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HomeMy WebLinkAboutItem #06 Approval to Renew the Microsoft Enterprise License Agreement ocoee florida AGENDA ITEM COVER SHEET Meeting Date: October 20, 2015 Item # (19 Reviewed By: / Contact Name: Marjorie Dillingham Department Director: , Contact Number: 407 - 877 -5850 City Manager: WIZ( - Subject: Authorization to renew Microsoft Enterprise License Agreement. Background Summary: On November 6, 2012, the Mayor and City Commission approved a three -year Enterprise Agreement with Microsoft through Software House International (SHI), which is a state contract provider (contract 252 - 001- 09 -1). The term of the agreement is set to expire. The City has the option to update its agreement for another three years. The cost of renewing the agreement will not exceed $50,000 this fiscal year. The Microsoft platform and its software is used by the entire City for communication, printing, electronic storage, remote access, systems management and virtualization. The renewal of the agreement maintains the City's Microsoft server licenses, including Microsoft Exchange, which hosts the City's email accounts and SQL server which is the database management system for many of the City's enterprise applications. The licenses provide for the latest versions of software, cumulative updates and technical support. While cost of individual licenses has increased, the City has been able to decrease the number of server licenses needed through employing consolidated storage thus reducing the overall maintenance cost to Microsoft. The agreement is reviewed annually. Issue: Maintain City's IT infrastructure by renewing its Enterprise Agreement with Microsoft through SHI. Recommendations Staff recommends that the City Commission authorize the continuation of the Microsoft Enterprise License Agreement with SHI or any awarded state replacement contract. 1 Attachments: Microsoft Enterprise Agreement Pricing Proposal Program Signature Form Enterprise Enrollment Form Electronic Document Revision Authorization Financial Impact: The cost of the agreement is $46,650.45 from SHI, the state contract provider for Microsoft software. The cost will be covered by the Equipment and Maintenance Contract account (001- 516 -00- 4606). The yearly cost of the renewal will be budgeted accordingly in the Equipment and Maintenance Contract operating account for future years. Type of Item: (please mark with an "x") Public Hearing For Clerk's Dept Use: Ordinance First Reading X Consent Agenda Ordinance Second Reading Public Hearing Resolution Regular Agenda X Commission Approval Discussion & Direction Original Document/Contract Attached for Execution by City Clerk Reviewed by - N/A Reviewed by City Attorney N/A Reviewed by Finance Dept. tirdid N/A 2 Microsoft Enterprise Agreement Pricing Proposal Florida State Contract # 252- 001 -09 -1 EA line item descr* i tions Price, ::: Ext Price EntCAL ALNG SA MVL UsrCAL wSrvcs 312 $97.00 $30,264.. s ExchgSvrEnt ALNG SA MVL 1 $654.15 $654. PrjctPro ALNG SA MVL wlPrjctSvrCAL 10 $175.80 1111111EM SQLSvrStdCore ALNG SA MVL 2Lic CoreLic 10 $579.00 $5,790.+. VSProwMSDN ALNG SA MVL 1 $303.25 $303.25 WinRmtDsktpSrvcsCAL ALNG SA MVL UsrCAL 20 WinSvrStd ALNG SA MVL 2Proc 29 IEWE $4,131.0 WinSvrStd ALNG License /Software Assurance MVL 2Proc 10 $332.50 IIIIEME Annual Cost S46,650.45 Cost over ear . riod $139,951.35 All pricing herein is customized to meet the unique infrastructure requirements for this client only 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 Ocoee Customer Representative Signature Customer Printed Name and Title John Grogan, Mayor Date (7F1V.'A1(1 )4ARDWA F IN1F(3NA1t N Microsoft• l Volume Licensing Enterprise Enrollment — Custom State and Local Enterprise Enrollment number Proposal ID K451 (Microsoft to complete) Previous Enrollment number Earliest expiring previous (Reseller to complete) 4700454 Enrollment end date 1 10/31 /2015 This Enrollment must be attached to a signature form to be valid. This Microsoft Enterprise Enrollment is entered into between the entities as identified in the signature form as of the effective date. 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) any order submitted under this Enrollment. This Enrollment may only be entered into under a 2011 or later Enterprise Agreement. All terms used but not defined are located at htto: / /www.microsoft.com /licensing /contracts. In the event of any conflict the terms of this agreement control. Effective date. If Enrolled Affiliate is renewing Software Assurance or Subscription Licenses from one or more previous Enrollments or agreements, then the effective date will be the day after the first prior Enrollment or agreement expires or terminates. Otherwise, the effective date will be the date this Enrollment is accepted by Microsoft. If renewing Software Assurance, the Reselier will need to insert the previous enrollment or agreement number and end date in the respective boxes above. Term. This Enrollment will expire on the last day of the month, 36 full calendar months from the effective date unless otherwise renewed. Any reference in this Enrollment to "day" will be a calendar day. Product order. The Reselier will provide Enrolled Affiliate with Enrolled Affiliate's Product pricing and order. Prices and billing terms for all Products ordered will be determined by agreement between Enrolled Affiliate and the Reseller.The Reselier 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. EA2011EnrGov (US)SLG(ENG)(Ju12011) Page 1 of 14 Document X20 -02113 Microsoft I Volume Licensing "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 computer, (2) any Industry Device, (3) any device running an embedded operating system (e.g., Windows Phone 7) that does not access a virtual desktop infrastructure, or (4) any device that is not managed and /or controlled either directly or indirectly by Enrolled Affiliate's Enterprise. Enrolled Affiliate may include as a Qualified Device any device which would be excluded above (e.g., Industry Device). "Qualified User" means a person (e.g., employee, consultant, contingent staff) who: (1) is a user of a Qualified Device, or (2) accesses any server software requiring an Enterprise Product Client Access License or any Enterprise Online Service. It does not include a person who accesses server software or an Online Service solely under a License identified in the Qualified User exemptions in the Product List. "Reserved License" means for an Online Service identified as eligible for true -ups in the Product List, the License reserved by Enrolled Affiliate prior to use and for which Microsoft will make the Online Service available for activation. "Transition" means the conversion of one or more License to or from another License(s). Products eligible for Transition and permitted Transitions are identified in the Product List. "Transition Period" means the time between the Transition and the next Enrollment anniversary date for which the Transition is reported. 2. 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: EA2011 EnrGov(US)SLG(ENG)(Ju12011) Page 2 of 14 Document X20 -02113 Microsoft Volume Licensing 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 Licenses may be Transitioned at any time if permitted in the Product List. While Enrolled Affiliate may Transition any time, it will not be able to reduce Licenses or associated Software Assurance prior to the end of the Transition Period. (ii) If a Transition is made back to a License that had active Software Assurance as of the date of Transition, then Software Assurance will need to be re- ordered for all such Licenses on a prospective basis following the Transition Period. Software Assurance coverage may not exceed the quantity of perpetual Licenses for which Software Assurance was current at the time of any prior Transition. Software Assurance may not be applied to Licenses transferred by Enrolled Affiliate. (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. (iv) 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 EA2011EnrGov (US)SLG(ENG)(Ju12011) Page 3 of 14 Document X20 -02113 Microsoft ° I Volume Licensing 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 that group. (iii) Additional Products. Upon satisfying the minimum order requirements above, Enrolled Affiliate may order Additional Products. (iv) Country of Usage. Enrolled Affiliate must specify the countries where Licenses will be used on its initial order and on any additional orders. b. Adding Products. (i) Adding new Products not previously ordered. Enrolled Affiliate may add new Enterprise Products by entering into a new Enrollment or as part of a renewal. New Enterprise Online Services may be added by contacting a Reseller. New Additional Products, other than Online Services, may be used if an order is placed in the month the Product is first used. For Additional Products that are Online Services, an initial order for the Online Service is required prior to use. (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. EA2011 EnrGov(US)SLG(ENG)(Ju12011) Page 4 of 14 Document X20 -02113 Microsaftl Volume Licensing (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 commitment, Licenses may be reduced if the total quantity of Licenses and Software Assurance for an applicable group meets or exceeds the quantity of Qualified Devices identified on the Product Selection Form. Step -up Licenses do not count towards this total count. 2) For Enterprise Online Services not a part of an Enterprise -wide commitment, Licenses can be reduced as long as the initial order minimum requirements are maintained. 3) For Additional Products available as Subscription Licenses, Enrolled Affiliate may reduce the Licenses. If the License count is reduced to zero, then Enrolled Affiliate's use of the applicable Subscription License will be cancelled. Invoices will be adjusted to reflect any reductions in Subscription Licenses at the true -up order Enrollment anniversary date and effective as of such date. (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. EA2011 EnrGov(US)SLG(ENG)(Ju12011) Page 5 of 14 Document X20 -02113 Miciusoft Volume Licensing (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 submitted an order, except as otherwise provided in this Enrollment. b. Renewal Option. At the Expiration Date, Enrolled Affiliate can renew Products by renewing the Enrollment for one additional 36 full calendar month term or signing a new Enrollment. Microsoft must receive a Product Selection Form and renewal order prior to or at the Expiration Date. The renewal term will start on the day following the Expiration Date. Microsoft will not unreasonably reject any renewal. Microsoft may make a change to this program that will make it necessary for Customer and its Enrolled Affiliates to enter into new Agreements and Enrollments. c. If Enrolled Affiliate elects not to renew. (i) Software Assurance. If Enrolled Affiliate elects not to renew Software Assurance for any Product under its Enrollment, then Enrolled Affiliate will not be permitted to order Software Assurance later without first acquiring L &SA. (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 EA2011EnrGov (US)SLG(ENG)(Ju12011) Page 6 of 14 Document X20 -02113 Microsoft} I Volume Licensing 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. 5) Enrolled Affiliate agrees that, other than as described above, Microsoft has no obligation to continue to hold, export or return Enrolled Affiliate's Customer Data. Enrolled Affiliate agrees Microsoft has no liability whatsoever for deletion of Enrolled Affiliate's Customer Data pursuant to these terms. d. Termination. (i) Termination for cause. Either party to an Enrollment may terminate it if the other party materially breaches its obligations under this agreement, including any obligation to submit orders or pay invoices (even if such non - payment is caused by non - appropriation of funds). 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.. (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 EA2011 EnrGov(US)SLG(ENG)(Ju12011) Page 7 of 14 Document X20 -02113 Microsoft I Volume Licensing 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 Online Service in connection with a government requirement that would cause Microsoft to be regulated as a telecommunications provider. (vi) Enterprise Agreement Program updates. Microsoft may make a change to this program that will make it necessary for Customer and its Enrolled Affiliates to enter into new agreements and Enrollments.For Subscription Licenses, in the event of a breach by Microsoft, Microsoft will issue Reseller a credit for any amount paid in advance that would apply after the date of termination. EA2011EnrGov (US)SLG(ENG)(Ju12011) Page 8 of 14 Document X20 -02113 Microsoft] Volume Licensing Enrollment Details 1. Enrolled Affiliate's Enterprise. Identify which Affiliates are included in the Enterprise. Check only one box in this section: ® Enrolled Affiliate ❑ Enrolled Affiliate and the following Affiliate(s): ❑ Enrolled Affiliate and all Affiliates, with following Affiliate(s) excluded: Please indicate whether the Enrolled Affiliate's Enterprise will include all new Affiliates acquired after the start of this Enrollment: Exclude future Affiliates 2. Contact information. Each party will notify the other in writing if any of the information in the following contact information page(s) changes. The asterisks ( *) indicate required fields. By providing contact information, Enrolled Affiliate consents to its use for purposes of administering this Enrollment by Microsoft, its Affiliates, and other parties that help administer this Enrollment. The personal information provided in connection with this Enrollment will be used and protected in accordance with the privacy statement available at https://www.microsoft.com/licensinp/servicecenter. 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 Ocoee Contact name* First Marjorie Last Dillingham Contact email address* mdillingham @ocoee.org Street address* 150 N Lakeshore Dr City* Ocoee State /Province* FL Postal code* 34761 -2223 (For U.S. addresses, please provide the zip + 4, e.g. xxxxx -xxxx) Country* US Phone* 407 - 905 -3100 x1522 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 EA2011EnrGov (US)SLG(ENG)(Ju12011) Page 9 of 14 Document X20 -02113 Microsoft! Volume Licensing 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 ❑ 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. ® Same as notices contact and Online Administrator Name of entity* Contact name: First* Last* Contact email address (required for online access)* Street address (no PO boxes accepted)* City* State /Province* Postal code* - (For U.S. addresses, please provide the zip + 4, e.g. xxxxx -xxxx) Country* Phone* Fax e. Online Services Manager. This contact is authorized to manage the Online Services ordered under the Enrollment and (for applicable Online Services) to add or reassign Licenses, step -up, and initiate Transitions prior to a true -up order. ►1 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* US Contact name* EA2011EnrGov (US)SLG(ENG)(Ju12011) Page 10 of 14 Document X20 -02113 Microsoft I Volume Licensing Phone* Fax Contact email address* The undersigned confirms that the information is correct. Name of Reseller* SHI International Corp Signature* Printed name* Printed title* 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 • Subscriptions manager • Customer Support Manager (CSM) contact 3. Financing elections. Is a purchase under this Enrollment being financed through MS Financing? ❑ Yes, ® No. EA2011EnrGov (US)SLG(ENG)(Ju12011) Page 11 of 14 Document X20 -02113 Microsoft I Volume Licensing 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: Components only (not full platform) Qualified Devices: 312 Qualified Users: 312 ❑ Enterprise Online Services Step 2. Select the Products and Quantities Enrolled Affiliate is ordering on its Initial Enrollment Order. Quantity may not include any Licenses which Enrolled Affiliate has selected for optional future use, or to which it is transitioning or stepping up within enrollment term. Products for which the Enrolled Affiliate has an option to transition or step -up should be listed in Step 3. Products Quantity Office Professional Plus Office Pro Plus Office Pro Plus for Office 365 Office Standard Office 365 Plans' Office 365 (Plan E1) Office 365 (Plan E2) Office 365 (Plan E3) Office 365 (Plan E4) EA2011 EnrGov(US)SLG(ENG)(Ju12011) Page 12 of 14 Document X20 -02113 Microsoft Volume Licensing Products Quantity Client Access License (CAL). Choose 1 option for either Core CAL or Enterprise CAL ❑ Core CAL, including Bridge CAL's (if applicable) Core CAL Core CAL Bridge for Office 365 Core CAL Bridge for Windows Intune Core CAL Bridge for Office 365 and Windows Intune IZ Enterprise CAL (ECAL) ECAL 312 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 per Device or User: <Choose One> Enterprise Product Components. Choose 1 or multiple Components ❑ Windows CAL ❑ Exchange Standard CAL ❑ SharePoint Standard CAL ❑ Lync Server Standard CAL ❑ System Center Configuration Manager Client ML ❑ Forefront End Point Protection ❑ Windows Remote Desktop Services CAL ❑ Exchange Enterprise CAL ❑ SharePoint Enterprise CAL ❑ Lync Server Enterprise CAL ❑ System Center Client Management Suite ML ❑ Forefront Protection Suite ❑ Forefront Unified Access Gateway CAL The Client Access License selection must be the same across the Enterprise. Specify whether licensing CAL per Device or User: <Choose One> Windows Desktop Windows OS Upgrade Windows VDA Windows Intune Windows Intune Windows Intune Add -on Other Enterprise Products Microsoft Desktop Optimization Pack (MDOP) SQL Server Device CAL SQL Server User CAL 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. EA2011EnrGov (US)SLG(ENG)(Ju12011) Page 13 of 14 Document X20 -02113 Microsoft Volume Licensing 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): Products • Office Pro Plus for Office 365 ❑ Office 365 (Plan El) ❑ Office 365 (Plan E2) El Office 365 (Plan E3) El 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 Price Qty from above Qty Group Level Office Professional Plus + Office 250 and Professional Plus for Office 365 + 1 Above D Office 365 (Plans E2 —E4) Client Access License + Office 365 (Plans E1 -E4) + Enterprise 2 312 Product Components Client Access License + Windows Intune Add -on + Windows Intune + 3 312 Enterprise Product Components Windows Desktop Upgrade + 4 Windows VDA + Windows Intune Product Offering /Pool Price Level Enterprise Products and Enterprise Online Services: Set price level using the D highest quantity from Groups 1 through 4 Additional Product Application Pool: Set price level using quantity from Group 1 D Additional Product Server Pool: Set price level using the highest quantity from D Group 2 or 3 Additional Product Systems Pool: Set price level using quantity from Group 4 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. 2 Additional Products may be included on the order, but are not selected on this form. 3 Windows 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. This form must be attached to a signature form to be valid. EA2011EnrGov (US)SLG(ENG)(Ju12011) Page 14 of 14 Document X20 -02113 ▪ . ▪ Microsoft Volume Licensing Program Signature Form MBA/MBSA number UO275474 Proposal ID Agreement number 01 E73214 Note: Enter the applicable active numbers associated with the documents below. Microsoft requires the associated active number be indicated here, or listed below as new. For the purposes of this form, "Customer" can mean the signing entity, Enrolled Affiliate, Government Partner, Institution, or other party entering into a volume licensing program agreement. 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 Number or Code <Choose Agreement> Document Number or Code <Choose Agreement> Document Number or Code <Choose Agreement> Document Number or Code <Choose Agreement> Document Number or Code <Choose Agreement> Document Number or Code Enterprise Enrollment X20 -02113 (K451) <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 Document Description Document Number or Code Document Description Document Number or Code Document Description Document Number or Code Document Description Document Number or Code Document Description Document Number or Code 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. Customer Name of Entity (must be legal entity name)* City of Ocoee Signature* Printed First and Last Name* John Grogan Printed Title Mayor Signature Date* Tax ID * indicates required field ProgramSignForm( MSSign)( NA ,LatAm)ExBRA,MLI(ENG)(Aug2014) Page 1 of 2 Microsoft Affiliate Microsoft Corporation Signature Printed First and Last Name Printed Title Signature Date (date Microsoft Affiliate countersigns) Agreement Effective Date (may be different than Microsoft's signature date) Optional 2nd Customer signature or Outsourcer signature (if applicable) Customer Name of Entity (must be legal entity name)* Signature* Printed First and Last Name* Printed Title Signature Date* * indicates required field Outsourcer Name of Entity (must be legal entity name)* Signature* Printed First and Last Name* Printed Title Signature Date* * indicates required field If Customer requires physical media, additional contacts, or is reporting multiple previous Enrollments, include the appropriate form(s) with this signature form. After this signature form is signed by the Customer, send it and the Contract Documents to Customer's channel partner or Microsoft account manager, who must submit them to the following address. When the signature form is fully executed by Microsoft, Customer will receive a confirmation copy. Microsoft Corporation Dept. 551, Volume Licensing 6100 Neil Road, Suite 210 Reno, Nevada 89511 -1137 USA ProgramSignForm( MSSign)( NA ,LatAm)ExBRA,MLI(ENG)(Aug2014) Page 2 of 2