2015-172ORDINANCE NO. 2015 -172
AN ORDINANCE OF THE CITY OF DENTON, TEXAS PROVIDING FOR, AUTHORIZING
AND APPROVING THE PURCHASE OF MICROSOFT OFFICE 365 SOFTWARE AS A
SERVICE (SAAS) AND ADDITIONAL LICENSING FOR WINDOWS DATA CENTER
EDITION AND ENTERPRISE SQL AS APPROVED BY THE STATE OF TEXAS
DEPARTMENT OF INFORMATION RESOURCES (DIR) CONTRACT NUMBER DIR -SDD-
2503; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING
AN EFFECTIVE DATE (FILE 5842- AWARDED TO SHI GOVERNMENT SOLUTIONS IN
THE NOT -TO- EXCEED AMOUNT OF $680,000).
WHEREAS, pursuant to Resolution 92 -019, the State of Texas has solicited, received and
tabulated competitive bids for the purchase of necessary materials, equipment, supplies or services in
accordance with the procedures of state law on behalf of the City of Denton; and
WHEREAS, the City Manager or a designated employee has reviewed and recommended that
the herein described materials, equipment, supplies or services can be purchased by the City through
the State of Texas Department of Information Services Go Direct Program at less cost than the City
would expend if bidding these items individually; and
WHEREAS, the City Council has provided in the City Budget for the appropriation of funds
to be used for the purchase of the materials, equipment, supplies or services approved and accepted
herein; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The numbered items in the following numbered purchase order for materials,
equipment, supplies, or services, shown in the "File Number" listed hereon, and on file in the office
of the Purchasing Agent, are hereby approved:
FILE
NUMER VENDOR AMOUNT
5842 SHI Government Solutions $680,000
SECTION 2. By the acceptance and approval of the above numbered items set forth in the
attached purchase orders, the City accepts the offer of the persons submitting the bids to the State of
Texas Department of Information Services Go Direct Program for such items and agrees to purchase
the materials, equipment, supplies or services in accordance with the terms, conditions,
specifications, standards, quantities and for the specified sums contained in the bid documents and
related documents filed with the State of Texas Department of Information Services Go Direct
Program, and the purchase orders issued by the City.
SECTION 3. Should the City and persons submitting approved and accepted items set forth
in the attached purchase orders wish to enter into a formal written agreement as a result of the City's
ratification of bids awarded by the State of Texas Department of Information Services Go Direct
Program, the City Manager or his designated representative is hereby authorized to execute the
written contract which shall be attached hereto; provided that the written contract is in accordance
with the terms, conditions, specifications and standards contained in the Proposal submitted to the
State of Texas Department of Information Services Go Direct Program, quantities and specified sums
contained in the City's purchase orders, and related documents herein approved and accepted.
SECTION 4. By the acceptance and approval of the above enumerated bids, the City
Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with
the approved bids.
SECTION 5. This ordinance shall become effective immediately upon its passage and
approval.
p
PASSED AND APPROVED this the m.... day of r & 2015,
Cl -i S WATTS, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY: "e
Microsoft
Enterprise Enrollment (Indirect)
Invoice for Quoted Price
Amendment ID M97
000- frmulkey -s -190
Volume Licensing
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
4700744 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.
EnrAmend(Ind)(WW)(ENG)(0ct2011) Invoice for Quoted Price B
M97 Page 1 of 1
Microsoft
no
Volume Licensing
Amendment to Contract Documents (CSD)
Enrollment Number
Microsoft to Complete 4700744 000- frmulkey -s -190
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)
Amendment ID M254
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 Govemment are not included in the
Government Community Cloud. Additional services configuration information is available
upon request.
AmendmentApp 0.4.0.1 M254;M266;M271 B
Page 1 of 7
Remainder of page Intentionally left blank
AmendmentApp 0.4.0.1 M254;M268;M271 B
Page 2 of 7
TABLE A: Office 365 for Government component Online Services—
Corresponding Online Services
Mapping
• •
• •
Exchange Online Plan 1 forGov
Exchange Online Plan 1
Exchange Online Plan 2 forGov
Exchange Online Plan 2
Exchan a Online Kiosk forGov
Exchan a Online Kiosk
Exchange Online Archiving for Exchange
Exchange Online Archiving for Exchange Server
....._ _....�m_rr_....._ .............. Server forG�ow. ....................
,. �..n - �.
L nc Online Plan 1 forGov
Ly ric ine Onl Plan _1_
Lync Online Plan 2 forGov
Lvnc Online Plan 2
Lyric Online Plan 3 forGov
n_c Online Plan 3
SharePoint Online Plan 1 forGov
SharePoint Online Plan 1
SharePoint Online Plan 2 forGov
SharePoint Online Plan 2
Office 365 ProPlus for GovOffice
365 ProPlus
TABLE B: Office 365 for Government Suites — Corresponding Enterprise Online Services Mapping
I 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.
EAEnrAmend(0365 Gov Comm Cloud -SLG M254 B
No PSF ENG Oct2014
Enterprise Enrollment (Indirect)
Amendment ID M268
The parties agree that the Enrollment is amended to add the following terms that shall apply when
Government Partner orders the Enterprise Mobility Suite for Government (the "EMS -G Suite ") or
individual components of the EMS -G Suite, Azure Active Directory Premium for Government ( "AADP-
G") and Azure Rights Management Service for Government ( "RMS -G ") (the EMS -G Suite, AADP -G,
AmendmentApp v1.4.0.1 M254;M268;M271
Page 3 of 7
and RMS -G being collectively, "EMS for Government ") for an Enrolled Affiliate that is a member of the
Community, as that term is defined herein:
4. The following definitions are hereby added to the Enrollment:
"Azure Government Services" means one or more of the services or features Microsoft
makes available to Enrolled Affiliate under this Enrollment and identified at
hftp: // azure .microsoft.com /en -us /regions/ #services, which are provisioned in dedicated
multi- tenant data centers for exclusive use by or for the Community.
"Community" means the community consisting of one or more of the following: (1) a
Government, (2) an Enrolled Affiliate using Azure Government Services to provide
solutions to a Government or a qualified member of the Community, or (3) an Enrolled
Affiliate with Customer Data that is subject to Government regulations for which the
Enrolled Affiliate determines the use of Azure Government Services, and not Windows
Azure Services, is the appropriate Microsoft service to meet the Enrolled Affiliate's
regulatory requirements.
"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.
"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 Entity's state and located within Entity's state's jurisdiction and
geographic boundaries.
"Tribal Entity" means a federally recognized tribal entity eligible for funding and services
from the U.S. Department of Interior by virtue of its status as an Indian tribe.
5. The following new Section is added to the Enrollment:
EMS for Government Terms
a. Applicable Terms. The EMS -G Suite, AADP -G, and RMS -G are subject to the same
terms and conditions as their corresponding Enterprise Services (EMS, Azure Active
Directory Premium, and Azure Rights Management Service, respectively), except as
otherwise provided in the Product List and this Amendment.
b. Community Use Rights. Government Partner certifies that Enrolled Affiliate is a
member of the Community and agrees to ensure that Enrolled Affiliate uses EMS for
Government solely in its capacity as a member of the Community and for the benefit of
end users that are members of the Community. Use of EMS for Government by an entity
that is not a member of the Community or to provide services to non - Community
members is strictly prohibited, and Microsoft, in its discretion, may terminate the
Enrollment for EMS for Government without notice for any such non - compliant use
Government Partner acknowledges that only Community members may use EMS for
Government.
c. Windows Intune. Government Partner understands and acknowledges that Windows
Intune, the third individual component of the EMS -G Suite, will not be provisioned in multi -
tenant data centers for exclusive use by or for the Community.
d. AADP for Government and Azure RMS for Government. Government Partner
understands and acknowledges that AADP -G and RMS -G will not initially be provisioned
in multi- tenant data centers for exclusive use by or for the Community. However, AADP-
G and RMS -G will be provisioned in multi- tenant data centers for exclusive use by or for
AmendmentApp 0.4.0.1 M254;M268;M271 B
Page 4 of 7
the Community at a future date. As soon as practicable following such future date, the
AADP -G and RMS -G services Government Partner is acquiring on behalf of Enrolled
Affiliate will be migrated to the Community multi- tenant data centers.
f:rrGeQlaai rvr Ms Pray "Citrwa �nra� €Na f w N
EN fi
Enterprise Enrollment
Azure Government Services
Amendment ID M271 (Indirect)
This amendment ( "Amendment ") is entered into between the parties on the attached program
signature form. It amends the Enrollment identified above. All terms used but not defined in this
Amendment will have the same meanings provided in the Enrollment.
The parties agree that the Enrollment is amended as follows:
Section 1 ( "Definitions ") of the Enrollment is hereby amended by adding the following:
"Azure Government Services" means one or more of the services or features
Microsoft makes available to Enrolled Affiliate under this Enrollment and identified at
RIt „z /Jrff °rwrr�a(�t /an�alurs 6on,ls rvt which are provisioned in
dedicated multi- tenant data centers for exclusive use by or for the Community.
"Community” means the community consisting of one or more of the following: (1) a
Government, (2) an Enrolled Affiliate using Azure Government 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 Azure Government
Services, and not Microsoft Azure Services, is the appropriate Microsoft service to
meet Customers regulatory requirements.
"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.
"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 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. The Use Rights supersede the terms of any end user license
agreement (on- screen or otherwise) that accompanies a Product. The Use Rights for
Software are published by Microsoft in the Product Use Rights. The Use Rights for
Online Services are published in the Online Services Terms.
g „tt /J irruM r W tP.� oa ��RN „MN �Csn r2 or a
Volume Licensing Site' means l
successor site.
AmendmentApp 0.4.0.1 M254;M268;M271 B
Page 5 of 7
2. The following sentence is added to the end of Section 6(d) of the Enrollment ( "Termination for
cause "):
In addition, it shall be a breach of this Enrollment if Enrolled Affiliate or any Affiliate in
the Enterprise fails to maintain its status as a member of the Community.
3. The following new Section 7 is hereby added to the Enrollment:
7. Azure Government Services
a. Terms and conditions applicability. All terms and conditions applicable to
Microsoft Azure Services also apply to Azure Government Services, except
as otherwise noted in the Product List and this Amendment.
b. Community Use Rights. Enrolled Affiliate certifies that it is a member of the
Community and agrees to use Azure Government Services solely in its
capacity as a member of the Community and for the benefit of end users that
are members of the Community. Use of Azure Government 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 Azure Government Services without notice.
Enrolled Affiliate acknowledges that only Community members may use
Azure Government Services.
c. Use Rights for Azure Government Services. For Azure Government
Services, notwithstanding anything to the contrary in the Use Rights:
i. Customer Data will be stored and processed solely within the
continental United States.
ii. Azure Government Services will be offered only within the United
States.
iii. Additional European Terms, as set forth in the Use Rights, will not
apply.
iv. In the event that a Government regulator or other Government body
with equivalent supervisory authority over Customer ( "Regulator')
formally requests to access the Azure Government Services
operations and controls, Customer will diligently attempt to resolve
that request directly with the Regulator through use of information
and resources Microsoft makes generally available to customers.
Customer will at all times have access to its Customer Data (but not
Customer Data of other Community members) using the standard
features of the service and may delegate such access to
representatives of the Regulator.
In the event the Regulator determines that information available
through these mechanisms is insufficient to address the Regulator's
stated objectives, and provided that Customer and Microsoft have
not otherwise agreed upon an inspection or audit process, upon
Customer's written confirmation that the Regulator has supervisory
authority over Customer to make such a request, Microsoft will
provide the Regulator with the opportunity to communicate with
Microsoft's auditor at Customer's expense and, if required by the
Regulator, a direct right to examine the Azure Government Services,
including examination on premises. Regulator only will be allowed to
access information about Customer. Customer will be liable for
Microsoft's reasonable additional costs associated with such
examination. For clarity, Microsoft and Customer are committed to
working together in good faith to resolve a Regulator request through
discussion and interaction between Customer, Microsoft, and the
AmendmentApp 0.4.0.1 M254;M268;M271 H
Page 6 of 7
Regulator. In the event that Customer and Microsoft have agreed
upon a separate inspection or audit process, such process shall
apply in lieu of this right.
vi. In addition, the "Certifications and Audits" section of the Use Rights
is replaced with the following:
Microsoft will seek to secure and use commercially
reasonable efforts to maintain a provisional Authority to
Operate (ATO) from the Federal Risk and Authorization
Management Program (FedRAMP) Joint Authorization Board
(JAB) or Federal Agency for the Azure Government
Services that are listed at Ufa,;//azure.microsoft.com/en-
a�uflr /j /1�- �lr / °��M�q�,, but are not provided as
"Preview," "Beta," or other pre - release. On a confidential
need -to -know basis, and subject to Enrolled Affiliate's non-
disclosure obligations to Microsoft and additional obligations
required by the Government, Microsoft will make the system
security plan available to Enrolled Affiliate and /or
Government end customers, along with other information
reasonably requested by Government end customers
regarding Microsoft security practices and policies
(collectively, the "Security Policy"); provided, however, that
Microsoft may redact information from the Security Policy if
such information would compromise the security of
Microsoft's information technology environment or the
confidentiality of any third - party's confidential information.
Customer is solely responsible for reviewing the Security
Policy, making an independent determination as to whether
the Security Policy meets Customer's requirements, and for
ensuring that Customer's personnel and consultants follow
the guidelines they are provided regarding data security.
Except for changes made by this Amendment, the Enrollment identified above remains unchanged
and in full force and effect. If there is a conflict between any provision in this Amendment and any
provision in the Enrollment identified above, this Amendment shall control.
V:o�r�+rrroa�aasd Pwrtl r^ ti��dr�C��ard�mrro���GaiGO :��ww+iccM�. w'�^,W E;M1� hluvA��4 Pa1�t%�i ii�f
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 I
AmendmentApp 0.4.0.1 M254;M268;M271 B
Page 7 of 7
Microsoft Volume Licensing
Program Signature Form
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.
By signing below, Customer and the Microsoft Affiliate agree that both parties (1) have received, read
and understand the above contract documents, including any websites or documents incorporated by
reference and any amendments and (2) agree to be bound by the terms of all such documents.
Name of Entity (rnu a 1 en fly dame)* C 61' Denton
Signature*
Printed First and Last Name* CA t✓ a t-o t-C,Ca P' P bR-t\
Printed Title C- A y m p Y\a L r
Signature Date* Ga k `p IJ
Tax ID
nnc cafe required field
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)
Optional 2nd Customer signature or Outsourcer signature (if applicable)
Name of Entity (mu
Signature*
e,ry rj h
Printed First and Last Name* Qv ,r9er C. Camp be.1.\
Printed Title C'A'I
Signature Date* (o (2-0 t S-
6 dlc etas required tielrt
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
APPROVED AS TO FORM:
CITY ATTORNEY
CITY OF DENTON, TEXA S
BY :T.
Program Sig nForm (MS Sign)(NA,LatAm)ExB RA, MLI(ENG)(Aug2014) Page 2 of 2