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Home My WebLink AboutIT14-133 - Original - CompuCom Systems, Inc. - Microsoft Enterprise Agreement - 06/01/2014 i r� Nwu:T ( 35� �5 KIENT E�.. Document n:r 3 CONTRACT COVER SHEET This is to be completed by the Contract Manager prior to submission to City Clerks Office. All portions are to be completed. If you have questions, please contact City Clerk's Office. Vendor Name: CompuCom Systems Inc. for Microsoft Vendor Number: 747080 7D Edwards Number Contract Number: This is assigned by City Clerk's Office Project Name: Enterprise Enrollment Volume Licensing Description: ❑ Interlocal Agreement ❑ Change Order ❑ Amendment ® Contract ❑ Other; Contract Effective Date: 6/1/2014 Termination Date: 1/31/2017 Contract Renewal Notice (Days): Number of days required notice for termination or renewal or amendment Contract Manager: Sean Kelsey Department: IT Detail: (i.e. address, location, parcel number, tax id, etc.): S:Pu bllc\RecordsManagement\Forms\Co otractCover\a dcc7832 111/0B Microsoft Volume Licensing Program Signature Form MBAWBSA number 052814v-jwood0l Agreement number 01 E73529 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. se o , r atrr s e ?a en ;� Ifed�� daft ve x r�e t sin p era` e 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 .r <Choose A reement> <Choose A reement> <Choose A reement> <Choose A reement> <Choose A reement> Enterprise Enrollment X20-10631 <Choose Enrollment/Re istration> <Choose EnrdimentlRe istration> <Choose Enrdlment/Re istration> <Choose Enrollment/Re istration> Product Selection Form 0195961.002 PSF Amendment CTM NE 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. I i ProgramSlgnForm(MSSI gn)(NA,LatAm)ExBRA,M LI(ENG)(Oct2013) Page 1 of 3 Name o i ( ust be le an ity name)*Uy of Kent Signatu Printed First and Last Name*Mike Carri ton Printed Title Information Technold anger Signature Date*512 712 01 4 Tax ID 01-6001254 II'I *indicates required field Mic�6s6ft Microsoft Licensing,OP Signature Printed First and Last Name Micros ft L cen ng, G Printed Title Signature Date Q 'M Y 2 20N (date Mlcrosoft Affiliate countersigns) Tara Hartsoch Agreement Effective Date ` t` il.f Duly Authorized on behalf of /± Microsoft Licensing, GP.. (maybe diffemnt than Mlcrosolrs signature date) Optional 2ad Customer signature or Oullsourcer signature(if applicable) 6ust,Name of Entity(must be legal entity name)* Signature* Printed First and Last Name* Printed Title Signature Data* *indicates required field o 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 ProgramSignFonn(MSSign)(NA,LatAm)E%BRA,MLI(ENG)(Oct2gl3) Page 2 of 3 i 1 address, When the signature form is fully executed by Microsoft,Customer will receive a confirmation copy. Microsoft Licensing, GP Dept.551,Volume Licensing 6100 Nail Road,Suite 210 Reno, Nevada 89511-1137 USA II I I ProgramSIgnForm(MSSign)(NA,LatAm)FxBRA,MLI(ENG)(Oct2g13) page 3 of 3 i r! Microsoft Volume Licensing Enterprise Enrollment State and Local Enterprise Enrollment number i � `'� Proposal lDlFramework lD 052814v-jwood0l (Microsoft to complete) V I Previous Enrollment number 5139237 Eadlest expiring previous 5/31/2014 fResellerto complete) Enrollment and date This Enrollment must be attached to a signature form to be valld. This Microsoft Enterprise Enrollment Is entered Into between the entitles 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 AgreementlEnrollment farm 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. All terms used but not defined are located at http://www.microsoft.com/licensina/c 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 dateof 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. "Enterprise Online Service"means any Online Service designated as an Enterprise Online Service in the Product List 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 List and chosen by Enrolled Affiliate under this Enrollment. Enterprise EA2013EnrGov(LIS)SLG(ENG)(Oct2013) Page t of 0 Document X2040631 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. "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. "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 Enterprise and is: (1) a personal desktop computer, portable computer, workstation, or similar device capable of running Windows Professional 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 includeany device that Is: (1) 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 Enrollment) as part of Enrolled Affiliate's Enteip'rlse. 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 List. "Reserved License" means for an Online Service identified as eligible for.6ue-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, "Transition Period" means the time between the Transition and the next Enrollment anniversary date for which the Transition is reported. 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. (1) Enterprise Commitment. If ordering any Enterprise Products, Enrolled Affiliate's order must include coverage for all Qualified Users or Qualified Devices, depending on the License Type, of one or more Enterprise Products or a mix of Enterprise Products and the corresponding Enterprise Online Services. (11) Enterprise Online Services. If ordering Enterprise Online Services oLdy, then Enrolled Affiliate must maintain at least 250 Subscription Licenses. b. Additional Products. Upon satisfying the minimum order requirements above, Enrolled Affiliate may order Additional Products and Services. c. Product 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 EA2013EnrGov(US)SLG(ENG)(Oct2013) Page 2 of 9 Document X20-10631 l 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. Adding Products. (1) Adding new Products not previously ordered. Enrolled Affiliate may add new Enterprise Products by entering into a new Enrollment or as part of a renewal. Now Enterprise Online Services may be added 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. (if) Adding Licenses for previously ordered Products. Additional Licenses for previously ordered Products must be Included In the next true-up order. Enrolled Affiliate must purchase Services and Licenses for Online Services prior to use, unless the Online Services are(1) identified as eligible for true-up in the Product List or(2) included as part of other Licenses(e,g., Enterprise CAL). f. True-up requirements. (1) True-up order. Enrolled Affiliate must submit an annual true-up order that accounts for changes since the initial order or last true-up order, including: (1) any increase In Licenses, Including any increase in Qualified Devices or Qualified Users and Reserved Licenses; (2)Transitions(if permitted); or(3) Subscription License quantity reductions (if permitted). Microsoft, at its discretion, may.validate the customer true- up data submitted through a formal product deployment assessment using an approved Microsoft partner. (if) Enterprise. Products. Enrolled Affiliate must determine the numtier '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'afready,covered,by existing Licenses; including any Enterprise Online Services. (III)Additional Products. For Proddpts that have been pravlodsly ordered, Enrolled Affiliate must determine the Additional Products used and order the License difference(If any). (iv)Online Services. For Online Services identified as eligible for,true-up orders in the Product List, Enrolled Affiliate may first reserve the additional Licenses prior to use. Microsoft will provide a report of Reserved Licenses in excess of existing orders to Enrolled Affiliate and Its Reseller. Reserved Licenses will be invoiced retroactively for the prior year based upon the month in which they were reserved. (v) Transitions. Enrolled Affiliate must report all Transitions. Transitions may result in an increase in Licenses to be included on the true-up order and a reduction of Licenses for prior orders. Reductions In Licenses will be effective at end of the Transition Period. Associated invoices will also reflect this change. For Licenses paid upfront, Microsoft will issue a credit for the remaining months of Software Assurance or Subscription Licenses thatwere reduced as part of the Transition. (vi)True-up due date. The true-up order must be received by Microsoft between 60 and 30 days prior to the Enrollment anniversary date. The third-year anniversary true-up order is due within 30 days prior to the Expiration Date. Enrolled Affiliate may true-up more often than at each Enrollment anniversary date except for Subscription License reductions. (vll)Late true-up order.If the true-up order Is not received when due: 1) Microsoft will invoice Reseller for all Reserved Licenses not previously ordered. 2) Transitions and Subscription License reductions cannot be reported until the following Enrollment anniversary date(or at Enrollment renewal, as applicable). EA2013EnrGov(US)SLG(ENG)(Dct2013) Page 3 of 9 Document X20-10631 (viil)Subscription License reductions. Enrolled Affiliate may reduce the quantity of Subscription Licenses on a prospective basis if permitted in the Product List as follows: 1) For Subscription Licenses 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 Quaffed Devices identified on the Product Selection Form. Step-up Licenses do not count towards this total count. 2) For Enterprise Online Services 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. (ix) 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 has not: (1) changed the number of Qualified Devices and Qualified Users licensed with Enterprise Products or Enterprise Online Services;, and (2) Increased its usage of Additional Products. This update statement must be signed by Enrolled Affiliate's authorized representative. The update statement must be received by Microsoft between 60 and 30 days prior to the Enrollment anniversary date. The last update statement Is due within 30 days prior to the Ezpirafldn;Date. g. Step-up Licenses..For Licenses eligible fora step-up under this Enrollment, Enrolled Affiliate may step-up to.a higher edition or suite as follows: ; (1) For .step-up',Licenses included on an initial order, Enrolled Affiliate may.order according to the.true-up process. (11) If step-up Licenses ate not,included on an,initIol order; Enrolled Affiliate,may step-up initially by following the process described in'the'Section titled"Adding hew Products not previously ordered,"then for additional step-up Licenses, by following the true-up order process. (111) If Enrolled Affiliate has previously ordered an Online Service as an Additional Product and wants to step-up to an Enterprise Online Service eligible for a Transition, the step-up may be reported as a Transition. (tv) If Enrolled Affiliate Transitions a License, it may be able to further step-up the Transitioned License. If Enrolled Affiliate chooses to step-up and the step-up License is separately eligible to be Transitioned, such step-up Licenses may result In a License reduction at the Enrollment anniversary date following the step-up. h. 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. 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. Price Level's will be captured in the Product Selection Form. b. Setting Prices, Enrolled Affiliate's prices for each Product will be established by its Reseller. As long as Enrolled Affiliate continues to qualify for the same price level, Microsoft's prices for Resellers for each Product or Service will be fixed throughout the applicable initial or renewal Enrollment term. However, if Enrolled Affiliate qualifies for a different price level, Microsoft will establish a new price level for future new orders either EA2013EnrGov(US)SLG(ENG)(Oct2013) Page 4 of 9 Document X20-10631 I upon Enrolled Affiliate's request or on its own initiative. Any changes will be based upon price level rules in the Product Selection Form. 4. Payment terms. For the initial or renewal order, Enrolled Affiliate may pay upfront or elect to spread its payments over the applicable Enrollment term. If spread payments are elected, unless indicated otherwise, 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 on each 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. Transitions. a. Transition requirements. (1) Licenses with active Software Assurance or Subscription Licenses may be Transitioned at any time if permitted in the Product List. Enrolled Affiliate may not, however, reduce the quantity of Licenses or associated Software Assurance prior to the end of the Transition Period. (it) Enrolled Affiliate must order the Licenses to which it Is transitioning for the year(s) following the Transition Period. (III) If a Transition Is made back to a License that had active Software Assurance as of the date of Transition, then Software Assurance must be re-ordered for all such Licenses on a prospective basis following the Transition Period. 86ffware Assurance coverage may nqt exceed the quantity of perpetual Licenses for.which Software Assurance was current at the time of any prior Trahsition., Software Assurance may not be applied to Licenses transferred.by.Enrolled Affiliate:% (iv)if a device-based License is Transitioned to a user--based License, all users of the device must be licensed as part of the Transition. - (v) If a user-based License is Transitionedi to.a`devlce.based License, all devices accessed by the user must be licensed as part of the Transition. b. Effect of Transition on Licenses. (1) Transition will not affect Enrolled Affiliate's rights in perpetual Licenses paid in full. (11) New version rights will be granted for perpetual Licenses covered by Software Assurance up to the end of the Transition Period. (tit) For L&SA not paid in full at the end of the Transition Period, Enrolled Affiliate will have perpetual Licenses for a proportional amount equal to the amounts paid for the Transitioned Product as of the end of the Transition Period. (iv) For L&SA not paid in full or granted a perpetual License in accordance with the above or Subscription Licenses, all rights to Transitioned Licenses cease at the end of the Transition Period. 6. 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 the Enrollment for one additional 36 full calendar month term or signing a new Enrollment. Microsoft must receive a Product Selection Form and renewal order prior to or at the Expiration Date. The renewal term will start on the day following the Expiration Date. Microsoft will not unreasonably reject any renewal. Microsoft may EA2013EnrGov(US)SLG(ENG)(Oct2013) Page a of 9 Document X20.10631 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. (1) 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 L&SA. (it) Online Services eligible for an Extended Term. For Online Services identified as eligible for an Extended Term in the Product List, 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 for Enrolled Affiliate's price level as of the Expiration Date plus a 3% administrative fee for up to one year. If Enrolled Affiliate does want an Extended Term, Resellermust submit a request to Microsoft. Microsoft must receive the request not less than 30 days prior to the Expiration Date. 2) Cancellation during Extended Term. If Enrolled Affiliate has opted for the Extended Term and later determines not to continue with the Extended Term, Resellermust submit 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 the notice. (111)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 uninsialled and destroyed and Enrolled Affliate's Enterprlse must discontinue use. Micro 6f(may request written certification to verify compliance, (Iv)Customer Data. Upon exp'ifation`or termination of a License for Online Services, Microsoft will keep Customer's.Data in a limited function account for 90 days se that Customer may extract it. Enrolled Affiliate will reimburse Microsoft if there are any associated costs. After 90 days Microsoft will disable Enrolled Affiliate's account and will 'delete Its Customer Data. Enrolled Affiliate agrees that, other than as described above, Microsoft has no obligation to continue to hold, export or return Enrolled Affiliate's Customer Data and that Microsoft has no liability whatsoever for deletion of Enrolled Affiliate's Customer Data pursuant to these terms. d. Termination for cause.Any termination for cause of this Enrollment will be subject to the "Termination for cause"section of the Agreement. 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, Microsoft will issue Reseller a credit for any amount paid in advance that would apply after the date of termination. 'll EA2013EnrGov(US)SLG(ENG)(Oct2013) Page 6 of 9 Document x20-10031 t., Enrollment Details 9. 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. Enrolled Affiliate's organization includes. 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 ❑ 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: I, b. Please indicate whether the Enrolled,Affllates Enterprise will include all new Affiliates I acquired after the start of this Enrollment:Check only one box in this section: ® Enrolled Affiliate's Enterprise will Include all new Affiliates acquired after the start of this Enrollment " ❑ Enrolled Affiliate's Enterprise will not Include all new Affiliates acquired after the start of this Enrollment ,If no selection is made, or If both boxes are checked, Microsoft will deem the Enterprise to include all 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 htfos:/www.microsoft com/licenslnolservicecenter. 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 Kent Contact name*First Sean Last Kelsey Contact email address*skelsey@kentwa.gov Street address*220 Fourth Ave S EA2013EnrGov(US)SLG(ENG)(Oct2013) Page 7 of 9 Document MO-10831 City*Kent State/Province*WA Postal code*98032-5838 (For U.S.addresses,please provide the zip+4,e.g. xxxxx-xxxx) Country*USA Phone*253.856-4611 Tax ID 91-6001254 *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 for applicable Online Services to add or reassign Licenses, step-up,and initiate Transitions prior to a true-up order. ® Same as primary contact (default if no Information is provided below, even if the box is not checked). Contact name*First Last Contact email address* Street address* City* StatelProvince* Postal code* ` (For U.S. addresses,please provide the zip+4,e.g. xxxxx-xxxx) Country* Phone* Language preference. Choose the language,for notices, English ElThis contact is a third party(not the Enrolled Affiliate)"Warning:This contact receives personally Identifiable information of the Customer and Its Affiliates. *indicateii required fields c. .Online Services Manager..This contact is authorized to manage the ,Online Services ordered under the Enrollment and (for aoplicable'Onllne. Services) to add or reassign Licenses, step-up,and initiate Transitions.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 Last Contact email address* Phone* ❑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*GompuCom Systems, Inc Street address(PO boxes will not be accepted)*7171 Forest Lane City*Dallas State/Province*Texas Postal code 75230.2306 Country*United States Contact name*Bruce Valentin Phone*972-856-4617 Contact email address*msadmin@compucom.com *indicates required fields EA2013EnrGov(U8)SLG(ENG)(0ct2013) Page a of 9 Document X20-10631 By signing below, the Reseller identified above confirms that all information provided in this Enrollment is correct.n q Signature* i t kM!!— Printed name*Bruce E.Valentin Printed title*Microsoft Licensing Specialist Date* 5/28/2014 *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 nofify Microsoft and the 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 Aifilate 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. (1) Additional notices contact (11) Software Assurance manager (111)Subscriptions manager (iv)Customer Support Manager(CSM)contact 3. Financing elections. Is a purchase under this Enrollment being financed through MS Financing? ,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 Licensing,GP. I� I I EA2013EmGov(US)SLG(ENG)(0ct2013) Page 9 of 9 Document X20-10631 i Enterprise Enrollment Product Selection Form Microsoft I Volume Licensing Proposal ID Enrollment Number: 0195961.002 Language: English(United States) e Enterprise 65a 1,000 0.9 Components Only User Licenses n II Care CAL, including Bridge CAL's(if applicable) I!i Core CAL 1,000 Windows Enterprise OS Upgrade 650 2 3 4 Office Professional Client Access CllentAccess Windows Desktop Plus+Office License+Office 365 License+Wndows Upgrade+Windows _ - — Professional Plus (Plans E1-E4) Intune VDA+Wndows for Office 365+ Companion Office 365(Plans Subscription E2—E4) License 0 1000 1000 850 Enterprise Products and Enterprise Online Services:Unless otherwise indlcated 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 tlditionai Product Systems Pool:Unless otherwise indicated in associated contract documents,Price level set using quantity from Group 4. D BUM MMMN - dSelForm ENG Page 1 of 2 EA FASPro (VVIM( ) 9 I Enterprise Enrollment Product Selection Form Microsoft I Volume Licensing 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: s fi 2,399 and below A 2,400 to 5,999 a 6,000 to 14,999 C 15,000 and above O Note 1:Enterprise Online Services may not be available in all locations. Please seethe Product List fora list of locations where these may be purchased. Note 2:Enrolled Affiliate acknowledges that in orderto use a third party to reimage the Windows Operating System Upgrade,Enrolled Affiliate must certify that it has acquired qualifying operating system licenses.See the Product List for details. Note 3:If Enrolled Affiliate does not order an Enterprise Product or Enterprise Online Service associated with an applicable Product pool, the price level forAdditional Products In the same pool will be price level°A°throughoulthe term of the Enrollment.Referto the Qualifying Government Entity Addendum pricing provision far more details on price leveling. Note 4:Unless otherwise indicated in associated Agreement documents,the CAL selection must be the same across the Enterprise for each Profile. EA-EASProdSelForm(Vt W)(ENG) Page 2 of 2 i Microsoft Volume Licensing I Enterprise Enrollment Amendment ID CTM � a5zgav jWood01� ` Notwithstanding anything to the contrary,the effective date of this enrollment is June 1,2014. Further, the section of the Enrollment entitled"Term"is amended and replaced in full with the following: This enrollment will expire thirty two(32)full calendar months from the effective date.As a result of the revised term,the anniversary dates for Years 2 and 3 of the Enrollment are set as: • 1st anniversary date will be February 1, 2015 , • 2"a anniversary date will be February 1,2016 I Illf EAEnrAmend(WW)(ENG)(Apr2014) 6D CTM Page 1 of 1 +' (q N Lq N oq M N N O (O (O Uo chi^ a o ri ro (o di ro O (V (V m dm' N W N m (O K (V oS 1 r W m O O O r r N F- r c (6 N L6 cq 4 (NO r M (O (ND N R L N O t0 N (O m y R C6 O C W 'E LQ N m rn n rn m t� o (n 3 Q co O r d" U M m M O O U C U M N N c �- ID 7 R O N N LO Om W N N h r N m H W o � m Lo o co a aNro wNnr um ro r � J h E U m v a N N V li PE yyyy R ~ X r T1. d Q 3 O ^r`, LL C^C R E Y 0 O a (D O coR !0 o N N V N N 'i o` o o > 0 , r L N 3 N A®Zv R j R W QQ ¢ L >. m aa W o W Q W W o Wo E E E E N N m D o o E Em /� m R co N � `c' 3 LO No E Y N O CO Q N N CJ N R ' O R 3 0 — rn D Y " m a o c a > C3 (� mU N>ZQ(U�' 7 0 > Q > O U O Q Q d QQ > Q QOO N (�N z F oQ2m Q Q o yN L V a W c C7 � Q N O'ro > > w Z o Ca ® > V U rn o E > O U_ C V O m (D 7) 'O a+ T C z `p 0 d o a) d 0 47 _N L (6 0 N R a U Wco M CE! U R O O U N O r cR0 I— O m C 01 �Tm 3 @ N V CO (7 ¢ N o E o ° m � � p `o ° m L E CD o zw `� s ci c 2 > I— 0 3 to c �t fn Page 1 of 1 Date: 5/19/2014 From: Com uCom Systems Inc To: Cit of Kent EA Renewal 1-8 months 2014 Annual prat W06-00445 CoreCAL ALNG LicSAPk MVL UsrCAL ;1000 $63.32 $63,324.80 395-02504 ExchgSvrEnt ALNG SA MVL 2 $435.87 $871.74 312-02257 ExchgSvrStd ALNG SA MVL 2 $76.48 $152.97 7JQ-00343 SQLSvrEntCore ALNG SA MVL 2Lic CoreLic 4 $1,479.50 $5,917.99 4ZF-00019 VDA ALNG SubsVL MVL PerDvc 284 $43.52 $12,359.68 77D-00111 VSProwMSDN ALNG SA MVL 12 $202.31 $2,427.72 CW2-00277 WlnEntforSA ALNG SAMVL 850 $20.56 $17,476.00 6VC-01254 WlnRmtDsktpSrvcsCALALNG SA MVL UsrCAL 130 $13.161 $1,710.59 P71-07282 WlnSvrDataCtrALNG SA MVL2Proc 10 $662.851 $6,628.54 $110,870.04 EA 2nd yr 2015 W06-00445 CoreCAL ALNG LlcSAPk MVL UsrCAL 1000 $74.02 $74,016.00 395-02504 ExchgSvrEnt ALNG SA MVL 2 $653.81 $1,307.62 312-02257 ExchgSvrStd ALNG SA MVL 2 $114.31 $228.63 7JQ-00343 SQLSvrEntCore ALNG SA MVL 2Lic CoreLic 4 $2,218.84 $8,875.34 4ZF-00019 VDA ALNG SubsVL MVL PerDvc 284 $65.28 $18,539.52 77D-00111 VSProwMSDN ALNG SA MVL 12 $303.47 $3,641.59 CW2-00277 WinEntforSA ALNG SA MVL 850 $31.25 $26,563.52 6VC-01254 WlnRmtDsktpSrvcsCAL ALNG SA MVL UsrCAL 130 $18.92 $2,458.98 P71-07282 WInSvrDataCtrALNG SA MVL2Proc 10 $994.28 $9,942.82 $145,574.00 EA 3rd yr 2016 i W06-00445 CoreCAL ALNG LicSAPk MVL UsrCAL 1000 $74.02 $74,016.00 395-02504 ExchgSvrEnt ALNG SA MVL 2 $653.81 $1,307.62 312-02257 ExchgSvrStd ALNG SA MVL 2 $114.31 $228.63 7JQ-00343 SQLSvrEntCore ALNG SA MVL 2LIc CoreLic 4 $2,218.84 $8,875.34 4ZF-00019 VDA ALNG SubsVL MVL PerDvc 284 $65.28 $18,539.52 77D-00111 VSProwMSDN ALNG SA MVL 12 303.4656 $3,641.59 CW2-00277 WinEntforSA ALNG SA MVL 850 31.2512 $26,563.52 6VC-01254 WinRmtDsktpSrvcsCAL ALNG SA MVL UsrCAL 130 18.9152 $2,458.98 P71-07282 WinSvrDataCtr ALNG SA MVL 2Proc 10 $994.28 $9,942.82 $145,574.00 EA Enrollment q 8139237 Your current EA expires 5/31/2014 i CompuCom Systems Confidential 5/27/2014 Page 1 REQUEST FOR MAYOR'S SIGNATURE KENT Please Fill in All Applicable Boxes Routing Information (ALL REQUESTS MUST FIRST BE ROUTED THROUGH THE LAW DEPARTMENT) Ori inator: Tamara En wall Phone (Originator): 4602 Date Sent: 5/27/2014 Date Required: 5/27/2014 URGENT DEADLINE Return Signed Document to: Tamara CONTRACT TERMINATION DATE: 1/31/2017 VENDOR NAME: CompuCom (WA State DATE OF COUNCIL APPROVAL: Council Vender for Microsoft) approval is for the amount necessary to cover the cost from 6/l/2014-1/31/2015. Brief Explanation of Document: Attached enrollment for Microsoft product licensing for the City of Kent is covered under the WA State Vendors Enterprise Agreement. This enrollment covers the time frame of 6/1/2014- 1/31/2017. The current required amount of $121,402.69 (with tax) is covered in the Council approval process received during the Biennium adjustment in 2013. It is URGENT that the approval of this Purchase Order amount be completed by end of day TODAY in order to meet the required non-negotiable deadline of May 31, 2014. If we do not meet the deadline then we will be out of compliance and the only option would then be to purchase all of the licenses again at a significant increase in cost. IT will be taking the remaining amount required for fulfillment for the time frame of 2/1/2015- 1/31/2017 through the normal Council approval process. All Contracts Must Be Routed Through The Law Department completed by the Law Department) Received: / k Approval of Law Dept.: — Law Dept. Comments: Date Forwarded to Mayor: Shaded Areas To Be Completed By Administration Staff I Received Recommendations and Comments: Disposition: Date Returned: • KENT «.S.,wo.c.. Agenda Item: Consent Calendar - 7H TO: City Council DATE: June 17, 2014 SUBJECT: Microsoft Product Licensing - 2014 Enterprise Agreement - Authorize MOTION: Authorize the Mayor to execute all documents necessary to enter into a two year and eight month contract with CompuCom Systems, Inc., the reselling agent for Microsoft Inc., to renew the Microsoft Enterprise Software Agreement, and to ratify all acts consistent with this motion. SUMMARY: The City has a number of Microsoft software products deployed throughout our desktop computers, mobile devices and servers. In June of 2008, the City entered into a three year Enterprise License Agreement ("EA") with Microsoft through a Value Added Reseller ("VAR") for these software products. The agreement was comprised of three annual payments, totaling approximately $650,000. The City again renewed its agreement in 2011 after a significant reduction and total replacement of several Microsoft products deployed for another three years at a cost of approximately $140,000. June 1st of 2014 marks the renewal date for the next three year EA. In an effort to more closely align the EA timeframe with the city's biennial budget cycle, this agreement covers the last 8 months of this year, plus the next biennial budget cycle, for a total contract term of 2 years, 8 months. The total cost of this agreement over that term is $440,209.76, based on the latest quote from our VAR. This reflects an annual cost that is more than triple what the city paid over the last EA. To complicate matters, Microsoft has told the city that, if payment for the first 8 month term is not promised by the end of May, 2014, the city will have to re-license these products at an additional cost of nearly $500,000. In order to avoid that penalty, the city has verbally committed to this timeframe with the VAR, which is the reason the motion includes a ratification clause. EXHIBIT(S): None RECOMMENDED BY: Operations Committee YEA: Thomas - Boyce - Ralph NAY: BUDGET IMPACTS: The original related IT Operating Budget allocation coupled with the 2013 Council approved biennial adjustment adequately covers the associated 2014 cost. Consideration for the remaining two years will be requested as a part of the 2015-2016 budget cycle. 5 INFORMATION TECHNOLOGY DEPARTMENT Mike Carrington, Director Information Technology KENT Phone: 253-856-4607 w•. Fax: 253-856-4700 Address: 220 Fourth Avenue S. Kent, WA. 98032-5895 DATE: June 03, 2014 TO: Operations Committee FROM: Mike Carrington, Information Technology Director SUBJECT: Microsoft Product Licensing - 2014 Enterprise Agreement MOTION: Authorize the Mayor to execute all documents necessary to enter into a two year and eight month contract with CompuCom Systems, Inc., the reselling agent for Microsoft Inc., to renew the Microsoft Enterprise Software Agreement, and to ratify all acts consistent with this motion. SUMMARY: The City has a number of Microsoft software products deployed throughout our desktop computers, mobile devices and servers. In June of 2008, the City entered into a three year Enterprise License Agreement ("EA") with Microsoft through a Value Added Reseller ("VAR") for these software products. The agreement was comprised of three annual payments, totaling approximately $650,000, The City again renewed its agreement in 2011 after a significant reduction and total replacement of several Microsoft products deployed for another three years at a cost of approximately $140,000. June 1't of 2014 marks the renewal date for the next three year EA. In an effort to more closely align the EA timeframe with the city's biennial budget cycle, this agreement covers the last 8 months of this year, plus the next biennial budget cycle, for a total contract term of 2 years, 8 months. The total cost of this agreement over that term is $440,209.76, based on the latest quote from our VAR. This reflects an annual cost that is more than triple what the city paid over the last EA. To complicate matters, Microsoft has told the city that, if payment for the first 8 month term Is not promised by the end of May, 2014, the city will have to re-license these products at an additional cost of nearly $500,000. In order to avoid that penalty, the city has verbally committed to this timeframe with the VAR, which is the reason the motion includes a ratification clause. Information Technology staff will be available to answer any questions the committee might have on this topic. EXHIBITS: None Budget Impact: The original related IT Operating Budget allocation coupled with the 2013 Council approved biennial adjustment adequately covers the associated 2014 cost. Consideration for the remaining two years will be requested as a part of the 2015-2016 budget cycle. Smith, L mnette From: Janice.J.Edward's@compucom.com Sent: Friday, May 23, 2014 3:08 PM To: Engwall,Tarnara Subject: t J f k `M§'t"wwntr cts Attachments: DES Amendment Microsoft A14-01,pdf; DES Contract T11-MSR-579 dated 05 01 Updf Here are the ones you would need for your lawyers. Let me know if you need anything else. Thanks and have a great weekend.. Senior SLG Software Consultant CornpuCoM Phone: 406-295-4548 Cell. 406-334-6035 iedwardsPconipucom.com i C�nr. L 7. STATE OF WASHINGTON DEPARTMENT OF ENTERPRISE SERVICES 1500 Afferson Suoot SE.Olympia,OVA 90501 Amendment 14-01 To Contract Tll-MST-579 For CompuCom Systems Reseller of Microsoft Products and Services This Amendment 14-01 to Agreement Number Tll-MST-579 ("the Contract") is entered into by and between the State of Washington, Department of Enterprise Services("DES")and CornpuCom Systems, Inc.("Vendor"or"CompuCom"). WHEREAS,the parties previously entered into the Contract for the purchase of Microsoft Products and Associated Services with an Effective Date of May 1,2011; WHEREAS,effective October 1,2011,The Department of information Services(DIS)reorganized into the Department of Enterprise Services(DES). All reference(s)to"Department of information Services"or "DIS"are hereby replaced by"Department of Enterprise Services"or"DES"respectively. NOW THEREFORE,pursuant to Section 2S of the Contract,the parties agree to amend as follows: 1 Transfer Contract activity areviousiv conducted by DES to"Customer(s): 1. By signing this Amendment,each party hereby consents to this Amendment and recognizes that greater direct Customer contact will occur. 11 Pridne.Invoice.and Payment. 1. The pricing discount structure,as detailed in Section 4.1 of the Contract Is revised; Enterprise and Select License Discount from Level D Licensing Pool(all product licensing available under 18.5% Microsoft EA and Select(includes SA))and all media L Vendor agrees to develop,maintain and make available,a complete priainng schedule reflecting the discounts noted above and provide the DES Contract Administrator a link that can be made available through the DES website.This price schedule is to be updated in concert with changes to the manufacturers price list c.� � a� Amendment 14-01 To Contract T11-MST-579 3. A new Section 4.4 shall be added Vendor shall provide the DES Purchasing Contract Administrator an electronic copy of the current price list at no cost within three(3)days of request 4. DES Contract Administration Fee. New Contracts.CompuCom will collect.74%on behalf of DES for all purchases through this Contract. This fee will be added to all purchases,quotes and orders for all Customers with Microsoft Agreements effective February 1,2014. Existing Contracts.For three and five year term Microsoft Agreements that are mid-agreement at the time of this Amendment 04.01,CompuCom shall incorporate 1.74%on all purchases, quotes and orders. 1%will be retained by CompuCom as a price adjustment and.74X will be paid to DES as a Contract Administration Fee. III Taxes 1. Adding to Section 6,a new item,6.4; To read....Contract Administration Fees will be subject to sales tax. IV Invoice and Pavment 1. Section 7.1 of the Contract is revised; To read ...Vendor shall submit properly itemized invoices to the Customer as provided In the Customer purchase order("Purchase Order"). CompuCom will track license purchases and send a report to agency Customers regarding their monthly and annual Microsoft purchases. V Administrative Fee and Ouarteriv Renortine 1. Section 9.7 is replaced with the following:A Contract Administration Fee Is Imposed. Beginning with sales February 1,2014,the Vendor shall collect from the Customer,a.74 percent(0.0074) Contract Administrative Fee throughout the remainder of the Contract as indicated in Section 11(4).Please refer to reporting schedule below. 2. The Vendor will utilize the ConUsage system for reports. This is an on-line usage reporting system which will be available as a tool to report quarterly contract sales by Customer. When reporting, Vendor will report all contract activity which generated income for this Contract during the quarter. However, Vendor will pay the Contract Administrative Fee only on that portion which is new enrollments,and extended or modified Contracts. 3. The reporting schedule will be as noted below. uartcr Ouater Ends Report Due 1st March 31 st April 30th state of Washington TI I-COR-543 „fie Deparimcnt of Enterprise Services Page 2 or Amendment 14-01 `' �' (e a` Amendment 14-01 To Contract Tit-MST-579 2nd June 30th July 31st 3rd September 30t1t October 31 st 4th December 3 l st January 3 1" Prior to the due date for your report,an account wX be established,and a log-in provided. The location of the tool is https://fortress.wa.gov/ga/aQl3s/CSRI]ogin.aSi3K. 4. Section 9.9 and 9.10 are deleted. Vl Ordering 1. Section 11.1 of the Contract is modified; To read....Vendor shall accept Customer Purchase Orders.Properly completed Purchase Orders must be processed by the Vendor and submitted using Vendor's reporting method to Microsoft within two(2)business days of receipt of Purchase Order. 2. Section 11.2 of the Contract is modified; To read....For Purchase Orders that are not properly completed,Vendor must notify Customer of those errors within one(1)business day.Once the Customer corrects the Purchase Order errors and submits corrected Purchase Order to Vendor,Vendor must use corrected Purchase Orders in conjunction with Vendor's reporting method to submit orders to Microsoft within two (2)business days of receipt of the corrected Purchase Order 3. Section 11.3 of the Contract is modified to read; Vendor shall only accept Purchase Orders originating from Customers as detailed in the definition of Customer,in performance of this Contract. VII Enrollment 1. Section 12.2 of the Contract Is modified; To read.....Vendor shall work with Customers to complete Enrollment Forms and submit them within two(2)business days of completion. 2. Section 12.3 of the Contract is modified; To read.....Vendor shall print the then-current Microsoft Product Use Rights,work with Customers to complete Enrollment Forms,and submit the Enrollment Forms within two(2) business days of completion. Vlll Shiopinp 1. Section 13.1 of the Contract is modified; To read.....Vendor shall pay all standard shipping and handling charges associated with delivery of Products anywhere within the State of Washington. state of Washington TI I-COR-543 a3 Department of Enterpnse Services Page 3 of 4 Amendment 14-01 Amendment 14-02 To Contract Tll-MST-579 2. Section 13.2 of the Contract is deleted. VIII Product Replacement or Return 1. Since the Customer is working with the Vendor directly, replace all references to DIS in Section 14,Product Delivery and Section 1S, Product Replacement/Returns with the term"Customer". IX Four Hour Response 1. Replace the reference to DIS in Section 16 with the term"Customer." X Definitions of Terms 1. Replace the term"DIS Purchasing Administrator"with"DES Contract Administrator." All other provisions of Contract Tll-MST-579 shall remain in Full force and effect. This Amendment,14-01,shall be effective as of February 1,2014. Approved Approved State of Washington, CompuCom Systems,Inc. Department of Enterprise Services i hat Signatu Richard A.McDonough Print or Type Nome c al _ =-✓' VP&Secretary 0211/14 Title Date Title Date D,Enterprise State of Washington T1 I•COR-543 i,Department of Sen ices Page 4 of 4 Amendment 14-01 Contract Number T11-MST-579 for Microsoft Products and Associated Services between the Department of Information Services and CompuCom Systems, Inc. Effective Date: May 1, 2011 Table N[Contents iDefinition ny Terms............................................................................................................................. ) 2. Term o[Contract................................................................................... .............................................] ISurvivorship........................................................................................................................................ 4. Pricing---'--_._-----.._-....--_'_--------.-------''---4 5. Advance Payment Prohibited..............................................................................................................4 8. Taxes...................................................................................................................................................4 7. Invoice and Payment........................................................................................................................ 5 8. Overpayments to Vendor....................................................................................................................6 A. Products and Services.........................................................................................................................0 \O. Ordering..............................................................................................................................................7 H. Enru |mcnts'-..................................................................................................................................... 12. Shipping --_-_----------------_--'_-------'----.,-8 13. Product Delivery.................................................................................................................................8 14. Product Replacement/Return..............................................................................................................0 liFour Hour Response............................................................................................................................9 16. {n Data...................................................................................................................9 17. Site Security............................................................................................................................... ........0 10. Vendor Commitments,Warranties and Representations....................................................................g 19. Protection ny Purchaser's Confidential Information............................................................................0 D\ Legal Notices.................................................................................................................................... 0 21. DlS Business Manager....................................................................... .............................................. l| 22. Vendor Account Manager................................................................................................................. | | 23. Section Headings, Incorporated Documents and Order o[Precedence............................................. | | 24. Entire Agreement.............................................................................................................................. |Z 25. Authority for Modifications and Amendments................................................................................. 12 26. Independent Status of Vendor........................................................................................................... 12 27. Governing Law.................................................................................................................................. 12 28. Subcontractors.................................................... .............................................................................. |2 29. '-'-_---_'-----------_---_-----------._ |] BlPublicity............................................................................................................................................ |3 31. Review u[Vendor's Records............................................................................................................ B ]J. Right of Inspection............................................................................................................................ |4 33. Patent and Copyright indemnification.............................................................................................. \4 34. Save Harmless_.---_-_-._....------_..--.......----'-.... l5 35. Insurance........................................................................................................................................... |5 36. Industrial Insurance Coverage........................................................................................................... l0 37 Licensing Standards----------------------------------------' 16 38. Antitrust Violations........................................................................................................................... |6 39. Compliance with Civil Rights Laws................................................................................................. \6 40. Savomhi|hy--------------------------------------------- 17 W. Waiver............................................................................................................................................... l7 42. Treatment uf Assets............................................................................... .......................................... l7 43. Vendor's Proprietary |nhomuhon-----.---------------------------- 17 44. Standard Terms o[Vendor................................................................................................................ 18 45. Spoliation-Notice of Potential Claims.............................................................................................. l8 46. Disputes............................................................................................................................................. l8 State of Washington Microsoft Products&Associated Services Department o[information Services i Contract oT|l-MQT-579 --� � ._' 47. Non-Exclusive Remedies........................................................................................I......................... 19 48. Liquidated Damages.......................................................................................................................... 19 49. Failure to Perform................................................................................. .............20 ............................... 50. Limitation of Liability.......................................................................................................................20 51. Termination for Default......................................................................... .....21 52. Termination for Convenience...........................................................................................................21 53. Termination for Withdrawal of Authority.........................................................................................21 54. Termination for Non-Allocation of Funds........................................................................................22 55. Termination for Conflict of Interest..................................................................................................22 56. Termination Procedure......................................................................................................................22 57. Authority to Bind..............................................................................................................................23 58. Counterparts......................................................................................................................................23 Schedule A—Microsoft Enterprise Agreement Schedule B—Microsoft Select Agreement Exhibit A—DIS's RFQQ T11-RFQQ-021 Exhibit B—CompuCom's Response to TII-RFQQ-021 State of Washington Microsoft Products&Associated Services Department of Information Services ii Contract#TI I-MST-579 CONTRACT NUMBER TI I-MST-579 for Microsoft Products and Associated Services PARTIES This Contract ("Contract") is entered into between the state of Washington, acting by and through the Department of Information Services, an agency of Washington State government ("State" or "Purchaser"or"DIS")located at 1110 Jefferson St. SE Olympia, WA 98501, and CompuCom Systems, Inc.,a Delaware corporation licensed to conduct business in the state of Washington("Vendor"), located at 7171 Forest Lane, Dallas, TX 75230, for the purpose of providing DIS' Customers with Microsoft Products and Associated Services through DIS' statewide contracts with Microsoft Licensing,GP. RECITALS The state of Washington,acting by and through the Department of Information Services,issued a Request for Proposal TII-RFQQ-021 (RFQQ) dated March 3, 2011 (Exhibit A) for the purpose of purchasing Microsoft Products and Associated Services in accordance with its authority under chapter 43.105 RCW. CompuCom Systems, Inc.submitted a timely Response to DIS' RFP(Exhibit B). DIS evaluated all properly submitted Responses to the above-referenced RFP and has identified CompuCom Systems, Inc.as the apparently successful Vendor. DIS has determined that entering into a Contract with CompuCom Systems, Inc. will meet the State's needs and will be in the State's best interest. NOW THEREFORE, DIS awards to CompuCom Systems, Inc, this Contract, the terms and conditions of which shall govern Vendor's furnishing to DIS,and through DIS to its Customers,the Microsoft Products and Associated Services.This Contract is not for personal use. IN CONSIDERATION of the mutual promises as hereinafter set forth,the parties agree as follows: 1. Definition of Terms The following terms as used throughout this Contract shall have the meanings set forth below. "Business Days and Hours" shall mean Monday through Friday, 8:00 a.m. to 5:00 p.m., Pacific Time,except for holidays observed by the state of Washington. "Confidential Information"shall mean information that is exempt from disclosure to the public or other unauthorized persons under either chapter 42.56 RCW or other state or federal statutes. Confidential Information includes, but is not limited to, names, addresses, Social Security numbers, e-mail addresses, telephone numbers, financial profiles, credit card information, driver's license numbers, medical data, law enforcement records, agency source code or object code,agency security data,Customer enrollment numbers or license keys. "Contract"shall mean this document,all schedules and exhibits and all amendments hereto. State of Washington Microsoft Products&Associated Services Department of Information Services t Contract#TI I-MST-579 "Customer(s)"shall mean agencies, institutions,school districts and political subdivisions of the state of Washington (e.g., counties, cities, public utility districts), as defined in the Interlocal Cooperation Act, chapter 39,34 RCW, and public benefit nonprofit corporations who are DIS customers. "DIS" shall mean the Department of Information Services, an agency of Washington State government. "DIS Business Manager" shall mean the person designated by DIS who is assigned as the primary contact person whom Vendor's Account Manager shall work with for the duration of this Contract and as further defined in the section titled DIS Business Manager. "DIS Contract Administrator" shall mean that person designated by Purchaser to administer this Contract on behalf of Purchaser. "DIS Contracting Officer" shall mean the Director of DIS or the person to whom signature authority has been delegated in writing. "DIS Purchasing Administrator" shall mean the person designated by DIS as responsible for the maintenance and administration of the Contract, notices, reports and any other pertinent documentation or information,as well as purchasing the Products and Services. "Discount"shall mean Vendor's discount off Microsoft's pricing as set forth in Section 4, titled Pricing. "Effective Date" shall mean the first date this Contract is in full force and effect and shall be May 1,2011. "Enrollment Form" means the Microsoft Enrollment Forms as negotiated between DIS and Microsoft. Under no circumstances shall it include a Microsoft Direct Enrollment Form. "Exhibit A"shall mean the RFP. "Exhibit B"shall mean CompuCom Systems, Inc. Response dated March 31,2011. "Licensed Products"refer to the entire range of Microsoft Volume Licensing Program (MVLP) and MVLP for software maintenance Products as defined by the then current Microsoft Select Retail Price List. "Non-Licensed Products" refers to those tangible, non-software products contained on the then current Microsoft Select Retail Price List, as well as other tangible goods to be made available by the Vendor. These products include, but are not limited to Microsoft CD ROM's, Microsoft documentation and program diskettes produced by the Vendor. "Price" shall mean charges, costs, rates, and/or fees charged for the Product and/or Services under this Contract,as discounted,and shall be paid in United States dollars. "Product(s)"shall mean the entire Microsoft product line as defined by Microsoft's Select Retail Price Schedule and offered through the Microsoft Select and/or Enterprise programs. "Proprietary Information"shall mean information owned by Vendor to which Vendor claims a protectable interest. Proprietary Information includes, but is not limited to, information protected by copyright,patent,trademark,or trade secret laws. State of Washington Microsoft Products&Associated Services Department of Information Services 2 Contract#TI 1-MST-579 1 ; �,J "Purchased Services" or "Services" shall mean those administrative Services and activities provided by Vendor to accomplish routine,continuing,and necessary functions as set forth in this Contract. For avoidance of doubt., any services required to carry out the obligations of this contract shall be deemed Purchased Services as specified in RCW 43.105.020. Services exclude all Personal Services as defined in RCW 39.29. "Purchaser"shall mean the Washington State Department of Information Services(DIS). "RCW"shall mean the Revised Code of Washington. "RFP" shall mean the Request for Proposal used as a solicitation document to establish this Contract,including all its amendments and modifications, Exhibit A hereto. "Response" shall mean Vendor's Response to the RFP for Microsoft Products and Associated Services, Exhibit B hereto. "Specifications"shall mean the technical and other specifications set forth in the RFP,Exhibit A, and any additional specifications set forth in Vendor's Response, Exhibit B. "Subcontractor"shall mean one not in the employment of Vendor,who is performing ail or part of the business activities under this Contract under a separate contract with Vendor. The term "Subcontractor" means Subcontractor(s) of any tier; provided however does not include third party manufacturers of Products like Microsoft. "Vendor" shall mean CompuCom, its employees and agents. Vendor also includes any firm, provider, organization, individual, or other entity performing the business activities under this Contract. It shall also include any Subcontractor retained by Vendor as permitted under the terms of this Contract. "Vendor Account Manager" shall mean a representative of Vendor who is assigned as the primary contact person whom DIS shall work with for the duration of this Contract and as further defined in the section titled Vendor Account Manager. Contract Term 2. Term of Contract 2.1. This Contract's initial term shall be approximately three (3) years, in parallel with DIS' statewide Microsoft agreements, commencing on the Effective Date, May 1, 2011 and expiring on April 30,2014. 2.2. This Contract's term may be extended by an additional three(3)years, provided that the extensions shall be at Purchaser's option and shall be effected by Purchaser giving written notice of its intent to extend this Contract to Vendor not less than thirty (30) calendar days prior to the then-current Contract term's expiration and Vendor accepting such extension prior to the then-current Contract term's expiration. No change in terms and conditions shall be permitted during these extensions unless specifically agreed to in writing. 2.3. Regardless of the expiration, or non-renewal of this Contract, Vendor shall continue to provide services for any enrollments entered into prior to the expiration date of the Contract. Service of enrollments entered into prior to the expiration date of the contract shall continue for the term stated in the enrollment documents,and such enrollments shall continue to be governed by the terms of this Contract. State of Washington Microsoft Products&Associated Services Department of Information Services 3 Contract#►TI 1-MST-579 3. Survivorship All Products/Services provided pursuant to the authority of this Contract shall be bound by all of the terms, conditions, Prices and Price discounts set forth herein, notwithstanding the expiration of the initial term of this Contract or any extension thereof. Further, the terms, conditions and warranties contained in this Contract that by their sense and context are intended to survive the completion of the performance, cancellation or termination of this Contract shall so survive. In addition, the terms of Sections: Overpayments to Vendor; Vendor's Commitments, Warranties and Representations; Protection of Purchaser's Confidential Information; Section Headings, Incorporated Documents and Order of Precedence; Publicity; Review of Vendor's Records; Patent and Copyright Indemnification; Vendor's Proprietary Information; Disputes; and Limitation of Liability shall survive tile termination of this Contract. Pricing, Invoice and Payment 4. Pricing Vendor agrees to provide the following Microsoft Enterprise and Select Agreement Products and Services at the discount in the table below: go,i U License Pool (all product licensing available under Microsoft EA and Select 19.550% (includes.SA))and All Media No other Prices shall be charged by Vendor for implementation of Vendor's Response. 4,1. Vendor's Discount(s)may not be decreased during the initial term of the Contract. 4.2, If Vendor receives any special pricing for any of the Products and/or Services during the term of this Contract, Vendor agrees to pass such savings on to Purchaser. Vendor shall send notice to the Purchaser Contract Administrator with the reduced Prices within five (5) Business Days of the reduction taking,effect, 43, All of Vendor's cost components (e.g., labor, travel, overhead, profit, etc.) shall be included in the Prices because no additional charges shall be allowed. Purchaser shall not reimburse Vendor for travel and other expenses. 5. Advance Payment Prohibited No advance payment shall be made for Products and/or Services furnished by Vendor pursuant to this Contract. 6. Taxes 6.1. Purchaser will pay sales and use taxes, if any, imposed on the Products and/or Services acquired hereunder. Vendor must pay all other taxes including, but not limited to. Washington Business and Occupation Tax, other taxes based on Vendor's income or State of Washington Microsoft Products&Associated Services Department of Information Services 4 Contract 4TI I-MST-579 gross receipts, or personal property taxes levied or assessed on Vendor's personal property. Purchaser, as an agency of Washington State government, is exempt from property tax. 6.2. Vendor shall complete registration with the Washington State Department of Revenue and be responsible for payment of all taxes due on payments made under this Contract. 6.3. All payments accrued on account of payroll taxes, unemployment contributions, any other taxes, insurance, or other expenses for Vendor or Vendor's staff shall be Vendor's sole responsibility. 7. Invoice and Payment. 7.1. Vendor will submit properly itemized invoices to Department of Information Services, Accounts Payable, P.O. Box 42439, Olympia, WA 98504-2439. Vendor may not charge Customers directly for any Vendor-provided Products and/or Services. 7.2. Invoices shall provide and itemize,as applicable: a) Purchaser Contract number TI 1-MST-579; b) Vendor name,address, phone number,and Federal Tax Identification Number; c) Description of Products and/or Services,including quantity ordered, model and serial numbers; d) Date of Shipment; e) Net invoice Price per item; 0 Sales tax; g) Other applicable charges; h) Total invoice Price;and i) Payment terms. 7.3. Payments shall be due and payable within thirty (30) calendar days after provision and acceptance of Products and/or Services or thirty (30) calendar days after receipt of properly prepared invoices,whichever is later. 7.4. Vendor shall accept credit and charge cards for payment of invoices. 7.5. Incorrect or incomplete invoices will be returned by Purchaser to Vendor for correction and reissue. 7.6. The Purchaser Contract number T11-MST-579 must appear on all bills of lading, packages,and correspondence relating to this Contract. 7.7. Purchaser shall not honor drafts,nor accept goods on a sight draft basis. 7.8. If Purchaser fails to make timely payment, Vendor may invoice Purchaser one percent (1%) per month on the amount overdue or a minimum of one dollar($1). Payment will not be considered late if payment is deposited electronically in Vendor's bank account or if a check or warrant is postmarked within thirty (30) calendar days of acceptance of the State of Washington Microsoft Products&Associated Services Department of Information Services 5 Contract#Tl I-MST-579 ' r �t Products and/or Services or receipt of Vendor's properly prepared invoice, whichever is later. 8. Overpayments to Vendor Vendor shall refund to Purchaser the full amount of any erroneous payment or overpayment under this Contract within thirty (30)days' written notice. If Vendor fails to make timely refund, Purchaser may charge Vendor one percent(I%)per month on the amount due,until paid in full. Vendor's Responsibilities 9. Products and Services 9.1. All Products supplied by Vendor for delivery shall be of new and original manufacture, with the exception of Vendor-supplied application program media, if applicable. 9.2. Vendor shall provide, at no charge, pre-release and evaluation media of product versions to DIS/TAS consultants for distribution to Customers as permitted by the publishers. 9.3. Vendor shall automatically distribute, at no charge, to DIS' Purchasing Administrator an electronic version of Microsoft's Licensing Briefs in Word format. 9.4. Vendor shall,at no charge,send to DIS an electronic newsletter at an interval determined in the RFP, in Word format announcing only Microsoft Product and Services updates, industry information and current changes to the Select and Enterprise programs or product lists. 9.5. Vendor shall provide the DIS Purchasing Administrator at least thirty (30) day advance notice of any changes to the Microsoft Product List. 9.6. Vendor shall report Customer purchase data received from DIS, which Vendor will receive from DIS with the purchase order(s), to Microsoft, in the manner specified by Microsoft Corporation. 9.7. Vendor shall provide a yearly account review commencing no later than a month prior to the anniversary date of this contract. The review will measure performance relative to established metrics as set forth in Vendor's RFP Response. 9.8. Vendor's shall provide a toll-free customer service telephone number, which will be available to DIS and Customers for product information and problem resolution. 9.9. Vendor shall provide DIS an annual payments report thirty (30)days prior to the due date for those payments. 9.10, All Vendor communication with Customers shall be submitted to DIS for review and approval prior to submission to Customers. Communications related to day-to-day operational issues such as licensing, Software Assurance benefits, help with the Microsoft Volume Licensing site are excluded from this requirement. State of Washington Microsoft Products&Associated Services Department of Information Services 6 Contract#T11-MST-579 ; 10. (M)Estimated Retail Price(ERP) List a) For special case-by-case situations where there is not a published price, Microsoft will construct and deliver a non-editable ERP Channel Price Sheet(CPS)to the reseller along with a Net price sheet. Microsoft will notify DIS when these 2 CPS's are sent to Vendor. Vendor will notify DIS upon receipt of the CPS's and Vendor will commit its best faith efforts to provide DIS a copy of the ERP CPS within 2 business days from Vendor's receipt from Microsoft of both the ERP CPS and the Net CPS. b) Vendor will have the opportunity to review the ERP pricing for accuracy. If any discrepancies are found, Vendor will have the opportunity to communicate back to Microsoft and obtain corrections. In the event discrepancies are found,Vendor will notify DIS that the CPS was returned to Microsoft. Microsoft will notify DIS upon receipt of the CPS from Vendor,and when the corrected CPS was sent to Vendor. Vendor will notify DIS upon receipt of the corrected CPS and Vendor will commit its best faith efforts to provide DIS a copy of the CPS within 2 business days from Vendor's receipt from Microsoft. 11. Ordering 11.1. Vendor shall accept DIS purchase orders as order documents. Properly completed purchase orders must be processed by the Vendor and submitted using Vendor's reporting method to Microsoft within two(2)business days of receipt of purchase order, 11.2. For order documents that are not properly completed, Vendor must notify DIS of those errors within one(1)business day. Once DIS corrects order document errors and submits corrected order documents to Vendor, Vendor must use corrected orders in conjunction with Vendor's reporting method to submit orders to Microsoft within two (2) business days of receipt of the corrected order. 11.3. Vendor shall accept only purchase orders originating from DIS, not those originating directly from Customer(s). 11.4. Vendor shall accept purchase orders up until and including the fourth (4`h) Business Day of the month following the month in which those copies are first run. However, orders for special promotions and product discontinuations will be sumbitted by Purchaser by the end date of that offer. 11.5. Vendor shall provide DIS,at no charge,remote access to an on-line order tracking system for the purpose of tracking all DIS orders placed with Vendor. 11.6. Damages resulting from Vendor gross negligence and intentional acts or omissions in the course of processing orders or failure to process orders with Microsoft shall be Vendor's sole responsibility. Application of liquidated damages in lieu of other damage calculations shall be at Purchaser's sole discretion. 12. Enrollments 12.1. Vendor shall complete the Enrollment Forms received from DIS and submit them to Microsoft within two(2)Business Days from Vendor's receipt thereof. 12.2. if Vendor receives improperly completed Enrollment Forms from DIS, Vendor must notify DIS of those errors by the next business day after receipt of enrollment forms. Once DIS corrects Enrollment Form errors and submits corrected Enrollment Forms to State of Washington Microsoft Products&Associated Services Department of Information Services 7 Contract 9TI I-MST-579 «, Vendor, Vendor must send the corrected Enrollment Forms to Microsoft within two (2) Business Days from Vendor's receipt thereof. 12.3. Vendor shall print the then-current Microsoft Product Use Rights at the time of Customer's enrollment, attach to Customer's Enrollment Form, and return to DIS a fully executed copy. 12.4. Vendor shall not process any Microsoft Direct Enrollment Form(s) under the Contract resulting from RFQQ TI 1-RFQQ-021. 12.5. Vendor shall accept only Enrollment Forms originating from DIS, not those originating directly from Customer(s). 13. Shipping 13.1. Vendor shall pay all shipping and handling charges associated with delivery of Products to DIS, Olympia, Washington. The method of shipment and delivery must be consistent with the nature of the Product and the hazards of transportation. Vendor will be responsible to ship by whatever means necessary to meet the delivery requirements set forth in the RFQQ. The exception is for overnight or rush deliveries for which DIS shall be responsible. 13.2. Vendor shall pay all shipping and handling charges associated with delivery of Products to alternate destinations (other than to DIS, Olympia, Washington) anywhere within the State of Washington. Alternate destination will be specified by the DIS at time of order. The exception is for overnight or rush deliveries for which DIS shall be responsible. 14. Product Delivery 14.1. Delivery of Non-Licensed Products shall be within four (4) Business Days of Vendor's receipt of order, unless the Non-Licensed Products are shipped directly from Microsoft and thus out of Vendor's control. 14.2. If delivery exceeds four (4) Business Days, Vendor shall have Microsoft certify in writing that there is no Product available through any channel source because of Product constraints; otherwise liquidated damages may apply, unless the Non-Licensed Products are shipped directly from Microsoft and thus out of Vendor's control.. 14.3. Elapsed delivery time shall measured from the time an order is accepted, either verbally or in writing by Vendor, to the time product is delivered to DIS, Olympia, Washington, or alternate delivery Customer site,at DIS' discretion. 14.4. At DIS's request, Vendor shall copy DIS on all communications regarding Customer subscriptions for Products offered pursuant to this RFP. 14.5. Vendor shall ensure that each box is individually identified by the appropriate DIS purchase order number, and that all packages are accompanied by a packing slip, which shows the DIS purchase order number and identifies all items included in the shipment. 14.6. DIS will accept partial orders to expedite delivery. State of Washington Microsoft Products&Associated Services Department of Information Services 8 Contract#TI I-MST-579 15. Product Replacement/Return 15.1. Vendor shall use commercially reasonable efforts to replace Product shipments found to be defective by Customer within seven(7)Business Days'notification by DIS. 15.2. Vendor shall be responsive to the return of defective shipments and mis-shipped or incorrectly ordered Non-Licensed Products purchased under the resulting Contract in accordance with Microsoft's then-current return policy. 15.3. Vendor must provide DIS with a Return Merchandise Authorization(RMA)within eight (8) Business Hours for Non-licensed Products, and five (5) business days for Licensed Products from the time a product return request is initiated by DIS. 16. Four Hour Response Vendor shall provide guaranteed four(4) hour phone or email response to all phone calls placed with an authorized Vendor representative regarding pricing information, placing of orders, order status, return merchandise authorization or other related business matters for calls that are not immediately answered by an authorized customer representative. Vendor must provide a problem resolution plan within(5)business days from the date of Vendor's response to DIS. 17. Site Security While on Purchaser's premises, Vendor, its agents, employees, or Subcontractors shall conform in all respects with physical, fire,or other security regulations. 18. Vendor Commitments,Warranties and Representations Any written commitment by Vendor within the scope of this Contract shall be binding upon Vendor. Failure of Vendor to fulfill such a commitment may constitute breach and shall render Vendor liable for damages under the terms of this Contract. For purposes of this section, a commitment by Vendor includes: (i)Prices,discounts, and options committed to remain in force over a specified period of time; and (ii)any warranty or representation made by Vendor in its Response or contained in any Vendor publications, written materials,schedules,charts, diagrams, tables, descriptions, other written representations, and any other communication medium accompanying or referred to in its Response or used to effect the sale to Purchaser. End-user warranties,liabilities and licensing shall be provided as a pass through from the manufacturer. 19. Protection of Purchaser's Confidential Information 19.1. Vendor acknowledges that some of the material and information that may come into its possession or knowledge in connection with this Contract or its performance may consist of information that is exempt from disclosure to the public or other unauthorized persons under either chapter 42.56 RCW or other state or federal statutes ("Confidential Information").Vendor agrees to hold Confidential Information in strictest confidence and not to make use of Confidential Information for any purpose other than the performance of this Contract, to release it only to authorized employees or Subcontractors requiring such information for the purposes of carrying out this Contract, and not to release, divulge, publish, transfer, sell, disclose,or otherwise make the information known to any other party without Purchaser's express written consent or as provided by law. Vendor agrees to release such information or material only to employees or Subcontractors who have signed a nondisclosure agreement, the terms of which have been previously State of Washington Microsoft Products&Associated Services Department of Information Services 9 Contract NTI I-MST-579 approved by Purchaser. To the extent Vendor has access to Confidential Information, Vendor agrees to implement physical, electronic, and managerial safeguards to prevent unauthorized access to Confidential Information. 19.2. Immediately upon expiration or termination of this Contract, Vendor shall,at Purchaser's option: (i)certify to Purchaser that Vendor has destroyed all Confidential Information;or (ii) return all Confidential Information to Purchaser; or (iii)take whatever other steps Purchaser requires of Vendor to protect Purchaser's Confidential Information. 19.3. Vendor shall maintain a log documenting the following: the Confidential Information received in the performance of this Contract; the purpose(s) for which the Confidential Information was received; who received, maintained and used the Confidential Information; and the final disposition of the Confidential Information. Vendor's records shall be subject to inspection, review or audit in accordance with Review of Vendor's Records. 19.4. Purchaser reserves the right to monitor, audit, or investigate the use of Confidential Information collected, used, or acquired by Vendor through this Contract. The monitoring,auditing, or investigating may include,but is not limited to,salting databases. 19.5. Violation of this section by Vendor or its Subcontractors may result in termination of this Contract and demand for return of all Confidential Information, monetary damages, or penalties. Contract Administration 20. Legal Notices 20.1. Any notice or demand or other communication required or permitted to be given under this Contract or applicable law shall be effective only if it is in writing and signed by the applicable party, properly addressed, and either delivered in person, or by a recognized courier service, or deposited with the United States Postal Service as first-class mail, postage prepaid certified mail return receipt requested or via facsilimile, to the parties at the addresses and fax number provided in this section. For purposes of complying with any provision in this Contract or applicable law that requires a "writing," such communication, when digitally signed with a Washington State Licensed Certificate, shall be considered to be "in writing" or"written" to an extent no less than if it were in paper form. To Vendor at: To Purchaser at: State of Washington CompuCom Systems, Inc. Department of Information Services Attn: Legal Department Attn: DIS Contract Administrator 7171 Forest Lane Street: 1110 Jefferson St.SE Dallas,TX 75230 Olympia, WA 98501 Mail: PO Box 42445 Olympia, WA 98504-2445 Phone: 972.856.3600 Phone: (360)902-3492 Fax: 972.856.7438 Fax: (360)586-1414 E-mail: E-mail: mcadmin@dis.wa.gov State of Washington Microsoft Products&Associated Services Department of Information Services 10 Contract#T I I-MST-579 20.2. Notices shall be effective upon receipt or four(4)Business Days after mailing, whichever is earlier. The notice address as provided herein may be changed by written notice given as provided above. 20.3. In the event that a subpoena or other legal process commenced by a third party in any way concerning the Products and/or Services provided pursuant to this Contract is served upon Vendor or Purchaser, such parry agrees to notify the other parry in the most expeditious fashion possible following receipt of such subpoena or other legal process. Vendor and Purchaser further agree to cooperate with the other party in any lawful effort by the other party to contest the legal validity of such subpoena or other legal process commenced by a third party. 21. DIS Business Manager Scott Smith will be the DIS Business Manager for this Contract and will provide oversight of the activities conducted hereunder. The DIS Business Manager will be the principal contact for Vendor concerning business activities under this Contract. DIS shall notify Vendor, in writing, when there is a new DIS Business Manager assigned to this Contract. 22. Vendor Account Manager Vendor shall appoint an Account Manager for Purchaser's account under this Contract who will provide oversight of Vendor activities conducted hereunder. Vendor's Account Manager will be the principal point of contact for Purchaser concerning Vendor's performance under this Contract. Vendor shall notify the DIS Contract Administrator and DIS Business Manager, in writing, when there is a new Vendor Account Manager assigned to this Contract. The Vendor Account Manager information is: Vendor Account Manager: Wayne Dohnt Address: 7171 Forest Lane,Dallas, TX 75230 Phone:(916)987-0680 Fax:(916)852-9538 E-mail:wayne.dohnt@compucom.com 23. Section Headings,Incorporated Documents and Order of Precedence 23.1. The headings used herein are inserted for convenience only and shall not control or affect the meaning or construction of any of the sections. 23.2_ Each of the documents listed below is, by this reference, incorporated into this Contract as though fully set forth herein. a) DIS' RFQQ dated March 3,2011; b) Vendor's Response to DIS' RFQQ; c) The terms and conditions contained on DIS' purchase documents, if used;provided however will not modify the terms of the Contract; d) All Vendor or manufacturer publications,written materials and schedules,charts, diagrams,tables,descriptions, other written representations and any other supporting materials Vendor made available to Purchaser and used to effect the sale of Products and/or Services to Purchaser. 23.3. In the event of any inconsistency in this Contract, the inconsistency shall be resolved in the following order of precedence: State of Washington Microsoft Products&Associated Services Department of Information Services l 1 Contract#TI i-MST-579 a) Sections of this Contract; b) DIS' RFQQ dated March 1, 2011; c) Vendor's Response to DIS' RFQQ; d) The terms and conditions contained on DIS' purchase documents;and e) All Vendor or manufacturer publications, written materials and schedules,charts, diagrams,tables,descriptions,other written representations and any other supporting materials Vendor made available to Purchaser and used to effect the sale of Products and/or Services to Purchaser. 24. Entire Agreement This Contract sets forth the entire agreement between the parties with respect to the subject matter hereof and except as provided in the section titled Vendor Commitments, Warranties and Representations, understandings, agreements, representations, or warranties not contained in this Contract or a written amendment hereto shall not be binding on either party. Except as provided herein, no alteration of any of the terms, conditions, delivery, Price, quality, or Specifications of this Contract will be effective without the written consent of both parties. 25. Authority for Modifications and Amendments No modification, amendment, alteration, addition, or waiver of any section or condition of this Contract shall be effective or binding unless it is in writing and signed by DIS and Vendor.Only the DIS Contracting Officer shall have the express, implied,or apparent authority to alter,amend, modify, add,or waive any section or condition of this Contract on behalf of Purchaser. 26. Independent Status of Vendor In the performance of this Contract, the parties will be acting in their individual, corporate or governmental capacities and not as agents, employees, partners,joint venturers, or associates of one another. The parties intend that an independent contractor relationship will be created by this Contract. The employees or agents of one party shall not be deemed or construed to be the employees or agents of the other party for any purpose whatsoever. Vendor shall not make any claim of right,privilege or benefit which would accrue to an employee under chapter 41.06 RCW or Title 51 RCW. 27. Governing Law This Contract shall be governed in all respects by the law and statutes of the state of Washington, without reference to conflict of law principles. The jurisdiction for any action hereunder shall be exclusively in the Superior Court for the state of Washington.The venue of any action hereunder shall be in the Superior Court for Thurston County or the county in which Purchaser is located within the state of Washington. 28. Subcontractors Vendor may, with prior written permission from DIS, which consent shall not be unreasonably withheld, enter into subcontracts with third parties for its performance of any part of Vendor's duties and obligations. In no event shall the existence of a subcontract operate to release or reduce State of Washington Microsoft Products&Associated Services Department of Information Services 12 Contract#TI 1-MST-579 the liability of Vendor to DIS for any breach in the performance of Vendor's duties. For purposes of this Contract, Vendor agrees that all Subcontractors shall be held to be agents of Vendor. Vendor shall be liable for any loss or damage to Purchaser, including but not limited to personal injury, physical loss, harassment of Purchaser employee, or violations of the Patent and Copyright Indemnification, Protection of Purchaser's Confidential Information, and Ownership/Rights in Data sections of this Contract occasioned by the acts or omissions of Vendor's Subcontractors, their agents or employees. The Patent and Copyright Indemnification, Protection of Purchaser's Confidential Information, Ownership/Rights in Data, Publicity and Review of Vendor's Records sections of this Contract shall apply to all Subcontractors. 29. Assignment 29.1. With the prior written consent of DIS,which consent shall not be unreasonably withheld, Vendor may assign this Contract including the proceeds hereof, provided that such assignment shall not operate to relieve Vendor of any of its duties and obligations hereunder, nor shall such assignment affect any remedies available to DIS that may arise from any breach of the sections of this Contract, or warranties made by Vendor herein including but not limited to, rights of setoff. 29.2. DIS may assign this Contract to any public agency,commission,board,or the like,within the political boundaries of the state of Washington, provided that such assignment shall not operate to relieve DIS of any of its duties and obligations hereunder. 30. Publicity 30.1. The award of this Contract to Vendor is not in any way an endorsement of Vendor or Vendor's Products and/or Services by the State and shall not be so construed by Vendor in any advertising or other publicity materials. 30.2. Vendor agrees to submit to DIS, all advertising, sales promotion, and other publicity materials relating to this Contract and Products and/or Services furnished by Vendor wherein the State's name is mentioned, language is used, or Internet links are provided from which the connection of the State's name therewith may, in DIS' judgment, be inferred or implied. Vendor further agrees not to publish or use such advertising, sales promotion materials,publicity or the like through print, voice,the World Wide Web,and other communication media in existence or hereinafter developed without the express written consent of DIS prior to such use. 31. Review of Vendor's Records 31.1. , Vendor and its Subcontractors shall maintain books, records, documents and other evidence relating to this Contract, including but not limited to, protection and use of Purchaser's Confidential Information, and accounting procedures and practices which sufficiently and properly reflect all direct and indirect costs of any nature invoiced in the performance of this Contract. Vendor shall retain all such records for six (6)years after the expiration or termination of this Contract. Records involving matters in litigation related to this Contract shall be kept for either one (1)year following the termination of litigation,including all appeals,or six(6)years from the date of expiration or termination of this Contract,whichever is later. State of Washington Microsoft Products&Associated Services Department of Information Services 13 Contract#TI 1-MST-579 31.2. All such records shall be subject at reasonable times and upon prior notice to examination, inspection, copying, or audit by personnel so authorized by the DIS Contract Administrator and/or the Office of the State Auditor and federal officials so authorized by law, rule, regulation or contract, when applicable, at no additional cost to the State. During this Contract's term, Vendor shall provide access to these items within Thurston County. Vendor shall be responsible for any audit exceptions or disallowed costs incurred by Vendor or any of its Subcontractors, 31.3. Vendor shall incorporate in its subcontracts this section's records retention and review requirements. 31.4. It is agreed that books, records, documents, and other evidence of accounting procedures and practices related to Vendor's cost structure, including overhead, general and administrative expenses, and profit factors shall be excluded from Purchaser's review unless the cost or any other material issue under this Contract is calculated or derived from these factors. 32. Right of Inspection Vendor shall provide right of access to its facilities to Purchaser,or any of Purchaser's officers, or to any other authorized agent or official of the state of Washington or the federal government, at all reasonable times with prior written notice, in order to monitor and evaluate performance, compliance,and/or quality assurance under this Contract. General Provisions 33. Patent and Copyright Indemnification 33.1. Vendor, at its expense, shall defend, indemnify, and save Purchaser harmless from and against any claims against Purchaser that any Product supplied hereunder,or Purchaser's use of the Product within the terms of this Contract, infringes any patent, copyright, utility model, industrial design, mask work, trade secret, trademark, or other similar proprietary right of a third party worldwide. Vendor shall pay all costs of such defense and settlement and any penalties, costs, damages and attorneys' fees awarded by a court or incurred by Purchaser provided that Purchaser: a) Promptly notifies Vendor in writing of the claim,but Purchaser's failure to provide timely notice shall only relieve Vendor from its indemnification obligations if and to the extent such late notice prejudiced the defense or resulted in increased expense or loss to Vendor;and b) Cooperates with and agrees to use its best efforts to encourage the Office of the Attorney General of Washington to grant Vendor sole control of the defense and all related settlement negotiations. 33.2. If such claim has occurred, or in Vendor's opinion is likely to occur, Purchaser agrees to permit Vendor, at its option and expense, either to procure for Purchaser the right to continue using the Product or to replace or modify the same so that they become noninfringing and functionally equivalent. if use of the Product is enjoined by a court and Vendor determines that none of these alternatives is reasonably available, Vendor, at its risk and expense, will take back the Product and provide Purchaser a refund.. In the case of Product, Vendor shall refund to Purchaser its depreciated value. No termination charges will be payable on such returned Product, and Purchaser will pay only those State of Washington Microsoft Products&Associated-Services Department of Information Services 14 Contract 9TI 1-MST-579 charges that were payable prior to the date of such return. Depreciated value shall be calculated on the basis of a useful life of three (3) years commencing on the date of purchase and shall be an equal amount per year over said useful life.The depreciation for fractional parts of a year shall be prorated on the basis of three hundred sixty-five (365) days per year. In the event the Product has been installed less than one(1) year,all costs associated with the initial installation paid by Purchaser shall be refunded by Vendor. 33.3. Vendor has no liability for any claim of infringement arising solely from: a) Vendor's compliance with any designs, specifications or instructions of Purchaser; b) Modification of the Product by Purchaser or a third party without the prior knowledge and approval of Vendor;or c) Use of the Product in a way not specified by Vendor; unless the claim arose against Product independently of any of these specified actions. 34. Save Harmless Vendor shall defend, indemnify, and save the State harmless from and against any claims, including reasonable attorneys' fees resulting from such claims, by third parties for any or all injuries to persons or damage to real or tangible personal property of such third parties arising from intentional, willful or negligent acts or omissions of Vendor, its officers, employees, or agents,or Subcontractors,their officers,employees,or agents. 35. Insurance 35.1. Vendor shall, during the term of this Contract, maintain in full force and effect, the insurance described in this section. Vendor shall acquire such insurance from an insurance carrier or carriers licensed to conduct business in the state of Washington and having a rating of A-,Class VIl or better, in the most recently published edition of Best's Reports. In the event of cancellation, non-renewal,revocation or other termination of any insurance coverage required by this Contract, Vendor shall provide written notice of such to DIS within one(1)Business Day of Vendor's receipt of such notice. Failure to buy and maintain the required insurance may, at DIS' sole option, result in this Contract's termination. 35.2. The minimum acceptable limits shall be as indicated below, for each of the following categories: a) Property damage and personal injury, including coverage for contractual liability,with a limit of not less than$1 million per occurrence/$2 million general aggregate; b) Business Automobile Liability(owned, hired,or non-owned)covering the risks of bodily injury(including death)and property damage,with a limit of not less than$1 million per accident; c) Employers Liability insurance covering the risks of Vendor's employees' bodily injury by accident or disease with limits of not less than$1 million per accident for bodily injury by accident and$1 million per employee for bodily injury by disease; d) Umbrella policy providing excess limits over the primary policies in an amount not less than$3 million; State of Washington Microsoft Products&Associated Services Department of Information Services 15 Contract NTl 1-MST-579 e) Professional Liability Errors and Omissionsand coverage of not less than$1 million per occurrence/$2 million general aggregate. 35.3. Vendor shall pay premiums on all insurance policies. Such insurance policies shall endorsed DIS as an additional insured on all general liability, automobile liability, and umbrella policies. Such policies shall also reference this Contract number T1 I-MST-579 and shall have a condition that they not be revoked by the insurer until thirty (30) calendar days after notice of intended revocation thereof shall have been given to DIS by the insurer. 35.4. All insurance provided by Vendor shall be separate from any other insurance or self- insurance programs afforded to or maintained by the State and shall include a severability of interests(cross-liability)provision. 35.5. Vendor shall include all Subcontractors,if any,as insured under all required insurance policies,or shall furnish separate certificates of insurance and endorsements for each Subcontractor.Subcontractor(s)shall comply fully with all insurance requirements stated herein. Failure of Subcontractor(s)to comply with insurance requirements does not limit Vendor's liability or responsibility. 35.6. Vendor shall furnish to DIS copies of certificates and additional insured endorsements of all required insurance within thirty (30) calendar days of this Contract's Effective Date, and copies of renewal certificates of all required insurance within thirty (30) days after the renewal date.These certificates of insurance must expressly indicate compliance with each and every insurance requirement specified in this section. Failure to provide evidence of coverage may,at DIS'sole option, result in this Contract's termination. 35.7. By requiring insurance herein, DIS does not represent that coverage and limits will be adequate to protect Vendor. Such coverage and limits shall not limit Vendor's liability under the indemnities and reimbursements granted to DIS in this Contract. 36. Industrial Insurance Coverage Prior to performing work under this Contract, Vendor shall provide or purchase industrial insurance coverage for its employees, as may be required of an "employer"as defined in Title 51 RCW, and shall maintain full compliance with Title 51 RCW during the course of this Contract. DIS will not be responsible for payment of industrial insurance premiums or for any other claim or benefit for Vendor,or any Subcontractor or employee of Vendor, which might arise under the industrial insurance laws during the performance of duties and services under this Contract. 37. Antitrust Violations Vendor and Purchaser recognize that, in actual economic practice, overcharges resulting from antitrust violations are usually bome by Purchaser. Therefore, Vendor hereby assigns to Purchaser any and all claims for such overcharges as to goods and Services purchased in connection with this Contract,except as to overcharges not passed on to Purchaser resulting from antitrust violations commencing after the date of the bid,quotation,or other event establishing the Price under this Contract. 38. Compliance with Civil Rights Laws During the performance of this Contract, Vendor shall comply with all federal and applicable state nondiscrimination laws, including but not limited to: Title V11 of the Civil Rights Act, 42 State of Washington Microsoft Products&Associated Services Department of Information Services 16 Contract#Tl 1-MST-579 U.S.C. §12101 et seq.; the Americans with Disabilities Act (ADA); and Title 49.60 RCW, Washington Law Against Discrimination. In the event of Vendor's noncompliance or refusal to comply with any nondiscrimination law, regulation or policy, this Contract may be rescinded, canceled, or terminated in whole or in part under the Termination for Default sections, and Vendor may be declared ineligible for further contracts with Purchaser. 39. Severability If any term or condition of this Contract or the application thereof is held invalid, such invalidity shall not affect other terms, conditions, or applications which can be given effect without the invalid term, condition, or application; to this end the terms and conditions of this Contract are declared severable. 40. Waiver Waiver of any breach of any term or condition of this Contract shall not be deemed a waiver of any prior or subsequent breach. No term or condition of this Contract shall be held to be waived, modified,or deleted except by a written instrument signed by the parties. 41. Treatment of Assets 41.1. Title to all property furnished by Purchaser shall remain in Purchaser.Title to all property furnished by Vendor, for which Vendor is entitled to reimbursement, other than rental payments, under this Contract, shall pass to and vest in Purchaser pursuant to the Ownership/Rights in Data section. As used in this section Treatment of Assets, if the "property" is Vendor's proprietary, copyrighted, patented, or trademarked works, only the applicable license,not title, is passed to and vested in Purchaser. 41.2. Any Purchaser property furnished to Vendor shall, unless otherwise provided herein or approved by Purchaser,be used only for the performance of this Contract. 41.3. Vendor shall be responsible for any loss of or damage to real or tangible personal property of Purchaser that results from Vendor's negligence or that results from Vendor's failure to maintain and administer that property in accordance with sound management practices. 41.4. Upon loss or destruction of, or damage to any Purchaser real or tangible personal property, Vendor shall notify Purchaser thereof and shall take all reasonable steps to protect that property from further damage. 41.5. Vendor shall surrender to Purchaser all Purchaser property prior to completion, termination,or cancellation of this Contract. 41.6. All reference to Vendor under this section shall also include Vendor's employees,agents, or Subcontractors. 42. Vendor's Proprietary Information Vendor acknowledges that Purchaser is subject to chapter 42.56 RCW and that this Contract shall be a public record as defined in chapter 42.56 RCW. Any specific information that is claimed by Vendor to be Proprietary Information must be clearly identified as such by Vendor.To the extent consistent with chapter 42.56 RCW, Purchaser shall maintain the confidentiality of all such State of Washington Microsoft Products&Associated Services Department of Information Services 17 Contract#Tl I-MST-579 information marked Proprietary Information. If a public disclosure request is made to view Vendor's Proprietary Information, Purchaser will notify Vendor of the request and of the date that such records will be released to the requester unless Vendor obtains a court order from a court of competent jurisdiction enjoining that disclosure. If Vendor fails to obtain the court order enjoining disclosure, Purchaser will release the requested information on the date specified. 43. Standard Terms of Vendor No terms,provisions,or conditions of any business form that Vendor may use will have any affect on the rights,duties,or obligations of the parties under,or otherwise modify,this Contract. 44. Spoliation-Notice of Potential Claims Each party shall promptly notify the other party of all potential claims that arise or result from this Contract. Each party shall also take all reasonable steps to preserve all physical evidence and information that may be relevant to the circumstances surrounding a potential claim, while maintaining public safety,and grants to the other party the opportunity to review and inspect the evidence. Disputes and Remedies 45. Disputes 45.1. In the event a bona fide dispute concerning a question of fact arises between Purchaser and Vendor and it cannot be resolved between the parties, either party may initiate the dispute resolution procedure provided herein. 45.2. The initiating party shall reduce its description of the dispute to writing and deliver it to the responding party. The responding party shall respond in writing within five (5) Business Days. The initiating party shall have five (5) Business Days to review the response. If after this review a resolution cannot be reached, both parties shall have five (5)Business Days to negotiate in good faith to resolve the dispute. a) If the dispute cannot be resolved after five(5) Business Days,a Dispute Resolution Panel may be requested in writing by either party who shall also identify the first panel member. Within five(5)Business Days of receipt of the request,the other party will designate a panel member.Those two panel members will appoint a third individual to the Dispute Resolution Panel within the next five(5)Business Days. b) The Dispute Resolution Panel will review the written descriptions of the dispute,gather additional information as needed,and render a decision on the dispute in the shortest practical time. c) Each party shall bear the cost for its panel member and share equally the cost of the third panel member. 45.3. Both parties agree to be bound by the determination of the Dispute Resolution Panel. 45.4. Both parties agree to exercise good faith in dispute resolution and to settle disputes prior to using a Dispute Resolution Panel whenever possible. State of Washington Microsoft Products&Associated Services Department of information Services l8 Contract#Tl 1-MST-579, 45.5. Purchaser and Vendor agree that, the existence of a dispute notwithstanding, they will continue without delay to carry out all their respective responsibilities under this Contract that are not affected by the dispute. 45.6. If the subject of the dispute is the amount due and payable by Purchaser for Products and/or Services being provided by Vendor, Vendor shall continue providing Products and/or Services pending resolution of the dispute provided Purchaser pays Vendor the amount Purchaser, in good faith, believes is due and payable, and places in escrow the difference between such amount and the amount Vendor, in good faith, believes is due and payable. 46. Non-Exclusive Remedies The remedies provided for in this Contract shall not be exclusive but are in addition to all other remedies available under law. 47. Liquidated Damages 47.1. Liquidated Damages—General a) Any delay by Vendor not a result of a Force Majeure Event which includes lack of availability from the manufacturer, in meeting the ordering,enrollment,error notification, response,or delivery time frames set forth in this Contract may interfere with the proper implementation of Purchaser's programs and may result in loss and damage to Purchaser. b) As it would be impracticable to fix the actual damage sustained in the event of any such failure(s)to perform, Purchaser and Vendor agree that in the event of any such failure(s) to perform,the amount of damage which will be sustained will be the amount set forth in the following subsections and the parties agree that Vendor shall pay such amounts as liquidated damages and not as a penalty. c) Liquidated damages provided under the terms of this Contract are subject to the same limitations as provided in the section titled Limitation of Liability. 47.2. Liquidated Damages—Specific a) If Vendor does not provide the Product(s)or process orders or enrollments by delivery dates or within the timeframes agreed upon between Purchaser and Vendor,then Vendor must have Microsoft certify in writing that there is no Product available through any channel source because of Product constraints;or that a failure to process orders or enrollments in the specified timeframes was a result of delay caused by Microsoft, otherwise liquidated damages may apply. If Vendor does not provide error notification within the prescribed timeframe,such delay in error notification will cause a delay in the processing of orders or enrollments,and liquidated damages may apply. b) For Product deliveries,if Vendor cannot provide such certification from Microsoft, Vendor shall provide a revised delivery date and pay to Purchaser as fixed and agreed liquidated damages,in lieu of all other damages due to such delay, for each calendar day between the specified delivery date and the date that Vendor actually provides the Product(s)an amount of seventy-five($75.00)dollars per day. State of Washington Microsoft Products&Associated Services Department of information Services 19 Contract#T1 I-MST-579 �''"� c) For processing orders or enrollments,if Vendor cannot provide such certification from Microsoft, Vendor shall provide a timeframe within which those orders and enrollments will be completed and pay to Purchaser as fixed and agreed liquidated damages,in lieu of all other damages due to such delay, for each calendar day between the required date of processing and the date that the Vendor actually processes the order or enrollment an amount of seventy-five($75.00)dollars per day. d) For failure to provide error notification in the prescribed timeframe, Vendor shall pay to Purchaser as fixed and agreed liquidated damages,in lieu of all other damages due to such delay,for each calendar day between the required date of error notification and the date that the Vendor actually notifies Purchaser of the error(s)an amount of seventy-five ($75.00)dollars per day. e) Liquidated damages shall be subtracted from any outstanding funds due to the Vendor for orders previously received. In the event that there are no outstanding charges owed to the Vendor, the Vendor shall pay liquidated damages within twenty(20)Business Days of notification of assessment. 48. Failure to Perform If Vendor fails to perform any substantial obligation under this Contract, Purchaser shall give Vendor written notice of such Failure to Perform. if after thirty (30) calendar days from the date of the written notice Vendor still has not performed, then Purchaser may withhold all monies due and payable to Vendor, without penalty to Purchaser, until such Failure to Perform is cured or otherwise resolved. 49. Limitation of Liability 49.1. The parties agree that neither Vendor nor Purchaser shall be liable to each other, regardless of the form of action, for consequential, incidental, indirect, or special damages except a claim related to bodily injury or death, or a claim or demand based on patent,copyright, or other intellectual property right infringement, in which case liability shall be as set forth elsewhere in this Contract.This section does not modify any sections regarding liquidated damages or any other conditions as are elsewhere agreed to herein between the parties. The damages specified in the sections titled Termination for Default and Review of Vendor's Records are not consequential, incidental, indirect,or special damages as that term is used in this section. 49.2. Neither Vendor nor Purchaser shall be liable for damages arising from causes beyond the reasonable control and without the fault or negligence of either Vendor or Purchaser ("Force Majeure Event"). Such causes may include, but are not restricted to,acts of God or of the public enemy, acts of a governmental body other than Purchaser acting in either its sovereign or contractual capacity, war, explosions, fires, floods, earthquakes, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather; but in every case the delays must be beyond the reasonable control and without fault or negligence of Vendor, Purchaser,or their respective Subcontractors. 49.3. Neither party shall be liable for personal injury to the other party or damage to the other party's real or tangible personal property except personal injury or damage to real or tangible personal property proximately caused by such party's respective fault or negligence. State of Washington Microsoft Products&Associated Services Department of Information Services 20 Contract#Tl I-MST-579 Contract Termination 50. Termination for Default 50.1. If either Purchaser or Vendor violates any material term or condition of this Contract or fails to fulfill in a timely and proper manner its obligations under this Contract, then the aggrieved party shall give the other party written notice of such failure or violation. The responsible party will correct the violation or failure within thirty (30)calendar days or as otherwise mutually agreed in writing. If the failure or violation is not corrected, this Contract may be terminated immediately by written notice from the aggrieved party to the other party. The option to terminate shall be at the sole discretion of the aggrieved party. Purchaser reserves the right to suspend all or part of the Contract, withhold further payments, or prohibit Vendor from incurring additional obligations of funds during investigation of any alleged Vendor compliance breach and pending corrective action by Vendor or a decision by Purchaser to terminate the Contract. 50.2. In the event of termination of this Contract by Purchaser for Vendor's Default, Purchaser shall have the right to procure the Products and/or Services that are the subject of this Contract on the open market and Vendor shall be liable for all damages, including, but not limited to: (i)the cost difference between the original Contract price for the Products and/or Services and the replacement costs of such Products and/or Services acquired from another Vendor; (ii)if applicable, all administrative costs directly related to the replacement of this Contract, such as costs of competitive bidding, mailing, advertising, applicable fees, charges or penalties, staff time costs; and, (iii)any other costs to Purchaser resulting from Vendor's breach. Purchaser shall have the right to deduct from any monies due to Vendor, or that thereafter become due, an amount for damages that Vendor will owe Purchaser for Vendor's default. 50.3. If the Failure to Perform is without the defaulting party's control, fault,or negligence,the termination shall be deemed to be a Termination for Convenience. 50.4. This section shall not apply to any failure(s) to perform that results from the willful or negligent acts or omissions of the aggrieved party. 51. Termination for Convenience When, at the sole discretion of DIS, it is in the best interest of the State, DIS may terminate this Contract, in whole or in part, by thirty (30) calendar days written notice to Vendor. If this Contract is so terminated, DIS is liable only for payments required by the terms of this Contract for Products and/or Services received and accepted by DIS prior to the effective date of termination. 52. Termination for Withdrawal of Authority In the event that Purchaser's authority to perform any of its duties is withdrawn, reduced, or limited in any way after the commencement of this Contract and prior to normal completion, Purchaser may terminate this Contract by seven (7) calendar days written notice to Vendor. No penalty shall accrue to Purchaser in the event this section shall be exercised.This section shall not be construed to permit Purchaser to terminate this Contract in order to acquire similar Products and/or Services from a third party. State of Washington Microsoft Products&Associated Services Department of Information Services 21 Contract##TI l-MST-579 . 53. Termination for Non-Allocation of Funds If funds are not allocated to Purchaser to continue this Contract in any future period, Purchaser may terminate this Contract by seven (7) calendar days written notice to Vendor or work with Vendor to arrive at a mutually acceptable resolution of the situation. Purchaser will not be obligated to pay any further charges for Products and/or Services including the net remainder of agreed to consecutive periodic payments remaining unpaid beyond the end of the then-current period.Purchaser agrees to notify Vendor in writing of such non-allocation at the earliest possible time. No penalty shall accrue to Purchaser in the event this section shall be exercised. This section shall not be construed to permit Purchaser to terminate this Contract in order to acquire similar Products and/or Services from a third party. 54. Termination for Conflict of Interest Purchaser may terminate this Contract by written notice to Vendor if Purchaser determines, after due notice and examination, that any party has violated chapter 42.52 RCW, Ethics in Public Service, or any other laws regarding ethics in public acquisitions and procurement and performance of contracts. In the event this Contract is so terminated,Purchaser shall be entitled to pursue the same remedies against Vendor as it could pursue in the event Vendor breaches this Contract. 55. Termination Procedure 55.1. In addition to the procedures set forth below, if Purchaser terminates this Contract, Vendor shall follow any procedures Purchaser reasonably specifies in Purchaser's Notice of Termination. 55.2. Upon termination of this Contract, Purchaser, in addition to any other rights provided in this Contract, may require Vendor to deliver to Purchaser any property specifically produced or acquired for the performance of such part of this Contract as has been terminated.The section titled Treatment of Assets shall apply in such property transfer. 55.3. Unless otherwise provided herein, Purchaser shall pay to Vendor the agreed-upon Price, if separately stated, for the Products and/or Services received by Purchaser,provided that in no event shall Purchaser pay to Vendor an amount greater than Vendor would have been entitled to if this Contract had not been terminated. Failure to agree with such determination shall be a dispute within the meaning of the Disputes section of this Contract. Purchaser may withhold from any amounts due Vendor such sum as Purchaser determines to be necessary to protect Purchaser from potential loss or liability. 55.4. Vendor shall pay amounts due Purchaser as the result of termination within thirty (30) calendar days of notice of the amounts due. If Vendor fails to make timely payment, Purchaser may charge interest on the amounts due at one percent (1%) per month until paid in full. State of Washington Microsoft Products&Associated Services Department of Information Services 22 Contract#TI I-MST-579 J Contract Execution 56. Authority to Bind The signatories to this Contract represent that they have the authority to bind their respective organizations to this Contract. 57. Counterparts This Contract may be executed in counterparts or in duplicate originals. Each counterpart or each duplicate shall be deemed an original copy of this Contract signed by each party,for all purposes. In Witness Whereof,,the parties hereto,having read this Contract in its entirety,including all attachments, do agree in each and every particular and have thus set their hands hereunto. Approved Approved State of Washington CompuCom Systems, Inc. Department of Information Services e s • rgnatuSignature of � •"'� ',� 34� Richard A. McDonough �8'/25/11 Print or Type Name r Vale �int or Type Name vate rn \ a� •�a0� VP & Secretary �Prt^r tt e Approved as to Form Vendor Information State of Washington Vendor's UBI Number: Office of the Attorney General Minority or Woman Owned Business Enterprise I Signature Yes No Print or Type Name (Certification Number) Assistant Attorney General Title Date State of Washington Microsoft Products&Associated Services Department of Information Services 23 Contract#Tl 1-MST 579 GOnrpucv, Lags From: Janice.t.EdwardsecomDuccom.com To: smuilln0aberdeenwa.aov:kskolroodCa)aberdeenwa.aov;Iremoher9baubumwa.aov:rncewencfti.bonnev- kkC,la,=ioeshermanAd.bothell.wams:deant0burienwa.aov;mbaine(Mcitvofoentralia.com: cmunoz(fcitvofcheney.ora;DSOUTHWICKO)DESMOINESWA.GOV:inanavich@d,enumdaw.wa.us: iohnsonk@citvofaiaharbor.net:brent.kidk(c)ci.granite-falls.wa.us:Enawail.Tamara:aielinsaaciJacev.wam tstevens0lakestevenswa.aov;rstevensonOlibeVakewa.aoy;ion.harbour(a)d.loncrview.wams; ohauaan4ci.lvnnwood.wam ;itservices(Mmaolevallewra.aov;dbremper0ci.monroe.wa.us: bk*mme16%dtvofm1&i;0;gknight(dd.mit.wa.us;dvargaft.Lmukiiteo.wa.us:SLEWI591NORTHBENDWA.GOV; r_hickerOdtvofoortland.us;Mark,Bailev(aDoullman.wa.aov:rainier(alvwave.com;jglie.basarabft.iidaefield.wa.us: bchambers(aci.dero-woollev.wa.us;srpse(alci.senuim.wa.us:V'ck6(6ci.shelton.wa&X 1eona0d.snohofnish.wa.us: ]RODRIGUEZ(a)CI.SNOCIUALMIE.WA.Us;GVallantyne(acitvofuQ.com:tgomez(olci.washounaLwa.us: iasonh(&d.yelm.wam Subject: FW;MS SELECT PLUS NEW WA STATE CONTRACT ENROLLMENTS Date: Friday,June 06,2014 6:34:47 PM Attachments: SOWA MS Sian Form-(4).doo( SOWA MS`SP Affiliate Rgg-.door Hi All As you all should know by now your original MS Select enrollments have expired as of May 31st CompuCom now has received the new Master Enrollment for the State of WA and can now finalize your enrollments. I have attached required paperwork that MS needs to process your enrollment. We need to receive and process before we can process any further orders for MS products. On signature form in customer block (15t block) please fill in information and sign. Nothing more to this form. On Affiliate Form fill in Primary contact information, if you need someone else also on the form fill in notices contact and on line administrator. Otherwise leave checked. If you have any questions at all please let me know. Thank you and have a great weekend. �" 5404� Senior SLG Software Consultant CompuCom Phone:406-295-4548 Cell: 406-334-6035 iedwards@cQmpucom.com volunle� h'censincj Enterprise Update Statement Enterprise Agreement Number 011173529 Enrollment Number 7289118 Company Name City of Kent In accordance with the terms of entity's Enterprise Agreement and Enrollment, a true-up order must be submitted for each Enrollment's anniversary (including at Enrollment expiration and prior to any renewal)to account for License quantity increases for a. Qualified DesktopsJOevices or Qualified Users b. Online Services(where permitted) c. Previously ordered Additional Products d. Products included in the Enrollment for Core Infrastructure e. Products included in the Enrollment for Application Platform. Products selected with the three year true-up option must place the true-up order only upon enrollment expiration and prior to renewal. If entity has ordered any additional quantities since its last Enrollment anniversary, this annual true-up order is still required. Entity must submit an Enterprise Update Statement for each anniversary when there has been no increase in required License quantities as described above. In checking this box, entity confirms that under the above referenced Enrollment, there has been no increase in the number of required Licenses not already ordered in a prior placed True Up Orders, Entity understands that it is the responsibility of the entity to ensure that all licenses installed are used according to the Enterprise Agreement and Enrollment referenced above. Select applicable year for this Update statement:Year 1 Name of Entity* Cit f Kent Signatureo rinted Nara d* Sean Kelsey Printed Title* Technical Service's Manager Signature Date* 12/22/2014 indicates required fields EAUnivefsatUpdateStatement(WW(ENG)(Apr20l4) Page 1 of I