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AG 20-893 - INSIGHT DIRECT USA, INC. RETURN TO: Thomas Fichtner EXT: 2547 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATINGDEPT./DIV: Information Technology 2. ORIGINATING STAFF PERSON: Thomas Fichtner _EXT: 2547 3. DATE REQ.BY: ASAP 4. TYPE OF DOCUMENT(CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT(E.G,RFB,RFP,RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES/CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT(E.G BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACT AMENDMENT(AG#): ❑ INTERLOCAL N O'T'HER Microsoft Enterprise Agreement 5. PROJECT NAME: Microsoft Enterprise Agreement 6. NAME OF CONTRACTOR: Insight Direct USA, Inc. ADDRESS: 6820 South Had Avenue,Tempe,AZ 85283 TELEPHONE 1-800-624-0503 E-MAIL: contractsupport@insight.com FAX: SIGNATURE NAME: TITLE 7. EXHIBITS AND ATTACHMENTS:A SCOPE,WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS 8. TERM: COMMENCEMENT DATE: 4/1/2020 COMPLETION DATE: 3/31/2023 9. TOTAL COMPENSATION$ 389,168.99 (INCLUDE EXPENSES AND SALES TAX,IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE-ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE:❑YES 19 NO IF YES,MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED AYES ❑NO IF YES,$ PAID BY:❑CONTRACTOR O CITY RETAINAGE: RETAINAGE AMOUNT: ❑RETAINAGE AGREEMENT(SEE CONTRACT) OR ❑RETAINAGE BOND PROVIDED Q PURCHASING: PLEASE CHARGE TO. 502-1100-046: 512-50-414(5%), 518-88-414(45%),521-10-414(50%) 10. DOCUMENT/CONTRACT REVIEW INITIAL/DATE REVIEWED INITIAL: PROJECT MANAGER IRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) ❑ LAW ti 11. COUNCIL APPROVAL(IF APPLICABLE) SCHEDULED COMMITTEE DATE: 7/28/2020 COMMITTEE APPROVAL DATE: 71281200 SCHEDULED COUNCIL DATE: COUNCIL APPROVAL DATE: �! 12. CONTI1ACI'SfGN:'LTIJRE ROUTING ❑ SL:NT'TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: JU 194 ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTI•ICATE,LICENSES,EXHIBITS ❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR 1 MONTH PRIOR TO EXPIRATION DATE (Include dept.support staff if necessary and feel free to set notification more than a month in advance if council approval is needed.) IMTIAL/DATE SIGNED 0 LAW EPARTMENT qL.RMNATORY(MAYOR OR DIRECTOR) ❑ CITY CLERK 17 ❑ ASSIGNED AG# AG# ❑ SIGNED COPY RETURNED DATE SENT: CO ME TS: 1/2018 Microsoft Volume Licensing Alternative Acceptance Form (Microsoft Only) Due to the extraordinary impact of the coronavirus (COVID-19), Microsoft has implemented steps to protect personnel and the communities in which they live and work, including conducting business from remote locations and/or using different processes. As a result, Microsoft is utilizing this Alternative Acceptance Form in place of signing a Program Signature Form. Microsoft's authorized representative is accepting the contract documents shown on the Program Signature Form bearing the Proposal ID shown below ("Contract Documents") by typing their name and entering the date of acceptance on this Alternative Acceptance Form. The Agreement Effective Date shown below is the Agreement Effective Date shown on the Program Signature Form. For the purposes of this Alternative Acceptance Form, "Customer" means the Customer entity identified on the Program Signature Form bearing the same Proposal ID that appears on this form, and "Microsoft" means the Microsoft entity or entities identified below on this form. MBA/MBSA number: Agreement number: 6564327 Enrollment number: 53954359 i---- Proposal Proposal ID: 0985243.003 Opportunity ID (if applicable): 5-0000005802182 Agreement Effective Date: 04/01/2020 Customer Name: City of Federal Way To indicate Microsoft's agreement, Microsoft's duly authorized representative will complete this form by entering their name and the date of Microsoft's acceptance below. Upon completion of this form, Microsoft agrees that it (1) has received, read and understands this Alternative Acceptance Form, the Program Signature Form, and all Contract Documents, including any websites or documents incorporated by reference and any amendments, and (2) agrees to be bound by the terms of all such documents, as of the Agreement Effective Date. This Alternative Acceptance Form, when completed, will be incorporated into the Agreement noted above. Acceptance by Microsoft A. Enter applicable Microsoft Affiliate: Microsoft Corporation Name of Microsoft authorized representative Geraldine Adams Acceptance date: 9/8/2020 The above person is duly authorized on behalf of Microsoft to accept these Contract Documents. Microsoft will not challenge the enforceability or validity of the agreement formed by this alternative process or any of the Contract Documents based on its acceptance using this Alternative Acceptance Form. AAForm(MSOnly)(VWV)(ENG)(May2020) MAAF01 Page 1 of 2 Document X20-12893 Optional Confirmation of Acceptance on Customer Request Once Microsoft returns to its normal business processes, if Customer requests a Microsoft signature, an authorized representative of Microsoft will sign and deliver a copy of this Alternative Acceptance Form below to confirm the effectiveness of the agreement as of the Agreement Effective Date shown above. Optional Microsoft Confirmation of Acceptance Enter applicable Microsoft Affiliate: <choose one> By signature of its duly authorized representative below, Microsoft hereby acknowledges, ratifies and confirms that the agreement referenced on this Alternative Acceptance Form was duly accepted, and is effective as of the Agreement Effective Date shown above. Signature: Printed First and Last Name: print your complete name Printed Title: print your title Signature Date: enter the date you signed this form AAForm(MSOnly)(WW)(ENG)(May2020) MAAF01 Page 2 of 2 Document X20-12893 Microsoft Volume Licensing Program Signature Form MBA/MBSA number 5-0000005802182 Agreement number 6564327 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 Number or Code Enterprise Enrollment(Indirect) X20-10635 Product Selection Form 0985243.003 PSF Enterprise Amendment M97(New) 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. Customer Name of Entity(avast be legal entity name)" City of Federal Way Signature* ,y'` . _ Printed First, Last Name* ; y yh I�errQ l l Printed Title I V`ter' Signature Date* Tax ID *indicates required field Microsoft i Microsoft Corporation Signature Printed First and Last Name Printed Title Signature Date (date Microsoft Affiliate countersigns) Agreement Effective Date (may be different than Microsoft's signature date) Program Sign Form(MSSign)(NA,LatAm)ExB RA,MLI(ENG)(May202O) Page 1 oft Document X20-12883 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 additional contacts or is reporting multiple previous Enrollments, include the appiupl iete 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 Microsoft Volume Licensing Enterprise Enrollment State and Local Enterprise Enrollment number Framework ID (Microsoft to complete) 53954359 (if applicable) Previous Enrollment number (Reseller to complete) �T�hisEnrollmen�mus�t �e attached toa signature form tobe valid. 1 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) the Online Services Terms, (6) any Supplemental Contact Information Form, Previous Agreement/Enrollment form, and other forms that may be required, and (7) 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 httlDJ/vww^inicrosoft.coii!Ircersing/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. EA20201EnrGov(US)SLG(ENG)(0ct2019) Page 1 of 10 Document X20-10635 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(z) 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. EA20201 EnrGov(1JS)SLG(ENG)(0Ct2019) Page 2 of 10 Document X20-10635 "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 httn Ilwww.microsaEt.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 Piuducts 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. (i) 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. EA20201EnrGov(US)SLG(ENG)(0ct2019) Page 3 of 10 Document X20-10635 (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. (i) 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 that are not a part of an Enterprise-wide purchase, Licenses can be reduced as long as the initial order minimum requirements are maintained. 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 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 EA20201 EnrGov(US)SLG(ENG)(0ct2019) Page 4 of 10 Document X20-10635 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 will 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. Enrolled Affiliate's prices for each Product or Service will be established by its Reseller. Except for Online Services designated in the Product Terms as being exempt from fixed pricing, 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. 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. EA20201EnrGov(US)SLG(ENG)(0ct2019) Page 5 of 10 Document X20-10635 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. (i) 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 feature 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 year of the Extended Term, Enrolled Affiliate may terminate the Extended Term by submitting a notice of cancellation to Microsoft for each Online Service. Thereafter, either party may terminate the Extended Term by providing the other with a notice of cancellation for each Online Service. Cancellation will be effective at the end of the month following 30 days after Microsoft has received or issued 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. 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 EA20201 EnrGov(US)SLG(ENG)(0ct2019) Page 6 of 10 Document X20-10635 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. EA20201 EnrGov(US)SLG(ENG)(Oct2019) Page 7 of 10 Document X20-10635 Enrollment Details 1. Enrolled Affiliate's Enterprise. a. Identify which Agency Affiliates are included in the Enterprise. (Required) Enrolled Affiliate's Enterprise must consist of entire offices, bureaus, agencies, departments or other entities of Enrolled Affiliate, not partial offices, bureaus,agencies,or departments, or other partial entities. Check only one box in this section. If no boxes are checked, Microsoft will deem the Enterprise to include the Enrolled Affiliate only. If more than one box is checked, Microsoft will deem the Enterprise to include the largest number of Affiliates: ❑ Enrolled Affiliate only 0 Enrolled Affiliate and all Affiliates ❑ Enrolled Affiliate and the following Affiliate(s) (Only identify specific affiliates to be included if fewer than all Affiliates are to be included in the Enterprise): ❑ Enrolled Affiliate and all Affiliates, with following Affiliate(s) excluded b. Please indicate whether the Enrolled Affiliate's Enterprise will include all new Affiliates acquired after the start of this Enrollment: Include future Affiliates 2. Contact information. Each party will notify the other in writing if any of the information in the following contact information page(s) changes. The asterisks (*) indicate required fields. By providing contact information, Enrolled Affiliate consents to its use for purposes of administering this Enrollment by Microsoft, its Affiliates,and other parties that help administer this Enrollment. The personal information provided in connection with this Enrollment will be used and protected in accordance with the privacy statement available at https.//www micr©soft.com/licensing/s:_grvicecen#er. 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 Federal Way Contact name* First Thomas Last Fichtner Contact email address*thomas.fichtner@cityoffederalway.com Street address* 33325 8th Ave S City* Federal Way State*WA Postal code* 98003-6325- (Please provide the zip +4, e.g. xxxxx-xxxx) Country* United States Phone* 253-835-2547 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. EA20201 EnrGov(US)SLG(ENG)(0ct2019) Page 8 of 10 Document X20-10635 0 Same as primary contact (default if no information is provided below, even if the box is not checked). Contact name* First Thomas Last Fichtner Contact email address*thomas.fichtner@cityoffederalway.com Street address* 33325 8th Ave S City* Federal Way State*WA Postal code* 98003-6325- (Please provide the zip +4, e.g. xxxxx-xxxx) Country* United States Phone*253-835-2547 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 Thomas Last Fichtner Contact email address*thomas.fichtner@cityoffederalway.com Phone* 253-835-2547 ❑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* Insight Direct USA, Inc. Street address (PO boxes will not be accepted)*6820 South Harl Avenue City*Tempe State*AZ Postal code* 85283 Country* United States Contact name* Software*Contract Support Phone* 800-624-0503 Contact email address*contractsupport@insight.com *indicates required fields By signing below, the Reseller identified above confirms that all information provided in this Enrollment is correct. Signature* Printed name* 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 EA20201 EnrGov(US)SLG(ENG)(0ct2019) Page 9 of 10 Document X20-10635 other party using a form provided by Microsoft at least 90 days prior to the date on which the change is to take effect. 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 3. 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. EA20201 EnrGov(US)SLG(ENG)(0ct2019) Page 10 of 10 Document X20-10635 Enterprise Enrollment Product Selection Form Microsoft Volume Licensing Proposal ID Enrollment Number 0985243.003 Language: English(United States) Enrolled Affiliate's Enterprise Products and Enterprise Online Services summary for the initial order: Qualified Device/User CAL Licensing Profile Devices Qualified Users (Patio Enterprise Product Platform Model Enterprise 405 405 1.0 Yes User Licenses Products Enterprise Quantity Office Professional Plus Office Professional Plus 405 Client Access License(CAL) Core CAL Core CAL 405 Windows Desktop Windows Enterprise OS Upgrade 405 Microsoft 365 Enterprise Microsoft 365 E3 Add-on 125 Enrolled Affiliate's Product Quantities: Price Group 1 2 3 4 Enterprise Products Office Professional Plus+ Client Access License+ Client Access Win E3+W n E5+ Office 365 ProPlus+Office Office 365(Plans E1,E3 License+Windows Win VDA+ 365(Plans E3 and E5)+ and E5)+Microsoft 365 Intune+EMS USL+ Microsoft 365 Microsoft 365 Enterprise Enterprise Microsoft 365 Enterprise Enterprise Quantity 405 405 405 405 Enrolled Affiliate's Price Level: Product Offering/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 Page 1 of 2 EA-EASProdSelForm(WWW)(ENG) MS Quote Enterprise Enrollment Product Selection Form Microsoft I Volume Licensing Additional 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:Enrolled Affiliate acknowledges that in order to use a third party to reimage the Windows Operating System Upgrade,Enrolled Affiliate must certify that it has acquired qualifying operating system licenses.The requirement applies to Windows Enterprise OS Upgrade.See Product Terms for details. Note 4:If Enrolled Affiliate does not order an Enterprise Product or Enterprise Online Service associated with an applicable Product pool, he 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. Page 2 of 2 EA-EASProdSelForm(WW)(ENG) MS Quote Microsoft Volume Licensing Amendment to Contract Documents Enrollment Number 5-0000005802182 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. Enterprise Enrollment (Indirect) Invoice for Quoted Price Amendment ID M97 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 Monthly Subscriptions(including Online Services)for the period during which these services were not provided. Pricing to Enrolled Affiliate is agreed between Enrolled Affiliate and Enrolled Affiliate's Reseller. SKU Number SKU Description Existing Quantity Incremental quantities AAD-34698 M365 E3 Addon GCC 125 Unified ShrdSvr ALNG 0 SubsVL MVL touserCoreCal DDJ-00001 PwrBIProGCC ShrdSvr 5 ALNG SubsVL MVL 0 PerUsr LK3-00001 AudioConfGCC ShrdSvr 0 5 ALNG SubsVL MVL PerUsr AmendmentApp v4.0 M97 B Page 1 of 2 Except for changes made by this Amendment, the Enrollment or Agreement identified above remains unchanged and in full force and effect. If there is any conflict between any provision in this Amendment and any provision in the Enrollment or Agreement identified above,this Amendment shall control. This Amendment must be attached to a signature form to be valid. Microsoft Internal Use Only: (M97)EnrAmend(Ind)(InvoiceforQuotedPrice)( M97 13 WW)(ENG)(Dec20l9)(IU) .docx AmendmentApp A.0 M97 B Page 2 of 2 Microsoft Volume Licensing Previous Enrollment(s)/Agreement(s) Form Entity Name: City of Federal Way 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), 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 Enrol lment/Agreement with SA or Online Services in the appropriate fields of the new contract. Enrollment[Agreement/ Enrollment/Agreement/ Transfer Transfer Purchasing Accou nt/Affil late Purchasing Account/Affiliate SA Benefit IVISDN Registration Description Registration Public Customer Contact Subscribers Number Enterprise Enrollment 63635484 L1 El ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ Q ET E ❑ ❑ L1 El ❑ Prev EnrAgrForm(VWV)(ENG)(Oct2019) Page 1 of 1 Document X20-12873 D C 7C 2 p w w w to V J m m W W N N o— < w � °p O �T m T T Z J G < l0 N 7C 7C D lD 0o CT)� J° u, � o u o 6 6 CD o 0 0 0 0 0 0 0 0 , Y o o O O O O Y O O O O O O Y Y O N O O O W N A Y O F'' W N Y N F.,. N N N Y N N V N O O O J Ln m Ln o J V L Y to to tD to O O O Q' A w Y 3Z CO N W W w co W Ooc N Y N A N V O O O w N W N x F' W I--' 00 o(A n c< Ln < c< to < : v X D v v p cn v s s L n W o 3 ° Z ° �' nr -D 3 nr n Oa) n p j- v' D o ° m Q L h - D < O ,L/ m o - Z �, • rT C D 5 D N n rl Q to r 7 o W C- v r n o n p o T} Z Q Q G) D c D o Z p Z r o o D D 3 N G) < G) n (D m m v N r f7 (� C) n. 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CITY OF FEDERAL WAY CITY COUNCIL AGENDA BILL SUBJECT:MICROSOFT ENTERPRISE AGREEMENT POLICY QUESTION: Should Council approve the 3-year Microsoft Enterprise Agreement with Insight Public Sector, Inc.? COMMITTEE: FEDRAC MEETING DATE: July 28, 2020 CATEGORY: ® Consent ❑ Ordinance ❑ Public Hearing ❑ City Council Business ❑ Resolution ❑ Other STAFF REPORT BY: Thomas Fichtner, IT Director DEPT: Information Technology Attachments: 1. Staff Report 2. City of Federal Way Microsoft EA Renewal Pricing 3. Sample Enterprise Agreement from Washington State DES Options Considered: 1.Approve the proposed purchase. 2.Do not approve the proposed purchase and provide direction to staff. MAYOR'S RECOMMENDATION: Option 1. MAYOR APPROVAL: ,{{ DIRECTOR APPROVAL: 1'.l .uul, in COUCH r:al 1.ri Initial/Date lao ral;Date COMMITTEE RECOMMENDATION: "I move to forward the proposed agreement to the August 11, 2020 consent agenda for approval." j ahy'i 11.b 17.d7.0 0 Drtiii,, i �Za LvtaDrl�m� r 1�i Zoorv, �r8/ Committee Chair mmittee Member Committee Member PROPOSED COUNCIL MOTION: "I move approval of the proposed Microsoft Enterprise Agreement from Insight Public Sector, Inc.for a total not to exceed$389,168.99 and authorize the Mayor to execute said agreement." (BELO;i`TOBECli,lli'l.i.CTEI1Gl (11s CLERK'SOFFIr"F_j IINCIL ACTIO *%�mw .4I?PROV� E COUNCIL BILL# DENIED First reading ❑ TABLED/DEFERRED/NO ACTION Enactment reading ❑ MOVED TO SECOND READING(ordinances only) ORDINANCE# REVISED—11/2019 RESOLIJTION# CITY OF FEDERAL WAY MEMORANDUM DATE: July 20, 2020 TO: City Council Members VIA: Jim Ferrell, Mayor FROM: Thomas Fichtner, IT Manager SUBJECT: Microsoft Enterprise Agreement Financial Impacts: The EA renewal is split into three payments. The three payments are taken from 2020, 2021, and 2022 funds respectively. The total cost to the City for the entire agreement is $389,168.99 inclusive of a 10% tax. The total "Year-1" (2020) payment will be $133,858.11 inclusive of tax. The "Year-2" (2021) payment will be $116,050.40 plus tax (figured with a 5% inflator) and the "Year-3" (2022) payment will be approximately $116,050.40 plus tax (figured with a 5% inflator). The IT Department has budgeted a total amount of$109,045 for the Microsoft Enterprise Agreement. Included in the proposed 2020 Budget Amendment is an additional $20,000 to cover the Windows 7 Extended Security, which brings a total budgeted amount of $129,045. The additional$4,814 will be absorbed by savings within the IT fund. For Years 2 and 3,the additional$18,610.44 will be included as part of the IT Department's proposed budget for the 2021/2022 Budget. Backgroni id 1rnfi)rnmtion: The City has maintained an Enterprise Agreement (EA) with Microsoft since 2008. The EA provides licensing for all of the City's Microsoft software ranging from the Windows desktop operating system, Office productivity suite,Exchange/Outlook email system, SQL database and Windows Server platforms. The EA also provides many benefits to the City such as technical support and Software Assurance for licensed products which includes version upgrades to the latest release of the software, staff training resources for Windows, Office and other products. Based on the previous Enterprise Agreement, Microsoft has increased the prices of their products across the board on average of 6.64%, with some products such as Office increasing by 19.9% and Windows by 18.8%. Meanwhile, Microsoft is also pushing adoption to their Microsoft 365 cloud platforms, which include many additional features and licensing advantages over traditional on-premise licensing models. With the increase in the City's license staying status-quo, a calculation was performed to determine if it was Rev.7/18 possible to leverage some of the Microsoft 365 benefits,while keeping our annual payment inline with what we would be paying for the traditional on-premise model. A hybrid approach that blends both on-premise as well as Microsoft 365 was crafted that allows the City to reduce the total amount of licenses it needs due to the Microsoft 365 platform licensing up to 5 devices per user. Originally the City had 479 user/device licenses,but only needed 405. This was due to the City having more physical devices than users. With the Microsoft 365 and on-premise hybrid plan, the City can scale back down to 405 total user licenses. This will give the City 130 licenses for the Microsoft 365 platform, while still keeping 275 users licensed with on-premise licensing. This hybrid model will allow the City to deploy the Microsoft 365 plans to users who can take full advantage of it, such as users with Microsoft Surface devices and users who are more mobile focused. It will also allow the City to pilot the Microsoft 365 cloud and figure out the best way to deploy it to users City-wide. In addition, should the City increase staffing and licensing requirements, it is possible to add additional licenses as needed throughout the term of the agreement, by performing a True-Up. This agreement also includes the Software Assurance (SA) cost for the additional 80 Remote Desktop licenses that the City purchased to facilitate remote work during the COVID-19 pandemic. The additional 80 licenses will bring the total amount of remote licenses available to the City to 100 at the time of this writing. This Enterprise Agreement will be purchased from Insight Public Sector, Inc., an authorized Microsoft Reseller, which is selected based on the Washington State Department of Enterprise Services (DES) Master Contract# 06016. The current Washington State DES Master Contract will expire in 2021, at which time DES will solicit bids again from Microsoft resellers. Each reseller provides a different price for software based on their margin with Microsoft. This is why there is a 5% inflator for the "Year-2" and"Year-3"payments, as it is unknown which reseller will be chosen based on the DES bids,and what the winning reseller's margin will be. Hopefully it will be the same or less, however, it is necessary to provide a possibility of up to a 5% increase. 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