HomeMy WebLinkAboutIT14-133 - Extension - SoftwareOne, Inc. - Microsoft Enterprise Software Agreement - 02/01/2017 IS Records em
KENT
WASHINGTOM ��r �' Document
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: SoftwareOne, Inc. (formerly Cam uCom Systems, Inc.)
Vendor Number: 1121705
JD Edwards Number
Contract umber:—Using prior contract IT14-133 Cl0
This is assigned by City Clerk's Office
Project Name: Microsoft Enterprise Software Agreement
Description: ❑ Interlocal Agreement E Change Order El Amendment ® Contract
❑ Other:
Contract Effective Date: 06/01/2017 Termination Date: 06/01/2020
Contract Renewal Notice (Days): 30
Number of days required notice for termination or renewal or amendment
Contract Manager: James Endicott Department: Information. Technology
Contract Amount: $367,100.02
Approval Authority: Fj Department Director Mayor City Council
Detail: (i.e. address, location, parcel number, tax id, etc.):
As of: 08/27/1.4
•
KENT
NASHINGrON
Agenda Item: Consent Calendar - 7x
TO: City Council
DATE: February 21, 2017
SUBJECT: Microsoft Product Licensing - 2017 Enterprise Agreement -
Recommend to Authorize
MOTION: Authorize the Mayor to execute all documents necessary to enter
into a three-year contract with SoftwareOne, the reselling agent for
Microsoft Inc., in the amount not to exceed $367,106.02, to renew the
Microsoft Enterprise Software Agreement, and to ratify all acts consistent
with this motion, subject to final terms and conditions acceptable to the IT
Director and City Attorney.
SUMMARY: The City has a number of Microsoft software products that are licensed
throughout our fleet of desktop, laptop computers, mobile devices and servers that
are covered under an Enterprise Agreement ("EA"). The EA is renewable for three
(3) years through a Value Added Reseller ("VAR").
The enrollment for the Microsoft product licensing for the City of Kent is covered
under the WA State Vendors Enterprise Agreement. This enrollment covers the time
frame of 06/01/2017 - 06/01/2020. The current required amount of $367,106.02
is covered in the Council approved 2017-2018 biennial budget cycle.
Information Technology staff will be available to answer any questions the committee
might have on this topic.
EXHIBITS:
1. SoftwareOne quote
2. Volume Licensing Previous Enrollment Agreement Form
3. Volume Licensing Program Signature Form
4. Volume Licensing Enterprise Enrollment State and Local Form
RECOMMENDED BY: Operations Committee
YEA: Boyce, Thomas, Ralph NAY:
BUDGET IMPACTS: Council approved the 2017 IT Operating Budget allocation which
adequately covers the associated 2017-2018 cost. Consideration for the remaining
one year will be requested as part of the 2019-2020 budget cycle.
INFORMATION TECHNOLOGY DEPARTMENT
Mike Carrington, Director
Phone: 253-856-4607
K E NOT Fax: 253-856-4700
W A$H I N o T O N
Address: 220 Fourth Avenue S.
Kent, WA. 98032-5895
DATE: February 7, 2017
TO: Operations Committee
FROM: James Endicott, Information Technology Technical Services Manager
SUBJECT: Microsoft Product Licensing - 2017 Enterprise Agreement -
Recommend to Authorize
MOTION: Authorize the Mayor to execute all documents necessary to enter
into a three-year contract with SoftwareOne, the reselling agent for Microsoft
Inc., in the amount not to exceed $367,106.02, to renew the Microsoft
Enterprise Software Agreement, and to ratify all acts consistent with this
motion, subject to final terms and conditions acceptable to the IT Director
and City Attorney.
SUMMARY: The City has a number of Microsoft software products that are licensed
throughout our fleet of desktop, laptop computers, mobile devices and servers that are
covered under an Enterprise Agreement ("EA"). The EA is renewable for three (3)
years through a Value Added Reseller ("VAR").
The enrollment for the Microsoft product licensing for the City of Kent is covered under
the WA State Vendors Enterprise Agreement. This enrollment covers the time frame of
06/01/2017 - 06/01/2020. The current required amount of $367,106.02 is covered in
the Council approved 2017-2018 biennial budget cycle.
Information Technology staff will be available to answer any questions the committee
might have on this topic.
EXHIBITS: None
BUDGET IMPACT: Council approved the 2017 IT Operating Budget allocation which
adequately covers the associated 2017-2018 cost. Consideration for the remaining one
year will be requested as part of the 2019-2020 budget cycle.
ONE'
Software Quote
Quoted b M,onte Hunter Software One 20876 Crossroads Circle Ste 1' Waukesha WI 53186-4093
Phone 603-330-3172 monte.hunter@softwareone.com
Quoted to, Cq of Kent
Date 1/12/2017 MS EA
renewal
Important: Please provide the email address of the recipient designated to
receive a Software One "order confirmation
Qduantit Part# Descri Lion Unit Price Ext.Price
7
w..
SPE E3 GOV ShrdSvr ALNG SubsVL MVL
900 AAA-11982 PerUsr $ 311.40 $280,260.00
$25.95 per user per month x 12 $ -
0365ATPGOV ShrdSvr ALNG SubsVL MVL
900 3GU-00001 PerUsr $ 18.72 $ 16,848.00
$1.56 per user per month x 12
2 395-02504 ExchgSvrEnt ALNG SA MVL $ 653.81 $ 1,307,62
2 312-02257 ExchgSvrStd ALNG SA MVL $ 114,31 $ 228,62
4 7JQ-00343 SQLSvrEntCore ALNG SA MVL 2Lic CoreLic $ 2,218.84 $ 8,875.36
12 77d-00111 VSProwMSDN ALNG SA MVL $ 303,47 $ 3,641.64
WinRmtDsktpSrvcsCAL ALNG SA MVL
130 6VC-01254 UsrCAL $ 21.38 $ 2,779,40
CISSteDCCore ALNG LicSAPk MVL 2Li'c
80 9GS-00735 woWinSvrUc CoreLlc $266.45 $ 21,316.00
Processor changed to cores 10 x 16 cores
minimum = 160/2 core licenses $ -
$ -
$ -
$
$
Product-total $ 335,256.64
Sub-Total $ 335,256.64
9.50 Tax $ 31,849.38
Shipping No Charge
Total $367,106.02
Pass-Through Warranty and Other Rights. As a reseller,end-user warranties and liabilities(with respect to any third party
software products provided by Software One)shall be provided as a pass-through from the manufacturer of such products.
All software products are subject to the license agreement of the applicable software supplier,as provided with the
software packaging or in the software at time of shipment.Software One provides no independent warranties,indemnities
or liabilities.Public Sector Disclosure:Software One may receive incentive fees for public sector EA transactions.
-ONE'
t 'FEB 2 7 20 i j The Software Licensing EKperts'-
r
' � I
M,t1Le ��
City Of Kent Dace 02124a017
Attn Aunts Payable Customer No. US-SCU-1291-14
Accounts Payable PO No. -1:s20e OP
220 4th Avenue South Your Reference �— ai
Kent,WA 98032 Order No. US-SCO-SSM93
Account Manager Janice Edwards
Your Contact Person Miriam Gonzalez
E-Mail mirlam.gonzalezt�awftwareortc.eom
Direct Phone No. +52
Invoice US-PSI-561480
Sall to Address Shipplaq Addms Licemm Addres
City Of Kant City of Kent City Of Kent
Attn Amounts Payable Infermalim Technology Attn Accounts Payable
220 4th Avenue South 400 West Gawe Street 220 4th Avenue South
Kertt WA 98032 Suite 122 Kent.WA 98032
KENT,WA SM32
paacdptfon Language Shipment Date Amount
Pan. No- Marvite urer Lid Mod. DisrAev. Fermat version OS oty. Untl PAeeSsles Tax (lisp)
10 A158.279W.AL Secure Productive Entorprtse E3 Gov ShMSvr per User AL 020/2017
Government Montluy SuitsWption
mkroaott iFA GOV LEVEL D SUB NON-SPEC NonSpeoRc 900 31140 9.50 280180.00
20 A150.37781.AL Ofto365 Exchange ATP for Gov ShrdSvrpmUser AL 02121r20t7
Government Monthly Sub=obon
Mkf*W IEA GOV LEVEL D SUB NON-SPEC Non$pedfc 900 18.72 9.50 18.848.OD
30 A150 OD027.AL ExcAatge Server Ernerprrae AL OQ12112017
Government 1 Year SA Add Prod
Micrown IEAADD G LEVEL O MNT NON-SPEC NonSpeci tc 2 633.81 9.50 1,307.82
40 A150.0002B.1LL Exo tango Server Standard AL 02r=2017
Goventrnent 1 Year SA Add Prod
Microwa IEAADDG LEVEL MNT NON-SPEC Non-Spepfrc 2 114.31 9.50 22862
50 AIW.04724.AL Viauat Studio Professional wIMSON AL =12017
Goverment 1 Year SA Add Prod
Micrawlt 1EA ADD G LEVEL D MNT NON-SPEC NonSpe riic 12 303.47 9.50 3.641.64
80 A158.09233.AL SOL Server Enterprise Core 2 Lit AL 0PJ W017
Govenxnad 1 Year SA Add Prod
MiaaMt [EA ADO G LEVEL C MNT NON-SPEC NonSpeakc 4 2.218.84 9.50 8,87&38
70 AIW.02774.AL Wndows Rernote Destacp Se vicoa User CAL only AL 02121/M17
Govanxnent 1 Yea(SA Add Prod
Mio-osoft IEA ADD G LEVEL D MNT NON-SPEC NonSpeaft 130 21.38 9.50 2,T79.40
80 AI%43758.AL Core dttraatnxture Server Suite DataCanwrC2LlowloWSwCIlo AL a?J21n017
GOMenrnatt License and 1 Year SA Add Prod Added at Signing _
Mivas08 1FA ADD G LEVEL D LtCdMNT NON-SPEC NonSporinc 90 26845 9.50 21.315.01)
Sof ware4NE,h1c. Suite 1 Phone:800-444-9890 www.$Oflwareona.com
X875 Crossroads Cade Waukesha,Vr153186 Fax:262-317-5554 sales@ssoftv4mle.com
The Software Licensing Experts'
Invoice US-PSI-561480
Page 212
Deacrlptbo language Shipment pate Amount
Pas. Na Mamdad LnMod. Disc-Lev. Format Vorsion C35 Qly. lktitPrEeeSdesTax fUSDl
Total USD excL Tax 335,258.84
Tax Amount 31,t149.38
Total USO IrrcL Tax /l"367,10&02
Tax Amcuot Speeillea0on
Tax Identifier Tax 9L Line Amount Inv.Dlo&O na kw.Disc.Amount Tax Saw Tax Amount
&50 356,266.84 336,25&64 0.00 335,25&84 31,849.36
TOW 335,256.64 335,2i8.6a OAD 335,268.84 31,1149.38
Fallum to pay this Invoice an or before the due date,may resu0 in caocdlatlan,lobe charges andler irtlerest as furOw provided in your Contract with SafMare One,ktc
Make checks payable to SoftaraONE Inc.
Payment Terms 30 Days net 03t211=17
Bank k0onoawn HS804USD,USA-14203 BuBalq BLZ,Ace.No.:000255319
Fft No.:0210DIINS.SWIFT:MRMDUS33
SoftwareONE,Inc Suite 1 Phone.SM-444-98% wavaso{twareone.mm
20875CrossroadsCirde Waukesha,W1SM86 Fax:262-317-555a sales6so%areone.com
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Enterprise Enrollment Product Selection Form Microsoft 'Volume Licensing
Proposal ID Enrollment Number
0574820,.001
Language:English(United States)
EnrcrllP4,A l te" ;En IrpeFr Dsgrdn mu r, am � 1 older.
Qualified Device], � � C1�L Licensing, '
Profile Qualified Users" Enterprise Prbduct Piatf"
Devices Ratio Model
Enterprise 900 900 1.0 Yes Device Licenses
Products Enterprise Qntity
Secure Productive Enterprise
Secure Productive Enterprise USL 7777 900
Enrofleil'Affi1iate°e,Pr"v+c uct Quantities:,
Price Group 1 2 3 4
Enterprise Products Office Professional Plus+ Client Access License+ Client.Access Win E3+Win E5+
Office 365 ProPlus+Office Office 365(Plans E1,E3, License+Windows Win VDA+Secure
365(Plans E3,E4 and E5)+ E4 and E5)+Secure Intune+EMS USL+ Productive
Secure Productive Enterprise Productive Enterprise Secure Productive Enterprise
Enterprise
Quantity 900 900 900 900
Enrolled JAffiliate's Price(Level:
Product Offering J Pool Price Level
Enterprise Products and Enterprise Online Services USLs:Unless otherwise indicated in associated contract
documents,Price level set using the highest quantity from Groups 1 through 4, D
Additional Product Application Pool:Unless otherwise indicated in associated contract documents„Price level
set using quantity from Group 1. D
Additional Product Server Pool:Unless otherwise indicated in associated contract documents,Price level set
using the highest quantity from Group 2 or 3. D
Additional Product Systems Pool:Unless otherwise indicated in associated contract documents,Price level set
using quantity from Group 4. D
NOTES
Unless otherwise indicated in the associated contract documents,the price level for each Product offering 1 pool is set as described
above,based upon the quantity to price level mapping below:
Page 1 of 2
EA-EASProdSelForrn(WW)(ENG) MS Quote
Enterprise Enrollment Product Selection Form Microsoft I Volume Licensing
Quantity of Licenses and Software Assurance Price Level
2,399 and below A
2,400 to 5,999 B
6,000 to 14,999 C
15,000 and above D
Note 1:Enterprise Online Services may not be available in all locations. Please see the Product List for a list of locations where these
may be purchased.
Note 2:If Enrolled Affiliate does not order an Enterprise Product or Enterprise Online Service associated with an applicable Product pool,
the price level for Additional Products in the same pool will be price level"A"throughout the term of the Enrollment.Refer to the Qualifying
Government Entity Addendum pricing provision for more details on price leveling.
Page 2 of 2
EA-EASProdSelForm(WW)(ENG) MS Quote
Microsoft Volume Licensing
Previous Enrollment(s)/Agreement(s) Form
Entity Name: City of Kent
Contract that this form; is attached to: State Local Government
For the purposes of this form, "entity" can mean the signing entity, Customer, Enrolled Affiliate,
Government Partner, Institution,or other party entering into a volume licensing program agreement.
Please provide a description of the previous Enrollment(s), Agreement(s), Purchasing Account(s),
and/or Affiliate Registration(s) being renewed or consolidated into the new contract identified above.
a. Entity may select below any previous contract(s)from which to transfer MSDN subscribers
to this new contract. Entity shall ensure that each MSDN subscriber transferred is either
properly licensed under the new contract or is removed.
b. Entity may select below only one previous contract from which to transfer the Software
Assurance(SA) Benefit contact details, i.e., benefits contact(not the SA manager) and the
program codes,to this new contract.
c. An Open License cannot be used to transfer either the SA Benefit details or MSDN
subscribers.
d. The date of the earliest expiring Enrol Iment/Ag reement that contains SA or Online Services
will be the effective date of the new contract(or SA coverage period for Select Plus).
e. Please insert the number of the earliest expiring Enrollment/Agreement with SA or Online
Services in the appropriate fields of the new contract.
Enrollment/Agreementl
Enrollment/AgreemenV Transfer Transfer 7
Purchasing Account/Affiliate
Purchasing AccountlAffiliate SA Benefit
Registration Public Customer
Registration Description contact Subscrib
Number
L Standard Enrollment 7289118
PrevEnrAgrForm(VAN)(ENG)(Apr2Ol6) Page 1 of 1
1
® Microsoft Volume Licensing
Program Signature Form
MBAIMSSA number 000-maoieary-80005
Agreement number 01E73965
Note: Enter the applicable active numbers associated with the documents below. Microsoft
requires the associated active number be Indicated here, or listed below as new.
For the ptxrposes<of 'this form,."Customer' can rrieaq the 'signtn�'; ititjr Enrolled late Rr:
h
Government. Paitner, Institu#on, or other,party 'edh lih§.""Into a oit4rne i!'rcen irig;
agreement.
This signature form and all contract documents identified in the table below are entered into between
the Customer and.the Microsoft AfflIIgeAqjkq,as of the effective date Identified below.
Contract Document Number or Code
Enterprise Enrollment Indirect XZO-10634
En�se�Amendmertt ., ,.., M97 New __
Product Selection Form 10574820.001 PSF �— —
By signing below,Customer and the Microsoft Affiliate agree that both parties (1)have received, read
and understand the above contract documents, Including any websftes or documents Incorporated by
reference and any amendments and(2)agree to be bound by the terms of all such documents.
Name of Entity ust b egal.e 'y nam o.. nt
Signature*
Printed Fi gqd aqKfNjjme# —5ZAZah4—' L7
Pr)nted A'9—
Signature Date' r.Z. Z�, 2-0/7
Tax ID
indicates required 19e1d
AffiliateMicrosoft
Microsoft Corporation
Signatursa
,
Printed I=i d Gast Na
Printed Title FEB 7 7 2017
Signature Date
(date MlawoftAffi[iatecountersigns) Laura Linares
n behalf of
Agreement Eff&tive Date �2 I Microsoft Co'poration
(may be different then Mtl dwts signature date)
Program$lgnFonn(MSSfgn)(NA,LetAm)ExBRA,MLI(ENG)(Aug20l4) Page 1 of 2
I
I
Optional 2114 Customer signature or Outsourcer signature(if applicable)
Name of Entlty (must be legal entity name)*
Signature*
Printed First and Last Name*
Printed Title
Signature date*
indicates required field
Outsourcer
Name,of Entity(must be legal entity manse)*
Signature*'
Printed First and Last Name*
Printed Title
Signature Date*
I
*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 faun is signed by the Customer, send it and the Contract DocumeAts to
Customer's channel partner or Microsoft account manager, who must submit them to the following
address. When the signature form is fully executed by Microsoft„Customer will receive a confirmation
copy.
Microsoft Corporation
Crept,561,Volume Licensing
6100 Nell Road, Suite 210
Reno,Nevada 89511-1137
US.A.
u
ProgramSig,nForm(MSSign)(NA,LatAm)ExBl .MLI(ENG)(Aug2a14) Page 2 of 2
Optional 2"d Customer signature or Outsourcer signature(if applicable)
Name of Entity(must be legal entity name)*
Signature*
Printed First and Last Name*
Printed Title
Signature Date*
*indicates required field
Outsourcer
Name of Entity(must be legal entity name)*
Signature*
Printed First and Last Name*
Printed Title
Signature Date*
*indicates required field
If Customer requires physical media, additional contacts, or is reporting multiple previous Enrollments,
include the appropriate form(s)with this signature form.
After this signature form is signed by the Customer, send it and the Contract Documents to
Customer's channel partner or Microsoft account manager, who must submit them to the following
address. When the signature form is fully executed by Microsoft, Customer will receive a confirmation
copy.
Microsoft Corporation
Dept.551,Volume Licensing
6100 Neil Road, Suite 210
Reno, Nevada 89511-1137
USA
ProgramSignForm(MSSign)(NA,LatAm)ExBRA,MLI(ENG)(Aug2014) Page 2 of 2
Microsoft Volume Licensing
Amendment to Contract Documents
Enrollment Number '"'
Mclosoff io COMOere1(o`I 7 ko
O-maoleaiy 5
This amendment(°Amendment°)is entered into between the parties identified on the attached program
signature form.It amends the Enrollment or Agreement identified above. All terms used but not defined
in this Amendment will have the same meanings provided in that Enrollment or Agreement.
Enterprise Enrollment (indirect)
Invoice for Quoted Price
Amendment ID M97
Notwithstanding anything to the contrary or in addition to any terms in the Enrollment,the Enrollment is
hereby amended to add the following paragraph:
The price quoted to Enrolled Affiliate's Reseller is a fixed price based on an estimated order submission
date. Microsoft will invoice Enrolled Affiliate's Reseller based on Ws#'iced.price quote. If this order is
submitted later than the estimated order submission date;�:Erirolled Affilia#e's Reseller will be charged
for net new Monthly Subscriptions(including Online Services)foMh+e period durjng which these services
were not provided. Pricing to Enrolled Affiliate is-�agreed between Enrol- -'Affiliate and..Enrolled
Affiliate's Reseller. ,
Except for oanges lnade by-thls Arid�` txient n.
,the Enrollment or Agreement identified above` ains
unchanged and in full force and of 61f.there is any conflict between any provision irt•this Airtendment
and an provision in the-Enrollment or A reement ide _ `
Y A 9 ntifse�abo�" Is:AmendrrieM;shall control.
This Amelitdlmelat musbe a Ilrc�as`
....;.Microsoft.IntemaD•use Only:
M97 Erir mme rill InvoiceforQuotedPrtce ENG r10i6 v2 CR.docac I I M97 I Blue
AmendmentApp v3.6 M97 B
Page 1 of 1
0 Microsoft Volume Licensing
Enterprise Enrollment State and Local
Enterprise Enrollment number Framework ID
(Microsoft to complete) 69770878 (if applicable)
Previous Enrollment number 7289118
(Rese!!er to complete)
This Enrollment must be attached to a signature form to be valid.
This Microsoft Enterprise Enrollment is entered into between the entities as identified in-the signature form
as of the effective date. Enrolled Affiliate represents and warrants it is the same'6stomer, 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 term,bf the Enterprise Agreement
identified on the signature form, (3) the Product Selection Form, (4) the:Product Terms, (5) the Online
Services Terms, (6) any Supplemental Contact Information Form, Previous Agreement/Enrollment form,
and other forms that may be required, and (7) any order submitted-fin.fi6r,this Enrollment. This Enrollment
may only be entered into under a 2011 or later Enterprise 4.reem0t. By entering into this Enrollment,
Enrolled Affiliate agrees to be bound by the terms and conditionaof;=the Enterprise Agreement.
All terms used but not defined are located at hfQ//www.Microsoft.com/licensing/contracts. In the event of
any conflict the terms of this Agreement control
ji
Effective date. If Enrolled Affiliate is renewing Software#assurance or Subscription Licenses from one or
more previous Enrollments or agreements, then the effective date will be the day after the first prior
Enrollment or agreement expires or terminates.. If this Enrollment is renewed, the effective date of the
renewal term will be the day after the E cpirati6mbate of the initial term. Otherwise, the effective date will
be the date this Enrollment is accepted 6yWicrosoft. Any reference to "anniversary date" refers to the
anniversary of the effective date of the applicable initial or renewal term for each year this Enrollment is in
effect.
Term. The initial term of this'Enrollment will expire on the last day of the month, 36 full calendar months
from the effective date of,thEjnitial term. The renewal term will expire 36 full calendar months after the
effective date of the renewal,tern _
Terms and Conditions
1. ��`�Definitrons.
Temp:Used but not defined in this Enrollment will have the definition in the Enterprise Agreement. The
followin ,.definitions are used in this Enrollment:
"Additional Product" means any Product identified as such in the Product Terms and chosen by Enrolled
Affiliate under this Enrollment.
"Community" means the community consisting of one or more of the following: (1) a Government, (2) an
Enrolled Affiliate using eligible Government Community Cloud Services to provide solutions to a
Government or a qualified member of the Community, or(3)a Customer with Customer Data that is subject
to Government regulations for which Customer determines and Microsoft agrees that the use of
Government Community Cloud Services is appropriate to meet Customer's regulatory requirements.
EA2016EnrGov(US)SLG(ENG)(Nov2016) Page 1 of 10
Document X20-10634
Membership in the Community is ultimately at Microsoft's discretion, which may vary by Government
Community CloA;erryJ
"Enterprise Onit " means any Online Service designated as an Enterprise Online Service in the
Product Terms and chosen by Enrolled Affiliate under this Enrollment. Enterprise Online Services are
treated as Online Services, except as noted.
"Enterprise Product" means any Desktop Platform Product that Microsoft designates as an Enterprise
Product in the Product Terms and chosen by Enrolled Affiliate under this Enrollment. Enterprise Products
must be licensed for all Qualified Devices and Qualified Users on an Enterprise-wide basis under this
program.
"Expiration Date" means the date upon which the Enrollment expires.
"Federal Agency" means a bureau, office, agency, department or other entity of the-United:Mates
Government.
"Government" means a Federal Agency, State/Local Entity, or Tribal Entity acting in its governmental
capacity.
"Government Community Cloud Services" means Microsoft Online Services thatare provisioned in
Microsoft's multi-tenant data centers for exclusive use by or for the Community'sgd offered in accordance
with the National Institute of Standards and Technology (NIST) SpeciaF Publication 800-145. Microsoft
Online Services that are Government Community Cloud Services are,e(esignated as such in the Use Rights
and Product Terms.
"Industry Device" (also known as line of business device) meads 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:deviEe;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, networkcor Internet browsing, or scheduling, or personal finance),
then the desktop functions: (1) may only be used for the purpose of supporting the Industry Program
functionality; and (2) must be technically integrated with the Industry Program or employ technically
enforced policies or architecture to operate only when used with the Industry Program functionality_
"Managed Device" means any device on`Which any Affiliate in the Enterprise directly or indirectly controls
one or more operating system environrr►ents. Examples of Managed Devices can be found in the Product
Terms.
"Qualified Device" means any device that is used by or for the benefit of Enrolled Affiliate's Enterprise and
is: (1) a personal desktop computer, portable computer, workstation, or similar device capable of running
Windows Pro locally(iri.a physical or virtual operating system environment), or(2)a device used to access
a virtual desktop infrastructure("VDI"). Qualified Devices do not include any device that is: (1) designated
as a server and not used as a personal computer, (2) an Industry Device, or(3) not a Managed Device. At
its option, the Enrolled Affiliate may designate any device excluded above (e.g., Industry Device) that is
used by or-for the benefit of the Enrolled Affiliate's Enterprise as a Qualified Device for all or a subset of
Enterprise Products or Online Services the Enrolled Affiliate has selected.
"QuaHfiied User" means a person (e.g., employee, consultant, contingent staff) who: (1) is a user of a
Qualified, Device, or (2) accesses any server software requiring an Enterprise Product Client Access
License or any Enterprise Online Service. It does not include a person who accesses server software or
an Online Service solely under a License identified in the Qualified User exemptions in the Product Terms.
"Reseller" means an entity authorized by Microsoft to resell Licenses under this program and engaged by
an Enrolled Affiliate to provide pre-and post-transaction assistance related to this agreement;
"Reserved License" means for an Online Service identified as eligible for true-ups in the Product Terms,
the License reserved by Enrolled Affiliate prior to use and for which Microsoft will make the Online Service
available for activation.
EA2016EnrGov(US)SLG(ENG)(Nov2016) Page 2 of 10
Document X20-10634
"State/Local Entity" means (1) any agency of a state or local government in the United States, or(2) any
United States county, borough, commonwealth, city, municipality, town, township, special purpose district,
or other similar type of governmental instrumentality established by the laws of Customer's state and
located within Customer's state's jurisdiction and geographic boundaries.
"Tribal Entity" means a federally-recognized tribal entity performing tribal governmental functions and
eligible for funding and services from the U.S. Department of Interior by virtue of its status as an Indian
tribe.
"Use Rights" means, with respect to any licensing program, the use rights or terms of service for each
Product and version published for that licensing program at the Volume Licensing Site. The'tUse Rights
supersede the terms of any end user license agreement (on-screen or otherwise) that accgrip,pies a
Product. The Use Rights for Software are published by Microsoft in the Product Terms. The Use Rights for
Online Services are published in the Online Services Terms.
"Volume Licensing Site" means http://www.microsoft.com/licensing/contracts or a successor site.
2. Order requirements.
a. Minimum order requirements. Enrolled Affiliate's Enterpriser.rnust,have a minimum of 250
Qualified Users or Qualified Devices. The initial order must,ncl%de at least 250 Licenses for
Enterprise Products or Enterprise Online Services.
(i) Enterprise commitment. Enrolled Affiliate must older enough Licenses to cover all
Qualified Users or Qualified Devices, deperidirig oiilhe"License Type, with one or more
Enterprise Products or a mix of Enterprise.Products and the corresponding Enterprise
Online Services (as long as all Qualified Devices not covered by a License are only used
by users covered with a user License)
(ii) Enterprise Online Services onfj.< 'rf'no Enterprise Product is ordered, then Enrolled
Affiliate need only maintain at least 250 Subscription Licenses for Enterprise Online
Services.
b. Additional Products. ,Upon`satisfying the minimum order requirements above, Enrolled
Affiliate may order Addid6a al Products;
c. Use Rights for Enterprjse`Products. For Enterprise Products, if a new Product version has
more restrictive use ng A$I�ari'the version that is current at the start of the applicable initial or
renewal term of the Ert'ollrrent, 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 initi l,.orgr'and on any additional orders.
e. Reselld(s. Enrolled Affiliate must choose and maintain a Reseller authorized in the United
States> rolled Affiliate will acquire its Licenses through its chosen Reseller. Orders must be
sUWitt6&to the Reseller who will transmit the order to Microsoft. The Reseller and Enrolled
;Affiliate determine pricing and payment terms as between them, and Microsoft will invoice the
aeseller based on those terms.Throughout this Agreement the term"price" refers to reference
price. Resellers and other third parties do not have authority to bind or impose any obligation
or liability on Microsoft.
f. Adding Products.
(i) Adding new Products not previously ordered. New Enterprise Products or Enterprise
Online Services may be added at any time by contacting a Microsoft Account Manager or
Reseller. New Additional Products, other than Online Services, may be used if an order is
placed in the month the Product is first used. For Additional Products that are Online
Services, an initial order for the Online Service is required prior to use.
EA2016EnrGov(US)SLG(ENG)(Nov2016) Page 3 of 10
Document X20-10634
(ii) Adding Licenses for previously ordered Products. Additional Licenses for previously
ordered Products other than Online Services may be added at any time but must be
included in the next true-up order. Additional Licenses for Online Services must be ordered
prior to use, unless the Online Services are (1) identified as eligible for true-up in the
Product Terms or(2) included as part of other Licenses.
g. True-up requirements. Enrolled Affiliate must submit an annual true-up order that accounts
for any changes since the initial order or last order. If there are no changes, then an update
statement must be submitted instead of a true-up order.
(i) Enterprise Products. For Enterprise Products, Enrolled Affiliate must determine the
number of Qualified Devices and Qualified Users (if ordering user-based Licenseis)at the
time the true-up order is placed and must order additional Licenses for all Qualfied 67 vices
and Qualified Users that are not already covered by existing Licenses <rincludirib any
Enterprise Online Services.
(ii) Additional Products. For Additional Products that have been prevously'afdered under
this Enrollment, Enrolled Affiliate must determine the maxiritiun nuitiber of Additional
Products used since the latter of the initial order, the Id9t_.true",up;,,order, or the prior
anniversary date and submit a true-up order that accounts forany increase.
(iii) Online Services. For Online Services identified as,..eligibliYJor true-up in the Product
Terms, Enrolled Affiliate may place a reservation order for1he additional Licenses prior to
use and payment may be deferred until the next true,-up order. Microsoft will provide a
report of Reserved Licenses ordered but iot yefiavoiced to Enrolled Affiliate and its
Reseller. Reserved Licenses will be invoiced *oac&ely to the month in which they were
ordered.
(iv) Subscription License reductiprts. Enrolled Affiliate may reduce the quantity of
Subscription Licenses at the Enrollment 'anniversary date on a prospective basis if
permitted in the Product Terms, as"t Iowa:
1) For Subscription Licenses that are part of an Enterprise-wide purchase, Licenses may
be reduced if the total quantity of Licenses and Software Assurance for an applicable
group meets orc;exceeds the quantity of Qualified Devices and Qualified Users (if
ordering user-based Licenses)-identified on the Product Selection Form, and includes
any add itional.Qualified Devices and Qualified Users added in any prior true-up orders.
Step-up Lice ses`do not count towards this total count.
2) For.Ente(prise Online Services that are not a part of an Enterprise-wide purchase,
Licenses can .be reduced as long as the initial order minimum requirements are
maintalned
3) .;;For'Additional Products available as Subscription Licenses, Enrolled Affiliate may
`reduce the Licenses_ If the License count is reduced to zero, then Enrolled Affiliate's
:>use of the applicable Subscription License will be cancelled.
invoices will be adjusted to reflect any reductions in Subscription Licenses at the true-up
order Enrollment anniversary date and effective as of such date.
(v) Update statement. An update statement must be submitted instead of a true-up order if,
since the initial order or last true-up order, Enrolled Affiliate's Enterprise: (1) has not
changed the number of Qualified Devices and Qualified Users licensed with Enterprise
Products or Enterprise Online Services; and (2) has not increased its usage of Additional
Products. This update statement must be signed by Enrolled Affiliate's authorized
representative.
(vi)True-up order period. The true-up order or update statement must be received by
Microsoft between 60 and 30 days prior to each Enrollment anniversary date. The third-
year true-up order or update statement is due within 30 days prior to the Expiration Date,
and any license reservations within this 30 day period will not be accepted. Enrolled Affiliate
EA2016EnrGov(US)SLG(ENG)(Nov2016) Page 4 of 10
Document X20-10634
may submit true-up orders more often to account for increases in Product usage, but an
annual true-up order or update statement must still be submitted during the annual order
period.
(vii)Late true-up order. If the true-up order or update statement is not received when due,
Microsoft will invoice Reseller for all Reserved Licenses not previously invoiced and
Subscription License reductions cannot be reported until the following Enrollment
anniversary date(or at Enrollment renewal, as applicable).
h. Step-up Licenses. For Licenses eligible for a step-up under this Enrollment, Enrolled Affiliate
may step-up to a higher edition or suite as follows:
(i) For step-up Licenses included on an initial order, Enrolled Affiliate may order according to
the true-up process.
(ii) If step-up Licenses are not included on an initial order, Enrolled Affiliate'may step-up
initially by following the process described in the Section titled "Adding new,Products not
previously ordered," then for additional step-up Licenses, by:followfha the true-up order
process.
I. Clerical errors. Microsoft may correct clerical errors in this Enrollimenf`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 correcti°oit, Clerical errors include minor
mistakes, unintentional additions and omissions. This'provisidn does not apply to material
terms, such as the identity, quantity or price of a:Pr94M. t ordered.
j. Verifying compliance. Microsoft may, in its discretipn and at its expense, verify compliance
with this Enrollment as set forth in the Enterprise,Agreeri ent.
3. Pricing.
a. Price Levels. For both the initial and any:,renewal term Enrolled Affiliate's Price Level for all
Products ordered under this Enrollment will be Level"D"throughout the term of the Enrollment.
b. Setting Prices. Enrolled,
Afftiate's prices for each Product or Service will be established by its
Reseller. Except for Onlirie.,Sertrices`designated in the Product Terms as being exempt from
fixed pricing, As long�:as, Ecolfed Affiliate continues to qualify for the same price level,
Microsoft's prices for Res rllersfor each Product or Service ordered will be fixed throughout the
applicable initial or renei . Enrollment term. Microsoft's prices to Resellers are reestablished
at the beginning'tf thecenewal term.
4. Payment term.
For the initial or:�'enewal order, Enrolled Affiliate may pay upfront or elect to spread its payments over the
applicahJe Ep li'64 t.term. If an upfront payment is elected, Microsoft will invoice Enrolled Affiliate's
ReselleN,,' W upon acceptance of this Enrollment. If spread payments are elected, unless indicated
otheir4, flproaoft will invoice Enrolled Affiliate's Reseller in three equal annual installments. The first
insillmeht wirUbe invoiced upon Microsoft's acceptance of this Enrollment and remaining installments will
be invoiced on each subsequent Enrollment anniversary date. Subsequent orders are invoiced upon
acceptance of the order and Enrolled Affiliate may elect to pay annually or upfront for Online Services and
upfront for all other Licenses.
5. End of Enrollment term and termination.
a. General. At the Expiration Date, Enrolled Affiliate must immediately order and pay for Licenses
for Products it has used but has not previously submitted an order, except as otherwise
provided in this Enrollment.
EA2016EnrGov(US)SLG(ENG)(Nov2016) Page 5 of 10
Document X20-10634
b. Renewal option. At the Expiration Date of the initial term, Enrolled Affiliate can renew
Products by renewing this Enrollment for one additional 36-month term or by signing a new
Enrollment. Microsoft must receive a Renewal Form, Product Selection Form, and renewal
order prior to or at the Expiration Date. Microsoft will not unreasonably reject any renewal.
Microsoft may make changes to this program that will make it necessary for Customer and its
Enrolled Affiliates to enter into new agreements and Enrollments at renewal.
c. If Enrolled Affiliate elects not to renew.
(i) Software Assurance. If Enrolled Affiliate elects not to renew Software Assurance for any
Product under its Enrollment, then Enrolled Affiliate will not be permitted to order:Software
Assurance later without first acquiring a new License with Software Assurance:= ~
(ii) Online Services eligible for an Extended Term. For Online Services idenjifiedas eligible
for an Extended Term in the Product Terms, the following options are available`af 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") for up to one year unless designated
in the Product Terms to continue until cancelled, is available. During the Extended
Term, Online Services will be invoiced monthly at,the then-current published price as
of the Expiration Date plus a 3% administrative'fee;,_If Enrolled Affiliate wants an
Extended Term, Enrolled Affiliate must submit a request to Microsoft at least 30 days
prior to the Expiration Date.
2) Cancellation during Extended Term.. At;,ay time during the first year of the
Extended Term, Enrolled Affiliate may terminate the Extended Term by submitting a
notice of cancellation to Microsoft for;eaQh`Online Service. Thereafter, either party
may terminate the Extended Tecm by providing the other with a notice of cancellation
for each Online Service. Cancellation'will be effective at the end of the month following
30 days after Microsoft has received`or issued the notice.
(iii) Subscription Licenses and..Online Services not eligible for an Extended Term. If
Enrolled Affiliate elects rift to`renew, the Licenses will be cancelled and will terminate as
of the Expiration Dai&..Ary<associated media must be uninstalled and destroyed and
Enrolled Affiliate's«Enterprise must discontinue use. Microsoft may request written
certification to verify b,; pliance.
d. Termination for.=cause. -Any termination for cause of this Enrollment will be subject to the
"Termination for cause" section of the Agreement. In addition, it shall be a breach of this
Enrollment if Enrolled Affiliate or any Affiliate in the Enterprise that uses Government
Community Cloud Services fails to meet and maintain the conditions of membership in the
definition, of Community.
e. Earty`.teFmination. Any early termination of this Enrollment will be subject to the "Early
;Termination" Section of the Enterprise Agreement.
'For Subscription Licenses, in the event of a breach by Microsoft, or if Microsoft terminates an
Online Service for regulatory reasons, Microsoft will issue Reseller a credit for any amount paid
in advance for the period after termination.
6. Government Community Cloud.
a. Community requirements. If Enrolled Affiliate purchases Government Community Cloud
Services, Enrolled Affiliate certifies that it is a member of the Community and agrees to use
Government Community Cloud Services solely in its capacity as a member of the Community
and, for eligible Government Community Cloud Services, for the benefit of end users that are
members of the Community. Use of Government Community Cloud Services by an entity that
is not a member of the Community or to provide services to non-Community members is strictly
EA2016EnrGov(US)SLG(ENG)(Nov20l6) Page 6 of 10
Document X20-10634
prohibited and could result in termination of Enrolled Affiliate's license(s) for Government
Community Cloud Services without notice. Enrolled Affiliate acknowledges that only
Community members may use Government Community Cloud Services.
b. All terms and conditions applicable to non-Government Community Cloud Services also apply
to their corresponding Government Community Cloud Services, except as otherwise noted in
the Use Rights, Product Terms, and this Enrollment.
c. Enrolled Affiliate may not deploy or use Government Community Cloud Services and
corresponding non-Government Community Cloud Services in the same domain.
d. Use Rights for Government Community Cloud Services. For Government Community
Cloud Services, notwithstanding anything to the contrary in the Use Rights:
(1) Government Community Cloud Services will be offered only within the Urlited,states.
(ii) Additional European Terms, as set forth in the Use Rights, will not apply:;;
(iii) References to geographic areas in the Use Rights with respecttp tFie location of Customer
Data at rest, as set forth in the Use Rights, refer only to the.United,States.
EA2016EnrGov(US)SLG(ENG)(Nov2016) Page 7 of 10
Document X20-10634
Enrollment Details
1. Enrolled Affiliate's Enterprise.
a. Identify which Agency Affiliates are included in the Enterprise. (Required) Enrolled Affiliate's
Enterprise must consist of entire offices, bureaus, agencies, departments or other entities of
Enrolled Affiliate, not partial offices, bureaus, agencies,or departments, or other partial entities.
Check only one box in this section. If no boxes are checked, Microsoft will deem the Enterprise
to include the Enrolled Affiliate only. If more than one box is checked, Microsoft wili..deem the
Enterprise to include the largest number of Affiliates:
19 Enrolled Affiliate only
❑ Enrolled Affiliate and all Affiliates
❑ Enrolled Affiliate and the following Affiliate(s) (Only identify specific affiliateszto`be included
if fewer than all Affiliates are to be included in the Enterprise):
❑ Enrolled Affiliate and all Affiliates, with following Affiliates)excluded:
b. Please indicate whether the Enrolled Affiliate's Enterprise will include all new Affiliates acquired
after the start of this Enrollment: Exclude future Affiliates''
2. Contact information.
Each party will notify the other in writing if any of theinfoftat'ion 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
hftps://www.microsoft.com/licensing/geivicecenter_
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's First James Last Endicott
Coetact"email address*jendicoft@kentwa.gov
Street`address*220 Fourth Ave S
City.*,Kent
State/Province*WA
Postal code* 98032-5838-
(For U.S. addresses, please provide the zip+4, e.g. xxxxx-xxxx)
Country* United States
Phone*253-856-4620
Tax ID
*indicates required fields
b. Notices contact and Online Administrator. This contact(1) receives the contractual notices,
(2) is the Online Administrator for the Volume Licensing Service Center and may grant online
access to others, and (3) is authorized to order Reserved Licenses for eligible Online Servies,
including adding or reassigning Licenses and stepping-up prior to a true-up order.
EA2016EnrGov(US)SLG(ENG)(Nov2016) Page 8 of 10
Document X20-10634
❑ Same as primary contact(default if no information is provided below,even if the box is not
checked).
Contact name*First Lynnette Last Smith
Contact email address*LSmith@kentwa.gov
Street address*220 Fourth Ave S
City* Kent
State[Province*WA
Postal code*98032-5838-
(For U.S. addresses, please provide the zip+4, e.g.x)o=-xxxx)
Country* United States
Phone*253-856-4611 d1f.
Language preference. Choose the language for notices. English
❑ This contact is a third party (not the Enrolled Affiliate). Warning: This-:cok�&`_ eives
personally identifiable information of the Customer and its Affiliates. Y.
*indicates required fields ^, z
c. Online Services Manager. This contact is authorized to manah.A410'nlige Services ordered
under the Enrollment and (for applicable Online Services) to aci3ar rssign Licenses and
step-up prior to a true-up order.
❑ Same as notices contact and Online Administrator,.( ef ulf if'no information is provided
below, even if box is not checked) _
Contact name*:First James Last Endicott
Contact email address*jendicott@kentwa.gov�
Phone*253-8564620 ovff, ��a
't,e
❑This contact is from a third party orgaOizationt(not tale entity). Warning: This contact receives
personally identifiable Information of the.-entity.
*Indicates required fields `
d. Reseller information. Reseller c ntact for this Enrollment is:
Reseller company name*Sbftwaf€ tVE, Inc.
Street address(PO boQ"O. Ia¢t b6 accepted)*20875 Crossroads Circle, Suite 1
City"Waukesha
State/Province*WI 3."
Postal code*53 8'1648t3#
Country* UhIte ate
Contact nameWAdmin
Phone*20'-3174555
Contaq err 6ii address*ms-admin.us@softwareone.com
"indicates regf6ired fields
Bysignfr below, the Reseller identified above conflrms that all information provided in this
Enr 1.1mentAs correct.
Signature* `r
Printed name* Bridget Hardwick
Printed title* Operations Analyst
Date* 2/24117
*indicates required fields
Changing a Reseller. if Microsoft or the Reseller chooses to discontinue doing business with
each other, Enrolled Affiliate must choose a replacement Reseller. If Enrolled Affiliate or the
Reseller intends to terminate their relationship,the initiating party must notify Microsoft and the
EA2016EnrWUS)SLG(ENG)(Nov2016) Page 9 of 10
Document X20-10634 '
I
other party using a form provided by Microsoft at least 90 days prior to the date on which the
change is to take effect.
e. If Enrolled Affiliate requires a separate contact for any of the following,attach the Supplemental
Contact Information form. Otherwise, the notices contact and Online Administrator remains
the default.
(I) Additional notices contact
(0) Software Assurance manager
(III) Subscriptions manager
(iv)Customer Support Manager(CSM)contact
3. Financing elections.
Is a purchase under this Enrollment being financed through MS Financing? 0 Yes- -IN No
If a purchase under this Enrollment is financed through MS Financing,and Enroleei k Ilg!$e chooses not to
finance any associated taxes, it must pay these taxes directly to Microsoft.
1
• � 1
EA2016EnrGov(US)SLG(ENG)(Nov2016) Page 10 of 10
Document X20-10634
Washington State Department of Contract Amendment
Enterprise Services
Contracts & Legal Services Division• Master Master Contract: T11-MST-579
Contracts&Consulting
Amendment Number: 14-03
1500 Jefferson St.SE
Olympia,WA 98501 Contractor: CompuCom System,Inc.
(360)902-7400 Date Issued: 02/26/2014
hftp://www.des.wa,qov
Mail To: Date Effective: Effective upon DES
PO Box 41017 signature
Olympia,WA 98504-1017
This Contract Amendment is issued under the provisions of the Master Contract identified above. The
changes authorized are within the scope of the original contract All rights and obligations of the parties shall
be subject to and governed by the terms of the original contract including any subsequent amendments,
which are hereby incorporated by reference.
In accordance with Provision 25 Authority for Modifications and Amendments of Master Contract
T11-MST-579, this Amendment is entered into between the State of Washington, Department of
Enterprise Services(DES)and CompuCom System, Inc. an authorized reseller of Microsoft
Products.
In accordance with Amendment 14-02 for the aforementioned contract, revise the term of the Master
Contract from"for an additional three(3)year term from May 1,2014 through April 30,2016'to"for
an additional three(3)year term from May 1, 2014 through April 30,2017.4
In accordance with Section 7.4(Invoice and Payment),of said contract,revise the section to read...
Vendor will not accept credit and charge cards for payment of invoices
All other provisions of Master Contract, T11-MST-579,as previously amended, shall remain in full
force and effect
Authorizing Signatures:
This Contract Amendment,consisting of two(2)page(s)and zero attachments)is executed and agreed to by the
persons signing below who warrant that they have the authority to execute this contract amendment
proved for ate Approved for Contractor
$ to of Was ngto Comp m System, Inc.
e t f Ent ri S ices
0.3 y /y 02/27/14
a Data Datb
Date Colbert, Procurement Unit Manager Randall Wooley,Associate General Counsel
Pdnt or Type Neme Tie Pmrt or Type�rib
1 of 1
5' ar
dh t9rC;4 ate,
STATE OF WASHINGTON
DEPARTMENT OF ENTERPRISE SERVICES
1300 JaNaraon Stroor SE.Olym:pra,WA 90501
Amendment 14-M
To
Contract T11-MST-579
For CompuCom Systems
Reseller of Microsoft Products and Services
This Amendment 14-01 to Agreement Number T114VST 579 ("the Contract") is entered into by and
between the State of Washington,Department of Enterprise Services f"DES")and Compucom 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 1,2021,The Department of Information Services(DIS)reorganized Into the
Department of Enterprise Services(DES). All referencef s)to"Department of Information Services"or
"DW are hereby replaced by"Department of Enterprise Services"or"DES"respectively.
NOW THEREFORE,pursuant to Section 25 of the Contract,the parties agree to amend as follows:
I Transfer Contract activity oheviously conducted by DES to"C utornerfs):
1. By signing this Amendment,each party hereby consents to this Amendment and recognizes that
greater direct Customer contact will occur.
II PrkFna.Invoke.and Pawns
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 18.596
Microsoft EA and Select includes SA))and all media
Z Vendor agrees to develop,maintain and make available,a completa pddng schedule
r%Wdbv 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 fist.
a�
Amendment 14.01
To
Contract TII-MST-579
3. A new Section 4.4 shall be added
Vendor shall provide the DES Purchasing Contract Administrator an eledrank 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%an behalf of DES for ail purchases through this
Contract. This fee wN be added to all purchaser,quotes and orders for oil Customers with
Microsoft Agreements effective February 1,2014.
Exist/na Gorrtrads.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.74%will be
paid to DES as a Contract Administration Fee,
III Taxes
1. Adding to Section 6,a new item,6.4;
To read—Contrad Administration Fees will be subject to sales tax
IV invoice and Palment
1. Section 7.1 of the Contract is revised;
To read...Vendor shall submit properly itemized Invoices to the Customeras 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 Administradve Ecc and QuA[�ge as
1. Section 9.7 is replaced With the following:A Contract Administration Fee 1s imposed. Beginning
with sales February 1,2014,the Vendor shag 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 CanUsage 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.
J. The reporting schedule will be as noted below.
uartcr Quarter Ends Revort Due
41 March 31 st April 301h
State or Washington TI I-COR-543
Department of Enterprise Services Page 2 of a Amendment 14-01
t @ g�
Amendment 14-01
To
Contract Tll-MST-579
2nd Junc 30th July 31st
3rd September 3001 October 31st
4th December 31st January 31"
Prior to the due date for your report,an account will be established,and a log-in provided.
The location of the foal is httPsI/Fortress.wa.eov a/aoas/CSRBottin.assox
4. Section 9.9 and 9.20 are deleted.
Vl Orderiae
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/n the
deflnition of Customer,in performance of this Contract.
Vil 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 ,Shlowmg
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 TII-COR-543 s>
Department of Enterprise Services Page 3 or4 Amendment 14-01 '
Amendment 14-M
To
Contract T11-MST-579
2. Section 13.2 of the Contract is deleted.
Vill Product Replacement or Mrn
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 Reffnittons of Terms
1. Replace the term"DIS Purchasing Administrator"with"DES Contract Administrator."
All other provisions of Contract nl-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
A /�. 1
Slgnatu
4
1 / ' Richard A.McDonoush
( Printer Type Nomet. =�' VP&Sccratary 02 11114
Trtle Date Tide Date
State or Washington TI I•COR-543 r,
Department of Enterprise Sen icc, Page 4 of 4 Amendment 14-01
e a
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 of Contents
1. Definition of Terms.............................................................................................................................1
2. Term of Contract.................................................................................................................................3
3. Survivorship........................................................................................................................................4
4. Pricing................................................................................................................................................4
5. Advance Payment Prohibited..............................................................................................................4
6. Taxes...................................................................................................................................................4
7. invoice and Payment...........................................................................................................................5
8. Overpayments to Vendor....................................................................................................................6
9. Products and Services.........................................................................................................................6
10. Ordering.............................................................................................................................................7
11. Enrollments.........................................................................................................................................7
12. Shipping.............................................................................................................................................9
13. Product Delivery........................................................................................................................... ....8
14. Product Replacement/Return..............................................................................................................9
15. Four Hour Response............................................................................................................................9
16. ownership/Rights in Data...................................................................................................................9
17. Site Security........................................................................................................................................9
18. Vendor Commitments,Warranties and Representations....................................................................9
19. Protection of Purchaser's Confidential Information...........................................................................9
20. Legal Notices.................................................................................................................................... 10
21. DIS Business Manager...................................................................................................................... 11
22. Vendor Account Manager.................................................................................................................11
23. Section Headings,Incorporated Documents and Order of Precedence.............................................11
24. Entire Agreement.............................................................................................................................. 12
25. Authority for Modifications and Amendments.................................................................................12
26. Independent Status of Vendor........................................................................................................... 12
27. Governing Law..................................................................................................................................12
28. Subcontractors...................................................................................................................................12
29. Assignment........................................................................................................................................ 13
30. Publicity.........•.................................................................................................................................. 13
31. Review of Vendor's Records............................................................................................................13
32. Right of Inspection............................................................................................................................ 14
33. Patent and Copyright Indemnification..............................................................................................14
34. Save Harmless...................................................................................................................................l5
35. insurance.......................................................................................................................................».15
36. Industrial Insurance Coverage..........................•................................................................................16
37. Licensing Standards.......................................................................................................................... 16
38. Antitrust Violations...................................................................................................................._...... 16
39. Compliance with Civil Rights Laws.................................................................................................16
40. Severability....................................................................................................................................... 17
41. Waiver............................................................................................................................................... 17
42. Treatment of Assets........................................................................................................................... 17
43. Vendor's Proprietary Information..................................................................................................... 17
44. Standard Terms of Vendor................................................................................................................ 18
45. Spoliation-Notice of Potential Claims..............................................................................................18
46. Disputes.............................................................................................................................................Is
State of Washington Microsoft Products&Associated Services
Department of Information Services i Contract#Tl 1-MST-579 _.
47. Non-Exclusive Remedies..................................................................................................................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 TH-RFQQ-021
Exhibit B—CompuCom's Response to T11-RFQQ-021
State of Washington Microsoft Products&Associated Services
Department of Information Services ii Contract#Tl t•MST-579 ram"
i
`�L�I
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 TI l-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 I 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(WLP)
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 I-MST-579
i
"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 all 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 govcmed by the terms of this Contract.
State of Washington Microsoft Products&Associated Services
Department of Information Services 3 Contract#Tl I-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 shalE survive the 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:
Enterprise and Select
xryq 7 17
Wn
iYM
Llcense Pool call product licensing
available under Microsoft EA and Select m551%
(includes SA))and All Media B
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 rive(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.
S. Advance Payment Prohibited
No advance payment shall be made for Products and/or Services furnished by Vendor pursuant to
this Contract.
6. Taxes
&l. 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 I-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 Tl I-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
(I%) 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#T1 I-MST-579
,1
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(1%)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 DISITAS 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-today
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#Tl 1-MST-579
4. .
f�
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(40) 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 t#T1 i-MST-579 `f;
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 T 11-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 DES'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 parry 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##Tl 1-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: l 110 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
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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 party agrees to notify the other party 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:
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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 Title51 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.
29. 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
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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 agrecs 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.
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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
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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 VI1 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/$2 million general aggregate;
b) Business Automobile Liability(owned,hired,or non-owned)covering the risks of bodily
injury(including death)and property damage,with a limit of not Iess than$t 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;
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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 Tl 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 borne 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 VI1 of the Civil Rights Act,42
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U.S.G. §12101 el 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
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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 parry 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.
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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.
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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 not 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 Iiable 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 parry or damage to the other
parry's real or tangible personal property except personal injury or damage to real or
tangible personal property proximately caused by such parry's respective fault or
negligence.
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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; (1i)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 failures) 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 terns 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#T1 I-MST-579
,I
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 shal I 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 (l%) per month until
paid in full.
State of Washington Microsoft Products&Associated Services
Department of Information Services 22 Contract#Tl 1-MST-579
pmnr..r.�ren,
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 W11ness 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
rg tti rgnstum
.�/a r+r Richard A. McDonough �/25/11
rtm or Type Nam rw� Print' r'f'ype Name
Um
tavV►� �d�,N+K���� VP & Secretary
tt a et e
Approved as to Form Vendor Information
State of Washington Vendor's UBl Number:
Office of the Attorney General
Minoritv or Woman Owned Business Enterprise
Signature
Yes No
Print or Type Name (Certification Number)
Assistant Attorney General
Title Dote
State of Washington Microsoft Products&Associated Services
Depardnent of Information Services 23 Contract#T1 I-MST 579
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