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Ordinance 10-1941 ORDINANCE NO. 10 -1941 AN ORDINANCE OF THE CITY OF LONGWOOD, FLORIDA, APPROVAL OF MULTI -YEAR CONTINUING SERVICES CONTRACT WITH SHI, INTERNATIONAL CORPORATION, P OVIDING FOR CONFLICTS AND SEVERABILITY AND AN EFFECTIVE [I. ATE. Whereas, the City of Longwood desires utilizing a continuing services contract agreement to provide for a Microsoft Enterprise Agreement, and Whereas, the Charter for the City of Longwood, Florida provides that contracts that extend beyond the current fiscal year must be approved by Ordinance, Whereas, the provision of continuing services for the outlined professional disciplines is in the public interest to provide quality service; NOW, THEREFORE, BE IT ORDAINED BY THE CITY CJ MMISSIII N OF TH CITY SF LONGWOOD, FLORIDA, AS FOLLOWS: Section 1: Annual cost analysis was performed as required under Florida State Procurement Rules and Regulations, Section 2: The contract is a State of Florida approved vendor contract with Contract Number 252- 001 -09 -1, Section 3: The Information Technology Division has provided for the specific needs of the City of Longwood and is to provide customer value for Microsoft's software and software assurance, Section 4: The Information Technology Division has provided for cost effectiveness and continued software support for the City of Longwood, Florida, Section 5: The City Commission hereby approves the contract with SHI, International Corporation attached hereto and authorizes its execution. Section 6: If any Ordinance or part thereof is in conflict herewith, this Ordinance shall control to the extent of the conflict. Section 7: It is a express contingency of the City Commission's approval and the City's execution of the agreement, that the City's payment and performance obligations under the agreement for each and every fiscal period beyond the fiscal period when the agreement is executed shall be subject to discretionary annual appropriation by the City Commission of funds therefore. When funds are not appropriated or otherwise made available to support the continuation of payment and performance in a subsequent fiscal period, the agreement shall be deemed terminated on the last day of the fiscal period for which appropriations were made, without further cost, penalty or obligation to the City. Section 8: The provisions of this Ordinance are declared to be separable and if any section, paragraph, sentence or word of this Ordinance or the application thereto any person or circumstance is held invalid, that invalidity shall not affect other sections or words or applications of this Ordinance. If any part of this Ordinance is found to be preempted or otherwise superseded, the remainder shall nevertheless be given full force and effect to the extent permitted by the severance of such preempted or superseded part. Section 9: This Ordinance shall be in force and take effect immediately upon complete execution of the Contracts. FIRST READING: September 7, 2010 SECOND READING: September 27, 2010 PASSED AND ADOPTED THIO *DAY OF ,f, , ) 1 • . art t Join . afgot. r Attest: Sarah M. Mires, MMC, MBA, City Clerk Approved as to form and legality for the use and reliance of the City of Longwood, Florida only. •� „ , Dade Langley, / tti . , e/ iViicroso t Enterprise Agreement Executive Summary Our Needs The City has a need to replace the aging versions of Microsoft software currently in use. Microsoft: offers two (2) methods of acquiring the software. The methods are via a Microsoft Select Agreement or a Microsoft Enterprise Agreement. The most cost effective method is to acquire the software via a Microsoft Enterprise Agreement. Thus we are asking to enter into a Microsoft Enterprise Agreement to acquire up to date versions of Microsoft software. Needs Analysis Please review the list below. Product Description Microsoft Windows 7 This is the latest version of Microsoft's desktop operating system. This will replace the 9 year old Windows XP that is currently in use. Microsoft Office 2010 This is the latest version of Microsoft's productivity software Professional Plus which replaces the 7 year old Office 2003 that is currently in use. Microsoft Exchange 2010 This is the latest version of Microsoft's email server software which replaces the 7 year old Exchange 2003 that is currently in use. Microsoft SQL Server 2008 This is the latest version of Microsoft's SQL database server software which replaces the 10 year old SQL Server 2000 that is currently in use. Microsoft Server 2008 This is the latest version of Microsoft's server operating system. This will replace the 7 year old Windows Server 2003 that is currently in use. Microsoft: SharePoint 2010 This is the latest version of Microsoft's intranet software. Currently the City does not use this particular software application. However this will facilitate the City bringing on an intranet to improve internal communication between users and departments. host Analysis The Cy ment or a it can acquire the Microsoft software we need via a MicrosoSftaSel of A ore e a con Microsoft Enterprise Agreement. Both methods Select greemen' would be $142,258.33 over number 252-001 -09 -1. The cost for the Microsoft one (1) fiscal year. The cost for the Microsoft Enterprise Agreement for would purchases 04,s80 over three (3) fiscal years. Microsoft Select Agreements versions This means when you where you have no plan to upgrade to future ade a buy software via Microsoft Select you will have to pay full price agaain if you decide ytovop r have particular application. In the case of a Microsoft. Enterprise Agreement, during the three (3) years of the agreement. Software assurance is a software assurance dur upgrades to all of the Microsoft software we are feature that provides the City no -cost upg year three (3) which concludes purchasing in the Microsoft Enterprise Agreement. OUld only have to buy software assurance to the Microsoft Enterprise Agreement, the Y upgrades to the Microsoft software we purchased ensure the City continues to receive no -cost during the Microsoft Enterprise Agreement. Tier D Dis The tiers Microsoft has four (4) available tiers for their Enterprise Agreements (A ge ando ). is made correlate to discounts levels. The higher htwhichthe eg p i`o organizations with fifteen available. The City qualifies for Tier D pricing thousa thousand (15,000) desktops or greater. However, you will notice we are only fo ollin h in esy to (90) des computers on the Enterprise Agreement. We are able qualify tier discount because we are utilizing the State of Florida Contract. Individual corn onents versus Microsoft Office Suite Microsoft highly incentivizes acquiring " Their software through bundling. In the case of true. Microsoft Office 2010 Microsoft Office 2010 Professional Plus this in OnelVoaelYOutlool<, Access and Publisher for Professional Plus includes Word, Excel, Pow , applications individually the cost for a total of 7 different applications. However, if we bought app 2.82 applus. At a ications would equal the total cost of Microsoft Office 2010 P ofe i o buy Just these minimum most users would need Word, e oo buying t entire Microsoft Office 2010 three (3) applications would exceed the prudent to purchase Microsoft 'Office 2010 Professional Plus suite. So, it would be most p Professional Plus in its entirety and not individual applications. Additional benefits Feature Benefit to the City Training vouchers The City's technical staff will have access to training for the Microsoft applications we are purchasing at no cost. E- Learning The City's employees will have access to on- demand software training courses. This offering combined with the free classes offered at Seminole County will minimize or eliminate the need for any additional spending for employee training on Microsoft applications. Free 24 X 7 Problem Resolution Advanced phone support for Microsoft's server Support applications. Normally these incidents are charged at _ a rate of $225 per hour. This is a free service. Free TechNet Subscription Service Provides no -cost access to Microsoft's web based service that allows technical staff to research support issues thus provide better service to end users Outstanding issues after the First Reading of Ordinance 304941 and how were they addressed? 1. The City Attorney did not see language in the contract addressing non - appropriation per City Code Section 62 -72. We identified language in section 12 -D of the Microsoft Enterprise Agreement that addresses non- appropriation. In addition the City Attorney reviewed the document and provided additional language to be added to Ordinance 10 -1941 for second reading. 2. The Microsoft Enterprise Agreement master document was not included in the packet for the first reading of Ordinance 10 -1941. We have included the Microsoft Enterprise Agreement master document in the packet for the second reading of Ordinance 10 -1941. ittleiCSOte IV Olti rne Licensing ' direct) State and Local Enterprise Enrollment (indirect) Framework ID N36 Reseller purchase order Agreement number Microsoft Business applicable) Re seller to complete numbe o f ft a' UO27547 Reseller or Microsoft affiliate -- - -- Previous Qualifying Enrollment number Enterprise Agreement number 01 EG17G 7 Reseller to complete _® Reseller or Microsoft affiliate to —�� complete - Previous Qualifying Enrollment number Enrollment end date Reseller to complete Microsoft affiliate to complete --------- This Microsoft Enterprise Enrollrnent is entered into between the following entities signing, as of the effective date identified below. and Wh en used in this enrollment, "you" refers to the entity that signs this enrollment with us, and "we" or "us" refers to the Microsoft entity that signs this enrolldmeena separate Microsoft Select Master Enrollrnent," means (i) an enterprise enrollment un "Qualifying Agreement; (ii) any enterprise subscriptioon enrollment entered into under a Agreement a Microsoft of Enterprise E is under a separate Microsoft Enterprise Subscription Ag reement; or (iii) any under the Microsoft Enterprise Agreement identified on the cover pa above apply here. eement identified All other definitions in the Microsoft Enterprise Ag r previous "Qualifying Effective date. If you are renewing Software Assurance ethe fifEnrollmentexpi es. p Enrollments" then the effective date will be the day previous Qualifying b Otherwise the effective date will be the date this enrollment is sig ned by us. Where a p Enrollment is being used, your reseller will require that enrollment nurnber and end date to comp lete the applicable boxes above. Agreement. We will advise you of your renewal enrollment will expire 36 full calendar months from the effective date. It could be terminated Term. i Th e renewed rise Ag earlier or renewed as provided in the Microsoft Enterprise the options before it expires. Representations parties agree to be bound by signing this enrollment, the p ou represent and warrant that: (i) you have read and understand the resentations and warranties, By g g terms of this enrollment, and you and the Microsoft Enterprise Agreement, including amendments to those documents, and agree � ° Microsoft an ts it incorporates n t by e refe l reference (if any) a that signed the those d o c : men tsrise Ag all documents it ii ou are either the entity bound by those terms; and (ii) Y its affiliate. ou to license, or use or Non -exclusivity. This enrollment is non - exclusive. Nothing contained chooseaenter into ag reemes use with promote Microsoft software or se te non l software or services. other parties to license, use or promo Page 1 of 12 Cover page SLG Microsoft Enterprise 6.4 Enrollment N36 (Indirect)(North America) June 2007 This enrollment consists of (1) this cover page, (2) the Contact Information Page(s), (3) the Enterprise order information, (4) the Reseller Information Form, (5) the Media Order Form, and (6) the Core User CAL Terms and Conditions (if applicable). Customer Contracting Microsoft Affiliate Name of entity * City of Longwood Microsoft Licensing, GP Signature * Signature Printed name ,t Printed name Printed title * Printed title Signature date Signature date (date Microsoft affiliate countersigns) Effective date " indicates required fields (may be different than our signature date) Micr V Licensing web sites ? (Note:. We will advise you of any changes to these URLs.) Product use rights http: / /microsoft.com /licensinq Product List http: / /rnicrosoft.com /licensinq Microsoft Volume Licensing Services (MVLS) https : / /licensinq.microsoft.com/ .assword rotected site to view orders under this enrollment Customer guide htto: / /microsoft.com /licensinq /prograrns/ , Notices to lifierosoft should be sent to; Copies should be sent to Microsoft MSLI, GP Law and Corporate Affairs 6100 Neil Road, Suite 210 One Microsoft Way Reno, Nevada USA 89511 -1137 Redmond, WA 98052 USA Dept. 551, Volume Licensing Volume Licensing Group (425) 936 -7329 fax Attachments: 12 Media Order Form (required) 0 Core User CAL Terms and Conditions, if applicable 0 MS Capital Form, if applicable Customer. Please remit to your reseller. Reseller Please remit to Microsoft. SLG Microsoft Enterprise 6.4 Enrollment Cover page Page 2 of 12 (Indirect)(North America) June 2007 N36 90 Congaci:' information. Each party will notify the other in writing if any of the information in the following contact information page(s) change. The indicates required fields. By providing contact information, you consent to its use for purposes of administering this enrollment by us, our affiliates, and other parties that help us administer this enrollment. Pri oaby contact ire c- rrkriationg The customer signing on the cover page must identify an individual from inside its organization to serve as the primary contact. This contact is the default online administrator for this enrollment and receives all notices unless you provide us written notice of a change. The online administrator may appoint others as administrators and grant others access to online information. Customer t Name of entity* Contact name City of Longwood Last Dunn First Craig Street address * Contact email address (required for online access) * 175 West Warren Avenue City* State /Province * Phone Longwood FL (407) 263 -2333 Country * Postal code * Fax USA 32750 Notices and online access contact infovnreatiom Complete this only it you want to designate a notices and online access contact different than the primary contact. This contact will become the default online administrator for this enrollment and receive all notices. This contact may appoint other administrators and grant others access to online information. 1 Notices and online access contact X Same as primary contact Name of entity Contact name Last First Street address Contact email address (required for online access) City State /Province Phone Country Postal code Fax SLG Microsoft Enterprise 6.4 Enrollment Contact information Page 3 of 12 (Indirect)(North America) June 2007 N36 Language preference: This section designates the language in which you prefer to receive notices. English Additiorrierl electronic contractual notices contact information: This contact will receive electronic contractual notices in addition to the notices contact. This contact is not required if you do not want an additional set of notices issued. Electronic contractual notices contact Name of entity Contact name Last First Street address Contact email address (required for electronic notices) City State /Province Phone Country Postal code Fax Software Assurance benefits contact This contact will receive communications concerning Software Assurance benefits, and any additional TechNet subscriptions that have been ordered separately from Software Assurance under this enrollment. This contact is optional. If this contact is not completed, any notices for Software Assurance benefits will default to the notices and online contact. Software Assurance benefits contact Name of entity Contact name Last First Street address Contact email address (required for electronic notices) City State /Province Phone Country Postal code Fax SLG Microsoft Enterprise 6.4 Enrollment Contact information Page 4 of 12 (Indirect)(North America) June 2007 N36 c on t a ct; This contact will receive communications concerning registration for MSDN MSDN contact: optional. If this contact is not completed, any not i c notices es f ordered MSDN will default to th notices and online contact. MMN contact Contact name Last First Contact email address (required for electronic notices) Street address State /Province Phone Postal code Fax Country Microsoft accoun manner. er. This section designates your Microsoft account manager contact. Microsoft account manager email address Microsoft account manager name @microsoft.corn Page 5 of 12 Contact information SLG Microsoft Enterprise 6.4 Enrollment N36 (Indirect)(North America) June 2007 2 Defining your enterprise. Use this section to identify which affiliates will be included in your enterprise. Your enterprise must consist of entire government agencies, departments or legal jurisdictions, not partial government agencies, departments, or legal jurisdictions. Each affiliate must be entirely "in" or entirely "out." All affiliates acquired after the effective date of this enrollment that are not party to a Qualifying Enrollment of their own will automatically be included unless you fill in part b below. a Use This part7a) '[o defer nine v. hick current affiliates i(! ill inclu • ec_I in your enterprise. Check only one of the boxes in part (a). Fl Only you (and no other affiliates) will be participating You and the following affiliates will be participating (attach a list of names on a separate piece of paper if more than 10 affiliates are being included): 1I 2 3 4 5 6 7 8 9 10 b. Use this part (b) to indicate whether affiliates with which you consolidate after the -enrollment effective date will be included. Unless you check the box below, all affiliates you consolidate with after the enrollment effective dte that are ; not party to a Qualifying Enrollment of their oWn'will automatically be includes Exclude all affiliates consolidated with after the enrollment effective date that are not party to a Qualifying Enrollment of their own. SLG Microsoft Enterprise 6.4 Enrollment Enterprise order information Page 6 of 12 (Indirect)(North America) May 2007 N36 a Selecting your language option Select the option for the languages in which you will run the products licensed under this enrollment. The options and their corresponding languages are identified here. All Languages "Listed Languages" "Restricted Languages" "Extended Languages" Arabic Danish Czech Bulgarian Dutch Estonian Chinese Simplified English' Hungarian Chinese Traditional Finnish Latvian Croatian French Lithuanian English' Hebrew German Polish Indic Greek Slovenian Japanese Italian Slovak Korean Norwegian Portuguese (Brazil) Portuguese (Portugal) Romanian Spanish Russian Swedish Serbian Spanish Thai Turkish Ukrainian 1 English is a Listed Language if this enrollment is signed outside of the following countries and a Restricted Language if this enrollment is signed inside these countries: Austria, Belgium, Cyprus, Czech Republic, Denmark, Estonia, France, Finland, Germany, Greece, Hungary, Iceland, Ireland, Italy, Latvia, Lithuania, Luxembourg, Malta, Netherlands, Norway, Poland, Portugal, Slovakia, Slovenia, United Kingdom, Switzerland, Sweden, or Spain. English is a "Listed Language ", except when restricted as described in the "Restricted Languages" list (see footnote 3) 2 Spanish is a Listed Language only if this enrollment is signed in Latin America and is otherwise Restricted Language. 3 French is a "Listed Language," if signed in Canada o Select All Languages to run your products in any of the Listed, Extended or Restricted Languages. This option also allows you to run Multi- Language packs for your products. o Select Listed Languages to run your products in those languages. o Select Extended Languages to run your products in those languages. o If you select the Listed or Extended Languages option you may run up to 10% of the copies of each of your products in All Languages. Check one box [X Listed Languages All Languages Extended Languages SLG Microsoft Enterprise 6.4 Enrollment Enterprise order information Page 7 of 12 (Indirect)(North America) May 2007 N36 4 Langgiage allocation. es in which you will run all copies of all Provide us with your good faith estimate of the specific lane you ll run in each language. Informaermifted products and the approximate percentage of those copies y our future use of products under this enrollment in any p you provide here does not limit Y you select above. Attach a separate sheet if more space is needed. p p e group language within the languag g p . Percentage • i L anguage • 100 %% English Applicable currency. Payments made in connection with this enrollment must be in U.S. Dollars 65. Hogo Wishing your price level The price level for enterprise products is deterrnined by the terms and conditions of the enterprise agreement. Your price level for additional products will be level "D ". -- Qualified desktops: You represent that the total number of qualified desktops in your enterprise is, or will be increased o to leas number du ring ring the initial term of 90 this enrollment (This number must equal Qualified users: You represent the initial term o thisuenrollment (Thisernrise sers in your is, or will be increased to, this number during number must be equal to at least 250 users). Page 8 of 12 SLG Microsoft Enterprise 6.4 Enrollment Enterprise order information (Indirect)(North America) May 7 Enterprise prodauc o ders, Your reselier will provide you with your product pricing and order. Your prices and payment terms for all products ordered will be determined by agreement between you and your reselier. Your reseller will provide us with your order separately from this enrollment. We will invoice your reselier in three equal annual installments for the enterprise products covered by your initial order. The first installment will be invoiced to your reseller upon our acceptance of this enrollment; the remaining installments will be invoiced at the next two anniversaries of the enrollment effective date. We will invoice your reselier for the enterprise products covered by any true up orders in total upon our acceptance of each true up order. Select the enterprise products to be covered by your initial order. If you select the Core CAL, you roust select either desktop or user licenses. Enterprise Products Desktop User Licenses Licenses Windows Desktop Operating ❑ System Upgrade Office Professional Plus Office Enterprise 1 I Office Enterprise SA Step -Up from Office Professional Plus 1 Office Standard 1 I I Core Client Access License 1' 2 /1 ❑ Enterprise Client Access ❑ ❑ License Suite' 2 Enterprise Client Access License Suite SA Step -Up from ❑ ❑ Core CAL'' 2 Exchange Server Client Access ❑ ❑ License Standard Exchange Server Client Access ❑ ❑ License Enterprise 2 Office SharePoint Server Client I I n Access License Standard 2 Office SharePoint Server Client Access License Enterprise Windows Server Client Access License 2 SLG Microsoft Enterprise 6.4 Enrollment Enterprise order information Page 9 of 12 (Indirect)(North America) May 2007 N36 Systems M Servei ❑ Configuration Management Wm ii License Systems Center Operations ❑ Manager Client Operations M ilfianagement License Windows Terminal Services ❑ ❑ Client Access License 2 - -- Office Communication Server C3 ❑ Client Access License Standard 2 Office Communication Server 11 ❑ Client Access License Enterprise SQL Server Client Access [] ❑ License 2 - - -- Microsoft Rights Management ❑ ❑ Services Microsoft Forefront Security ❑ ❑ Suite 1 The components of the current versions of Office Profes Pro ro L st andard and the current versions oft the d. components that make up the Core CAL, are identified in is version 6.1 or earlier, the 2 If you select a User CAL applyment identified on the cover page User CAL Terms and Conditions Page 10 of 12 Enterprise order information SLG Microsoft Enterprise 6.4 Enrollment N36 (Indirect)(North America) May 2007 your initial order in three equal annual W Additional ,.r®dureJ e your acceptance of this enrollment; annua We will invoice your first installment for each additional product covered esel er�upon our accep installments. The first installment will be invoiced to your the remaining installments will be invoiced at the next two anniversaries of the enrollment effective date. We will invoice your reseller for any new additional pour - not not initially included in your enrollment hi total reseller for additional products initially included in upon our acceptance of your order. We will invoo der submitted during the initial term in total upon our your enrollment and covered by any true up acceptance of your true up order. system licenses provided under this program are upgrade Licenses. No fu €I All desktop operating sy ra rarm. Therefore, if you select the Windows operating system licenses are available under this program. operating Operating System Upgrade « Software Assurance, call qualified fiodn the qualifyin pwit run be the W op p Operating System Upgrade mu the Windows Desktop the U Y Upgrade varies with the I st of operating systems identified in the Product List at hitp` ll`Nt�— isStstemiUpgsng. Note that the list of °per subsequent systems that qualify for the Windows Desktop Operating our initial order than it is for some sub q true e ups order. and system refreshes during the term of your enr llment. true ups a Y la He Row/al order a, For any 36 mnth renewal, your renewal order will be invoiced to your reseller in three annual installments. o The first installment will be invoiced upon va� a acs occeptance of the effective date renewal remaining installments y onth will rennewal andf or any true ru next two o e u orders, we wil invoice your reseller in total upon our term. For any acceptance of your order. Page 11 of 12 Enterprise order information SLG Microsoft Enterprise 6.4 Enrollment N36 (Indirect)(North America) May 2007 Your reseller should complete the following sect'i'ons and sign this form where indicated. General informagion Reseller company name: SHI Sreet address: (PO boxes will not be accepted) 33 Knightsbridge Road City and State / Province and postal code: Piscataway, NJ 08854 Country: USA Contact name: Phone number: Fax number: Email address: The undersigned confirms that the reseller information is correct. Name of reseller Signature Printed name Printed title Date SLG Microsoft Enterprise 6.4 Enrollment Reseller information form Page 12 of 12 (Indirect)(North America) May 2007 N36 Microsoft \ V0lume Licensing Enterprise Enrollment — State and Local Amendment 10 W16 Proposal ID 1. On the first pag e of the Enrollment, the following is added after the second paragraph: that (1) it also has 250 or more Qualified By entering into this Enrollment, the Enrolled Affiliate agrees Desktops; or (2) as a condition of entering into this Enrollment with of men'2a dQualifed n skto ROMs Affiliate has elected not to receive CD ROMs as part of the A h its Reseed ps and for a out be shipped. If Enrolled Affiliate is enrolling `Nlt order h9seuhlrolug Desktops and t would lice to receive to receive e C C b pp Eno fee. D ROM Kits and updates, Enrolled Affiliate may 2. The section entitled "Establishing Customer price level," is hereby amended and restated in its entirety with the following: Establishing Customer price Iev rice level for the initial Enrollment term ool sall The price level indicated in this section will be Customer's P Additional Products in the same p ()• Enterprise Products Enrolled oAheilr Additional Products will be level "D ". Customer's price level for any Qualified Desktops: Enrolled Affiliate represents re that t e total n d m bg t Qual S® Desktops in its Enterprise is, or will be increased of this Enrollment (This number may be Tess than 250 desktops, but must be at least 25 desktops). Qualified Users: Enrolled Affiliate initial term of increased tohthishnt.lmber durb g the iifi of C�ualifie Users in its Enterprise is, or will be reased be less than 250 users, but must be at least 25 of this Enrollment (This number may users). d Qualified I Desktop User Number of Qual Price level Price level (for pools in which ders an En te r ris desktopslusers Customer or 250 to 2,399 A 2,400 to 5,999 B Price level (for pools in which Price level "D" Customer does not order an Enteduct 6,000 to 14,999 15,000 and above D 3, Software Assurance addition and migration. be Renewing Software Assurance: If customer separate will be r en wing E ter boe.Products CI Software Assurance coverage from a p the above box, a new section is added to the Enrollment entitled "Software Assurance By check in g addition and migration. ": Customer is permitted to and will include in its initial order Assurance"), even though Customer is not under this Enrollrent the Software Assurance quantities Cu pd identified in the table below (the "New Software otherwise eligible to order such Software Assurance without simultaneously ordering a License. W Sub 250 Enterprise Enrollment Page 1 of 2 EAE n rAmend(f�A)(EI�G)(J u n2009) W 16 On behalf of Customer and its Affiliates, Customer 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. . -: - a, �.,, .. "Cl i'9 a. rrr m . 12+ Program ` .y r ,-.Etilro1l6,e P ilk/Ski, i �� A IPIT PP Date New Software Assurance replacing underlying Licenses Underlying license'type being New Software Assurance Item Name Quantity replaced _..::.. ,(UA, SA or L83 p►) . . Only the Products listed above shall be orderable as Software Assurance. Any copies in excess of those quantities listed in the table above must be ordered as L &SA. This amendment must be attached to a signature form to be valid. EAEnrAmend(NA)(ENG)(Jun2009) Sub 250 Enterprise Enrollment W W16 Page 2 of 2 ectne nk Document Submission Au h• '0zat o • By signing below, you agree that the accompanying contract documentation is authorized to be submitted to Microsoft Licensing, G.P. via electronic means. Additionally, you acknowledge and consent that: o The electronically submitted version of the contract document(s) is a legally binding arrangement, and that no other copies of the agreement will be processed. o Upon execution by Microsoft, the contract documentation will be returned to you with an original Microsoft signature on your non - original signature document. Customer Name City of Longwood Customer Representative Signature Customer Printed Name and Title Craig Dunn, IT Manager Date Innovative Solutions. World Class Support Support. S 0.�... N .,• PP TWk>�E �'�`' ;�� - -' '��7 TEGR'AtIdN Miccoft �> greC Microsoft Enterprise Agreement- State and Local - NO SERVICES CUSTOM — Special Reference Pricing Enterprise Agreement ber 6 . M Microsoft Busines Agreement number UO275474 _ .__. Microsoft affiliate to complete 0 ' . 6 l �7 7 Reseller to complete This Microsoft Enterprise Agreement is entered into between the following entities as of the effective date identified below. Each party will notify the other in writing if any of the information in the following table changes. Cus tomer Name of Entity The State of Florida, acting by Contact Name Todd McKay and through the Department of Management Services and State Technology Office (This person handles access to online information. This person also • receives notices unless a different contact for notices is provided in the notices section below. Street Address 4050 Esplanade Way Contact E -mail Address mckayt@dms.state.fl.us (Required for online access) City Tallahassee State /Province Phone 850- 487 -3964 FL Country USA Postal Code Fax 750 -488 -5498 32399 Microsoft Account Manager Name Bob Ward Contracting Microsoft Affiliate MSLI, GP - 6100 Neil Road, Suite 210 - Reno, Nevada USA 89511 - 1137 - Dept. 551, Volume Licensing If notices should be sent to someone or some place other than above, complete the relevant portions below: Name of Entity Contact Name Street address Contact E -mail Address City State /Province Phone Country Postal Code Fax Notices to Microsoft should be sent to: Copies should be sent to: MSLI, GP Microsoft 6100 Neil Road, Suite 210 Law and Corporate Affairs Reno, Nevada USA 89511 -1137 One Microsoft Way Dept. 551, Volume Licensing Redmond, WA 98052 USA Volume Licensing Group VLG-USA@Microsoft.com (425) 936 -7329 fax SLG MBA Microsoft Enterprise Cover Page Page 1 of 24 Agreement v6.0 (North America) July 1, 2002 This agreement consists of (1) this cover page, (2) the attached terms and conditions, (3) the terms of the Microsoft Business Agreement identified above (except that the definitions of "you," "we," and "us" in this agreement supersede the definitions for those terms in the Microsoft Business Agreement), (4) the Product List, (5) the product use rights applicable to products licensed under this agreement, and (6) any enrollment entered into under this agreement. Effective date. if the first enrollment entered into under this agreement is given an effective date that is earlier than the date this agreement is signed by us, the effective date of this agreement will be that earlier date. Otherwise, this agreement will be effective on the date it is signed by us. Consulting and Support Services shall not be Included in this agreement, but shall instead be covered by separate agreement(s) between the parties. By signing below, the parties agree to be bound by the terms of this agreement, and you represent that you are the entity that signed the Microsoft Business Agreement, or an affiliate of that entity, and that the information you have provided on this cover page is accurate. r Customer ( mature #9 of 2)° 1 . ©orrtrOO*0 a r�tfif► '� J Name of Entity The State of Florida, acting by and MSLI, GP t. ro h the Department of Management .e f -J Signat e Signature Pri ed ame Printed Name William Simon PAUL NELSON Printed Title Printed Title CONTPACTdkiMiliMBAT Secretary, Department of Management Services • Signature Date Signature Date MAY (date Microsoft affiliate countersigns) MA i 6 2003 Effective Date June f, 2003 Customer (SO aN ?e of 2): Name of Entity The State of Florida, acting by and through the State Technology Office Sr tune 4 AgP�flVEG R5 10 FORf�M1 AND L�OAt - � VICEG flFf1C� p� THE G CO -' Printed Name F ., AN "GENE SE' Kimberly Bah mi fl�p�lBT � Printed Title State Chief Information Officer Signature Date Prepared by David Mills SLG MBA Microsoft Enterprise Agreement Cover Page Page 2 of 24 v6.0 (North America) July 1, 2002 Terms and Conditions 1. Deiinitions. In this agreement, you means the entity that has entered into this agreement with us, and "we" or "us" means the Microsoft entity that has entered into this agreement or an enrollment. The terms "affiliate," "ownership," "product," "Product List," "run" and "use" have the meanings given to them in the Microsoft Business Agreement. In addition, the following definitions apply: "1 anniversary price level" means the volume discount level that is calculated for each product family with respect to certain enrollments pursuant to the terms and conditions of Section 12(e)(2)(F), which such level shall be used in conjunction with the initial price level and 2" anniversary price level applicable to such enrollments to determine whether the year 3 desktop reference price should be lowered for such enrollments pursuant to the terms and conditions of Section 12(e)(2)(G); "2 anniversary price level" means the volume discount level that is calculated for each product family with respect to certain enrollments pursuant to the terms and conditions of Section 12(e)(2)(F), which such level shall be used in conjunction with the initial price level and 1 anniversary price level applicable to such enrollments to determine whether the year 3 desktop reference price should be lowered for such enrollments pursuant to the terms and conditions of Section 13(e)(2)(G); "3 -year desktop reference price" means, with respect to an enterprise product on an enrollment, the sum of the reference prices of all installment payments for such product during the initial 3 -year term of such enrollment; "additional product" means any product other than an enterprise product that an enrolled affiliate chooses to license under its enrollment; "1 anniversary price level" means the volume discount level that is calculated for each product family with respect to certain enrollments pursuant to the terms and conditions of Section 13(e)(2)(F), which such level shall be used in conjunction with the initial price level and 2" anniversary price level applicable to such enrollments to determine whether the year 3 desktop reference price should be lowered for such enrollments pursuant to the terms and conditions of Section 13(e)(2)(G); "2 " anniversary price level" means the volume discount level that is calculated for each product family with respect to certain enrollments pursuant to the terms and conditions of Section 13(e)(2)(F), which such level shall be used in conjunction with the initial price level and l anniversary price level applicable to such enrollments to determine whether the year 3 desktop reference price should be lowered for such enrollments pursuant to the terms and conditions of Section 13(e)(2)(G); "3 -year desktop reference price" means, with respect to an enterprise product on an enrollment, the sum of the reference prices of all installment payments for such product during the initial 3 -year term of such enrollment; "adjustment multiplier" means, with respect to a product family on the second anniversary of the effective date of an enrollment for which it is determined, a number by which the originally calculated year 3 desktop reference price is multiplied in order to determine the adjusted year 3 desktop reference price, pursuant to the terms and conditions of Section 13(e)(2)(G); "aggregate family desktop count" means, with respect to a particular product family as of a particular annual pricing date, the aggregate number of qualified desktops under all unexpired enrollments for which one or more products in such family are chosen as enterprise products as of such date, including both (i) the original qualified desktops ordered under such unexpired enrollments, plus (ii) any additional qualified desktops added pursuant to true up orders; "annual pricing date" means each of the following: (1) the effective date of this agreement (the `first annual pricing date'); SLG MBA Microsoft Enterprise Agreement Terms and Conditions Page 3 of 24 v6.0 (North America) July t, 2002 (ii) the first day of the eleventh (11th) full calendar month following such first annual pricing date (the "second annual pricing date'); and (iii) the first day of the calendar month that occurs every 12 months following the second annual pricing date, until the last enrollment executed hereunder expires or is otherwise terminated. For example, if the first annual pricing date is June 1, 2003, then the second annual pricing date shall be May 1, 2003, and each subsequent annual pricing date shall occur on May 1 of each successive calendar year until the last enrollment hereunder expires or is otherwise terminated; "annual price level" means, with respect to a particular product family and as of a particular annual pricing period, the volume discount level, determined pursuant to the terms and conditions of Section 13(e), by which each of the following shall be determined, based upon the aggregate family desktop count for such product family as of the annual pricing date upon which such the determination of such level for such period is made: (1) the initial annual reference prices of enterprise products in such product family for new enrollments with effective dates which occur in such annual pricing period; (i!) the 1 anniversary and Z anniversary price levels for certain enrollments; and (iii) the adjustment multiplier with respect to the year 3 desktop reference price for enterprise products in such product family for previously - executed enrollments whose second anniversary falls in such annual pricing period; "annual pricing period" means each period which: (i) begins on the first annual pricing date, or any anniversary thereof; and (ii) ends twelve (12) full calendar months following the day it begins. For example, if the first annual pricing date is June 1, 2003, then: the first annual pricing period will run from June 1, 2003 to May 31, 2004; the second annual pricing period will run from June 1, 2004 to May 31, 2005; and so forth_ Note That, with the exception of the first annual pricing period, each annual pricing period begins one month following the annual pricing date upon which the annual price level for such period is determined pursuant to Section 13(e). Such one -month period is necessary for us to calculate the annual price levels and reference prices for the subsequent annual pricing period, and to implement adjustments, if any, to the reference prices of third year installment payments for enrollments whose second anniversary falls in such subsequent period. "available" means, with respect to a product, that we have made licenses for that product available for ordering under the Enterprise Agreement program; "CAL family" means any of the following client access license ( "CAL') products, when such products are chosen as enterprise products on an enrollment: (i) Microsoft BackOffice CAL; (ii) Microsoft Core CAL; (iii) Microsoft Windows Server CAL; (iv) Microsoft Exchange Server CAL; (v) Microsoft SQL Server GAL; (vi) Microsoft Systems Management Server CAL; or (vii) Microsoft SharePoint Portal Server CAL; "component platform product" means any of the following enterprise products: (i) Microsoft Office Professional; SLG MBA Microsoft Enterprise Agreement Terms and Conditions Page 4 of 24 v6.0 (North America) July 1, 2002 (ii) Microsoft Office Standard; Microsoft Windows XP Professional Operating System Upgrades; (iv) Microsoft Core CAL; and (v) Microsoft BackOffice CAL; `ending price level' rneans, with respect to an enterprise product ordered pursuant to a particular enrollment, the volume discount level that is used to determine the adjustment multipliers applied to apply to the year 3 desktop reference price, pursuant to the terms and conditions of Subsection 13(e)(2)(G). "enrolled affiliate" means an entity, either you or any one of your affiliates, that has entered into an enrollment under this agreement; "enrollment" means the document that you or your affiliate submits under this agreement to sign up for the Enterprise Agreement program and make an initial selection of products; "enterprise" means the enrolled affiliate and the affiliates it chooses on its enrollment to include in its enterprise; "enterprise product" means any product that we designate as an enterprise product and that an enrolled affiliate chooses to license under its enrollment (enterprise products may only be licensed on an enterprise -wide basis under the Enterprise Agreement program); "Government EA Price List" means the Microsoft State and Local Government Enterprise Agreement Price List that is provided on a monthly basis to each reseller, which contains the reference prices for both enterprise products and additional products. "horizon desktop count" means, with respect to a product family on an annual pricing date, the number of qualified desktops that is equal to (i) the total number of qualified desktops enrolled, as of such annual pricing date, in unexpired enferprise enrollments containing an enterprise product belonging to such product family ( "current enrollments'), minus (ii) the number of qualified desktops enrolled under current enrollments that are scheduled to expire before the following annual pricing date, if such enrollments are not otherwise renewed. For example, if, as of a particular annual pricing date, there are 100,000 qualified desktops in unexpired enrollments for a product family, and if one or more such enrollments containing a total of 35,000 qualified desktops will expire before the following annual pricing date if not otherwise renewed, then the horizon desktop count with respect to the annual pricing date and product family for which the determination is made shall be 65,000; "horizon price level" means, with respect to a product family during an annual pricing period, the volume discount level that is used to determine the 3 -year desktop reference price of each enterprise product in such product family for enrollments whose effective dates fall during such period, based on the horizon desktop count, pursuant to the terms of Section 13(e)(2)(A); "initial desktop count" means, with respect to a product family in which an enterprise product on an enrollment is included, the aggregate family desktop count for such product family as of the annual pricing date which immediately precedes the annual pricing period during which the effective date of such enrollment occurs; "initial price level" means, with respect to a product family during an annual pricing period, the volume discount level that is used to determine the year 1 desktop reference price and year 2 desktop reference price of each enterprise product in such product family, pursuant to the terms of Section 13(e)(2)(B); "License" means any one of those offerings identified in the Product List (including standard licenses, and upgrades for desktop operating systems) that provides the right to run the version of the product for which it is ordered; "L &SA" means a License and Software Assurance for any product ordered; "Microsoft BackOffice Client Access License" and "BackOffice CAL" means each of the following client access license products, when purchased together as a suite: SLG MBA Microsoft Enterprise Agreement Terms and Conditions Page 5 of 24 v6.0 (North America) July 1, 2002 (i) Windows CAL; (ii) Exchange CAL; (iii) SQL CAL; and (iv) SMS CAL (note: BackOffice CALs may solely be purchased hereunder pursuant to enrollments that renew previous enrollments under which BackOffice CAL was included as an enterprise product, and may not be purchased pursuant to any non - renewal enrollments executed hereunder); "Microsoft Core Client Access License" and "Core CAL" means each of the following client access license products, when purchased together as a suite: (i) Windows CAL; (ii) Exchange CAL; (iii) SharePoint CAL; and (iv) SMS CAL; "non - renewal enrollment" means any enrollment executed hereunder that is not a renewal enrollment; "Office family" means either of the following enterprise products: (i) Microsoft Office Professional; or (11) Microsoft Office Standard; "order" means an order on a form that is acceptable to the reseller "original true up reference price" means, with respect to an enterprise product at the first, second or third anniversaries of an enrollment, respectively, the original per - additional - desktop unit reference price for the true up order due at such anniversary, as determined at the effective date of such enrollment pursuant to Section 13(e); "platform discount" means a discount factor applied when calculating the reference prices for products sold pursuant to platform enrollments, pursuant to the terms of Section 13(e); `platform enrollment" means any enrollment executed hereunder for which each of the following is a chosen enterprise product: (i) either (a) Office Standard or (b) Office Professional; and (ii) Microsoft Windows Professional desktop operating system; and (iv) either (c) BackOffice CAL or (d) Core CAL; "premium level discount" means a discount factor applied when calculating the reference prices for products during an annual pricing period for which the initial desktop count and /or horizon desktop count are 40,000 or more, pursuant to the terms of Section 13(e); `product family" means any of the following collections of enterprise products, as defined above: (i) Office family; (ii) Windows family; and/or (iii) CAL family; "qualified desktop" means any personal desktop computer, portable computer, workstation or similar device that is used by or for the benefit of an enrolled affiliate or any affiliate included in its enterprise and that meets the minimum requirements for running any of the enterprise products. Qualified desktops do not include: (i) any computer that is designated as a server and not used as a personal computer, (ii) any system dedicated to run ONLY Tine -of- business software (e.g., an accounting or bookkeeping program used by an accountant, or a computer -aided design program used by an engineer or architect); or (iii) any system running an embedded operating system (e.g. Windows 9.x for embedded, Windows XP embedded); "renewal enrollment" means an enrollment executed hereunder pursuant to which a renewal order for enterprise products is made; SLG MBA Microsoft Enterprise Agreement Terms and Conditions Page 6 of 24 v6.0 (North America) July 1, 2002 "renewal order" means the order that an enrolled affiliate submits at the beginning of any renewal term to renew Software Assurance coverage for products previously ordered under its enrollment; "reseller" means a large account reseller authorized by us to resell licenses in an enrolled affiliate's area under the Enterprise Agreement program; "Select Price List" means the Microsoft Select Agreement Price List that is provided on a monthly basis to each reseller, which contains the estimated retail prices for products made available pursuant to the Microsoft select program; "Services" means product support or other services that an enrolled affiliate elects to purchase pursuant to a separate Microsoft Services Agreement; "Software Assurance" means, for any underlying licensed product for which it is ordered, the right to upgrade to, and run, the latest version of that product that we make available during the covered period. "true up desktop reference price" means, with respect to an enterprise product at the first, second or third anniversaries of an enrollment, respectively, the per - additional- desktop unit reference price for the true up order due within 15 days following such anniversary, as determined at the effective date of such enrollment pursuant to Section 13(e); "unexpired enrollment" means, with respect to an annual pricing date, an enterprise enrollment under either (1) this agreement; or (10 another Microsoft Enterprise Agreement to which either you or one of your affiliates is party, provided that such enrollment shall not have expired or been terminated prior to such annual pricing date; 'Windows family" means the following enterprise product: Microsoft Windows XP Professional desktop operating system (or its successor); "year 1 desktop reference price" means, with respect to an enterprise product on an enrollment, the per - desktop reference price that applies to the first of three annual installment payments for such product; 'year 2 desktop reference price" means, with respect to an enterprise product on an enrollment, the per - desktop reference price that applies to the second of three annual installment payments for such product; and `year 3 desktop reference price" means, with respect to an enterprise product on an enrollment, the per - desktop reference price that applies to the third of three annual installment payments for such product. Nord the Eggerprise lgreemena program ',forks. The Enterprise Agreement program gives customers that wish to license one or more of Microsoft's platform products across their enterprise the means to ensure that their entire enterprise will be licensed. You and your affiliates can participate in this program by submitting one or more enrollments under this agreement. On the enrollment, the enrolled affiliate will designate the scope of its enterprise and make the initial selection of enterprise products and any additional products it wishes to license. Each enrollment must include at least one of those products that we make available to license as an enterprise product. We may reasonably refuse to accept an enrollment. Product support is not included with the licenses under this agreement. Notwithstanding any other provision of this agreement, only enrolled affiliates identified in an enrollment will be responsible for complying with the terms of that enrollment, including the terms of this agreement incorporated by reference in that enrollment. a. Establishing price levels. The method by which price levels shall be determined as set forth in Section 13(e). b. Deriving pricer from price levels. The enrolled affiliate's reference prices shall be determined as set forth in Section 13(e). 0, How your enrolled affiliates acquire licenses. Orders under an enrollment will be made out to and submitted to the enrolled affiliate's reseller. We will invoice that reseller according to the terms in the applicable enrollment. While such enrollment will contain reference prices, the SLG MBA Microsoft Enterprise Agreement Terms and Conditions Page 7 of 24 v6.0 (North America) July 1, 2002 reseller and the enrolled affiliate will determine the enrolled affiliate's actual price and payment terms. d. Choosing and maintaining a reseller. Reaellers. Each enrolled affiliate that signs an enrollment must choose and maintain a reseller in the enrolled affiliate's area. Resellers are authorized to resell our product licenses, but act independently and have no authority to bind us. Change of reseller. If an entity ceases to be a reseller, the enrolled affiliate must choose a replacement. If an enrolled affiliate intends to change its reseller, a change will only be effected on the next anniversary of the enrollment effective date, or otherwise with our prior written approval. To change a reseller, the enrolled affiliate must notify us and the former reseller in writing, on a form that we provide, at least 30 days prior to the anniversary on which the change is to take effect. In the case of a change of reseller, the enrolled affiliate is responsible for ensuring that all its obligations to the former reseller are rnet. 3„ G-3or ^a fio ifju °d C431Grrpriae product licenses., a. Placing the initial order. Each enrolled affiliate must submit an initial order for the enterprise products it selects on its enrollment. Except as provided in the following paragraph, the order must be for L &SA for all enterprise products. When is the enrolled affiliate eligible to order only Software Assurance for an enterprise product? An enrolled affiliate may order Software Assurance for the enterprise products it selects without the need to simultaneously order a License if the enrolled affiliate or any of the affiliates in its enterprise have obtained perpetual licenses for that product on an enterprise -wide basis under a previous "Enterprise Enrollment" (defined below), and the new enrollment becomes effective no later than the day following the date of expiration of that "Enterprise Enrollment." The Software Assurance order must be for the number of qualified desktops covered as of the expiration of that "Enterprise Enrollment." For all other qualified desktops included in ari enrollment submitted under this agreement, the enrolled affiliate must order L &SA. The term "Enterprise Enrollment," as used in this section 3, means (i) a Microsoft Enterprise Select Agreement; (ii) an enterprise enrollment under a separate Microsoft Select Master Agreement or Microsoft Enterprise Agreement; (iii) any enterprise subscription enrollment entered into under a separate Microsoft Enterprise Subscription Agreement; or (iv) any other enrollment submitted under the Microsoft Enterprise Agreement identified on the cover page. b. Adding new enterprise products. An enrolled affiliate may only add new enterprise products by entering into a new enrollment. c. Placing annual "true up" orders to account for additional desktops. Each enrolled affiliate must determine the current number of qualified desktops in its enterprise: (1) at each anniversary of the effective date of its enrollment (including anniversaries during any renewal); and, (ii) at the expiration or early termination of its enrollment. ▪ If the desktop count has increased. If the number of qualified desktops has increased, the enrolled affiliate must submit an order for L &SA covering those additional desktops. The enrolled affiliate must place the order within 15 days following the anniversary of the enrollment effective date, expiration or termination. • If the desktop count has not increased. If the number has not increased, the enrolled affiliate must submit an update statement confirming this fact on the form we provide within that 15 -day period. d. Reorganizations, Consolidations, and Privatizations. If the number of qualified desktops in an enterprise changes by more than ten percent as a result of a reorganization, consolidation or privatization of an enrolled affiliate, we will work with the enrolled affiliate in good SLG MBA Microsoft Enterprise Agreement Terms and Conditions Page 8 of 24 v6.0 (North America) July 1, 2002 faith to determine how to accommodate its changed circumstances in the context of this agreement. If an enrolled affiliate consolidates with a customer with an existing "Enterprise Enrollment," we will work with the enrolled affiliate in good faith to accommodate its changed circumstances in the context of this agreement. 4 How to order additional product licenses. a. Placing the initial order. Each enrolled affiliate must submit an initial order for the additional products it has selected, if any, on its enrollment. Except as provided in the following paragraph, the order must be for L &SA for all copies of those additional products. When is the enrolled affiliate eligible to order only Software Assurance for an additional product? An enrolled affiliate may order Software Assurance for additional products it selects without the need to simultaneously order a License if the enrolled affiliate or any of the affiliates it includes in its enterprise has obtained perpetual licenses for those products with Upgrade Advantage, Software Assurance or any similar upgrade protection, and the new enrollment becomes effective no later than one day following the expiration of that upgrade protection. The order may be for up to the number of copies covered by such upgrade protection. An enrolled affiliate may also order Software Assurance alone in any other circumstances expressly permitted in the Product List. For all other copies included in an enrollment submitted under this agreement, the enrolled affiliate must order L &SA. b. Adding new additional products not previously ordered Each enrolled affiliate may, during the remainder of the applicable initial enrollment or renewal term, run new additional products under its enrollment that were not part of the initial order. To do so, the enrolled affiliate must order L &SA in the month in which the product is first run, covering all copies of that product run as of the date of the order. For any additional copies of that product run after the date of that order, the enrolled affiliate must submit orders as described in subsection 4(c) (Placing annual "true up" orders to account for additional copies) below. c, Placing annual "true up" orders to account for additional copies. Each enrolled affiliate may, during the remainder of the applicable initial enrollment or renewal term, run additional copies of those additional products it previously ordered under subsections (a) and (b), provided that the enrolled affiliate places a true up order for L &SA for those additional copies. The enrolled affiliate must submit an order within 15 days after the next anniversary of the effective date of the enrollment (including anniversaries occurring during any renewal) following the date on which those copies were first run. For additional copies first run in the year in which an enrollment expires or is terminated, the enrolled affiliate must submit an order within 15 days following the expiration or termination date. d. Update statements. Each enrolled affiliate must submit an update statement within 15 days following each anniversary of the effective date of its enrollment, and after expiration or termination of its enrollment, on a form we provide, unless that enrolled affiliate (i) is running only enterprise products under its enrollment, and (ii) it is not otherwise required to submit an update statement under subsection 3(c) (Placing "true up" orders to account for additional desktops) above. 5. How to confirm orders. We will publish information about orders placed by each enrolled affiliate, including an electronic confirmation of each order, on a secure site on the World Wide Web at http: / /licensinq.microsoft.com or a successor site that we identify. Upon our acceptance of this agreement and enrollments entered into under this agreement, the contact identified for this purpose on the cover page will be provided access to this site. 6 License grant -= what your enrolled aafiliates are licensed to rum SLG MBA Microsoft Enterprise Agreement Terms and Conditions Page 9 of 24 v6.0 (North America) July 1, 2002 • Upon our acceptance of the enrollment, the enrolled affiliate has the following rights during the term of its enrollment. c For enterprise products. The enrolled affiliate may run one copy of the latest version (or any prior version) of each enterprise product, on each qualified desktop. By including affiliates in its enterprise, the enrolled affiliate sublicenses this right to each of them subject to the terms of this agreement. • For additional products. The enrolled affiliate may run the number of copies of each additional product ordered in the latest version (or any prior version). If an affiliate included in any enrolled affiliate's enterprise runs any copies of an additional product under this agreement, those copies are sublicensed from that enrolled affiliate subject to the terms of this agreement. The right to run any product licensed under an enrollment is temporary until: (1) the enrolled affiliate has paid all installments of the price for that product license and the applicable initial enrollment or renewal term during which that product license was ordered has expired or been renewed, or (ii) the enrolled affiliate is otherwise entitled to perpetual licenses upon early termination as provided in subsection 12(c) (Termination of an enrollment). Thereafter, the enrolled affiliate will have perpetual licenses to run the latest version available as of such date of expiration, renewal or termination (or any prior version), of each enterprise product in a number of copies equal to the total number of qualified desktops covered by the enrollment; and each additional product in the number of copies ordered during the applicable initial enrollment term or renewal term. In the case of early termination as provided in subsection 12(c) (Termination of an enrollment), if an enrolled affiliate chooses only to pay amounts due and payable as of the termination date, then the enrolled affiliate will instead have perpetual licenses for the number of copies specified in subsection 12(d) (Effect of termination or expiration). Any perpetual licenses received through Software Assurance supersede and replace the underlying perpetual licenses for which that Software Assurance coverage was ordered. All perpetual licenses acquired under this agreement remain subject to the terms of this agreement and the applicable product use rights. This agreement, the applicable enrollment, the enrolled affiliate's order confirmation described in section 5 (How to confirm orders) above, and any documentation evidencing transfers of licenses as described in subsection 11(a) (How to transfer), together with proof of payment, will be the enrolled affiliate's evidence of all licenses obtained under its enrollment. 70 Hof, go Cineiw r hag prrodr 0,1 use 11ghas apply. The product use rights applicable to products licensed under each enrollment are as follows. a. For latest versions available as of an enrollment effective date. For the latest version of any product available on or before the enrollment effective date, the product use rights in effect on the enrollment effective date for that product and version apply. L. For versions and products that become availably after an enrollment effective date. For any version of any existing product, or any new product, first made available after the enrollment effective date, the product use rights in effect on the date on which the version or product first becomes available apply (subject to our commitment on use rights below). c. For versions of a product that predate the latest version available as of an enrollment effective date. If an enrolled affiliate is using a version of any product licensed under its enrollment that became available prior to the version that was current on the enrollment effective date, the enrolled affiliate's use of the earlier version will be governed by the product use rights that would apply if the enrolled affiliate were using the version licensed under the SLG MBA Microsoft Enterprise Agreement Terms and Conditions Page 10 of 24 v6.0 (North America) July 1, 2002 enrollment, or in the case of Software Assurance or L &SA, the latest version that is or becomes available at any time during its enrollment. d. Microsoft's commitment on uue rig=hts. For all products — use rights fixed by version. We will not change an enrolled affiliate's product use rights under this agreement for any version of a product after it becomes available to that enrolled affiliate under its enrollment. For enterprise products — no detrimental use right changes in new versions. (1) For new versions made available during the initial enrollment term. If we make available a new version of any enterprise product during the initial enrollment term and that new version is subject to certain use rights that are more restrictive than those that applied to a prior version under an enrollment that was or became available during the initial enrollment term, the enrolled affiliate may run that new version without being subject to those certain more restrictive use rights. (ii) For new versions made available during each renewal term. Upon each renewal of Software Assurance for an enterprise product, an enrolled affiliate's use of that product will be governed by the use rights that apply to the latest version of that product available as of the date of that renewal, including any terms that are more restrictive than those that applied to a previous version of that product licensed by that enrolled affiliate under its enrollment during the preceding term. However, if during a renewal term we make available a new version of that same enterprise product with certain use rights more restrictive than those use rights that applied to a prior version licensed under an enrollment that was or became available during that same term, the enrolled affiliate may run the new version without being subject to those certain more restrictive use rights. (iii) New features or functionality. The right described in subsections (i) and (ii) above does not apply to product use rights that relate specifically to new features or functionality added to a new version. To the maximum extent permitted by Florida law, in lieu of your obligation to indemnify us under various provisions of the product use rights, you will be responsible for any cost or damages arising from any claim to which your indemnity obligation would otherwise apply. . Edo 8a!tuices. Notwithstanding any offerings that may exist for our non - government customers, services shall not be offered pursuant to this agreement, but may be obtained pursuant to a separate Microsoft Services Agreement which you may choose to enter into. 9. Sofi ✓ere Assurance Membership. Throughout the term of its enrollment (including any renewal), each enrolled affiliate automatically qualifies as a member of Microsoft's Software Assurance Membership program. Membership may entitle the enrolled affiliates to special benefits. For a description of these benefits, an enrolled affiliate should consult its reseller or Microsoft account manager. W a ?Rafting copies of software. a. Copies necessary for infernal deployment. Each enrolled affiliate may make as many copies of the products licensed under its enrollment as necessary to distribute the products to the users within its enterprise. All copies of any product must be true and complete copies (including copyright and trademark notices) and be made from CD -ROMs, disk sets or a network source, acquired from or made available by a Microsoft approved fulfillment source for that product. Each enrolled affiliate may also have a third party make and distribute copies in its place, but the enrolled affiliate is responsible for third -party actions to the same extent it would be if the third party were its employee. We shall work with you in good faith to resolve any issues you may have SLG MBA Microsoft Enterprise Agreement Terms and Conditions Page 11 of 24 v6.0 (North America) July 1, 2002 in making or obtaining licensed copies of products in a timely manner. You and your affiliates must make reasonable efforts to make employees, agents and other individuals running a product aware that the product is licensed from us and may only be run or transferred subject to the terms of this agreement. b. Copies for training, evaluation and back -app. During the term of its enrollment (including any renewal), each enrolled affiliate and any affiliate included in its enterprise may (i) run up to 20 complimentary copies of any additional product in a dedicated training facility on their premises; (ii) run up to 10 complimentary copies of any product that we make available to license as an additional product for a 60 -day evaluation period; and (iii) make and retain one complimentary copy of any licensed product for back -up or archival purposes for each of their distinct geographic locations. c. ire - imaging rights. If an enrolled affiliate or any affiliate included within its enterprise has licensed products from an original equipment manufacturer (OEM), through a retail source or under any Microsoft program other than this Enterprise Agreement program, it may use copies made from the media provided under the enrolled affiliate's enrollment in place of any copies made from the media provided through that separate source, so long as it complies with the following restrictions. (i) The enrolled affiliate must have obtained a separate license from the separate source for each copy being replaced. (ii) The product, language, version and all components (in the case of product suites, such as Office) of the copies made from the media provided under an enrollment must be identical to the product, language, version and all components of the copies they replace. (iii) In the case of copies licensed from an original equipment manufacturer (OEM) or through a retail source, in addition to the other conditions outlined in this subsection 10(c), the product type (e.g. upgrade or full license) of the copies made from the media provided under an enrollment must be identical to the product type of the copies they replace. However, an enrolled affiliate may use copies of a desktop operating system made from the media provided under its enrollment in place of copies of the same desktop operating system obtained from a separate source, even though they may be of different types (Le. one may be an upgrade and the other a full license), provided that the product, language and version are identical. The use of any copies made under this subsection 10(c) is subject to the terms and use rights provided with the copies being replaced, and nothing in this section creates or extends any warranty or support obligation. 1 `d. Transferring licenses. a. How to transfer. An enrolled affiliate may transfer perpetual licenses ordered under an enrollment to an affiliate, as defined in the Microsoft Business Agreement, or to an unaffiliated third party in connection with a privatization of the enrolled affiliate, as long as the enrolled affiliate provides us with prior written and signed notice, on a form that we provide, that includes: (I) the applicable enrollment number; (ii) the quantity of licenses being transferred by product and version; (iii) the name, address and contact information of the transferee; and (iv) any other information that we may reasonably request. For all other transfers of licenses to unaffiliated third parties, our written consent is required. We will not withhold our consent unreasonably. No license transfer will be valid unless the transferee accepts in writing the applicable product use rights, use restrictions, limitations of liability, and the transfer restrictions in this section 11. Any transfer made in violation of the requirements or restrictions of this section will be void. b. When transfers are not permitted. An enrolled affiliate may not transfer (i) licenses on a short -term basis, (ii) temporary rights to use products, (iii) Software Assurance coverage, (iv) SLG MBA Microsoft Enterprise Agreement Terms and Conditions Page 12 of 24 v6.0 (North America) July 1, 2002 perpetual licenses for any version of any product acquired through Software Assurance separately from the underlying perpetual licenses for which that Software Assurance coverage was ordered; or (v) upgrade licenses for a desktop operating system product separately from the underlying desktop operating system license or from the computer system on which the product is first installed. T wn termination and renewal. a. Term. This agreement will remain in effect for 36 full calendar months following its of e-cttive date, unless it is terminated as described below. Each enrollment will have the term provided in that enrollment. b. Termination of this agreement. Either party may terminate this agreement if the other party materially breaches its obligations under this agreement or the terms and conditions of the Microsoft Business Agreement. Except where the breach is by its nature not curable within 30 days, the terminating party must give the other party 30 days written notice and opportunity to cure prior to termination. Effect of termination. Such termination will merely terminate either party's and its affiliates' ability to enter into new enrollments under this agreement. Such termination will not affect any enrollment not otherwise terminated, and any terms of this agreement applicable to any enrollment not otherwise terminated will continue in effect with respect to that enrollment. c. Termination of an enrollment - general. 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 amounts owed (even if such non - payment is caused by non - appropriation of funds). If we terminate an enrollment, we may also terminate this agreement and all other enrollments under it, unless the basis for termination of the enrollment is non - appropriation of funds to the enrolled affiliate, in which event we may only terminate the affected enrollment. 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. If we give such notice to an enrolled affiliate, we will give you a copy of that notice as well. If an enrolled affiliate ceases to be your affiliate, you must promptly notify us of this fact, and we may terminate its enrollment. d. Termination of an enrollment — non - appropriation of funds. An enrolled affiliate may terminate an enrollment without liability, penalty or further obligation, to make payments, but subject to Section 12(e), below (Effect of expiration or termination), if funds to make payments under the enrollment are not appropriated or allocated for such purpose. e. Effect of termination or expiration. Upon expiration or termination of any enrollment, the enrolled affiliate must order licenses for all copies of products it or its affiliates have run under its enrollment for which the enrolled affiliate has not previously submitted an order. Except as provided in the next paragraph, in the event of termination, all unpaid installments of the purchase price for any licenses will immediately become due and payable, and the enrolled affiliate will be entitled to perpetual licenses only after all such payments have been made. . If (i) an enrolled affiliate terminates its enrollment as a result of our breach, or (ii) we terminate an enrolled affiliate's enrollment because it has ceased to be your affiliate, or (iii) you terminate an enrollment for non - appropriation of funds, or (iv) we 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 licenses for all copies of the products it has ordered. As an alternative, it may pay only amounts due and payable as of the termination date, in which case the enrolled affiliate will have perpetual licenses for (1) all copies of all products for which payment has been made in full, and (ii) the number of copies of products for which payment has been made in installments that is proportional to the amount that has been paid as of the termination date. SLG MBA Microsoft Enterprise Agreement Terms and Conditions Page 13 of 24 v6.0 (North America) July 1, 2002 • f. How to renew an enrollment. We will provide each enrolled affiliate with 60 days prior written notice of expiration of its enrollment or renewal term advising it of its renewal options. An enrolled affiliate may have the option to renew its enrollment for successive terms of 12 or 36 full calendar months. We and our affiliates will not unreasonably reject any renewal order. However, we may make a change to the Enterprise Agreement program that will make it necessary for you and your enrolled affiliates to enter into new agreements and enrollrnents. Placing renewal orders. To renew, the enrolled affiliate must submit a renewal order within 30 days after the previous term expired. The renewal order must be for Software Assurance for (i) all enterprise products previously ordered for all qualified desktops in the enrolled affiliate's enterprise as of the date of that renewal order, and (ii) all copies of additional products for which the enrolled affiliate elects to renew Software Assurance. Each renewal term will start the day following expiration of the prior term. An enrolled affiliate may not add new enterprise products not previously ordered during the initial term as part of its renewal; to license new enterprise products it must submit a new enrollment. Consequences of non - renewal. If the enrolled affiliate elects not to renew its enrollment or Software Assurance for any additional product under its enrollment, and it otherwise allows Software Assurance for any copies of any products licensed under its enrollment to lapse, then the enrolled affiliate will not be permitted to order Software Assurance for such copies later without first acquiring L &SA. g. Non - appropriation of funds. The State of Florida's performance and obligation to pay under this contract is contingent upon an annual appropriation by the legislature. Nothing in the preceding sentence shall be construed to modify those sections of this agreement that relate to either (i) the determination and adjustment of reference price; (ii) the eligibility of an affiliate to place Software Assurance renewal orders; or (iii) the termination of enrollments and subsequent issuance of partial license confirmations in the event of an affiliate's non - appropriation of funds. 13. Miscellaneous - a. Entire agreement. The documents identified on the cover page to this agreement constitute the entire agreement concerning the subject matter and supersede any prior or contemporaneous communications. In the case of a conflict between any of these documents that is not resolved expressly in the documents, their terms will control in the order specified in the Microsoft Business Agreement. The terms of any purchase order or any general terms and conditions you or your affiliates maintain, other than those mandatory terms required by statute or regulation, do not apply. This agreement (except the product use rights and the Product List) can be changed only as required by law or by an amendment signed by both parties. b. Survival. Provisions regarding product use rights, restrictions on use, evidence of perpetual licenses, transfer of licenses, warranties, limitations of liability, confidentiality, compliance verification and obligations on termination or expiration will survive termination or expiration of this agreement or any enrollment. c. Independent contractors. Resellers are independent contractors who act in their own name and for their own account; they have no authority to bind or impose any obligation or liability upon us. d. Copyright Violation. Except to the extent you are licensed under this agreement, you will be responsible for your violation of our copyright in the products, including payment of license fees specified in this agreement for unlicensed use. Your liability under this paragraph is subject to the limitations found in Section 768.28(18), Florida Statutes, and nothing in this paragraph shall be deemed to alter the limits set forth in therein. SLG MBA Microsoft Enterprise Agreement Terms and Conditions Page 14 of 2.4 v6.0 (Borth America) July 1, 2002 e. Determination of reference prices Reference prices for additional products and enterprise products shall be determined as follows: (1) Determination of pricing for additional products. With respect to a product pool for which additional products are made available, during the term of each enrollment executed hereunder, and provided that you are party to a Microsoft Select Agreement (or its successor) during such term, the volume discount level for each additional product ordered pursuant to such enrollment in each product pool shall be the same volume discount level that corresponds to such pool in such Select Agreement. For example, if the volume discount level for the Servers pool in the State's Select Agreement is "Level D," then the volume discount level hereunder for additional products in the Servers Pool shall also be "Level D." (2) Determination of pricing for enterprise products. (A) Determination of horizon price level. For each product family and for each annual pricing period, we will determine a horizon price level that shall apply to all enrollments containing enterprise products in such product family which have effective dates that fall during such pricing period, pursuant to Table 1 in Addendum A, by matching the horizon desktop count for such family (as of the annual pricing date which immediately precedes such annual pricing period) with the column marked "Annual Price Level Name." For example if, as of the annual price date upon which the determination of horizon price level for an annual pricing period is to be made, the horizon desktop count for the Office family is calculated to be between 60,000 and 79,999 qualified desktops, then the horizon price level for the Office family for such annual pricing period shall be the "60f< Premium Level." (8) Determination of initial price level. For each product family and for each annual pricing period, we will determine an initial price level that shall apply to all enrollments containing enterprise products in such product family which have effective dates that fall during such annual pricing period, pursuant to Table 1 in Addendum A, by matching the aggregate family desktop count for such family (as of the annual pricing date which immediately precedes such annual pricing period) with the column marked "Annual Price Level Name." For example if, as of the annual price date upon which the determination of initial price level for an annual pricing period is to be made, the aggregate family desktop count for the Office family is calculated to be between 80,000 and 119,999 qualified desktops, then the initial price level for the Office family for such annual pricing period shall be the `80K Premium Level." (C) Establishing component initial desktop reference prices for new enrollments. The Government EA Price List provided to reseliers generally contains reference prices for the following common enterprise products: o Microsoft Office Professional; o Microsoft Windows XP Professional Operating System Upgrades; o Microsoft Core CAL; and o Microsoft Desktop Professional (which is a suite composed of the preceding three component products, and the reference price for which is equal to the sum of the three component reference prices less the applicable platform discount). For the purposes of the agreement, the Government EA Price List entry for Microsoft Desktop Professional (or any other enterprise product we might add to such price list that is a combination of component products from different product families) shall not apply, SLG MBA Microsoft Enterprise Agreement Terms and Conditions Page 15 of 24 v6.0 (North America) July 1, 2002 since this section 13(e) provides an alternate and equivalent means by which the component products of such suite shall be priced. Rather, the components of Microsoft Desktop Professional (or other suite of products from different product families) shall be sold as separate line items to the reseller. This is necessary in order that the year 3 desktop reference prices which apply to each of the product families which contain the component products may be adjusted separately, as set forth below in Section 13(e)(2)(G). On each annual pricing date, we will establish a list of 3 -year desktop reference prices, year 1 desktop reference prices, year 2 desktop reference prices, and year 3 desktop reference prices (collectively, "initial desktop reference prices') for each of the most commonly requested enterprise products, plus any other enterprise products for which you may have requested reference prices. We will provide you with a list of such reference prices. We will also provide your reseller(s) with a list of such initial desktop reference prices, along with the corresponding confidential reseller costs. Such initial desktop reference prices shall apply to all new enrollments signed during the annual pricing period which immediately follows such annual pricing date, but not thereafter, unless different initial prices are agreed upon in writing between us and an enrolled affiliate (or between us and you) based upon certain exceptions to standard terms including (but not limited to) applied credits and/or deferred payment schedules. Initial desktop reference prices and true up desktop reference prices for each enterprise product sold on an enrollment which becomes effective during an annual pricing period shall be calculated, using the formulas below, using each such product's standard license Select reference price ("L") (except as noted below with respect to the Windows Professional Upgrade) and one -year Software Assurance Select reference price ("SA") pursuant to the reference prices found on the Select Price List which is in effect as of the annual pricing date upon which the determination is being made for such annual pricing period, and using a Select volume discount level that is determined for each pool based on the respective initial desktop count and horizon desktop counts for the corresponding product family as of such annual pricing date, as follows: Qualified Desktops Select Level 15,000 or more D 6,000 - 14,999 C 2,400 - 5,999 B 2,399 or less A For example, if, as of the annual pricing date for which a determination is being made, both the horizon and initial desktop counts for the Office family are 15,000 or more qualified desktops, then the Select reference prices that apply when calculating "L" and "SA" for products in the Office Family, for use in the below formulas, shall be based upon the "Level D" Select reference prices for such products. For the purposes of determining the value of "L" solely with respect to the Windows Professional Upgrade, sixty percent (60 %) of the Select reference price of such Upgrade shall be used. The following formulas shall apply: (1) for orders of License & Software Assurance on an initial order made pursuant to a non - renewal enrollment, the initial annual reference prices shall be calculated according to the following formulas: SLG MBA Microsoft Enterprise Agreement Terms and Conditions Page 16 of 24 v6.0 (North America) July 1, 2002 Formula for 3 -year desktop reference price (using the horizon desktop count to determine the applicable Select volume discount levels): ((L + (3 x SA ) J x 0.85 ); less (a) an additional premium level discount (if applicable); less (b) a platform discount (if applicable) pursuant to the terms , and conditions below governing such additional discounts. Formula for both year 1 and year 2 desktop reference prices (using the initial desktop count to determine the applicable select volume discount levels): ((L + (3 x SA ) J x 0.85 / 3 ); less (a) an additional premium level discount (if applicable); less (b) a platform discount (if applicable) pursuant to the terms and conditions below governing such additional discounts. Formula for year 3 desktop reference price: ( 3 -year desktop reference price - year 1 desktop reference price - year 2 desktop reference price J (11) for orders of Software Assurance on an initial order made pursuant to a renewal enrollment, the initial annual reference prices shall be calculated according to the following formulas: Formula for 3 -year desktop reference price (using the horizon desktop count to determine the applicable select volume discount levels): ( ( 3 x SA ) x 0.95 ); fess (a) an additional premium level discount (if applicable); less (b) a platform discount (if applicable) pursuant to the terms and conditions below governing such additional discounts. Formula for both year 1 and year 2 desktop reference prices (using the initial desktop count to determine the applicable select volume discount levels): { SA x 0.95 ); less (a) an additional premium level discount (if applicable); less (b) a platform discount (if applicable) pursuant to the terms and conditions below governing such additional discounts. Formula for year 3 desktop reference price: ( 3 -year desktop reference price - year 1 desktop reference price - year 2 desktop reference price (iii) for orders of License & Software Assurance on the first anniversary true up order made pursuant to either a renewal enrollment or a non - renewal enrollment, the true up desktop reference price shall be calculated according to the following formula (using the initial desktop count to determine the applicable select volume discount levels): ( L + ( 2.5 x SA )) x 0.85; less an additional premium level discount (if applicable); less a platform discount (if applicable) pursuant to the terms and conditions below governing such additional discounts; (iv) for orders of License & Software Assurance on the second anniversary true up order made pursuant to either a renewal enrollment or a non - renewal enrollment, the true up desktop reference price shall be calculated according to the following formula (using the initial desktop count to determine the applicable select volume discount levels): ( L + ( 1.5 x SA ) J x 0.85; less an additional premium level discount (if applicable); less a platform discount (if applicable) pursuant to the terms and conditions below governing such additional discounts; and SLG MBA Microsoft Enterprise Agreement Terms and Conditions Page 17 of 24 v6.0 (North America) July 1, 2002 (v) for orders of License & Software Assurance on the third anniversary true up order made pursuant to either a renewal enrollment or a non - renewal enrollment, the true up desktop reference price shall be calculated according to the following formula (using the initial desktop count to determine the applicable select volume discount levels): ( L f ( 0.5 x SA )) x 0.85; less an additional premium level discount (if applicable); less a platform discount (if applicable) pursuant to the terms and conditions below governing such additional discounts. The results of each of the above calculations will be rounded to the nearest penny. (D) Additional discounts applied to initial prices for components. After calculating initial prices for each component enterprise product pursuant to the above formulas, the following additional discounts may be applied to such prices, subject to the terms and conditions below: (a) A `premium level discount" will be applied to an enterprise product, provided that the aggregate family desktop count that applies to such product is equal to or greater than 40,000 qualified desktops. The amount of such premium level discount with respect to initial price levels shall be determined according to Table 1 in Addendum A, by matching the initial desktop count for the applicable product family (as of the annual pricing date which immediately precedes such annual pricing period) with the applicable column under the heading "Premium Level Discount." The amount of such premium level discount with respect to horizon price levels shall be determined according to Table 1 in Addendum A, by matching the horizon desktop count for the applicable product family (as of the annual pricing date which immediately precedes such annual pricing period) with the applicable column under the heading "Premium Level Discount." Such premium level discount (if any) will be applied before applying a platform discount (if any). For example, if the year 1 annual reference price of a component product in a non - renewal enrollment, before a premium level discount and /or platform discount is applied, is $100.00, and if the initial price level for the product family for the applicable annual pricing period is determined to be the 80K premium level, Then a corresponding premium level discount of 6% will be applied (i.e. a discount of 6 percent of $100.00, or $6.00), such that the resulting initial annual reference price before the platform discount is applied will be: ($100.00 — $6.00) = $94.00. For another example, if the 3 -year reference price of a component product in a non - renewal enrollment, before a premium level discount and /or platform discount is applied, is $300.00, and if the horizon price level for the product family for the applicable annual pricing period is determined to be the 60K premium level, then a corresponding premium level discount of 4% will be applied (i.e. a discount of 4 percent of $300.00, or $12.00), so the resulting 3 -year reference price before the platform discount is applied will be: ( $300.00 — $12.00) = $288.00. (b) A `platform discount" will be applied to component platform products (e.g. Microsoft Office Professional) ordered pursuant to platform SLG MBA Microsoft Enterprise Agreement Terms and Conditions Page 18 of 24 v6.0 (North America) July 1, 2002 enrollments, but not to other enterprise products, if any, in such platform enrollments (e.g. a platform discount would not apply to Microsoft Project). Such premium level discount (if any) will be applied after applying a premium level discount (if any), and shall be as follows: Such platform discounts are as follows: (1) 15% for initial orders of License & Software Assurance on non - renewal enrollments; (ii) 5% for initial orders (but not true up orders) of Software Assurance for renewal enrollments; and (iii) 15% for true up orders of License & Software Assurance for both renewal enrollments and non - renewal enrollments. For example, if the year 1 desktop reference price of a component product in a non - renewal platform enrollment, after the premium level discount is applied, is $94.00, then a platform discount of 15% will be applied (i.e. 15% of $94.00, or $14.10), so the resulting initial annual reference price will be {$94.00 - $14.10) = $79.90. The results of each of the above discount calculations will be rounded to the nearest penny. Platform discounts will be provided so long as they are made generally available to all volume licensing customers. If the amount of such generally available platform discount is either increased, decreased, or eliminated, such increase, decrease or elimination will apply to the annual pricing period which immediately follows such event. (E) Annual provision of reference prices. Table 3 in Addendum A shows the initial desktop reference prices, year 1 desktop reference prices, and year 2 desktop reference prices that shall apply during the first annual pricing period hereunder. Table 4 in Addendum A shows the true up desktop reference prices that shall apply during the first annual pricing period hereunder. We will provide you with new initial annual reference prices on or before the first day of each subsequent annual pricing period. (F) Determination of 1st anniversary, 2nd anniversary, and ending price levels. Upon each annual pricing date, and for each product family, we will both: (i) determine a volume discount level by matching the aggregate family desktop count for such family (as of such annual pricing date) with the column marked "Annual Price Level Name. "pursuant to Table 1 in Addendum A. Such volume discount level shall: ® be referred to hereafter as the "i anniversary price level" with respect to enrollments (if any) for which the first anniversary of their effective dates falls during the annual pricing period which immediately follows such annual pricing date; and be referred to hereafter as the "21d anniversary price level" with respect to enrollments (if any) for which the second anniversary of their effective dates falls during the annual pricing period which immediately follows such annual pricing date; and (ii) determine an `ending price level" with respect to enrollments for which the second anniversary of their effective dates falls during the annual pricing period which immediately follows such annual pricing date. Such ending price level shall be SLG MBA Microsoft Enterprise Agreement Terms and Conditions Page 19 of 24 v6.a (North America) July 1, 2002 determined according to the relationship between initial price level, 1 anniversary price level, and 2nd anniversary price level, respectively, according to the following table: SLG MBA Microsoft Enterprise Agreement Terms and Conditions Page 20 of 24 v6.0 (North America) July 1, 2002 Annual Price Level Criteria: Examples with sample price levels: If the l And the 2nd then the Initial 1 st 2 nd Ending anniversary anniversary ending Annual Anniversary Anniversary Price price level price level price level Price Annual Price Annual Price Level is: is: will be: level Level Level the same as The initial the initial any level price level 80K 80K Any Level 80K price level the same or Higher than higher than The first 120K or 120K or the initial the first anniversary 80K 120K price level anniversary price level higher higher price level lower than the first Higher than anniversary the second the initial price level anniversary 60K 120K 80K 80K price level but higher price level than the initial level Higher than the same as the initial or lower than The initial 80K 120K 80K or 60K 80K price level the initial price level price level the same or Lower than lower than The first the initial the first anniversary 60K 40K 40K or D 40K price level anniversary price level price level higher than the first Lower than anniversary the second the initial price level anniversary 60K D 40K 40K price level but lower price level than the initial level the same as Lower than or higher The initial the initial than the price level 60K D or 40K 60K or 80K 60K price level initial price level For the purposes of the above table, one annual price level is `higher" than another volume level if the minimum aggregate family desktop count requirement for such level is greater than that for the second level, and one annual price level is "lower" than another volume level if the minimum aggregate family desktop count requirement for such level is SLG MBA Microsoft Enterprise Agreement Terms and Conditions Page 21 of 24 v6.0 (North America) July 1, 2002 lower than that for the second level. For example, the 4 0K Premium Level is lower than the 60K Premium Level, but is higher than Level D. (G) Ad(ustments to year 3 desktop reference prices upon sustained increase of annual price level. The year 3 desktop reference prices of each enterprise product in each enrollment is subject to reduction, provided that the ending price level for the applicable product family has increased, relative to the horizon price level. Such reduction in year 3 desktop reference price will be determined separately for each product family, prior to the second anniversary of each enrollment's effective date, based upon adjustment multipliers determined pursuant to Table 2 in Addendum A. The adjustment multiplier for each applicable product family on an enrollment is determined pursuant to such table by finding the intersection of (1) the column which corresponds to the combination of initial price level and horizon price level, and (ii) the line which corresponds to the ending price level. To determine the adjusted year 3 desktop reference price for an enterprise product, the adjustment multiplier applicable to each enterprise product will be multiplied by the originally calculated year 3 desktop reference price for such product, and the resulting amount shall be rounded to the nearest Penny. (H) Additional terms and conditions. You acknowledge and agree that there may be certain instances in which the reference prices of certain enterprise products in certain enrollments executed by affiliates, whether under this Enterprise Agreement or otherwise under a separate Enterprise Agreement or Enterprise Subscription agreement, may be adjusted in ways that vary from the adjustments agreed upon in Section 13(e)(2)(G), pursuant to separate agreement between the enrolled affiliate and us. Such instances may include, but are not limited to, those enrollments: (i) that were executed prior to this enterprise agreement; (ii) that contain other enterprise products than those in the three product families defined herein; (iii) for which we negotiate a special payment schedule such as a "ramped" installment payments; and (iv) for which a special price is negotiated to match the equivalent Select reference price for sufficient licenses, such as to account for unexpired Upgrade Advantage and /or Software Assurance. In the event that, in the absence of this Section 13(e), an enrolled affiliate would otherwise qualify for a lower reference price, for one or more of its chosen enterprise products, than the corresponding reference prices) for such enterprise product(s) as determined pursuant to the terms and conditions hereof, the lower of the two reference prices for each such enterprise product shall apply. Reference prices are provided only for the purpose of comparison. Actual pricing and payment terms will be determined by agreement between each enrolled affiliate and its chosen reseller. All adjustments to reference prices defined herein will correspond to a proportional adjustment we will make to the reseller's confidential cost. The State shall, in the normal course of business, post this agreement to the State's MyFlorida.com website. SLG MBA Microsoft Enterprise Agreement Terms and Conditions Page 22 of 24 v6.0 (North America) July 1, 2002 Adderidurn A Table... 1: Volume Level Determinations EA / Select Prer k1rn I oriZan :3SC:iaia 1 v01siu$ er Price List Level initialEPesk op Count Annual Price Level Maisie Volume Level Discount _ Below 40,000 Level D Level D N/A Le �� 40,000 - 59,999 40K Premium Level Level D _ 2.0% 60,000 - 79,999 60K Premium Level Level D 4.0% 80,000 119,999 80K Premium Level Level D 6.0% 1 20,000 - 299,999 120K Premium Level Level D 7.5% 300,000 - 499,999 300K Premium Level Level D 9.0% 500,000 or more 500K Premium Level Level D 10.0 % - Table 2: Multipliers to apply to "ramped" Year 3 price: Initial Price Level D _ 40K 40K 60K< 60K - I 60K 80K Horizon Price Level 0 0 40K 0 40K 60K 0 Level D 1.000 1.000 1.000 1.000 1.000 1.000 1.000 g 40K Premium Level 0.940 0.942 1.000 0.944 1.000 1.000 0.946 a 60K Premium Level 0.880 0.865 0.939 0.889 0.941 1.000 0.893 c 80K Premium Level 0.820 0.827 0.878 0.833 0.882 0.938 0.839 ii --1 1 120K Premium Level 0.775 0.784 0.832 0.792 0.838 0.891 0.799 to 300K Premium Level 0.730 0.740 0.786 0.750 0.794 0.844 0.759 500K Premium Level 0.700 0.712 0.755 0.722 0.765 0.813 0.732 Initial Price Level 80K 80K 80K 120K 120K 120K 120K Horizon Price Level 40K 60K 80K 0 40K 60K 80K Level 0 1.000 _ 1.000 1.000 1.000 1.000 1.000 1.000 u 40K Premium Level 1.000 1.000 1.000 0.948 1.000 1.000 1.000 Q a 60K Premium Level 0.943 1.000 1.000 0.696 0.945 1.000 1.000 c �'�, 80K Premium Level 0.887 0.940 1.000 0.843 0.890 0.942 1.000 i5 120K Premium Level 0.844 0.895 0.952 0.804 0.849 0.898 0.954 ui 300K Premium Level 0.802 0.850 0.904 0.765 0.807 0.854 0.907 500K Premium Level 0.774 0.820 0.872 0.739 0.780 0.825 0.876 initial Price Level 1201: 300X 300K 300K 300K 300K 3001K Horizon Price Level 120K 0 40K 60K BOK 120K. 3001K Level D 1.000 1.000 1.000 - 1.000 1.000 1.000 1.000 0 0 40K Premium Level 1.000 0.949 1.000 1.000 1.000 1.000 1.000 Q. 75 60K Premium Level 1.000 0.898 0.946 1.000 1.000 1.000 1.000 e o 8 0K Premium Level 1.000 0.847 0.893 0.943 1.000 1.000 1.000 v - 120K Premium Level 1.000 0.809 0.853 0.901 0.955 1,000 1.000 l a 300K Premium Level 0.951 0.771 0.813 0.858 0.910 0.953 1.000 500K Premium Level 0.919 0.746 0.786 0.830 0.880 0.921 0.967 Initial Price Level 1 500K 500K 500K 500K 500K 500K _ 500K Horizon Price Levet D 40K 60i< 801< 120K 300K 500K Level 0 1.000 1.000 1.000 1.000 1.000 1.000 1.000 401< Premium Level 0.950 1.000 1.000 1.000 1.000 1.000 1.000 & ® 60K Premium Level 0.900 0.947 1.000 1.000 1.000 1.000 1.000 e m 80K Premium Level 0.850 0.895 0.944 1.000 1.000 1.000 1.000 r - 120K Premium Level 0.813 0.855 0.903 0.956 1.000 1.000 1.000 to 300K Premium Level 0.775 0.816 0.861 0.912 0.954 1.000 1.000 5001< Premium Level 0.750 0.789 0.833 0.882 0.923 0.968 1.000 SLG MBA Microsoft Enterprise Agreement Terms and Conditions Page 23 of 24 v6.0 (North America) July 1, 2002 Abddendum A (Continued) Table 3: Per - Desktop Reference Prices for initial Orders Under Enrollments During the lst Annual Pricing Period The following reference prices are calculated pursuant t0 Section 12(d), using an BOK Initial Price Level and an 80K Horizon Price Level, which are based on the following desktop counts as of the 1st annual pricing date, none of Which are scheduled to expire by 1118 second annual pricing date: Office Windows From Enterprise Enrollments: l 99,388 86,751 64,221 Non- Platform Enrollments . Non - Renewal Enrollments _ Renewal Enrollments 3 -Year Year 1 Year 2 Year 3 3 -Year Year 1 Year 2 Year 3 Desktop Desktop Desktop Desktop Desktop Desktop Desktop Desktop Reference Reference Reference Reference Reference Reference Reference Reference Price Price Price Price"` Price Price Price Price** SackOflice CAL 300.42 100.14 100.14 100.14 144.67 4822 48.22 48.23 Core CAL 216.53 72.18 72.18 72.17 F 104.48 34.63 34.83 34.82 Exchange CAL 72.71 24.24 24.24 24.23 34.83 11.61 11.61 11.61 Office Pro 534.53 178.18 1 178.17 278.62 92.87 92.87 92.88 Office std 443.45 147.82 147.82 147.81 230.39 76.80 76.80 76.79 SharePoint CAL 77.50 25.83 25.83 25,84 37.51 12.50 12.50 12.51 SMS CAL 44.74 14.91 14.91 14.92 21.43 7.14 7.14 7.15 SQL CAL 161.40 53.80 53.60 53.80 77.89 25.90 25.90 25.89 Windows CAL 32.76 10.92 10.92 10.92 16.07 5.36 5.36 5.35 n.ows `ro ess onal F 161.80 53.93 53.93 _ 53.94 115.20 38.40 J 38.40 38.40 • Platform Enrollments Non - Renewal Enrollments Renewal Enrollments 3 -Year Year 1 Year 2 Year 3 3 -Year Year 1 Year 2 Year 3 Desktop Desktop Desktop Desktop Desktop Desktop Desktop Desktop Reference Reference Reference Reference Reference References Reference Reference Price Price Price Price .« Price Price Price Price •, SackOffice CAL 255.36 85.12 85.12 85.12 137.44 45.81 45.81 45.82 Core CAL 184.05 61.35 61.35 61.35 99.26 33.09 1 33.09 33.08 Exchange CAL 61.80 20.60 20.60 20.60 33.09 11.03 11.03 11.03 Office Pro _ 454.35 151.45 , 151.45 151.45 264.69 11.111111M531 88.23 88.23 Office Std 376.93 125.65 125.65 125.63 218.87 72.96 72.96 72.95 SharePoin CAL 65.88 21.96 21.96 21.96 35.63 11.88 11.88 11.87 SMS CAL 38.03 12.67 12.67 12.69 _ 20.35 6.78 6.78 6.80 SQL CAL 137.19 45.73 45.73 45.73 73.81 24.61 24.61 24.59 Windows CAL i 27.65 9.28 9.28 _ 9.29 =MO 5.09 5.09 5.09 Windows Professional ! 137.53 45.84 45.84 45.85 109.44 36.48 36.48 36.48 Note that the Year 3 Desktop reference Price is subject to reduction in certain cases, pursuant to the terms and conditions of Section 12(d). Table 4: Per Desktop True Up Reference Prices for Enrollments Under Enrollments During theist Annual Pricing Period Non - Platform Enrollments Platform Enrollments 1st 2nd 3rd lst 2nd 3rd Anniversary Anniversary Anniversary Anniversary Anniversary Anniversary True Up True Up True Up True Up True Up True Up Desktop Desktop Desktop Desktop Desktop Desktop Reference Reference Reference Reference Reference Reference Price Price Price Price Price Price 13ac WtilceCAL 278.85 235.71 192.56 _ 237.02 200.35 163.68 Core CAL 200.95 169.79 , 138.63 170.81 144.32 117.84 Exchange CAL 67.52 5713 45.74 _ 57.39 48.56 39.73 Office Pro 492.98 409.89 326.79 419.03 348.41 277.77 .0ffice Std 409.09 340.37 271.66 347.73 289.31 230.91 SharePoint CAL 71.91 60.72 49.54 61.12 51.61 42.11 SMS CAL 41.55 35.16 28.76 35.32 29.89 24.45 SQL CAL 149.81 126.64 103.47 127.34 107.64 87.95 Windows CAL _ 30.36 25.57 20.77 25.81 21.73 17.65 r n • ows r ro ess onal 144.62 110.26 75.91 122.93 93.72 64.52 SLG MBA Microsoft Enterprise Agreement Terms and Conditions Page 24 of 24 v6.0 (North America) July 1, 2002 11'I I` -I I 'll:'0 H L I_ +, 1 K _ ,,li s o V c,l- — i.0 i4et � i EA Cost years 1 -3 I Optional Renewal Agreement 12010 -2013) Products quantity USA Cost Year 1 Year 2 Year 3 IA Cost Year Four Year Five Year Six Full Platform Desktop EA Office Pro L /SA 90 262.00 $ 23,580.00 $ 23580.00 $ 23,580.00 151.30 13,590.00 13,590.00 13,590.00 Windows 7 Upg with MDOP /SA 13,590.00 I 13,590,00 ExchgSvr5td ALNG LicSAPk MVL 1 500.00 5500.00 3500.00 3500.00 270.00 270.00 270.00 270.00 S5arePolnt5vr ALNG Uc$APk MVL 1 3,000.00 93,000.00 53,000,00 93,000.00 1,650.00 1.650,00 1,650.00 1,650.00 SysCtrCnfgMgrSvr ALNG LicSAPk MVL 1 380.00 3380.00 3360.00 $380.00 220.00 220.00 220.00 220.00 WinSvrEnt ALNG LicSAPk MVL 2 1,600.00 93,200.00 33,200.00 33,200.00 940.00 1,880.00 1,880.00 1.880.00 Per Proc noted below w /out GALS SQLSvrStd ALNG LicSAPk MVL 1Proc I 1 ' 4.100.00I 34,100.001 34,100.001 54,100.001 2,400.00 2.400.001 2,400.001 2,400.00 i Total Atld•Ons Annual Coat 511,1130.00 911,180.00 311,180.00 5,420.00 6,420.00 5,420,00 Total EA Annual Cost .I $ 34,760.00 I $ 34,760.00 I $ 34,760.00 L_ 20,010.00 20,010,00 20,010.00 Total Cost 3 YR Pen d 104,280.00 60,030.00 Y. "`' � ,' QA zed fur your organization. Renewa/ invent p re ric a subje fo change atyear of renews /. �." `- - -. }�` Prepared By: Tom Miner �' Account Executive- Public Sector Direct: (013) 342 -8526 +r i P Email: Tom Miner@shi.com — Florida State Contract # 252- 001 -09 -1