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cc16_032
STAFF REPORT
MEETING
DATE: February 23, 2016
TO: City Council
FROM: Scott Sanders, Technology Manager
SUBJECT: ADOPTION OF A MOTION TO LICENSE AND IMPLEMENT
MICROSOFT OFFICE 365 COLLABORATION SUITE
REQUEST
Consider authorizing the Interim City Manager to enter into agreements, in an amount not to
exceed $85,000, for implementation of the Microsoft Office 365 Collaboration Suite for City of
Novato electronic mail (email) and collaboration services, and to execute an agreement with Planet
Technologies, Inc. for professional services related to the migration of email services.
RECOMMENDATION
Authorize the Interim City Manager to enter into agreements.
BACKGROUND
Like all modern agencies, the City of Novato relies on email for basic collaboration and
communication by and between members of the public, employees, departments, City Council and
other public agencies. The City has always used an external, third party provider for email services,
preferring to avoid the capital expense and additional workload required to maintain an on-
premises solution.
There are several concerns that require the City to look at alternatives to our existing email
solution:
Timely and effective response to Public Records Act requests (about 130 per year) requires
archiving, discovery and retention of email records not available in our current system
Email services for police agencies must be compliant with the FBI’s Criminal Justice
Information System security requirements
The current email system does not provide multiple, geographically diverse data center
locations for recovery of records or business continuity in the event of potential disasters
that might occur in the local area
The 2012 overall Master Technology Plan contemplated that the City would purchase and
implement an on-premises Microsoft Exchange solution. The Plan also recognized the need to
922 Machin Avenue Novato, CA 94945
415/ 899-8900 FAX 415/ 899-8213
www.novato.org
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identify, purchase and implement an effective City Intranet capability to provide for more efficient,
effective project and team collaboration by City staff. Measure F funds in the amount of $40,000
were allocated for each of these two projects (email and intranet/collaboration) and the projects
were scheduled for implementation in the current 2015-16 Fiscal Year with a budget of $80.000.
This strategy, however, would not address all of the concerns detailed above. In addition to the
capital expense of purchasing and implementing an email system, funding would still be required
for the purchase of an email archiving solution, disaster recovery, business continuity capabilities
and any additional storage necessary to account for growth. Furthermore, annual software
maintenance costs for these systems would easily surpass $25,000 per year, in addition to the
capital expenditures, replacement cycle and labor costs associated with maintaining those
platforms.
The Microsoft Office 365 suite of products includes Exchange Online for email, SharePoint Online
for Intranet team and project collaboration, Skype for Business web conferencing and OneDrive
for Business, which is similar to Box or Dropbox cloud storage services. In addition, Office 365
includes the necessary email archiving, discovery and legal hold features that will help the City
respond more efficiently and effectively to Public Records Act requests. The Microsoft Office 365
data is replicated between multiple, geographically diverse data centers that are compliant with the
FBI’s CJIS security requirements. The pricing for all of these products and additional capabilities
is comparable to what the City currently spends for our email-only solution.
After reviewing the maturity, number of included products and price point of Microsoft’s Office
365 offering for City email and collaboration services, the City’s Information Technology Steering
Committee (ITSC) recommends abandonment of the original strategy, migration away from our
current email provider and adoption of the Microsoft Office 365 platform.
In November, 2015, the City engaged Planet Technologies, Inc., to meet with City and service
provider technical staff, perform an assessment of the City’s current email services and provide
recommendations as to the actual migration of services. Their on-site assessment led to the creation
of the attached Scope of Work.
DISCUSSION
With the increasing reliance on technology and the number of Public Records Act requests
received annually, the City needs to find solutions for archiving email, discovery and legal hold
for email records. The City also needs to protect the availability of its data through the use of
effective disaster recovery and business continuity strategies.
For the City’s Intranet project, staff have already created and developed a new Intranet site that
addresses most of the requirements. The SharePoint Online services available via Microsoft Office
365 will provide the remaining team and project collaboration tools needed. If approved, the City
would engage with Planet Technologies to migrate email services from our current service
provider to the Microsoft Office 365 platform and provide up to a week of post-migration technical
support, at a cost not to exceed $55,000. The City will also need to fund the first year subscription
to Microsoft Office 365 at a cost not to exceed $30,000.
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FISCAL IMPACT
The entire project is not to exceed $85,000, which includes the email migration services and a
week of technical support, at a not to exceed price of $55,000 and the first year’s subscription to
Microsoft Office 365 priced at $30,000. The Council has allocated a total of $80,000 from Measure
F revenues for the two separate Microsoft Exchange and Intranet projects. The remaining $5,000
of project funding will be allocated from an existing operational budget line item within the
General Fund. No additional funding is required for this project.
Beginning next Fiscal Year, the City will be paying approximately $30,000 per year for the Office
365 Collaboration Suite, which includes the email, SharePoint, Skype and OneDrive products
listed above. This is approximately $4,000 more per year than what the City has been paying for
email services alone.
ALTERNATIVES
Council could defer action or disapprove the proposed project. Neither of these options are
recommended due to the additional capabilities required for disaster recovery and business
continuity or the FBI CJIS and California Department of Justice security requirements relating to
law enforcement data.
ATTACHMENTS
1. Consultant Services Agreement, Planet Technologies, Inc. with Scope of Work
2. Microsoft Agreement for Online Services – Government
3. Microsoft Office 365 Licensing Quote
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CONSULTANT SERVICES AGREEMENT
THIS AGREEMENT is entered into as of the day of , by and between the CITY OF NOVATO, a municipal corporation (hereinafter referred to as “City”) and Planet Technologies, Inc. (hereinafter referred to as “Consultant”).
WHEREAS, City desires to obtain professional services in connection with planning, email migration and technical support services related to implementation of Microsoft Office 365; and
WHEREAS, Consultant hereby warrants to the City that Consultant is skilled and able to competently provide such services described in Section 1 of this Agreement; and
WHEREAS, City desires to retain Consultant pursuant to this Agreement to provide the services described in Section 1 of this Agreement.
NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:
Section 1. Scope of Services. Subject to such policy direction and approvals as the City through its staff may determine from time to time, Consultant shall perform the services set out in the “Scope of Services” attached hereto as Exhibit A and incorporated herein by reference. Consultant shall not commence any work exceeding the Scope of Services without prior written authorization from City.
Section 2. Time of Performance.
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Subsections 2.A. and 2.B. are in the alternative. For purposes of this Agreement, Subsection 2.A. [ X ]2.B. [ ] applies. (Check ONE box only.)
A. [Non Cost-Covered Services] The services of Consultant are to commence upon the execution of this Agreement and shall be undertaken and completed within the time limits set forth in Exhibit A. Such time limits may be amended by mutual agreement between the City and Consultant.
B. [Cost-Covered Services] Execution of this Agreement does not constitute authorization to proceed with the work described in the Scope of Services. Consultant shall not begin the work described in Exhibit A until after the City has issued a written Notice to Start Work, following verification by City staff that the project sponsor has deposited with the City adequate funds to pay for completion of the work described in Exhibit A. City and Consultant understand that it is the City’s policy for routine projects to obtain full payment from development applicants prior to execution of any consultant services agreements relating to the processing of development applications. In unusual circumstances (such as large, complex projects and projects where the City is serving as the applicant), City may allow deposit of processing costs in phases. In such cases, Consultant shall not begin work on any of the tasks described in Exhibit A until after the City has issued a written Notice to Start Work for that particular task. Each Notice to Start Work will specify the task authorized to be undertaken and will be issued only following verification by the City that the project sponsor has deposited with the City (or the City has budgeted) adequate funds to pay for the completion of the authorized task. For all projects, following issuance of a Notice to Start Work, the services of Consultant shall be undertaken and completed within applicable time limits set forth in Exhibit A. Such time limits may be amended by mutual
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agreement between the City and Consultant. Consultant shall not commence any work exceeding the Scope of Services without prior written authorization from City.
Section 3. Compensation and Method of Payment.
A. Compensation. Consultant shall charge for services performed in accordance with the compensation schedule incorporated in Exhibit A, not to exceed a total amount of $55,000.
B. Method of Payment. Subsections 3.B.(1) and 3.B.(2) are in the alternative. For purposes of this Agreement, Subsection 3.B.(1) [ X ] 3.B.(2) [ ] applies applies. (Check ONE box only.)
(1) Monthly Statements. [Contract Planners, etc.] As a condition precedent to any payment to Consultant under this Agreement, Consultant shall submit monthly to the City a statement of account which clearly describes the work for which the billing is submitted.
(2) Statements Following Completion of Work Tasks. [EIR Consultants, etc.] As a condition precedent to any payment under this Agreement, Consultant shall submit to the City a detailed statement of account which clearly sets forth the designated work tasks for which the billing is submitted. Payments shall be made following completion of each of the individual work tasks described in the Scope of Services. No payments shall be made for tasks which have not been satisfactorily completed.
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C. Payment. City shall review Consultant’s statements and pay Consultant for services rendered hereunder at the rates and in the amounts provided hereunder in accordance with the approved statements.
Section 4. Standard of Quality. All work performed by Consultant under this Agreement shall be in accordance with all applicable legal requirements and shall meet the standard of quality ordinarily expected of competent professionals in Consultant’s field of expertise.
Section 5. Ownership of Documents. All plans, studies, documents and other writings prepared by and for Consultant, its officers, employees and agents in the course of implementing this Agreement this shall become the sole property of the City upon payment to the Consultant for such work, and the City shall have the exclusive right to use such materials in its sole discretion without further compensation to Consultant or to any other party.
Section 6. Retention of Other Consultants, Specialists or Experts. Consultant will not retain or otherwise incur an obligation to pay other consultants, specialists or experts for services in connection with this Agreement without the prior written approval of the City. In addition, the persons who shall provide the services agreed to be performed hereunder by Consultant are identified below. No other person may provide services under this agreement on behalf of Consultant without the prior, written consent of the City. Names of Persons Permitted to Perform Under this Agreement
Planet Technologies, Inc.
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20400 Observation Drive, Suite 107 Germantown, MD 20876
Section 7. Interest of Consultant. Consultant (including principals, associates and
professional employees) covenants and represents that it does not now have and shall not acquire any investment or interest, direct or indirect, in real property which is located within the area covered by this Agreement. Consultant further covenants and represents that it does not now have and shall not acquire any source of income, business entity, interest in real property or investment which would be affected in any manner or degree by the performance of Consultant’s services hereunder. Consultant further covenants and represents that no person having any such investment or interest shall perform any services under this Agreement.
Consultant shall comply with the City’s conflict of interest code and all other conflict of interest laws, including but not limited to the Political Reform Act of 1974 and the regulations promulgated thereunder. Without limiting the generality of the foregoing and in the event that the Consultant is a “consultant” as defined in 2 Cal. Code Regs. § 18701(a)(2) or its successor regulation and is otherwise required by the City’s conflict of interest code to complete and execute the economic disclosure statement required under the City’s conflict of interest code, as a condition to commencing the work described herein, Consultant shall complete, execute and deliver to the City said economic disclosure statement.
Section 8. Interest of Members and Employees of City. No member of the City Council and no other officer, employee or agent of the City who exercises any function or responsibility in connection with the review, approval or carrying out of any project to which this Agreement pertains shall have any personal interest, direct or indirect, in this Agreement, nor shall any such person participate in any decision relating to this Agreement
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which affects his/her personal interest or the interest of any corporation, partnership, association, or other legal entity in which he/she is directly or indirectly interested. If Consultant learns of any such interest, he/she shall promptly disclose such interest in writing to the City Manager.
Section 9. Liability of Members and Employees of City. No member of the City Council and no other officer, employee or agent of the City shall be personally liable to Consultant or otherwise in the event of any default or breach of the City, or for any amount which may become due to Consultant or any successor in interest, or for any obligations directly or indirectly incurred under the terms of this Agreement.
Section 10. Indemnification of City. Consultant hereby agrees to defend, indemnify and hold harmless the City from and against any and all claims arising out of the willful or negligent acts, errors or omissions of Consultant relating to this Agreement.
Section 11. Consultant Not an Agent of City. Consultant is not an agent of the City, and the City retains all rights of approval and discretion with respect to the projects and undertakings contemplated by this Agreement. Consultant, its officers, employees and agents shall not have any power to bind or commit the City to any decision or course of action, and Consultant, its officers, employees and agents shall not represent to any person or party that it or they are acting as agents of the City or that it or they have the power to bind or commit the City.
Section 12. Compliance with Laws.
A. General. Consultant shall comply with all applicable federal, state and local laws, code, ordinances and regulations. Consultant represents and warrants to City that it
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has all licenses, permits, qualifications, insurance and approvals of whatsoever nature which are legally required for Consultant to practice its profession. Consultant represents and warrants to City that Consultant shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement any licenses, permits, insurance and approvals which are legally required for Consultant to practice its profession. Consultant shall, at all times during the term of this Agreement and for one year thereafter, provide written proof of such licenses, permits, insurance and approvals upon request by the City.
B. Novato Business License. Unless otherwise exempt, Consultant will maintain a valid City of Novato business license pursuant to Chapter VIII of the Novato Municipal Code during the term of this Agreement. Concurrently with execution of this Agreement, and upon request of City thereafter, Consultant will submit proof of compliance with this Subsection.
C. Workers’ Compensation. Consultant shall take out and maintain at all times during the life of this agreement, up to the date of acceptance of the work by the City, workers’ compensation insurance as required by the Labor Code of the State of California. The Consultant shall require all subconsultants similarly to provide such insurance for all of subconsultants’ employees. The amount of said insurance shall be $1 million per accident. Consultant certifies that it is aware of the provision of the California Labor Code which requires every employee to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that Code, and Consultant certifies that it will comply with such provisions before commencing performance of this Agreement.
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D. Injury and Illness Prevention Program. Consultant certifies that it is aware of and has complied with the provisions of California Labor Code Section 6401.7, which requires every employer to adopt a written injury and illness prevention program.
E. City Not Responsible. The City is not responsible or liable for Consultant’s failure to comply with any and all of said requirements.
Section 13. Insurance.
A. Minimum Scope of Insurance
(1a) Consultant agrees to have and maintain, for the duration of the Agreement, a Commercial General Liability insurance policy insuring him/her and his/her firm to an amount not less than One Million Dollars ($1,000,000) combined single limit per occurrence for bodily injury, personal injury and property damage. At the time the Agreement is entered into the City may require higher limits depending on the nature of the services being provided by the Consultant. Such determination shall be made by the City’s Risk Manager.
(1b) In lieu of commercial general liability insurance, the Consultant may secure and maintain a minimum of One Million Dollars ($1,000,000) of excess limit (umbrella) coverage on his/her homeowner’s or renter’s insurance policy.
(2) Consultant agrees to have and maintain for the duration of the Agreement an Automobile Liability insurance policy insuring him/her and his/her staff to an amount not less than One Hundred Thousand Dollars ($100,000) combined single limit per accident for bodily injury and property damage. At the time the Agreement is entered into
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the City may require higher limits depending on the nature of the service being provided by the Consultant. Such determination shall be made by the City’s Risk Manager.
(3) Consultants shall have and maintain a Professional Liability insurance policy insuring him/her and his/her staff to an amount not less than one million Dollars ($1,000,000) for injuries arising out of the rendering of services or the failure to render services under this Agreement.
(4) Consultant shall provide to the City all certificates of insurance with original endorsements reflecting coverage required by this section. Certificates of such insurance shall be filed with the City on or before commencement or performance of this Agreement. The City reserves the right to require complete, certified copies of all required insurance policies at any time.
(5) Any Consultant utilizing the services of a secondary consultant in the performance of this Agreement shall either provide the required insurance(s) for the type of service being provided by the secondary consultant or provide evidence acceptable to the City demonstrating that the secondary consultant has in effect the required insurance(s).
B. General Liability.
(1) The City, its officers, officials, employees, and volunteers are to be covered as insureds as respects: liability arising out of activities performed by or on behalf of Consultant; products and completed operations of Consultant; premises owned or used by Consultant; or automobiles owned, leased, hired or borrowed by Consultant.
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(2) Consultant’s insurance coverage shall be primary insurance as respects the City, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees or volunteers shall be in excess of Consultant’s insurance and shall not contribute with it.
(3) Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its officers, officials, employees or volunteers.
(4) Consultant’s insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the limits of the insurer’s liability.
C. All Coverages. Each insurance policy required in this item shall be endorsed to state that coverage shall not be suspended, voided, canceled, or reduced in coverage or in limits except after thirty (30) days’ prior written notice by certified mail, return receipt requested, has been given to the City. Current certification of such insurance shall be kept on file with the City Clerk at all times during the term of this Agreement.
D. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials, employees and volunteers, or Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses.
E. Acceptability of Insurers. Insurance is to be placed with insurers with a Best’s rating of no less than A:VII.
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Section 14. Assignment Prohibited. Consultant shall not assign any right or
obligation pursuant to this Agreement without the City’s prior written consent. Any attempted or purported assignment of any right or obligation hereunder shall be void and of no effect.
Section 15. Expiration and Termination of Agreement. Unless extended by mutual agreement or terminated pursuant to this section, this Agreement shall expire upon Consultant’s satisfactory and timely completion of the services contracted for hereunder. This Agreement and all obligations hereunder may be terminated at any time, with or without cause, by the City within its sole discretion upon written notice to the Consultant. Consultant may terminate this Agreement upon thirty (30) days’ written notice to the City only for good cause, including without limitation, serious illness or material breach of this Agreement by City. Consultant’s written notice of termination shall contain a full explanation of the facts and circumstances constituting good cause. Upon termination, all finished and unfinished documents, project data and reports shall, at the option of the City, become its sole property and shall, at Consultant’s expense, be delivered to the City or to any party the City may so designate. In the event of termination by the Consultant, the Consultant shall only be compensated for all work Consultant satisfactorily performs prior to the time Consultant delivers to the City the termination notice, unless other arrangements are agreed to by the City. In the event of termination by the City, the Consultant shall be compensated for all work satisfactorily performed prior to the time Consultant receives the termination notice, and shall be compensated for materials ordered by the Consultant, and services of others ordered by the Consultant prior to receipt of the City’s termination notice whether or not such materials or instruments of services of others have actually been delivered to Consultant or to the City, provided that the Consultant is not able to cancel such orders for materials or services of others. In the event this agreement is terminated pursuant to this section, Consultant shall not be entitled to any additional compensation over that provided
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herein; nor shall Consultant be entitled to payment for any alleged damages or injuries (including lost opportunity damages) purportedly caused by the termination of this agreement by the City pursuant to this section.
Section 16. Entire Agreement; Amendment. This Agreement, including Exhibit A and any other exhibits or attachments made a part hereof constitutes the complete and exclusive expression of the understanding and agreement between the parties with respect to the subject matter hereof. All memoranda, and representations, are superseded in total by this Agreement. This Agreement may be amended or extended from time to time by written agreement of the parties hereto.
Section 17. Litigation Costs. If either party commences any legal action against the other party arising out of this Agreement or the performance thereof, the prevailing party in such action shall be entitled to recover its reasonable litigation expenses, including court costs, expert witness fees, discovery expenses, and attorneys’ fees. In any action seeking recovery of monetary damages, the plaintiff shall not be considered to be the prevailing party unless it recovers at least sixty-six percent (66%) of the dollar amount requested in the complaint’s prayer for relief.
Section 18. Remedies. In addition to any other available rights and remedies, either party may institute legal action to cure, correct or remedy any default, enforce any covenant herein, or enforce by specific performance the rights and obligation of the parties hereto.
Section 19. Time of the Essence. It is understood and agreed by City and Consultant that time is of the essence in the completion of the work tasks described in the Scope of Services.
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Section 20. Interpretation of Agreement. This Agreement shall be interpreted and
enforced in accordance with the laws of the State of California and the City of Novato.
Section 21. Written Notification. Any notice, demand, request, consent, approval or communication that either party desires or is required to give to the other party shall be in writing and either served personally or sent by prepaid, first class mail. Any such notice, demand, etc. shall be addressed to the other party at the address set forth hereinbelow. Either party may change its address by notifying the other party of the change of address. Notice shall be deemed communicated within two business days from the time of mailing if mailed within the State of California as provided in this Section.
If to City: City of Novato Attention: City Manager 922 Machin Avenue Novato, CA 94945-3233
If to Consultant: Planet Technologies, Inc. 20400 Observation Drive, Suite 107 Germantown, MD 20876
Section 22. Waiver. No failure on the part of either party to exercise any right or
remedy hereunder shall operate as a waiver of any other right or remedy that party may have hereunder.
Section 23. Execution. This Agreement may be executed in several original counterparts, each of which shall constitute one and the same instrument and shall become
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binding upon the parties when at least one copy hereof shall have been signed by both parties hereto. In approving this Agreement, it shall not be necessary to produce or account for more than one such counterpart.
Section 24. Further Assurances. Each party to this agreement undertakes the obligation that the other’s expectation of receiving due performance will not be impaired. When reasonable grounds for insecurity arise with respect to the performance of either party, the other may in writing demand adequate assurance of due performance and until such assurance is received may, if commercially reasonable, suspend any performance for which the agreed return has not been received. After receipt of a demand for assurance, either party’s failure to provide, within a reasonable time, but not exceeding 30 days, such assurance of due performance as is adequate under the circumstances is a repudiation of this agreement by that party. Acceptance of any improper delivery of service or payment does not prejudice the aggrieved party’s right to demand adequate assurance of future performance.
IN WITNESS WHEREOF, the City and Consultant have executed this Agreement as of the date first above written.
CITY OF NOVATO CONSULTANT By: __________________________ __________________________
City Manager By: __________________________ __________________________
City Clerk Title Approved as to form:
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________________________________ City Attorney
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Exhibit A: Planet Technologies, Inc. will provide the following services to the City of Novato: Base Services related to project planning, migration and Option 1: technical support services related to the implementation of Microsoft Office 365 suite.
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O365 Email Migration City of Novato
Statement of Work
Page 1 of 21
Office 365 Cutover Email Migration
Prepared For:
City of Novato, CA
By:
Kyle S. Green
Senior Engineer
Planet Technologies, Inc.
http://www.go-planet.com
All information contained in this document is Planet Technologies, Inc. Proprietary and is limited
to distribution between Planet Technologies, Inc., and City of Novato.
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O365 Email Migration City of Novato
Statement of Work
Page 2 of 21
Contents
Project Introduction and Purpose ................................................................................... 4
Project Scope - Summary ................................................................................................. 5
In Scope.......................................................................................................................................................................... 5
Optional Scope ............................................................................................................................................................ 5
Out of Scope ................................................................................................................................................................ 5
A Phased Approach ........................................................................................................... 7
Phase I: Discovery and Planning ...................................................................................... 8
Deliverables .................................................................................................................................................................. 8
Overview ........................................................................................................................................................................ 8
Project Plan and O365 Readiness Toolkit .......................................................................................................................... 8
Application Remediation .......................................................................................................................................................... 8
Public Folders ............................................................................................................................................................................... 8
Archives .......................................................................................................................................................................................... 8
Personal Folder (PST) ................................................................................................................................................................. 9
Blackberry ...................................................................................................................................................................................... 9
Other ................................................................................................................................................................................................ 9
Assumptions ................................................................................................................................................................. 9
Phase II: Office 365 Enrollment and Provisioning ....................................................... 10
Overview ..................................................................................................................................................................... 10
Assumptions .............................................................................................................................................................. 10
Phase III: Directory Synchronization (AAD Connect) with Password Sync (Same
Sign-On) ............................................................................................................................ 11
Overview ..................................................................................................................................................................... 11
Assumptions .............................................................................................................................................................. 11
Phase IV: Messaging and Migration Prerequisites ...................................................... 12
Overview ..................................................................................................................................................................... 12
Assumptions .............................................................................................................................................................. 12
Phase V: Production Cutover Email Migration ............................................................. 13
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O365 Email Migration City of Novato
Statement of Work
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Overview ..................................................................................................................................................................... 13
Assumptions .............................................................................................................................................................. 13
(Optional) Phase VI: Microsoft Azure Disaster Recovery Site for Active Directory . 14
Overview ..................................................................................................................................................................... 14
Assumptions .............................................................................................................................................................. 15
Additional Comments and Assumptions ...................................................................... 16
Pricing ............................................................................................................................... 18
Services Costs............................................................................................................................................................ 18
Estimated Azure Government Costs ................................................................................................................. 18
Appendix A: Resource Considerations .......................................................................... 19
Prerequisites .............................................................................................................................................................. 19
Roles ............................................................................................................................................................................. 19
Appendix B: Training Options ........................................................................................ 20
Training Menu........................................................................................................................................................... 20
O365 Administration .............................................................................................................................................. 20
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O365 Email Migration City of Novato
Statement of Work
Page 4 of 21
Project Introduction and Purpose
The City of Novato, CA (Client), is purchasing Office 365 (O365) and is ready to begin its
deployment. Client requires assistance with deploying the supporting infrastructure and with
migrating mailboxes to O365. Planet shall provide consulting services for planning, designing,
and executing this migration while also providing knowledge transfer along the way.
This document lists out the required phases for Client’s O365 implementation along with the
applicable costs.
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O365 Email Migration City of Novato
Statement of Work
Page 5 of 21
Project Scope - Summary
Planet will facilitate the migration to O365. The proposed approach will not include a co-
existence environment, because the intent is to cut over all users and mailboxes at one time
over a weekend.
The purpose of this section is to succinctly point out the major pieces of the overall Statement
of Work so that any topics of concern can be addressed quickly without being missed due to the
length of the document.
In Scope
At a high-level, the following items are in-scope of this project and are included in the Firm-
Fixed Price:
1. Planning and Design
2. O365 Tenant Configuration
3. Deployment of Identity and Authentication for O365
a. Azure Active Directory Connect (AADConnect) with Password Sync (Same Sign-On)
4. Preparation of on-premises environment to support Exchange Online
5. Production Cutover Email Migration of up to 300 mailboxes (1 migration iteration)
6. Implementation Documentation
7. Knowledge Transfer
Optional Scope
These items are priced below but are not included in the Firm-Fixed Price unless selected as
included options:
1. Hourly Technical Support Services
2. Microsoft Azure Disaster Recovery Site for Active Directory
3. O365 Administrator Training (2-Day Course)
Out of Scope
These items are not part of the Firm-Fixed Price but can be addressed as part of the hourly
Technical Support Services up to the amount of funding provided:
1. Active Directory and Exchange Remediation
2. Exchange Hybrid Server Array (co-existence)
3. ADFS for Single Sign-On
4. SharePoint Remediation
5. Public Folder Migration
6. PST Migration
7. Archive Migration
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O365 Email Migration City of Novato
Statement of Work
Page 6 of 21
8. O365 Tenant Subscription Licensing
9. Mobile device configuration and management
10. Assistance with or Customization 3rd-Party Applications (i.e. faxing solution, application
relay, etc.)
11. Desktop Configuration
12. Software Packaging and Distribution
13. Firewall/Edge Configuration
14. Network Appliance Configuration (I.e. Reverse Proxy, Hardware Load Balancers, Firewall,
etc.)
15. End User Communication
16. Physical Servers Builds
17. Base Operating System Builds
18. Hardware Support
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O365 Email Migration City of Novato
Statement of Work
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A Phased Approach
This project will be completed in a phased approach. Breaking the project into phases helps
better define goals as well as track progress. The phases are listed here and described in more
detail in the following sections:
I. Discovery and Planning
II. Office 365 Enrollment and Provisioning
III. Directory Synchronization (AADConnect) with Password Sync (Same Sign-On)
IV. Messaging and Migration Prerequisites
V. Production Cutover Email Migration
VI. (Optional) Microsoft Azure Disaster Recovery Site for Active Directory
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O365 Email Migration City of Novato
Statement of Work
Page 8 of 21
Phase I: Discovery and Planning
Deliverables
Architecture Design Document
Project Plan
Overview
During Phase I, Planet engages Client to begin the planning process and deliver the following
types of activities:
Project Kickoff Meeting
Interviews with Client’s technical management and staff
Office 365 Readiness Assessment
Network Bandwidth Analysis
Project Planning
Solution Design
Project Plan and O365 Readiness Toolkit
The project plan created during this phase spells out the configurations and task sequences
required to migrate from the existing Exchange environment to O365. As part of this process,
the Microsoft O365 readiness toolkit is run to determine the readiness state of the environment
and detail any areas that require remediation.
Application Remediation
Planet will review jointly with Client the application dependencies of the on-premises Exchange
environment to determine which applications will be impacted by the move. In the event
customization is required within an application, Client will be responsible for all customizations
that may need to be implemented. Client may request additional assistance from Planet
Technologies for an additional cost that will be determined at the time of the request.
Public Folders
Client will be responsible for identifying any Public Folders that need to be migrated. Planet will
be responsible for providing recommendations to Client for converting and migrating the public
folders to Exchange Online but will not migrate any Public Folder data to O365 unless funded
separately.
Archives
Archive migration is out of scope for this project. Planet will provide high-level guidance and
options for handling archives.
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Personal Folder (PST)
PST discovery and migration is out of scope for this project. Planet will provide high-level
guidance and options for handling PSTs.
Blackberry
The migration of Blackberry services is out of scope for this project.
Other
In addition, during this phase the basic minimum end-user requirements are compared against a
compiled list provided by Client for the existing network infrastructure. A full list of client
requirements for O365 can be found here:
http://office.microsoft.com/en-us/office365-suite-help/software-requirements-for-office-365-
for-business-HA102817357.aspx
Finally, a design document is created and provided to Client with all the necessary IP addresses,
firewall rules, routes and port mappings required for the designed solution. The IP addresses,
firewall rules and port mappings must all be implemented prior to the execution of subsequent
stages of the project.
Assumptions
All relevant Client staff are accessible throughout the project and able to make the
necessary decisions to move the project forward in accordance with predefined timelines
This project assumes Client’s Active Directory Forest is fully remediated. Planet is not
responsible for performing remediation unless funded separately
Migration of Public Folders is out of scope for this project
Archive migration is out of scope for this project
PST discovery and migration is out of scope for this project
The migration of Blackberry services is out of scope for this project
.
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Phase II: Office 365 Enrollment and Provisioning
Overview
The O365 account must be created prior to the project’s efforts. This phase could consume
multiple calendar days, for business and DNS dependencies.
This phase includes the activation of the O365 services and basic system configuration. Prior to
activating the O365 service, the readiness tool results that were analyzed in Phase I will be
provided to Microsoft in order to provision the appropriately sized tenant.
As part of this process, the domain name will be verified. In order to verify the domain, Client
must have access to its public DNS records and create all appropriate DNS records. Once the
domain has been verified, all settings will be configured and administrative access will be
granted and configured for all appropriate Client administrative staff members.
Assumptions
O365 licensing acquisition must occur prior to the execution of this project to meet the
estimated duration in this phase
Access to DNS and requested changes must happen without delay
SharePoint will be provisioned as a basic site. Any additional configuration of the
SharePoint platform, page structure, or permissions is out of scope
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Phase III: Directory Synchronization (AAD Connect) with
Password Sync (Same Sign-On)
Overview
Per the design documentation created in Phase I of the project, the support of Same Sign-On
will be provided through the deployment of AADConnect with Password Sync. One instance of
AADConnect will be deployed to a new, virtualized Windows Server 2012 R2 server to support
replication of Client Active Directory to Azure Active Directory (in support of O365
Assumptions
Planet is not responsible for making any changes to customer’s firewall, reverse proxy, or
other related technologies (i.e. Juniper, SonicWall, F5, etc.). Client may request assistance
from Planet Technologies by purchasing blocks of support hours
Client is responsible for all OS installations, IP configurations, and deployment of on-
premises servers per the design documentation
It is assumed the default UPN suffix matches Client’s email routing namespace
o If the UPN suffix does not match, Client must add an Alternate UPN to its Active
Directory Forest
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Phase IV: Messaging and Migration Prerequisites
Overview
To support the client’s use of Exchange Online with synchronized identities via AADConnect, the
on-premises AD forest needs to be prepared to include the necessary Exchange fields and
attributes. Accomplishing this requires provisioning a single Exchange 2013 server to be used for
ongoing user administration and to act as a centralized mail-relay for on-premises applications.
This Exchange server shall be built on Windows Server 2012 R2 and can be virtualized.
Due to the use of a third-party hosting provider for e-mail services, some-user related data will
need to be extracted from that environment and ingested into Client’s environment before
migrations occur.
Assumptions
Planet is not responsible for any AD remediation. Client may request assistance from
Planet Technologies by purchasing blocks of support hours
Migration dependencies on the existing e-mail platform can be met either through the
hosting company or by Novato with technical guidance from Planet but will not be
performed by Planet
Any tasks that need to be executed against the current e-mail platform will be done by
the Client or the Provider with technical guidance from Planet
Client is responsible for all OS installations, IP configurations, and deployment of on-
premises servers per the design documentation
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Phase V: Production Cutover Email Migration
Overview
Client will perform a cutover where all mailboxes will be migrated at one time over a weekend.
The migration is limited to a maximum of:
300 Mailboxes
One (1) Migration Iteration
One (1) Calendar Week of post-migration support
Prior to the live migration, a communication path will be developed by Client in order to more
effectively handle incoming support issues.
Assumptions
Planet will migrate up to a maximum of 300 pre-defined mailboxes
Planet will perform up to a maximum of 1 migration iteration
o Any additional migration iterations of any size require additional funding
The duration of the migration phase will be no longer than 1 calendar week
o Any additional calendar time requires additional funding
The cutover migration does not include the migration of any local or network PST files
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(Optional) Phase VI: Microsoft Azure Disaster Recovery Site
for Active Directory
Overview
Many enterprise O365 customers have begun adding an extra layer of redundancy to their
portfolio to ensure ongoing Active Directory integration with O365 in the event of a regional
disaster or extended outage in Clients network. In the event a customer only has a single on-
premises Active Directory site and experiences an extended outage of the on-premises Active
Directory forest, user objects will not continue to synchronize with O365 or update passwords,
potentially resulting in users being unable to e-mail and other O365 resources.
Planet’s recommended approach for this scenario is to utilize Microsoft Azure as a geo-
redundant, multi-site resilient datacenter to protect Client’s Active Directory services for
continued use with O365 in the event of an extended outage. In this approach, Client obtains its
own slice of Azure that it fully controls, and it purchases servers in an Infrastructure-as-a-Service
(IaaS) model. Client would own, manage, and maintain these servers the same way it would with
the on-premises versions of these servers, but the servers would reside in a fully-redundant
cloud environment provided by Microsoft that spans many disparate datacenters.
Figure 1 depicts the logical arrangement of the necessary components in Azure:
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Figure 1
AD VLAN – One (1) or Two (2) Read/Write Domain Controllers for replicating users and
for allowing Active Directory maintenance in Azure in the event of an outage at Client
APPLICATION VLAN – One (1) Directory Synchronization Server (AAD Connect)
DMZ VLAN – Configured for future use but will not house servers for this projec
Assumptions
Planet is not responsible for making any changes to customer’s firewall, reverse proxy, or
other related technologies (i.e. Juniper, SonicWall, F5, etc.). Client may request assistance
from Planet by purchasing blocks of support hours
Client has a Virtual Private Network (VPN) appliance that can meet the minimum
requirements to connect to Azure
o https://azure.microsoft.com/en-us/documentation/articles/vpn-gateway-about-
vpn-devices/
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Additional Comments and Assumptions
1) The Production Email Migration is limited to a maximum of:
300 pre-defined mailboxes
One (1) migration iteration
One (1) calendar week from the end of the migration Pilot Phase completion
2) Average mailbox size does not exceed 1 GB
3) All mailboxes are under the O365 mailbox limit of 50 GB
4) This is a single-forest, single-domain migration
5) Planet is not responsible for troubleshooting or remediating 3rd-party applications
6) Client is responsible for setup, configuration, patching, and Operating System installation
of any new on-premises servers
7) This project assumes each of Client’s Active Directory Forests is fully remediated
Planet will perform remediation upon request using the Technical Support Services
funding
8) Migration of Public Folders is out of scope for this project
9) Archive migration is out of scope for this project
10) PST discovery and migration is out of scope for this project
11) The migration of Blackberry services is out of scope for this project
12) Planet is not responsible for making any changes to customer’s firewall
13) It is assumed the default UPN suffix matches Client’s email routing namespace
14) If the UPN suffix does not match, the Client must add an Alternate UPN to its Active
Directory Forest
15) All hardware, software, and licenses will be acquired by Client prior to the implementation
of this phase
All required hardware will meet minimum requirements determined by Planet
Procurement of hardware is the responsibility of the client
16) O365 licensing acquisition must occur prior to the execution of this project
17) Outlook 2007 SP3 or later is deployed across the user population for rich client access
prior to mailbox migration
18) Access to public DNS records required prior to migration
19) Access to DNS and requested changes must happen without delay
20) Client will provide Planet with an account(s) that contains all necessary Domain
permissions
21) Client’s e-mail service is currently hosted by a third party provider utilizing Exchange 2007
SP3 with the latest rollup
22) Outlook Anywhere is enabled on the existing e-mail platform and is accessible from the
internet
23) Planet is not responsible for the management, configuration, or troubleshooting related
to Exchange
24) O365 platform supports standard migration practices as documented by Microsoft
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25) *Sufficient bandwidth is available to all locations to support the migration of the mailbox
numbers used
26) Outlook clients are configured to use Cached Mode or data migration will be carried out
over-night / during off hours
27) BlackBerry reconfiguration will be undertaken by Client – Planet is not responsible for any
BlackBerry-related issues
28) SharePoint will be provisioned as a basic site. Any configuration of the SharePoint
platform, page structure, or permissions is out of scope
29) No migration of SharePoint content shall occur during this project unless added through
a change request
30) All relevant Client staff will be accessible throughout the project an able to make the
necessary decisions to move the project forward in accordance with predefined timelines
31) Client must provide end user scheduling and coordination
32) Client will be responsible for the deployment of the Outlook and Lync clients
33) All users will have effective connectivity to the O365 platform for both data migration and
subsequent application access
34) Client agrees that some AD schema changes may be required for migration. Changes will
be undertaken by Planet as part of migration activities
35) Organization Forms are not in scope of this project
36) The documentation provided by Planet is not meant to replace formal Microsoft training
material and is intended to supplement this material
37) Client and Planet will work cooperatively to manage scope throughout the project
*http://blogs.technet.com/b/uspartner_ts2team/archive/2010/11/30/moving-your-customers-
to-bpos-or-office-365-check-their-bandwidth.aspx
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Pricing
Services Costs
The pricing below constitutes a Firm-Fixed Price.
Labor Category Total
Base Services: Office 365 Cutover Email Migration* $45,000
Base Cost $45,000
Option 1: Technical Support Services** $10,000
Option 2: Azure Domain Controller and AADConnect Server $7,500
Option 3: O365 Admin and Compliance Training (see Appendix B) $8,000
Total Cost with Options $70,500
*Work will be done both remotely and onsite as needed
**Work is performed hourly and billed accordingly, including travel expenses. Amount can be
adjusted up or down based on budget or preference
Estimated Azure Government Costs
The table below describes Planet’s estimated Azure consumption and associated costs for the
Azure Government Cloud. These costs are for estimation purposes only. Actual costs must be
obtained from Client’s Microsoft LAR.
Option Estimated Azure
Unit
Consumption
Estimated
Monthly
Cost
Estimated
Annual
Cost
AD and AADConnect in Azure* 3 Units $300 $3,600
*1 DC and 1 AADConnect
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Appendix A: Resource Considerations
The following information is provided as an example to provide an understanding of the
resources needed to conduct this project. This specific offering may need to be modified
or may be added to in order to meet the needs of the business.
Work will only be performed based on the scope of work defined in this agreement. Any
additional work request or changes in scope may be subject to changes in cost and schedule.
Prerequisites
The Customer will be required to take the following responsibilities:
Assign a dedicated PM (Planet must do the same) who is responsible for:
Assignment, tracking, and resolution of Client’s tasks in the project plan
Scope management and conflict resolution
Communication broker between technical teams (Planet and Client)
Act as the single, primary interface to Planet
Arrange for suitable personnel to be available to furnish the necessary information
Provide timely responses for information
Provide access to facilities as required
A working environment with necessary phone and network connections
Roles
Planet recommends a team of 3 or more individuals to execute the project. Some resources are
capable of performing more than one role. The proposed team will be made up of:
Architect: This individual will be a Subject Matter Expert (SME) on O365, SharePoint, or related
Microsoft technologies. The architect provides architecture design, operational guidance, and
technical direction to the rest of the project team (both Planet and Client) based on lessons
learned during other customer deployments.
Senior Engineer: This individual will participate in a full-time capacity performing the day-to-
day activities.
Project Manager: A project manager will be made available part-time to provide leadership,
direction, and management of this process. This will allow for all parties to have a single point of
contact who can aggregate all information and maintain the milestones and schedule.
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Appendix B: Training Options
Training Menu
Below is a table listing the available courses and their respective prices.
Description Duration Cost
O365 Administration 2 Days $8,000
O365 Help Desk and Support 2 Days $13,500
SharePoint Online Administrator and Power User 3 Days $12,000
O365 End User 2 hours per session $10,000
+ delivery costs
SharePoint 2013 Administration 3 Days $12,000 or $15,000*
SharePoint 2013 CAM Development 7 Days $26,000
*Cost for a Certified Master as the instructor
O365 Administration
Purpose: The purpose of this training course is to prepare IT administrators, Application
administrators, and Help Desk personnel for managing and supporting Office 365.
Duration: Two (2) consecutive business days
O365 Administration
o 1 full day of instructor-led training (on-site)
Help Desk/Service Desk – 3 hours
Administrator – 5 hours
O365 Compliance
o 1 full day of instructor-led training (on-site)
Delivery Type: Instructor-led, on-site, and delivered by an Office 365 Senior Engineer
Curriculum: Fixed (attached separately)
Class Size: Up to 12 students
Resources:
Courseware provided electronically
No hardware or servers required
No special classroom required; only an Internet connection for the instructor is required
Existing Office 365 tenant preferred
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Description Cost
O365 Administration Training $8,000*
*Travel Expenses are included
**Software Assurance Vouchers may be available as an alternative payment method
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Agreement for Online Services – Government Not for Use with Microsoft Business Agreement or Microsoft Business and Services Agreement
Agreement Number (Microsoft affiliate to complete)
This Office 365 Agreement for Government Partners (“Agreement”) is entered into between the entities identified on the signature form. Under this Agreement, Government Partner may resell Microsoft Office 365 to Customer, as further described and limited below. This Agreement is effective when it has been signed by both parties and accepted by Microsoft (the “Effective Date”). This Agreement consists of (1) the terms in this Agreement (“General Terms”), including its appendices and all referenced attachments and (2) the signature form.
General Terms
1. Definitions.
In this Agreement, the following definitions apply:
“Affiliate” means,
a. for Microsoft, any legal entity that owns or controls, is owned or controlled by, or is under common ownership or control with, Microsoft;
b. for Government Partner, any entity that owns or controls, is owned or controlled by, or is under common ownership or control with, Government Partner; and
c. for Customer, any entity that (i) is a bureau, office, agency, department or other subdivision of Customer with which
Government Partner executes a Government Contract for Products in accordance with this agreement, and
(ii) controls, is controlled by, or is under common control with, Customer.
For this definition, “ownership” means owning more than 50% of applicable interests, and “control” means the legal right to exercise decision power over administration, finances, and operations.
“Confidential Information” means nonpublic information that:
a. Government Partner, Microsoft, or an Affiliate designates as confidential; or b. given the nature of, or the circumstances surrounding, disclosure, recipient should treat as
confidential. Confidential Information excludes information that recipient already knew at time of disclosure without a confidentiality obligation; that recipient received from a third party without breach of a confidentiality obligation; that recipient independently developed; or that becomes publicly known through no wrongful act of recipient.
“Covered Claim” is defined in § e.
“Customer” means a Federal Agency, State/Local Entity, or Tribal Entity (as defined below) for which Government Partner orders Office 365 under this Agreement. Customer information is set forth on the Contact Information Sheet.
“Federal Agency” means the bureau, office, agency, department or other entity of the United States Government with which Government Partner executes a Government Contract for Products in accordance with this agreement.
“Government Contract” means the binding agreement between Government Partner and Customer under which Customer orders Office 365 from Government Partner and Government Partner binds Customer to terms that are at least as protective of Microsoft as those in Appendix A.
“Government Partner” means the entity that has entered into this Agreement with Microsoft.
“Initial Term” is defined in § a.
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“IPR” means any patents, copyrights, trademarks and service marks, trade secrets, moral rights, and any other intellectual property or proprietary rights arising at any time under the Laws of any jurisdiction.
“Law” means all applicable laws, rules, statutes, decisions, orders, regulations, judgments, codes, and requirements of any government authority (federal, state, local, or international) having jurisdiction.
“License” means Customer’s right to permit one User to access Office 365, solely on a subscription basis.
“Microsoft” means the Microsoft Affiliate that has entered into this Agreement and its Affiliates, as appropriate.
“Office 365” means (1) Exchange Online, Exchange Online Archiving, SharePoint Online, Lync Online, and Office Web Apps included in Office 365 Enterprise Plans E1, E2, E3, E4, K1, and K2; and Office 365 Government Plans G1, G2, G3, G4, K1, and K2; and (2) Exchange Online Archiving; Exchange Online Protection; Exchange Online Plans 1, 2, Basic, and Kiosk; SharePoint Online Plans 1, 2, and Kiosk; Office Web Apps Plans 1 and 2; and Lync Online Plans 1, 2, and 3.
“Renewal Term” is defined in § a.
“SLA” is defined in § f.
“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
“Term” is defined in § a.
“Tribal Entity” means a federally recognized tribal entity eligible for funding and services from the U.S. Department of Interior by virtue of its status as an Indian tribe.
“User” means a specific, named, natural person, employed by or working as onsite contractor for Customer, and for whom Customer has purchased the requisite License.
2. General terms.
a. General. This Agreement gives Government Partner the ability to resell Office 365 to Customer. Government Partner is not acting as a contracting agent to bind Customer or its Affiliates, nor does it have any authority to bind Microsoft. Government Partner is an independent contractor. At all times during the Term, Government Partner will: (1) comply with this Agreement; (2) use commercially reasonable efforts to tell Customer about Office 365 and its benefits; (3) provide accurate Customer and User information to Microsoft, including information set forth in the Contact Information Sheet, and update such information as needed; and (4) have and maintain access to the Internet.
b. Training and qualification. Registered member status in the Microsoft partner network is available to Government Partner free of charge. Government Partner must have a Microsoft Partner Network Agreement (MPN), a valid MPN ID, and must be a Gold Certified Partner or reach Gold Certified Partner status by the end of June 2013 to resell Office 365 under this Agreement.
c. No other Microsoft materials, technologies, or services. Microsoft is not obligated under the Agreement to provide technical support, training, account management, marketing and sales support, brand or logo rights, or internal use software to Government Partner. These may be available to Government Partner through other programs, offerings, or initiatives, or not at all. If Microsoft elects to provide any such materials, technologies, or services under this Agreement, they are provided “as is,” “with all faults,” and without warranty of any kind, and Microsoft may cease providing them at any time, without notice.
d. Telephone support. Government Partner will maintain onsite and telephone licensing support for Customer weekdays (except federal holidays) between 9:00AM and 5:00PM local time.
e. Channel Partner Website. Government Partner will ensure that its employees become familiar with the Channel Partner Website and will consult the Channel Partner Website on a regular basis for communications and notices, including updates to this Agreement and
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other information. Government Partner will ensure that its employees use the Channel Partner Website responsibly and that only authorized employees are given access accounts. Government Partner will inform Microsoft in the event that one of its employees should have their Channel Partner Website account terminated.
3. Sales to Customer.
a. Customer pricing. Government Partner’s price level will be captured in the purchase order form along with the initial order quantity for Office 365. Government Partner has complete discretion to set its own Customer prices, which Government Partner will not disclose to Microsoft.
b. Government Contracts. Before reselling Office 365 to any Customer, Government Partner will enter into a Government Contract with that Customer which must include terms at least as protective of Microsoft as those in Appendix A. Government Partner also has complete discretion to negotiate and include any other terms in its Government Contract, which terms will not be subject to Microsoft’s review or approval but may not diminish the terms in Appendix A. Government Partner will ensure that such Government Contract is effective and binding in all jurisdictions. Government Partner will not participate in any bidding processes or enter into any Government Contracts in jurisdictions where it does not have the necessary resale tax certificates. Without limiting § e, if Government Partner fails to comply with this § 3.b, Government Partner will defend and indemnify Microsoft against, and hold Microsoft harmless from, any and all claims, damages, and expenses (including reasonable attorneys' fees and other costs of litigation) alleged by any party based upon or related to Office 365 under this Agreement.
c. Usage and reassignment. Only one User may access Office 365 per License. A License may be (1) permanently reassigned from one User to another or (2) temporarily reassigned to another User while the first User is absent (e.g. due to illness or vacation). However, temporary reassignments to enable rotating or similar shift work are not permitted.
d. Product mix. The current list of Office 365 SKUs available for Government Partner to resell to Customer, and Microsoft’s wholesale pricing to Government Partner for such Office 365 options, will be made available to Government Partner by Microsoft. Government Partner will, promptly after Microsoft’s notice, stop reselling any Office 365 SKU that Microsoft removes from the Government Partner price list due to a Covered Claim or as necessary to comply with Law.
e. Customer suspension/termination. At any time during the Term, Microsoft may (without any liability to Government Partner whatsoever) terminate or suspend Customer’s use of Office 365 if Customer fails to comply with the terms under Error! Reference source not found.. Microsoft will promptly notify Government Partner if Microsoft suspends or terminates Customer, after which Government Partner will immediately stop collecting orders for Office 365 from the suspended or terminated Customer. Termination or suspension will not affect Microsoft’s right to invoice Government Partner for any existing order.
f. License quantity changes. Customer may increase the quantity of Licenses at any time by submitting an order, as set forth in Section 5. Customer may only reduce the quantity of Licenses on a prospective basis as part of Government Partner’s Anniversary Order. Customer’s reduction of the quantity of Licenses to zero shall constitute termination of the Government Contract by Customer, and this Agreement will also terminate.
4. Other rights and obligations.
a. Government Partner’s representations and warranties. Government Partner represents and warrants that it will:
(i) have current access to all of Microsoft’s online tools necessary to perform its obligations;
(ii) have all resale tax certificates necessary to enter into Government Contracts in all jurisdictions where it sells Office 365 under this Agreement;
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(iii) use commercially reasonable efforts to service and support Customer;
(iv) inform Microsoft of any difficulties it encounters in servicing Customer; and
(v) promptly tell Microsoft about any known or suspected violations of the terms of any Government Contract by Customer.
b. Product warranties. Government Partner’s instructions to Customer using Office 365 must be consistent with Microsoft’s warranty, product use rights, end user documentation, and this Agreement.
c. No alterations. Government Partner will not change, decompile, or reverse engineer Office 365, except and only to the extent that applicable Law expressly permits, despite this limitation. Government Partner will not change any Office 365 documentation components. Government Partner will not change the written confirmation of a License or any agreement that Microsoft may provide to Customer. Government Partner will not make copies of any media or documentation components.
d. Use restrictions. Government Partner may not use Office 365 acquired under this Agreement for its own benefit.
e. Compliance with Law and Microsoft Anti-Corruption Policy. Government Partner will comply with all applicable anti-corruption Law against bribery, corruption and money-laundering, including the U.S. Foreign Corrupt Practices Act (“Anti Corruption Laws”). Government Partner certifies that it has read and will comply with the Anti-Corruption Policy for Representatives:
http://www.microsoft.com/about/corporatecitizenship/en-us/working-responsibly/principled-business-practices/integrity-governance/political-engagement/
Microsoft can hire a third-party auditor if it has a good faith reason to believe Government Partner or its representatives are in violation of the Anti-Corruption Laws. The third-party auditor will:
(i) Investigate the suspected violations (“Anti-Corruption Audit”); and
(ii) Report its Anti-Corruption Audit findings solely to Microsoft. Government Partner will fully participate and assist in any Anti-Corruption Audit. Government Partner will make all books, records and employees promptly available to assist the third-party auditor. Microsoft may terminate this Agreement if Government Partner fails to comply with this provision. Microsoft will not be liable for damages resulting from such termination.
5. Financial terms.
a. Government Partner pricing. The fees chargeable by Microsoft to Government Partner for resale of Office 365 to Customer are per-License fees, which are (1) based upon monthly per-License prices as set forth in the price file; and (2) billed up-front, upon receipt of order, for the remainder of the applicable order period (as set forth below in § 5.b). License fees are chargeable to Government Partner for Customer upon execution of this Agreement, without regard to whether the Customer’s Users actually access or use Office 365 or whether Customer pays Government Partner for such Licenses.
b. Ordering; initial, mid-year and annual orders. Government Partner must electronically submit to Microsoft an initial purchase order (“Initial Order”) for Office 365 ordered by Customer concurrent with Government Partner’s execution and submission of this Agreement to Microsoft. . Government Partner must have a Customer purchase order in place prior to submitting such Initial Order with Microsoft. Each license included in the Initial Order will be invoiced for full 12 months of service at the applicable monthly License price, and will cover the initial “Annual Period” ending 12 full month following the Effective Date. If the Effective Date occurs on or after the second (2nd) day of the month it falls in, then the initial partial-month period preceding the first full calendar month will be provided at no cost.
To increase the number of Licenses during the initial Annual Period, and during any subsequent Annual Period, Government Partner must first place a “Mid-Year Order” for such additional Licenses, and the additional Office 365 online service Licenses will not be
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available to Customer until after Microsoft has invoiced Government Partner for those Licenses. The fees for these additional Licenses in each Mid-Year Order will be prorated based upon the number of full Calendar months remaining in the applicable Annual Period, following Microsoft’s receipt of such order.
Thereafter, Government Partner must submit an annual order for each additional Annual Period, which accounts for the total quantity of Licenses to be applicable as of the start of that Annual Period, including both (i) any Licenses ordered during the prior Annual Period, and (ii) any License reductions, relative to the prior Annual Period (if applicable). The annual order must be received by Microsoft between 60 and 30 days prior to the anniversary date of the Initial Order. Upon receipt of each purchase order, Microsoft will invoice Government Partner and Government Partner will be obligated to pay Microsoft. Government Partner may only submit orders to Microsoft for Office 365 via an established electronic data interchange (EDI) connection, Extensible Markup Language (XML), the Microsoft Order Entry Tool (MOET), BizTalk, or by such other reasonable means as Microsoft may specify from time to time.
c. Late ordering. If the annual order is not received when due,
(i) Microsoft will invoice Government Partner for the following year for the quantity of Licenses ordered in the prior Annual Period; and
(ii) License reductions cannot be reported until the following Government Contract anniversary date.
d. Invoicing and payment. Unless indicated otherwise, Microsoft will invoice the Government Partner in full upon acceptance of each order. Annual orders will be invoiced upon Microsoft’s acceptance of the initial order and on the annual anniversary date thereafter, after receiving each annual order. Payment is due on the date specified in Microsoft’s invoice. Microsoft may change the terms in this § 5.d on 30 days’ notice to Government Partner. If Government Partner fails to make payment of any sums by the due date, then Microsoft may do any or all of the following (without waiving any other right or remedy):
(i) if Government Partner’s payment is not received within 30 days of the due date, terminate the Agreement on 30 days’ notice (or immediately on notice if Government Partner has two or more late payments during the Term);
(ii) hold all pending orders and suspend all access under the Agreement until all payments due are received; or
(iii) charge interest on the past due amount from the first day the amount is past due until paid in full. Such interest will be charged on a daily basis at the rate of 1% per month (12% per annum) on a simple interest basis, or the legal maximum, whichever is less. Government Partner will pay interest on demand to Microsoft.
e. Other payment terms. Government Partner will:
(i) make payments by wire transfer to Microsoft’s designated account, or by any other means Microsoft may periodically require;
(ii) pay (and not deduct from any amount due) any remittance costs;
(iii) include Microsoft’s invoice number (if applicable) on each such wire transfer;
(iv) not invoice Customer for access to Office 365 before placing applicable orders with Microsoft; and
(v) not withhold payment or make deductions on any invoiced amount (e.g., by way of offset, counterclaim, or otherwise, for returns, rebates, price adjustments, billing errors, handling fees, allowances, or otherwise) unless Microsoft issues a credit note. Government Partner’s duty to pay Microsoft is not contingent on Government Partner’s receipt of payment from any third party (e.g., Customer). Government Partner will make all payments in full and in the currency specified in Microsoft’s invoice. Notwithstanding the above, if Government Partner disputes any invoiced amount then Government Partner will pay the non-disputed amount and provide details of the dispute or complaint (together with supporting documents and information) within 21 days of the date of Microsoft’s invoice.
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f. SLA credits. If a service outage has occurred that meets the criteria of the applicable service level agreement (“SLA”), the Government Partner (on behalf of Customer) will be entitled to a credit based on the monthly net per unit price paid to Microsoft by Government Partner for the applicable Office 365 SKU (not based on Government Partner’s price to the Customer). The credit will be issued in the form of a credit note on the Government Partner’s account. Government Partner is responsible for passing the credit to the Customer.
g. Taxes. The amounts payable to Microsoft as set forth in the partner extranet do not include taxes. Government Partner will pay to Microsoft any taxes owed by Government Partner arising out of Government Partner’s resale of Office 365 and that Microsoft is permitted to collect from Government Partner under Law. Government Partner must provide to Microsoft a valid exemption certificate, in which case Microsoft will not collect the taxes covered by such certificate. Microsoft is not liable for any taxes that Government Partner is legally obligated to pay related to the resale of Office 365 under the Agreement. If Law or a foreign tax authority requires any taxes to be withheld on payments made by Government Partner to Microsoft, Government Partner may deduct such taxes from the amount owed to Microsoft and pay them to the taxing authority. Government Partner will, however, promptly secure and deliver to Microsoft an official receipt for such taxes or other documents necessary for Microsoft to claim a U.S. foreign tax credit. The withholding taxes referred to in this § 5.g are solely those required on payments to Microsoft. They exclude any withholding taxes incurred by Government Partner for payments made to Government Partner by Customer (which such taxes are solely Government Partner’s financial responsibility). Government Partner will make certain that any taxes withheld are minimized to the extent possible under Law. Despite anything in this Agreement to the contrary, this § 5.g will govern the treatment of all taxes relating to this Agreement.
h. Financial statements. Microsoft may periodically require audited financial statements, or the equivalent, in relation to Government Partner’s obtaining or maintaining credit. Microsoft uses such information only to review Government Partner’s credit. Government Partner’s unpublished financial statements are Government Partner’s Confidential Information. If requested, Government Partner will forward such statements to Microsoft’s credit department, at Microsoft’s designated address.
i. Credit. Microsoft may:
(i) extend credit to Government Partner after reviewing its credit worthiness (which may require a credit application in some countries);
(ii) revise or withdraw any credit extended to Government Partner at any time, upon notice; or
(iii) require Government Partner to pay all sums due in advance or on delivery. If Microsoft withdraws or reduces credit, Government Partner will immediately pay all sums that are or become due in excess of the revised limit.
j. Security. Microsoft may require Government Partner promptly to provide a performance bond, bank guarantee, letter of credit, corporate guarantee cash deposit, or other security. Microsoft may require such security at any time during the Term in an amount, form, and with an entity acceptable to Microsoft.
k. Microsoft Financing. If Customer elects to finance its purchases through the Microsoft Financing program, payments received by Government Partner from Microsoft Financing will be considered payments directly from the Customer. Additionally, if Customer has financed its purchase from Government Partner through the Microsoft Financing program and the Microsoft contracting entity issues a credit related to such purchase, the Microsoft contracting entity will issue such credit to Microsoft Financing Corporation rather than to Government Partner.
6. Intellectual property terms.
a. Use of marks. The Agreement does not grant either party any right, title, interest, or license in or to any of the other party’s trademarks. Government Partner may use Microsoft’s corporate name, technology names, and trademarks in plain text (but not logos, trade
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dress, designs, or word marks in stylized form) to accurately identify and refer to Microsoft and its technology and services. This limited use must: (i) not be likely to cause confusion about Government Partner’s relationship with Microsoft; and (ii) comply with Microsoft’s trademark usage guidelines at http://www.microsoft.com/mscorp/ip/trademarks/.
b. Proprietary notices. Government Partner will not remove any copyright, trademark, or patent notices from Office 365 or any documentation components. The first time Government Partner mentions the name of Office 365 in communications, it must use the appropriate trademark, Office 365 descriptor, and trademark symbol (either “™” or “®”), and clearly indicate Microsoft’s (or Microsoft’s suppliers’) ownership of the trademark(s).
c. Unsolicited commercial email. Neither party may use the other's trademarks in connection with the transmission or distribution of unsolicited commercial email. Neither party may use the other party’s marks in any manner that would violate Law or local custom, or conflict with Microsoft’s policies.
d. Anti-piracy. Government Partner will:
(i) not participate in the unauthorized manufacture, duplication, delivery, transfer, or use of counterfeit, pirated, or illegal software;
(ii) not otherwise infringe any of Microsoft’s IPR; and
(iii) reasonably cooperate with Microsoft and its Affiliates to investigate counterfeit, pirated, or illegal software or illegal access to services. Government Partner will report to Microsoft as soon as possible any suspected counterfeiting, piracy, or other infringement of copyright in any materials owned by Microsoft, its Affiliates or its licensors.
e. Ownership. Microsoft does not transfer any ownership rights in Office 365. Microsoft reserves all rights not specifically granted. Office 365 is protected by copyright and other IPR Laws and international treaties.
7. Confidentiality.
Except as otherwise provided in this section, Government Partner and Microsoft must not disclose any Confidential Information of the other for five years after disclosure. There is no time limit, however, on the restriction on disclosure of personal information contained in Confidential Information (such as Customer contact information). Confidential Information may be disclosed as required by a judicial or other governmental order, however, if the receiving party either: (1) gives reasonable notice of the order to allow the other a reasonable opportunity to seek a protective order or otherwise prevent or restrict disclosure; or (2) obtains written assurance from the entity issuing the order that it will protect the Confidential Information to the maximum level allowed under Law. Either party may also use and disclose the other’s Confidential Information to perform under this Agreement and may disclose Confidential Information to its agents and employees who both have a need to know to perform under this Agreement and are bound to written confidentiality terms no less protective of disclosing party’s rights than is this Agreement. Without limiting the above, recipient will protect disclosing party’s Confidential Information with efforts at least as great as it uses to protect its own like information, and in no event less than reasonable care.
8. Warranty and defense.
a. No warranties to Government Partner. Microsoft makes no warranties to Government Partner with respect to Office 365. Microsoft’s warranties to Customer are described in Appendix A.
b. Disclaimer. Unless required by Law, Microsoft: (1) gives no other warranties (express, implied, statutory, or otherwise); and (2) makes no representations not contained in this Agreement regarding Office 365. To the maximum extent permitted by Law, Microsoft excludes all implied warranties, such as implied warranties of merchantability, non-infringement, and fitness for a particular purpose.
c. No warranties for other items. Microsoft makes no warranties as to items distributed under a third party name, copyright, trademark, or trade name that may be offered with or
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incorporated in Office 365. To the maximum extent permitted by Law, Microsoft will have no liability in connection with such third party items (e.g., supply or failure to supply).
d. Microsoft’s duty to defend and pay.
(i) Defense of infringement and Customer claims. Microsoft will defend Government Partner in a lawsuit in which (1) a third party claims that Office 365 infringes its copyright, trademark, or patent or misappropriates its trade secrets or (2) Customer claims that Office 365 as delivered by Microsoft does not comply with the warranties set forth in Appendix A; provided, however, that such claim must not arise from (a) Government Partner’s misrepresentation of Office 365 in violation of § b, or (b) Government Partner’s breach of contractual terms and conditions with Customer that are not expressly authorized or accepted by Microsoft. The third party must not be Government Partner’s Affiliate. If there is an adverse final judgment (or settlement to which Microsoft consents) from the lawsuit, Microsoft will pay it for Government Partner. If any other type of third party claim is brought against Government Partner regarding Microsoft’s IPR (i.e., not Office 365), Government Partner will promptly notify Microsoft, and Microsoft may, at its option, choose to treat these claims as being covered by this § d.
(ii) Obligations for defense; limitations on Microsoft’s duty. Microsoft’s duty in this § d is subject to the following conditions: (1) Government Partner will promptly notify Microsoft in writing of the claim; (2) to the extent permitted by applicable Law, Microsoft will have sole control over defense and settlement; and (3) Government Partner will provide Microsoft with reasonable assistance in the defense. Microsoft’s duty to defend and pay a patent claim is limited to patent claims where Office 365 alone, without combination or modification, constitutes direct infringement of the patent. Microsoft will not be liable for any claim to the extent it, or an adverse final judgment, is based on:
1) distribution or use of, or granting access to, Office 365 after Microsoft notifies Government Partner or the applicable Customer to stop distribution or use of, or to stop granting access to, Office 365 due to such a claim;
2) combination of Office 365 with any non-Microsoft product, data, or business process;
3) damages attributable to the value of the use of a non-Microsoft product, data, or business process;
4) alteration of Office 365 not by or on behalf of Microsoft; or
5) use of Microsoft’s trademarks without Microsoft’s written consent. Government Partner will reimburse Microsoft for any costs or damages that result from these actions.
(iii) Microsoft’s options. If Microsoft receives information concerning an infringement claim relating to Office 365, Microsoft may, at its expense and without obligation: (1) procure for Government Partner the rights or licenses necessary to address the claim; (2) replace Office 365 with a functional equivalent; or (3) modify Office 365 to make it non-infringing. With (2) or (3), Government Partner will immediately stop distributing or making available the allegedly infringing version of Office 365. This section provides Government Partner’s only remedy for third-party infringement and misappropriation claims.
e. Government Partner’s duty to defend and pay. Government Partner will defend Microsoft against any Covered Claims (defined below). If there is an adverse final judgment (or settlement to which Government Partner consents) resulting from any Covered Claim, Government Partner will pay it for Microsoft. Microsoft will promptly notify Government Partner of the Covered Claim, including the nature of the claim and relief the third party seeks. Microsoft will give Government Partner reasonable assistance in defending the Covered Claim. At Microsoft’s option and cost, it may participate in the selection of counsel, defense, and settlement of any Covered Claims. If Microsoft decides to do this, the parties will work together in good faith to defend the Covered Claim. Government Partner must have Microsoft’s written consent before settling any Covered Claim. Microsoft will not unreasonably withhold consent. “Covered Claim” means any third party claims or allegations against Microsoft or any Microsoft Affiliate that arise out of or are connected
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with: (1) any default or breach of this Agreement (actual or alleged) by Government Partner; or (2) any other act or omission by Government Partner, such as those claims identified in § 8.0 or any claim arising from or related to Government Partner’s failure to comply with materials handling or disposal Laws as required under § b. Covered Claim excludes, however, those claims for which Microsoft is obligated to defend Government Partner under § 8.0.
9. Limitations on and exclusions of damages.
Unless the Law requires otherwise, the only damages remedy that either party will have for anything related to this Agreement is to obtain direct damages from the liable party up to the amount actually paid by Government Partner to Microsoft for Office 365 during the one-year period prior to the date on which the liability arose, minus any amounts paid by the liable party during that same period for any prior liability. Neither party can recover any other damages from the other related to this Agreement, including consequential, lost profits, special, indirect, punitive or incidental damages. The limitations in this § 9 apply to: (1) anything related to Office 365; and (2) claims for breach of contract, breach of warranty, strict liability, negligence, or other tort to the extent permitted by Law. It also applies even if the non-breaching party is not fully compensated for any losses, or if the breaching party knew or should have known about the possibility of damages. The limitations do not apply to claims for non-payment, fraud, breach of confidentiality (see § 7), defense of infringement claims (see § 0), Government Partner’s infringement, misappropriation, or other violation of Microsoft’s IPR, and Covered Claims (see § e). Each party’s liability for any loss or damage (including loss or damage caused by negligence) is reduced to the extent the other’s agents caused or contributed to that loss or damage.
10. Verifying compliance; disposal of materials.
a. Verifying compliance. Government Partner will, in accordance with U.S. generally-accepted accounting principles, keep all usual and proper books and records relating to its performance under this Agreement. Microsoft may verify compliance with all obligations under the Agreement. At a minimum, Government Partner will, during and for three years after the Term, keep documents related to reselling access to Office 365. During this same period, Microsoft’s audit team may conduct audits of (and Government Partner will provide access to) Government Partner’s applicable books, records, facilities, processes, and operations during any selected period to verify Government Partner’s compliance with this Agreement. Microsoft’s audit team may:
(i) conduct the audit at any location containing books and records;
(ii) require Government Partner to provide electronic downloads of relevant data and copies of relevant documents; or
(iii) ask Government Partner to complete a self-assessment questionnaire.
Except for audits related to counterfeit software (which do not require prior notice), Microsoft will give Government Partner at least 48 hours’ notice of the audit. Government Partner will promptly correct any errors and omissions disclosed by the audits. Any audit will be conducted during Government Partner’s normal business hours so as not to interfere unreasonably with Government Partner’s normal business activities. If an audit is conducted with notice, Government Partner will have all applicable books, records and operations available to Microsoft at the onset of the audit. Government Partner will reimburse Microsoft’s audit costs if the audit uncovers an underpayment of 2% or more of what should have been paid during the audited period. Government Partner will also pay Microsoft the difference between what was and what should have been paid for the audited period, plus interest at a rate of 1% per month on a simple interest basis and any other applicable finance charge. This does not limit Microsoft’s right to seek other remedies. Government Partner will, within a mutually-agreed time, implement any commercially reasonable recommendations the audit team may make related to record keeping.
b. Collection, recovery, and disposal of materials. Government Partner will comply with all Laws relating to collection, treatment, recovery, recycling, disposal, and reuse of hardware and batteries (if any), software media carriers (such as CDs and DVDs), and packaging materials. Microsoft will provide Government Partner at its request with applicable
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information on the composition of any materials for purposes of complying with such Law. Government Partner will comply with Microsoft’s reasonable requests aimed at ensuring compliance with applicable Law on hardware and batteries (if any), media carriers, and packaging materials collection, treatment, recovery, and disposal.
11. Term.
a. Term. Unless earlier terminated, this Agreement ends 36 full calendar months after the Effective Date (“Initial Term”). The parties may mutually agree to renew the Agreement (such term, a “Renewal Term” and, collectively with the Initial Term, the “Term”). If Microsoft changes this program, however, Microsoft may require Government Partner to enter into a new agreement.
b. Termination for convenience. Either party may terminate this Agreement, for any reason or no reason, on 60 days’ written notice.
c. Early termination for non-appropriation of funds. Government Partner may terminate this Agreement without liability, penalty, or further obligation to make payments if funds to make payments under the Agreement are not appropriated or allocated by Customer for such purpose.
d. Termination for breach. Either party may, on notice, terminate this Agreement if the other party materially breaches this Agreement. Except where the breach is by its nature not curable within 30 days, the terminating party must give the other party 30 days’ notice and opportunity to cure.
(i) Termination by Microsoft. If Microsoft notifies Government Partner that it intends to terminate due to a breach, Microsoft will give each Customer a copy of that notice as well and Government Partner will help resolve the breach.
(ii) Early termination. If (1) Government Partner terminates this Agreement due to a breach by Microsoft or (2) either party terminates this Agreement for non-payment due to non-appropriation of funds by Customer, then Government Partner will receive a credit for any unused fees paid in advance.
e. Effect of termination or expiration. All payment obligations due and payable and the following provisions will survive termination of this Agreement: 1,6,7,8,9,10,11.e,Error! Reference source not found.,12 and Appendix A.
12. Miscellaneous.
a. Notices. All notices and requests required or permitted under this Agreement will be in writing. Any notice or request provided for by this Agreement will be given either by personal delivery; facsimile transmission; certified mail, return receipt requested; or recognized overnight express courier service. Notice or request will be deemed to be effective:
(i) when it is given, in the case of notice or request by personal delivery or by facsimile transmission (provided that in the case of notice by facsimile transmission delivery is electronically confirmed by the sender's telecopier);
(ii) three days after deposit in the mail, in the case of notice or request by certified mail, return receipt requested; and
(iii) one day after delivery to the courier service, in the case of notice or request by recognized overnight express courier service. Notices or requests will be addressed to the parties as set forth on the signature form. A party may change its address for notification by giving written notice of such change to the other.
b. Applicable Law. This Agreement will be governed by and construed in accordance with the Laws of Washington State and U.S. federal Laws. The 1980 United Nations Convention on Contracts for the International Sale of Goods and its related instruments will not apply to this Agreement.
c. Non-exclusive. This Agreement is non-exclusive. Government Partner is free to license, use, recommend, or support non-Microsoft software or services. Microsoft may: (1) provide
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Office 365 directly to Customers (or may authorize other companies to do so); (2) provide Office 365 under different licensing programs; and (iii) may withdraw any licensing program at any time.
d. Severability. If a court holds any term of this Agreement illegal, invalid, or unenforceable, the rest of this Agreement will remain in effect, and this Agreement will be deemed amended to give effect to the eliminated term to the maximum extent possible.
e. Assignment. Without Microsoft’s prior written consent, Government Partner may not assign or transfer this Agreement or its rights or obligations under it, whether by contract or operation of law (such as merger or sale of Government Partner’s stock). A change of control of Government Partner is deemed an assignment. Microsoft’s consent will not be unreasonably withheld. Microsoft may transfer its rights and obligations under this Agreement without Government Partner’s consent. Any prohibited assignment is a material breach and is void.
f. Relationship. Although Government Partner and Microsoft may call each other “partner,” each is an independent contractor to the other for all purposes regarding this Agreement and have not formed a partnership entity (as the term is used in partnership law) or joint venture. Government Partner and Microsoft do not have any agency, franchise, or fiduciary relationship. For this § 12.f, “Microsoft” includes Microsoft’s Affiliates. Without limiting the above, Government Partner has no power to: (1) bind Microsoft; (2) change any terms, conditions, warranties, or covenants made by Microsoft; or (iv) give any person any rights that Microsoft has not previously authorized in writing.
g. Publicity. Except as otherwise expressly provided in this Agreement, neither party will communicate with the press or public regarding their relationship under, or use the other’s name connected to, this Agreement without the other’s prior consent. Microsoft may, however, and for the sole purpose of identifying Government Partner as a reseller of Office 365, make referential use (in any media, now known or later developed) of Government Partner names and logos.
h. Waiver. No waiver of any breach of this Agreement will be a waiver of any other breach, and any waiver must be in writing and signed by an authorized representative of the waiving party.
i. Third party beneficiaries. Certain Agreement sections are for the benefit of Microsoft’s Affiliates. As a result, Microsoft and its Affiliates are entitled to require Government Partner’s performance of each such provision. Subject to the foregoing, the Agreement does not create any enforceable rights by anyone other than the parties to the Agreement. Any representation or agreement purportedly made by Microsoft’s Affiliates that would change this Agreement must be in a signed writing.
j. Entire Agreement. This Agreement is the parties’ entire agreement on this subject matter and supersedes any prior or contemporaneous communications and agreements. This Agreement can be changed only by an amendment signed by both parties.
k. Order of precedence. In the case of a conflict between any documents referenced in this Agreement that is not expressly resolved in the documents, their terms will control in the following order: (1) these General Terms; (2) the signature form; and (3) the terms in
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13. U.S. Government Customers.
Where Customer is an entity of the U.S. Government, the following additional provisions shall apply:
a. Incorporation of FAR Terms. The following Federal Acquisition Regulation (FAR) clauses are incorporated by reference into this Agreement and the Government Contract. The version of each clause shall be that version incorporated into Government Partner’s Government Contract:
(i) 52.222-26, Equal Opportunity
(ii) 52.222-35, Affirmative Action for Special Disabled and Vietnam Era Veterans
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(iii) 52.203-13, Contractor Code of Business Ethics and Conduct (AS APPLICABLE)
(iv) 52.222-36, Affirmative Action for Workers with Disabilities
b. Disputes with Customer. In the event Microsoft, in Microsoft’s sole discretion, decides to prosecute a claim against a U.S. Government Customer relating to this Agreement, a Government Contract, or use of Office 365, Government Partner agrees to cooperate fully in the prosecution of such claim, including but not limited to the filing of the claim in Government Partner’s name on Microsoft’s behalf and filing of any appeals in a Board of Contract Appeals or federal court. Microsoft agrees to be responsible for Government Partner’s reasonable and documented out of pocket expenses, and for the actual prosecution and settlement of all such claims, including the payment of any and all costs incurred by Microsoft in connection with such claim. Any recoveries awarded to Government Partner as a result of the claim in excess of those owed to Government Partner shall be paid to Microsoft.
c. Rebates and Concessions. Government Partner will disclose the existence and amount of any rebates or other concessions it receives from Microsoft to Customer to the extent required by applicable law, regulation or solicitation
d. Cost or Pricing Data/Commercial items. Microsoft will not, under any circumstances, accept the terms of any Government Contract that would require Microsoft to (1) submit “cost or pricing data” as defined at 48 CFR 2.101, or (2) provide products or services that do not meet the definition of “commercial items” as defined at 48 CFR 2.101. Government Partner acknowledges and agrees that Microsoft sells Office 365 as a commercial item only and will engage as a subcontractor for Office 365 subject only to the required U.S. Government flowdown clauses listed at 48 CFR 52.244-6, “Subcontracts for Commercial Items”, plus any other terms applicable to a specific Government Contract upon which Microsoft and Government Partner mutually agree.
14. Government Community Cloud. Office 365 includes both Office 365 Enterprise Plans and Office 365 Government Plans. Office 365 Government Plans may also be referred to as the “Government Community Cloud” offering.
A Customer may be provisioned for either Office 365 Enterprise Plans or Office 365 Government Plans, but not as a mixture of both. Once a Customer’s Office 365 tenant is provisioned as either an Office 365 Enterprise Plan or an Office 365 Government Plan tenant, it will remain so for the duration of the subscription term, including renewal terms. Customer cannot migrate between these Plans.
Exchange Online and SharePoint Online included in the Office 365 Government Plans are provisioned in Microsoft’s multi-tenant data centers segregated for exclusive use by eligible US Federal, State, Local, and Tribal Government Customers only and offered in accordance with the “community cloud” definition as defined in the National Institute of Standards and Technology (NIST) Special Publication 800-145. Customer’s Lync Online services offered as part of an Office 365 Government Plans are provisioned in Microsoft’s multi-tenant data centers but are not segregated in the Government Community Cloud.
In order for Government Partner to be eligible to purchase Office 365 Government Plan SKUs for Customer, Government Partner must certify that Customer meets all of the following criteria:
1. Customer must qualify as a Federal Entity, State/Local Entity, or Tribal Entity, as defined above; and
2. Customer must not have previously provisioned any of its domains under a Office 365 for Enterprises Online Service.
Note that Customer is not required to use the .GOV or .MIL domain in order to qualify to purchase Office 365 for Government, but it must have registered one. Eligible government entities may apply to register
a .GOV or .MIL domain at https://www.dotgov.gov/portal/web/dotgov.
If Office 365 ordered under this agreement must be provisioned as Office 365 Government, the Customer URL must be identified in the Agreement for Online Services – Government Order Form (AOS04).
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Appendix A – Government Contract Terms
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Customer Terms for Cloud Services Agreement – US Public Sector
This agreement is between (“we”, “us”, and “our”) and (“you” and “your”). It is effective when we accept it. Key terms are defined in § 8.
1. General.
Right to use. You may access and use Office 365, and install and use a Client (if any) included with your Subscription, only as described in this agreement. All other rights are reserved.
Acceptable use. You will use Office 365 only per the AUP. You will not use Office 365 in any way that infringes a third party’s patent, copyright, or trademark or misappropriates its trade secret. You may not reverse engineer, decompile, work around technical limits in, or disassemble Office 365, except if applicable law permits despite this limit. You may not rent, lease, lend, resell, transfer, or host Office 365 to or for third parties.
Compliance. You will comply with all laws and regulations applicable to your use of Office 365. In providing Office 365, we and our Providers will comply with all laws and regulations (including applicable security breach notification law) that generally apply to IT service providers. You will obtain any consents required: (1) to allow you to access, monitor, use, and disclose user data; and (2) for us to provide Office 365. If you are an educational institution, you will obtain any parental consent for end users’ use of Office 365 as required by applicable law.
Customer Data. Customer Data is used only to provide you Office 365. This use may include troubleshooting to prevent, find and fix problems with Office 365’s operation. It may also include improving features for finding and protecting against threats to users. Neither we nor our Providers will derive information from Customer Data for any advertising or other commercial purposes. We will enable you to keep Customer Data separate from consumer services. Customer Data will not be disclosed unless required by law or allowed by this agreement. Your contact information may be provided so that a requestor can contact you. If law requires disclosure, we will use commercially reasonable efforts to notify you, if permitted. Customer Data may be transferred to, and stored and processed in, any country we or our Providers maintain facilities, unless you provision your tenant in the United States, If you do, Microsoft will provide Office 365 from data centers in the United States, and storage of the following customer data at rest will be located in data centers only in the United States: (i) Exchange Online mailbox content (e-mail body, calendar entries, and the content of e-mail attachments), and (ii) SharePoint Online site content and the files stored within that site.
Changes. Office 365 may be changed periodically, after which you may need to agree to new terms. You may be required to run a client software upgrade on devices using Office 365 after a change to maintain full functionality.
Use rights. Use rights specific to Office 365 are posted online at the link to the AUP.
2. Confidentiality and Security.
We and our Providers will (a) maintain appropriate technical and organizational measures, internal controls, and data security routines intended to protect Customer Data against accidental loss or change, unauthorized disclosure or access, or unlawful destruction and (b) not disclose Customer Data, except as required by law or expressly allowed. Neither party will make any public statement about this agreement’s terms without the other’s prior written consent.
3. Term, Termination, and Suspension.
Term and termination. This agreement will remain in effect for three years subject to your right under applicable law to terminate for convenience.
Customer Data. You may extract Customer Data at any time. If your Subscription expires or terminates, we will keep your Customer Data in a limited account for at least 90 days so you may extract it. We may delete your Customer Data after that.
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Regulatory. If a government rule or regulation applies to us or our Providers, but not generally to other businesses, and makes it difficult to operate Office 365 without change, or we or our Providers believe this agreement or Office 365 may conflict with the rule or regulation, we may change Office 365 or terminate the agreement. If we change Office 365 to come into compliance, and you do not like the change, you may terminate.
Suspension. We may suspend use of Office 365: (1) if reasonably needed to prevent unauthorized Customer Data access; (2) if you do not promptly respond under §5 to intellectual property claims; or (3) for non-payment; or (4) if you violate the AUP. A suspension will be in effect only while the condition or need exists and, if under clause (1) or (2), will apply to the minimum extent necessary. We will notify you before we suspend, unless doing so may increase damages. We will notify you at least 30 days before suspending for non-payment. If you do not fully address the reasons for suspension within 60 days after we suspend, we may terminate your Subscription.
4. Limited warranty; disclaimer.
We warrant that Office 365 will meet the SLA terms during the Subscription; your only remedy for breach of warranty is stated in the SLA. We provide no (and disclaim to the extent permitted by law any) other warranties, express, implied, or statutory, including warranties of merchantability or fitness for a particular purpose.
5. Duty to protect.
Defense. We or our Providers will defend you against any claims made by an unaffiliated third party that Office 365 infringes its patent, copyright, or trademark or misappropriates its trade secret.
Remedies. If we or our Providers reasonably believe that a claim under §5 may bar your use of Office 365, we or our Providers will seek to: (1) obtain the right for you to keep using it; or (2) modify or replace it with a functional equivalent and notify you to stop use of the prior version. If these options are not commercially reasonable, we or our Providers may terminate your rights to Office 365 and refund any payments for unused Subscription rights.
Other obligations. To the extent permitted by law, you will (1) notify us promptly of a claim under this §5 and (2) allow us or our Providers to assist in your defense or settlement. You will provide reasonable help to defend. We or our Providers will reimburse you for reasonable out-of-pocket expenses incurred in giving that help and pay the amount of any resulting adverse final judgment (or settlement the protecting party consents to). Neither we nor our Providers will be bound by any settlement to which we do not agree in writing, this § 5 provides the exclusive remedy for these claims.
Limits. The obligations of us and our Providers in this §5 won’t apply to a claim or award based on: (1) Customer Data; (2) software not provided by us or our Providers; (3) modifications you make to Office 365, or materials you provide or make available as part of using Office 365; (4) your combination of Office 365 with, or damages based on the value of, a product, data, or business process not provided by us or our Providers; or (5) your use of a Microsoft trademark without their express, written consent, or your use of Office 365 after being notified to stop due to a third-party claim.
6. Limited liability.
Each party’s (and our Providers’) maximum aggregate liability for any claim related to this agreement is limited to direct damages up to the fees that you paid for Office 365 during the 12 months before the claim arose (or $5,000.00 if you paid no fees). Neither party nor our Providers will be liable for lost revenues or indirect, special, incidental, consequential, punitive, or exemplary damages, even if the party knew they were possible. The limits and exclusions in this §6 apply to the extent permitted by law, but do not apply to (1) obligations under §5; or (2) intellectual property infringement or misappropriation.
7. Agreement mechanics.
You must send notice by regular mail, return receipt requested, to the address on the Portal (effective when delivered). We may email notice to your account administrators (effective when sent). You may not assign this agreement, or any right or duty under it. If part of this agreement is held unenforceable, the rest remains in force. Failure to enforce this agreement is not a waiver. The parties are independent
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AOSG2013Agr(WW)(ENG)(Jul2013) Page 17 of 17 Document X20-05994
contractors. This agreement does not create an agency, partnership, or joint venture. This agreement is governed by the laws applicable to Customer, without regard to conflict of laws. This agreement (including the SLA and AUP) and our price sheet are the parties’ entire agreement on this subject and supersedes any concurrent or prior communications. Agreement terms that require performance, or apply to events that may occur, after termination or expiration will survive, including §5. Office 365 and the Client are subject to U.S. export jurisdiction. You must comply with the U.S. Export Administration Regulations, the International Traffic in Arms Regulations, and end-user, end-use, and destination restrictions. For more information, see http://www.microsoft.com/exporting/. Our Providers may deliver Office 365, and the rights granted to us also apply to them.
8. Definitions.
“AUP” means the acceptable use policy at http://www.microsoftvolumelicensing.com/Downloader.aspx?DocumentId=5502.
“Client” means device software that we or our Providers provide you with Office 365.
“Customer Data” means all data, including all text, sound, or image files that are provided to us or our Providers by, or on behalf of, you through your use of Office 365.
“Office 365” means (1) Exchange Online, Exchange Online Archiving, SharePoint Online, Lync Online, and Office Web Apps included in Office 365 Enterprise Plans E1, E2, E3, E4, K1, and K2; and Office 365 Government Plans G1, G2, G3, G4, K1, and K2; and (2) Exchange Online Archiving; Exchange Online Protection; Exchange Online Plans 1, 2, Basic, and Kiosk; SharePoint Online Plans 1, 2, and Kiosk; Office Web Apps Plans 1 and 2; and Lync Online Plans 1, 2, and 3.
“Portal” means the Online Services Portal for Office 365 (see http://www.microsoft.com/online).
“Providers” means our affiliates, licensors, and suppliers, including Microsoft and its applicable affiliates.
“SLA” means the service level commitments we or our Providers make regarding delivery and performance of Office 365 (see http://www.microsoft.com/licensing/contracts).
“Subscription” means an order for a quantity of Office 365.
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Quote prepared: 2/11/2016
Quote expires: 2/29/2016
Planet Technologies offers the following quote for the next year for City of Novato through our AOS-G
Agreement. This quote will expire February 29, 2016; upon expiration of this quote, the following prices
may no longer be valid.
Quote 1:
Part Number
SKU Monthly Cost Per User
Annual Cost Per license
Quantity/Users Annual Cost for licenses
AAA-11894
O365GovE3 ShrdSvr ALNG SubsVL MVL PerUsr
$15.64 $187.68 130 $24,398.40
Part Number
SKU Monthly Cost Per User
Annual Cost Per license
Quantity/Users Annual Cost for licenses
U4S-00002
O365GovE1 ShrdSvr ALNG SubsVL MVL PerUsr
$5.52 $66.24 70 $4,636.80
PO Amount for Quote 1: $29,035.20
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City of Novato must include the attached Microsoft Terms and Conditions as part of the contract. The
agreement cannot be executed (processed at Microsoft) until the completed documents and PO are
received for the initial payment. At the point the documents are approved by the Legal Department at
Microsoft, the billing period will begin. Prior to the enrollment anniversary, the Annual Order process
allows your organization to submit an annual order to account for any increase or decrease in licenses
(for example those required for qualified devices or users, license transitions and Online Services
reservations , as permitted). Additional details:
Your annual order must be received by Planet Technologies, Inc. between 60 and 30 days prior to the Enrollment Anniversary.
If the annual order is not received when due, Planet Technologies, Inc., will invoice for all subscription Licenses including Online Services and L&SA, ordered in the prior year and any Online Service reservations in excess of the quantity previously ordered.
Unless specified otherwise in the above referenced contract, all prices are based on Net 30 terms. If not
shown, shipping, handling, taxes and other fees will be added at the time of the order where applicable.
City of Novato understands and acknowledges that all warranties, representations and returns are
subject to the manufacturer, publisher or distributor guidelines.
All product descriptions and prices are based on the latest information available and are subject to
change within the terms of the above referenced contract.
By signing this contract, you agree to be bound by the applicable pricing and all Terms and Conditions
found herein, including but not limited to the attached Microsoft Terms and Conditions.
Planet Technologies, Inc.
20400 Observation Drive, Suite 107
Germantown, MD 20876
(301) 721-0100
Signature Date Signature Date
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Print Name
Print Name Company Name
Company Name Street Address
Street Address City, State, Zip Code
City, State, Zip Code
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