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HomeMy Public PortalAbout2013-06 Authorizing the purchase of Microsoft Software Licenses from SHI International CorporationRESOLUTION NO. 2013-6 A CAPITAL PROJECT AUTHORIZING RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF KEY BISCAYNE, FLORIDA, AUTHORIZING THE PURCHASE OF MICROSOFT SOFTWARE LICENSES OF EXCHANGE SERVER, SQL SERVER, SERVER 2008, AND OTHER SERVERS, DESKTOPS, AND LAPTOPS SOFTWARE LICENSES; PROVIDING FOR A WAIVER OF COMPETITIVE BIDDING; PROVIDING FOR IMPLEMENTATION AND AUTHORIZING THE VILLAGE MANAGER TO COMPLETE THE PURCHASE OF THE SOFTWARE LICENSES AND EXECUTE AGREEMENTS; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS,pursuant to Section 3.07(b) of the Village Charter, the Village Council desires to authorize an expenditure for the purchase of Microsoft Software License of Exchange Server, SQL Server, Server 2008, and other servers, desktops, and laptops application and operating system software licenses covered under a Microsoft Enterprise Agreement (the "Purchase"); and WHEREAS, in order to maintain the Police Mission Critical Computer Network (the "Network"), the servers, workstations, and laptops must undergo periodic updates and upgrades or all application and operating system software; and WHEREAS, the continuous updates and upgrades will fix known bugs and other software vulnerabilities that could be exploited to compromise the Network's integrity and security; and WHEREAS, said upgrades and updates require the application and operating system software be re -licensed as new version upgrades are made available by Microsoft; and WHEREAS, the Village may, pursuant to Section 2-86 of the Village Code of Ordinances (the "Village Code"), enter into bids or contracts entered into by another governmental authority, provided that the governmental authority has gone through a competitive bidding procedure leading to the award of the bid or contract in question; and WHEREAS, the Village Council desires to make the Purchase, based upon the State of Florida Contract Number 252-001-09-1 (the "State Contract") with SHI International Corporation (the "SHI"), which was entered into on April 1, 2009 and renewed through March 31, 2015; and WHEREAS, the Village Council finds that this Resolution is in the best interest and welfare of the residents of the Village. NOW, THEREFORE, IT IS HEREBY RESOLVED BY THE VILLAGE COUNCIL OF THE VILLAGE OF KEY BISCAYNE, FLORIDA, AS FOLLOWS: Section 1. Recitals Adopted. That each of the recitals stated above is hereby adopted and confirmed. Section 2. Waiver of Competitive Bidding. The Village Council, in accordance with Section 2-86 of the Village Code, hereby waives competitive bidding based upon the State Contract. Section 3. Authorization. The Village Council hereby authorizes the Village Manager to negotiate with SHI for the Purchase at a cost not to exceed $23,527. The terms of the Purchase shall be the same or better than what is provided in the State Contract, which is attached as Exhibit Section 2. Contract Approved. That the purchase of the of Microsoft Software Licenses of Exchange Server, SQL Server, Server 2008, and other servers, desktops, and laptops application and operating system software licenses covered from SHI' s state of Florida Contract quotation under a Microsoft Enterprise Agreement; attached hereto as Exhibit "A", is hereby approved. 2 Section 3. Authorization. That Village Council hereby authorizes the Village Manager to negotiate with SHI for the Purchase at a cost not to exceed $23,527. The terms of the Purchase shall be the same or better than what is provided in the State Contract, which is attached as Exhibit Section 4. Implementation. That the Village Manager is hereby authorized to take any and all action necessary to implement the purposes of this Resolution, and is authorized to sign any necessary purchase agreements, subject to the approval of the Village Attorney as to form and legal sufficiency. Section 5. Effective Date. That this Resolution shall be effective immediately upon adoption hereof PASSED AND ADOPTED this 5th day of February, 201 l ATT ACJ:4-di„ CONCHITA H. ALVAREZ, MMC, VILLAGE CLE APPROVED AS TO FORM AND LEGAL SUFFICI VILLAGE ATT S RN Y 3 /N, R FRANKL . CAPLAN state of Florida contract number included in notes section EXHIBIT "A" h Pricing Proposal Quotation #: 6024836 Description: Microsoft Enterprise Agreement(2) Created On: Nov -28-2012 Valid Until: Nov -30-2012 City of Key Biscayne Jose Calvo 88 W McIntyre St Key Biscayne, FL 33149 UNITED STATES Phone (305) 365-8990 , 1109 Fax Email JRCALVO©kbpd net All Pnces are in US Dollar(USD) Product Qty Your Price Total 1 Microsoft Enterprise Desktop Professional Platform - License & software assurance 50 $270 00 $13,500 00 - EA Annual Payment (1 of 3) Microsoft - Part# A07-00041 Note: Includes Windows OS Upgrade, Office Pro, and Core CAL (client access licenses for Windows, Exchange, SharePoint, SCCM, Forefront, and Lync) 2 Microsoft Windows Rights Management Services - License & software assurance - 50 $14 75 $737 50 1 user CAL - EA Annual Payment (1 of 3) Microsoft - Part# T98-00797 3 Microsoft Core Infrastructure Server Suite Standard - License & software 3 $679 27 $2,037 81 assurance - 1 server (up to 2 CPU) - EA Annual Payment (1 of 3) Microsoft - Part# YJD-00202 Note: CIS Standard includes licenses for System Center Standard and Windows Server Standard 4 Microsoft Exchange Server - License & software assurance - 1 server - EA Annual 2 $286 67 $573 34 Payment (1 of 3) Microsoft - Part# 31 2-021 77 5 Microsoft Lync Server Standard Edition - License & software assurance - 1 server - 1 $286 67 $286 67 EA Annual Payment (1 of 3) Microsoft - Part# 6NH-00235 6 Microsoft SQL Server Standard Core Edition - License & software assurance - 2 cores - Enterprise, Select, SPLA, Select Plus - Win - All Languages Microsoft - Part# 7NQ-00302 2 $1,452 69 $2,905 38 7 Microsoft Office SharePoint Server - License & software assurance - 1 server - EDU - Enterprise, Select, Select Plus - Win - All Languages Microsoft - Part# H04-00232 1 $1,987 00 $1,987 00 8 Telephone Consulting hours (12 Hours) SHI International Corp - Part# Services Additional Comments 1 $1,500 00 $1,500 00 Total $23,527 70 State of Florida Microsoft Contract No 252-001-09-1 Document Revision Authorization By signing below, you agree to allow the SHI Microsoft Contracts audit team to make necessary changes and minor revisions to your Microsoft Enrollment including, but not limited to: • Correcting typographical errors • Adding/changing enrollment numbers • Adding/changing amendment numbers Additionally, you acknowledge and consent that: • You will be notified of any change the SHI Microsoft Contracts team makes while submitting your Enrollment to Microsoft. • No alteration by the SHI Microsoft Contracts team will alter your terms and/or pricing for your Enrollment. Customer Name City of Key Biscayne Customer Representative Sign. re Customer Printed Name and Title Jose Calvo - Information Systems Administrator Date C 5uppot7. yrJ H A H I J rat Microsoft Volume Licensing Program Signature Form MBA/MBSA number Agreement number U0275474 01E73214 SGN- Note: Enter the applicable active numbers associated with the documents below Microsoft requires the associated active number be indicated here, or listed below as new Fgt,,tti ,pur ases of this5form .,"Customer' can mean theusi ring et:itity;,£Er�roll'ect'RfFiliate ns or " r � �... a�xi �.,.,w � � i - *'�Y+ �. y' s,t��,. ^� " Partner ,nstitution, o'rother� party ept'eriingwintoa volume,Iioen"'sing. rogi am agreernenf. This signature form and all contract documents identified in the table below are entered into between the Customer and the Microsoft Affiliate signing, as of the effective date identified below. Contract Document <Choose Agreement> Number or Code Document Number o'Code' <Choose Agreement> Document Number orCo' de , <Choose Agreement> - ' ; Document Number or -Code <Choose Agreement> n 'Document Number or Code''-`' <Choose Agreement> . Document Number or' Code Enterprise Enrollment , X20=021135 °° <Choose Enrollment/Registration> 'Document Number or Code <Choose Enrollment/Registration> Document Number or Code <Choose Enrollment/Registration> Document Number or Code <Choose Enrollment/Registration> Document Number or Code Amendment W29 (New) By signing below, Customer and the Microsoft Affiliate agree that both parties (1) have received, read and understand the above contract documents, including any websites or documents incorporated by reference and any amendments and (2) agree to be bound by the terms of all such documents. ProgramSignForm(MSSign)(NA,LatAm)ExBRA,MLI(ENG)(Oct2011) Page 1 of 2 Customer Microsoft Affiliate Name of Entity (must be legal entity name)* City of Key Bisca Signature* Printed First and Last Name* Jose Calvo Printed Title* Information Systems Administrator Signature Date* Microsoft Licensing, GP Signature Printed First and Last Name Printed Title Signature Date (date Microsoft Affiliate countersigns) Tax ID Effective Date (may be different than Microsoft's signature date) * indicates required field Optional 2nd Customer signature or Outsourcer signature (if applicable) Signature* Printed First and Last;Name* Printed Title*y Signature* Printed First andktast N Name - Printed Titre , ignatbre' Dat• If Customer requires physical media, additional contacts,* or is reporting multiple previous Enrollments, include the appropriate form(s) with this signature form. If no media form is included, no physical media will be sent. After this signature form is signed by the Customer, send it and the Contract Documents to Customer's channelpartner or Microsoft account manager, who must submit them to the following address. When the signature form is fully executed by Microsoft, Customer will receive a confirmation copy. Microsoft Licensing, GP Dept. 551, Volume Licensing 6100 Neil Road, Suite 210 Reno, Nevada 89511-1137 USA Prepared By: ProgramSignForm(MSSign)(NA,LatAm)ExBRA,MLI(ENG)(Oct2011) Page 2 of 2 Enterprise Enrollment — Custom Enterprise Enrollment number (Microsoft to complete) Previous Enrollment number (Reseller to complete) Proposal ID Earliest expiring previous Enrollment end date 1 State and Local K451 1, This Microsoft Enterprise Enrollment is entered into between the entities as identified in the signature form as of the effective date. Enrollment Affiliate represents and warrants it is the same Customer, or an Affiliate of the Customer, that entered into the Enterprise Agreement identified on the program signature form. This Enrollment consists of: (1) these terms and conditions, (2) the terms of the Enterprise Agreement identified on the signature form, (3) the Product Selection Form, (4) any supplemental contact information form or Previous Agreement/Enrollment form that may be required, (5),:ant order'submitted under this Enrollment. This Enrollment may only be entered into under a 201'1'°or later,Enterprise Agreement. All terms used but not definediare,located at http.//www.microsoft com/licensingtcontracts. In the event of any conflict the terms of i1 cement control. Effective date. If En'rVIS:Af#iliate is renewing Software Assurance o Subscri tion'Lic s from ne or more previqus Enrollments or agreements, then; the effective date will; be .th`e day 'after the' ffrst�prior Enrollment oi'"`agreement expires or terminates 'Oth'erwise,` the effecti'ves; ate will be the date this Enrollment is accepted by Microsoft. If renew ngH$oftwareAssuranee�lthe'`Reseller will need to insert the � >, tiara � �� �,;; ,�. wt previous enrollment or agreement number and end;dgte`"i , they respectiv, boxes above. Term. This Enrollment will expire on the last day of th month, 36 full calendar months from the effective date unless otherwiser,renewed. Any reference in this Enrollment to "day" will be a calendar day. Product order. The Reseller will provide Enrolled Affiliate with Enrolled Affiliate's Product pricing and order=PricesWItl"billing terms for all Products ordered will be determined by agreement between Enrolled Affiliate arid'' the Reseller.The Reseller will provide Microsoft with the order separately from this Enrollment. Prior Enrollment(s). If renewing Software Assurance or Subscription Licenses from another Enrollment or agreement, the previous Enrollment or agreement number and end date must be identified in the respective boxes above. If renewing from multiple Enrollments or agreements, or transferring Software Assurance or MSDN details, the Previous Agreement/Enrollment form must be used. Terms and Conditions 1. Definitions. Terms used but not defined in this Enrollment will have the definition in the Enterprise Agreement. The following definitions are used in this Enrollment. "Additional Product" means any Product identified as such in the Product List and chosen by Enrolled Affiliate under this Enrollment. EA2011 EnrGov(US)SLG(ENG)(Ju12011) Page 1 of 14 Document X20-02113 "Enterprise Online Service" means any Online Service designated as an Enterprise Online Service in the Product List and chosen by Enrolled Affiliate under this Enrollment. Enterprise Online Services are treated as Online Services, except as noted. "Enterprise Product" means any Desktop Platform Product that Microsoft designates as an Enterprise Product in the Product List and chosen by Enrolled Affiliate under this Enrollment. Enterprise Products may only be licensed for all Qualified Devices and Qualified Users on an Enterprise -wide basis under this program. "Expiration Date" means the date upon which the Enrollment expires. "Industry Device" (also known as line of business device) means any device that: (1) is not useable in its deployed configuration as a general purpose personal computing device (such as a personal computer), a multi -function server, or a commercially viable substitute for one of these systems; and (2) only employs an industry or task -specific software program (e.g. a computer -aided design program used by an architect or a point of sale program) ("Industry Program"). The device may include features and functions derived from Microsoft software or third -party software. If the device performs desktop functions (such as email, word processing, spreadsheets, database, network or Internet browsing, or scheduling, or personal finance), then the desktop functions: (1) may only be used for the purpose of supporting the Industry Program functionality; and (2) must be technically integrated with ,the Industry Program or employ technically enforced policies or architecture to operate only when used with the Industry Program functionality. "Qualified Device" means any personal desktop computer,portable computer, workstation, or similar device that is used by or for the benefit of Enrolled Affiliate's Enterprise., It;;does not include: (1) any computer that is designated as,a server and not used as a personal compu Her, s(2), any fr dustry Device, (3) any device running an e , edged operating systern (e.g., Windows Phone";7)! thatr foes not.access a virtual desktop infrastrucWre�f C`.(4)''any device that is not managed`'''and/or��controfledfei)he"rr„directly or indirectly by EnrolledAffilrates Enterprise. ' Enrolled Affiliate' may include as aQualfie'd' Device, any device which would be ekcI'uded'above,(�e.g. Industry Device). " ' '' "Qualified user" means a person (e.g:;'employee;' consultant, coriltingent Staff) who: (1) is a user of a Qualified Device, or (2) accesses any server software requi^rI,ng=an Enterprise Product Client Access License or any Enterprise Online Service. It does net includa a person,' who' accesses server software or an Online Service solely under a License identified iii the, Qualified User exemptions in the Product List. "Reserved License" means for an Online Service identified as eligible for true -ups in the Product List, the License reserved by Enrolled Affiliate prior to use and for which Microsoft will make the Online Service avaiiabl fox activation. vtigATransition' 'means the conversion of one or more License to or from another License(s). Products eligible tror Transition and permitted Transitions are identified in the Product List. "Transition Period" means the time between the Transition and the next Enrollment anniversary date for which the Transition is reported. 2. Purpose. This Enrollment enables Enrolled Affiliate's Enterprise to obtain, or subscribe to, Licenses for Enterprise Products, Enterprise Online Services, and Additional Products. Enrolled Affiliate may choose between on -premise software and Online Services as well as the ability to transition Licenses to Online Services while maintaining Enterprise -wide coverage. Additionally, Enterprise Online Services may be purchased without Enterprise -wide coverage. 3. Product Use Rights, Qualifying Systems Licenses and Transitions. In addition to applicable terms of the Enterprise Agreement, the following terms apply to this Enrollment: EA2011EnrGov(US)SLG(ENG)(Ju12011) Page 2 of 14 Document X20-02113 a. Product Use Rights. For Enterprise Products, if a new Product version has more restrictive use rights than the version that is current at the start of the applicable initial or renewal term of the Enrollment, those more restrictive use rights will not apply to the Enrolled Affiliate's use of that Product during the term. b. Qualifying systems Licenses. The operating system Licenses granted under this program is upgrade Licenses only. Full operating system Licenses are not available under this program. If Enrolled Affiliate selects any Desktop Platform, Windows Desktop Operating System Upgrade, or Windows Intune, all Qualified Devices on which Enrolled Affiliate expects to run the Windows Desktop Operating System Upgrade must be licensed to run, and have installed on them, one of the qualifying operating systems identified in the Product List. Note that the list of operating systems that qualify for the Windows Desktop Operating System Upgrade varies with the circumstances of the order. That list is more extensive at the time of the initial order than it is for some subsequent orders and system refreshes during the term of this Enrollment. Exclusions are subject to change when new versions of Windows are released. For example: The following are not considered qualifying operating systems: (1) ANY Windows Home or Starter edition; (2) Embedded Systems; and (3) Linux. These are examples of exclusions only and may change. Please see Product List for all current qualifying operating systems c. Transitions. The following requirements apply to Transitions: (i) Licenses with active Software Assurance or Subscription'Lic ses nay,be Transitioned at any time if permitted in the Product List. While Enro ladtAf iJiate may'Transition any time, it will not beable to reduce Licenses or associated Softiirare-Asssu ce"prior to the end of thelTfansition-Period. y �. (ii) If a "Transition is made back to a„License that had active.°Saftw'are.,Assurance.,as",of,the date of Transition, then S'oft*are'" Assurance wit need. toM ibe're-ordered 'for ,al1l such Licenses on a prospective basis; following the Transition,b""eriod. Software Assurance coverage "may not exceed the;° quantity" of"perpetual Licenses ,fo'r which Software Assurance was current at the time°of 'a,ny,. prior,°�Transitiot , Software Assurance may not be applied to Licenses transferred by Enrolled Affiliate. 4 (iii) If a device -based License is Transitioned to a user -based License, all users of the device must be licensed as part of the Transition. AA If a user -based License is Transitioned to a device -based License, all devices accessed by the user must be licensed as part of the Transition. d. Effect of Transition on Licenses. Transition will not affect' Enrolled Affiliate's rights in perpetual Licenses paid in full. (i) New version rights will be granted for perpetual Licenses covered by Software Assurance up to the end of the Transition Period. (ii) For L&SA not paid in full at the end of the Transition Period, Enrolled Affiliate will have perpetual Licenses for a proportional amount equal to the total of installments paid versus total amounts due (paid and payable) for the Transitioned Product. (iii) For L&SA not paid in full or granted a perpetual License in accordance with the above or Subscription Licenses, all rights to Transitioned Licenses cease at the end of the Transition Period. 4. Pricing. a. Price Levels. For both the initial and any renewal term Enrolled Affiliate's Price Level for all Products ordered under this Enrollment are subject to Section 2(e)(i) of the Enterprise EA2011 EnrGOv(US)SLG(ENG)(JUI2011) Page 3 of 14 Document X20-02113 Agreement, as amended, throughout the term of the Enrollment. Price Level's will be captured in the Product Selection Form. b. Setting Prices. Enrolled Affiliate's prices for each Product will be established by its Reseller. Microsoft's prices for Resellers are fixed throughout the Enrollment term based upon current prices at the time of the initial order for the Product This includes the following: (i) Any future pricing (if applicable); and (ii) Prices for Transitions, including any prices related to the use of a Product during the Transition Period (if applicable). 5. Order requirements. a. Minimum Order Requirements. Except as may be otherwise agreed to in writing, Enrolled Affiliate's Enterprise must have a minimum of 250 Qualified Users or Qualified Devices. (i) Initial Order. Initial order must include at least 250 Licenses from one of the four groups outlined in the Product Selection Form. (ii) If choosing Enterprise Products. If choosing Enterprise Products in a specific group outlined in the Product Selection Form, Enrolled Affiliate's initial order must include an Enterprise -wide selection of one or more Enterprise,, Products or a mix of Enterprise Products and corresponding Enterprise Online Services;for fh' troup. Irc .ry4 (iii) Additional Products. Upon satisfying, the, mini 'orals Affiliate may order Additional Products:,, (iv) Country,�,,ok Enrolled Affiliate must specify th used'brfifts tnifsl order and on any'additiorial orders. b. Adding Products, ementskabove, Enrolled (i) Adding new Products not. previously *rordered Enrolled ,Affiliate may add new Enterprise Products by entering,,into,aknew, EprollmentJ:or,'as part' of a renewal. New Enterprise Online Services may be addea" by,°`contActing', a Reseller. New Additional Products, other than Online Services'i',riay tie used if an order is placed in the month the Product is first used. For Additional Products that are Online Services, an initial order for the Online Service is required prior to use ii) •Adding Licenses for previously ordered Products. Additional Licenses for previously ordered Products must be included in the next true -up order. Enrolled Affiliate must Licenses for Online Services prior to use, unless the Online Services are (1) identified as eligible for true -up in the Product List or (2) included as part of other Licenses (e g., Enterprise CAL). c. True -up orders. Enrolled Affiliate must submit an annual true -up order that accounts for changes since the initial order or last true -up order, including: (1) any increase in Licenses, including any increase in Qualified Devices or Qualified Users and Reserved Licenses; (2) Transitions (if permitted); or (3) Subscription License quantity reductions (if permitted). Microsoft, at its discretion and as permitted by applicable law, may validate the customer true -up data submitted through a formal product deployment assessment, using an approved Software Asset Management ('SAM') Partner. The true -up order must be received by Microsoft between 60 and 30 days prior to the Enrollment anniversary date. The third -year anniversary true -up order is due within 30 days prior to the Expiration Date. Enrolled Affiliate may true -up more often than at each Enrollment anniversary date except for Subscription License reductions (i) Enterprise Products. Enrolled Affiliate must determine the current number of Qualified Devices and Qualified Users (if ordering user -based Licenses) and order the License difference (if any), including any Enterprise Online Services. EA2011EnrGov(US)SLG(ENG)(Ju12011) Page 4 of 14 Document X20-02113 (ii) Additional Products. For Products which have been previously ordered, Enrolled Affiliate must determine the Additional Products used and order the License difference (if any). (iii) Online Services. For Online Services identified as eligible for true -up orders in the Product List, Enrolled Affiliate must first reserve the additional Licenses prior to use. Microsoft will provide a report of Reserved Licenses in excess of existing orders to Enrolled Affiliate and its Reseller. Reserved Licenses will be invoiced retroactively for the prior year based upon the month in which they were reserved. (iv) Late true -up order. If the true -up order is not received when due: 1) Microsoft will invoice Reseller for all Reserved Licenses not previously ordered. 2) Transitions and Subscription License reductions cannot be reported until the following Enrollment anniversary date (or at Enrollment renewal, as applicable). (v) Transitions. Enrolled Affiliate must report all Transitions. Transitions may result in an increase in Licenses to be included on the true -up order and a reduction of Licenses for prior orders. Reductions in Licenses will be effective at end of the Transition Period Associated invoices will also reflect this change. (vi) Subscription License Reductions. Enrolled Affiliate may reduce the quantity of Subscription Licenses on a prospective basis if permitted in the Product List as follows: 1) For Subscription Licenses part of an Enterprise,wide;r,lc„om itpint, Licenses may be reduced if the total quantity of Licenses and Software As urance,for an applicable group mee s� r exceeds the qua(ity of Qualifed De4Raleritifiedf�on the Product Selectio (?Fralt, Step-up Licenses do not count towards'.th s total count W C t xfl 43 Step-up . xh"'" r ,i': s*, Rj f ha" 2) Fdrr,�Enierprise Online',i Services not, a part of arr,, Enterprise -wide bor ryutment, Licenses can be "reduced as,long' as the Initialxojrder minimum, requirements' are maintained. `' 3) For Additional Products avaiiai e, as `SubScr'iptiop L cen�ses, Enrolled Affiliate may reduce the Licenses If therLIcertsenCount is`:reduc-edd;to zero, then Enrolled Affiliate's use of the applicable Subscriptitii'SLYcense'vvill be cancelled. Invoices will be adjusted to reflect any reductions in Subscription Licenses at the true -up order,Enrollment anniversary date and effective as of such date. vii)Update statement. An update statement must be' submitted instead of a true -up order if, as of the initial order or last true -up order, Enrolled Affiliate's Enterprise has not: (1) changed the number of Qualified Devices and Qualified Users licensed with Enterprise Products or Enterprise Online Services; and (2) increased its usage of Additional Products. This update statement must be signed by Enrolled Affiliate's authorized representative. The update statement must be received by Microsoft between 60 and 30 days prior to the Enrollment anniversary date. The last update statement is due at least 30 days prior to the Expiration Date. d. Step-up Licenses. For Licenses eligible for a step-up under this Enrollment, Enrolled Affiliate may step-up to a higher edition or suite as follows: (i) For step-up Licenses included on an initial order, Enrolled Affiliate may order according to the true -up process. (ii) If step-up Licenses are not included on an initial order, Enrolled Affiliate may step-up initially by following the process described in the Section titled "Adding new Products not previously ordered," then for additional step-up Licenses, by following the true -up order process. EA2011EnrGov(US)SLG(ENG)(Ju12011) Page 5 of 14 Document X20-02113 (iii) If Enrolled Affiliate has previously ordered an Online Service as an Additional Product and wants to step-up to an Enterprise Online Service eligible for a Transition, the step-up may be reported as a Transition. (iv) If Enrolled Affiliate Transitions a License, it may be able to further step-up the Transitioned License. If Enrolled Affiliate chooses to step-up and the step-up License is separately eligible to be Transitioned, such step-up Licenses may result in a License reduction at the Enrollment anniversary date following the step-up. 6. Payment terms. For the initial or renewal order, Enrolled Affiliate may pay upfront or elect to spread its payments over the applicable Enrollment term. If spread payments are elected, unless indicated otherwise, Microsoft will invoice Enrolled Affiliate's Reseller in three equal annual installments. The first installment will be invoiced upon Microsoft's acceptance of this Enrollment and on each Enrollment anniversary date. Subsequent orders are invoiced upon acceptance of the order and Enrolled Affiliate may elect to pay annually or upfront for Online Services and upfront for all other Licenses. 7. End of Enrollment term and termination. a. General. At the Expiration Date, Enrolled Affiliate must immediately order and pay for Licenses for Products it has used but has not previously, stabrmltted an order, except as otherwise provided in this Enrollment. b. Renewal O tion. ,° ' p � '$ the Expiration Date' Enrolled Affiyh�te,c`an�'' ��i'u,,E?ro�lueis,b"y renewing the Enrollment o �o�ea,additional 36 full'calendar month,'term, or_,si nin : anew Enrollment. Microsoft s j„eceive el` Product Selection Form, and;' renewalt'o"rde ! p or to',or3u at the Expiratidr�r Date. The •rene al'term%_ will��start' on, the di , fotf"Iar in they Ex 'iratiorf'` ate. ^' � , ,�.� . � �„ Q, ��,���,� : fi•. p.�;� � .'��D >,,,Mjcrosoft will `not unreasonably , -reject any, renewal. icrosoft', ay make a change to this program that will make it necessaryforCustomer an a its rolle Affiliates to enter into new Agreements and Enrollments. c. If Enrolled Affiliate elects not to renew (i) Software Assurance. If Enrolled Affiliete'•elects not to renew Software Assurance for any Prodta"ct ,,under its Enrollment, then Enrolled Affiliate will not be permitted to order Software Assurance later without first acquiring L&SA, ''1(ii) Online Services eligible for an Extended Term. For Online Services identified as eligible for an Extended Term in the Product List, the following options are available at the end of the Enrollment initial or renewal term. 1) Extended Term. Licenses for Online Services will automatically expire in accordance with the terms of the Enrollment. An extended term feature that allows Online Services to continue month -to -month ("Extended Term") is available. During the Extended Term, Online Services will be invoiced monthly at the then -current published price for Enrolled Affiliate's price level as of the Expiration Date plus a 3% administrative fee for up to one year. If Enrolled Affiliate does want an Extended Term, Government Partner must submit a request to Microsoft. Microsoft must receive the request not less than 30 days prior to the Expiration Date 2) Cancellation during Extended Term. If Enrolled Affiliate has opted for the Extended Term and later determines not to continue with the Extended Term, Government Partner must submit a notice of cancellation for each Online Service. Cancellation will be effective at the end of the month following 30 days after Microsoft has received the notice. (iii) Online Services not eligible for an Extended Term. If Online Services are not identified as eligible for an Extended Term in the Product List, the Licenses will be EA2011 EnrGov(US)SLG(ENG)(JuI2011) Page 6 of 14 Document X20-02113 cancelled and will terminate as of the Expiration Date. Any associated media must be uninstalled and destroyed and Enrolled Affiliate's Enterprise must discontinue use. Microsoft may request written certification to verify compliance. (iv) Customer Data. Upon expiration or termination of a License for Online Services, Enrolled Affiliate must tell Microsoft whether to: 1) disable its account and then delete its Customer Data ("Data Deletion"); or 2) retain its Customer Data in a limited function account for at least 90 days after expiration or termination of the License for such Online Service (the "Retention Period") so that Enrolled Affiliate may extract its Customer Data. 3) If Enrolled Affiliate indicates Data Deletion, Enrolled Affiliate will not be able to extract its Customer Data. If Enrolled Affiliate indicates it wants a Retention Period, Enrolled Affiliate will be able to extract its Customer Data through Microsoft's standard processes and tools, and Enrolled Affiliate will reimburse Microsoft if there are any applicable costs to the extent allowed by applicable law. If Enrolled Affiliate does not indicate either Data Deletion or a Retention Period, Microsoft will retain Enrolled Affiliate's Customer Data in accordance with the Retention Period. 4) Following the expiration of the Retention Period, Microsoft will disable Enrolled Affiliate's account and then delete its Customer Data. ,14 5) Enrolled Affiliate agrees that, other than as describer, above,, Microsoft has no obligation to continue to hold, export or return Enro eci ' iliate's Customer Data. Enrolled Affil'ate agrees Microsoft' has no liability, what' v ,for deletion „of Enrolled Affiliate's Cijmer Data pursuant to these term* d. Termination:. _, b' ara _� ` � :7 r rr-,,,.::. ' ' ,,,• ;u , M ^��sJF::; 2?T.� , 2 r (I) = Termination for causes,, Either party toff an ,iprollt'rterpt„tray, ferrninae„-itx°if.the other party materially breaches its obligations rider' this `agreeme t, inc uding any obligation to submit °orders or pay invoi�es°(even if such non-payment is caused by non -appropriation, of funds);;; ?icepfviiiere-,the breach is by its nature not curable within 30 days :tl e: terrhiriatirig,', party must give'the other party 30 days notice and opportunity'torcure..° ,°,'` (ii) The parties acknowledge and agree that the State of Florida's performance and obligation to pay under this Agreement is contingent_ upon an annual appropriation by the Legislature. In the event funds are not appropriated by the Legislature, the State of Florida will provide 30 days written notice to Microsoft of such non -appropriation and intent to terminate any applicable Enrollments: (iii) (iii) Early termination. If (1) an Enrolled Affiliate terminates its Enrollment as a result of a breach by Microsoft, or (2) if Microsoft terminates an Enrollment because the Enrolled Affiliate has ceased to be an Affiliate of Customer, or (3) Enrolled Affiliate terminates an Enrollment for non - appropriation of funds, or (4) Microsoft terminate an Enrollment for non-payment due to non -appropriation of funds, then the Enrolled Affiliate will have the following options: • It may immediately pay the total remaining amount due, including all installments, in which case, the Enrolled Affiliate will have perpetual rights for all Licenses it has ordered, or • It may pay only amounts due as of the termination date, in which case the Enrolled Affiliate will have perpetual Licenses for 1) all copies of Products (including the latest version of Products ordered under SA coverage in the current term) for which payment has been made in full, and 2) the number of copies of Products it has ordered (including the latest version of Products ordered under Software Assurance coverage in current term) that is proportional to the total of EA2011EnrGov(US)SLG(ENG)(Ju12011) Page 7 of 14 Document X20-02113 installment payments paid versus total amounts due (paid and payable) if the early termination had not occurred Nothing in this section shall affect perpetual License rights acquired either in a separate agreement or in a prior term of the terminated Enrollment (iv) Effect of termination or expiration. When an Enrollment expires or is terminated, ■ Enrolled Affiliate must order Licenses for all copies of Products it has run for which it has not previously submitted an order. Any and all unpaid payments or any order of any kind, including subscription services, remain due and payable. Except as provided in the subsection titled "Early termination," all unpaid payments for Licenses immediately become due and payable. • Enrolled Affiliate's right to Software Assurance benefits under this agreement ends if it does not renew Software Assurance. (v) Modification or termination of an Online Service for regulatory reasons. Microsoft may modify or terminate an Online Service where there is any current or future government requirement or obligation that: (1) subjects Microsoft to any regulation or requirement not generally applicable to businesses operating there; (2) presents a hardship for Microsoft to continue operating the Online Service without modification, and/or (3) causes Microsoft to believe these terms or the Online Service may be in conflict with any such requirement or obligation. For example, Microsoft may modify or terminate an°gnli a Service in connection with a government requirement that would 4 cause' M'i 'ro c ft'`lo, be ,regulated as a telecommunications provider,, �'� a5„ (vi) Entefpr , ,Agreement Program updates: `fMicro, Wf(m �pieke a. change to ;, hi,,.program` that, will make it,necessary",for Custorrl r an It nfoilecf°Wbates to e'n ter intornew agraerrlents and Enrollnlrnt's; �j,5"ubscription ice'ses;� ri��the event of ,a breech ` b`y ,T i) rosoft, Microsgft, will,r� ssue Reselrler "a 'credit, for any amount paid in`advance that,would apply after ttfq'' a a of termination. EA2011EnrGov(US)SLG(ENG)(Ju12o11) Page 8 of 14 Document X20-02113 Enrollment Details 1. Enrolled Affiliate's Enterprise. Identify which Affiliates are included in the Enterprise. Check only one box in this section: El Enrolled Affiliate ❑ Enrolled Affiliate and the following Affiliate(s): ❑ Enrolled Affiliate and all Affiliates, with following Affiliate(s) excluded: Please indicate whetheilthe.Enoiled Affiliates Enter"prie will in aude,al start of this Enrollment:'lnclude°future Affiliated , � '„� 2. Contact information. Each party will notify the other in writing if any orth`e`'informa ion in'"�t e following contact information page(s) changes. The asterisks (*) indicate required 'field» By providin.g',contact information, Enrolled Affiliate consents to its use for purposes of administering this Enrollment by Microsoft, its Affiliates, and oth pt i5t w a$.help administer this Enrollment. The personal information, provided in connection with this'i Eriti limenf will be used and protected in accordance lwith the' privacy statement available at httpsi!/www.micr'osoft com/licensing/servicecenter. tflliates"acl r2d aftr, the a. Primary contact. This contact is the primary contact for the Enrollment from within Enrolled Affiliate's Enterprise. This contact is also an Online Administrator for the Volume Licensing Service Center and may grant online access to others. Name of entity (must be legal entity name)* City of Key Biscayne Contact name* First Jose Last Calvo Contact email address* jrcalvo@kbpd.net Street address* 88 W McIntyre St City* Key Biscayne State/Province* FL Postal code* 33149 - (For U.S. addresses, please provide the zip + 4, e.g. xxxxx-xxxx) Country* USA Phone*(305) 365-8990 Fax Tax ID b. Notices contact and Online Administrator. This contact (1) receives the contractual notices, (2) is the Online Administrator for the Volume Licensing Service Center and may EA2011 EnrGov(US)SLG(ENG)(Ju12011) Page 9 of 14 Document X20-02113 grant online access to others, and (3) is authorized for applicable Online Services to add or reassign Licenses, step-up, and initiate Transitions prior to a true -up order. ® Same as primary contact Name of entity* Contact name* First Last Contact email address* Street address* City* State/Province* Postal code* - (For U.S. addresses, please provide the zip + 4, e.g. xxxxx-xxxx) Country* Phone* Fax Language preference. Choose the language for notices. English O This contact is a third party (not the Enrolled Affiliate). Warning: This contact receives personally identifiable information of the Customer and its Affiliates. c. Microsoft Account Manager. Microsoft Account Manager for this Enrolled Affiliate is: Microsoft account manager name: Microsoft account manager email address: d. Media delivery contact (DO NOT COMPLETE, IF. ATTACHING' MEDIA ELECTION FORM). This is the contact at the ship to/electronic delivery address. � '�" n '` ® Same as note e J ontact and Online Administrator"'' Name of entl / "`�isa�i� *�3 �I Contact Via* F rsX Last* ContactO: ai taddr'ess re uir d for, online access r Street address (no PO bo s accep ed)*'- Ciy* State/Province*` 4' Postal code*' - (For U.S. addresses, please providet=he"M +4 °e:g kxxxx xxxxx Country* �;�� Phone* Fax e. Online Services Manager. This contact is authorized to .manage the Online Services k ;f 1ordeFed under the Enrollment and (for applicable Online Services) to add or reassign '$' ,Licenses, step-up, and initiate Transitions prior to a true -up order. ® Same as notices contact and Online Administrator Name of entity* Contact name*: First Last Contact email address* Street address* City* State/Province* Postal code* Country* Phone* Fax ❑ This contact is from a third party organization (not the entity). Warning: This contact receives personally identifiable information of the entity. f. Reseller information. Reseller contact for this Enrollment is: Reseller company name* SHI International Corp Street address (PO boxes will not be accepted)* 290 Davidson Ave City* Somerset State/Province* NJ Postal code* 08873 Country* USA Contact name* Daniel Bellinger EA2011EnrGov(US)SLG(ENG)(Ju12011) Page 10 of 14 Document X20-02113 Phone* 813-340-5677 Fax Contact email address* daniel_bellinger@shi.com The undersigned confirms that the information is correct. Name of Reseller* SHI International Signature* Printed name* Printed title* Microsoft Contracts Specialist Date* Changing a Reseller. If Microsoft or the Reseller chooses to discontinue doing business with each other, Enrolled Affiliate must choose a replacement Reseller. If Enrolled Affiliate or the Reseller intends to terminate their relationship, the initiating party must notify Microsoft and the other party using a form provided by Microsoft at least 90 days prior to the date on which the change is to take effect. g. If Enrolled Affiliate requires a separate contact for any of the following, attach the Supplemental Contact Information form. Otherwise, the notices contact and Online Administrator remains the default. • Additional notices contact • Software Assurance manager • Subscription S- ager • CustomeS pq til hanager (CSM) contact ;' r g 3. Financing elections. Is a purchase under this Enrollment being financetl,throuIt , gh'.MSaFiriancing. EA2011EnrGov(US)SLG(ENG)(Ju12011) Page 11 of 14 Document X20-02113 Enterprise and Enterprise Subscription Enrollment Product Selection Form — Amendment ID CTM-SplitCC The following Amendment replaces the standard Enterprise and Enterprise Subscription Enrollment Product Selection Form and Amends the "Order Requirements" Section of the Enrollment. This Amendment enables the Enrolled Affiliate the ability to meet the initial Enrollment Order requirements with Products other than Enterprise Products and Enterprise Online Services Products. These Products are captured under the Platform Option of "Enterprise Product Components" specified in Step 1 below. Enrolled Affiliate may select "Enterprise Product Components" for all Qualified Users/Devices without the requirement of also having Enterprise Products or Enterprise Online Services specified on this Amendment. Step 1. Please indicate whether Enrolled Affiliate is ordering Enterprise Products or Enterprise Online Services on the initial enrollment order. Choose both if applicable. ❑■ Enterprise Products. Choose platform option: Professional Desktop Qualified Devices: 50 ❑ Enterprise Online Services Qualified Users: 50 Step 2. Select the Products' andsQuantities Enrolled Affiliate is, olydef n on itsai ttialPEnrollment Order. Quantityu i,a�ra no' Include any, Licenses;'which°Enrolled' Affili 't :'has. e f ��optional � Hof; ,. �. , . �� � � .r ,+; t °� � �r. future use,' or which it• is.transitio n orste in u within �� �l9 _may pP 9 p p Imetl�teirtriRo ow hich theLEhrolled Affiliate has aip, opts n to'tr`an1 ition or•,step-upshouI µ e 's`ted.in fep 3 . Products2 TOMB ='Pfafellic nat°i'Rius .µ, 1 . . ;. ,.sa ', . ,,W,',4 IV, °, ; Quantity Office Pro Plus 50 Office Pro Plus for Office 365 Office Standard ;bOffiC6165;Plans? ''' ', Imv, ,, ' v Office 365 (Plan El) Office 365 (Plan E2) Office 365 (Plan E3) Office 365 (Plan E4) EA2011 EnrGov(U$)SLG(ENG)(JuI2011) Page 12 of 14 Document X20-02113 Products2 Oir y xi �. .',. . C> ; xt 1 0 •o 1_ 1, d iire fa"'iTir Quantity se CAi ; n • Core CAL, including Bridge CAL's (if applicable) Core CAL 50 Core CAL Bridge for Office 365 Core CAL Bridge for Windows lntune Core CAL Bridge for Office 365 and Windows Intune ❑ Enterprise CAL (ECAL) ECAL ECAL Bridge for Office 365 ECAL Bridge for Windows Intune ECAL Bridge for Office 365 and Windows Intune The Client Access License selection must be the same across the Enterprise. Specify whether licensing CAL er Device or User: User I 'k3Ni' SYtY YIK %� #d a9t«e ti 4i5d�j4MG'� X6a PY`E"Y � ✓;b',* Y 14' MW' tlYgjdtNktld✓iktc5ts 3a on a pirf ,,, . . uci:C�p�? iits Grose ,1. or multr°pl6 CQm`ponerits ,., . 14 ❑ Windows CAL ❑ Exchange Standard CAL ❑ SharePoint Standard CAL ❑ Lync Server Standard CAL ❑ System Center Configuration ManagerClient ML: °,°� � � ❑ Forefront End Point Protection ` `' ❑ Windows, Remote Desktop Services"CAL '°r7 � �. ,, ❑ Exchan ;Enterprise CAL ' '`. �""' 0_Sl ar g'8i it'E'nterprise CAL ' 1, ';xr ❑ L ridiS flier Enterprise CAL •h ,r ❑'System Center`ClientrOffegernent Suite`IVIL f ' . =�d f;".'°� . ❑ Forefront Protection SuitlTh <_. ,t�is '', ti ❑ Forefront Unified `AccesCGateway CALP„ o- ��;' �z ec.Mx . era ,wro�u� The Client Access License selection rriust°be:th sam,across Ihe,, nterprise.`Specify whether licensing CAL per Device or User: User " 1,,` �°" r� `4'a� ' Windows Desktop^ha�l`^a'` �� ,��, ,. �,, .. G,,.�, .,,,-f.,•.�,•� . = ' ,4,,,t ,,, '"IergAtt a• „ , Windows OS Upgrade Windows VDA ,Windows- Inturi6" ir i,-,' • ,, _, Windows Intune Windows lntune Add-on' ',Otliei. Enterprise Prodti'ots w , :',,: ! ,,y;' ,. r. Microsoft Desktop Optimization Pack (MDOP)4 If selecting Windows Desktop or Windows Intune option, Enrolled Affiliate acknowledges the following: a. The Windows Desktop Operating System Upgrade licenses offered through this Enrollment are not full licenses. The Enrolled Affiliate and any included Affiliates have qualifying operating system licenses for all devices on which the Windows Desktop Operating System Upgrade or Windows Intune licenses are run. b. In order to use a third party to reimage the Windows Operating System Upgrade, Enrolled Affiliate must certify that Enrolled Affiliate has acquired qualifying operating system licenses. See the Product List for details. Step 3. Indicate new Enterprise Products and Online Services Enrolled Affiliate has selected for optional future use where not selected on the initial enrollment order (above): EA2011 EnrGov(US)S LG(ENG)(J u12011) Page 13 of 14 Document X20-02113 Products2 ❑ Office Pro Plus for Office 365 ❑ Office 365 (Plan El) ❑ Office 365 (Plan E2) ❑ Office 365 (Plan E3) ❑ Office 365 (Plan E4) ❑ Enterprise CAL (ECAL) Step-up, including Bridge CALs ❑ Windows Intune ❑ Windows Intune Add-on' Step 4. Establish the Enrolled Affiliate's Price Level. Enrolled Affiliate must first count the quantity of Software Assurance and Licenses in each of the groups as described below by using the quantities entered in the above table. If Enrolled Affiliate does not order an Enterprise Product or Enterprise Online Service associated with an applicable Product pool, the price level for Additional Products in the same pool will be price level "D" throughout the term of the Enrollment. Do not include Bridge CALs, as License quantities are determined by the corresponding Enterprise Online Service(s). Products Price Qty from above Group Office Professional Plus + Office Professional Plus for Office 365 + Office 365 (Plans E2 —E4) Client Access License + Office 365 (Plans_E ,ATV t Enterprise Procjuct Q , pQnerits . Client Acces "` tcense'+ Windows' Intune`Add=on+' Windows Intune'ly � ti erprise Product Components Windows Desktop Upgrade'+ Windows VDA + Windows Intune 1 2;. 4, 50 50 50 50 Qty 250 and Above Price Level D Product Offering/Pool Price Level Enterprise'Products and Enterprise Online Servioes: Set price level using the highest quantity from Groups 1 through 4 Additional Product Application Pool: Set price level using quantity fromGroup 1 ;Additional Product Server Pool: Set price level using the highest quantity from ' Group 2 or 3 Additional Product Systems Pool: Set price level using quantity from Group 4 D D D D 1 Enterprise Online Services may not be available in all locations Please see the Product List for a list of locations where these may be purchased z Additional Products may be included on the order, but are not selected on this form 3Windows Intune Add-on requires purchase of Windows OS Upgrade or Windows VDA. 4 MDOP requires purchase of Windows OS Upgrade, Windows VDA, or Windows Intune nat'ure=folrr EA2011 EnrGov(US)SLG(ENG)(Ju12011) Page 14 of 14 Document X20-02113 Miciosoft.IVolume Licensing Enterprise Enrollment Amendment ID W29 1. On the first page of the Enrollment, the following is added after the second paragraph: By entering into this Enrollment, the Enrolled Affiliate agrees that (1) it also has 250 or more Qualified Devices or Qualified Users; or (2) as a condition of entering into this Enrollment with 25- 249 Qualified Devices or Qualified Users, Enrolled Affiliate has elected not to receive CD ROMs as part of the Enrollment and therefore no CD ROMs will automatically be shipped. If Enrolled Affiliate is enrolling with 25-249 Qualified Devices or Qualified Users and it would like to receive CD ROM Kits and updates, Enrolled Affiliate may order these through its Reseller for a fee. The submission of this Amendment can only be placed against a 2011 Enterprise Agreement or an Enrollment that has the Updated EA Amendment terms and conditions applied. The submittal of this Amendment may not be contingent on submittal of a new Enterprise Agreement. 2. Section 5a of the Enrollment titled "Order Requirements", is hereby amended and restated in its entirety with the following: a. Minimum Order Requirements. Enrolled Affiliate's Enterprise must have a minimum of 25 Qualified Users or Qualified Devices. "�;a u= "„ ' ' (i) Initial Order. Initial order must include at least 25 Licenses `rom one of the four groups outlined in th nduct Selection Forrn3," 'orfy � "I 44, (ii) If choos'i i erprise Products. If choosing Enterprise'rroduct ' in'a.,speCif 5- group tfk outlir� i� t e ,Product 'Selection ,Form, Enrolled,,Aff late s°°inttlal orders r u t,lnclud,e an E°nte'rperse=wide selection o ,oneior more Enterp„rise:Floducts'or `a'mix;of Enterprise Products and corresponding Enter"prise`Online,Seri�nces r th t group., " �" (iii) Additional Products. Upon satisfying" the'rpinimum orc or„ requirements above, Enrolled Affiliate may order Additional Product ..:_,1 "5•" (iv) Country of Usage. Enrolled Affiliate)musfspecify the countries where Licenses will be used"on its initial order and on any additional"orders. are -Assurance renewal. Iepewrng Software Assurance: If Enrolled Affiliate will be renewing Products ,Software Assurance coverage from a separate agreement, check this box. 0 By checking the above box, a new section is added to the Enrollment entitled "Software Assurance addition." Enrolled Affiliate is permitted to and will include in its initial order under this Enrollment Software Assurance quantities from eligible Program's identified in the table below, even though Enrolled Affiliate is not otherwise eligible to order such Software Assurance without simultaneously ordering a License. Enrolled Affiliate agrees that any perpetual Licenses received through the New Software Assurance shall supersede and replace the underlying Licenses, and the underlying Licenses are not to be transferred separately from any Licenses received through the New Software Assurance. Any remaining payment obligations with respect to the underlying Licenses shall continue in effect. EAEnrAmend(Sub250)(Ind)(ENG)(Apr2012) Sub 250 Enterprise Enrollment W29 W Page 1 of 2 Program License ID Number Expiration Date EAEnrAmend(Sub250)(Ind)(ENG)(Apr2012) Sub 250 Enterprise Enrollment W 29 Page 2 of 2