensirg program at the Voiume Licensing Site. Ti.e— Use Rights supersede the terms cf any end user license agreement (on-screen or otherwise) tnat accompanies a Product The Use Rights for Software are published by Microsoft in the Product Use l The Use Rights for Online Serv':ces are published in the On!ine Services ?errr.s F .i` '4EnrG <<(US,SL�ut"NG-,Dec2G'4; Page 2 of 1C rDa:�,,er,.XK-'OE4332 2. Order requirements. a. Minimum Order requirements. Enrolled Affiliate's Enterprise must have a mriirrium of 250 Qualified Users or Qualified Devices. The initial order must include at least 25t1 L1ce^,ses for Enterprise Products or Enterprise Online Services (i) Enterprise Commitment. If ordering any Enterprise Products, Enrolled Affiiiate s order must include coverage for all QL.alified Users and/or all Qualified Devices i;, any Product pooan Enterprise Product is ordered in Enrolled Affiliate ,may elect to r-,3;x Enterprise Prodijcts and the corresponding Enterprise Online Services Nth;-, a Produc; pool as lor,c as all devices not covered by an Enterprise Product are only used by users coverer wi", a pe-' user license. (ii) Enterprise Online Services. If ordering Ente-prise Online Services o,_!y `hen Enrollee Affiliate must maintain at least 250 Subscription Licenses. b. Additional Products. Upon satisfying the minimum order regUnrements accve Err oiled Affiliate may order Additional Products and Services. c. Use Rights for Enterprise Products. For Enterprise Prooucts, if a r:e,,v Prcduct vers cn has more restrictive use rights than the version that is current at the start of the applicable init.a' or renewal term of the Enrollment, those more restrictive use rights will not apniy to Enrolled Affi,;ate s use of that Product during that term. d. Country of usage. Enrolled Affiliate must specify the countries where Licenses wil be used on its initial order and on any additional orders. e. Adding Products. (i) Adding new Products not previously ordered. New Enterprise Products or Enterprise Ori 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 eider a placed in the month the Product is first used. For Additional Products tt-at are Orline Services, an initia' order for the Online Service is required prior to use (ii) Adding Licenses for previously ordered Products. Additwa: Licer:ses for prev,o_;sly ordered Products other than On'ine Services may be added at a^y time but mist be rnciudec 'In the next true-up order. Additional Licenses for O,,lirle Services must be ordered prior to use, unless the Online Services are (1) identified as eligible for true-up sn the Procuct List or (2) included as part of other Licenses f, True-up requirements. Enrolled Affiliate must submit an annual true-up order that accounts for any changes since the initial order or last order If there are no changes tner, an update statefneE a i-ust be submitted instead of a true-up order (i) Enterprise Products. For Enterprise Proaucts, Enroiied Aff liate !�Us: determine the number of Qualified Devices and Qualified Users (if ordering user-based Licenses; at the tam+: the true-up order is placed and must order additional Licenses €cr ail Qualified Dev cies and Qualified Users that are not already covered by existing Licenses, including ng any Er:terprise Online Sery cies. (ii) Additional Products. For Additional Products that nave been previrus'y ordered under this Enrollment, Enrolled Affiliate must determine the maximum number of Addrtonal Products used since the latter of the initial order, the last true-quo order or the crior a^,r iversary 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 List. Enrol:-_d Affiliate may reserve the additional Licenses prior to use Microsoft will provide a repo of Reserved Licenses in excess of existing orders to Enrolled Affiliate and its Resefier Reserved Licenses will be invoiced retroact'veiy to the mer:t� in which tney vvere reserved. Page -er...X2� (iv) Transitions, Enrolled Affiliate must report all Trans1ions, Transitions may result irt, an increase in certain Licenses to be included on the true-up order and a 'ediaction of other Licerses for prior orders. Reductions in Licenses will be effective at end of the Trans tion Period. For Licenses paid up front. Micreso`t will issue a credit for the remaining morins of Software Assurance or Subscription Licenses that were reduced as part of t.-,e Transition (v) Subscription License reductions. Enrolled Affiliate may reduce the quantty of Subscrption Licenses at the Enrollment anniversary date or a prespective bas s if ,-errritted in the Product List. as foliows� a) For Subscription Licenses that are part of an Enterprise-wide purchase. Licerses may be reduced if the total quantity of Licenses and Software Ass.irance for an app icable group meets or exceeds the quantity of Qualified Devices and Qualified Use7s (if ordering user-oased Licenses" identified on the Produc? Selection Form, and includes any additional Qualified Devices and Qualified Users added in any prior t ..ie-up orders Step-up Licenses do not count to,,vards this total count b) For Enterprise Online Services that are not a par; of an Enterpr!se­wide pu�cnase Li-_enses can be reduced as long as the initial order minimum reqs-isrernents are r­a{ntair:ed c) For Additional Products available as Subscription Licenses Enrol ed Affi late may reduce the Licenses. If the License count is reduced to zero then Enrcled A'f;irate 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 co-der Enrollment anniversary date and effective as of such date (vi) Update statement. An update statement must be submitted instead of a true-up order if as of the initial order or last true-up order, Enrolled Affiliate's Enterprise: (1,i has not changed the number of Qualified Devices and Qualified Users licensed with Enterprise Products or Enterprise Online Services, and (2) has not increased its usage of Additional Products This update statement must be signed by Enrolled Affil:ate's authorized representative. (vii)True-up order period. The true-up order or update statement must be received by Microsoft between 64 and 30 days prior to each Enrollment anniversary date The ti-Ard- year true-up order or update statement is due within 30 days prior to the Expiration Date, anc any license reservations within this 30 day period will not be accepted Enrolled Affi'iate may submit true-up orders more often to account for increases in Product usage, out an annual true-up order or update statement must still be submitted during the annual order cenod (viii) Late true-up order. If the true-up order or update statement is not received rr 1e^ d e 1) M crosoft will invoice Rese'ler for all Reserved Licenses not prev.ously ordered 2) Transitions and Subscription License reductiors cannot be reported un'; the allowing Enrollment anniversary date (or at Enrollment rene-Na}_ as apo!,cabler g. Step-up Licenses. For Licenses eligible for a step-up under this E,rollrnent, Enrolled A'f!iiate 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-:p Licenses are not included on an Initial order. Enrolied 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. EA22 4EnrGc.,+.JSISL:3i�.N,; Der_K'.4 Pdje e o' 11 -nert X2C-"06,32 (iii) I` Errol ea Affiliate has previously ordered an Online Service as ari Addit ona, Proluc= aFid ala^ts to step-up tc an Enterprise Online Service eligible for a Tans tion ste)-up !ray be reported as a Transition. (iv) 1`' E-ro'led Affiliate Transitions a License. it may be able to f;.rthe' step-in the Transitioned License. If Enrolled Affiliate chooses to step-up and the s. � ep- ip License is separately eligible to be Transitioned, such; step-up Licenses may resin* in a License recucticn at the Enrollment anniversary date following the step-up. h. Clerical errors. Microsoft may correct clerical errors in this Enroilment. and arty documents submttec with or under this Enrollment, by providing notice by email' and a reasonable cppertunity for Enrolled Affiliate to object to the correction. Clerical errors include minor mistakes unintentional additions and omissions. This provision, does not apply to materia; terms, such as the identity. quantity or price of a Product ordered i. Verifying compliance. Microsoft may, in its discretion and at its expense ver4y cemp;�ance with this En-ollment as set forth in the Enterprise Agreement. 3. Pricing. a. Price Levels, For both the initial and any renewal term Enrolled Affiliate`s Price Leve! to a;; Products ordered under this Enrollment will be Level "D" throughout the term cf the Enrollment b. Setting Prices. Enrolied Affiliate s paces for each Product or Service will be established by its Reseller As long as Enfolled Affiliate continues to qualify for the same price level IV,!croscft s prices for Resellers for each Product or Service will be fixed throughout tete applicable initial or renewal Enrollment term_ Price levels and Microsoft's prices, for Rese'lers are reestablished at the beginning of the renewal term. However, if Enrolled Affiliate qual-,fies for a different price level dur:ng the applicable initial or renewal term Microsoft may at its discretion establish a new price level for future new orders either upon Enrolled Affiliate s req:,est or on its own initiative Any changes will be based upon price level rules in the Product Selecncn Form 4. Payment terms. For the initial or rene,val order. Enrolled Affiliate may pay upfront or elect to spread its payrnents over the applicable Enrollment term. If spread payments are elected; unless indicated otherwise Microsoft wit: invoice Enrolled Affiliate's Rese]er in three equal annua! installments The first insta!iment will be invoiced upon Microscft s acceptance o` this Enrollment and on each Enrollment anniversary date. Subsequent orders are invoiced upon acceptance of the order and Enrolled Affiliate rna; elect to pay annually or upfront for Online Services and upfront for all other Licenses. 5. Transitions. a. Transition requirements. (i) L-censes with active Software Assurance or Subscription Licenses may, be Transitoned at an t me if permitted in. the Product List. Enrolled Affiliate may riot -owever, reduce the o.lanhty of Licenses or associated Software Assurance prior to the end of the Trans;ticn Period (ii) Enro'�ed Affiliate must order the Licenses to which it is transitioning for the ye2r4sj fo iow:na the Transition Period. (iii) 11 a Transition is made back to a License that had active Soft,,vare Assura^ce as of the date of Transition. then Software Assurance must be re-ordered for al sucri Licenses on a prospective basis following the Transition Period, Software Assurance coverage may Fr 2 '4 n GcUiU6;�L 3-;c�,� '�ec2G'4; Page E'-"10 Docur--eni X?C-1 63? not exceed the quantity of perpetual Licenses for which Software Assura-.:e-" was surreal at the time of any prior Transition. Software Assurance may not be applied tc Licenses transferred by Enrolled Affiliate. (iv) If a device-based License is Transitioned to a user-based License all user,of the dev,ce must be licensed as par-` cf the Transition (v) If a user-based License is Transitioned to a device-based License a deer ces accesses b`y the L.ser must be licensed as part of the Transition. b, Effect of Transition on Licenses. (i) Trans,ti,:)n will not affect Enro'led Affiliate's rights in perpetual L,censes pa d ir^ fill, Ne,iv version rights will be granted for perpetual Licenses covered by So'tw�ire Assurance LP to the end of the Transincn Period (iii) For L&SA not paid in full at the end of the Transition Period. Enrolled Affiliate will ave perpetual Licenses for a proportional amount equal to the amounts paid for the Transitioned Product as of the end of the Transition Penod (iv) For L&SA not paic in full or granted a perpetual License in accordance witF the above cr Sul.)scriction Licenses, ali rights to Transitioned Licenses cease at this end of the rramzit;cn Period 6. End of Enrollment term and termination. a. General. .A 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 othervise provided in this Enrollment. b. Renewal Option. At the Expiration Date of the initial term. Enrolled Affilia`:e can renew Prod,:cts dy renewing the Enrollment for one additional 36 full calendar month term or signing a new Errollment. Microsoft must receive a Renewal Form, Product Selecti: n Form, and renewal order prior tc or at the Expiration Date. The renewal term wi'' start or, the day foiloi,vfng the Expiration Date Microsoft will not unreasonably reject any rene,rra' Mlc-cso€t r ay make changes to this program that will make it necessary for Customer ar.d its Enrolled H Affi,iates to enter into new agreements and Enrollments at renewal c. If Enrolled Affiliate elects not to renew. (i) Software Assurance. If Enrolled Affiliate elects not to renew Software ASSLrance for ary Pro1Jct under its Enrollment, then Enrolled Affiliate will nct be perms ted to order Sof Viare Assurance later without first acquiring L&SA (ii) Online Services eligible for an Extended Term. For Online Services denefed as e'igi:�le 'or an Extended Term in the Product List, the following options arta avai'abie at the e-rd of the Enrollment 'nitiai or renewal term 1) Extended Term. Licenses for Online Services wii automatically expire ri accordance w�th the terms of the Enrollment. An extended term feature that ;allows Online Services to continue month-to-month ("Extended Term-') is available During the Extended Term, Onlir e Services will be invoiced monthly at the then-current published price for Enrolled Affiliate's price level as of the Expiratic- Date plus a 3l administrative fee for up to one year If Enrolled Affiliate does want an Extended Tera Reseller must submit a request to Microsoft. Microsoft rnuS' l the request not less than 30 days prior to the Expiration Date 2) Cancellation during Extended Term. If Enrolled Affiliate has opted =cr the Extended Te-m and later determines not to continue with the Extended Term, reseller must s-bmit a notice of cancellation for each Or,l ne Service. Cancellation will be effective at the end of the month following 34 days after Microsoft has received tr-,e notice EA2u14En;Gcv,JS;5LU;ENG;(Dex.:2C?4; Page 5 -;f ,r oc X2� 32 (iii) Subscription Licenses and Online Services not eligible for an Extended Term. i` Enrolled Affiliate elects not to renew the Licenses will be cancelled and w,'f terminate as of the Expiration Date Any associated med,a must be uninstalled and destroyed anc Enrolled Affiliates Enterprise must discontinue use. Microsoft may request writter certification to verify compl:ante_ (iv) Customer Data. Upon expiration or termination of a License for On ire Serv,ces Micrescft will keep Customer's Data in a limited function account fn-, 90 days so that Customer may extract it. Enrolled Affiliate will reimburse Microsoft if t:nere are any associated costs. After 90 days Microsoft will disable Enrolled Affiliate s account and Vvii'' delete its Customer Data, Enrolled Affiliate agrees that other than as described above, Pviicrescft has no obligation to continue to hold, export or return Enrolled Affiliates Customer Data and that Microsoft has no !ability whatsoever for deleticn or Enrolled Aff;�tiate s Customer Data pursuant to these terms d. Termination for cause. Any termination for cause of this Enrollment wik be subject to the 'Termination for cause' sect,on of the Agreement e. Early termination. Ary Early termination of this Enrollment will be subiect to the Early 'er;r!natcn Section cf the Enterprise Agreernent For Su,.rscription Licenses. in the event of a breach by Microsoft. Pyi.crosoft or li! issue Reseller a credit fDr any amount paid in advance that vrould apply after the date cf term nation EA2 Lrt'GovrJSsSL it° N��;tQec2Q?4! Page 7 Df 1,'- ,— .:. ,. ..nt X20 ;632 Enrollment Details 9. Enrolled Affiliate's Enterprise. a. Identify ivhich Agency Affiliates are included in the Enterprse (Required) En<)!lec Aff'hate s Enterprise must consist of entire offices, bureaus agencies departments or ot`-er entit es o` Enrolled Affiliate, not partial offices, bureaus. agencies, or departments cr other cart�a; entities. Cf.eck only one box in this section. If no boxes are checked, M€crosoft will deem the Enterprise to include the Enrolled Affiliate only. If more than one f=ox rs zhec<.ed r.ilicrosot' d,,,ili deer-- tl^e Enterprise to include the largest number of Affiliates: En'o`: ed Affiliate only Enrol:ed Affiliate and ail Affiliates Enron;ed Affiliate and the foliowing Affiliate's; (Only identify specific affiliates to be incl;;dec f fewer t^.an all Affiliates are to be included in the Enterprise;. J Enro`lec Affiliate and ail Affiliates with following Affiliate(s) excluded. b. Pease indicate whether the Enrolled Affiliates Enterprise will incluse al! new Affiliates acquired after the stat of this Enrollment Include future Affiliates 2. Contact information. Eacn party w l notify the other in writing if any of the information in the fo:Iowino cortas,r inforr-nation page(sj changes. The asterisks (*) indicate required fields By providing contact infcrma-ior Enrolled Affiliate consents to its use for purposes of administering this Enrollment by Ucroscft. its Affiliates and other paries that hel , administer this Enrollment. The personal information provided cc^nector ,pit this Enro':iment will be used and protected in accordance with the privacy statement avai!able a; htt= ivv"t_-'c=—�._ c^-___?tens servicecenter a. Primary contact. This contact is the primary contact for the Enrcliment trom r"hir En-.c#led Affiliate's Enterprise This contact is also an Online Administrator for tr e Vol�.me Licensing Servi„e Center and may grant online access to others. The primary contact wi;i ce the default contact fc,al! purposes unless separate contacts are idert fled fo,r specific purposes Name of entity (must be legal entity name)* C;-Ly of For?VVorth Contact name* First Steve Last Streiffert Contact email address* steve streiffert@for,Nvorthtexas gov Street address* 1000 Throckmorton St City* Fort'A''crh Page C Coop., -int X2i: 1 StatelProvince* TX Postai code* 76102-6312 (For U.S addresses. please provide the zip + 4. e.c xxxxx-xxxx. Country' USA Phone'` 317-392-2221 Tax ID `ir�drvG'es required fre'ds b. Notices contact and Online Administrator. This contact (1; receives to-le cortractua notices, ;2j is the Online Administrator for the Volume L-censing Service Center and ,rnay grant online access to others and (31 is authorized for applicable Online Se�r✓vlces to add or reassign Licenses. step-tip. and initiate Trans tions prior to a true-up order �� 'I Same as prlmary Contact i,default if no information is provide^ �eIo,,& evc- 'f ;he box is riot checker ' Contact name* First Last Contact email address* Street address* City* StatelProvince* Postal code* ,For U addresses. please provide the zip + 4, e.g. xxxxx-xxxx) Country' Phone" Language preference. Choose the language for notices. English This contact is a third party tnot the Enrolled Affiliate), Warning. This contact receives perscnaiiy identifiable information of the Customer and its Affiliates. ` indica,"es required fields c. Online Services Manager. This contact is authorized to manage the Orline Sery ces ordered _s 7der the Enrollment and (for applicable Online SeR',ces) to add Or reassign Licer±se!s step-up, and initiate Transitions prior to a true-up order E Same as notices contact and Online Administrator idefault if no !n`crmatic- :s provided be ovv. every if box is not checked) Contact name*: First Last Contact email address" Phone' This cor tact is from a third party organization Zriot the entityi Wam:ng Tn,s contact receives ,.ersonally identifiable information of the e^tity. ir7mcaies required fields d. Reseller information. Reseller contact for this Enrollment ,s. Reseller company name* SHI International Corp Street address (PO boxes will not be accepted)* 290 Davidson Ave City* Sornerset StatelProvince* NJ Postal code* 08873 Country* USA Contact name* Andrew Morse Phone* 888 764 8888 Contact email address* msteam�gshf com 'r^drea!es required fields EAS ';4c;'t1c rUS;SL;S EN 'DeCK!4, Page 9 3, ,r.'a-I x2:-I"S 312 By ssgrirg below, the Reseller identified above confirms that all !nforrr.atuor' pr,.av;ded ir. +�-:s =nrokrrert is correct Signature' Printed name` Andrew Morse Printedtitle' Contracts Specialist Date` 4 8,"2015 `indi aces required fields Changing a Reseller. If Microsoft or the Reseller chooses to discontinue c:,ing business ,mth each other, Enrolled Affiliate must choose a replacement Reseiier. if Errol ed Affil ate or the Rese ler intends to terminate their relationship the initiating party :must notify Microsoft and t^e other party us.ng a form provided by M crosoft at least 00 days prior to the date on vvhrch the ct'ange is to take effect. e. If Emcl.e: Affiliate requires a separate contact for any of the a~acs the Supp'en eritw! Contac: information form Otne'wlse !tie notices ccntaci w; ��21i,ne �dmrrir 'rJc,r remains tree default (i) Add ti:)nai notices contact (ii) Soffir.are Assurance manager (iii) Substi:riptions manager (iv) Customer Support Manager ;CSM; contact 3. Financing elections. is a purchase under this Enrollment being financed through MS Financing? ❑ Yes. [�] No. If a purchase under this Enrollment is financed through MS Financing, and Enrolled Affii'ate chooses not to `inarice any associated taxes, t must pay these taxes directly to Microsoft. EA2 .ENG',Dec2014: Ptag-j f 1. _ _ .�,.tX2L- X32 Microsoft Volume Licensing Enterprise Enrollment (Indirect) Amendment I D M254 000-frm u Ikey-s-171 This amendment("Amendment") is entered into between the parties identified on the attached program signature form. It amends the Enrollment or Agreement identified above. All terms used but not defined in this Amendment will have the same meanings provided in that Enrollment or Agreement. For the purposes of this Amendment, "Entity"can mean the signing entity, Customer, Enrolled Affiliate, Government Partner, Institution, or other party entering into a volume licensing program agreement. Notwithstanding anything to the contrary or in addition to any terms in the Enrollment,the Enrollment is amended as follows: Office 365 for Government The following set of Terms applies to Entity when ordering Office 365 for Government Online Services. The parties agree to amend the Enrollment as follows: 1. The following definition is added to the Enrollment: "Office 365 for Government" means Microsoft's family of Office 365 Services that are offered as part of Office 365 Government Plans as described in this Amendment. When provisioned and delivered as part of Office 365 for Government, Exchange Online, Lync Online, SharePoint Online,and Exchange Online Archiving are provisioned in Microsoft's multi- tenant data centers for exclusive use by eligible US Federal, State, Local, and Tribal Government Customers only and offered in accordance with the National Institute of Standards and Technology (NIST) Special Publication 800-145. Microsoft refers to this offering as its Office 365"Government Community Cloud." Other Online Services may be added to the Government Community Cloud as communicated by Microsoft. Other Office 365-branded or separately branded Online Services that may be made available as part of or in addition to Office 365 for Government are not included in the Government Community Cloud.Additional services configuration information is available upon request. 2. Office 365 for Governments Terms Tables A and B, below, contain mappings for Office 365 for Government Online Services and their corresponding Office 365 for Enterprise Online Services ("Corresponding Online Services." Each Office 365 for Government Online Service shown below is subject to the same terms and conditions as its Corresponding Online Service, except as otherwise provided in the applicable Product List and this Amendment. Notwithstanding contrary language in the Enrollment, Reserved Licenses are not available for Office 365 for Government through the Volume Licensing Service Center but may be available through a manual request process using a License Reservation Form available from Microsoft upon request. Remainder of page intentionally left blank EnrAmend(GOV)(ENG)(Oct2014) 0365 Gov Comm Cloud B M254 Page 1 of 2 TABLE A: Office 365 for Government component Online Services— Corresponding Online Services Mapping Office 365 for Government Online Services Office 365 Equivalent Online Exchange Online Plan 1 forGov Exchange Online Plan 1 Exchange Online Plan 2 forGov Exchange Online Plan 2 Exchange Online Kiosk forGov Exchange Online Kiosk Exchange Online Archiving for Exchange Exchange Online Archiving for Exchange Server Server forGov Lyric Online Plan 1 forGov L nc Online Plan 1 L nc Online Plan 2 forGov Lyric Online Plan 2 Lyric Online Plan 3 forGov Lyric Online Plan 3 SharePoint Online Plan 1 forGov SharePoint Online Plan 1 SharePoint Online Plan 2 forGov SharePoint Online Plan 2 Office 365 ProPlus forGov Office 365 ProPlus TABLE B: Office 365 for Government Suites—Corresponding Enterprise Online Services Mapping • Office 365 Enterprise Online Online Office 365 Government E1 formed G1) Office 365 Enterprise E1 Office 365 Government E3 formed G3) Office 365 Enterprise E3 Office 365 Government E4 formerly G4) Office 365 Enterprise E4 Office 365 Government K12 Office 365 Enterprise K12 ' Office 365 for Government "Corresponding Online Services" Suite Orders (E1-E4) will be captured on a separate Product Selection Form. 2Office 365 K1 is a suite but is not an Enterprise Online Service. 3. Office 365 for Government Customer Requirements. Entity both (1) acknowledges that Office 365 for Government may only be used by United States Federal, State, Local or Tribal government entities, and (2) certifies that it qualifies as such and will use the Services accordingly. In the event that Entity is found not to qualify as a United States Federal, State, Local or Tribal government entity, Microsoft may terminate Entity's Office 365 for Government service. 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. EnrAmend(GOV)(ENG)(0ct2014) 0365 Gov Comm Cloud B M254 Page 2 of 2 Enterprise Enrollment Product Selection Form Microsoft I Volume Licensing Proposal ID Enrollment Number 0311829.001 Language: English(United States) Enrolled Affiliate's Enterprise Products and Enterprise Online Services summary for the initial order: Profile Qualified Qualified Users Device User Enterprise Product Platform CAL Licensing Model Devices Ratio Enterprise 5,443 6,518 0.8 No User Licenses Products Enterprise Quantity Office 365 Plans Office 365(Plan G1)Add On 300 Client Access License(CAL) Core CAL,including Bridge CAL's(if applicable) Core CAL 6,518 Windows Desktop Windows Enterprise OS Upgrade 5,443 Other Enterprise Products and Enterprise Online Services Microsoft Desktop Optimization Pack(MDOP) 5,443 Enrolled Affiliate's Product Quantities: Price Group 1 2 3 4 Enterprise Products Office Professional Plus+Office Client Access License+ Client Access License Win Desktop Upgrade Professional Plus for Office 365+ Office 365(Plans E1,E3, +Windows Intune+ +Win VDA+Win SA Office Standard+Office 365 E4)+Enterprise Cloud EMS USL+ Per User USL+Win (Plans E3 or E4)+Enterprise Suite USL Enterprise Cloud VDA Per User USL+ Cloud Suite USL Suite USL Enterprise Cloud USL Quantity 0 6518 6518 5443 Enrolled Affiliate's Price Level: Product Offering Jr Pool Price Level Enterprise Products and Enterprise Online Services USLs:Unless otherwise indicated in associated contract documents, Price level set using the highest quantity from Groups 1 through 4. D Additional Product Application Pool:Unless otherwise indicated in associated contract documents,Price level set using quantity from Group 1. D Additional Product Server Pool:Unless otherwise indicated in associated contract documents,Price level set using the highest quantity from Group 2 or 3. D CTM Page 1 of 2 MS Quote Enterprise Enrollment Product Selection Form Microsoft I Volume Licensing ditional Product Systems Pool:Unless otherwise indicated in associated contract documents,Price level set using quantity from Group 4. D NOTES Unless otherwise indicated in the associated contract documents,the price level for each Product offering/pool is set as described above,based upon the quantity to price level mapping below: Quantity of Licenses and Software Assurance Price Level 2,399 and below A 2,400 to 5,999 B 6,000 to 14,999 C 15,000 and above D Note 1:Enterprise Online Services may not be available in all locations. Please see the Product List for a list of locations where these may be purchased. Note 2:Unless otherwise indicated in associated Agreement documents,the CAL selection must be the same across the Enterprise for each Profile. Note 3:If Enrolled Affiliate does not order an Enterprise Product or Enterprise Online Service associated with an applicable Product pool,the price level for Additional Products in the same pool will be price level'A'throughout the term of the Enrollment.Refer to the Qualifying Government Entity Addendum pricing provision for more details on price leveling. Note 4:MDOP requires purchase of Windows Enterprise OS Upgrade or Windows VDA. Note 5:MDOP requires purchase of Windows SA,Windows VDA,SA Plus Full USL,or VDA Plus Full USL. CTM Page 2 of 2 MS Quote ' Microsoft Volume Licensing Enterprise Enrollment (Indirect) Invoice for Quoted Price Amendment ID M97 000-frmulkey-s-171 This amendment("Amendment") is entered into between the parties identified on the attached program signature form. It amends the Enrollment or Agreement identified above. All terms used but not defined in this Amendment will have the same meanings provided in that Enrollment or Agreement. Notwithstanding anything to the contrary or in addition to any terms in the Enrollment, the Enrollment New is hereby amended to add the following paragraph: The price quoted to Enrolled Affiliate's Reseller is a fixed price based on an estimated order submission date. Microsoft will invoice Enrolled Affiliate's Reseller based on this fixed price quote. If this order is submitted later than the estimated order submission date, Enrolled Affiliate's Reseller will be charged for net new Online Services subscriptions for the period during which these services were not provided. Pricing to Enrolled Affiliate is agreed between Enrolled Affiliate and Enrolled Affiliate's Reseller. 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. EnrAmend(Ind)(WW)(ENG)(0ct2011) Invoice for Quoted Price B M97 Page 1 of 1 MicrosoftVolume Licensing Previous Enrollment(s)/Agreement(s) Form Entity Name: City of Fort Worth Contract that this form is attached to: Enterprise Enrollment For the purposes of this form, "entity" can mean the signing entity, Customer, Enrolled Affiliate, Government Partner, Institution,or other party entering into a volume licensing program agreement. Please provide a description of the previous Enrollment(s),Agreement(s)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 and expiration date of the earliest expiring Enrollment/Agreement with SA or Online Services in the appropriate fields of the new contract. Enrollment/Agreement Enrollment/ Transfer Transfer /Affiliate Registration Agreement/Affiliate SA IVISDN Description Registration Public Benefit Subscribers Customer Number Contact Enterprise Enrollment 1 7909932 1 ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ PrevEnrAgrForm(WW)(ENG)(Oct2013) Page 1 of 1 M&C Review Page 1 of 2 Official site of the City of Fort Worth,Texas CITY COUNCIL AGENDA FoRTy II%rl COUNCIL ACTION: Approved on 4/14/2015 REFERENCE 04MICROSOFT LICENSES DATE: 4/14/2015 NO.: C-27263 LOG NAME: AND OTHER SOFTWARE AGREEMENT- SHI CODE: C TYPE: NOW PUBLIC NO CONSENT HEARING: SUBJECT: Authorize Agreement with Software House International Government Solutions, Inc., for the Purchase of Microsoft Software Licenses and Maintenance and Standard Software Packages and Related Services Using State of Texas Department of Information Resources Contracts DIR-SDD-2500 and DIR-SDD-2503 for an Amount Up to $8,816,426.00 for a Period up to Three Years with a First Year Cost of$2,338,500.00 (ALL COUNCIL DISTRICTS) RECOMMENDATION: It is recommended that the City Council authorize an Agreement with Software House International Government Solutions, Inc., for the purchase of Microsoft Software Licenses and maintenance and standard software packages and related services using State of Texas Department of Information Resources Contracts DIR-SDD-2500 and DIR-SDD-2503 for an amount up to $8,816,426.00 for a period up to three years with a first year cost of$2,338,500.00. DISCUSSION: This Agreement will serve as a consolidated Agreement combining previous Agreements approved under M&C P-11717, December 9, 2014 and M&C C-26681, March 4, 2014, and superseding those Agreements. A consolidated Agreement will provide increased transparency and clarity regarding software purchases and licenses with Software House International Government Solutions (SHI). The Information Technology Solutions Department (ITS) will use this Agreement to purchase computer software packages, software maintenance and related services for desktops, laptops, tablets, smartphones and servers. Software packages and services include, but are not limited to, Adobe products, VMware products, monitoring software, security software, backup tools, specialty Microsoft products such as Visio, Project and other departmental required software. The Microsoft Enterprise Agreement (EA) will also be included in this Agreement as the annual Licensing Agreement for the foundation Microsoft products used by most employees. Software under the EA includes, but is not limited to: Windows Desktop and Server, Office, Exchange, Virus Protection and required Client Access Licenses (CAL) to maintain licensing compliance. The City will be transitioning to the Office 365 product suite under the EA during this three year period, providing state-of-the-art cloud- based software and services, with per-user pricing for Departments. Other significant benefits are consistent software availability regardless of the device type (desktop/laptop, tablet, smartphone), fast deployment and broad management controls. Staff plans an Office 365 pilot in the first year of 300 users and full Office 365 deployment beginning in year two. The annual cost for this Agreement is: http://apps.cfwnet.org/council_packet/mc_review.asp?ID=21004&councildate=4/14/2015 4/15/2015 _M&C Review Page 2 of 2 MICROSOFT EA LICENSING SOFTWARE/SERVICES ANNUAL TOTAL Year 1 $ 896,000.00 $1,442,500.00 IF $2,338,500.00 Year 2 $1,965,600.00 $1,070,625.00 IF $3,036,225.00 Year 3 $2,161,660.00 $1,280,041.00 $3,441,701.00 TOTAL $8,816,426.00 ADMINISTRATIVE INCREASE—An administrative increase or change order for this Agreement may be made by the City Manager in the amount up to $50,000.00 per year and does not require specific City Council approval as long as sufficient funds have been appropriated. M/WBE OFFICE—A waiver of the goal for MBE/SBE subcontracting requirements was requested by the Information Technology Solutions Department and approved by the M/WBE Office, in accordance with the BDE Ordinance, because the purchase of goods or services is from sources where subcontracting or supplier opportunities are negligible. AGREEMENT TERMS— Upon approval of this recommendation, the Agreement shall remain in effect for a period up to three years in accordance with DIR-SDD-2500 and DIR-SDD-2503 or applicable successive DIR contracts for the same services. FISCAL INFORMATION/CERTIFICATION: The approval of this action provides purchasing authority up to $8,816,426.00 over three years, as specified. The Financial Management Services Director certifies that funds are available in the current operating budget, as appropriated, of the IT Solutions Department and that prior to an expenditure being made, the IT Solutions Department has the responsibility to validate the availability of funds. TO Fund/Account/Centers FROM Fund/Account/Centers Submitted for City Manager's Office by: Susan Alanis (8180) Originating Department Head: Kevin Gunn (2015) Additional Information Contact: Steve Streiffert (2221) ATTACHMENTS http://apps.cfwnet.org/council_packet/mc_review.asp?ID=21004&councildate=4/14/2015 4/15/2015