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Item T5 �aE W `tO4 BOARD OF COUNTY COMMISSIONERS County of Monroe 0� A Mayor Sylvia Murphy,District 5 The Inorida,Keys y Mayor Pro TernDanny Kolhage,District 1 iy Michelle Coldiron,District 2 Heather Carruthers,District 3 David Rice,District 4 County Commission Meeting August 21, 2019 Agenda Item Summary #5950 ADD ON DAY OF MEETING: WILL BE ADD ON T-5 BULK ITEM: Yes DEPARTMENT: Information Technology TIME APPROXIMATE: STAFF CONTACT: Alan MacEachern (305) 295-5110 N/A AGENDA ITEM WORDING: Microsoft Volume License Agreements Renewal - Approval of three (3) year renewal term for Microsoft Volume License Agreements under State of Florida Contract 9: 43230000-15-02 from SHI International Corp. Total cost for 36 month term is $626,872.11, annual cost $208,957.37 yearly ITEM BACKGROUND: Monroe County BOCC is currently enrolled in the Microsoft Volume Licensing Program or Enterprise Agreement (EA) under the State of Florida Contract 4 252-001- 09-1 and has 2 contracts with SHI International Corp. for Microsoft Licenses relating to our Microsoft Windows desktop envimment (Operating System and Office), physical and virtual Microsoft servers, Microsoft SQL Server, online services such as Office 365 and other Microsoft tools such as Project, Visio and Visual Studio. This is a renewal of the 2 agreements which continue to license client access to Windows Servers, Exchange, Office 365 and other Microsoft tools. In addition to the BOCC/Fire Rescue departments, this EA also supports the County Attorney (approximately 15 users and 20 PCs), Guardian Ad Litem (approximately 8 users and 15 PCs), the Tourist Development Council (approximately 7 users and 15 PCs) and the Medical Examiner (approximately 4 users and 7 PCs). PREVIOUS RELEVANT BOCC ACTION: 3 Year EA Approved on 08/17/16 - Item C16 - Pricing of$136,146.51 per year Additional Licenses for EA and True-Up Approved on 08/17/16 - Item C17 - Pricing of$58,239.99 3 Year EA Approved on 08/17/16- Item C18 - Pricing of$4,192.25 per year- 3 Year Total of $12,576.75 CONTRACT/AGREEMENT CHANGES: N/A STAFF RECOMMENDATION: Approval DOCUMENTATION: 2019 Microsoft Enrollment 67041457 BOCC 2019 Microsoft Enrollment 75450408 Fire Rescue 2019 State Term Contract No. 43230000-15-02 2016 BOCC APPROVED FINANCIAL IMPACT: Effective Date: 9-01-2019 Expiration Date: 8-31-2022 Total Dollar Value of Contract: $626,872.11 Total Cost to County: $626,872.11 Current Year Portion: $0 in 2019. $208,957.37 to be paid in October out of budgeted 2020 funds Budgeted: Yes Source of Funds: Primarily Ad Valorem CPI: Indirect Costs: Estimated Ongoing Costs Not Included in above dollar amounts: Revenue Producing: N/A If yes, amount: Grant: N/A County Match: N/A Insurance Required: N/A 10/15/19 001-05002 - TECHNICAL SERVICES $208,957.37 REVIEWED BY: Alan MacEachern Completed 08/14/2019 2:21 PM Assistant County Administrator Christine Hurley Skipped 08/14/2019 2:19 PM Christine Limbert Completed 08/15/2019 12:13 PM Budget and Finance Completed 08/15/2019 1:07 PM Maria Slavik Completed 08/15/2019 1:12 PM Kathy Peters Pending Board of County Commissioners Pending 08/21/2019 9:00 AM Microsoft &�� Licensing o�o� ��n� ��|�� o��n�� Enterprise^ Enrollment� ��e� �� Local u_�m�� m_��uu��u ,�m�w� �� u_��v Enterprise Enrollment number Framework ID (Microsoft mcomplete) 67041457 (if applicable) Previous Enrollment number (Resellermcomplete) 5113183 This Enrollment must be attached to a signature form to be valid. This Microsoft Enterprise Enrollment is entered into between the entities as identified in the signature form aanf the effective date. Enrolled Affiliate represents and warrants it is the same Customer, or an Affiliate of the Customer, that entered into the Enterprise Agreement identified on the program signature form. This Enrollment consists of: (1) these ienno and conditions, (2) the henno of the Enterprise Agreement identified on the signature form, (3) the Product Selection Form, (4) the Product Terms, (5) the Online Services Terms, (8) any Supplemental Contact Information Form. Previous Agreement/Enrollment form, and other forms that may be required, and (7)any order submitted under this Enrollment. This Enrollment may only be entered into under 2011 or later Enterprise Agreement. By entering into this Enrollment, Enrolled Affiliate agrees to be bound by the terms and conditions of the Enterprise Agreement. All terms used but not defined are located sd . |n the event of any conflict the terms of this Agreement control. Effective date. If Enrolled Affiliate is renewing Software Assurance or Subscription Licenses from one or more previous Enrollments or agreements, then the effective date will be the day after the first prior Enrollment or agreement expires or terminates. If this Enrollment is nenevved, the effective dote of the renewal term will be the day after the Expiration Date of the initial term. Otherwise, the effective date will be the date this Enrollment is accepted by Microsoft. Any reference to "anniversary date" refers to the anniversary of the effective date of the applicable initial or renewal term for each year this Enrollment is in effect. Term. The initial term of this Enrollment will expire on the last day of the month, 36 full calendar months from the effective date of the initial term. The renewal term will expire 3G full calendar months after the effective date nf the renewal term. Terms and Conditions 1. Definitions. Terms used but not defined in this Enrollment will have the definition in the Enterprise Agreement. The following definitions are used in this Enrollment: "Additional Product" means any Product identified as such in the Product Terms and chosen by Enrolled Affiliate under this Enrollment. "Community" means the community consisting of one or more of the following: (1) a Government, (2) an Enrolled /Nf|isde using eligible Government Community Cloud Services to provide solutions to a Government uroqualified member of the Community,or(3)a Customer with Customer Data that imsubject to Government regulations for which Customer determines and Microsoft agrees that the use of Government Community Cloud Services is appropriate to meet Customer's regulatory requirements. �A2016EnrGvv(US)SLG(swS)(wov2o1e) Page 1vf10 oocumomxn0'1nOn4 Membership in the Community is ultimately at Microsoft's discretion, which may vary byGovernment Community Cloud Service. "Enterprise Online Service" means any Online Service designated as an Enterprise Online Service in the Product Terms and chosen by Enrolled /Nf|isde under this Enrollment Enterprise Online 8en/ioem are treated aaOnline Servimao, except as noted. "Enterprise Product" means any Desktop Platform Product that Microsoft designates as an Enterprise Product inthe Product Terms and chosen by Enrolled Affiliate under this Enrollment. Enterprise Products must be licensed for all Qualified Devices and Qualified Users on on Enterprise-wide basis under this program. "Expiration Date" means the date upon which the Enrollment expires. "Federal Agency" means n buweeu, dffims, agency, department or other entity of the United States Government. "Government" means e Federal Agenoy, State/Local Entity, or Tribal Entity acting in its governmental capacity. "Government Community Cloud Services" means Microsoft Online Services that are provisioned in Microsoft's multi-tenant data centers for exclusive use by or for the Community and offered in accordance with the Nobuno| Institute of Standards and Technology (N|ST) Special Publication 800-145. Microsoft Online Services that are Government Community Cloud Services are designated as such in the Use Rights and Product Terms. "Industry Device" (also known as line of business device) means any device that: (1) is not useable in its deployed configuration as a general purpose personal computing device(such as a personal computer), a multi-function server, or a commercially viable substitute for one of these systems;and(2)only employs an industry or task-specific software program (e.g. a computer-aided design program used by an architector a point of sale program) ("|nduotryProgrum^). The device may include features and functions derived from Microsoft software or third-party software. |f the device performs desktop functions (such om email, word promassing, mpn*adohemdo, dsdabmoe, network or Internet browsing, or scheduling, or personal Unenoa). then the desktop functions: (1) may only be used for the purpose of supporting the Industry Program functionality; and (2) must be technically integrated with the Industry Program or employ technically enforced policies or architecture to operate only when used with the Industry Program functionality. "Managed Device" means any device on which any Affiliate in the Enterprise directly or indirectly controls one or more operating system environments. Examples of Managed Devices can ba found in the Product Terms. "Qualified Device" means any device that is used by or for the benefit of Enrolled Affiliate's Enterprise and is: (1) a personal desktop computer, portable computer, workstation, or similar device capable ofrunning Windows Pro locally(in a physical or virtual operating system environment), or(2)a device used to access a virtual desktop infrastructure(^VD|"). Qualified Devices do not include any device that is: (1)designated as a server and not used as a personal computer, (2)an Industry Device, or(3) not a Managed Device. At its option, the Enrolled Affiliate may designate any device excluded above (e.g., Industry Device) that is used byor for the benefit ofthe Enrolled Affiliate's Enterprise aoo Qualified Device for all ore subset of Enterprise Products or Online Services the Enrolled Affiliate has selected. "Qualified User" means e person (e.g., amp|nyee, uoneultant, contingent staff) who: (1) is e user ofo Qualified Device, or (2) ocne0000 any aenxar software requiring an Enterprise Product Client Access License or any Enterprise Online Service. |t does not include a person who accesses server software or an Online Service solely under a License identified in the Qualified User exemptions in the Product Terms. "Reseller" means an entity authorized by Microsoft to resell Licenses under this program and engaged by an Enrolled Affiliate to provide pre-and post-transaction assistance related to this agreement; "Reserved License" means for an Online Service identified as eligible for true-ups in the Product Terms, the License reserved by Enrolled Affiliate prior to use and for which Microsoft will make the Online Service available for activation. sx2016EmGm4uG)SuG(EwG)(muv2ol6) Page o"f10 oocumeotxun'1onn* "State/Local Entity" means (1) any agency ofa state or local government in the United Gtatea, or any United States county, borough, commonwealth, city, municipality, town, township, special purpose district, or other similar type of governmental instrumentality established by the lawn of Customer's state and located within Customer's state's jurisdiction and geographic boundaries. "Tribal Entity" means a federally-recognized tribal entity performing tribal governmental functions and eligible for funding and oon/iceo from the U.S. Department of Interior by virtue of its status as on Indian tribe. "Use Rights~ meana, with respect to any licensing pnngnam, the use rights or terms of service for each Product and version published for that licensing program sd the Volume Licensing Site. The Use Rights supersede the terms of any end user license agreement (on-screen or otherwise) that accompanies a Product.The Use Rights for Software are published by Microsoft in the Product Terms.The Use Rights for Online Services are published in the Online Services Terms. "Volume Licensing Site"means hftp://www.microsoft.com/licensing/contracts or a successor site. 2' Order requirements. m' 88ininnuun order requirements. Enrolled Affiliate's Enterprise must have o minimum of35O Qualified Users or Qualified Devices. The initial order must include at least 250 Licenses for Enterprise Products or Enterprise Online Services. (i) Enterprise commitment. Enrolled Affiliate must order enough Licenses to cover all Qualified Users or Qualified Deviceo, depending on the License Type, with one or more Enterprise Products or a mix of Enterprise Products and the corresponding Enterprise Online Services (as long as all Qualified Devices not covered by a License are only used by users covered with o user Licenoe). (ii) Enterprise Online Services only. If no Enterprise Product is ondonod. then Enrolled Affiliate need only maintain at least 260 Subscription Licenses for Enterprise Online Services. b' Additional Products. Upon satisfying the minimum order requirements above. Enrolled Affiliate may order Additional Products. o. Use Rights for Enterprise Products. For Enterprise Products, ifa new Product version has more restrictive use rights than the version that is current at the start of the applicable initial or renewal term of the Enro||ment, those more restrictive use rights will not apply to Enrolled Affiliate's use of that Product during that term. d. Country ofusage. Enrolled Affiliate must specify the countries where Licenses will be used on its initial order and on any additional orders. e. Resm||ers. Enrolled /ffi|isda must choose and maintain m Raoe||er authorized in the United States. Enrolled Affiliate will acquire its Licenses through its chosen ReoaUer. Orders must be submitted to the ReoeUarvvho will transmit the order to Microsoft. The Reoe||er and Enrolled Affiliate determine pricing and payment terms as between them, and Microsoft will invoice the Reseller based on those terms.Throughout this Agreement the term"price"refers to reference price. Resellers and other third parties do not have authority to bind or impose any obligation or liability on Microsoft. t Adding Products. (i) Adding new Products not previously ordered. New Enterprise Products or Enterprise Online Services may be added at any time by contacting a Microsoft Account Manager or Reoe||er. New Additional Products, other than Online Services, may be used if an order is placed in the month the Product is first used. For Additional Products that are Online Services, on initial order for the Online Service ia required prior touse. sx2016EnrOov(uS)SLG(en(;)(No«2O16) 'age xuf1n 0U Adding Licenses for previously ordered Products. Additional Licenses for previously ordered Products other than Online Services may be added at any time but must be included in the next true-up order. Additional Licenses for Online Services must beordered prior to use, unless the Online Services are (1) identified as eligible for true-up in the Product Terms or(2) included ao part of other Licenses. g- True-up requirements. Enrolled Affiliate must submit on annual true-up order that accounts for any changes since the initial order or last order. If there are no changes, then onupdate statement must be submitted instead ofn true-up order. (|) Enterprise Products. For Enterprise Products, Enrolled Affiliate must determine the number of Qualified Devices and Qualified Users (if ordering user-based Licenses)at the time the true-up order is placed and must order additional Licenses for all Qualified Devices and Qualified Users that are not o|naody covered by existing Uuenuae, including any Enterprise Online Services. (Ut) Additional Products. For Additional Products that have been previously ordered under this Enrollment, Enrolled Affiliate must determine the maximum number ofAdditional Products used since the latter of the initial order, the last true-up order, or the prior anniversary date and submit atrua-Lp order that accounts for any increase. (III)Online Services. For Online Services identified as eligible for true-up in the Product Terms, Enrolled Affiliate may place a reservation order for the additional Licenses prior to use and payment may be deferred until the next true-up order. Microsoft will provide a report of Reserved Licenses ordered but not yet invoiced to Enrolled Affiliate and its Reoe||er. Reserved Licenses will be invoiced retroactively to the month in which they were ordered. (iv)Subscription License reductions. Enrolled Affiliate may reduce the quantity of Subscription Licenses at the Enrollment anniversary date on a prospective basis if permitted in the Product Terms, aafollows: 1) For Subscription Licenses that are part of an Enterprise-wide purchase, Licenses may be reduced if the total quantity of Licenses and Software Assurance for an applicable group meets or exceeds the quantity ofQualified Devices and Qualified Users (if ordering user-based Licenses) identified on the Product Selection Form, and includes any additional Qualified Devices and Qualified Users added in any prior true-up orders. Step-up Licenses do not count towards this total count. 2) For Enterprise Online Smn/ioeo that are not o part of an Enterprise-wide purchase, Licenses can be reduced as long as the initial order minimum naquinumanbo are maintained. 3) For Additional Products available as Subscription Lioenaom, Enrolled Affiliate may reduce the Licenses. |f the License count io reduced to zero, then Enrolled Affiliate's use of the applicable Subscription License will becancelled. Invoices will be adjusted to reflect any reductions in Subscription Licenses at the true-up order Enrollment anniversary date and effective eoof such date. (v) Update statement. An update statement must be submitted instead ofo true-up order if, since the initial order or |ont true-up order. Enrolled Affiliate's Enterprise: (1) has not changed the number ofQualified Devices and Qualified Users licensed with Enterprise Products or Enterprise Online Services; and (2) has not increased its usage of Additional Products. This update statement must be signed by Enrolled Affiliate's authorized representative. (vi)Trme-up order period. The true-up order or update statement must be received by Microsoft between GD and 3O days prior to each Enrollment anniversary date. The third- year true-up order or update statement is due within 30 days prior to the Expiration Date, and any license reservations within this 30 day period will not be accepted. Enrolled Affiliate sx2016s,i�rGp°(US)SuG(ENG)(wnv2010) Page 4of10 onoumrntxou'1mna4 may eubmdbue'up orders more often to account for increases in Product ueagm, but an annual true-up order or update statement must still be submitted during the annual order period. (vD)Lmte true-up order. If the true-up order or update statement is not naoeiwad when due. Microsoft will invoice RaoaUarfor all Reserved Licenses not previously invoiced and Subscription License reductions cannot be reported until the following Enrollment anniversary date(or ed Enrollment renewal, aoepp|icab|e). h' Step-up Licenses. For Licenses eligible for a step-up under this Enrollment, Enrolled Affiliate may step-up toa higher edition or suite aofollows: (i) For step-up Licenses included on an initial order, Enrolled Affiliate may order according to the true-up process. (0) If step-up Licenses are not included on an initial order. Enrolled /#f|icde may step-up initially by following the process described in the Section titled "Adding new Products not previously ordered," then for additional step-up Uoenoee, by following the true-up order process. |. Clerical errors. Microsoft may correct clerical errors in this EnnoUment, and any documents submitted with or under this EnroUment, by providing notice by email and a reasonable opportunity for Enrolled /Nf|iota to object to the correction. Clerical errors include minor miotmkeo, unintentional additions and omissions. This provision does not apply bo material terms, such as the identity, quantity or price ofe Product ordered. j- Verifying compliance. Microsoft may, in its discretion and ed its expense, verify compliance with this Enrollment ao set forth inthe Enterprise Agreement. 3. Pric' o. Price Levels. For both the initial and any renewal term Enrolled Affiliate's Price Level for all Products ordered under this Enrollment will be Level`D"throughout the term of the Enrollment. b. Setting Prices. Enrolled Affiliate's prices for each Product or Service will be established by its RooaUer. Except for Online Services designated in the Product Terms as being exempt from fixed pricing, As long as Enrolled Affiliate continues to qualify for the same price |evo|, Microsoft's prices for Resellers for each Product or Service ordered will be fixed throughout the applicable initial or renewal Enrollment term. W4icnmooft'm prices to ReeaUenuanu reestablished ed the beginning nf the renewal term. 4. Payment terms. For the initial or renewal order, Enrolled Affiliate may pay upfront or elect to spread its payments over the applicable Enrollment bsnn. If an upfront payment is e|eoted. Microsoft will invoice Enrolled Affiliate's Raue||er in full upon acceptance of this Enrollment. If spread payments are e|euted, un|aeo indicated otherwise, Microsoft will invoice Enrolled Affiliate's Read|er in three equal annual installments. The first installment will be invoiced upon Microsoft's acceptance of this Enrollment and remaining installments will be invoiced on each subsequent Enrollment anniversary date. Subsequent orders are invoiced upon acceptance of the order and Enrolled Affiliate may elect to pay annually or upfront for Online Services and upfront for all other Licenses. 5' End of Enrollment term and termination. a' General. Adthe Expiration Date,Enrolled Affiliate must immediately order and pay for Licenses for Products it has used but has not previously submitted an onjer, except eeotherwise provided in this Enrollment. EA2016snxavv(uS)SL0(swC)(wm2016) Page oof10 DopvmentXea1uoa4 b. Renewal option. At the Expiration Date of the initial term, Enrolled Affiliate can renew Products by renewing this Enrollment for one additional 36-month term or by signing a new Enrollment. Microsoft must receive a Renewal Form, Product Selection Form, and renewal order prior to or at the Expiration Date. Microsoft will not unreasonably reject any renewal. Microsoft may make changes to this program that will make it necessary for Customer and its Enrolled Affiliates to enter into new agreements and Enrollments at renewal. c. If Enrolled Affiliate elects not to renew. (i) Software Assurance. If Enrolled Affiliate elects not to renew Software Assurance for any Product under its Enrollment,then Enrolled Affiliate will not be permitted to order Software Assurance later without first acquiring a new License with Software Assurance. (ii) Online Services eligible for an Extended Term. For Online Services identified as eligible for an Extended Term in the Product Terms, the following options are available at the end of the Enrollment initial or renewal term. 1) Extended Term. Licenses for Online Services will automatically expire in accordance with the terms of the Enrollment.An extended term feature that allows Online Services to continue month-to-month ("Extended Term")for up to one year, unless designated in the Product Terms to continue until cancelled, is available. During the Extended Term, Online Services will be invoiced monthly at the then-current published price as of the Expiration Date plus a 3% administrative fee. If Enrolled Affiliate wants an Extended Term, Enrolled Affiliate must submit a request to Microsoft at least 30 days prior to the Expiration Date. 2) Cancellation during Extended Term. At any time during the first year of the Extended Term, Enrolled Affiliate may terminate the Extended Term by submitting a notice of cancellation to Microsoft for each Online Service. Thereafter, either party may terminate the Extended Term by providing the other with a notice of cancellation for each Online Service. Cancellation will be effective at the end of the month following 30 days after Microsoft has received or issued the notice. (iii)Subscription Licenses and Online Services not eligible for an Extended Term. If Enrolled Affiliate elects not to renew, the Licenses will be cancelled and will terminate as of the Expiration Date. Any associated media must be uninstalled and destroyed and Enrolled Affiliate's Enterprise must discontinue use. Microsoft may request written certification to verify compliance. d. Termination for cause. Any termination for cause of this Enrollment will be subject to the "Termination for cause" section of the Agreement. In addition, it shall be a breach of this Enrollment if Enrolled Affiliate or any Affiliate in the Enterprise that uses Government Community Cloud Services fails to meet and maintain the conditions of membership in the definition of Community. e. Early termination. Any early termination of this Enrollment will be subject to the "Early Termination" Section of the Enterprise Agreement. For Subscription Licenses, in the event of a breach by Microsoft, or if Microsoft terminates an Online Service for regulatory reasons, Microsoft will issue Reseller a credit for any amount paid in advance for the period after termination. 6. Government Community Cloud. a. Community requirements. If Enrolled Affiliate purchases Government Community Cloud Services, Enrolled Affiliate certifies that it is a member of the Community and agrees to use Government Community Cloud Services solely in its capacity as a member of the Community and, for eligible Government Community Cloud Services, for the benefit of end users that are members of the Community. Use of Government Community Cloud Services by an entity that is not a member of the Community or to provide services to non-Community members is strictly EA2016EnrGov(US)SLG(ENG)(Nov2016) Page 6 of 10 Document X20-10634 prohibited and could nseub in termination uf Enrolled Affiliate's license(s) for Government Community Cloud Services without notice. Enrolled Affiliate acknowledges that only Community members may use Government Community Cloud Services. b. All terms and conditions applicable to non-Government Community Cloud Services also apply to their corresponding Government Community Cloud Services, except as otherwise noted in the Use Rights, Product Terms, and this Enrollment. o. Enrolled Affiliate may not deploy or use Government Community Cloud Services and corresponding non-Government Community Cloud Services in the same domain. d' Use Rights for Government Community Cloud Services. For Government Community Cloud Services, notwithstanding anything to the contrary in the Use Rights: (|) Government Community Cloud Services will be offered only within the United States. (ii) Additional European Terms, oa set forth in the Use Rights, will not apply. (iii) References to geographic areas in the Use Rights with respect to the location of Customer Data at rest, ae set forth in the Use Rights, refer only to the United States. EA2016sn,suv(u8)aLo(swo)(wov2Ol6) Page 7vf1u onoumemx2n'1oon* Enrollment Details 1. Enrolled Affiliate's a' Identify which Agency Affiliates are included in the Enterprise. (Required) Enrolled Affiliate's Enterprise must consist of entire offioee, bureaue, aQendee, departments or other entities of Enrolled Affiliate,not partial offices,bureaus,agencies,or departments,or other partial entities. Check only one box in this section. If no boxes are checked, Microsoft will deem the Enterprise to include the Enrolled Affiliate only. If more than one box is checked, Microsoft will deem the Enterprise to include the largest number ofAffiliates: Q§ Enrolled Affiliate only * Enrolled Affiliate and all Affiliates * Enrolled Affiliate and the following Affiliate(s) (Only identify specific affiliates to be included if fewer than all Affiliates are tobe included in the Entorphao): N Enrolled Affiliate and all Affiliates, with following Affiliate(s)excluded: b' Please indicate whether the Enrolled Affiliate's Enterprise will include all new Affiliates acquired after the start of this Enrollment: Exclude future Affiliates 2. Contact information~ Each party will notify the other in writing if any of the information in the following contact information page(s) changes. The asterisks (°) indicate required fields. 8yproviding contact infonnation. Enrolled Affiliate consents to its use for purposes of administering this Enrollment by Microsoft, its Affiliates,and other parties that help administer this Enrollment. The personal information provided in connection with this Enrollment will be used and protected in accordance with the privacy statement available at . w' Primary contact. This contact is the primary contact for the Enrollment from within Enrolled Affiliate's Enterprise. This contact is also an Online Administrator for the Volume Licensing Service Center and may grant online access to others. The primary contact will be the default contact for all purposes unless separate contacts are identified for specific purposes Name mf entity (must be legal entity nomne)^ Monroe County B0CC Contact name* First Alan LamtYNauEachern CuntantennmDmddnmem° N1acEauhern+4|an@monroecounty-f|.gov Street address* 1O205O Overseas Hwy, Suite 222 City* Key Largo Stmte/Pmmvimco^ FL Postal code* 33O37-27S3- (FnrU.8. addresses, please provide the zip+4. e.g. xxxxx'xxxx) Country* United States phmno° 305-295-5101 Tex ID °indicates required fields b. Notices contact and Online Administrator. This contact(1)receives the contractual notices, (2) is the Online Administrator for the Volume Licensing Service Center and may grant online access to others, and (3) is authorized to order Reserved Licenses for eligible Online Servies, including adding or reassigning Licenses and stepping-up prior to a true-up order. EA2016Enxan4ua>SuG(swG)(Nomo1e) Page aof10 oorumuntXum1maa4 0 Same as primary contact (default if no information is provided below, even if the box is not checked). Contact name* First Alan Last MacEachern Contact email address* MacEachern-Alan@monroecounty-fl.gov Street address* 102050 Overseas Hwy, Suite 222 City* Key Largo State/Province* FL Postal code* 33037-2763- (For U.S. addresses, please provide the zip+4, e.g. xxxxx-xxxx) Country*United States Phone*305-295-5101 Language preference. Choose the language for notices. English ❑ This contact is a third party (not the Enrolled Affiliate). Warning: This contact receives personally identifiable information of the Customer and its Affiliates. *indicates required fields c. Online Services Manager. This contact is authorized to manage the Online Services ordered under the Enrollment and (for applicable Online Services) to add or reassign Licenses and step-up prior to a true-up order. ❑ Same as notices contact and Online Administrator (default if no information is provided below, even if box is not checked) Contact name*: First Alan Last MacEachern Contact email address* MacEachern-Alan@monroecounty-fl.gov Phone* 305-295-5101 ❑This contact is from a third party organization(not the entity). Warning: This contact receives personally identifiable information of the entity. *indicates required fields d. Reseller information. Reseller contact for this Enrollment is. Reseller company name*SHI International Corp. Street address(PO boxes will not be accepted)* 290 Davidson Ave City* Somerset State/Province* NJ Postal code* 08873-4145 Country* United States Contact name* Christopher Carle Phone* 888-764-8888 Contact email address* msteam@shi.com *indicates required fields By signing below, the Reseller identified above confirms that all information provided in this Enrollment is correct. Signature* Printed name* Printed title* Date* *indicates required fields Changing a Reseller. If Microsoft or the Reseller chooses to discontinue doing business with each other, Enrolled Affiliate must choose a replacement Reseller. If Enrolled Affiliate or the Reseller intends to terminate their relationship, the initiating party must notify Microsoft and the EA2416EnrGov(US)SLG(ENG)(Nov2016) Page 9 of 10 Document X20-10634 other party using oform provided by Microsoft at least 90 days prior to the date onwhich the change is to take effect. e' If Enrolled Affiliate requires a separate contact for any of the following,attach the Supplemental Contact Information form. Ubhonxise' the notices contact and Online Administrator remains the default. (i) Additional notices contact (i|) Software Assurance manager (|i|) Subscriptions manager (iv) Customer Support Manager(CGK8)contact 3. Financing elections. |oo purchase under this Enrollment being financed through &1SFinancing? []Yea. M4No. |fo purchase under this Enrollment is financed through K8S Financing, and Enrolled Affiliate chooses not to finance any associated taxes, it must pay these taxes directly to Microsoft. s^2016enxSvv(uG)SuG(swG)(wov2V16) Page 1uof10 oouumomxou'1o6o4 ^' MicrosoftVolume L `cens^ ng Amendment �� K� �� nw ^�� m�� Enrollment Number 308738 This amendment("Amendment")is entered into between the parties identified on the attached program signature form.|t amends the Enrollment ur Agreement identified above. All terms used but not defined in this Amendment will have the same meanings provided in that Enrollment or Agreement. Enterprise �� A � (Indirect) n_��"n�� U ' �,� Quoted Price n�� ,�� v� n �ce Amendment AD M97 The price quoted to Enrolled Affiliate's Reseller is a fixed price based on an estimated order submission date. Microsoft will invoice Enrolled Affiliate's Neadker based on this fixed price quote. If this order in submitted later than the estimated order submission date, Enrolled Affiliate's Reseller will be charged for net new Monthly Subscriptions(including Online Services)for the period during which these services were not provided. Pricing to Enrolled Affiliate is agreed between Enrolled /Ufi|ietu and Enrolled Affiliate's ReaeUer- ExnaptforohmngeamadobythiaAmendmerd. theEnm||mertorAgmemun1idenb5adoboveremainu unchanged and in full force and effect. If there is any conflict between any provision in this Amendment and any provision in the Enrollment or Agreement identified above,this Amendment shall control. This Amendment must be attached to a signature form to be valid. Microsoft I F97)EnrAmend(Ind)(InvoiceforQuotedPrice)( M97 m 9(ENG)(Ju12019)(IU).docx mmonumenmppw.n Vu a Page of Microsoftx�ok�� Volume^�/�D0� ��|�� Previous �� U� �� J�^� �� U��[�� ,�� r��w �_ u ^� �n�� u� � n Entity Name: Monroe County BOCC Contract that this form!s attached to: State Local Government For the purposes of this form, "entity" can mean the signing entity, Customer, Enrolled Affiliate, Government Partner,Institution,or other party entering into a volume licensing program agreement. Please provide a description of the previous EnmUment(o). Agreement(o), Purchasing Accnunt(o), and/or Affiliate Registration(s) being renewed or consolidated into the new contract identified above. a. Entity may select below any previous contract(s)from which to transfer MSDN subscribers to this new contract. Entity shall ensure that each W1SDN subscriber transferred is either properly licensed under the now contract or in removed. b. Entity may eo|eot below only one previous contract from which to transfer the Software Assurance(SA) Benefit contact details, ie..benefits contact(not the SA manager)and the program codes,hothis new contract. o. An Open License cannot be used tn transfer either the SA Benefit details or yNS0N subscribers. d. The date of the earliest expiring Enrollment/Agreement that contains SA or Online Services will buthe effective date ofthe new contract(or SA coverage period for Select P|ua). e. P|onoa insert the number of the earliest expiring Enrollment/Agreement with SA or Online Services in the appropriate fields of the new contract. Enrollment/Agreement/ EnrollmentlAgreement/ Transfer Transfer Purchasing Account/Affiliate Purchasing Account/Affiliate SA Benefit MSDN Registration Description Registration Public Customer Contact Subscribers Number pmvenmn,ronm(NvV)(ENG)(xpmo16) Page 1m1 Microsoft Volume licensing Program Signature Form MBAIMBSA number 308738 Agreement number 01 E73902 Note: Enter the applicable active numbers associated with the documents below. Microsoft requires the associated active number be indicated here,or listed below as new. For the purposes of this form, "Customer" can mean the signing entity, Enrolled Affiliate, Government Partner, Institution, or other party entering into a volume licensing program agreement. This signature form and all contract documents identified in the table below are entered into between the Customer and the Microsoft Affiliate signing,as of the effective date identified below. Contract Document Number or Code Enterprise Enrollment Indirect X20-10634 Product Selection Form 0865286.002 PSF Enterprise Amendment M97 NEW By signing below, Customer and the Microsoft Affiliate agree that both parties(1) have received, read and understand the above contract documents, including any websites or documents incorporated by reference and any amendments and (2)agree to be bound by the terms of all such documents. MWIC91111M I Name of Entity(must be legal entity name)* Monroe County BOCC Signature* Printed First and Last Name* Printed Title Signature Date* Tax ID *indicates required field Microsoft Affiliate Microsoft Corporation Signature Printed First and Last Name Printed Title Signature Date (date Microsoft Affiliate countersigns) Agreement Effective Date (may be different than Microsoft's signature date) ProgramSignForm(MSSign)(NA,LatAm)ExBRA MLI(ENG)(Aug2014) Page 1 of 2 Optional 2nd Customer signature or Outsourcer signature (if applicable) Name of Entity(must be legal entity name)* Signature* Printed First and Last Name* Printed Title Signature Date* *indicates required field Outsourcer Name of Entity(must be legal entity name)* Signature* Printed First and Last Name* Printed Title Signature Date* *indicates required field If Customer requires physical media,additional contacts, or is reporting multiple previous Enrollments, include the appropriate form(s)with this signature form. After this signature form is signed by the Customer, send it and the Contract Documents to Customer's channel partner or Microsoft account manager, who must submit them to the following address. When the signature form is fully executed by Microsoft, Customer will receive a confirmation copy. Microsoft Corporation Dept. 551,Volume Licensing 6100 Neil Road, Suite 210 Reno, Nevada 89511-1137 USA ProgramSignForm(MSSign)(NA.LatAm)ExBRA.MLI(ENG)(Aug2014) Page 2 of 2 Enterprise Enrollment Product Selection Form Microsoft I Volume Licensing Proposal ID Enrollment Number 0865286.002 Language:English(United States) Enrolled Affiliate's Enterprise Products and Enterprise Online Services summary for the initial order: Profile Quailed Qualified Users Device t User Enterprise Product Platform CAL Licensing Devices Ratio Model Enterprise 590 522 1.1 Yes User Licenses Products Enterprise Quantity Office 365 Plans Office 365 Plan E3 USL 522 Client Access License(CAL) Core CAL Core CAL Bridge for Office 365 From SA 522 indows Desktop Windows Enterprise OS Upgrade 590 Enrolled Affiliate's Product Quantities: Price Group 1 2 3 4 Enterprise Products Office Professional Plus+ Client Access License+ Client Access Win E3+Win E5+ Office 365 ProPlus+Office Office 365(Plans E1,E3 License+Windows Win VDA+ 365(Plans E3 and E5)+ and E5)+Microsoft 365 Intune+EMS USL+ Microsoft 365 Microsoft 365 Enterprise Enterprise Microsoft 365 Enterprise Enterprise Quantity 522 522 0 590 Enrolled Affiliate's Price Level: Product Offering t Pool Price Level Enterprise Products and Enterprise Online Services USLs:Unless otherwise indicated in associated contract documents,Price level set using the highest quantity from Groups 1 through 4. D Additional Product Application Pool:Unless otherwise indicated in associated contract documents,Price level set using quantity from Group 1. D Additional Product Server Pool:Unless otherwise indicated in associated contract documents,Price level set using the highest quantity from Group 2 or 3. D Additional Product Systems Pool:Unless otherwise indicated in associated contract documents,Price level set using quantity from Group 4. D Page 1 of 2 EA-EASProdSelForm(VWV)(ENG) MS Quote Enterprise Enrollment Product Selection Form Microsoft I Volume Licensing NOTES Unless otherwise indicated in the associated contract documents,the price level for each Product offering/pool is set as described hove,based upon the quantity to price level mapping below. Quantity of Licenses and Software Assurance Price Level 2,399 and below A 2,400 to 5,999 B 6,000 to 14,999 C 15,000 and above D Note 1:Enterprise Online Services may not be available in all Nations. Please see the Product List for a list of locations where these may be purchased. Note 2:Unless otherwise indicated in associated Agreement documents,the CAL selection must be the same across the Enterprise for each Profile. Note 3:Enrolled Affiliate acknowledges that in order to use a third party to reimage the Windows Operating System Upgrade,Enrolled Affiliate must certify that it has acquired qualifying operating system licenses.The requirement applies to Windows Enterprise OS Upgrade.See Product Terms for details. Note 4:If Enrolled Affiliate does not order an Enterprise Product or Enterprise Online Service associated with an applicable Product pool, the price level for Additional Products in the same pool will be price level"A°throughout the term of the Enrollment Refer to the Qualifying Government Entity Addendum pricing provision for more details on price leveling. Page 2 of 2 EA-EASProdSelForm(WW)(ENG) MS Quote Pricing Proposal Quotation#: 16742955 Created On: Feb-27-2019 Valid Until: Aug-31-2019 Monroe County Board of County Commissioners Inside Account Manager Joe Tuttle Bret Santucci Phone:305)295-5113 290 Davidson Avenue Fax: Somerset,NJ 08873 Email: TutdeJoe@MonroeCountyFL.Gov Phone:800-543-0432 Fax: 732-868-6055 Email: Bret—Santucci@shi.com All Prices are in US Dollar(USD) Product City Your Price Total 1 CoreCALBddge0365FromSAALNGSubsVL MVL P[tfrmPerUsr 522 $15.36 $8,017.92 Microsoft-Part#:AAA-12417 Contract Name:Licensing Solutions Providers(LSP)of Microsoft Software and Services Contract#:43230000-15-02 Coverage Term:Sep-01-2019—Aug-31-2020 Note:Annual Payment-Year 1 of 3 2 0365GCCE3fromSA ShrdSvrALNG SubsVL MVL PerUsr 622 $183.60 $95,839.20 Microsoft-Part#:AAAA 1924 Contract Name:Licensing Solutions Providers(LSP)of Microsoft Software and Services Contract#:43230000-15-02 Coverage Term:Sep-01-2019—Aug-31-2020 Note:Annual Payment-Year I of 3 3 WlNENTperDVC ALNG SA MVL Pltfrm 590 $41.72 $24,614.80 Microsoft-Part#:KV3-00353 Contract Name:Licensing Solutions Providers(LSP)of Microsoft Software and Services Contract#:43230000-15-02 Coverage Term:Sep-01-2019—Aug-31-2020 Note:Annual Payment-Year I of 3 4 ClSSteDCCore ALNG SA MVL 2Lic CoreLic 16 $163.60 $2,617.60 Microsoft-Part#:9GS-001 35 Contract Name:Licensing Solutions Providers(LSP)of Microsoft Software and Services Contract#:43230000-15-02 Coverage Term:Sep-01-2019—Aug-31-2020 Note:Annual Payment-Year I of 3 5 ExchgSvrEnt ALNG SA MVL 1 $711.66 $711.66 Microsoft-Partft:395-02504 Contract Name:Licensing Solutions Providers(LSP)of Microsoft Software and Services Contract#.43230000-15-02 Coverage Term:Sep-01-2019—Aug-31-2020 Note:Annual Payment-Year 1 of 3 6 Pdct Std ALNG SA MVL 14 $115.34 $1,614.76 Microsoft-Part#:076-01912 Contract Name:Licensing Solutions Providers(LSP)of Microsoft Software and Services Contract M 43230000-15-02 Coverage Term:Sep-01-2019—Aug-31-2020 Note:Annual Payment-Year 1 of 3 7 PdctPro ALNG SA MVL wlPdctSvrCAL 2 $189.78 $379.56 Microsoft-Part#:H30-00238 Contract Name:Licensing Solutions Providers(LSP)of Microsoft Software and Services Contract#:43230000-15-02 Coverage Term:Sep-01-2019—Aug-31-2020 Note:Annual Payment-Year 1 of 3 8 SfBSvr ALNG SA MVL 1 $640.49 $640.49 Microsoft-Part#:5HU-00216 Contract Name:Licensing Solutions Providers(LSP)of Microsoft Software and Services Contract#:43230000-15-02 Coverage Term:Sep-01-2019—Aug-31-2020 Note:Annual Payment-Year I of 3 9 SQLCAL ALNG SA MVL UsrCAL 150 $33.54 $5,031.00 Microsoft-Part#:359-00961 Contract Name:Licensing Solutions Providers(LSP)of Microsoft Software and Services Contract#:43230000-15-02 Coverage Term:Sep-01-2019—Aug-31-2020 Note:Annual Payment-Year 1 of 3 10 SQLSvrStd ALNG SA MVL 5 $144.79 $723.95 Microsoft-ParW 228-04433 Contract Name:Licensing Solutions Providers(LSP)of Microsoft Software and Services Contract#:43230000-15-02 Coverage Term:Sep-01-2019—Aug-31-2020 Note:Annual Payment-Year 1 of 3 11 SQLSvrStdCore ALNG SA MVL 21-ic CoreLic 32 $575.87 $18,427.84 Microsoft-Part#:7NQ-00292 Contract Name:Licensing Solutions Providers(LSP)of Microsoft Software and Services Contract#:43230000-15-02 Coverage Term:Sep-01-2019—Aug-31-2020 Note:Annual Payment-Year 1 of 3 12 SysCtrDatactrCore ALNG SA MVL Kic CoreLic 80 $48.26 $3,860.80 Microsoft-Part#:9EP-00208 Contract Name:Licensing Solutions Providers(LSP)of Microsoft Software and Services Contract#:43230000-1542 Coverage Term:Sep-01-2019—Aug-31-2020 Note:Annual Payment-Year 1 of 3 13 SysCtrStdCore ALNG SA MVL 21-ic CoreLic 8 $18.00 $144.00 Microsoft-Part#:9EN-001 98 Contract Name:Licensing Solutions Providers(LSP)of Microsoft Software and Services Contract*43230000-15-02 Coverage Term:Sep-01-2019—Aug-31-2020 Note:Annual Payment-Year 1 of 3 14 VisioPro ALNG SA MVL 7 $98.98 $692.86 Microsoft-Part#:D87-01159 Contract Name:Licensing Solutions Providers(LSP)of Microsoft Software and Services Contract#:43230000-15-02 Coverage Term:Sep-01-2019—Aug-31-2020 Note:Annual Payment-Year 1 of 3 15 VSProSubMSDN ALNG SA MVL 2 $301.84 $603.68 Microsoft-ParW 77D-001 11 Contract Name:Licensing Solutions Providers(LSP)of Microsoft Software and Services Contract#:43230000-15-02 Coverage Term:Sep-01-2019—Aug-31-2020 Note:Annual Payment-Year 1 of 3 16 WnRmtDsktpSrvcsCAL ALNG SA MVL UsrCAL 5 $21.13 $105.65 Microsoft-Part#:6VC-01 254 Contract Name:Licensing Solutions Providers(LSP)of Microsoft Software and Services Contract#:43230000-15-02 Coverage Term:Sep-01-201 9—Aug-31-2020 Note:Annual Payment-Year 1 of 3 17 WinSvrDCCore ALNG SA MVL 2Lic CoreLic 80 $124.34 $9,947.20 Microsoft-Part#:9EX00278 Contract Name:Licensing Solutions Providers(LSP)of Microsoft Software and Services Contract#:43230000-15-02 Coverage Term:Sep-01-2019—Aug-31-2020 Note:Annual Payment-Year 1 of 3 18 WinSvrSTDCore ALNG SA MVL 21-ic CoreLic 112 $18.00 $2,016.00 Microsoft-Part#:9EM-00270 Contract Name:Licensing Solutions Providers(LSP)of Microsoft Software and Services Contract#:43230000-15-02 Coverage Term:Sep-01-2019—Aug-31-2020 Note:Annual Payment-Year I of 3 19 AzureMntryCmmtmntG ShrdSvr ALNG SubsVL MVL Commit Provision 1 $0.00 $0.00 Microsoft-Part#:.151.1-00004 Contract Name:Licensing Solutions Providers(LSP)of Microsoft Software and Services Contract#:43230000-15-02 Coverage Term:Sep-01-2019—Aug-31-2020 Note:Annual Payment-Year 1 of 3 Total $175,988.97 The products offered under this proposal are resold in accordance with the terms and conditions of the Contract referenced under that applicable line item. +@' Microsoft �'�| Licensing ^ o�o v��|�� Enterprise' Enrollment� ��^��u� ^� Local u_�u�� u_��um��u ��u� �� n' � � Enterprise Enrollment number Framework ID (Microsoft mcomplete) 75450408 (if applicable) Previous Enrollment number (Resellermcomplete) 8874968 | This Enrollment must be attached to a signature form be valid. This Microsoft Enterprise Enrollment is entered into between the entities eo identified in the signature form eaof the effective date. Enrolled Affiliate represents and warrants it is the same Customer, or an Affiliate of the Customer, that entered into the Enterprise Agreement identified on the program signature form. This Enrollment consists of: (1) these terms and conditions, (2) the terms of the Enterprise Agreement identified on the signature form, (3) tho Product Selection Form, (4) the Product Terms, (5) the Online Services Terms, (G) any Supplemental Contact Information Form. Previous Agreement/Enrollment form, and other forms that may be required, and (7) any order submitted under this Enrollment. This Enrollment may only be entered into under 2011 or later Enterprise Agreement. By entering into this Enrollment, Enrolled Affiliate agrees to be bound by the terms and conditions of the Enterprise Agreement All terms used but not defined are located *d . |n the event of any conflict the terms nf this Agreement control. Effective date. If Enrolled Affiliate is renewing Software Assurance or Subscription Licenses from one or more previous Enrollments or agreements, then the effective date will be the day after the first prior Enrollment or agreement expires or terminates. If this Enrollment is renewed, the effective date of the renewal term will be the day after the Expiration Date of the initial term. Otherwise, the effective date will be the data this Enrollment is accepted by Microsoft. Any reference to "anniversary deba^ nahen; to the anniversary of the effective date of the applicable initial or renewal term for each year this Enrollment is in effect. Term. The initial term of this Enrollment will expire on the last day of the month, 36 full calendar months from the effective date of the initial term. The renewal term will expire 3G full calendar months after the effective date cf the renewal term. Terms and Conditions 1. Definitions. Terms used but not defined in this Enrollment will have the definition in the Enterprise Agreement. The following definitions are used in this Enrollment: "Additional Product" means any Product identified as such in the Product Terms and chosen by Enrolled Affiliate under this Enrollment. "Community" means the community consisting of one or more of the following: (1) a Government, (2) an Enrolled Affiliate using eligible Government Community Cloud Services to provide solutions to a Government or a qualified member of the Community,or(3)a Customer with Customer Data that is subject to Government regulations for which Customer determines and Microsoft agrees that the use of Government Community Cloud Services is appropriate to meet Customer's regulatory requirements. eA2016snxSvv(uS)SLn(ENn)(Nov2o16) Page 1vf1u oocumentXon1oau4 Membership in the Community is ultimately at Microsoft's discretion, which may vary by Government Community Cloud Service. "Enterprise Online Service" means any Online Service designated as an Enterprise Online Service in the Product Terms and chosen by Enrolled Affiliate under this Enrollment. Enterprise Online Services are treated aa Online Services, except as noted. "Enterprise Product" means any Desktop Platform Product that Microsoft designates as an Enterprise Product in the Product Terms and chosen by Enrolled Affiliate under this Enrollment. Enterprise Products must be licensed for all Qualified Devices and Qualified Users on on Enterprise-wide basis under this program. "Expiration Date" means the date upon which the Enrollment expires. ^Fodeme| Agency" means a buneau, offica, aQancy, department or other entity of the United States Government. "Government" means o Federal Agency, State/Local Entity, or Tribal Entity acting in its governmental capacity. "Government Community Cloud Gen/icao^ means Microsoft Online Services that are provisioned in Microsoft's multi-tenant data centers for exclusive use by or for the Community and offered in accordance with the National Institute of Standards and Technology (N|ST) Special Publication 800-145. Microsoft Online Services that are Government Community Cloud Services are designated as such in the Use Rights and Product Terms. "Industry Device" (also known as line of business device) means any device that: (1) is not useable in its deployed configuration as a general purpose personal computing device(such as a personal computer), a multi-function server, ora commercially viable substitute for one of these systems;and(2)only employs an industry or task-specific software program (e.g. a computer-aided design program used by an architect or a point cf sale program)("|nduotryPrognam^). The device may include features and functions derived from Microsoft software or third-party software. |f the device performs desktop functions (such ao email, word prooeooing, opreedehoete, dedabaae, network or Internet browsing, or scheduling, or personal Unonoe). then the desktop functions: (1) may only be used for the purpose of supporting the Industry Program functionality; and (2) must be technically integrated with the Industry Program or employ technically enforced policies or architecture to operate only when used with the Industry Program functionality. "Managed Device" means any device on which any Affiliate in the Enterprise directly or indirectly controls one or more operating system environments. Examples of Managed Devices can be found in the Product Terms. "Qualified Device" means any device that is used by or for the benefit of Enrolled Affiliate's Enterprise and is: (1) e personal desktop computer, portable computer, wmrkmtation, or similar device capable of running Windows Pro locally(in a physical or virtual operating system environment), or(2)a device used to access a virtual desktop infrastructure(^VD|^). Qualified Devices do not include any device that is: (1)designated as a server and not used as a personal computer, (2)an Industry Device, or(3) not a Managed Device. At its option, the Enrolled Affiliate may designate any device excluded above (e.g.. Industry Device) that is used by or for the benefit of the Enrolled Affiliate's Enterprise as a Qualified Device for all or a subset of Enterprise Products or Online Services the Enrolled Affiliate has selected. "Qualified User" means a person (e.0., emp|oyem, oonou8ard, contingent staff) who: (1) is o user ofo Qualified 0evioe, or ouueeaem any server software requiring an Enterprise Product Client Access License or any Enterprise Online Service. |t does not include a person who accesses server software or an Online Service solely under a License identified in the Qualified User exemptions in the Product Terms. "Reseller" means an entity authorized by Microsoft to resell Licenses under this program and engaged by an Enrolled Affiliate to provide pre-and post-transaction assistance related to this agnaenpent� "Reaenmd License" means for an Online Service identified as eligible for true-ups in the Product Tenno, the License reserved by Enrolled Affiliate prior to use and for which Microsoft will make the Online Service available for activation. s*2016enrGo,(u5_)SuG(EwG)(Nm2016) Page uof1n ouxumaotx2*1oso* "State/Local Entity" means (1) any agency of a state or local government in the United States, or(2) any United States county, borough, commonwealth, city, municipality, town, township, special purpose district, or other similar type of governmental instrumentality established by the laws of Customer's state and located within Customer's state's jurisdiction and geographic boundaries. "Tribal Entity" means a federally-recognized tribal entity performing tribal governmental functions and eligible for funding and services from the U.S. Department of Interior by virtue of its status as an Indian tribe. ^Uom Rights" meana, with respect to any licensing progoam, the use rights or terms of service for each Product and version published for that licensing program at the Volume Licensing Site. The Use Rights supersede the terms of any end user license agreement (on-screen or otherwise) that accompanies o Product. The Use Rights for Software are published by Microsoft in the Product Terms.The Use Rights for Online Services are published in the Online Services Terms. "Volume Licensing Site"means hftp://www.microsoft.com/licensing/contracts or a successor site. 2. Order requirements. a. Minimum order requirements. Enrolled Affiliate's Enterprise must have a minimum of25O Qualified Users or Qualified Devices. The initial order must include at |eaot2SO Licenses for Enterprise Products or Enterprise Online Services. (i) Enterprise commitment. Enrolled Affiliate must order enough Licenses to cover all Qualified Users or Qualified Oaviceo, depending on the License Type, with one ormore Enterprise Products or mix ofEnterprise Products and the corresponding Enterprise Online Services (as long as all Qualified Devices not covered bye License are only used by users covered with a user Licenae). (ii) Enterprise Online Services only. If no Enterprise Product is ordered, then Enrolled Affiliate need only maintain at least 250 Subscription Licenses for Enterprise Online Services. b. Additional Products. Upon satisfying the minimum order requirements oboma. Enrolled Affiliate may order Additional Products. c' Use Rights for Enterprise Products. For Enterprise Products, ifa new Product version has more restrictive use rights than the version that is current at the start of the applicable initial or nonmwm| term of the Enro||ment, those more restrictive use rights will not apply to Enrolled Affiliate's use of that Product during that term. d' Country mfusage. Enrolled Affiliate must specify the countries where Licenses will beused on its initial order and on any additional orders. m. Reaa||ars. Enrolled Affiliate must choose and maintain a Reoe||er authorized in the United States. Enrolled Affiliate will acquire its Licenses through its chosen ReueUar. Onjare must be submitted to the Reseller who will transmit the order to Microsoft. The Reseller and Enrolled Affiliate determine pricing and payment terms as between them, and Microsoft will invoice the ReaeUer based on those terms. Throughout this Agreement the term''price'' refers toreference price. RaeeUeru and other third parties do not have authority to bind or impose any obligation nr liability on Microsoft. f. Adding Products. (i) Adding new Products not previously ordered. New Enterprise Products or Enterprise Online Services may be added at any time by contacting a Microsoft Account Manager or Reae||er. New Additional Products, other than Online Services, may be used if an order is placed in the month the Product is first used. For Additional Products that are Online Gemicoo, an initial order for the Online Service is required prior to use. /^:Mmn*Sn4uS>Su](EmG)(wov2n1e) Page oof1u 000umontXu*1o03* (ii) Adding Licenses for previously ordered Products. Additional Licenses for previously ordered Products other than Online Services may be added at any time but must be included in the next true-up order. Additional Licenses for Online Services must beordered prior to use, unless the Online Services are (1) identified as eligible for true-up in the Product Terms or(2) included on part nf other Licenses. g' True-up requirements. Enrolled Affiliate must submit an annual true-up order that accounts for any changes since the initial order or last order. If there any no ohengaa, then an update statement must be submitted instead ofo true-up order. (W) Enterprise Products. For Enterprise Products, Enrolled Affiliate must determine the number of Qualified Devices and Qualified Users (if ordering user-based Licenses) at the time the true-up order is placed and must order additional Licenses for all Qualified Devices and Qualified Users that are not already covered by existing Lioenoeo, including any Enterprise Online Services. (ii) Additional Products. For Additional Products that have been previously ordered under this Enrollment, Enrolled Affiliate must determine the maximum number cfAdditional Products used since the latter ofthe initial order, the |oet true-up ovder, or the prior anniversary date and submit a true-up order that accounts for any increase (III)Online Services. For Online Services identified as eligible for true-up in the Product Terms, Enrolled Affiliate may place a reservation order for the additional Licenses prior to use and payment may be deferred until the next true-up order. Microsoft will provide a report ofReserved Licenses ordered but not yet invoiced to Enrolled Affiliate and its ReoeUer. Reserved Licenses will be invoiced retroactively to the month in which they were ordered. (iv)Subscription License reductions. Enrolled Affiliate may reduce the quantity of Subscription Licenses at the Enrollment anniversary dote on e prospective basis if permitted in the Product Terms, anfollows: 1) For Subscription Licenses that are part of an Enterprise-wide purchase, Licenses may be reduced if the total quantity of Licenses and Software Assurance for anapplicable group meets or exceeds the quantity ofQualified Devices and Qualified Users (if ordering user-based Licenses) identified on the Product Selection Form, and includes any additional Qualified Devices and Qualified Users added in any prior true-up orders. Step-up Licenses do not count towards this total count. 2) For Enterprise Online Services that are note part of an Enterprise-wide purchase, Licenses can be reduced as long as the initial order minimum requirements are maintained. 3) For Additional Products available as Subscription Licenses, Enrolled Affiliate may reduce the Licenses. |f the License count ie reduced to zero, then Enrolled Affiliate's use of the applicable Subscription License will becancelled. Invoices will be adjusted to reflect any reductions in Subscription Licenses at the true-up order Enrollment anniversary date and effective oocf such date. (v) Update statement. An update statement must be submitted instead ofe true-up order if, since the initial order or |mat true-up order, Enrolled Affiliate's Enterprise: (1) has not changed the number ufQualified Devices and Qualified Users licensed with Enterprise Products or Enterprise Online Services; and (2) has not increased its usage of Additional Products This update statement must be signed by Enrolled Affiliate's authorized representative. (vi)Trom-up order period. The true-up order or update statement must be received by Microsoft between GU and 3U days prior to each Enrollment anniversary date. The third- year true-up order or update statement is due within 30 days prior to the Expiration Date, and any license reservations within this 30 day period will not be accepted. Enrolled Affiliate EA2016en,�ov(u8)auG(swG)(N^wo1[) Page 4of10 000umamxuu'1oeo* may submit true-up orders more often to account for increases in Product usage, but an annual true-up order or update statement must still be submitted during the annual order period. (vii)Late true-up order. If the true-up order or update statement is not received when due, Microsoft will invoice RmueUerfor all Reserved Licenses not previously invoiced and Subscription License reductions cannot be reported until the following Enrollment anniversary date(or at Enrollment nanewa|, as applicable). h- Step-up Licenses. For Licenses eligible for a step-up under this Enrollment, Enrolled Affiliate may step-up too higher edition nr suite eofollows: (|) For step-up Licenses included on an initial order, Enrolled Affiliate may order according to the true-up process. (ii) If step-up Livanoon are not included on an initial order. Enrolled Affiliate may step-up initially by following the process described in the Section titled "Adding new Products not previously ordered," then for additional step-up Licenues, by following the true-up order process. I. Clerical errors. Microsoft may cc)rnecdclerical onnns in this EnroUmeni, and any documents submitted with or under this EnroUment, by providing notice by email and a reasonable opportunity for Enrolled Affiliate to object to the correction. Clerical ennm include minor mistakes, unintentional additions and omissions. This provision does not apply bomaterial terms, such ao the identity, quantity or price ofa Product ordered. j. Verifying compliance. Microsoft may, in its discretion and ed its expense, verify compliance with this Enrollment ns set forth in the Enterprise Agreement. 3. a- Price Levels. For both the initial and any renewal term Enrolled Affiliate's Phma Level for all Products ordered under this Enrollment will be Level"D"throughout the term of the Enrollment. b' Setting Prices. Enrolled Affiliate's prices for each Product or Service will be established by its Read|er. Except for Online Services designated in the Product Terms as being exempt from fixed pricing, As long as Enrolled /#f|iaba continues to qualify for the same price |evm|. Microsoft's prices for Resellers for each Product or Service ordered will be fixed throughout the applicable initial or renewal Enrollment term. Microsoft's prices toReoeUem are reestablished at the beginning of the renewal term. 4. Payment terms. For the initial or renewal order. Enrolled Affiliate may pay upfront or elect to spread its payments over the applicable Enrollment term. If an upfront payment is e|ected. Microsoft will invoice Enrolled Affiliate's Reod|er in full upon acceptance of this Enrollment. If spread payments are e|eoted, unless indicated cdhamvime, Microsoft will invoice Enrolled Affiliate's ReoeUer in three equal annual installments. The first installment will be invoiced upon Microsoft's acceptance of this Enrollment and remaining installments will be invoiced on each subsequent Enrollment anniversary date. Subsequent orders are invoiced upon acceptance of the order and Enrolled Affiliate may elect to pay annually or upfront for Online Services and upfront for all other Licenses. 5. End of Enrollment term and termination~ a' General. /#the Expiration Date, Enrolled Affiliate must immediately order and pay for Licenses for Products it has used but has not previously submitted an onder, except eootherwise provided in this Enrollment. sA2016enrGovmS>8LG(eN()(Nov201W Page 5 of10 ovoumentxz*1Oo34 b. Renewal option. At the Expiration Date of the initial term, Enrolled Affiliate can renew Products by renewing this Enrollment for one additional 36-month term or by signing a new Enrollment. Microsoft must receive a Renewal Form, Product Selection Form, and renewal order prior to or at the Expiration Date. Microsoft will not unreasonably reject any renewal. Microsoft may make changes to this program that will make it necessary for Customer and its Enrolled Affiliates to enter into new agreements and Enrollments at renewal. c. If Enrolled Affiliate elects not to renew. (i) Software Assurance. If Enrolled Affiliate elects not to renew Software Assurance for any Product under its Enrollment,then Enrolled Affiliate will not be permitted to order Software Assurance later without first acquiring a new License with Software Assurance. (ii) Online Services eligible for an Extended Term. For Online Services identified as eligible for an Extended Term in the Product Terms, the following options are available at the end of the Enrollment initial or renewal term. 1) Extended Term. Licenses for Online Services will automatically expire in accordance with the terms of the Enrollment.An extended term feature that allows Online Services to continue month-to-month ("Extended Term")for up to one year, unless designated in the Product Terms to continue until cancelled, is available. During the Extended Term, Online Services will be invoiced monthly at the then-current published price as of the Expiration Date plus a 3% administrative fee. If Enrolled Affiliate wants an Extended Term, Enrolled Affiliate must submit a request to Microsoft at least 30 days prior to the Expiration Date. 2) Cancellation during Extended Term. At any time during the first year of the Extended Term, Enrolled Affiliate may terminate the Extended Term by submitting a notice of cancellation to Microsoft for each Online Service. Thereafter, either party may terminate the Extended Term by providing the other with a notice of cancellation for each Online Service. Cancellation will be effective at the end of the month following 30 days after Microsoft has received or issued the notice. (III)Subscription Licenses and Online Services not eligible for an Extended Term. If Enrolled Affiliate elects not to renew, the Licenses will be cancelled and will terminate as of the Expiration Date. Any associated media must be uninstalled and destroyed and Enrolled Affiliate's Enterprise must discontinue use. Microsoft may request written certification to verify compliance. d. Termination for cause. Any termination for cause of this Enrollment will be subject to the "Termination for cause" section of the Agreement. In addition, it shall be a breach of this Enrollment if Enrolled Affiliate or any Affiliate in the Enterprise that uses Government Community Cloud Services fails to meet and maintain the conditions of membership in the definition of Community. e. Early termination. Any early termination of this Enrollment will be subject to the "Early Termination" Section of the Enterprise Agreement. For Subscription Licenses, in the event of a breach by Microsoft, or if Microsoft terminates an Online Service for regulatory reasons, Microsoft will issue Reseller a credit for any amount paid in advance for the period after termination. 6. Government Community Cloud. a. Community requirements. If Enrolled Affiliate purchases Government Community Cloud Services, Enrolled Affiliate certifies that it is a member of the Community and agrees to use Government Community Cloud Services solely in its capacity as a member of the Community and, for eligible Government Community Cloud Services, for the benefit of end users that are members of the Community. Use of Government Community Cloud Services by an entity that is not a member of the Community or to provide services to non-Community members is strictly EA2016EnrUov(US)SLG(EW,)(Nov2016) Page Ei of 10 Document X20-10634 prohibited and uuukj namub in termination of Enrolled Affiliate's license(s) for Government Community Cloud @anvioeu without notice. Enrolled Affiliate acknowledges that only Community members may use Government Community Cloud Services. b' All terms and conditions applicable to non-Government Community Cloud Services also apply to their corresponding Government Community Cloud Services, except as otherwise noted in the Use Rights, Product Terms, and this Enrollment. c. Enrolled Affiliate may not deploy or use Government Community Cloud Gon/icem and corresponding non-Government Community Cloud Services in the same domain. d' Use Rights for Government Community Cloud Services. For Government Community Cloud Services, notwithstanding anything to the contrary in the Use Rights: (i) Government Community Cloud Services will be offered only within the United States. (iQ Additional European Terms, ae set forth in the Use Rights, will not apply. (iii) References to geographic areas in the Use Rights with respect to the location of Customer Data at nmot, as set forth in the Use Rights, refer only tothe United States sx2016e/n8ov(uS)SLS(swS)(wmwol8) Page rof10 Enrollment Details 1. Enrolled Affiliate's En m' Identify which Agency Affiliates are included in the Enterprise. (Required) Enrolled Affiliate's Enterprise must consist of entire nffinom, bunaoum, ogendee, departments or other entities of Enrolled Affiliate,not partial offices,bureaus,agencies,or departments,or other partial entities. Check only one box in this section. If no boxes are checked, Microsoft will deem the Enterprise to include the Enrolled Affiliate only. If more than one box is checked, Microsoft will deem the Enterprise to include the largest number ofAffiliates: Q§ Enrolled Affiliate only O Enrolled Affiliate and all Affiliates [] Enrolled Affiliate and the following/Nf|iate(s) (Only identify specific affiliates to be included if fewer than all Affiliates are tobe included in the Enterpriae): 0 Enrolled Affiliate and all Affiliates,with following Affiliate(s)excluded: b' Please indicate whether the Enrolled Affiliate's Enterprise will include all new Affiliates acquired after the start of this Enrollment: Exclude future Affiliates 2. Contact information~ Each party will notify the other in writing if any of the information in the following contact information page(s) changes. The asterisks (^) indicate required fields. By providing contact infonnmUon. Enrolled Affiliate consents to its use for purposes of administering this Enrollment by Microsoft, its Affiliates,and other parties that help administer this Enrollment. The personal information provided in connection with this Enrollment will be used and protected in accordance with the privacy statement available at a' Primary contact. This contact is the primary contact for the Enrollment from within Enrolled Affiliate's Enterprise. This contact is also an [)n|me Administrator for the Volume Licensing Service Center and may grant online access toothers. The primary contact will be the default contact for all purposes unless separate contacts are identified for specific purposes Name of entity(must be legal entity name)* Monroe County Public Safety Contact name*First Alan LmstYNaoEachenn Contact email address* &1onEochenn+A|on@K8onroeCounty-FLGov Street address* 1O2O60 Overseas Hwy, Suite 222 City* Key Largo Statm/Prmv]nce° FL Postal code 33O37-2763- (FurU.S. addresses, please provide the zip+4. e.g. xxmx-uxxx) Country*United States Phone° 3O5-2S5-51O1 Tax ID °indicates required fields b' Notices contact and Online Administrator. This contact(1) receives the contractual notices, (2) is the Online Administrator for the Volume Licensing Service Center and may grant online access to others, and (3) is authorized to order Reserved Licenses for eligible Online Servies, including adding or reassigning Licenses and stepping-up prior to a true-up order. E/2016EnrGov(uS)SuG(emG)(Wvv2015) Page an{10 ooxumemxuo'1oao4 0 Same as primary contact(default if no information is provided below, even if the box is not checked). Contact name* First Alan Last MacEachern Contact email address* MacEachern-Alan@MonroeCounty-FL.Gov Street address* 102050 Overseas Hwy, Suite 222 City* Key Largo State/Province* FL Postal code*33037-2763- (For U.S. addresses, please provide the zip+4, e.g. xxxxx-xxxx) Country* United States Phone* 305-295-5101 Language preference. Choose the language for notices. English ❑ This contact is a third party (not the Enrolled Affiliate). Warning: This contact receives personally identifiable information of the Customer and its Affiliates. *indicates required fields c. Online Services Manager. This contact is authorized to manage the Online Services ordered under the Enrollment and (for applicable Online Services) to add or reassign Licenses and step-up prior to a true-up order. ❑ Same as notices contact and Online Administrator (default if no information is provided below, even if box is not checked) Contact name*: First Alan Last MacEachern Contact email address* MacEachern-Al an@MonroeCounty-FL.Gov Phone* 305-295-5101 ❑This contact is from a third party organization(not the entity). Warning: This contact receives personally identifiable information of the entity. *indicates required fields d. Reseller information. Reseller contact for this Enrollment is: Reseller company name*SHI International Corp. Street address (PO boxes will not be accepted)* 290 Davidson Ave City* Somerset State/Province" NJ Postal code* 08873-4145 Country* United States Contact name* Christopher Risafi Phone* 888-764-8888 Contact email address*msteam@shi.com *indicates required fields By signing below, the Reseller identified above confirms that all information provided in this Enrollment is correct. Signature* Printed name* Printed title* Date* *indicates required fields Changing a Reseller. If Microsoft or the Reseller chooses to discontinue doing business with each other, Enrolled Affiliate must choose a replacement Reseller. If Enrolled Affiliate or the Reseller intends to terminate their relationship,the initiating party must notify Microsoft and the EA2016EnuGcv(US)SLG(ENG)(Nw2016) Page 9 Df 10 Document X20-10634 other party using a form provided by Microsoft at least 90 days prior to the date on which the change is to take effect. e' |f Enrolled Affiliate requires a separate contact for any of the following,attach the Supplemental Contact Information form. Obhenmiso, the notices contact and Online Adm/n/sbohxnon/a/no the default. (I) Additional notices contact (ii) Software Assurance manager (iiI)Subscriptions manager (ix)Customer Support Manager(C8yN)contact 3. Financing elections. |eo purchase under this Enrollment being financed through MSFinancing? E3Yes, 19No. |fo purchase under this Enrollment is financed through yN8 Financing, and Enrolled Affiliate chooses not to finance any associated taxes, it must pay these taxes directly to Microsoft. sx2016EnpGnv(uS)S/G(sNG)(Nnu2O16) Page 1uvf1u 0000memxuo'1onu4 Microsoft Volume Licensing Amendment to Contract Documents Enrollment Number I 1 1 308739 This amendment("Amendment")is entered into between the parties identified on the attached program signature form.It amends the Enrollment or Agreement identified above. All terms used but not defined in this Amendment will have the same meanings provided in that Enrollment or Agreement. Enterprise Enrollment (Indirect) Invoice for Quoted Price Amendment ID M97 The price quoted to Enrolled Affiliate's Reseller is a fixed price based on an estimated order submission date. Microsoft will invoice Enrolled Affiliate's Reseller based on this fixed price quote. If this order is submitted later than the estimated order submission date, Enrolled Affiliate's Reseller will be charged for net new Monthly Subscriptions(including Online Services)for the period during which these services were not provided. Pricing to Enrolled Affiliate is agreed between Enrolled Affiliate and Enrolled Affiliate's Reseller. Except for changes made by this Amendment,the Enrollment or Agreement identified above remains unchanged and in full force and effect. If there is any conflict between any provision in this Amendment and any provision in the Enrollment or Agreement identified above, this Amendment shall control. This Amendment must be attached to a signature form to be valid. Microsoft Internal Use Only: F(M97)EnrAmend(Ind)(InvoiceforQuotedPrice)( M97 B 9(ENG)(Ju12019)(IU).docx AruendlflemApp v4.0 M97 B Page 1 of 1 ��A &�� Licensing -- Microsoftx�x� ��o�� v��n�� Enterprise Sub �� .��v �� Program Amendment f |y� �� , .Ml��Q=O0��^ .= ""�� The parties agree that the Enrollment is amended as follows: 1. On the first page of the Enrollment, the following is added after the second paragraph: By entering into this Enrollment, the Enrolled Affiliate agrees that (1) it also has 25 or more Qualified Devices or Qualified Users; or(2) as a condition of entering into this Enrollment with 25-249 Qualified Devices or Qualified Users, Enrolled Affiliate has elected not to receive CO ROKXu as pad of the Enrollment and therefore noCDROKAo will automatically beshipped. |f Enrolled Affiliate ioenrolling with 25-249 Qualified Devices or Qualified Users and it would like to receive CD ROM Kits and updates, Enrolled Affiliate may order these through its Rese||er for a fee. The submission of this Amendment cax only be placed against a 2011 Enterprise Agreement or an Enrollment that has the Updated EA Amendment terms and conditions applied. The submittal of this Amendment may not bn contingent on submittal ofa new Enterprise Agreement. 2. Section 2aofthe Enrollment titled "'Order Requirements".. is hereby amended and restated in its entirety with the following: a' Minimum Order Requirements. Enrolled Affiliate's Enterprise must have uminimum of 25 Qualified Users nrQualified Devices. (i) Initial Order. Initial order must include at least 25 Licenses from one of the four groups outlined in the Product Selection Form. (ii) |f choosing Enterprise Products. |f choosing Enterprise Products ino specific group outlined in the Product Selection Form. Enrolled Affiliate's initial order must include an Enterprise-wide selection of one or more Enterprise Products or a mix of Enterprise Products and corresponding Enterprise Online Services for that group. (iii)Addibonm| Products. Upon satisfying the minimum order requirements above. Enrolled Affiliate may order Additional Products. (iv)Country ofUsage. Enrolled Affiliate must specify the countries where Licenses will bn used on its initial order and on any additional orders. (v) Enterprise Online Services only. If no Enterprise Product is ordered,then Enrolled Affiliate need only maintain at least 25 Subscription Licenses for Enterprise Online Somioon. 3. Software Assurance renewal. Renewing Software Assurance: If Enrolled Affiliate will be renewing Products Z Software Assurance coverage from a separate agreement, check this box. I 8y checking the above bux, a new section is added to the Enrollment entitled "Software Assurance Addition." Software Assurance Addition.Enrolled Affiliate is permitted to and will include in its initial order under this Enrollment Software Assurance quantities from eligible Program's identified in the table below,even though Enrolled Affiliate is not otherwise eligible to order such Software Assurance without simultaneously ordering aLicense. sAEnn^menu(wN(ew(;)(Mur2018) Sub/onProgram o mme Page of Enrolled Affiliate agrees that any perpetual Licenses received through the New Software Assurance shall supersede and replace the underlying Licenses, and the underlying Licenses are not to be transferred separately from any Licenses received through the New Software Assurance.Any remaining payment obligations with respect to the underlying Licenses shall continue in effect. Program License ID Number Expiration Date Enterprise 8874968 8/31/2019 EAEnrAm end(NA)(ENG)(May2018) Sub 250 Program O W29 Page 2 of 2 � ^^ Microsoft ��| Licensing — nvoU �w/0��6� Previous �� UA �� /�k^� f� � �� u ��y�� n_��nn�� r�� /�� c� � o Entity Name: Monroe County Public Safety Contract that this form im attached to: State Local Government For the purposes of this form, "entity" can mean the signing entity, Customer, Enrolled Affiliate, Government Partner,Institution,or other party entering into a volume licensing program agreement. Please provide o description of the previous EnroUment(o). Agreement(m), Purchasing Aocount(u), and/or Affiliate Registration(s) being renewed or consolidated into the new contract identified above. m. Entity may select below any previous contract(s)from which to transfer MSDN subscribers to this new contract. Entity shall ensure that each K8SDN subscriber transferred is either properly licensed under the new contract nrinremoved. b. Entity may select below only one previous contract from which to transfer the Software Assurance(SA) Benefit contact details, i.e., benefits contact(not the SA manager)and the program nodeu,to this new contract. n. An Open License cannot be used to transfer either the SA Benefit details or MSON oubnnhbom. d. The date of the earliest expiring Enrollment/Agreement that contains SA or Online Services will be the effective date of the new contract(or SA coverage period for Select Plus). m. P|aeue insert the number of the earliest expiring Enm||mendAgreemmnivvith SA or Online Services in the appropriate fields of the new contract. Enrollment/Agreement/ Enrollment/Agreement/ Transfer Transfer Purchasing Account/Affiliate Purchasing Account/Affiliate SA Benefit MSDN Registration Description Registration Public Customer Contact Subscribers Number Standard Enrollment 8874968 X powsnwm,ponm(^W)<Ema>(Apr2016) Page of Microsoft Volume Licensing Enterprise Update Statement Enterprise Agreement Number 01E73902 Enrollment Number 8874968 Company Name Monroe County Public Safety In accordance with the terms of entity's Enterprise Agreement and Enrollment,a true-up order must be submitted for each Enrollment's anniversary (including at Enrollment expiration and prior to any renewal)to account for License quantity increases for: a. Qualified Desktops/Devices or Qualified Users b. Online Services (where permitted) c. Previously ordered Additional Products d. Products included in the Server and Cloud Enrollment or Enrollment for Core Infrastructure e. Products included in the Enrollment for Application Platform. Products selected with the three year true-up option must place the true-up order only upon enrollment expiration and prior to renewal. If entity has ordered any additional quantities since its last Enrollment anniversary,this annual true-up order is still required. Entity must submit an Enterprise Update Statement for each anniversary when there has been no increase in required License quantities as described above. E In checking this box, entity confirms that under the above referenced Enrollment, there has been no increase in the number of required Licenses not already ordered in a prior placed True Up Orders. Entity understands that it is the responsibility of the entity to ensure that all licenses installed are used according to the Enterprise Agreement and Enrollment referenced above. Select applicable year for this Update statement: 3 Customer/Government Partner(as applicable) Name of Entity* Monroe County Public Safety Signature* Printed Name* Printed Title* Signature Date* *indicates required fields EAU niversalU pdateStatement(WW)(ENG)(Jul20l5) Page 1 of 1 Microsoft Volume licensing Program Signature Form MBAJMBSA number "-_308739 _ Agreement number 01 E73902 Note: Enter the applicable active numbers associated with the documents below. Microsoft requires the associated active number be indicated here, or listed below as new. For the purposes of this form, "Customer" can mean the signing entity, Enrolled Affiliate, Government Partner, Institution, or other party entering into a volume licensing program agreement. This signature form and all contract documents identified in the table below are entered into between the Customer and the Microsoft Affiliate si nin , as of the effective date identified below. Contract Document Number or Code Enterprise Enrollment Indirect X20-10634 Sub250 Form W29 Enterprise Amendment M97 NEW Product Selection Form 0865292.003 PSF By signing below, Customer and the Microsoft Affiliate agree that both parties (1) have received, read and understand the above contract documents, including any websites or documents incorporated by reference and any amendments and (2)agree to be bound by the terms of all such documents. Name of Entity(must be legal entity name)* Monroe County Public Safety Signature* Printed First and Last Name* Printed Title Signature Date* Tax ID *indicates required field Microsoft Microsoft Corporation Signature Printed First and Last Name Printed Title Signature Date (date Microsoft Affiliate countersigns) Agreement Effective Date (may be different than Microsoft's signature date) ProgramSignForm(MSSign)(NA.LatAm)ExBRA,MLI(ENG)(Aug2014) Page 1 of 2 Optional 2"d Customer signature or Outsourcer signature(if applicable) Name of Entity(must be legal entity name)* Signature* Printed First and Last Name* Printed Title Signature Date* *indicates required field Outsourcer Name of Entity(must be legal entity name)* Signature* Printed First and Last Name* Printed Title Signature Date* *indicates required field If Customer requires physical media,additional contacts, or is reporting multiple previous Enrollments, include the appropriate form(s)with this signature form. After this signature form is signed by the Customer, send it and the Contract Documents to Customer's channel partner or Microsoft account manager, who must submit them to the following address. When the signature form is fully executed by Microsoft, Customer will receive a confirmation copy. Microsoft Corporation Dept. 551, Volume Licensing 6100 Neil Road, Suite 210 Reno, Nevada 89511-1137 USA ProgramSignForm(MSSign)(NA,LatAm)ExBRA,MLI(ENG)(Aug2014) Page 2 of 2 Enterprise Enrollment Product Selection Form Microsoft I Volume Licensing Proposal ID Enrollment Number 0865292.003 Language: English(United States) Enrolled Affiliate's Enterprise Products and Enterprise Online Services summary for the initial order: Profile Qualified Qualified Users Device i User Enterprise P:-oduct Platform CAL Licensing Model Devices Ratio Enterprise 25 140 0.2 Yes User Licenses Products Enterprise Quantity Office 365 Plans Office 365 Plan E3 USL 25 0365 GCC E3 115 Client Access License(CAL) Core CAL Bridge for Office 365 115 Core CAL Bridge for Office 365 From SA 25 Windows Desktop Windows Enterprise OS Upgrade 25 Enrolled Affiliate's Product Quantities: Price Group 1 2 3 4 Enterprise Products Office Professional Plus+Office Client Access License+ Client Access License Win E3+Win E5+ 365 ProPlus+Office 365(Plans Office 365(Plans El,E3 +Windows Intune+ Win VDA+Microsoft E3 and E5)+Microsoft 365 and E5)+Microsoft 365 EMS USL+Microsoft 365 Enterprise Enterprise Enterprise 365 Enterprise lQuantity 1 140 140 0 125 Enrolled Affiliate's Price Level: Product Offering/Pool Price Level Enterprise Products and Enterprise Online Services USI-s:Unless otherwise indicated in associated contract documents,Price level set using the highest quantity from Groups 1 through 4. D Additional Product Application Pool:Unless otherwise indicated in associated contract documents,Price level set using quantity from Group 1. D Additional Product Server Pool:Unless otherwise indicated in associated contract documents,Price level set using the highest quantity from Group 2 or 3. D Additional Product Systems Pool:Unless otherwise indicated in associated contract documents Price level set using quantity from Group 4 D I CTM EA-EASProdSelFcr Page 1 of 2 Enterprise Enrollment Product Selection Form Microsoft I Volume Licensing NOTES Unless otherwise indicated in the associated contract documents,the price level for each Product offering/pool is set as described above,based upon the quantity to price level mapping below: Quantity of Licenses and Software Assurance Price Level 2,399 and below A 2,400 to 5,999 B 6,000 to 14,999 C 15,000 and above D Note 1:Enterprise Online Services may not be available in all locations. Please see the Product List for a list of locations where these may be purchased. Note 2:Unless otherwise indicated in associated Agreement documents,the CAL selection must be the same across the Enterprise for each Profile. Note 3:Enrolled Affiliate acknowledges that in order to use a third party to reimage the Windows Operating System Upgrade,Enrolled Affiliate must certify that it has acquired qualifying operating system licenses.The requirement applies to Windows Enterprise OS Upgrade.See Product Terms for details. Note 4:If Enrolled Affiliate does not order an Enterprise Product or Enterprise Online Service associated with an applicable Product pool,the price level for Additional Products in the same pool will be price level'A"throughout the term of the Enrollment.Refer to the Qualifying Government Entity Addendum pricing provision for more details on price leveling. Note 5:Bridge CAL,Office 365 Plan E3 Add Ons,EMS Add Ons,Windows Ent SA Per User Add Ons,and Enterprise Cloud Suite Add On quantities are not included for Price Leveling,as License quantities are determined by the corresponding Enterprise Online Service(s). CTM EA-EASProd Sel Form(WW)(E N G) Page 2 of 2 Pricing Proposal Quotation#: 16740106 Created On: Feb-27-2019 Valid Until: Aug-31-2019 Monroe County Board of County Commissioners Inside Account Manager Bret Santucci Joe Tuttle 290 Davidson Avenue Phone:305)295-5113 Somerset,NJ 08873 Fax: Phone:800-543-0432 Email: Tuttle-Joe@MonroeCounty-FL.Gov Fax: 732-868-6055 Email: Bret Santucci@shi.com All Prices are in US Dollar(USD) {ty Your Price Total Product — 25 $15.36 $384.00 1 CoreCALBddge0365FromSA ALNG SubsVL MVL PI#rm PerUsr Microsoft-Part#:AAA-12417 Contract Name:Licensing Solutions Providers(LSP)of Microsoft Software and Services Contract#:43230000-15-02 Note:Annual Payment-Year 1 of 3 115 $18.36 $2,111.40 2 CoreCALBridgeO365 ALNG SubsVL MVL Plifrm PerUsr Microsoft-Part#:AAA 12415 Contract Name:Licensing Solutions Providers(LSP)of Microsoft Software and Services Contract*43230000-15-02 Note:Annual Payment-Year 1 of 3 3 0365GCCE3FromSA ShrdSvr ALNG SubsVL MVL PerUsr 25 $183.60 $4,590.00 Microsoft-Part#:AAA-1 1924 Contract Name:Licensing Solutions Providers(LSP)of Microsoft Software and Services Contract#:43230000-15-02 Note:Annual Payment-Year 1 of 3 115 $216.00 $24,840.00 4 0365GCCE3 ShrdSvrALNG SubsVL MVL PerUsr Microsoft-Part#:AAA11894 Contract Name:Licensing Solutions Providers(LSP)of Microsoft Software and Services Contract#:43230000-15-02 Note:Annual Payment-Year 1 of 3 25 $41.72 $1,043.00 5 WINENTperDVC ALNG SA MVL Pftfrm Microsoft-Part#:KV3-00353 Contract Name:Licensing Solutions Providers(LSP)of Microsoft Software and Services Contract*43230000-15-02 Note:Annual Payment-Year 1 of 3 Total $32,968.40 The products offered under this proposal are resold in accordance with the terms and conditions of the Contract referenced under that applicable line item. FLORM DMMEW OF MANAGEMENT RMES ms state purchasing V*�dio"who serve Rork% State Term Contract No. 43230000-15-02 Licensing Solutions Providers of Microsoft Software and Services This State Term Contract(Contract) is between the State of Florida, Department of Management Services (Department), Division of State Purchasing, an agency of the State of Florida with offices at 4050 Esplanade Way, Tallahassee, FL 32399-0950, and SHI International Corp. (Contractor)with offices at 290 Davidson Ave. Somerset, NJ 08873. The Department entered into overarching agreements with Microsoft Corporation (Microsoft), to standardize the use of Microsoft products and services in the State of Florida (State). Based on those agreements the Department issued Invitation to Negotiate (ITN), No. 07-43230000-L, Licensing Solutions Providers of Microsoft Software and Services, to identify a Microsoft Licensing Solutions Provider(LSP)to provide Microsoft licenses and services to the State. The Contractor submitted a Responsive reply to the ITN. After negotiations the Department determined that the Contractor's reply is the most advantageous to the State and has decided to enter into this Contract. Accordingly, and in consideration of the mutual assurances contained in the Contract, the Department and Contractor agree as follows: I. Scope of Work The Contractor shall provide Microsoft software licenses and maintenance with optional support offerings in accordance with the ITN. The Contractor will coordinate with Customers regarding Microsoft required enrollment agreements which may be a condition of purchasing licenses off of this contract. Those enrollment agreements may further define the scope of services. 11. Contract Term The initial term of this Contract will be three years. The initial contract shall begin on February 1, 2016 or on the last date in which it is signed by all parties, whichever is later. Ill. Renewal Terms Upon satisfactory performance by the Contractor and written mutual agreement of the parties, the Contract may be renewed for a renewal term not to exceed three years under the same terms and conditions in place at the time of renewal and with the approved renewal pricing specified in the Contractor's response to the ITN. IV. Florida Price The Contractor shall provide the Florida Price on the Contractor Florida Price Spreadsheets (Attachments A-D)that are posted on the Department's website. State Term Contract No. 43230000-15-02 Licensing Solutions Providers of Microsoft Software and Services Contingent upon approval by the Department Contract Manager, updates to the Contractor Florida Price Spreadsheets shall be posted on the Department's website. The Department reserves the right to remove products or services from the Contractor Florida Price Spreadsheets as needed in the best interest of the State. Microsoft determines pricing levels and ERP pricing for its products. If Microsoft lowers prices, or pricing levels at any time, the Contractor shall immediately adjust the Florida pricing to reflect the lower prices. The Contractor will monitor Microsoft pricing and if at any time additional discounts become available to the state, Contractor will incorporate the discounts into this contract without delay. Contractor will continually provide the best available pricing to the state. V. Contract This document, together with the following exhibits set forth the entire understanding of the parties and supersedes all prior agreements, whether written or oral. All exhibits listed below are incorporated in their entirety, and form part of this Contract. The Contract has the following exhibits: Exhibit A: Special Contract Conditions Exhibit B: General Contract Conditions, Form PUR 1000 (10/06) Exhibit C-. Contract Forms Exhibit D: ITN No. 07-43230000-L Exhibit E: Contractor's Response to ITN No. 07-43230000-L In case of conflict, the documents shall have priority in the following order as listed: a) This document b) Exhibit D: ITN No. 07-43230000-L c) Exhibit A: Special Contract Conditions d) Exhibit B: General Contract Conditions e) Exhibit C: Contract Forms f) Exhibit E: Contractor's Response to ITN No. 07-43230000-L V1. Amendments No oral modifications to this Contract are permitted. All modifications to this Contract must be in writing and signed by both parties. Notwithstanding the order listed in section V, amendments executed after the Contract is executed may expressly change the provisions of the Contract. If they do so expressly, then the most recent amendment will take precedence over anything else that is part of the Contract. Page 2 of 30 State Term Contract No. 43230000-15-02 Licensing Solutions Providers of Microsoft Software and Services A. Contract Notices In addition to the provisions in section 38 of Form PUR 1000 (10/06), contract notices may be delivered by email to the Contractor's designated contact person as prescribed in section VI I. V11. Contract Management The Department employee who is primarily responsible for maintaining the Contract administration file, serves as the contract manager, and is the Department's designated contact person shall be listed on the Department's website. The Contractor's employee who is primarily responsible for overseeing the Contractor's contract responsibilities and is the Contractor's designated contact person, shall be named by the Contractor and will be listed on the Department's website. Either Party may appoint a different Contract Manager, which shall not constitute an amendment to the Contract, by sending written notice to the other party. Any communications regarding the Contract shall be addressed to the Contract Manager. All questions and customer service issues concerning this Contract shall be directed to the designated contact person. This Contract is executed upon signature of authorized officers as of the dates signed below: State of Florida Contractor: Department of Management Services: SHI International Corp. By: By: Name: Name: Title: Title: Date: Date: Page 3 of 31 State Term Contract No. 43230000-15-02 Licensing Solutions Providers of Microsoft Software and Services V1. Contract Notices In addition to the provisions in section 38 of Form PUR 1000(10/06),contract notices may be delivered by email to the Contractor's designated contact person as prescribed in section VII. V11. Contract Management The Department employee who is primarily responsible for maintaining the Contract administration file,serves as the contract manager, and is the Department's designated contact person shall be listed on the Department's website, The Contractor's employee who is primarily responsible for overseeing the Contractor's contract responsibilities and is the Contractor's designated contact person, shall be named by the Contractor and will be listed on the Department's website. Either Party may appoint a different Contract Manager,which shall not constitute an amendment to the Contract, by sending written notice to the other party.Any communications regarding the Contract shall be addressed to the Contract Manager. All questions and customer service issues concerning this Contract shall be directed to the designated contact person. This Contract is executed upon signature of authorized officers as of the dates signed below: State of Florida Contractor: Department of Management Services: SHI International Corp. By: By: Name: Name: Natalie Slovvik Title: Title: Senior Manager-Contracts&RFPs Date: ZI -/0 Date: 1/28/16 Page 3 of 30 State Term Contract No. 43230000-15-02 Licensing Solutions Providers of Microsoft Software and Services EXHIBIT A: SPECIAL CONTRACT CONDITIONS 1. ELECTRONIC INVOICE The Contractor may supply electronic invoices in lieu of paper-based invoices for those transactions processed through the MyFloridaMarketPlace (MFMP). Electronic invoices may be submitted to the Customer through the Ariba Network (AN), whose usage is not mandatory. Contractor may incur a fee for use of the AN. If Contractor chooses to participate in the AN, electronic invoices shall be submitted to the Customer in one of three mechanisms as listed below. a) COMMERCE EXTENSIBLE MARKUP LANGUAGE (CXML) This standard establishes the data contents required for invoicing via cXML within the context of an electronic environment. This transaction set can be used for invoicing via the AN for catalog and non-catalog goods and services. The cXML format is the Ariba preferred method for electronic invoicing. b) ELECTRONIC DATA INTERCHANGE (ED[) This standard establishes the data contents of the Invoice Transaction Set(810)for use within the context of an EDI environment. This transaction set can be used for invoicing via the AN for catalog and non-catalog goods and services. c) PURCHASE ORDER (P.O.) FLIP VIA ARIBA NETWORK(AN) The online process allows suppliers to submit invoices via the AN for catalog and non-catalog goods and services. Contractors have the ability to create an invoice directly from their Inbox in their AN account by simply "flipping"the P.O. into an invoice. This option does not require any special software or technical capabilities. For the purposes of this section, the Contractor warrants and represents that it is authorized and empowered to and hereby grants the State and the third party provider of MFMP, a State Contractor, the right and license to use, reproduce, transmit, distribute, and publicly display within the system the information outlined above. In addition, the Contractor warrants and represents that it is authorized and empowered to and hereby grants the State and the third party provider the right and license to reproduce and display within the system the Contractor's trademarks, system marks, logos, trade dress, or other branding designation that identifies the products made available by the Contractor under the Contract. The Contractor may work with the MFMP management team to obtain specific requirements for the Electronic Invoicing upon contract award. Page 4 of 30 State Term Contract No. 43230000-15-02 Licensing Solutions Providers of Microsoft Software and Services 2. PRODUCT AND CATALOG SPECIFICATIONS (SERVICES INCLUDED, IF APPLICABLE) The Contractor shall submit all Catalog changes to the Department for review. Once approved in writing by the Department, the product Catalog submitted will be incorporated into the Contract. Any additional terms and conditions contained in the product Catalog language will not be included in the Contract. 3. PURCHASING CARD PROGRAM Contractor must accept the Universal card format Purchasing Cards (e.g., American Express, MasterCard, and Visa). However, the Purchasing Card is not the exclusive method of payment (e.g., Purchase Order). The method of ordering and payment (e.g., Purchase Order, Purchasing Card) shall be selected by the Eligible User. 4. COMPLIANCE WITH LAWS The Contractor shall comply with all laws, rules, codes, ordinances, and licensing requirements that are applicable to the conduct of its business, including those of Federal, State, and local agencies having jurisdiction and authority. For example, Chapter 287, of the Florida Statutes and Rule 60A of the Florida Administrative Code govern the Contract. The Contractor shall comply with section 274A of the Immigration and Nationalization Act, the Americans with Disabilities Act, and all prohibitions against discrimination on the basis of race, religion, sex, creed, national origin, handicap, marital status, or veteran's status. Violation of any such applicable laws, roles, codes, ordinances and licensing requirements, shall be grounds for Contract termination. 5. LIABILITY AND WORKER'S COMPENSATION INSURANCE During the Contract term, the Contractor at its sole expense shall provide commercial insurance of such a type and with such terms and limits as may be reasonably associated with the Contract, which, at a minimum, shall be: workers' compensation and employees liability insurance per Florida statutory limits (currently $100,000 per accident, $100,000 per person, and $500,000 policy aggregate) covering all employees engaged in any Contract work; commercial general liability coverage on an occurrence basis in the minimum amount of $500,000 (defense cost shall be in excess of the limit of liability), naming the State as an additional insured; and automobile liability insurance covering all vehicles, owned or otherwise, used in the Contract work, with minimum combined limits of$500,000, including hired and non-owned liability, and $5,000 medical payment. Providing and maintaining adequate insurance coverage is a material obligation of the Contractor and is of the essence of the Contract. The Contract shall not limit the types of insurance Contractor may desire to obtain or be required to obtain by law. The limits of coverage under each policy maintained by the Contractor shall not be interpreted as limiting the Contractor's liability and obligations under the Contract. All insurance policies shall be through insurers authorized to write policies in Florida. Page 5 of 30 State Term Contract No. 43230000-15-02 Licensing Solutions Providers of Microsoft Software and Services G. DETAIL OF BILLS Contractor shall submit bills for fees or other compensation for services or expenses in detail sufficient enough for a proper pre-audit and post-audit. The Department reserves the right to request additional documentation. 7. PAYMENT TIMEFRAME Section 215.422, Florida Statutes (F.S.), provides that agencies have five (5)working days to inspect and approve commodities or contractual services. Items may be tested for compliance with specifications. Items delivered not conforming to specifications may be rejected and returned at the Contractor's expense. Interest penalties for late payment are also provided for in section 215.422, F.S. A Vendor Ombudsman, whose duties include acting as an advocate for Vendors who may be experiencing problems obtaining timely payment(s) from an Agency, may be contacted at 850-413-5516, or Vendors may call the State Comptroller's Hotline at 1-800-848-3792. 8. MYFLORIDAMARKETPLACE FEES The State of Florida, through the Department of Management Services, has instituted M yF lorida M arketP lace, a statewide eProcurement system pursuant to section 287.057(22), Florida Statutes. Payments issued by Agencies or Eligible Users to Vendors for purchases of commodities or contractual services are subject to Transaction Fees, as prescribed by rule 60A-1.031, Florida Administrative Code, or as may otherwise be established by law. Effective November 1st, 2015, through July 1st, 2016, in accordance with Senate Bill 2502-A, the Transaction Fees imposed for use of the State of Florida's eProcurement systems will change from one percent (1%)to seven-tenths of one percent (.70%) of the payment issued. The Transaction Fees imposed shall be based upon the date of issuance of the payment. Any questions regarding the Transaction Fees should be directed to the MFMP Customer Service Desk, at 866-352-3776, BuyerHelp(&-myfloridamarketplace.com or VendorHelp(&-myfloridamarketplace.com. Vendors shall submit monthly reports required by the rule. All reports shall be subject to audit. Failure to pay Transaction Fees or submit reports shall constitute grounds for default and exclusion from business with the State of Florida. 9. PAYMENT AUDIT Records of costs incurred under terms of the Contract shall be maintained and made available to the Agency upon request at all times during the period of the Contract, and for a period of three years thereafter. Records of costs incurred shall include the Contractor's general accounting records, together with supporting documents and Page 6 of 30 State Term Contract No. 4323O000-15-O2 Licensing Solutions Providers of Microsoft Software and Services records of the Contractor and all subcontractors performing work, and all other records of the Contractor and subcontractors considered necessary bv the Agency for audit. 10. BILLS FOR TRAVEL Travel expenses are not reimbursable unless specifically authorized in writing and shall be reimbursed only in accordance with section 112.O81. Florida Statutes. 11- PUBLIC RECORDS Access to Public Records To the extent required by the Florida Public Records Act, Chacter11g. F.S.. the Contractor shall maintain and allow access to public records made or received in conjunction with the Contract. (a)The Department may unilaterally cancel the Contract for refusal by the Contractor to allow access to all public records, including documents, papers, |edƒena, mr other material made or received by the Contractor in conjunction with the Contract, unless the records are exempt from a. 24/a\ ofArt. | of the State Constitution and section 118.07(1). Florida Statutes. /b\If, under this Contract, the Contractor is providing services and is acting on behalf of a public agency os provided by section 118.0701/1\/b\. Florida Statutes, the Contractor shall: (1) Keep and maintain public records that ordinarily and necessarily would be required bythe public agency in order to perform the service. (2) Provide the public with access to public records on the same terms and conditions that the public agency would provide the records and aia cost that does not exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law. (3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except oaauthorized by law. (4) Meet all requirements for retaining public records and tngnofer, at no coat. to the public agency all public records in possession of the Contractor upon termination of the Contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the public agency in a format that is compatible with the information technology systems of the public agency. Page 7of30 State Term Contract No. 43230000-15-02 Licensing Solutions Providers of Microsoft Software and Services Protection of Trade Secrets or Other Confidential Information (a)If the Contractor considers any portion of materials made or received in the course of performing the Contract ("contract-related materials") to be trade secret under section 812.081, Florida Statutes, or otherwise confidential under Florida or federal law, the Contractor must clearly designate that portion of the materials as"confidential"when submitted to the Department. (b)If the Department receives a public records request for contract-related materials designated by the Contractor as"confidential,"the Department will provide only the portions of the contract-related materials not designated as"confidential." If the requester asserts a right to examine contract-related materials designated as "confidential,"the Department will notify the Contractor. The Contractor will be responsible for responding to and resolving all claims for access to contract-related materials it has designated "confidential." (c) If the Department is served with a request for discovery of contract-related materials designated "confidential,"the Department will promptly notify the Contractor about the request. The Contractor will be responsible for filing the appropriate motion or objection in response to the request for discovery. The Department will provide materials designated "confidential" only if the Contractor fails to take appropriate action, within timeframes established by statute and court rule, to protect the materials designated as "confidential"from disclosure. (d)The Contractor shall protect, defend, and indemnify the Department for claims, costs, fines, and attorney's fees arising from or relating to its designation of contract-related materials as"confidential." 12. RETENTION OF RECORDS Contractor shall retain sufficient documentation to substantiate claims for payment under the Contract, and all other records made in relation to the Contract, for five (5) years after expiration or termination of the Contract. 13. COMMUNICATIONS AND CONFIDENTIALITY The Contractor agrees that it shall make no statements, press releases, or publicity releases concerning the Contract or its subject matter or otherwise disclose or permit to be disclosed any of the data or other information obtained or furnished in compliance with the Contract, or any particulars thereof, during the period of the Contract, without first notifying the Department's Contract Manager or the Department's designated contact person and securing prior written consent. The Contractor shall maintain confidentiality of all confidential data, files, and records related to the services and/or commodities provided pursuant to the Contract and shall comply with all state and federal laws, including, but not limited to sections 381.004, 384.29, 392.65, and 456.057, Page 8 of 30 State Term Contract No. 43230000-15-02 Licensing Solutions Providers of Microsoft Software and Services F.S. The Contractor's confidentiality procedures shall be consistent with the most recent version of the Customer's security policies, protocols, and procedures. The Contractor shall also comply with any applicable professional standards with respect to confidentiality of information. 14. INTELLECTUAL PROPERTY The parties do not anticipate that any Intellectual Property will be developed or created as a result of the Contract. However, in such case as it is developed or created, any Intellectual Property developed or created as a result of the Contract will belong to and be the sole property of the State of Florida. This provision will survive the termination or expiration of the Contract. 15. PREFERRED PRICE AFFIDAVIT REQUIREMENT The Department will provide the Preferred Pricing Affidavit, incorporated by reference, for completion by an authorized representative of the Contractor attesting that the Contractor is in compliance with the preferred pricing provision in section 4(b) of the PUR 1000 form. The Contractor agrees to submit to the Department, at least annually, the completed Preferred Pricing Affidavit. 16. EMPLOYMENT VERIFICATION (E-VERIFY) In accordance with Executive Order Number 11-116, the Contractor agrees to utilize the U.S. Department of Homeland Security's E-Verify system, hftps:/Ie-verify.uscis.gov/emp, to verify the employment of all new employees hired by the Contractor during the Contract term for the services specified in the Contract. Also, Contractor shall include in related subcontracts a requirement that subcontractors performing work or providing services pursuant to the Contract utilize the E-Verify system to verify employment of all new employees hired by the subcontractor during the Contract term. 17. SCRUTINIZED COMPANY LIST In accordance with subsection 287.135(5), Florida Statutes, the Contractor certifies that it is not listed on either the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, created pursuant to section 215.473, Florida Statutes. In accordance with 287.135, the Department may unilaterally terminate this contract if it determines that the Contractor has submitted a false certification as provided under subsection 287.135 (5), or that it is placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List. 18. CONVICTED AND DISCRIMINATORY VENDOR LISTS In accordance with sections 287.133 and 287.134, F.S., an entity or affiliate who is on the Convicted Vendor List or the Discriminatory Vendor List may not perform work as a contractor, supplier, subcontractor, or consultant under the Contract. Page 9 of 30 State Term Contract No. 43230000-15-02 Licensing Solutions Providers of Microsoft Software and Services 19. TERMINATION FOR CONVENIENCE The Contract may be terminated by the Department in whole or in part at any time in the best interest of the State. If the Contract is terminated before performance is completed, the Contractor shall be paid only for that work satisfactorily performed for which costs can be substantiated. Such payment, however, may not exceed an amount which is the same percentage of the Contract price as the amount of work satisfactorily performed. 20. TERMINATION FOR CAUSE If the Department determines that the performance of the Contractor is not satisfactory, the Department shall have the option of(a) immediately terminating the Contract, or(b) notifying the Contractor of the deficiency with a requirement that the deficiency be corrected within a specified time, otherwise the Contract will be terminated at the end of such time, or (c) take other action deemed appropriate by the Department. 21. COMMITMENT TO DIVERSITY IN GOVERNMENT CONTRACTING The State of Florida is committed to supporting its diverse business industry and population through ensuring participation by minority-, women-, wartime-, and service- disabled veteran business enterprises in the economic life of the State. The State of Florida Mentor Protege Program connects minority-, women-, wartime-, and service- disabled veteran business enterprises with private corporations for business development mentoring. We strongly encourage firms doing business with the State of Florida to consider this initiative. For more information on the Mentor Protege Program, please contact the Office of Supplier Diversity at (850) 487-0915 or osdhelpa-dms.mvflorida.com. Upon request, the Contractor shall report to the Department spend with certified and other minority business enterprises. These reports will include the period covered, the name, minority code and Federal Employer Identification Number of each minority vendor utilized during the period, commodities and services provided by the minority business enterprise, and the amount paid to each minority vendor on behalf of each purchasing agency ordering under the terms of this Contract. 22. BUSINESS REVIEW MEETINGS The Department reserves the right to schedule business review meetings as frequently as necessary. The Department will provide the format for the Contractor's agenda. Prior to the meeting, the Contractor shall submit the completed agenda to the Department for review and acceptance. The Contractor shall address the agenda items and any of the Department's additional concerns at the meeting. Failure to comply with this section may result in the Contractor being found in default and contract termination. 23. ETHICAL BUSINESS PRACTICES Contractors shall work in partnership with the State to ensure a successful and valuable Contract. Ethical practices are required of State employees, Contractors, and all parties Page 10 of 30 State Term Contract No. 43230000-15-02 Licensing Solutions Providers of Microsoft Software and Services representing the Contractor. All work performed under this Contract will be subject to review by the Inspector General of the State of Florida, and any findings suggesting unethical business practices may be cause for termination or cancellation. 24. GRATUITIES The Contractor shall not, in connection with this or any other agreement with the State, directly or indirectly (1) offer, give, or agree to give anything of value to anyone as consideration for any State officer or employee's decision, opinion, recommendation, vote, other exercise of discretion, or violation of a known legal duty, or(2) offer, give, or agree to give to anyone anything of value for the benefit of, or at the direction or request of, any State officer or employee. 25. LOBBYING In accordance with sections 11.062 and 216.347, F.S., the Contract funds are not for the purpose of lobbying the Legislature, the judicial branch, or an Agency. Pursuant to subsection 287.058(6), F.S., the Contract does not prohibit the Contractor from lobbying the executive or legislative branch concerning the scope of services, performance, term, or compensation regarding the Contract, after the Contract's execution and during the Contract's term. 26. COOPERATION WITH INSPECTOR GENERAL Pursuant to subsection 20.055(5), F.S., Contractor, and any subcontractor to the Contractor, understand and will comply with their duty to cooperate with the Inspector General in any investigation, audit, inspection, review, or hearing. Upon request of the Inspector General or any other authorized State official, the Contractor shall provide any type of information the Inspector General deems relevant to the Contractor's integrity or responsibility. Such information may include, but shall not be limited to, the Contractor's business or financial records, documents, or files of any type or form that refer to or relate to the Contract. The Contractor shall retain such records for three (3)years after the expiration of the Contract, or the period required by the General Records Schedules maintained by the Florida Department of State (available at: hftp://dos.myflorida.com/library-archives/records-management/general-records- schedule , whichever is longer. The Contractor agrees to reimburse the State for the reasonable costs of investigation incurred by the Inspector General or other authorized State official for investigations of the Contractor's compliance with the terms of this or any other agreement between the Contractor and the State which results in the suspension or debarment of the Contractor. Such costs shall include, but shall not be limited to: salaries of investigators, including overtime; travel and lodging expenses; and expert witness and documentary fees. 27. PRODUCT VARIATIONS/CUSTOM ORDERS New variations, substitutions, including custom orders of existing software licenses, maintenance and services awarded under the Contract will be considered by the Page 11 of 30 State Term Contract No. 43230000-15-02 Licensing Solutions Providers of Microsoft Software and Services Department if it is in the best interest of the State. All modifications and special requests must receive prior written approval from the Department or Customer before execution of the purchase. Proposed changes are not to compromise the integrity of the software licenses, maintenance or services performance. 28. DELAYS AND COMPLAINTS Delivery delays and service complaints will be monitored on a continual basis. Documented inability to perform under the conditions of the Contract(via the established Complaint to Vendor process (PUR 7017 form) may result in default proceedings and cancellation. 29. SALES AND USE TAX It is the responsibility of the Contractor to determine how work accomplished under this Contract would be subject to a Use Tax as written in the"Sales and Use Tax" Rule 12A- 1, Florida Administrative Code. Any questions concerning the Use Tax as it relates to this contract shall be directed to the Taxpayer Assistance section at the Department of Revenue (DOR) (800) 352-3671, Monday through Friday, 8 a.m. to 7 p.m. (ET). For more information visit the DOR website at hftp://dor.mvflorida.com/dor/businesses. 30. INSURANCE, LOSS DEDUCTIBLE The Department and Customer shall be exempt from, and in no way liable for, any sums of money which may represent a deductible in any insurance policy. The payment of such deductible shall be the sole responsibility of the contractor providing such insurance. Upon request, the Contractor shall furnish the Department or Customer an insurance certificate proving appropriate coverage is in full force and effect. 31. INSURANCE, SUBCONTRACTOR'S PUBLIC LIABILITY AND PROPERTY DAMAGE The Contractor shall require each of its subcontractors to secure and maintain during the life of the subcontract, insurance of the type specified in section 5, Liability and Workers Compensation Insurance, or the Contractor may insure the activities of its subcontractors in the Contractor's policy, as specified in the Liability and Workers Compensation Insurance Section of this contract. 32. INDEMNITY The Contractor agrees to indemnify, defend, and hold the State of Florida, its officers, employees and agents harmless from all fines, claims, assessments, suits,judgments, or damages, consequential or otherwise, including court costs and attorney's fees, arising out of any acts, actions, breaches, neglect or omissions of the Contractor, its employees, agents, subcontractors, assignees or delegates related to the Contract, as well as for any determination arising out of or related to the Contract, that the Contractor or Contractor's employees, agents, subcontractors, assignees or delegates are not independent contractors in relation to the Agency. The Contract does not constitute a waiver of sovereign immunity or consent by the Agency or the State of Florida or its subdivisions to suit by third parties. Page 12 of 30 State Term Contract No. 43230000-15-02 Licensing Solutions Providers of Microsoft Software and Services 33. PAYMENT FOR CLAIMS The Contractor guarantees the payment of all just claims for materials, supplies, tools, or labor and other just claims against the Contractor or any employee, agent, subcontractor, assignee or delegate in connection with the Contract. 34. PERFORMANCE AND PAYMENT BONDS The authority and responsibility for requesting performance and payment bonds shall rest with the Customer. Under this contract, the Customer issuing the purchase order may request a performance and payment bond as deemed necessary by the size of the job. Inability to provide a bond shall result in the Contractor being found in default of the contract. 35. WARRANTY The Microsoft standard warranty shall cover all software and the Contractor's warranty shall cover Value-added services provided under this the Contract. The Microsoft standard warranty is required to provide coverage against defective software, workmanship, and failure to perform in accordance with the specifications and required performance criteria. The Microsoft and Contractor warranty coverage must be identical to or exceed the most inclusive of those normally provided for the commodities and contractual services specified herein that are sold to any State or local governments. Should the Microsoft or Contractor warranty conflict with any requirements, specifications, terms, or conditions of the Contract, the Contract terms and conditions shall prevail. 36. CONTRACT REVISIONS Notwithstanding General Contract Conditions, section 42 of the PUR 1000 Form, the following types of revisions can be made to the Contract upon written authorization by the Department: a) Contractor's Company Information and Contacts b) Contract Administrator c) Contract Forms d) Catalog Revisions The Contractor shall use the appropriate form to request changes to the items listed above and shall submit the form to the Department for review and approval. Only the above listed provisions can be made without a formal Contract amendment. General Contract Conditions, section 42 of the PUR 1000, apply to all other modifications to the Contract. 37. FINANCIAL CONSEQUENCES The Contract Administrator shall periodically review the Contractor's Compliance with the responsibilities and deliverables in the Contract. If the Contractor fails to meet and Page 13 of 30 State Term Contract No. 43230000-15-02 Licensing Solutions Providers of Microsoft Software and Services comply with the responsibilities and deliverables established in the Contract, Contractor will be subject to damages. See Exhibit C, section 18 for additional information. 38. THIRD PARTY AUDITS AND REPORTING REQUIREMENTS At no additional cost to the State, the Contractor is to contract with an independent third party firm (to be approved by the Department)to conduct, at a minimum, at least one random sampling of the Contractor's price list per quarter in accordance with Section 6.23 of the ITN. The Contractor's failure to comply with this requirement may result in financial consequences and may also result in the Contractors immediate removal from the Contract. Page 14 of 30 State Term Contract No. 43230000-15-02 Licensing Solutions Providers of Microsoft Software and Services EXHIBIT B: GENERAL CONTRACT CONDITIONS State of Florida PUR 1000 General Contract Conditions Contents 1. Definitions. 2. Purchase Orders. 3. Product Version. 4. Price Changes Applicable only to Term Contracts. 5. Additional Quantities. 6. Packaging. 7. Inspection at Contractor's Site. 8. Safety Standards. 9. Americans with Disabilities Act. 10. Literature. 11. Transportation and Delivery. 12. Installation. 13. Risk of Loss. 14. Transaction Fee. 15. Invoicing and Payment. 16. Taxes. 17. Governmental Restrictions. 18. Lobbying and Integrity. 19. Indemnification. 20. Limitation of Liability. 21. Suspension of Work. 22. Termination for Convenience. 23. Termination for Cause. 24. Force Majeure, Notice of Delay, and No Damages for Delay. 25. Changes. 26. Renewal. 27. Purchase Order Duration. 28. Advertising. 29. Assignment. 30. Antitrust Assignment 31. Dispute Resolution. 32. Employees, Subcontractors, and Agents. 33. Security and Confidentiality. 34. Contractor Employees, Subcontractors, and Other Agents. Page 15 of 30 State Term Contract No. 43230000-15-02 Licensing Solutions Providers of Microsoft Software and Services 35. Insurance Requirements. 36. Warranty of Authority. 37. Warranty of Ability to Perform. 38. Notices. 39. Leases and Installment Purchases. 40. Prison Rehabilitative Industries and Diversified Enterprises, Inc. (PRIDE). 41. Products Available from the Blind or Other Handicapped. 42. Modification of Terms. 43. Cooperative Purchasing. 44. Waiver. 45. Annual Appropriations. 46. Execution in Counterparts. 47. Severability. 1. Definitions. The definitions contained in s. 60A-1.001, F.A.C. shall apply to this agreement. The following additional terms are also defined: (a) "Contract" means the legally enforceable agreement that results from a successful solicitation. The parties to the Contract will be the Customer and Contractor. (b) "Customer" means the State agency or other entity identified in a contract as the party to receive commodities or contractual services pursuant to a contract or that orders commodities or contractual services via purchase order or other contractual instrument from the Contractor under the Contract. The"Customer" may also be the"Buyer" as defined in the PUR 1001 if it meets the definition of both terms. (c) "Product" means any deliverable under the Contract, which may include commodities, services, technology or software. (d) "Purchase order" means the form or format a Customer uses to make a purchase under the Contract (e.g., a formal written purchase order, electronic purchase order, procurement card, contract or other authorized means). 2. Purchase Orders. In contracts where commodities or services are ordered by the Customer via purchase order, Contractor shall not deliver or furnish products until a Customer transmits a purchase order. All purchase orders shall bear the Contract number, shall be placed by the Customer directly with the Contractor, and shall be deemed to incorporate by reference the Contract terms and conditions. Any discrepancy between the Contract terms and the terms stated on the Contractor's order form, confirmation, or acknowledgement shall be resolved in favor of terms most favorable to the Customer. A purchase order for services within the ambit of section 287.058(1) of the Florida Statutes shall be deemed to incorporate by reference the requirements of subparagraphs (a)through (f)thereof. Customers shall designate a contract Page 16 of 30 State Term Contract yJo. 4323000O-15-U2 Licensing Solutions Providers of Microsoft Software and Services manager and acontract administrator aa required by subsections 287.O57(15) and (1E) ofthe Florida Statutes. 3, Pmxduct Version. Purchase orders shall be deemed toreference a manufacturer's most recently release model or version of the product at the time of the order, unless the Customer specifically requests in writing an earlier model or version and the contractor is willing to provide such model nrversion. 4. Price Changes Applicable only 0m Term Contracts. |f this isa term contract for commodities or services, the following provisions apply. /a\ Quantity Discounts. Contractors are urged to offer additional discounts for one time delivery of large single orders. Customers should seek to negotiate additional price concessions on quantity purchases of any products offered under the Contract. State Customers shall document their files accordingly. (b) Best Pricing Offer. During the Contract term, ifthe Customer becomes aware ofbetter pricing offered bx the Contractor for substantially the same or a smaller quantity ofmproduct outside the Contract, but upon the same or similar terms of the Contract, then at the discretion of the Customer the price under the Contract shall be immediately reduced to the lower price. (c) Sales Promotions. |n addition to decreasing prices for the balance of the Contract term due to a change in market conditions, a Contractor may conduct sales promotions involving price reductions for a specified lesser period. A Contractor shall submit to the Contract Specialist documentation identifying the proposed (1) starting and ending dates of the promotion, (2) products involved, and (3) promotional prices compared to then-authorized prices. Promotional prices shall be available to all Customers. Upon approval, the Contractor shall provide conspicuous notice of the promotion. (d) Customers may trade-in equipment when making purchases from the Contract. A trade-in shall be negotiated between the Customer and the Contractor. Customers are obligated to actively seek current fair market value when trading equipment, and to keep accurate records of the process. For State agencies, it may be necessary toprovide documentation to the Department of Financial Services and to the agency property custodian pursuant 10 Chapter 273. F.8. /e\ Eguitable Adiustment. -FheCustornerrnay. in its sole discretion, make an equitable adjustment in the Contract terms or pricing if pricing or availability of supply is affected by extreme and unforeseen volatility inthe nnmrkatp|aoe, that is, by circumstances that satisfy all the following criteria: (1) the volatility is due to causes wholly beyond the Contractor's control, /2\the volatility affects the marketplace or industry, not just the particular Contract source of supply, (3) the effect on pricing or availability ofsupply is substantial, and (4)the volatility au Page 17of30 State Term Contract No. 43230000-15-02 Licensing Solutions Providers of Microsoft Software and Services affects the Contractor that continued performance of the Contract would result in a substantial loss. 6. Additional Quantities. For a period not exceeding ninety (90) days from the date of Contract award, the Customer reserves the right to acquire additional quantities up to the amount shown on the Contract but not to exceed the threshold for Category Two at the prices submitted in the response to the solicitation. 6. Packaging. Tangible product shall be securely and properly packed for shipment, storage, and stocking in appropriate, clearly labeled, shipping containers and according to accepted commercial practice, without extra charge for packing materials, cases, or other types of containers. All containers and packaging shall become and remain Customer's property. 7. Inspection at Contractor's Site. The Customer reserves the right to inspect, at any reasonable time with prior notice, the equipment or product or plant or other facilities of a Contractor to assess conformity with Contract requirements and to determine whether they are adequate and suitable for proper and effective Contract performance. 8. Safety Standards. All manufactured items and fabricated assemblies subject to operation under pressure, operation by connection to an electric source, or operation involving connection to a manufactured, natural, or LP gas source shall be constructed and approved in a manner acceptable to the appropriate State inspector. Acceptability customarily requires, at a minimum, identification marking of the appropriate safety standard organization, where such approvals of listings have been established for the type of device offered and furnished, for example: the American Society of Mechanical Engineers for pressure vessels; the Underwriters Laboratories and/or National Electrical Manufacturers' Association for electrically operated assemblies; and the American Gas Association for gas-operated assemblies. In addition, all items furnished shall meet all applicable requirements of the Occupational Safety and Health Act and state and federal requirements relating to clean air and water pollution. 9. Americans with Disabilities Act. Contractors should identify any products that may be used or adapted for use by visually, hearing, or other physically impaired individuals. 10. Literature. Upon request, the Contractor shall furnish literature reasonably related to the product offered, for example, user manuals, price schedules, catalogs, descriptive brochures, etc. 11. Transportation and Delivery. Prices shall include all charges for packing, handling, freight, distribution, and inside delivery. Transportation of goods shall be FOB Destination to any point within thirty (30) days after the Customer places an Order. A Contractor, within five (5) days after receiving a purchase order, shall notify the Customer of any potential delivery Page 18 of 30 State Term Contract No. 4323O0OO-15-O2 Licensing Solutions Providers of Microsoft Software and Services delays. Evidence of inability or intentional delays shall be cause for Contract cancellation and Contractor suspension. 12. Installation. Where installation is required, Contractor shall be responsible for placing and installing the product inthe required locations atnoadditional chagJe, unless otherwise designated onthe Contract or purchase order. Contractors authorized product and price list shall clearly and separately identify any additional installation charges. All materials used inthe installation shall be of good quality and ghoU be free[f defects that would diminish the appearance of the product Vr render it structurally Vr operationally unsound. Installation includes the furnishing of any equipnnent, hgQin0, and materials required to install or replace the product in the proper location. Contractor shall protect the site from damage and shall repair damages or injury oauseddurinQinstaUetionbyContractororits employees nragents. If any m|teration, diarnant|ing, gxoavation, eio., is required toachieve installation, the Contractor shall promptly restore the structure or site to its original condition. Contractor shall perform installation work aVaato cause the least inconvenience and interference with Customers and with proper consideration of others onsite. Upon completion of the installation, the location and surrounding area of work shall be left clean and in a neat and unobstructed condition, with everything in satisfactory repair and order. 13' Risk of Loss- Matters of inspection and acceptance are addressed ins. 215.422. F.8. Until acceptance, risk Vf loss ordamage shall remain with the Contractor. -[heContnactorshaU be responsible for filing, processing, and collecting all damage claims. To assistthe Contractor with damage claims, the Customer shall: record any evidence Vf visible damage on all copies Vf the delivering carrier's Bill of Lading; report damages to the carrier and the Contractor; and pnovidetheControctorvvithmnopyofthecarrie/nBi|| ofLadinganddunmageinspectionpepod. When a Customer rejects a produot. Contractor shall remove it from the premises within ten days after notification or rejection. Upon rejectionnotification, the risk of loss of rejectedor non- conforming product shall remain with the Contractor. Rejected product not removed by the Contractor within ten days shall be deemed abandoned by the Contractor, and the Customer shall have the right to dispose ofit aa its own property. Contractor shall reimburse the Customer for costs and expenses incurred in storing or effecting removal or disposition of rejected product. 14' Transaction Fee' The State ofFlorida has instituted K8yHohdaK8advatP|oms, a statewide eProuunement System ("Systemn''). Pursuant to section 287.O57(23). Florida Statutes (2003). all payments shall be assessed a Transaction Fee of one percent (1.0%), which the Contractor shall pay to the State, unless exempt pursuant to6OA-1.O32, F.&C. For payments within the State accounting system (FLAIR or its aucoeGgoh. the Transaction Fee Gha||, when poseib|e, be automatically deducted from payments 1othe Contractor. If automatic deduction is not possible, the Contractor shall pay the Transaction Fee pursuant to Rule 60A- 1.031(2), F.A.C. By submission nf these reports and corresponding payments, Contractor Page 19of30 State Term Contract No. 43230000-15-02 Licensing Solutions Providers of Microsoft Software and Services certifies their correctness. All such reports and payments shall be subject to audit by the State or its designee. Contractor shall receive a credit for any Transaction Fee paid by the Contractor for the purchase of any item(s) if such item(s) are returned to the Contractor through no fault, act, or omission of the Contractor. Notwithstanding the foregoing, a Transaction Fee is non-refundable when an item is rejected or returned, or declined, due to the Contractor's failure to perform or comply with specifications or requirements of the agreement. Failure to comply with these requirements shall constitute grounds for declaring the Contractor in default and recovering reprocurement costs from the Contractor in addition to all outstanding fees. CONTRACTORS DELINQUENT IN PAYING TRANSACTION FEES MAY BE SUBJECT TO BEING REMOVED FROM THE DEPARTMENT OF MANAGEMENT SERVICES' ENDOR LIST AS PROVIDED IN RULE 60A-1.006, F.A.C. 15. Invoicing and Payment. Invoices shall contain the Contract number, purchase order number if applicable, and the appropriate vendor identification number. The State may require any other information from the Contractor that the State deems necessary to verify any purchase order placed under the Contract. At the State's option, Contractors may be required to invoice electronically pursuant to guidelines of the Department of Management Services. Current guidelines require that Contractor supply electronic invoices in lieu of paper-based invoices for those transactions processed through the system. Electronic invoices shall be submitted to the Customer through the Ariba Supplier Network (ASN) in one of the following mechanisms— EDI 810, cXML, or web- based invoice entry within the ASN. Payment shall be made in accordance with sections 215.422 and 287.0585 of the Florida Statutes, which govern time limits for payment of invoices. Invoices that must be returned to a Contractor due to preparation errors will result in a delay in payment. Contractors may call (850) 413-7269 Monday through Friday to inquire about the status of payments by State Agencies. The Customer is responsible for all payments under the Contract. A Customer's failure to pay, or delay in payment, shall not constitute a breach of the Contract and shall not relieve the Contractor of its obligations to the Department or to other Customers. 16. Taxes. The State does not pay Federal excise or sales taxes on direct purchases of tangible personal property. The State will not pay for any personal property taxes levied on the Contractor or for any taxes levied on employees'wages. Any exceptions to this paragraph shall be explicitly noted by the Customer in the special contract conditions section of the solicitation or in the Contract or purchase order. 17. Governmental Restrictions. If the Contractor believes that any governmental restrictions have been imposed that require alteration of the material, quality, workmanship or performance of the products offered under the Contract, the Contractor shall immediately notify the Customer Page 20 of 30 State Term Contract NV. 43230000-15-O2 Licensing Solutions Providers 0fMicrosoft Software and Services in writing, indicating the specific restriction. The Customer reserves the right and the complete discretion to accept any such alteration orto cancel the Contract mtno further expense tothe Customer. 18' Lobbying and Integrity. Customers shall ensure compliance with Section 11.OU2. FQand section 218.347. F.8. The Contractor shall not, in connection with this or any other agreement with the State, directly or indirectly /1\ offer, confer, or agree to confer any pecuniary benefit on anyone as consideration for any State officer or employee's decision, opinion, recommendation, vohe, other exercise of discretion, or violation of hncnmn legal duty, or(2) offer, give, or agree to give to anyone any gratuity for the benefit of, or at the direction or request of, any State cdfioer or employee. For purposes of clause /2\. "grstuitv^ means any payment of more than nominal monetary value in the form of cash, tnave|, entertainrnent, gifts, meals, lodging, |omng. subscriptions, advances, deposits of money, services, employment, or contracts of any kind. Upon request of the Customer's Inspector General, or other authorized State official, the Contractor shall provide any type of information the Inspector General deems relevant to the Contractor's integrity or responsibility. Such information may include, but shall not be limited to, the Contractor's business or financial records, documents, or files of any type or form that refer tuur relate to the Contract. -[heContra:torshuU retain such records for the longer of(1)three years after the expiration of the Contract or(2)the period required bvthe General Records Schedules maintained bv the Florida Department of State (available at: . -[heContrao[oraQreesto reimburse the State for the reasonable costs of investigation incurred by the Inspector General or other authorized State official for investigations of the Contractor's compliance with the terms of this or any other agreement between the Contractor and the State which results inthe suspension nr debarment of the Contractor. Such costs shall include, but shall not be limited to: salaries of investigators, including overtime; travel and lodging expenses; and expert witness and documentary fees. The Contractor shall not be responsible for any costs ofinvestigations that do not result in the Contractor's suspension ordebarment. 19' Indemnification. The Contractor shall be fully liable for the actions of its agents, employees, partners, orsubcontractors and shall fully indemnify, defend, and hold harmless the State and Customers, and their officers, agents, and employees, from suits, actions, damages, and costs of every name and description, including attorneys'fees, arising from or relating to personal injury enddannagetonea| orperoona|tangib|epropedvuUegadtobeumuoedinxvho|e or in part by Contractor, its agents, employees, partners, or subcontractors, provided, however, that the Contractor shall not indemnify for that portion of any loss or damages proximately caused by the negligent act 0r omission 0f the State ormCustomer. Further, the Contractor shall fully indemnify, defend, and hold harmless the State and Customers from any suits, actions, damages, and costs of every name and description, including attorneys' fees, arising from or relating to violation or infringement ofatrademark, copyright, patent, trade secret or intellectual property right, provided, however, that the Page 21of30 State Term Contract NO. 4333O0OO-15-O2 Licensing Solutions Providers of Microsoft Software and Services foregoing obligation shall not apply[o e Customer's misuse ormodification of Contractor's products o[aCustomer's operation oruse of Contractor's products ina manner not contemplated bv the Contract or the purchase order. |f any product inthe subject ofan infringement suit orin the Contractor's opinion ia likely tmbecome the subject of such a suit, the Contractor may at its sole expense procure for the Customer the right to continue using the product ort0 modify itto become n0n-infrinAing. |f the Contractor ie not reasonably able tV modify or otherwise secure the Customer the right to continue using the product, the Contractor shall remove the product and refund the Customer the amounts paid in excess ofGreasonable rental for past use. The customer shall not be liable for any royalties. The Contractor's obligations under the preceding two paragraphs with respect to any legal action are contingent upon the State or Customer giving the Contnactor(1) written notice of any action or threatened action, (2) the opportunity to take over and settle or defend any such action ad Contractor's sole expense, and (3) assistance in defending the action ad Contractor's sole expense. The Contractor shall not be liable for any cost, expense, or compromise incurred or made by the State or Customer in any legal action without the Contractor's prior written consent, which shall not be unreasonably withheld. 20- Limitation of Liability. For all u|oirns against the Contractor under any contract or purchase order, and regardless of the basis on which the claim is made, the Contractor's liability under a contract or purchase order for direct damages shall be limited to the greater of$100,000, the dollar amount of the contract or purchase order, or two times the charges rendered bythe Contractor under the purchase order. This limitation shall not apply toclaims arising under the Indemnity paragraph contain inthis agreement. Unless otherwise specifically enumerated in the Contract or in the purchase order, no party shall be liable Yo another for special, indirect, punitive, or consequential damages, including lost data or records (unless the contract or purchase order requires the Contractor to back-up data or nauonds\. even if the party has been advised that such damages are possible. yJV party shall ba liable for lost profits, lost revenue, or lost institutional operating savings. The State and Customer may, in addition to other remedies available to them at law or equity and upon notice to the Contractor, retain such monies from amounts due Contractor as may be necessary to satisfy any claim for damages, penalties, costs and the like asserted byoragainst them. The State may set off any liability or other obligation of the Contractor or its affiliates to the State against any payments due the Contractor under any contract with the State. 21' Suspension mf Wmrk' The Customer may in its sole discretion suspend any or all activities under the Contract or purchase order, sd any time, when inthe best interests ofthe State todo no. The Customer shall provide the Contractor written notice outlining the particulars of suspension. Examples of the reason for suspension include, but are not limited to, budgetary mJnatrainta, declaration of emergency, or other such circumstances. After receiving a suspension notice, the Contractor shall comply with the notice and shall not accept any Page 22of30 State Term Contract No. 4323DOOO-1b-O2 Licensing Solutions Providers of Microsoft Software and Services purchase orders. Within ninety days, Vr any longer period agreed[obv the Contractor, the Customer shall either(1) issue anotice authorizing resumption of work, st which time activity shall resume, 0r(2)terminate the Contract or purchase order. Suspension of work shall not entitle the Contractor 10 any additional compensation. 22. Termination for Convenience. The Customer, by written notice to the Contractor, may terminate the Contract inwhole or in part when the Customer determines in its sole discretion that i1isin the 8tade'a interest[odoso. The Contractor shall not furnish any product after it receives the notice of termination, except as necessary to complete the continued portion of the Contract, ifany. The Contractor shall not be entitled 10 recover any cancellation charges orlost profits. 23. Termination for Cause. The Customer may terminate the Contract if the Contractor fails to (1) deliver the product within the time specified in the Contract or any extension. (2) maintain adequate progress, thus endangering performance of the Contract, (3) honor any term of the Contnact, or(4) abide by any statutory, maQu|atory, or licensing requirement. Rule 80A-1.008(3). F.A.C.. governs the procedure and consequences ofdefault. The Contractor shall continue work on any work not terminated. Except for defaults of subcontractors at any tier, the Contractor shall not be liable for any excess costs if the failure to perform the Contract arises from events completely beyond the control, and without the fault or negligence, of the Contractor. |f the failure to perform is caused bv the default ofm subcontractor at any tier, and if the cause of the default is completely beyond the control ofboth the Contractor and the subcontractor, and without the fault or negligence of either, the Contractor shall not be liable for any excess costs for failure to perform, unless the subcontracted products were obtainable from other sources in sufficient time for the Contractor to meet the required delivery schedule. If, after termination, it is determined that the Contractor was not in default, or that the default was excusable, the rights and obligations of the parties shall bethe same as if the termination had been issued for the convenience of the Customer. The rights and remedies of the Customer in this clause are in addition to any other rights and remedies provided by law or under the Contract. 24' Force M 'eume, Notice of Delay, and No Damages for Delay. The Contractor shall not be responsible for delay resulting from its failure to perform if neither the fault nor the negligence of the Contractor or its employees or agents contributed to the delay and the delay is due directly to acts of God, vvana, acts of public enemies, strikeg, fines, f|oVds, or other similar cause wholly beyond the Contractor's control, or for any of the foregoing that affect subcontractors or suppliers ifno alternate source of supply is available to the Contractor. |n case of any delay the Contractor believes is excusable, the Contractor shall notify the Customer in writing of the delay or potential delay and describe the cause of the delay either (1) within ten (10) days after the cause that creates or will create the delay first arose, if the Contractor could reasonably foresee that a delay could occur as a result, or/2\ if delay is not reasonably foreseeable, within five (E) days after the date the Contractor first had reason to believe that a delay could result. THE Page 23of30 State Term Contract No. 43230000-15-02 Licensing Solutions Providers of Microsoft Software and Services FOREGOING SHALL CONSTITUTE THE CONTRACTOR'S SOLE REMEDY OR EXCUSE WITH RESPECT TO DELAY. Providing notice in strict accordance with this paragraph is a condition precedent to such remedy. No claim for damages, other than for an extension of time, shall be asserted against the Customer. The Contractor shall not be entitled to an increase in the Contract price or payment of any kind from the Customer for direct, indirect, consequential, impact or other costs, expenses or damages, including but not limited to costs of acceleration or inefficiency, arising because of delay, disruption, interference, or hindrance from any cause whatsoever. If performance is suspended or delayed, in whole or in part, due to any of the causes described in this paragraph, after the causes have ceased to exist the Contractor shall perform at no increased cost, unless the Customer determines, in its sole discretion, that the delay will significantly impair the value of the Contract to the State or to Customers, in which case the Customer may (1) accept allocated performance or deliveries from the Contractor, provided that the Contractor grants preferential treatment to Customers with respect to products subjected to allocation, or(2) purchase from other sources (without recourse to and by the Contractor for the related costs and expenses)to replace all or part of the products that are the subject of the delay, which purchases may be deducted from the Contract quantity, or(3) terminate the Contract in whole or in part. 25. Changes. The Customer may unilaterally require, by written order, changes altering, adding to, or deducting from the Contract specifications, provided that such changes are within the general scope of the Contract. The Customer may make an equitable adjustment in the Contract price or delivery date if the change affects the cost or time of performance. Such equitable adjustments require the written consent of the Contractor, which shall not be unreasonably withheld. If unusual quantity requirements arise, the Customer may solicit separate bids to satisfy them. 26. Renewal. Upon mutual agreement, the Customer and the Contractor may renew the Contract, in whole or in part, for a period that may not exceed 3 years or the term of the contract, whichever period is longer. Any renewal shall specify the renewal price, as set forth in the solicitation response. The renewal must be in writing and signed by both parties, and is contingent upon satisfactory performance evaluations and subject to availability of funds. 27. Purchase Order Duration. Purchase orders issued pursuant to a state term or agency contract must be received by the Contractor no later than close of business on the last day of the contract's term to be considered timely. The Contractor is obliged to fill those orders in accordance with the contract's terms and conditions. Purchase orders received by the contractor after close of business on the last day of the state term or agency contract's term shall be considered void. Purchase orders for a one-time delivery of commodities or performance of contractual services shall be valid through the performance by the Contractor, and all terms and conditions of the Page 24 of 30 State Term Contract No. 43230000-15-O2 Licensing Solutions Providers of Microsoft Software and Services state term or agency contract shall apply to the single delivery/performance, and shall survive the termination of the Contract. Contractors are required to accept purchase orders specifying delivery schedules exceeding the contracted schedule even when such extended delivery will occur after expiration 0fthe state term or agency contract. For example, ha state term contract calls for delivery 30days after receipt of order(ARO), and an order specifies delivery will occur both in excess of3O days/\RO and after expiration of the state term contract, the Contractor will accept the order. However, if the Contractor expressly and in writing notifies the ordering office within ten (10) calendar days of receipt of the purchase order that Contractor will not accept the extended delivery terms beyond the expiration of the state term contract, then the purchase order will either be amended in writing bv the ordering entity within ten /10\ calendar days of receipt of the contractor's notice to reflect the state term contract delivery schedule, or it shall be considered withdrawn. The duration of purchase orders for recurring deliveries ofcommodities or performance of services shall not exceed the expiration of the state term or agency contract by more than twelve months. However, if an extended pricing plan offered in the state term uragency contract is selected by the ordering entity, the contract terms on pricing plans and renewals shall govern the maximum duration of purchase orders reflecting such pricing plans and nenemvo|o. Timely purchase orders shall be valid through their specified term and performance by the Contractor, and all terms and conditions ofthe state term or agency contract shall apply tothe recurring delivery/performance as provided herein, and shall survive the termination of the Contract. Ordering offices shall not renew a purchase order issued pursuant to a state term or agency contract if the underlying contract expires prior to the effective date of the renewal. 28. Advertisimg' Subject to Chapter 119, Florida Statutes, the Contractor shall not publicly disseminate any information concerning the Contract without prior written approval from the Cumtonner, inn|udinQ, but not limited to mentioning the Contract in a press release orother promotional material, identifying the Customer or the State as a reference, or otherwise linking the Contractor's name and either e description of the Contract or the name of the State orthe Customer in any rnahehe| pub|iahed, either in print or electronically, to any entity that is not a party toContract, except potential or actual authorized diedhbutona, daa|ens, nase||era, or service representative. 29' Assignment. The Contractor shall not sell, assign or transfer any Cd its rights, duties or obligations under the Contract, or under any purchase order issued pursuant to the Contract, without the prior written consent of the Customer. In the event of any assignment, the Contractor remains secondarily liable for performance of the contract, unless the Customer Page 25of30 ~ State Term Contract No. 43230ODD-15-O2 Licensing Solutions Providers of Microsoft Software and Services expressly waives such secondary liability. The Customer may assign the Contract with prior written notice to Contractor ofits intent to do so. 30' Antitrust Assignment. The Contractor and the State Cf Florida recognize that inactual economic practice, overcharges resulting from antitrust violations are in fact usually borne bv the State ofFlorida. Therefore, the contractor hereby assigns 10 the State ofFlorida any and all claims for such overcharges as to goods, materials or services purchased in connection with the Contract. 31' Dispute Resolution. Any dispute concerning performance of the Contract shall bedecided bv the Customer's designated contract manager, who shall reduce the decision to writing and serve a copy on the Contractor. The decision shall be final and conclusive unless within twenty one /21\ days from the date of receipt, the Contractor files with the Customer a petition for administrative hearing. The Customer's decision on the petition shall be final, subject tothe Contractor's right to review pursuant to Chapter 120 of the Florida Statutes. Exhaustion of administrative remedies is an absolute condition precedent to the Contractors ability to pursue any other form of dispute resolution; provided, however, that the parties may employ the alternative dispute resolution procedures outlined in Chapter 12O. Without limiting the foregoing, the exclusive venue nf any legal or equitable action that arises out of or relates to the Contract shall be the appropriate state court in Leon County, Florida; in any such action, Florida law shall apply and the parties waive any right to jury trial. 32- Employees, Subcontractors, and Agents. All Contractor employees, subcontractors, or agents performing work under the Contract shall be properly trained technicians who meet or exceed any specified training qualifications. Upon request, Contractor shall furnish @ copy of technical certification or other proof ofqualification. All employees, subcontractors, oragents performing work under the Contract must comply with all security and administrative requirements ofthe Customer and shall comply with all controlling laws and regulations relevant to the services they are providing under the Contract. The State may conduct, and the Contractor shall cooperate in, a security background check orotherwise assess any employee, subcontractor, or agent furnished by the Contractor. The State may refuse access to, orrequire replacement of, any personnel for cause, including, but not limited to, technical ortraining qualifications, quality of work, change in security status, or non-compliance with a Customer's security or other requirements. Such approval gho|| not relieve the Contractor ofits obligation to perform all work in compliance with the Contract. The State may rejectand bar from any facility for cause any ofthe Contractor's employees, subcontractors, oragents. 33- Security and Confidentiality. The Contractor shall comply fully with all security procedures of the United States, State of Florida and Customer in performance of the Contract. The Contractor shall not divulge tothird parties any confidential information obtained by the Contractor or its ggardo, dictributona, nene||era, aubcontractome, officers or employees in the Page 26of3W State Term Contract N0. 43230O00-15-O2 Licensing Solutions Providers of Microsoft Software and Services oounaa of performing Contract work, inc|uding, but not limited to, security promadunea, business operations information, or commercial proprietary information in the possession of the State or Customer. The Contractor shall not be required to keep confidential information or material that is publicly available through no fault of the Contractor, material that the Contractor developed independently without relying on the Gtate'oorCustomer's confidential information, nrmaterial that is otherwise obtainable under State law aa a public record. To insure confidentiality, the Contractor shall take appropriate steps as to its personnel, agents, and subcontractors. The warranties of this paragraph shall survive the Contract. 34. Contractor Employees, Subcontractors, and Other Agents. The Customer and the State shall take all actions necessary to ensure that Contractor's employees, subcontractors and other agents are not employees of the State of Florida. Such actions include, but are not limited to, ensuring that Contractors employees, subcontractors, and other agents receive benefits and necessary insurance (health, workers' compensations, and unemployment)from an employer other than the State ofFlorida. 35. Ummmmmnce Requirements. During the Contract term, the Contractor m1 its sole expense shall provide commercial insurance of such a type and with such terms and limits as may be reasonably associated with the Contract. Providing and maintaining adequate insurance coverage is a material obligation of the Contractor. Upon request, the Contractor shall provide certificate of insurance. The limits of coverage under each policy maintained by the Contractor shall not be interpreted as limiting the Contractor's liability and obligations under the Contract. All insurance policies shall be through insurers authorized or eligible to write policies in Florida. 36' Warranty of Authority. Each person signing the Contract warrants that he or she is duly authorized 1odoGo and to bind the respective party to the Contract. 37' Warranty mf Ability ko Perform. The Contractor warrants that, to the best of its knowledge, there is no pending or threatened action, proceeding, or investigation, or any other legal or financial oJndition, that would in any way prohibit, neetrain, or diminish the Contractor's ability to satisfy its Contract obligations. The Contractor warrants that neither it nor any affiliate is currently on the convicted vendor list maintained pursuant to section 287.133 of the Florida 8tgtu1es, or on any similar list maintained by any other state or the federal government. The Contractor shall immediately notify the Customer in writing if its ability to perform is compromised in any manner during the term of the Contract. 38- Nm1V#es. All notices required under the Contract shall be delivered by certified mail, return receipt requested, by reputable air courier service, or by personal delivery to the agency designee identified in the original solicitation, or as otherwise identified by the Customer. Notices to the Contractor shall be delivered to the person who signs the Contract. Either designated recipient may notify the other, in writing, ifsomeone else io designated toreceive notice. Page 27of30 State Term Contract No. 43230000-15-02 Licensing Solutions Providers of Microsoft Software and Services 39. Leases and Installment Purchases. Prior approval of the Chief Financial Officer(as defined in Section 17.001, F.S.) is required for State agencies to enter into or to extend any lease or installment-purchase agreement in excess of the Category Two amount established by section 287.017 of the Florida Statutes. 40. Prison Rehabilitative Industries and Diversified Enterprises, Inc. (PRIDE). Section 946.515(2), F.S. requires the following statement to be included in the solicitation: "it is expressly understood and agreed that any articles which are the subject of, or required to carry out, the Contract shall be purchased from the corporation identified under Chapter 946 of the Florida Statutes (PRIDE) in the same manner and under the same procedures set forth in section 946.515(2) and (4) of the Florida Statutes; and for purposes of the Contract the person, firm, or other business entity carrying out the provisions of the Contract shall be deemed to be substituted for the agency insofar as dealings with such corporation are concerned."Additional information about PRIDE and the products it offers is available at hftp://www.pridefl.com. 41. Products Available from the Blind or Other Handicapped. Section 413.036(3), F.S. requires the following statement to be included in the solicitation: "it is expressly understood and agreed that any articles that are the subject of, or required to carry out, this contract shall be purchased from a nonprofit agency for the Blind or for the Severely Handicapped that is qualified pursuant to Chapter 413, Florida Statutes, in the same manner and under the same procedures set forth in section 413.036(1) and (2), Florida Statutes; and for purposes of this contract the person, firm, or other business entity carrying out the provisions of this contract shall be deemed to be substituted for the State agency insofar as dealings with such qualified nonprofit agency are concerned." Additional information about the designated nonprofit agency and the products it offers is available at hftp://www.respectofflorida.org. 42. Modification of Terms. The Contract contains all the terms and conditions agreed upon by the parties, which terms and conditions shall govern all transactions between the Customer and the Contractor. The Contract may only be modified or amended upon mutual written agreement of the Customer and the Contractor. No oral agreements or representations shall be valid or binding upon the Customer or the Contractor. No alteration or modification of the Contract terms, including substitution of product, shall be valid or binding against the Customer. The Contractor may not unilaterally modify the terms of the Contract by affixing additional terms to product upon delivery (e.g., attachment or inclusion of standard preprinted forms, product literature, "shrink wrap"terms accompanying or affixed to a product, whether written or electronic) or by incorporating such terms onto the Contractor's order or fiscal forms or other documents forwarded by the Contractor for payment. The Customer's acceptance of product or processing of documentation on forms furnished by the Contractor for approval or payment shall not constitute acceptance of the proposed modification to terms and conditions. Page 28 of 30 State Term Contract No. 43230000-15-02 Licensing Solutions Providers of Microsoft Software and Services 43. Cooperative Purchasing. Pursuant to their own governing laws, and subject to the agreement of the Contractor, other entities may be permitted to make purchases at the terms and conditions contained herein. Non-Customer purchases are independent of the agreement between Customer and Contractor, and Customer shall not be a party to any transaction between the Contractor and any other purchaser. State agencies wishing to make purchases from this agreement are required to follow the provisions of s. 287.042(16)(a), F.S. This statute requires the Department of Management Services to determine that the requestor's use of the contract is cost-effective and in the best interest of the State. 44.Waiver. The delay or failure by the Customer to exercise or enforce any of its rights under this Contract shall not constitute or be deemed a waiver of the Customer's right thereafter to enforce those rights, nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right. 45. Annual Appropriations. The State's performance and obligation to pay under this contract are contingent upon an annual appropriation by the Legislature. 46. Execution in Counterparts. The Contract may be executed in counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 47. Severability. If a court deems any provision of the Contract void or unenforceable, that provision shall be enforced only to the extent that it is not in violation of law or is not otherwise unenforceable and all other provisions shall remain in full force and effect. Page 29 of 30 State Term Contract No. 43230000-15-02 Licensing Solutions Providers of Microsoft Software and Services EXHIBIT C: CONTRACT FORMS Forms included in this Contract: • Quarterly Reporting (Excel File) • Contact Information Worksheet • Ordering Instructions • Savings/ Price Reductions • Preferred Pricing Affidavit • Product Update (Excel File) Quarterly Report (Excel file) Quarterly Report Form.xlsx Contractor Information Worksheet Contractor—Informati on Worksheet.doc Ordering Instructions Ordering Instructions.doc Savings/ Price Reductions Savings-Reduction Verification.doc Preferred Pricing Affidavit Preferred Pricing Affidavit.docx Product Update It Product Update Form.xIs Page 30 of 30 FLORIDA DEPARTMENT OF MANAGEMENT SERVICES state purchasing We serve those who serve Florida Invitation to Negotiate For Licensing Solutions Providers of Microsoft Software and Services ITN No. 07-43230000-L Florida Department of Management Services ITN Issue Date: December 17, 2014 Replies Due: February 17, 2015 2:00 p.m. Eastern Time Contents 1 Introduction............................................................................................................................8 1.1 Objective...................................................................................................................... ....8 1.2 Term..................................................................................................................................8 1.3 Single Award.....................................................................................................................8 1.4 Definitions.........................................................................................................................9 1.4.1 Catalog.........................................................................................................................9 1.4.2 Contract........................................................................................................................9 1.4.3 Contract Administrator..................................................................................................9 1.4.4 Contractor(s).................................................................................................................9 1.4.5 Customer......................................................................................................................9 1.4.6 Eligible User..................................................................................................................9 1.4.7 Enrollment for Education Solutions(EES).....................................................................9 1.4.8 Enterprise.....................................................................................................................9 1.4.9 Estimated Reference Price(ERP)................................................................................10 1.4.10 Error Corrections..........................................................................................................10 1.4.11 Florida Price.................................................................................................................10 1.4.121-icensed Software........................................................................................ ..............10 1.4.131-icensee......................................................................................................................10 1.4.141-icensing Solutions Provider(LSP)..............................................................................10 1.4.15Master Business Agreement(MBA).............................................................................11 1.4.16Microsoft Cloud Solutions............................................................................................11 1.4.17Microsoft Core Competencies......................................................................................11 1.4.18Microsoft Enterprise Agreement(EA)...........................................................................11 1.4.19Microsoft Enterprise License........................................................................................11 1.4.200ther Eligible User(OEU)............................................................................................11 1.4.21 Software licenses, maintenance and services..............................................................11 1.4.22 Respondent.................................................................................................................11 1.4.23Responsible Vendor.....................................................................................................11 1.4.24Responsive Vendor......................................................................................................11 1.4.25Select Plus Agreement.................................................................................................12 Licensing Solutions Providers of Microsoft Software and Services ITN No. 07-43230000-L Page 2 of 74 1.4.26 S oftwa re.......................................................................................................................12 1.4.27Software Assurance(SA).............................................................................................12 1.4.28 State............................................................................................................................12 1.4.29State Purchasing..........................................................................................................12 1.4.30Value-added Services..................................................................................................12 1.4.31 Vendor(s).....................................................................................................................12 1.5 Commodity Codes............................................................................................................12 1.6 Special Accommodations.................................................................................................13 1.7 Procurement Officer.........................................................................................................13 1.7.1 The Procurement Officer for this solicitation is:............................................................13 1.8 Submitting Questions.......................................................................................................13 1.9 Limit on Contact Reminder...............................................................................................13 1.10 Supporting Documentation...............................................................................................14 1.11 Must,Shall and Will..........................................................................................................14 2 The Solicitation.....................................................................................................................15 2.1 Governance......................................................................................................................15 2.1.1 The Solicitation Statuses..............................................................................................15 2.1.2 Solicitation in Preview Status.......................................................................................15 2.1 3 Solicitation in Open Status...........................................................................................15 2.1.4 Phases of the ITN Process........ ..................... ..................... .....................................15 2.2 Timeline of Events............................................................................................................16 2.3 Public Meetings During the Solicitation.............................................................................17 2.4 Question Submission Period............................................................................................18 2.5 Question and Answer(Q&A)Addendum..........................................................................18 2.6 Additional Addenda..........................................................................................................18 2.7 Contract Formation...........................................................................................................18 2.8 Reply Contents.................................................................................................................19 2.9 Documentation.................................................................................................................19 2.10 Replacement or Withdrawal of Reply to a Solicitation.......................................................19 2.11 Diversity............................................................................................................. .............19 3 General(PUR 1001)and Special Instructions to Respondents.............................................20 Licensing Solutions Providers of Microsoft Software and Services ITN No. 07-43230000-L Page 3 of 74 3.1 General(PUR 1001) Instructions......................................................................................20 3.2 Special Instructions..........................................................................................................20 3.2.1 MFMP Registration...........................................................—........................................20 3.2.2 Sourcing Tips and Training........................................................................... ..............21 3.2.3 Training........................................................................................................................22 3.3 Who May Respond...........................................................................................................23 3.4 How to Submit a Reply.....................................................................................................23 3.5 Additional Information.......................................................................................................23 3.6 Alternate Reply.................................................................................................................23 4 Vendor Submission..........................................................................................................24 4.1 Qualification Questions.....................................................................................................24 4.2 Vendor Price Sheets........................................................................................................25 4.3 Documentation.................................................................................................................25 4.3.1 Reply Format...............................................................................................................26 4.4 Contents of Reply.............................................................................................................26 4.4.1 Technical Information...................................................................................................27 4.4.2 Other Required Documentation....................................................................................35 4.5 Vendor Reply Upload.......................................................................................................36 4.5.1 Upload Tab 1,Company Information reply...................................................................36 4.5.2 Upload Tab 2, Experience and Ability reply..................................................................36 4.5.3 Upload Tab 2, Experience and Ability reply..................................................................36 4.5.4 Upload Tab 3, References/Past Performance reply.....................................................36 4.5.5 Upload Tab 4, Disputes reply.......................................................................................36 4.5.6 Upload Tab 5, Financial reply.......................................................................................36 4.5.7 Upload Tab 5, Financial reply,Other Forms.................................................................36 4.5.8 Upload Tab 5,Financial,Other Required Documents..................................................37 4.5.9 Upload Additional Information......................................................................................37 4.6 Redacted Submissions.....................................................................................................37 4.6.1 Redacted Copies.........................................................................................................38 4.7 informational Forms.........................................................................................................38 4.7.1 Vendor Checklist..........................................................................................................38 Licensing Solutions Providers of Microsoft Software and Services ITN No. 07-43230000-L Page 4 of 74 4.7.2 Quarterly Reporting Form............................................................................................38 4.7.3 Product Update Form...................................................................................................38 4.7.4 Sample Contract..........................................................................................................38 4.7.5 Timeline of Events.......................................................................................................38 5 Selection Methodology.....................................................................................................40 5.1 Expertise..........................................................................................................................40 5.2 Capacity...........................................................................................................................40 5.3 Past Performance.............................................................................................................40 5.4 Value-added Services......................................................................................................40 5.5 Negotiation Phase............................................................................................................40 5.6 Evaluation Criteria Scoring...............................................................................................41 5.7 Basis of Award.................................................................................................................42 5.8 Reply Disqualification.......................................................................................................43 5.9 Identical Evaluations of Replies........................................................................................43 6 General(PUR 1000)and Special Contract Terms and Conditions...................................44 6.1 PUR1000..........................................................................................................................44 6.2 Special Contract Conditions.............................................................................................44 6.2.1 Electronic Invoice.........................................................................................................44 6.2.2 Catalog Specifications(Services included,if applicable)..............................................45 6.2.3 Purchasing Card Program............................................................................................45 6.2.4 Compliance with Laws.................................................................................................45 6.2.5 Liability and Worker's Compensation Insurance...........................................................45 6.2.6 Detail of Bills................................................................................................................46 6.2.7 Bills for Travel..............................................................................................................46 6.2.8 Public Records.............................................................................................................46 6.2.9 Intellectual Property.....................................................................................................47 6.10 Preferred Price Affidavit Requirement..........................................................................47 6.11 Employment Verification(E-Verify)...............................................................................47 6.12 Scrutinized Company List............................................................................................47 6.13 Commitment to Diversity in Government Contracting...................................................48 6.14 Business Review Meetings..........................................................................................48 Licensing Solutions Providers of Microsoft Software and Services ITN No. 07-43230000-L Page 5 of 74 6.15 Ethical Business Practices...........................................................................................48 6.16 Product Variations/Custom Orders...............................................................................48 6.17 Delays and Complaints................................................................................................49 6.18 Sales and Use Tax.......................................................................................................49 6.19 Insurance, Loss Deductible..........................................................................................49 6.20 Performance and Payment Bonds...............................................................................49 6.21 Warranty......................................................................................................................49 6.22 Contract Revisions.......................................................................................................50 6.23 Third Party Audits and Reporting Requirements..........................................................50 6.24 Financial Consequences..............................................................................................51 7 Statement of Work............................................................................................................52 7.1 Current Microsoft Agreements..........................................................................................52 7.2 In Scope...........................................................................................................................52 7.3 Out of Scope....................................................................................................................53 7.4 Frequently Purchased Software.......................................................................................53 7.5 LSP Competencies...........................................................................................................54 7.6 LSP Responsibilities......................................................................................................_...55 7.6.1 Microsoft Licenses and Support Services.....................................................................55 7.6.2 License Management...................................................................................................55 7.6.3 Customer Service... ....................................................................................................55 7.6.4 Training and Instruction......:.........................................................................................56 7.7 Contractor Deliverables and Responsibilities....................................................................56 7.7.1 Quotes...... ............ .....................................................................................................57 7.7.2 Product Delivery Schedule...........................................................................................57 7.7.3 Freight On Board(F.O.B.)Destination.......................................................................-58 7.7.4 Transaction Fee Report...............................................................................................58 7.8 Product Specifications......................................................................................................58 7.8.1 Product Acceptance.....................................................................................................58 7.9 Technology Upgrades and Additions................................................................................60 7.10 Software Requirements....................................................................................................60 7.10A Version........................................................................................................................60 Licensing Solutions Providers of Microsoft Software and Services ITN No. 07-43230000-L Page 6 of 74 7.10.2Software License .........................................................................................................60 7.11 Software Support..............................................................................................................64 7.11.1 Standard Support.........................................................................................................65 7.11.2Optional Support..........................................................................................................65 7.11.3Software Training.........................................................................................................65 7.11.4Value-added Services..................................................................................................66 7.12 License Management.......................................................................................................66 7.13 Pricing and Minimum Orders............................................................................................66 7.13.1 Microsoft's Florida ERP Price List................................................................................66 7.13.2 Pricing..........................................................................................................................67 7.13.3Discount Rate ..............................................................................................................67 7.13AMinimum Orders ..........................................................................................................68 7.14 Promotional Pricing ..........................................................................................................68 7.15 Price Adjustments ............................................................................................................68 7.16 New Product Additions.....................................................................................................69 7.17 Product Deletions/Modifications .......................................................................................69 7.18 Reporting .........................................................................................................................70 7.19 Ordering Instructions........................................................................................................71 7.20 Financial and Other Consequences .................................................................................72 7.20.1 Service Level Agreement (SLA) Performance..............................................................72 7.20.21 ncorrect Price Quotes .................................................................................................72 7.20.3 Third Party Audit.........................................................................................................72 7.21 Subcontractors.................................................................................................................72 8 Addenda ...............................................................................................................................74 Licensing Solutions Providers of Microsoft Software and Services ITN No. 07-43230000-L Page 7 of 74 1 Introduction ' n0�PQ��^\on The State ofFlorida ("State"), Department Vf Management Services (E)PN8or^Department"). invites interested vendors to submit replies to this Invitation to Negotiate (ITN) in accordance with these solicitation documents for the purchase and delivery of Microsoft software licenses, maintenance and services. -[hepurpoueofthe solicitation istV establish u three year State Term Contract (ST[|). for use bv all State of Florida agencies and Other Eligible Users ([)EUs) with potential options for renewals an mUVxved by Chapter 287. Florida Statutes. Subsection 287.012(28). Horida Statutes, defines SlFC as"indefinite quantity contracts competitively procured by the Department pursuant to section 287.057, Florida Statutes, available for use by Eligible Users." Information regarding the desired Microsoft sofhxa|na, nnaintenanue, and services can be found in section 5. Selection Methodology, ofthis solicitation document and in section 7. Statement of Work /S{]VV\. This solicitation will be administered using the Department's e-aouroinQtool, K8yHoridayNad«etP|mue (K4FK8P). Information about submitting m reply can be found in section 3. General and Special Instructions and section 4, Vendor Submission, of this solicitation. Vendors interested in submitting a reply to this solicitation must substantially comply with all of the terms and conditions described within. 1 .1 Objective The goal is to obtain the most cost effective Microsoft software |iuenmem, maintenance and services for the State ofFlorida. Responsible Vendors must have the capability to provide the Microsoft software licenses, maintenance and services in all respects in accordance with the solicitation documents and to the satisfaction Of the Department. The current Microsoft GTC (252-OO1-OS-1) has un average annual volume of$47 million dollars for software licenses, maintenance and services provided bvaMicrosoft approved Licensing Solutions Provider (LSP). Sales volume is for informational purposes only and should not be construed as representing actual, guaranteed, or minimum purchase under any new STC. 1 .2 7-e[MM The initial term of the contract will be three years with up to three renewal years. The contract may be renewed for a period that will not exceed the initial contract term, at the renewal pricing or discount rate specified in the contract. The contract term is expected to begin on or about June 1. 2O15. 1 .3 Single Award The Department intends tomake a statewide award to one Licensing Solutions Pnovider (L8P). However, the Department reserves the right to award to one or multiple Responsive and Responsible Vendors, as described in section 5, or to make no award, as determined to be in the best interests of the State. Licensing Solutions Providers of Microsoft Software and Services ITN No. O7-4323OOOO-[ Page 8of74 1 .4 Definitions |n addition to the definitions inthe PUR1OOO and 1OO1. the definitions listed below apply[o this solicitation. In case of conflict between the definitions listed in the PUR documents and the definitions listed below, the definitions listed below will take precedence. 1.4.1 Catalog /\ Department approved list of software |ivansee, maintenance and services or description of services within the scope of the ITN arranged systematically with corresponding Florida Prices. 1.4.2 Contract The agreement that results from this competitive procurement, if any, between the Department and the Responsive and Responsible Vendor(o)who provides the best value to the State ofFlorida. (This definition replaces the definition in the PUR 1000.) 1.4.3 Contract Administrator The OK8S Contract Administrator. 1.4.4 Contractor(s) The responsive and responsible vgndor(s) awarded m Contract pursuant bzthis solicitation. 1.4.5 CUGtn[Oe[ Any Eligible User ao defined inthis solicitation. 1.4.6 Eligible User Ao defined in subsection 287.012(11), Florida Statutes and Rule 6OA-1.005` Florida Administrative Code 1.4.7 Enrollment for Education Solutions /EES\ The Microsoft Volume Licensing Enrollment for Education Solutions (EES) offering, formerly known as the Microsoft Campus Agreement, provides qualified academic :usjornena, of all aizea, o simplified way to acquire Microsoft software and services under a single subscription agreement. The Enrollment for Education Solutions agreement provides assured coverage for desktop platform software licenses, maintenance and services through one annual count ofFull-time Equixa|ent (FTE) employees, the ability to add additional software licenses, maintenance and services ma needed, student licensing options, and Software Assurance. 1.4.8 Enterprise The total business operations in the United States of Eligible User(s)without regard to geographic location where such operations are performed or the entity that is actually performing such operations on behalf of Eligible Users. Licensing Solutions Providers of Microsoft Software and Services ITN No. O7-4323OOOU-L Page 9 of74 1.4.9 Estimated Reference Price (ERP) The price set by Microsoft for Florida Level D (GovemmenM and Florida Level A (Academic). Should Florida's licensing purchases move the state into a different level or different discount rate (based on State of Florida purchases) as defined by Microsoft, the ERP and Florida price isto reflect that change. 1.4.10 Error Corrections Machine executable software code furnished by the software publisher, which corrects the software aoae10 conform[othe applicable warranties, performance standards and/or obligations of the software publisher. 1.4.11 Florida Price The ceiling prime listed on the Vendor Phma Sheet, which is calculated per this solicitation and resulting Contract that can be paid by Customers for Microsoft software licenses, maintenance, and services. 1.4.12 Licensed Software Software transferred upon the terms and conditions set forth in the Contract. "Licensed Software" includes error corrections, upgrades, enhancements or new releases, and any deliverables due under a maintenance or service contract (e.g., patches, fixes, program temporary fix (P-[F). programs, code ordata conversion, or custom pnogrmrnnning\. 1.4.13 Licensee One or more Eligible Users who acquire licensed software from Contractor by issuing a Purchase Order in accordance with the terms and conditions of the Contnact� . provided that, for purposes of compliance with an individual license, the term "Licensee" is to be deemed to refer separately to the individual Eligible User who took receipt of and who is executing the software licenses, maintenance and services, and who iotube solely responsible for performance and liabilities incurred. |n the case of acquisitions bx State Agencies, the Licensee istobe the State ofFlorida. 1.4.14 Licensing Solutions Provider (LSP) Approved by Microsoft to provide licensing expertise to enable cost-effective solutions for applicable devices using both on-premises and cloud based software licenses, maintenance and services. For this solicitation, the LSP model will follow the indirect pricing and billing model such that Microsoft provides pricing 10 the [SP and the L8P sets the customer purchase price. The customer places orders and remits payment to iheL8P. |n addition to qualifying mom Microsoft LGP. L8Pahave a1 least five years' experience providing the software licenses, maintenance and services described in this solicitation to other government entities similar in size and buying power to Florida from October 1. 2OO9to the present. Licensing Solutions Providers of Microsoft Software and Services ITN No. O7-4323OOOD-L Page 10of 74 1.4.15 Master Business Agreement (MBA) The overarching agreement that is established by Microsoft with the State of Florida under which all Microsoft licensing agreements are established. 1.4.16 Microsoft Cloud Solutions Software and platforms that are sold "as a service" and are accessed remotely through the internet. Examples of Microsoft cloud solutions include, but are not limited to, Office 365, Azure, Microsoft Dynamics, Windows Intune, and Microsoft Cloud OS. 1.4.17 Microsoft Core Competencies Competency standards Microsoft uses to rate the capability, expertise and commitment of entities, including LSPs. Microsoft Silver competencies represent consistent capability, expertise and commitment while Gold competencies demonstrate best-in-class capability within a specific Microsoft solution area. 1 .4.18 Microsoft Enterprise Agreement (EA) Allows government organizations with more than 250 personal computers, devices and/or users to license Microsoft software and cloud services over a three-year period at the best available pricing. 1.4.19 Microsoft Enterprise License A license grant of unlimited rights to deploy, access, use, and execute Software licenses, maintenance and services anywhere within the Enterprise up to the maximum capacity stated on the Purchase Order or in the Contract. 1.4.20 Other Eligible User (OEU) Eligible Users who are not state agencies. 1.4.21 Software licenses, maintenance and services A deliverable under any solicitation or contract, which may include commodities, services, and/or technology. The term "Software licenses, maintenance and services" includes Licensed Software. 1.4.22 Respondent A vendor/company that submits a reply to this solicitation. 1.4.23 Responsible Vendor As defined in subsection 287.012(25), Florida Statute. A vendor who has the capability, in all respects, to fully perform the Contract requirements and the integrity and reliability that will assure good faith performance. 1.4.24 Responsive Vendor As defined in subsection 287.012(27), Florida Statute. A vendor that has submitted a reply that conforms in all material respects to the solicitation. Licensing Solutions Providers of Microsoft Software and Services ITN No. 07-43230000-L Page 11 of 74 1.4.25 Select Plus Agreement A single, organization-wide agreement for volume licensing that supports both centralized and decentralized purchasing of Licensed Software on an as-needed basis. 1.4.26 Software A generic term for organized collections of computer data and instructions, often broken into two major categories: system software that provides the basic non-task- specific functions of the computer, and application software, which is used by users to accomplish specific tasks. 1.4.27 Software Assurance (SA) The provision of 247 support, deployment planning services, end-user and technical training, and the latest software releases. Software Assurance must be made available to Customers by the Contractor; however, the purchase of SA is an option. 1.4.28 State The State of Florida. 1.4.29 State Purchasing The division within the Department responsible for administration of this solicitation and will be responsible for day-to-day administration of the Contract. 1.4.30 Value-added Services Non-core services offered to enhance a vendor's proposed offer. These services are to provide direct enhancement to Microsoft software licenses, maintenance and services and may or may not include a charge. 1.4.31 Vendor(s) The entity or entities capable, authorized to provide, and in the business of providing a commodity or contractual service as described within this solicitation. 1 .5 Commodity Codes Applicable commodity codes for this solicitation are as follows: UNSPSC Codes: • 43230000 Software • 43231500 Business function specific software 0 43231507 Project management software • 43231513 Office suite software • 43232300 Data management and query software • 43232400 Development software Licensing Solutions Providers of Microsoft Software and Services ITN No. 07-43230000-L Page 12 of 74 • 43232500 Educational or reference software • 43232700 Network application software 0 43232701 Application server software • 43232705 Internet browser software • 43232800 Network management software • 43232900 Networking software • 43233004 Operating system software • 43233400 Utility and device driver software 1 .6 Special Accommodations Any person requiring a special accommodation due to a disability should contact the Department's Americans with Disabilities Act (ADA) Coordinator, at(850) 922-7535. Requests for accommodation for meetings must be made at least five workdays prior to the meeting. A person who is hearing or speech impaired can contact the ADA Coordinator by using the Florida Relay Service at (800) 955-8771 (TDD). 1 .7 Procurement Officer The person named below is the Procurement Officer issuing the above listed solicitation. The Procurement Officer is the sole point of contact for information regarding this solicitation from the date of release of the solicitation until the contract award is made and announced in the Vendor Bid System (VBS). 1.7.1 The Procurement Officer for this solicitation is: Mina Barekat Associate Category Manager Division of State Purchasing Florida Department of Management Services 4050 Esplanade Way, Suite 360, Tallahassee, FL 32399-0950 Phone:850-488-1985 Email: Mina.Barekata-dms.mvflorida.com 1.8 Submitting Questions All questions regarding the content of this solicitation must be submitted in accordance with section 5 of the PUR 1001 form, which is incorporated into this solicitation by reference in section 3 of the solicitation. Instructions for submitting questions can be found in section 2.4 of this solicitation. 1.9 Limit on Contact Reminder As a reminder, section 21 of the PUR 1001 form is incorporated into this solicitation by reference in section 3 of the solicitation, please note: Licensing Solutions Providers of Microsoft Software and Services ITN No. 07-43230000-L Page 13 of 74 "Respondents to this solicitation or persons acting on their behalf may not contact, between the release of the solicitation and the end of the 72-hour period following the agency posting the notice of intended award, excluding Saturdays, Sundays, and state holidays, any employee or officer of the executive or legislative branch concerning any aspect of this solicitation, except in writing to the procurement officer or as provided in the solicitation documents. Violation of this provision may be grounds for rejecting a reply." 1 .10 Supporting Documentation All supporting documentation is to be included as part of the Respondent's reply. Failure to provide all supporting documentation may result in the rejection of the reply. 1 .11 Must, Shall and Will Although this ITN uses terms such as"must", "shall", and "will" and defines certain items as requirements, the Department reserves the right, in its discretion, to waive any minor irregularity, technicality, or omission if the Department determines that it is in the best interest of the State to do so. However, failure to provide requested information may result in the rejection of a reply. There is no guarantee that the Department will waive an omission or deviation, or that any Vendor with a reply containing a deviation or omission will advance to the negotiation stage of this procurement. The Department may reject any reply not submitted in the manner specified by this solicitation. THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK Licensing Solutions Providers of Microsoft Software and Services ITN No. 07-43230000-L Page 14 of 74 J The Solicitation 2.1 Governance The solicitation is governed bv Chapter 287. Florida Statutes, and Rule 60.A-1. F|Vhda Administrative Code. The Department posts solicitations on the Vendor Bid System (VB8) {o initiate the process. Replies to the solicitation from the Responsive and Responsible vendors will be evaluated against the Selection Methodology found in section 5. The solicitation has the following statuses and phases: 2.1.1 The Solicitation Statuses A solicitation formally begins when the Department posts m Notice of Solicitation in the VBS. TheVBG is the State of Florida's system of record, and all competitive solicitations are posted there. Generally, the Notice of Solicitation posted in VBS consists of the solicitation number and name, as well as instructions for responding to the solicitation. Solicitations conducted inK8FW1P can exist in two statuses: w preview * [)pen 2.1.2 Solicitation in Preview Status An ITN published in K8FK8P is initially in Preview Status. When gso|iuibstion is in Preview Status, potential Respondents and the general public can view and download all the information related to a particular solicitation. Vendors who are registered with MFMP are able to submit questions using MFMP's Messaging tab. The Department will answer all questions submitted through the MFMP Messaging system in a formal Question and Answer Addendum as described in subsection 2.5. A solicitation remains in Preview Status until the Question and Answer Addendum is issued. 2.1.3 Solicitation in Open Status Once the Question and Answer Addendum is issued, a solicitation enters Open Status. When a solicitation is in [)pen SKatuo, all vendors who are registered with K8FMp may submit replies until the Reply Due Dote listed in the Timeline of Events, subsection 2.2. 2.1.4 Phases of the ITN Process The ITN process ie divided into two phases. The Evaluation Phase involves the Department's initial evaluation of replies. During the Evaluation Phase, all responsive replies will be evaluated against the evaluation criteria set forth in this |l[N to establish a competitive range of replies reasonably susceptible of award. The Department will Licensing Solutions Providers of Microsoft Software and Services ITN No. O7-4323DOOO-L Page 16of74 then select one or more Respondents within the competitive range with which to commence negotiations. The Negotiation Phase involves negotiations with the selected Respondent(s). During the Negotiation Phase, the Department may request revised replies and/or best and final offers based on the negotiations. Following negotiations, the Department will post a notice of intended contract award, identifying the Responsive and Responsible Respondent(s)that provides the best value to the state. 2.2 Timeline of Events Respondents should become familiar with the Timeline of Events. A copy of the Timeline of Events is available for download in subsection 4.7.5. The dates and times within the Timeline of Events may be subject to change. All changes to the Timeline of Events will be through an Addendum to the solicitation posted to the VBS and added to the solicitation in MFMP. It is the responsibility of the Respondent to check for any changes in both locations. Event Time Date Solicitations Notification posted in the VBS 12/17/2014 Solicitation Opens in MFMP in Preview Mode Public Meeting: Pre-Reply Conference and MFMP Training Non-Mandatory for Respondents 2:00 p.m. 01/09/2015 Betty Easley Conference Center 4050 Esplanade Way, room 101 Tallahassee, FL 32399 Last day to register as a new MFMP vendor and join the event before question submission 2:00 p.m. 01/16/2015 deadline. Question Submission Deadline 2:00 p.m. 01/20/2015 Anticipated Date of Questions and Answers 02/03/2015 Addendum Respondents May Begin Submitting Replies 2:00 p.m. 02/03/2015 Last day to register as a new MFMP vendor and 2:00 p.m. 02/20/2015 join the event before replies are due. Licensing Solutions Providers of Microsoft Software and Services ITN No. 07-43230000-L Page 16 of 74 Time Date" Replies Due in MFMP Sourcing 2:00 p.m. 02/24/2015 Public Meeting: Reply Opening Non-Mandatory for Respondents 2:01 p.m. 02/24/2015 4050 Esplanade Way, room 335K Tallahassee, FL 32399 Public Meeting: Evaluation Team Recommendation to Stage 2, Negotiations Non-Mandatory for Respondents 2:30 p.m. 03/11/2015 4050 Esplanade Way, room 101 Tallahassee, FL 32399 Anticipated posting of negotiation vendors 03/25/2015 Negotiation Sessions 04/01/2015—04/17/2015 Public Meeting: Negotiation Team Recommendation to Award Non-Mandatory for Respondents 2:00 p.m. 04/29/2015 4050 Esplanade Way, room 101 Tallahassee, FL 32399 Anticipated date to post Notice of Intent to Award. On or about 05/13/2015 Anticipated Contract Start Date On or about 06/01/2015 All Events following the Reply Opening are anticipated and subject to change in time, date, and location. Activities during the Evaluation Phase may alter the Timeline of Events. The Department will update the Timeline of Events in an Addendum if any changes occur. 2.3 Public Meetings During the Solicitation The Department may conduct Public Meetings. Members of the general public, current vendors, potential vendors, and interested persons are invited to attend any Public Meeting. Anyone attending these meetings is requested, but not obligated, to register their attendance in a means provided by the Department at the time and location of the meeting. Each public meeting will be held according to the Timeline of Events, subsection 2.2. Licensing Solutions Providers of Microsoft Software and Services ITN No. 07-43230000-L Page 17 of 74 2.4 Question SQb00^ss'gO Period The Department invites interested and registered vendors tosubmit questions regarding the solicitation through the K8FyNP ^K8eaaaging"tab (referred to aa the"Q&A Board" inPUR1OO1) during the defined Question Submission Period. The Question Submission Period begins in K8FKAP when the Department publishes a solicitation and closes according tu the Timeline of Events, subsection 2.2of this solicitation. The purpose of this Question Submission Period is to assist the Department in "...assuring the vendor's full understanding Ofthe solicitation requirements" |n accordance with subsection 287.057(2). Florida Sta1uteo, by providing registered vendors with written binding answers to questions about the solicitation. In order to submit a question, vendors must be registered in MFMP and able to access the 'KXeaoageo' tobin the solicitation dashboard per the PUR1OO1 Form incorporated into this solicitation by reference |n section 3of the solicitation. Questions must bosubmitted via the Q&A Board within MFK8P and must be received no later than the time and date reflected on the Timeline. Questions are to be answered in accordance with the Timeline. All questions submitted is to be published and answered in a manner that all respondents will be able to view. Respondents are not to contact any other employee of the Buyer or the State for information with respect to this solicitation. Each respondent is responsible for monitoring the MFMP site for new or changing information. The Department shall not be bound by any verbal information or by any written information that is not contained within the solicitation documents or formally noticed and issued by the Department's contracting personnel. 2.5 Question and Answer /Q&J\\ Addendum The Department will issue an addendum containing the questions submitted by registered vendors and the written binding answers of the Department. This addendum will be issued according tm the Timeline of Events, subsection 2.2. 2.6 Additional Addenda The Department reserves the right to modify this solicitation by issuing additional addenda. Addenda may modify any aspect of this solicitation. Any addenda issued will be posted on the VB8 and within MFK8P. It is the vendor's responsibility to check for any changes to a solicitation prior to submitting oreply. 2.7 Contract Formation The Department intends to enter into a Contract with the awarded vendor(s) pursuant to the Selection Methodology in section 5. The Contract will be composed of the following: * Contract Cover Sheet Licensing Solutions Providers of Microsoft Software and Services ITN No. O7-4323OOOO-[ Page 10of74 • Special Contract Terms and Conditions • General Contract Conditions • Statement of Work (SOW) • Vendor Price Sheets • Contract Forms • Other Documentation (as required) A vendor's reply to this solicitation is its agreement to and waiver of any objections, not already waived by lack of timely proper petition under paragraph 120.57(3)(b), Florida Statutes, regarding the General and Special Contract Terms and Conditions and to the SOW. 2.8 Reply Contents The Respondent reply is to be organized as directed in subsection 4.4 of this solicitation. Respondents are to complete each section entirely or the Respondent may be deemed nonresponsive. 2.9 Documentation All documentation supplied by a vendor as part of its sealed reply to this solicitation becomes the exclusive property of the Department upon the Reply Opening listed in the Timeline of Events, subsection 2.2. 2.10 Replacement or Withdrawal of Reply to a Solicitation A vendor may replace or withdraw a submitted reply to a solicitation at any time prior to the Reply Opening listed in the Timeline of Events, subsection 2.2. See subsection 3.2 for instructions regarding entering and revising replies in MFMP. 2.11 Diversity The Department is dedicated to fostering the continued development and economic growth of small, minority-, veteran-, and women-owned businesses. Participation of a diverse group of Respondents doing business with the State is central to the Department's effort. To this end, small, minority-, veteran-, and women-owned business enterprises are encouraged to participate in the State's procurement process as both awarded (prime) Respondents and subcontractors under prime contracts. Companies that desire to be certified as a small, minority-, veteran-, or women-owned business can request certification information from the Department's Office of Supplier Diversity, which can be reached by clicking here. THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK Licensing Solutions Providers of Microsoft Software and Services ITN No. 07-43230000-L Page 19 of 74 � General � ��Special ��mr�' �� Respondents ^, ��^.��u \u ��" ^ / ww / y ��k�`u ��|��n Instructions "= This section contains the general instructions, special inatructiVna, and helpful information for Respondents. 3.1 General /P| UR1M[\1\ Instructions General Instructions to Respondents (PUR 1001) is incorporated into this solicitation by reference and may be downloaded and viewed by clicking on the link here: 3_2 Special AMsfrU't'C>ns This section contains special instructions regarding MFMP vendor registration, sourcing tips and training information, as well as, information regarding who may respond and how to submit a reply. 3.2.1 MFK8P Registration |n order to submit a question or reply, vendors must have a current vendor registration and be listed as 'active'for"Sourcing Events"within the MFMP Vendor Information Portal (V|P). The VIP can be accessed via this link: . The K8FK8P may be accessed using the following link: Registered State PKFlorida Vendors: Login using your K8FK8P Vendor Information Portal usernarnemnd pomexvomd to view active solicitations. To see other solicitation inforrnetion, please goto the VBS. Click to go to VBS. Public Access: If you wish to view active solicitations click the'Public Access' button. To see other solicitation information, please goto the VBS. Click here togotoVBS. To participate ina solicitation within KAFPNP. you must be a registered KAFK8P vendor. |fyou are not currently registered with K8FK8Pyou must: 1. Create mn account through the yNFK8PVIP. 2. Within K8FK8P-V|P, indicate on the Solicitations page that you wish to participate in electronic solicitations. 3. Within K8FK8P-VIP, in the Commodity Selections gection, select the commodity codes for the goods and services that your business would like tV provide tothe State. You will not be informed of events for commodities that you do not select here. Please Note that changes made in MFMP -VIP, including new registrations, will take effect the following business day. Click here to register. Licensing Solutions Providers of Microsoft Software and Services ITN No. O7-4323OOOO-[ Page 20of74 All Vendors: Vendors must complete their registration at least 48 hours before a reply submission isdue. |n order 10 join gn event inK8F&1P and post questions related to the solicitation, Respondent must review and accept the agreement to use K8FK8p (see tips below). 3.2.2 Sourcing Tips and Training a\ After logging into K8FK8P. "My Events" lists events the Respondent already chose to "Join" (i.e., you intend to submit aformal reply). b) "Public Events" lists those events associated with the Respondent's registered commodity codes listed in their VIP accounts, but the Respondent has not yet "Joined." c) Joining an event moves the event from "Public Events"bo "My Events'^ allows the Respondent to submit questions about the event, and alerts Respondents to any associated updates (e.g.. addenda, event edits, etn.). d) Respondents must join mn event to submit replies tosolicitations. e\ Tn respond tom solicitation, respondents must review and accept the electronic agreement on the"Review and Accept Agreement" page. Click the radio button next to, ^| accept the terms mf this aQmeenment.^The Sourcing acceptance acknowledgement agreement is a general agreement that prospective Respondents accept the broad overall requirements ofthe solicitation ao being focused onthe good/service sought, and the general requirements of how the Department seeks delivery of that good/service. It is a preliminary acknowledgement that terms and conditions (T&Cs) are accepted in terms of understanding what the solicitation is calling for, and itis not a legally binding agreement that all T&Cs are accepted asis, without further question, clarification, and negotiations. MFMP will request that the Respondent acknowledge that all T&C generally described are understood, and accepted for purposes of understanding generally vvhsd is being solicited. No Respondent is bound to the l[8'C outlined inthe solicitation until the final eva|uetiona, award, and Contract occurs. f) When neopondinQ, sawexvorkfnequent|y—mt intervals less than 20 minutes. K8FK8F' automatically times out aftar2O minutes of inactivity. Any unsaved information will be lost when the system times out. Licensing Solutions Providers of Microsoft Software and Services ITN No. O7-4323OOOD-L Page 21of74 u) Clicking the^Save' button within K8FK8P only saves solicitation replies. h) To transmit replies tothe state, Respondents must click"Submit Entire Flepk/." i\ After clicking the"Submit Erdina Reply" button, Respondents are responsible to verify and validate any submitted reply inK0FK8Ptw assure their replies are accurate and complete prior tn the reply closing time. 0 Respondents should allow sufficient time, prior to the Solicitation event period closing, to address any errors and resubmit revised replies. h) To validate replies; please dV the following before the Solicitation period ends: i. Click the"Reply History" link to confirm that your''subrnitted^ reply is visible, and therefore formally submitted. ii. Confirm that a status of"Accepted" displays next hnyour submitted reply. iii. Click unthe Reference number of your submitted reply to review the submission. iv. Please check the following: Text boxes—|s your entire answer viewable? Yes/No questions—Are the displayed answers correct? Attaohnnents—VViUattaohnnentnopenandarethadooumnentsviexvab|e. complete and the correct one for that attachment request? For questions, please contact the K8FyNP Customer Service Desk a11-8MM-352-3778or ennoi| . The awarded vendor(s)will be required to pay the required transaction fees as specified in section 14 of the PUR 1000, unless an exemption has been requested and approved prior to the award 0fthe contract, pursuant to subsection 2G7.O42(h)' Florida Statutes. 3.2.3 Training K8FK8P offers a vendor training guide on the DK8Svvebait*at: upgrade. Respondents may download the pdf document for review. In addition. PNFK8P training will be offered to vendors as indicated in subsection 2.2. Timeline of Events. Licensing Solutions Providers of Microsoft Software and Services ITN No. 07-43230000-L Page 22 of74 � � VU� 0� Respond �.° ""..� ^".�V The Department will evaluate replies from Responsive and Responsible vendors that are L8Po. (as defined in this solicitation), which have been approved by Microsoft aeL8Ps and have at least five years' experience providing Microsoft software licenses, maintenance and services described in this solicitation to other government entities similar in size and buying power to Florida from October 1. 2OO9to the present. Respondents must be able to sell Enterprise Agreements (including EEG for academic) and Select Plus licensing agreements. Respondents may not satisfy either the LSP requirement or the volume requirement through association with one or more other LSPs or association with other Responsive and Responsible vendors. |n addition, tobe eligible for award, a Respondent is to demonstrate the capability to perform o statewide contract in the State of Florida, meet the criteria listed in section 4. section 7, and answer"yes" to all Qualification Questions listed in aubaection4.1 of this solicitation. 3.4 How to Submit a Reply Respondents are to submit their replies electronically via K8FyNP. The Department will only evaluate replies submitted using K8FK8P. Respondents are to answer the qualification questions listed in subsection 4.1 in order to be able to submit a reply. Replies that do not contain all of the requested information may be deemed non-responsive. Fancy bindin8o, colored d|aplaya, and promotional material are not desired. The emphasis of each reply is to be on completeness and clarity of content, prepared simply and economically, providing a straightforward, concise delineation of the respondent's capabilities to satisfy the requirements of this |TN. Respondents are responsible for submitting their replies bv the date and time specified inthe Timeline of Events located in subsection 2.2of this solicitation. The Department will not consider late replies. 3.5 Additional Information By submitting a reply, the vendor certifies that it agrees bz and satisfies all criteria specified in the solicitation. The Department may request, and a Respondent is to provide, supporting information ordocumentation. Failure tV supply supporting information or documentation aa requested may result in the vendor being determined to not be a responsive vendor and their replies not being evaluated. 3.6 Alternate Reply Respondent may only submit one reply. Within the reply the Respondent isto submit pricing and discounts oe provided in the Vendor Price Sheet. The Department seeks each RespondenfgginQ|e+beet Reply for the State of Florida aa outlined in the ITN, specifically section 4. Vendor Submission, and seotion7. Statement OfWork. Licensing Gu|uhona Providers of Microsoft Software and Services ITN No. D7-4323OOOO-[ Page 23 of74 4 Vendor Submission Section 4 of this solicitation contains the substance of the requested reply. Although vendors are to read and consider this entire solicitation, responding vendors will submit and provide documentation only as required in this section Respondents are to answer all questions and submit all documentation requested as part of this section, in accordance with the instructions presented for each subsection. 4.1 Qualification Questions Responding vendors shall submit a Yes/No Reply to the following Qualification Questions within MFMP. A responding vendor must meet the qualifications identified and certify their compliance with the requirements in the following Qualification Questions in order to be considered Responsible and Responsive for award. Vendors must answer all qualifying questions truthfully. VENDORS THAT ANSWER 'NO' TO, ANY OF THE QUALIFICATION QUESTIONS WILL BE CONSIDERED NON-RESPONSIVE AND THEIR REPLIES WILL NOT BE EVALUATED. Qualification Questions Does Respondent certify that the person submitting the reply is authorized to submit a reply on behalf of their company? Does the Respondent certify that their company is an authorized LSP for Microsoft software licenses, maintenance and services? Does the Respondent certify that it has at least five years' experience providing Microsoft software licenses, maintenance and services described in this solicitation to other government entities similar in size and buying power to Florida from October 1, 2009 to the present? Does Respondent certify that it is not a Discriminatory Vendor or Convicted Vendor as defined in sections 7 and 8 of the PUR 1001? Does Respondent certify that it is not on the Suspended Complaints to Vendor lists? Click on this link to confirm: lists Licensing Solutions Providers of Microsoft Software and Services ITN No. 07-43230000-L Page 24 of 74 Does Respondent certify that it is not on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List pursuant to section 711 1 47�, Florida Statutes? Does Respondent certify its representation that all the statements contained within section 9 of PUR 1001 (Respondents Representation and Authorization) are true as applied to Respondent? Does the Respondent certify that it will, if awarded, submit to the Department, at least annually, a completed and signed Preferred 7'7777-7 T7,57 7-1:' 777"1", Pricing Affidavit as outlined in subsection 4.4.1.5 and required by 6.10? 7 Does the Respondent certify that it has an ACTIVE registration with the Florida Department of State, Division of Corporations? 4.2 Vendor Price Sheets Pricing replies (government and academic) are to be organized as directed in in section 4.4.1.5, Vendor Price Sheet Submission. Responding vendors are to submit complete replies as specified in the"Vendor Price Sheet" or the responding vendor may be determined a non- responsive vendor and its reply may not be evaluated. Please attach the Vendor Price Sheet(s) as directed in the"Pricing Reply" link provided in subsection 4.5. In addition to providing the required Reply information within the Vendor Price Sheet, the responding vendor agrees and confirms that they have not altered the information, specifications, and contents of the Vendor Price Sheet, as created by the Department. Any alteration of the Vendor Price Sheet specifications or contents may result in the Respondent not being considered a Responsive Respondent and their replies not being evaluated. Please upload completed Vendor Price Sheet(s) as indicated in subsection 4.5 of this solicitation document. 4.3 Documentation Respondents are to upload an electronic copy of the requested documentation in the following sections. The following conditions apply to each item in this section: • In the case where the Department provides an attachment (i.e. "Download the Worksheet/Price Sheet/ Form) that is able to be electronically filled in, responding Licensing Solutions Providers of Microsoft Software and Services ITN No. 07-43230000-L Page 25 of 74 vendors are bz download the attachment, fill it out, and then attach the completed copy in the link provided in section 4.5. Vendor Reply Upload, within K8FKnP. * In the case of original or signed documentation, responding vendors may attach scanned copies of original documents. w In the case where multiple original or signed items are requested, please combine multiple scanned items into asingle P[]Fattachrnant. w K8FK8P accepts files upto2O Megabytes insize. 4.3.1 Reply Format Respondent is to provide, in subsection 4.5.3, Upload Tab 2, a reply that is specific to section 7 of this ITN. The Respondent iato respond to this section by inserting their reply immediately below the text of each numbered provision and respond to each sub- provision of sections 7.8to7.21 with one of the following: a. Agreed Where the term ioacceptable as stated. b. Modification Proposed Where Respondent is unable to accept the term aa stated but will accept e modification Vf the term. Respondent must provide: (1)the reason for its inability to accept the term as stated and (2) modified language which would be acceptable. o. Not Agreed Where the term is completely unacceptable to Respondent and no modification is possible. Respondent must state the reason such term iounacceptable. Paragraphs in section 7 identified with a reply of"Modification Proposed" or"Not Agreed" may be discussed during negotiation sessions, if the respondent is promoted during the initial evaluation period to the negotiations stage. The Department reserves the right, but does not intend, to negotiate any other section of the solicitation except for price. However, the Department reserves the right to modify, when in the best interest of the state and within the scope of the ITN, by addition or deletion, terms and conditions during the negotiation process. 4.4 Contents of Reply Respondents are to submit their reply in the following format with all information indicated in each section below. (See subsection 4.5 for upload inn1runtions.) Licensing Solutions Providers of Microsoft Software and Services ITN No. O7-4323OODU-[ Page 26of74 4.4.1 Technical Information Replies are to be organized in sections as directed below. Respondents are to complete each section entirely orthe Respondent may be deemed non-reaponsive. Submit the following sections of the Reply aemsingle attachment through the K8FK8P. The Reply is to be organized as follows: 4.4.1.1 Tab 1 Company Information Tab 1iato contain the following information: a\ Company name and addresa/esA b\ The company's principle place ofbusiness o\ An executive summary of the reply. ([Jo not include any pricing information in the executive summary.) d\ Contractor Information VVorkaheed. Attachment 1 Respondent is to submit one completed Attachment 1 with the reply. This form identifies persons responsible for answering questions about the reply and administering the Contract. TheVVVdvsheet can be downloaded mo indicated below. Respondents are to fill out the VVorhsheet and upload itet the link provided in subaection4.b. DOWNLOAD ATTACHMENT 1, THE CONTRACTOR INFORMATION WDRK8HEET e) Ordering Instructions, Attachment 2 The Respondent is to submit one completed Attachment 2 with the reply. This form identifies the contact information, phone numbers, remit to address, and any special instructions necessary for Customers to successfully place an order with Respondent. The form can be downloaded below. Respondents are to fill out Attachment 2and upload it at the link provided in subsection 4.5. DOWNLOAD ATTACHMENT 2` ORDERING INSTRUCTIONS f) Authorization to [}o Business inFlorida Vendors who wish 10 conduct business inthe State of Florida must be registered with the Florida Department of State, Division of Corporations. Licensing Solutions Providers responding to this solicitation must have an ACTIVE registration listed on the xvebmiba at . Active registration must be maintained throughout the term of the Contract. The active registration requirement includes any"doing business as" (dba)fictitious names that the Respondent intends to use in the Contract. Licensing Solutions Providers of Microsoft Software and Services ITN No. D7-4323OOOO-L Page 27of74 g) Capacity The Respondent is to describe their ability to provide Microsoft software products and associated services to all Eligible Users throughout the State of Florida. Respondents are to detail their ability to provide coverage to the various entities throughout the state in the following areas: • Sales of software licenses and maintenance • License management • Customer support • Training Capacity in all of the above areas must cover the entire state. If the Respondent is not able to provide coverage to the entire state on their own, the Respondent is to describe their plan to obtain partners to ensure that the entire state is covered so that all Eligible User can acquire the software and services they require. Scoring of Capacity is outlined in section 5.6 of the solicitation. 4.4.1.2 Tab 2 Experience and Ability to Provide Microsoft Software Tab 2 is to contain the following information: a) Brief history of the company b) Company's organizational chart Respondent is to provide information regarding their company organization as it pertains to this solicitation (i.e. Contract Manager, Contract Manager's supervisor, support staff for licensing, support staff for services, sales staff, etc.). Respondent is to include the name of the individual filling each of the top level positions and their contact information. c) Prior Work Experience Respondent is to provide information regarding prior work experience with similar contracts or services and must be able to demonstrate that they have operated as a Microsoft LSP, in a government setting, providing Microsoft software and services as defined in subsection 1.4.14 of this solicitation. d) LSP Experience The Respondent must be able to provide documentation that demonstrates Respondent has been certified by Microsoft as a LSP for a minimum of the past five years. The respondent must show that it has experience providing Microsoft software licensing, maintenance and services to government entities in size and buying power to Florida from December 1, 2009 to the present. Experience may be combined from Licensing Solutions Providers of Microsoft Software and Services ITN No. 07-43230000-L Page 28 of 74 multiple accounts within that time period. This documentation is in addition to that requested in 4.4.1.2 (f). e) Expertise Respondent's expertise is to be detailed as outlined below and will be evaluated based upon the Respondent's ability to demonstrate those abilities as shown in section 5.6, Evaluation Criteria and Scoring, in the following areas: 1. Knowledge of Microsoft Licensing and Agreements Respondents are to demonstrate a strong knowledge of Microsoft licensing processes and procedures and an ability to explain those processes and procedures in layman's terms so that all Customers will have a clear expectation and understanding. To demonstrate this ability, Respondents are to provide a sample explanation of a standard licensing agreement as part of their reply to this section. Respondent is to provide information to demonstrate their knowledge of Microsoft licensing and the associated agreements (Select Plus, EA, and EES) and their experience in managing these various types of agreements in a government and academic setting. Information may include training completed, Microsoft course certifications, contracts previously managed, documentation of licensing specialists within the Respondent's organization and any other information the Respondent deems necessary to fully demonstrate their ability to provide information to Customers regarding the various types of Microsoft licenses in a clear and concise manner. 2. Microsoft Core Competencies, Attachment 3 Respondent is to download and submit a completed Attachment 3 and provide supporting documentation as identified in section 7.5, LSP Competencies. Download Attachment 3, Microsoft Core Competency Checklist 3. Knowledge of Government and Agencies Respondent is to document their clear understanding of government purchasing processes and lead time requirements based on their prior experience with similar size government entities and detail their ability to provide Microsoft software licenses and associated services to Florida government and academic entities. Documentation is to demonstrate that Respondent is fully capable of working with all Eligible Users, which are made up of various sizes, requirements, and purchasing needs (centralized and decentralized purchasing procedures). Licensing Solutions Providers of Microsoft Software and Services ITN No. 07-43230000-L Page 29 of 74 4. License Management Respondent is to document their detailed proposed plan for managing all Microsoft software licenses sold under the Contract as described in section 7.6.2, License Management. 5. Subject Matter Experience Respondent is to provide documentation to demonstrate that they are an expert in providing Microsoft software licenses and services. Documentation may include employee certifications that demonstrate special Microsoft knowledge or skills maintained by Respondent, the number of employees within the Respondent's organization capable of meeting the Microsoft Competencies outlined in section 7.5 and the manner in which those employees will be made available to respond to various needs of the state as detailed within this ITN, awards received related to Microsoft software achievements, and any other documentation Respondent wishes to provide to demonstrate that they are the best vendor to provide Microsoft software licensing and services to the State. 6. Customer Service Respondent is to provide their definition of good customer service as it relates to a potential contract and explain their plan to provide the best possible customer service to all state agencies and OEUs, provide a plan to monitor the customer service provided to Eligible Users by Respondent's staff and sales team, and a plan for corrective measures to ensure Respondent can maintain the highest quality of customer service possible. 7. Training and Instruction Respondents are to document a training and instruction plan that clearly demonstrates the LSP's ability to provide, implement, and monitor their proposed training and instructions for each of the items listed below and detailed in section 7.6.4, Training and Instruction: a) Microsoft Certified Training for Resellers Respondent is to provide documentation to demonstrate completion of all Microsoft Certification Training (MCT). Documentation of training certification is required for this solicitation. See section 7.6.4.1 for additional information. b) Customer Training Respondent is to provide training to customers on the various Microsoft software, licenses, maintenance and services. Training may be web-based, Licensing Solutions Providers of Microsoft Software and Services ITN No. 07-43230000-L Page 30 of 74 classroom instruction, tip sheets, individualized or in any other method appropriate for Microsoft software, licenses, maintenance and services. d Staff Training Respondent ishJ provide documentation Vf the types of training d will employ to ensure that their staff are knowledgeable of Microsoft software licenses, maintenance and services and can provide information tV Eligible Users in a way that is easily understandable to assist Eligible Users in making the appropriate licensing decisions for their agency, toprovide excellent customer service, to ensure that sales to Eligible Users align with contract requirements and approved Florida Pricing, and to ensure that all staff dealing with Eligible Users have a thorough understanding of the Contract requirements (once avvopded). B. Transition Plan Respondent iotu provide m transition plan that details how the Respondent will assist customers during the transition from the incumbent under Contract 252- 001-09-1, to the axvardee under this solicitation oemnwnboandinQ process and is to provide an exit strategy from the Contractor under this solicitation t0any potential new vendor atthe end uf the contract term. Plan details are to, at a nninirnurn` include the following: w Transition of customer information from incumbent tu@vvard�� ' o Customer location and contact information o Customer licenses owned and licenses purchased o Customer Agreement expiration dates o Any particular Customer issues or concerns for which the axvardee should baaware * Agreement tracking process to assist Customers in ensuring that there are no lapses in Customer agreements with regard torenewals; � Risk mitigation processes and procedures; and * Communications plan. f) Software Publisher's Certification, Attachment 4 Respondent ieto submit one completed, signed and dated, Attachment 4. Software Publisher's Certification, to the Department electronically using KAFyNP as part 0f their Reply. The Attachment 4 form must certify that the Respondent ie directly authorized by Microsoft to provide the software licenses, maintenance and services contained in Respondent's reply. Attachment 4is tobe executed by an authorized Microsoft representative only and may not be completed by the Licensing Solutions Providers Vf Microsoft Software and Services ITN No. O7-4323ODOO-L Page 31of74 LGP. LSP agreements will not be accepted in lieu ofa Software Publisher's Certification form. Download Atteohmmenk4, Software Publisher's Certification Q) Reply to Statement of Work, sections 7.O-7.23 The Respondent iato submit their reply tm section 7as outlined insubsection 4.3.1 above. Failure toprovide all of the required documentation and corresponding information noted in Tab Two with the Reply may result in the Respondent being deemed non-responsive. 4.4.1.3 Tab References and Past Performance a\ References: Respondent is to provide a minimum of five governmental and/or academic references for Microsoft software sold in the United States in the last twenty-four months. References provided should support the Respondent's ability[omeet the needs ofEligible Users under Florida GTC. References are to include the following: the name ofthe agency, university, city, county or school board, contact information and indicate the specific software product or services and where it was purchased. Failure to supply the required documentation may result in disqualification of the reply. References are hz pertain to current and ongoing software sales orservices or those that were completed prior to October 1. 2014. References are not tobe given by: 1) Persons employed bvthe Department within the past three years. 2) Persons currently or formerly employed or supervised by the Respondent or its affiliates. 3) Board members within the Respondent's organization. 4) Relatives of any Cfthe above. Each nshemenma is to include the following information: 1\ Company name, address, name of principal contact, telephone number, Email addxaee, contract nunmber, contract term, description of contract, and contract dollar value. 2) References will be contacted by the Department and asked the questions identified in the Reference document. Licensing Solutions Providers of Microsoft Software and Services ITN No. O7-4323OOOD-L Page 32nf74 3) Respondents are to download the attached Reference form and complete the top section of the reference form. (The form may be duplicated for each reference provided. Completed forms may be combined and attached as one document.) b) Past Performance, Attachment 5 Vendor past performance will be considered as part of the evaluation process and will be assessed during the reference checks identified in subsection 4.4.1.3.a, References, and in section 5.6, Evaluation Criteria and Scoring. Past performance questions listed on Attachment 5 will enable the Department to determine the Respondent's ability to perform with regard to this solicitation. DOWNLOAD ATTACHMENT 6, REFERENCE/PAST PERFORMANCE 4.4.1.4 Tab 4 Disputes Respondents are to identify all contract disputes Respondent (including its affiliates, subcontractors, agents, etc.) has had with any customer, including Eligible Users, within the last five years related to contracts under which Respondent provided commodities or services in the continental United States on an enterprise level. The term "contract disputes" means any circumstance involving the performance or non- performance of a contractual obligation that resulted in any of the following actions: a) The institution of any judicial or quasi-judicial action against Respondent as a result of the alleged default or defect in performance; or b) The assessment of any fines or liquidated damages under such contracts. For each dispute, Respondent is to list the following information: a) Identify the contract to which the dispute related; b) Explain what the dispute related to; and c) Explain whether there was a resolution of the dispute and provide a brief summary of the resolution. Additional supporting documentation may be requested as needed. d) If the dispute is ongoing, identify the status of the dispute. e) If the dispute could in any way affect the Respondent's ability to perform on any resulting contract for this solicitation, Respondent must provide additional information regarding any potential impact as well as Respondent's mediation plan. Licensing Solutions Providers of Microsoft Software and Services ITN No. 07-43230000-L Page 33 of 74 If the Respondent has had no disputes during the timeframe identified, the Respondent is to provide a signed, notarized statement indicating that the vendor has no current disputes with any customers and the vendor has not had any contract disputes with any of its vendors in the past five years. 4.4.1.5 Tab 5 Financial and Industry Standing and Strength Each Respondent is required to provide information regarding its"Financial and Industry Standing and Strength" in order to demonstrate that it is financially stable, in good standing with creditors and Microsoft, and has the resources necessary to provide software licenses, maintenance and perform the services outlined in this ITN on a statewide basis. a) Financial Statements Respondents are to include financial statements for the last three full-calendar years, prepared in accordance with Generally Accepted Accounting Principles. (Financial documentation may be combined into one file and uploaded as one document.) i. DMS will consider the Respondent's financial viability to perform the services outlined in this ITN. ii. DMS will base the consideration of the Respondent's financial viability on the Financial Statements. DMS will find Respondent's financial viability acceptable or unacceptable based upon the financial strength of the company. iii. Financial status will not be scored. b) Vendor Price Sheet Submission, Attachment 6 Pricing information is identified in section 7.13, Pricing and Minimum Orders, of the ITN. Associated forms are listed below. Attachment 6, Vendor Price Sheet is provided for your review. Price Sheets are not to be submitted as part of the initial Reply. Price Sheets will be requested during the negotiation period. DOWNLOAD A BLANK COPY OF ATTACHMENT 6,VENDOR PRICE SHEET c) Preferred Pricing Affidavit, Attachment 7 Contractors are to submit to the Department, at least annually, a copy of the completed Attachment 7 as required in subsection 6.10, Preferred Price Affidavit Requirement, of this solicitation document. DOWNLOAD A BLANK COPY OF ATTACHMENT 7, PREFERRED PRICING AFFIDAVIT Licensing Solutions Providers of Microsoft Software and Services ITN No. 07-43230000-L Page 34 of 74 d) Savings/ Price Reductions, Attachment 8 Respondent are to submit one accurately completed Attachment 8 with their Reply containing the Microsoft software and services offered to the State of Florida and a method(s)for the Department to verify the savings information provided. Attachment 8 will not be used to determine award, only to verify the Savings/ Price Reductions being offered. Attachment 8 is to be submitted to the Department electronically using MFMP. DOWNLOAD ATTACHMENT 8,SAVINGS/PRICE REDUCTIONS 4.4.2 Other Required Documentation a) Department of State Registration Form (Statement of Good Standing) Respondent is to submit a copy of its active registration (www.sunbiz.or-q with the Department of State, which authorizes the company to do business in Florida. b) Certification Forms In the event that the Department's evaluation results in identical evaluations of replies, the Department will select a Respondent based on the criteria identified in subsections 287.187(4), 287.057(1 1), Florida Statutes and Rule 60A-1.01 1, F.A.C. Please provide the following documentation, if applicable. • Certification of Drug-Free Workplace, Attachment 9 (required for all vendors) • Certification of Minority Business (optional) • Certification of Wartime or Service Disabled Veteran (optional) DOWNLOAD A COPY OF ATTACHMENT 9, CERTIFICATION OF DRUG-FREE WORKPLACE If these do not apply to your company, please upload a document with a statement to that effect. c) Purchase Orders/ Invoices All respondents are to provide a minimum of three purchase orders or invoices with the reply package to document the sales of software similar to those listed in the Respondent's reply. Purchase orders or invoices are to indicate the date the order was received and the date the order was shipped to the Customer. Purchase orders provided should be comparable or represent a typical order that would be placed by a state agency or eligible user(i.e. city, county or school). Purchase orders may, but are not required to, match the references cited above. Licensing Solutions Providers of Microsoft Software and Services ITN No. 07-43230000-L Page 35 of 74 d) E-Verify Respondent must also provide Employment Verification (E-Verify) information per subsection 6.11 of this solicitation. The Respondent is to include a screenshot of the E-Verify company information registration page. e) Emergency Situations, Attachment 10 Respondent is to provide a completed copy of Attachment 10. DOWNLOAD A COPY OF ATTACHMENT 10, EMERGENCY SITUATIONS Scrutinized Company Certification, Attachment 11 Respondent is to provide a completed copy of Attachment 11. DOWNLOAD A COPY OF ATTACHMENT 11, SCRUTINIZED COMPANY CERTIFICATION 4.5 Vendor Reply Upload Respondent is to upload their complete reply as follows. (Be sure to include all completed forms for this section.) 4.5.1 Upload Tab 1, Company Information reply. (Company information, Attachment 1, Attachment 2, and Capacity information) 4.5.2 Upload Tab 2, Experience and Ability reply (Company History, Company Organization Chart, and Prior Work Experience, LSP Experience, Expertise, Attachment 3 and supporting documentation, Attachment 4, and MCT certifications) 4.5.3 Upload Tab 2, Experience and Ability reply (Reply to section 7 as identified in section 4.3.1, Reply Format, and subsection 4.4.1.2, Experience and Ability to Provide Microsoft Software.) 4.5.4 Upload Tab 3, References/Past Performance reply (Attachment 5) 4.5.5 Upload Tab 4, Disputes reply 4.5.6 Upload Tab 5, Financial reply (Financial Statements) 4.5.7 Upload Tab 5, Financial reply, Other Forms (Attachment 7 and Attachment 8) Licensing Solutions Providers of Microsoft Software and Services ITN No. 07-43230000-L Page 36 of 74 4.5.8 Upload Tab 5, FiO3Dcia|, Other Required Documents of Good Standing, Certifications, Attachment S. Attachment 1O. Information, Attachment 11. and Purchase Orders.\ 4.5.9 Upload Additional Information (Upload any additional information pertinent t0Respondent's submission such ao software licenses, maintenance and services literature as applicable.) 4.6 Redacted Submissions The following subsection supplements section 18of the PUF! 1OO1. |fa responding vendor considers any portion of the documents, data or records submitted in reply to this solicitation to be confidential, proprietary, trade secret ur otherwise not subject to disclosure pursuant to Chapter 119, Florida Statutes, the Florida Constitution or other authority, Respondent must mark the document as "Confidential" and simultaneously provide the Department with a separate redacted copy of its reply and briefly describe inwriting the grounds for claiming exemption from the public records law, including the specific statutory citation for such exemption. This redacted copy is to contain the Department's solicitation name, number, and the name of the responding vendor on the cover, and is to be clearly titled "Redacted Copy." The Redacted Copy should only redact those portions of material that the Respondent claims are confidential, ppophetmry, trade secret or otherwise not subject to disclosure. In the event ofm request for public records pursuant to Chapter 11S. Florida Statutes, the Florida Constitution or other authority, to which documents that are marked aa confidential are responsive, the Department will provide the Redacted Copy to the requestor. |foFaqueator asserts a right to the Confidential Information, the Department will notify the responding vendor such an assertion has been made. |tio the responding vendor's responsibility toassert that the information in question im exempt from disclosure under Chapter 11Bor other applicable law. If the Department becomes subject to a demand for discovery or disclosure of the Confidential Information of the responding vendor in a legal proceeding, the Department will give the responding vendor prompt notice of the demand prior to releasing the information (unless otherwise prohibited by applicable|am). The responding vendor iatobe responsible for defending its determination that the redacted portions of its reply are confidential, proprietary, trade secret, or otherwise not subject to disclosure. By submitting a solicitation, the responding vendor agrees to protect, defend, and indemnify the Department for any and all claims arising from or relating to the responding vendor's determination that the redacted portions Cfits s¢||db$Uon are confidenda|, ppophmtary, trade secret, or otherwise not subject todisclosure. |f the responding vendor fails to submit a redacted copy of information it claims is confidential, the Department is authorized to produce the entire documents, data, orrecords submitted to the Department in answer 1oapublic records request for these records. Licensing Solutions Providers of Microsoft Software and Services ITN No. O7-4323OOOO-L Page 37of74 4.6.1 Redacted Copies Please attach any Redacted Copies. 4.7 Informational Forms The following forms are for information purposes only and are not required to be completed and returned with the reply submission. 4.7.1 Vendor Checklist This form is a checklist to assist Respondents in ensuring that all required parts of the reply have been gathered, completed and submitted in the appropriate section of the reply. DOWNLOAD A COPY OF THE VENDOR CHECKLIST 4.7.2 Quarterly Reporting Form This form is a sample of the form that must be submitted at the end of each quarter as outlined in subsection 7.18, Reporting. DOWNLOAD A COPY OF THE QUARTERLY REPORTING FORM 4.7.3 Product Update Form This form is a sample of the form that must be submitted when reporting software licenses, maintenance and services changes as detailed in subsections 7.16, New Software licenses, maintenance and services Additions, and 7.17, Product Deletions/Modifications, of the ITN. DOWNLOAD A COPY OF THE PRODUCT UPDATE FORM 4.7.4 Sample Contract This is a sample of a potential contract document. The final contract will be provided to awarded Respondents after the notice of contract award has been posted. The Contract will become effective upon the last date signed. DOWNLOAD A COPY OF THE SAMPLE MICROSOFT CONTRACT 4.7.5 Timeline of Events The Timeline of Events, subsection 2.2, contains all of the pertinent times and dates connected with this solicitation. Respondents should become familiar with this document. The dates and times within the Timeline of Events may be subject to change. All changes to the Timeline of Events will be noticed through an Addendum to the solicitation posted to the VBS and added to the solicitation in MFMP. It is the responsibility of the Respondent to check for any changes in both locations. FOR CONVENIENCE, DOWNLOAD A COPY OF THE TIMELINE OF EVENTS Licensing Solutions Providers of Microsoft Software and Services ITN No. 07-43230000-L Page 38 of 74 4.7.6 Complete Copy of the ITN Respondents may download a copy of the complete ITN for review and reply purposes. For convenience, a PDF and Word version is provided. Download a copy of the complete ITN THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK Licensing Solutions Providers of Microsoft Software and Services ITN No. 07-43230000-L Page 39 of 74 5 Selection Methodology Each evaluator will score the Respondents in the areas of: 1) Expertise, and 2) Capacity. The Department will add these two scores along with the score for past performance,for a Final Evaluation Score. The Final Evaluation Scores for all Respondents will be used to rank the Replies (Reply with the highest score = 1, the second highest= 2, etc.). The ranking for each Reply will be used to establish a competitive range to determine which Respondents may be invited to participate in negotiations. The Department intends to first negotiate with the three most highly ranked Respondents, but the Department reserves the right to negotiate with fewer Respondents, more than three Respondents, or to reject all Replies 5.1 Expertise Respondent's expertise will be evaluated (see section 5.6)to determine their understanding and ability to provide all Microsoft agreements for Government and Academic entities, as outlined in subsection 4.4.1.2, Tab Two, Experience and Ability to Provide Microsoft Software. 5.2 Capacity Respondents will be evaluated based on their demonstrated ability to provide coverage for all State of Florida Eligible Users as defined section 4.4.1.1.g of this solicitation and as outlined in the Statement of Work, section 7. 5.3 Past Performance Respondent's past performance will be evaluated as outlined in subsection 4.4.1.3, Tab Three, References and Past Performance, and in section 5.6, Evaluation Criteria Scoring. 5.4 Value-added Services Value-added Services will also be considered during the negotiation stage along with the Respondent's expertise capacity, price and past performance. The Department reserves the right to not award proposed services, if proposed services are out of scope of this ITN or if the Respondent cannot demonstrate to the Department's satisfaction their ability to provide such services to the State. 5.5 Negotiation Phase The Department may provide specific agenda topics to the invited Respondent(s) prior to the beginning of negotiations. The Department reserves the right to negotiate concurrently or separately with competing Respondents. The Department shall have the right to use any or all ideas or adaptations of the ideas presented in any Reply. Selection or rejection of a Reply does not affect this right. Pricing will be requested during the Negotiation Phase and will be negotiated to achieve the best pricing for all Florida Government and Academic entities. The pricing proposed for all contract years will be discussed and considered as part of the best value determination. Licensing Solutions Providers of Microsoft Software and Services ITN No. 07-43230000-L Page 40 of 74 The Vendor Price Sheets provided include specific Select Plus and Enterprise Agreement software or software bundles for which all Respondents moved forward to the negotiation period must provide upon request. Respondents may also provide other Microsoft software; however, discounts offered for the software lists are to apply to all software proposed (i.e. x percent for Select Plus, x percent for Enterprise, x percent for Academic). 5.6 Evaluation Criteria Scoring Respondent replies are to be evaluated using the following scale. Performance Measure Total Possible Points Maximum Points Expertise (see section Scale of 1 — 10 for each item 105 points 4.4.1.2 for detail) 0 Demonstrated high knowledge • Knowledge of and ability = 16 points Microsoft Agreements 0 Demonstrated some and Core knowledge and ability = 6 Competencies points • Customer Service 0 Demonstrated little knowledge • Knowledge of and ability = I point Government and 0 Demonstrated no knowledge agencies or ability = 0 points • License Management • Subject Matter Expertise • Training and Instruction • Transition Plan Capacity (see section * Coverage of entire state= 100 100 points 4.4.1.1.g and section 7.6) points • Demonstrates ability 0 Partial coverage= 0 points to cover the entire State of Florida for all eligible users Past Performance 0 Each reference meeting the 100 points Reference responds minimum criteria = 20 Points "Yes"to 9 of 15 e Each reference that does not questions. meet the minimum criteria = 0 points Total Possible Points 306 Licensing Solutions Providers of Microsoft Software and Services ITN No. 07-43230000-L Page 41 of 74 Scoring Example: Step I A total score will be calculated for each reply by each individual Evaluator. Vendor Evaluator A Evaluatot B Evaluator C Points Points Points Respondentl 305 305 300 Res pondent2 245 260 241 Respondent3 285 295 285 Respondent4 210 210 202 Res pondent5 31 31 35 J Step 2 The Evaluator scores will be reviewed and averaged. The ranking of each Reply will be used to establish a competitive range to determine which Respondent may be invited to participate in negotiations. The Department intends to first negotiate with the three most highly ranked Respondents, but the Department reserves the right to negotiate with fewer Respondents, more than three Respondents, or to reject all Replies. The Department reserves the right to negotiate concurrently or separately with selected Respondents. Vendor Evaluator Evaluator Evaluator Average A Pointr. B Points C Points Points Respondentl 305 305 300 303 Respondent2 245 260 241 249 Respondent3 285 295 285 232 Respondent4 210 210 202 207 Res pondent5 31 31 35 32 5.7 Basis of Award After negotiations are completed, the Negotiation team will rank the Respondents based upon their capacity, demonstrated ability to provide expertise, best pricing, and past performance. The Department reserves the right to make a single award or to make multiple awards to Responsive and Responsible Respondents as determined to be in the best interest of the State of Florida, and to accept or reject any and all offers, or separable portions, and to waive any minor irregularity, technicality, or omission if the Department determines that doing so will serve the State of Florida's best interests. Licensing Solutions Providers of Microsoft Software and Services ITN No. 07-43230000-L Page 42 of 74 Any outstanding transaction fees owed or open reports listed in MFMP must be resolved to the Department's satisfaction prior to entering into any contract. 5.8 Reply Disqualification Replies that do not meet all requirements, specifications, terms, and conditions of the solicitation or fail to provide all required information, documents, or materials may be rejected as not responsive. Respondents whose replies, past performance, or current status do not reflect the capability, integrity, or reliability to fully and in good faith perform the requirements of a contract may be rejected as not responsible. The Department reserves the right to determine which replies meet the requirements of this solicitation, and which Respondents are Responsive and Responsible. 5.9 Identical Evaluations of Replies In the event that the Department's evaluation results in identical evaluations of replies, the Department may elect a respondent based on the criteria identified in subsections 287.057(1 1), 295.187(4), Florida Statutes, and Rule 60A-1.01 1, Florida Administrative Code, where applicable. THE REMAINDER OF THE PAGE IS INTENTIONALLY LEFT BLANK Licensing Solutions Providers of Microsoft Software and Services ITN No. 07-43230000-L Page 43 of 74 �� General /��U A�� 1M��l � Special Y Contract �� ^^ ^�"�yl��^ \n ��n ^ /^^wu/ ��w ��C3��C��x ��^.==^= Terms ��kl^^ Conditions This section contains the General Contract Conditions and the Special Contract Conditions for this solicitation. 6'1 PNR1000 General Contract Conditions. pUR 100, is incorporated by reference and may badownloaded and viewed bv clicking on the link here: . 6.2 Special Contract Conditions Respondents must meet the following special contract conditions: 6.2.1 Electronic Invoice The Contractor is to supply electronic invoices in lieu of paper-based invoices for those transactions processed through the MFMP. Contractor agrees, upon Department's request, to establish electronic invoicing within ninety /9O\ days of written request. Electronic invoices are[obe submitted Lothe Customer through the AribaNetwork k\N\ inone of three mechanisms ms listed below. 0.2.1.1 Commerce eXtenaib|e Markup Language (dXK8L) This standard establishes the data contents required for invoicing via cXK8Lwithin the context of an electronic environment. This transactionset can be used for invoicing via the AyJ for catalog and non-catalog goods and services. The cXK8L format is the 8hba preferred method for electronic invoicing. 8.2.1.2 Electronic Data Interchange /E[}|\ This standard establishes the data contents of the Invoice Transaction Set /81O\for use within the context ofanED| environment. This transaction set can be used for invoicing via the 8N for catalog and non-catalog goods and services. 6.2.1.3 Purchase Order(P.(].) Flip via Ariba Network K\N\ The online process allows suppliers to submit invoices via the Aribm Network (AN)for catalog and non-catalog goods and services. Contractors have the ability[o create an invoice directly from their |nbox in their 8N account by simply "flipping"the P.O. into an invoice. This option does not require any special software or technical capabilities. For the purposes of this section, the Contractor warrants and represents that it is authorized and empowered to and hereby grants the State and the third party provider of MFMP, a State Contractor, the right and license to use, reproduce, transmit, disthbute, and publicly display within the system the information outlined above. In addition, the Contractor warrants and represents that itia authorized and empowered Licensing Solutions Providers of Microsoft Software and Services ITN No. D7-4323ODOO-L Page 440f74 to and hereby grants the State and the third party provider the rightand |ioenseto reproduce and display within the system the Contractor's trademarks, gvatenn marks, logos, trade dress, or other branding designation that identifies the software licenses, maintenance and services made available bythe Contractor under the Contract. The Contractor will work with the MFMP management team to obtain specific requirements for the Electronic Invoicing upon contract award. 6.2.2 Catalog Specifications (Services included, if applicable) Vendor Price Sheets submitted bvan awarded vendor with the solicitation are incorporated into the Contract as software licenses, maintenance and services Catalog. Any additional terms and conditions contained in the Catalog will not apply to the Contract. 6.2.3 Purchasing Card Program Contractor must accept the Universal card format Purchasing Cards (e.g., American Express, MasterCard, and Visa). However, the Purchasing Card is not the exclusive method of payment(e.g., Purchase Order). The method of ordering and payment (e.g., Purchase Order, Purchasing Card) istobe selected bythe Eligible User. 6.2.4 Compliance with Laws The Contractor is to comply with all |axva, ru|aa, uodes, ordinances, and licensing requirements that are applicable to the conduct of its business, including those of Federal, 6tube. and local agencies having jurisdiction and authority. For example, Chapter 287. ofthe Florida Statutes and Rule 8OAof the Florida Administrative Code govern the Contract. The Contractor is to comply with section 274A of the Immigration and Nationalization Act, the Americans with Disabilities Act, and all prohibitions against discrimination on the basis of race, na|igion, oex, creed, national ohQ|n, hmndicap, marital statuo, or veteran's status. Violation of any such applicable |avva, n3|eG' oodes, ordinances and licensing requirements, may be grounds for Contract termination. 6.2.5 Liability and Worker's Compensation Insurance During the Contract term, the Contractor at its sole expense is to provide commercial insurance nf such o type and with such terms and limits ao may bereasonably associated with the Contract, xvhioh, at rnininmurn, is to be: workers' compensation and employer's liability insurance per Florida statutory limits (currently$1OO.ODOper accident, $1OO.0OO per person, and $5OO.ODO policy aggregate) covering all employees engaged in any Contract work; commercial general liability coverage on an occurrence basis in the minimum amount of $5OO.00O (defense cost ishobeinexcess of the limit ofUabi|itv). naming the State aean additional insured; and automobile liability insurance covering all mahic|es, owned or otherwise, used in the Contract work, with rninirnurn combined limits of$5OO.00O. including hired and non-owned |iobi|itv. Licensing Solutions Providers of Microsoft Software and Services ITN No. O7-4323ODOO-L Page 46of74 and $5.00O medical Providing and maintaining adequate insurance coverage ioa material obligation ofthe Contractor and is of the essence ofthe Contract. The Contract isto not limit the types ofinsurance Contractor may desire bJ obtain or be required to obtain by |exv. The Unni[s of coverage under each policy maintained by the Contractor are not to be interpreted as limiting the Contractor's liability and obligations under the Contract. All insurance policies are to be through insurers authorized towrite policies in Florida. 6.2.6 Detail 0fBills Contractor isto submit bills for fees or other compensation for services or expenses in detail sufficient enough for a proper pre-audit and post-gudi[. The Department reserves the right to request additional documentation. 6.2.7 Bills for Travel Bills for travel expenses, if permitted, are to be submitted in accordance with section 112.O81. Florida Statutes. 6.2.8 Public Records The Contractor shall allow public access to all documents, papers, letters, or other material made or received by the Contractor in conjunction vvith1heContraui. un|esa the records are exempt from section 24(a) of Article | of the State Constitution or subsection 119.07(1). Florida Statutes. The Department may unilaterally terminate the Contract if the Contractor refuses to allow public access as required in this section. If, under the Contract, the Contractor ia providing services and ig acting on behalf of the Department as provided under subsection 119.O11(2). Florida Statutes, the Contractor, subject to the terms of paragraph 287.058(l)(c), Florida Statutes, and any other applicable legal and equitable nernediee, is to: m) Keep and maintain public records that ordinarily and necessarily would be required by the Department in order 10 perform the service. b\ Provide the public with access[u public records unthe same terms and conditions that the Department would provide the records and atacost that does not exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law. u\ Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. d\ Meet all requirements for retaining public records and tnanofer, at no cost, to the Department all public records in possession of the Contractor upon termination of the contract and destroy any duplicate public records that are exempt or Licensing Solutions Providers of Microsoft Software and Gen/imem ITN No. O7-4323OOOO-L Page 46Vf74 confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the Department ino format that is compatible with the information technology systems of the Department. Please see section 4.6, Redacted Submissions, for additional guidance with regard to public records requests. 6.2.9 Intellectual Property The parties donot anticipate that any Intellectual Property will be developed orcreated asa result of the Contract. However, in such case Gsitia developed or created, any Intellectual Property developed or created as a result of the Contract will belong to and be the sole property of the State uf Florida. This provision will survive the termination or expiration of the Contract. 6.10 Preferred Price Affidavit Requirement The Department will provide the Preferred Pricing Affidavit, incorporated byreference, for completion by an authorized representative of the Contractor attesting that the Contractor is in compliance with the preferred pricing provision in section 4(b) of the PUR1OODform. The Contractor agrees tu submit to the Department, at least annually, the completed Preferred Pricing Affidavit. (Gee section 4.4.1.5 and 4.5.O for form and submittal information.) 6.11 Employment Verification /E-Verify) Pursuant to State of Florida Executive Order Number 11-110. Contractor is required to utilize the U.8. Department uf Homeland Security's E-Verif«system to verify eligibility of all new employees hired by the Contractor to work in the U.S. during the Contract term. Also, Contractor istV include in related subcontracts a requirement that subcontractors performing work or providing services pursuant tothe Contract utilize the E-Verify system to verify the eligibility of all new employees hired by the subcontractor tV work in the U.8. during the Contract term. (Gee section 4.4.2and 4.5.S for additional information.) 8.12 Scrutinized [|OrDpaDV List Pursuant to subsection 287.135(5). F.8., by signing m contract orrenewal ofacontract where the value exceeds $1 million to which this clause ie attached, the Respondent or Contractor certifies that it is not listed on either the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, created pursuant to section 215.473. F.G. Pursuant to subsection 287.135(3)(b), F.S, Department may immediately terminate any contract for cause if the Contractor is found to have submitted a false certification Licensing Solutions Providers of Microsoft Software and Services |lFN No. 07-43230000-L Page 47 of74 under subsection 287.135(5), F.S., or if Contractor is placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List during the term Cf the Contract. 6.13 Commitment to Diversity in Government Contracting The State of Florida io committed to supporting its diverse business industry and population through ensuring participation bvrninorib+. vvornen-. xvartirne+. and service- disabled vete[an business enterprises inthe economic life of the State. The State of Florida Mentor Protdg6 Program connects minority-, women-, wartime-, and service- disabled veteran business enterprises with private corporations for business development nnent0hng. V\e strongly encourage firms doing business with the State of Florida to consider this initiative. For more information on the Mentor Protbg6 Program, please contact the Office 0f Supplier Diversity mt (85O)487-O915or . Upon request, the Contractor isbz report tothe Department, spend with certified and other minority business enterprises. These reports will include the period covered, the name, minority code and Federal Employer Identification Number of each minority vendor utilized during the period, commodities and services provided by the minority business enterprise, and the amount paid to each minority vendor on behalf ofeach purchasing agency ordering under the terms of this Contract. 6.14 Business Review Meetings The Department reserves the right b) schedule business review meetings as frequently as necessary. The Department will provide the format for the agenda. Prior to the meeting, the Contractor ieto provide input for the agenda to the Department for review and acceptance. The Contractor imto address the agenda items and any ofthe Department's additional nnnmarna at the meeting. Failure to comply with this section may result in the Contractor being found in default and contract termination. 6.15 Ethical Business Practices Any vendor awarded business 000 result Vf this ITN is to work in partnership with the State tVensure a successful and valuable contract, and ethical practices are required of State emp|oyees. Contnactoru, and all parties representing the Contractor. All mmrh performed under this contract will be subject to review by the Inspector General ufthe State of Florida, and any findings suggesting unethical business practices may be cause for termination orcancellation. 8.16 PrOdUCtVa7iatiVOs/CusiVrD Orders New variations, oubstitutiona, including custom orders of existing software licenses, maintenance and services awarded under the Contract will be considered by the Licensing Solutions Providers of Microsoft Software and Services ITN No. O7-4323OOOD-L Page 48of74 Department if it is in the best interest of the State. All modifications and special requests must receive prior written approval from the Department before execution of the purchase. Proposed changes are not to compromise the integrity of the software licenses, maintenance or services performance. 6.17 Delays and Complaints Delivery delays and service complaints will be monitored on a continual basis. Documented inability to perform under the conditions of the contract (via the established Complaint to Vendor process (PUR 7017 form) may result in default proceedings and cancellation. 6.18 Sales and Use Tax It is the responsibility of the Contractor to determine how work accomplished under this contract would be subject to a Use Tax as written in the "Sales and Use Tax" Rule 12A-1, Florida Administrative Code. Any questions concerning the "Use Tax" as it relates to this Contract are to be directed to the Taxpayer Assistance section at the Department of Revenue (DOR) (800) 352-3671, Monday through Friday, 8 a.m. to 7 p.m. (ET). For more information visit the DOR website at http://dor.myflorida.com/dor/businesses. 6.19 Insurance, Loss Deductible The Customer is to be exempt from, and in no way liable for, any sums of money which may represent a deductible in any insurance policy. The payment of such deductible is to be the sole responsibility of the Contractor providing such insurance. Upon request, the Contractor is to furnish the Customer an insurance certificate proving appropriate coverage is in full force and effect. 6.20 Performance and Payment Bonds The authority and responsibility for requesting performance and payment bonds is to rest with the Customer. Under this contract, the Customer issuing the purchase order may request a performance and payment bond. Inability to provide a bond is to result in the Contractor being found in default of the contract. 6.21 Warranty Microsoft's standard warranty is to cover all software and contractual services of the Contract. Microsoft's standard warranty is required to provide coverage against defective material, workmanship, and failure to perform in accordance with the specifications and required performance criteria. Microsoft's standard warranty coverage must be identical to or exceed the most inclusive of those normally provided for the software and contractual services specified herein that are sold to any state or local governments. Licensing Solutions Providers of Microsoft Software and Services ITN No. 07-43230000-L Page 49 of 74 Should Microsoft's standard warranty conflict with any requirements, specifications, terms, or conditions of the Contract, the Contract terms and conditions are to prevail. 6.22 Contract Revisions Notwithstanding General Contract Conditions, section 42 of the PUR 1000 Form, the following types of revisions can be made to the Contract upon written authorization by the Department: 1) Contractor's Information Worksheet; 2) Ordering Instructions Form; 3) Contract Quarterly Report Form; 4) Catalog Revisions; 5) Any other forms included as part of the ITN solicitation documents. Only the above listed provisions can be made without a formal Contract amendment. General Contract Conditions, section 42 of the PUR 1000, applies to all other modifications to the Contract. 6.23 Third Party Audits and Reporting Requirements At no additional cost to the State, the Contractor is to contract with an independent third party firm (to be approved by the Department) to conduct, at a minimum, at least one random sampling of the Contractor's price list per quarter. The random sample is to be large enough to ensure the results of the audit are at a 95 percent level of confidence with a margin of error of+/-three (3) percent. Specifically, the third party firm will confirm the discounts off the Microsoft ERP Level D price list for government and ERP Level A for academic, which will be posted on the DMS contract website, are the same as or better than with the discounts offered at contract award. The third party firm is to provide the results of each quarterly audit to the Department's Contract Manager. At a minimum, the audit is to identify the following: • Date of the audit • Name of the auditor • Items selected in the random sampling • Price listed on the Microsoft ERP price list • The Contractor's minimum discount rate for that item • The price resulting from Microsoft ERP minus Contractor discount • Price on the Contractor's price sheet • The audit results (i.e. difference +/-) Licensing Solutions Providers of Microsoft Software and Services ITN No. 07-43230000-L Page 60 of 74 The Contractor's failure to comply with this requirement may result in financial consequences and may also result in the Contractor's immediate removal from the Contract. The third party auditor may, upon the Department's request, be asked to also compare actual price quotes received by an Eligible User to ensure that price quotes to Customers are the same as or better than pricing on the Contractor's price sheet most recently approved by the Department. Upon such request, the third party auditor is to provide to the Department the same information as noted above as it relates to that individual price quote. The third party auditor is to consider the pricing information provided to them confidential and is to not release the information to any other party outside of the Department. 6.24 Financial Consequences The Contract Administrator shall periodically review the Contractor's Compliance with the responsibilities and deliverables in the Contract. If the Contractor fails to meet and comply with the responsibilities and deliverables established in the Contract, Contractor will be subject to damages. See subsection 7.20 for additional information. THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK. Licensing Solutions Providers of Microsoft Software and Services ITN No. 07-43230000-L Page 51 of 74 7 Statement of Work Respondents are to have the capability to provide Microsoft software and services to all Eligible Users within the State of Florida in accordance with the solicitation documents and to the satisfaction of the Department. 7.1 Current Microsoft Agreements The current Microsoft contract contains the following agreements: • Master Business Agreement (MBA) o State and Local Government ■ Enterprise Agreements (includes Office 365 and other Cloud Solutions) ■ Select Plus Agreement o Academic Agreements ■ Enrollment for Education Solutions (EES), which replaced the Campus and School Agreement(includes Office 365 and other Cloud solutions) ■ Select Plus Agreement ■ Library and Museum Agreement (currently in the addition process) • Master Services Agreement (MSA) o Premier Support o Consulting Services Information regarding the agreements listed above can be found on the Department's website at: http://www.dms.myflorida.com/business operations/state purchasing/vendor information/state contracts and agreements/state term contracts/microsoft license maintenance services/form s and other information 7.2 In Scope Respondents are to provide Microsoft software licenses and maintenance with optional support offerings. The Department will work directly with Microsoft to establish any master licensing agreements and associated services for the Contract; however, each customer will be required to sign individual license agreements to establish the term (i.e. 12 or 36 months) and any special requirements of the customer agreement(s). Licenses, maintenance and services under this solicitation may be provided in any of the following ways: • All Microsoft perpetual and subscription licenses, which may include the agreement types identified under the MBA in subsection 7.1; • Software maintenance (standard and optional); • Value-added services directly related to Microsoft software such as the following: Licensing Solutions Providers of Microsoft Software and Services ITN No. 07-43230000-L Page 52 of 74 o Limited, small-scale (short duration (less than 3 months), low person hours (less than 480 hours), and small team (less than five members)) consulting services; o Installation assistance; and o Associated software training. Respondents are to submit replies that include all Microsoft software licenses and maintenance, and may propose additional services such as documentation, training, installation, and other value-added services. The forms provided in this solicitation are to be used for the reply as identified in section 4, Vendor Submission. Respondent may make copies if additional pages of the provided forms are needed. 7.3 Out of Scope Items that are out of scope are not to be considered and may be a basis for finding the Respondent non-responsive. Items that are out of scope include, but are not limited to, the following: • Software provided by software publishers other than Microsoft • Information Technology Hardware (i.e. personal computers, laptops and tablets) and hardware accessories and services. • Large scale consulting services (services provided directly by Microsoft are under a separate contract). Additional consulting services for large scale projects that are available on other Department State Term Contracts. 7.4 Frequently Purchased Software The chart below identifies the software license counts for the Microsoft software most frequently purchased by the State. The chart includes the name of the software type, the date last reviewed by Microsoft, and the associated total (to date) license counts on file with Microsoft. It also identifies license counts for Office 365 (0365). (License counts for 0365 for schools were not provided by Microsoft.) The Department expects to receive increased discounts for these frequently purchased software licenses and maintenance and may standardize EAs at some point during the contract term with input from the Agency for State Technology. Discount rates are discussed in further detail in subsection 7.13.3. Respondents may also propose alternative approaches for EAs such as a recommended standard EA, server-based EA, which would be separate from desktop, user-based EA, or a mechanism for combining the EAs of various agencies as they go through Data Center Consolidation as required in Chapter 282, Florida Statutes, with co-term expirations and effective dates. Enterprise Software _ Date License Counts Top Three Software State and Local Gov't Core/Enterprise/Individual Client Access 4/3/2014 321,584 Licenses CALS Licensing Solutions Providers of Microsoft Software and Services ITN No. 07-43230000-L Page 63 of 74 Windows O/S 4/3/2014 191,767 Office Professional 4/3/2014 120,034 Other Software Frequently Purchased Exchange(standalone Exchange standard and 6/9/2014 22,561 Enterprise CALs Visio standard andprofessional) 6/9/2014 3,896 Project standard andprofessional) 6/9/2014 2,523 0365 Purchases State and Local Gov't *Office 365 E3/G3 —State A encies 8/22/2014 61,203 *Office 365 E3/G3 —Cities and Counties 4/3/2014 1 9,682 *Office 365 numbers are listed separately for State Agencies and Cities/Counties due to special waterfall pricing offered by Microsoft to State Agencies. It is the State's goal to combine license counts for 0365 to achieve even lower pricing. 7.5 LSP Competencies In order to meet the varying needs of all Eligible Users, the following Microsoft Competencies are desired. Per subsection 4.4.1.2, Tab 2, Respondents are to submit in section 4.5, Vendor Reply, a completed copy of the Microsoft Core Competency Checklist, indicate Gold or Silver competency rating along with their reply, and provide competency verification in the form of certificates or other documentation from Microsoft as proof of competency. The Department desires a broad coverage of listed Competencies to ensure that the wide varieties of the State's needs are met. LSPs are encouraged to add additional competencies throughout the life of the contact and to provide new or updated certifications to the Contract Administrator as they become available. Application platform Core infrastructure • Application Development Devices and Deployment • Application Integration Identity and Access • Application Lifecycle Management Management and Virtualization • Business Intelligence Server Platform • Data Platform Business Productivity Customer segments • Collaboration and Content Midmarket Solution Provider • Communications Small Business • Digital Advertising • Messaging Additional Competencies • Project and Portfolio Management Business Productivity Online Suite • Cloud Accelerate Business applications • Cloud Essentials • Customer Relationship Management Distributor • Enterprise Resource Planning Hosting • Intelligent Systems • Learning • Mobility Licensing Solutions Providers of Microsoft Software and Services ITN No. 07-43230000-L Page 54 of 74 • OEM • Software Asset Management • Office 365 Cloud Deployment Partner • Volume Licensing • WebsiteSpark 7.6 LSP Responsibilities LSP(s) awarded a contract under this ITN will be responsible for the following: 7.6.1 Microsoft Licenses and Support Services LSP will act as a representative of Microsoft by providing a means for all Eligible Users to purchase Microsoft software licenses, maintenance and services under the Contract. 7.6.2 License Management LSP will document its plan for managing all Microsoft software licenses sold under the Contract. License management should include, but is not limited to the following: • Tracking of Software Licenses sold to ensure that Customers are fully aware of future expiration dates well in advance of expiration to ensure that licenses do not lapse unless intended by the Customer. • License tracking support(website and vendor assistance as needed) • Tracking of individual licenses and server licenses exempt from Chapter 282, Florida Statute, requirements. • Standardization of customer(agency/OEU) names to facilitate ease of tracking licenses purchased. • Provide a single contact for license tracking and a trained licensing specialist to assist Customers with licensing questions. After Contract award, the LSP will update the plan, as needed, and will provide a copy of any revised plans to the Department's Contract Administrator. 7.6.3 Customer Service The State highly values excellent customer service and expects the LSP to provide the best possible customer service to all state agencies and OEUs. The LSP's Contract Manager is responsible for monitoring the customer service provided to Customers by LSP's staff, sales and support teams, and employing, as necessary, corrective measures identified in the customer service plan proposed in the ITN reply to section 4.4.1.2.e).6, Customer Service, to ensure that the LSP will provide and maintain the highest quality of customer service possible. Licensing Solutions Providers of Microsoft Software and Services ITN No. 07-43230000-L Page 55 of 74 7.6.4 Training and Instruction Contractors will implement the training and instructions plan proposed under section 4.4.1.2 of the ITN in the following areas: 7.6.4.1 Microsoft Certified Training for Resellers Contractors will provide evidence that they have successfully completed Microsoft Certified Training (MCT) and will promptly provide the Department with documentation for any updated MCT completed throughout the contract term, including that required to maintain Contractor's status as an LSP or any equivalent or higher successor designation. 7.6.4.2 Customer Training Contractors will provide training to Customers for all widely used (i.e. Office Professional) Microsoft software and services. Training may be offered in any of the following formats: • Web-based; • Tutorials; • Documentation; • Classroom setting; and • Classroom settings that can also be broadcast to other agency/OEU offices throughout the state and that may be recorded for future playback. 7.6.4.3 Contractor's Staff Training Contractors are to provide training for staff to ensure they are properly trained to support this Contract. At a minimum, training will ensure the following: • Contractor Contract Manager understands all deliverables and requirements unique to the Contract and is capable of meeting all requirements in a timely and professional manner; • Staff understands Florida government purchasing processes, Customer unique issues and concerns with respect to the purchase of Microsoft software and services; • Staff is knowledgeable about all Microsoft software licenses, maintenance and services for which they are responsible; • Staff are properly educated with regard to Florida pricing to ensure that Customers are quoted from the correct price lists: • Staff are Customer friendly; and • Staff provides prompt and accurate replies to Customer requests. 7.7 Contractor Deliverables and Responsibilities Licensing Solutions Providers of Microsoft Software and Services ITN No. 07-43230000-L Page 56 of 74 Contractors are responsible for all deliverables and responsibilities identified within this solicitation. Failure to perform as required within this document may result in financial consequences and any other consequences as outlined within this solicitation. 7.7.1 Quotes Contractor quotes must be provided to Customers on company letterhead, on an official company quote form, or via the MFMP eQuote tool that clearly identifies the following: • Company name; • Appropriate contact information; • Quote number and date of quote; • Quote effective and termination dates; • The name of the agency/OEU to which the quote is provided; • Customer's physical and delivery address; • Customer's name and contact information; • Detailed description of each item quoted; • Unit price (Florida Price); • Number of units to be purchased (quantity); • Total price; • Additional savings achieved through volume discount/additional negotiations, if any; • Any specific requirements made by the ordering agency/entity (as identified in the Purchase Order or Statement of Work; and • Any special instructions (i.e. download instructions) for the ordering agency/entity. The detail provided within the quote must provide enough information that the Customer can clearly understand what they are purchasing, delivery date and download instructions, how much they are paying for the items purchased and any additional terms associated with the purchase. In addition, if the quote offers custom skus, which reflect additional savings, Contractor must also identify the standard sku numbers that would have been used had the Customer purchased the items separately. The Customer must have confidence that the quote provided is a valid quote from the Contractor, that the price quoted directly correlates to the Florida Price and that any additional savings achieved through a volume discount or additional negotiation is clearly noted. 7.7.2 Product Delivery Schedule Delivery is requested within 30 calendar days after receipt of any order. If this delivery date cannot be met, the Contractor must state on the Vendor Price Sheet, Purchase Order, or on an individual price quote to the requesting Customer the number of days Licensing Solutions Providers of Microsoft Software and Services ITN No. 07-43230000-L Page 57 of 74 required to deliver the software or service at the ordering Customer's designated location. Failure to state the delivery time obligates the LSP to complete delivery within 30 days unless otherwise mutually agreed between the Contractor and the Customer. Extended delivery dates may be considered when in the best interest of the ordering entity. A Customer may request and negotiate with the LSP for a shorter term delivery at the Customer's expense, if necessary, for emergency orders. Software licenses may be downloaded, if available, as an acceptable method of delivery. See subsection 7.8.1.1 of this solicitation for additional requirements for downloaded software. 7.7.3 Freight On Board (F.O.B.) Destination All proposed discounts submitted are to include the full cost of standard ground delivery to any destination within Florida (prices must reflect FOB destination, inside delivery to the Customer placing the order or their designee). All deliveries must be made during normal State work hours and within the agreed upon number of days unless otherwise arranged and coordinated by the Customer requesting the software. The Contractor will give the Customer immediate notice of any anticipated delays or company shutdowns that will affect the delivery requirement. Loss or damage that occurs during shipping, prior to the order being received by the Customer, is the Contractor's responsibility. All orders are to be properly packaged to prevent damage during shipping. 7.7.4 Transaction Fee Report The Contractor is required to submit monthly Transaction Fee Reports in electronic format. For information on how to submit Transaction Fee Reports online, please reference the detailed fee reporting instructions and vendor training presentations available online at the Transaction Fee Reporting and vendor training subsections under Vendors on the MFMP website. Assistance is also available with the Transaction Fee Reporting System from the MFMP Customer Service Desk at FeeProcessing(a)-myfloridamarketplace.com or 866-FLA-EPRO (866-352-3776) between the hours of 8:00 AM to 5:30 PM Eastern Time. 7.8 Product Specifications The following information provides guidance regarding software licenses, maintenance and services acceptance, cost, product revisions. 7.8.1 Product Acceptance Section 215.422, Florida Statutes, states "Approval and inspection of goods or services is to take no longer than 5 working days unless the reply specifications, purchase order, or contract specifies otherwise." Any special conditions must be Licensing Solutions Providers of Microsoft Software and Services ITN No. 07-43230000-L Page 58 of 74 expressed in writing either on the P.O. or in the SOW that is attached to the P.O. The vendor and customer must agree to any special acceptance time frames in advance. If a software license is downloaded, then the P.O. date will be the acceptance date. 7.8.1.1 Downloaded Software If software download is available, Customers may download software upon the Contractor's acceptance of the P.O. Upon acceptance of the P.O., the Contractor is to provide to the Customer clear instructions for all downloads along with the link for downloading the purchased software. If downloaded software appears to contain errors or if the file is corrupt, the Customer shall be encouraged by the Contractor to immediately contact the Contractor to resolve the issue. The Contractor shall also encourage the Customers to download purchased software as soon as they receive the download instructions because the software license begins (unless otherwise agreed) on the date of P.O. acceptance by the vendor and NOT the date of download. If software download issues cannot be resolved, the Contractor is to either promptly refund the Customer's money or provide software in another format acceptable to the Customer. 7.8.1.2 Shipped Software If software is shipped to the Customer, then the Customer will have 5 business days from the date of physical receipt of the software to accept the software. All software to be shipped under the Contract must be delivered in the original shrink-wrap packaging provided by Microsoft to insure freedom from tampering. The State will not accept re- packaged software. An occurrence of any Customer receiving re-packaged software may result in contract termination. Respondent's reply must include a "total satisfaction" return policy for unopened media and all documentation and shall not impose any restocking fees or liability on the Customer for such returns. Total satisfaction policies may include software replacement with compatible features and capabilities, length of time (i.e. three years following software installation date), or caveat (i.e. total satisfaction applies to software that is continuously maintained). The LSP must accept all orders and furnish software required during the full term of this contract and any extensions thereof unless other arrangements have been mutually agreed upon by the LSP and Contract Administrator. In order for software to be deemed accepted, software is conditioned upon the following: Licensing Solutions Providers of Microsoft Software and Services ITN No. 07-43230000-L Page 69 of 74 • The software is free of computer viruses as determined by commercially available antivirus software. • The software must be delivered with the relevant manuals or access was provided to electronic manuals, as applicable. • The required functionality is fulfilled as determined by the software operating in conformity with the applicable Microsoft software licenses, maintenance and services specifications. 7.9 Technology Upgrades and Additions The Department intends to obtain for the duration of the Contract or any contract renewals or extensions thereof, software licenses, maintenance and services that reflect the industry's latest technology. The Department recognizes that there will be new software licenses, maintenance and services and new software versions that will become available during the life of this Contract that is not yet released on the date of contract award. The LSP may add new Microsoft software licenses, maintenance and services, delete software no longer offered, or request to modify software bundles or definitions consistent with the Microsoft offering for the State of Florida and the discounts offered by the LSP. Change requests may be submitted to the Department Contract Administrator using the form provided in the ITN. All items offered under this ITN must remain within the scope of the contract in discount, price and functionality. Any proposed revisions must comply with the requirements listed in subsections 7.16 and 7.17 of this solicitation. The Department reserves the right to review the software most frequently purchased on an annual basis and to request additional discounts, if appropriate. All new software and services will be conditioned upon approval from the Department. 7.10 Software Requirements The following software requirements are to be a part of all software purchases and are to supersede any requirements located in Microsoft's terms and conditions. 7.10.1 Version Purchase Orders are to be deemed to reference Microsoft's most recently released version of the software at time of order, unless an earlier version is specifically requested in writing by the Customer and the Contractor is willing to provide such version. 7.10.2 Software License The Department understands that Microsoft's software license terms and conditions may be provided to Customers along with purchased software; however, such license terms are neither considered a part of, nor are they to supersede, the Contract. Upon Licensing Solutions Providers of Microsoft Software and Services ITN No. 07-43230000-L Page 60 of 74 request from a Customer, the Contractor shall assist the Customer in resolving conflicts between any software license terms and the Contract with Microsoft. Where software is acquired on a licensed basis, the following terms are to constitute the license grant to the Customer("Licensee"): 7.10.2.1 Scope: Licensee is granted a non-exclusive license to use, execute, reproduce, display, perform, or merge the software licenses, maintenance and services within its Enterprise up to the maximum licensed capacity identified on the purchase order. The software may be accessed, used, executed, reproduced, displayed, or performed up to the capacity measured by the applicable licensing unit identified on the purchase order. 7.10.2.2 Documentation for Perpetual Licenses: Upon request, the Contractor is to deliver to the Licensee, at the Contractor's expense, (1) one master electronic copy and one hard copy of software documentation or(2) one master electronic copy and hard copies of the software documentation by type of license in the following amounts, unless otherwise agreed: for individual/named user, one copy per Licensee; for concurrent users, ten copies per site; for processing capacity, ten copies per site. The master electronic copy is to be in either CD-ROM or other acceptable format and usable without conversion (for example, if a unit has only a CD-ROM drive, software is to be provided on CD). The Contractor will grant the Licensee a perpetual license, where applicable, and the right to make, reproduce (including downloading electronic copies), and distribute, either electronically or otherwise, copies of software documentation as necessary to enjoy full use of the software licenses, maintenance and services in accordance with the terms of the license. Licensee's right to use the documentation is limited to Licensee's internal business purposes in conjunction with Licensee's use of the software. 7.10.2.3 Documentation for Subscription Licenses: Upon request, the Contractor is to provide to the Licensee, at the Contractor's expense, access to electronic copies of the software subscription documentation. Access to this documentation is not to require a user id or password and must be available for the ordering entity to share with their agency employees, for business purposes, as appropriate. 7.10.2.4 Technical Support and Maintenance: Licensees may acquire support services from Contractor on an order. The Contractor shall ensure the provision of error corrections, patches, updates, revisions, fixes, upgrades, and new releases (collectively"Updates") to Licensee at no additional charge. Licensing Solutions Providers of Microsoft Software and Services ITN No. 07-43230000-L Page 61 of 74 Help Desk assistance may be made available via toll-free or local telephone call or on-line. The Contractor is to assist the Licensee in maintaining the software so as to ensure Licensee has the ability to use the software in accordance with the software documentation, without significant functional downtime to ongoing operations during the maintenance term. The maintenance term(s) and any renewals are independent of the Contract term, but must comply with PUR 1000, Purchase Order Duration, requirements. The Licensee may discontinue maintenance at the end of any current maintenance term upon notice to the Contractor; the maintenance term will not automatically renew. If the Licensee does not initially acquire, or discontinues maintenance, the Licensee may at any later time reinstate maintenance without any penalties or other charges, by paying the Contractor the amount, if any, required in order to bring the software up to the current software version. Chapter 215, Florida Statutes prohibits State agencies from paying for any software licenses, maintenance and services not received. Therefore, the State will not pay a reinstatement fee if during the time of maintenance lapse no software updates, bug fixes or patches were provided for that software to other customers. 7.10.2.5 Transfers/Reassignment: Licensee's operations may be altered, expanded, or diminished. Licenses may be transferred, renegotiated or combined for use at an alternate or consolidated site not originally specified in the license, including transfers between agencies and sites. There will be no additional license or other transfer fees due, provided that (1) the maximum capacity of the consolidated machine is equal to the combined individual license capacity of all licenses running at the consolidated or transferred location or (2) if the maximum capacity of the consolidated server is greater than the individual license capacity being transferred, a logical or physical partition or other means of restricting access will be maintained within the computer system to restrict use and access to the software to that unit of licensed capacity solely dedicated to beneficial use for Licensee. If the maximum capacity of the consolidated machine is greater than the combined individual license capacity of all licenses running at the consolidated or transferred site, and a logical or physical partition or other means of restricting use is not available, the fees due the Contractor is to not exceed the fees otherwise payable for a single license for the upgrade capacity. 7.10.2.6 Restricted Use by Third Parties: Outsourcers, facilities management, service bureaus and employees of other services retained by Licensee will have the right to use the software licenses, maintenance and services to maintain Licensee's operations, including data processing, provided that (1) Licensee gives notice to the Contractor of such third party, site of intended use of the software licenses, maintenance and services, and Licensing Solutions Providers of Microsoft Software and Services ITN No. 07-43230000-L Page 62 of 74 means of access, (2)the third party has executed, or agrees to execute, the software licenses, maintenance and services manufacturer's standard nondisclosure or restricted use agreement, which agreement is to be accepted by the Contractor, and (3) the third party is to maintain a logical or physical partition within its computer system to restrict access to the program to that portion solely dedicated to beneficial use for Licensee. Licensee is to not be liable for any third party's compliance or noncompliance with the terms of the nondisclosure agreement, nor is to the nondisclosure agreement create or impose any liabilities on the State or the Licensee. Any third party with whom a Licensee has a relationship for a State function or business activity will have the temporary right to use software licenses, maintenance and services, provided that such use is to be limited to the period during which the third party is using the software licenses, maintenance and services for the function or activity. 7.10.2.7 Archival Backup: Licensee may use and copy the software and related documentation in conjunction with reproducing a reasonable number of copies for archival backup and disaster recovery procedures. 7.10.2.8 Confidentiality: The software is a trade secret, copyrighted and proprietary software licenses, maintenance and services. Licensee and its employees are not to disclose or otherwise distribute or reproduce any software to anyone other than as authorized under the Contract. Licensee is not to remove or destroy any of the Contractor's proprietary markings. 7.10.2.9 Restricted Use: Except as expressly authorized by the terms of license, Licensee is not to copy the software; cause or permit reverse compilation or reverse assembly of the software or any portion; or export the software in violation of any U.S. Department of Commerce export administration regulations. 7.10.2.10 Proof of License: The Contractor will provide to each Licensee that places a purchase order either(1) the Microsoft license confirmation certificates in the name of the Licensee, (2) a written confirmation from Microsoft accepting the software invoice as a proof of license. The Contractor will submit a sample certificate, or alternative confirmation, in a form acceptable to the Licensee, (3) an executed Contractor order document, or (4) access to an electronic file that documents all agency purchases. If an electronic file is provided, the file must maintain license proof of purchase throughout the term of the license agreement, including renewals of such agreement. Licensing Solutions Providers of Microsoft Software and Services ITN No. 07-43230000-L Page 63 of 74 The Contractor will be responsible for tracking licenses purchased and licenses owned by each agency/OEU; however, the agency/OEU will be responsible for tracking the deployment of each license purchased. 7.10.2.11 Audit of Licensed Usage: The Contractor or Microsoft may periodically audit, no more than annually and at its expense, use of software licenses at any site where a copy resides provided that (1) the Contractor gives Licensee at least thirty days written advance notice, (2) the audit is conducted during the Licensee's normal business hours, (3) the audit is monitored by a State Inspector General's office or designee or, for non-state agency Licensees, by an independent auditor chosen by mutual agreement of the Licensee and Contractor as follows: the Contractor is to recommend a minimum of three auditing/accounting firms, from which the Licensee is to select one; in no case will the Business Software Alliance, Software Publishers Association, or Federation Against Software Theft be recommended by the Contractor or used, directly or indirectly, to conduct audits, (4) the Contractor and Licensee will designate a representative who will be entitled to participate, who is to mutually agree on audit format, and who is to be entitled to copies of all reports, data, or information obtained from the audit, and (5) if the audit shows that the Licensee was not in compliance, the Licensee is to true-up (purchase) additional licenses necessary to bring it into compliance and will pay for the unlicensed software at the Contract price then in effect or, if none, then at the Contractor's U.S. commercial list price. Once such additional licenses and capacities are purchased, Licensee is to be deemed to have been in compliance retroactively, and Licensee is to have no further liability of any kind for the unauthorized use of the software licenses, maintenance and services. 7.10.2.12 Bankruptcy: The Contract is subject to the terms of section 365(n) of the United States Bankruptcy Code ("Code") if the Contractor files a bankruptcy petition. Contractor's failure to perform its continuing obligations may constitute a material breach of the Contract excusing performance by the Licensee. 7.10.2.13 Security: No Department data or information will be transferred or stored offshore or out of the United States of America. State agencies are encouraged to consult with their Information Security Officers to ensure compliance with Florida laws and rules. 7.11 Software Support The following information outlines the standard and optional support for all software proposed by the Respondent. Licensing Solutions Providers of Microsoft Software and Services ITN No. 07-43230000-L Page 64 of 74 7.11.1 Standard Support Contractors will provide the following levels of support, under the Contract: • Microsoft's standard software warranty; • Inside delivery, with buyer set-up and installation; • Corrective support—to assist in the resolution of identifiable and reproducible software problems. The Contractor will provide a toll free number at Microsoft for Customers to call for assistance with software issues that cannot be resolved by the Contractor and the Contractor is to work with the Customer and Microsoft to ensure the issue(s) are resolved; • Electronic software information —Provide access to software patches, a symptom solution database, software licenses, maintenance and services descriptions, specifications, technical literature, etc.; • Customer service windows—minimum of 8 hours a day, 5 days a week Monday —Friday, excluding State of Florida holidays; and • Toll-free number for Contractor Customer service. 7.11.2 Optional Support Optional Support that may be offered as value-added services on purchases such as: • Maintenance upgrades (Maintenance upgrades may be purchased at time of software purchase, at the end of a normal maintenance period, after a maintenance lapse, or at other appropriate times identified by Microsoft); • Software licenses, maintenance and services and documentation updates; • Software Training (for individual or software suites); • Installation services; • Annual review of software maintenance; and • Additional customer service coverage options such as: 0 24/7/365 0 Extended hours 0 After hours contact for emergency orders Optional support levels resulting in increased cost to Customers are to be clearly and separately identified on the Respondent's Vendor Price Sheet as part of the Value-add tab. Optional support is to also be offered at the same percentage discount rate as the awarded category of items to which the optional support is associated. 7.11.3 Software Training The Contractor may provide training for each type of Microsoft software proposed. All discount percentages or rates must be included on the Vendor Price Sheet on the Value-add tab. The Department will determine which training services proposed will be included in the contract award. After contract award, the Contract Administrator will Licensing Solutions Providers of Microsoft Software and Services ITN No. 07-43230000-L Page 65 of 74 have final approval as to which training services submitted on a Software licenses, maintenance and services Change Request form will be included in the Contractor's Catalog. Additionally, if Customers express a specific need for training not currently offered under the Contract, the Contract Administrator may request that the Contractor provide such training. 7.11.4 Value-added Services Value-added services may be offered by the Contractor. If offered, the Respondent must provide a detailed description, list price, corresponding discount and Florida price. Value-added services will be considered during the negotiation phase of the evaluation process. A separate tab has been provided on the Vendor Price Sheet for the purpose of consideration. Additional Value-added services may be submitted after contract award on the Product Update Form; however, the Contract Administrator will have final approval before the service may be marketed or sold to customers. 7.12 License Management Contractor will be responsible for managing all Microsoft software licenses sold under this contract and will be responsible for tracking all license expiration dates, potential renewals and maintenance options. Contractors may also offer any reporting capabilities that would allow Customers to view Customer specific information of all Microsoft software purchased under the Contract. If offered, Customer specific information will, at a minimum, include the following information: • Agency/OEU name; • Date of purchase; • Software title; • Number of licenses purchased; • License term; • License expiration date; • Name of individual who placed the order and any contact information available; and • Any other pertinent information. 7.13 Pricing and Minimum Orders The following sections provide guidance regarding pricing, discount rates, minimum orders and promotional pricing requirements. 7.13.1 Microsoft's Florida ERP Price List Microsoft has provided to the Department an initial ERP price List. Upon award and for the term of the contract, the LSP is to provide an updated ERP price list on a monthly basis or as often as Microsoft provides an updated ERP price list to the LSP. The Department may verify the ERP price list with Microsoft at any time to ensure that Licensing Solutions Providers of Microsoft Software and Services ITN No. 07-43230000-L Page 66 of 74 the price list provided by the LSP is accurate. All Microsoft software offered by the LSP must be included on the proposed Vendor Price Sheet for evaluation. Respondents are to include on the Vendor Price Sheet the Microsoft Florida ERP Level D price (government) or Florida ERP Level A (academic), the LSP discount rate off of the ERP Level price, and the resulting Florida price after the discount is applied, for each software license, maintenance and service proposed. Respondents must also indicate the pricing for the renewal years. 7.13.2 Pricing Pricing offered to the State of Florida for this solicitation is to be the best price available to the State and is to be comparable to or better than the best available pricing from similarly situated government entities. Other states similar in size and buying power to the State of Florida are California, New York, and Texas. Respondents must provide pricing for the initial contract term and pricing for the renewal term as required in subparagraph 287.057(1)(a)2, Florida Statutes. 7.13.3 Discount Rate The discount percentages submitted in the Respondent's Best and Final Offer(BAFO) during the negotiations phase will be considered the minimum discount offered and will be applied to all future Contract price lists for all State of Florida contract customers and is to be submitted to the Department for review and approval. The overall discount levels will remain firm for the term of the contract, including renewals. Volume discounts and promotions above the proposed discounts are acceptable and encouraged. Promotional discounts will not necessitate a contract modification of the reply discounts. All Microsoft software offered in the Respondent's reply must be offered at a discount off Microsoft's ERP Florida Level (Level D-Government and Level A-Academic) price list. All training, support, and other value-add items and services offered in this reply must be listed as a discount off of the LSP's current publically available price list. Pricing offered must be the best price available to the State of Florida and be comparable to or better than pricing offered to other similarly situated states such as California, New York and Texas. The Respondent may include additional discounts and tiered pricing, if applicable. NOTE: 1. The Department has requested that Microsoft lower the amount that the LSP pays to Microsoft in order to increase the discount rates for this contract. Discount rates from the Microsoft ERP price list under the current contract are as follows: a. Select Plus Agreements—27.90% b. Enterprise Agreements—27.25% Licensing Solutions Providers of Microsoft Software and Services ITN No. 07-43230000-L Page 67 of 74 c. Academic Agreements-23.40% d. Misc. —33.33% e. Additional discounts offered for large quantity orders The State expects to receive greater savings under the new Contract. Respondents are therefore encouraged to work with Microsoft to provide the very best pricing available to the State of Florida. After contract award, the Contractor may increase the discount rate at any time by submitting the Software licenses, maintenance and services Update Form to the Contract Administrator. 2. The Department will not be obligated to pay any costs not identified on the Vendor Price Sheet. 3. Any cost not identified in the Contract, but subsequently incurred by the Contractor in order to achieve successful operation, will be borne by the Contractor. 4. Vendor Price Sheets may be reproduced. 5. Contractors may expand items to identify all proposed services, training, maintenance, and other options as appropriate. 7.13.4 Minimum Orders There is to be no minimum order requirements for orders; however, Respondents may offer tiered discount pricing, volume discounts, or aggregated sales level discounts for Microsoft software purchases as appropriate. 7.14 Promotional Pricing All promotional pricing and/or subsequent increased discounts must be extended to all qualified purchase orders from Eligible Users received during the effective date of the price reduction or promotion. The State acknowledges that retail promotions offered to the general public on retail software will not apply to the discounts in this Contract. Any promotions offered in conjunction to this Contract will be specifically limited to the items that are listed in the Vendor Price List. 7.15 Price Adjustments Discounts proposed for Microsoft software licenses, maintenance and services are not to decrease for the entire Contract term, including renewals. If at any point during the Contract Microsoft reduces the LSP cost for software licenses or maintenance, the LSP shall pass on the additional savings to the Customers and shall submit a corrected Vendor Price List to the Contract Administrator. Contractor may offer price decreases at any time during the contract term, including renewal periods. Price increase requests are to be based upon the Producer Price Index (PPI) for Licensing Solutions Providers of Microsoft Software and Services ITN No. 07-43230000-L Page 68 of 74 Software Publishers, PCU5112-5112 and supplemented with documentation from Microsoft that demonstrates a price increase is justified, are limited to no more than one time per a twelve month period (i.e. each January or on contract anniversary), are subject to the Contract Administrator's approval, and is to not exceed more than 0.5 percent per year or a maximum of 2.0 percent over the life of the contract. If the PPI does not indicate an increase, then no price increase is to be allowed. Producer Price Index.Industry Data 5ermes Id: PCU5112--5112-- Industry: Software publishers Product: software publishers Base. Date: 200312 Download: 6M .xis Year Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Annual 2804` 99.4 100.5 .4 100.4 100 100.0' 100.2 99.8 99.7 '99.8 99.3 -' 98.6 99.9 _ 99.8 2005 98.8 99.5 99.3 99.9 99.4 99.7 99.2 99.7 100.7 100.8 100.6 100.3 99.8 2006 101.0 100.1 99.1 98.7 100.3 100.3 100.0 100.1 100.3 100.6 100.6 100.3 100.1 2007 99.5 99.9 99.9 10fl.1 99.6 99.4 99.5 99.9 99.5 99.4 99.4 99.3 99.6 200NB 99.8 99.6 101_0 101.7 101.0 100.2 101.4 101.7 99.4 101.0 101.6 100.4 100.7 2009 101.2 101.1 100.0 100.0 99.9 99.7 98.7 99.3 98.4 98.8 94.9 94.6 98.9 2010 94.4 94.4 94.61 94.41 94.22 93..6 93.8 94.1 94.0 93.9 93.8 93.9 94.1 2011 93.9 94.0 94.0 94.2 93.9 93.9 94.1 94.0 94.3 94.0 94.1 94.2 94.0 2012 94.7 94.11 93.0 92.4 92.1 92.1 92.1 92.0 93.0 92.7 91.5 91.6 92.6 2813 92.41 92.2 i 92.4 92.11 92.6 93.2 92.3 92.5 92.7 92.4 92.5 92.2 P 92.5[P} 2014 91.8(P) 92.9(P)I 92.8[P5 P :Preiiminary.All indexes are subs to revision four months alter original puhlic n-. The Department reserves the right to request additional savings at any time during the contract period based upon sales volume, changes in purchasing practices, changes in software models, or other reasons as appropriate. 7.16 New Product Additions New products within the scope of this solicitation may be considered for addition to the contract on a quarterly basis. All requests for approval will be made in writing using the Product Update form provided during the ITN process, and are to include software literature and pricing of new software, maintenance, or services may not be marketed as approved prior to written approval from the Contract Administrator. Acceptance of new software licenses, maintenance and services addition requests are contingent upon the successful submission of a complete and accurate quarterly sales report as identified in subsection 7.18, Reporting. Approval is solely within the discretion of the Department and must be within the scope of this ITN. 7.17 Product Deletions/Modifications Software and services may be updated in the form of product deletions or modifications on a quarterly basis. Software licenses, maintenance and services deletions must be identified in the Product Update form provided by the Contract Administrator. Product modifications must also Licensing Solutions Providers of Microsoft Software and Services ITN No. 07-43230000-L Page 69 of 74 be identified on the Product Update form and require approval of the Contract Administrator before changes can be implemented by the Contractor. Modifications may be in the form of changes to the product ID number, description or Microsoft price; however, the software/service discount rates must remain the same or better than the originally proposed discount rate, and must continually be competitive with pricing offered (the same as, or better than) to similarly situated states such California, New York and Texas. 7.18 Reporting Each Contractor must submit a sales report on a Quarterly basis. Reporting periods coincide with the State Fiscal Year: Quarter 1 - (July-September)— Due by October 31 Quarter 2- (October-December) —Due by January 31 Quarter 3- (January-March) —Due by April 30 Quarter 4- (April-June) — Due by July 31 Each Quarterly Sales Report must be in Excel format ("Contract Quarterly Report"form is to be provided by the Department) and is to include the following information: 1. Contractor's Name and contact information 2. Detail of time period covered by included data 3. Total sales including detail of list price and contract price 4. Transaction detail is to include the following: Transaction Detail Description of Detail Part Number/SKU Your software licenses, maintenance and services part number, if applicable Model Number/ Service Type Model number or description of type of service Software licenses, maintenance and Description of software licenses, maintenance services Description and services or service MFG Manufacturer, Publisher, Service Provider Item Category Description of the software licenses, maintenance and services category Item Subcategory Additional grouping for item Item /Service Name Given name of Item or Service Customer or Agency Name State Agencies, Universities, Political Subdivisions, Other Eligible Users United Nations Standard Software UNSPSC Code licenses, maintenance and services and Services Code (UNSPSC) UOM Unit of Measure Licensing Solutions Providers of Microsoft Software and Services ITN No. 07-43230000-L Page 70 of 74 UOM Description Description of unit of measure (see example) Volume Qty Number of items/services purchased/provided Order Date Order Date Date Delivered Delivered date to Customer Purchase Type Purchase Order, Payment Card, Other List Price List price (Market +fee contracts use market price) Total List Price List price times volume quantity Contract Price Contracted price with State of Florida per contract terms Total Contract Price Contract price times volume quantity Failure to provide quarterly and annual sales reports, including those indicating no sales, within thirty (30) calendar days following the end of each quarter(January, April, July and October) and the end of the Contract year may result in the Contractor being found in default and cancellation of the contract by the Department. Upon request, the Contractor will report to the Department spend data with certified and other minority business enterprises. Reports must include the period covered, the name, minority code and Federal Employer Identification Number of each minority vendor utilized during the period, commodities and services provided by the minority business enterprise, and the amount paid to each minority vendor on behalf of each Customer ordering under the terms of this contract. Initiation and submission of the Contract Sales Reports will be the responsibility of the Contractor without prompting or notification by the Contract Administrator. The Contractor will submit the completed Contract Sales Report forms by email to the Contract Administrator no later than the due date indicated above for each quarter. The State reserves the right to request additional information as needed. 7.19 Ordering Instructions Each Contractor will use the ordering instructions they provided per the ITN, subsection 4.4.1.1, Tab le. The completed information may be posted in MFMP and on the Department's contract web page to assist Customers in successfully placing orders with awarded Contractors. The Contractor may also consider offering a line item or punch-out catalog in MFMP to assist State agency Customers with software purchases. If Contractor desires to provide such catalog, the Contract Administrator will assist the Contractor in working with the MFMP team to ensure successful implementation. Licensing Solutions Providers of Microsoft Software and Services ITN No. 07-43230000-L Page 71 of 74 7.20 Financial and Other Consequences The following financial consequences will apply for nonperformance of the contract by a Contractor. The State reserves the right to withhold payment or implement other appropriate remedies, such as contract termination or nonrenewal, when the Contractor has failed to perform/comply with provisions of the Contract. These consequences for non-performance are not to be considered penalties. 7.20.1 Service Level Agreement (SLA) Performance State Agencies and OEUs may add financial consequences in their statements of work as a form of protection from the Contractor or failing to meet performance requirements within any negotiated SLA or purchase order. 7.20.2 Incorrect Price Quotes Customer quotes that are higher than the Department approved Florida Contract price will result in a financial consequence of an additional one percent discount off of the discount rate offered at the time of quote, which will be reflected on the revised quote to that Customer. If the Department becomes aware that incorrect pricing quotes continue even after the financial consequences have been applied on quotes to Customers, the Department reserves the right to institute additional corrective measures such as an increased discount rate of one percent for the Contract, contract suspensions or contract termination. 7.20.3 Third Party Audit Third party audit report findings that indicate LSP Vendor Price Sheets are not consistent or better than pricing or discounts accepted at Contract award may result in the following actions: Pricing identified in the third party pricing audit, (see subsection 6.23) not matching Microsoft ERP Florida Level D (government) or ERP Florida Level A (academic) pricing minus Contractor discount to Florida may result in a financial consequence of an additional one percent discount, per occurrence, for all contract pricing. Additional discount rates will be cumulative. If LSP is determined to have more than four occurrences during the term of the Contract, the Contract may not be renewed, or may be suspended or terminated. 7.21 Subcontractors The Contractor may use a subcontractor in order to provide adequate services and training of any software proposed. The decision to allow subcontractors is at the sole discretion of the Contractor. If approved, all subcontractors are to be the direct responsibility of the Contractor that entered into such subcontract. The Contractor is responsible for all liability, terms and conditions within the contract. If a subcontractor is authorized to conduct business on behalf of Licensing Solutions Providers of Microsoft Software and Services ITN No. 07-43230000-L Page 72 of 74 the Contractor and the subcontractor is to receive compensation from the Contractor for its services, then any dispute between the Contractor and the subcontractor is to be resolved between the Contractor and the subcontractor. The State of Florida is not a party to any agreement entered into between the Contractor and its subcontractor(s). The Contractor is responsible to report all contract sales (and pay any associated MFMP transaction fees), including those of any such subcontractors and the Contractor is to ensure that all such subcontractors meet the following requirements: • Have an ACTIVE Registration with the Department of State, Division of Corporations (www.sunbiz.org] • Registered in the MFMP Vendor Information Portal (https://vendor.myfloridamarketp lace.com) • Not be on the State of Florida's Convicted, Suspended, or Discriminatory lists http://www.dms.myflorida.com/business operations/State purchasing/vendor informatio n/convicted suspended discriminatory complaints vendor lists • Have a copy of e-Verify Status on file • Have a current W-9 filed with the Florida Department of Financial Services (https://flvendor.mvfloridacfo.com) THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK. Licensing Solutions Providers of Microsoft Software and Services ITN No. 07-43230000-L Page 73 of 74 8 Addenda This section contains all addenda to this solicitation. Addenda to the solicitation will be made in accordance with subsections 2.5 and 2.6 of this solicitation. THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK. Licensing Solutions Providers of Microsoft Software and Services ITN No. 07-43230000-L Page 74 of 74 Message Board Questions and Answers Addendum No. 1 State of Florida Department of Management Services INVITATION TO NEGOTIATE Licensing Service Providers of Microsoft Software and Services ITB No.: 07-43230000-L February 3, 2015 Addendum 1 includes the responses to the Message Board questions posted in My Florida MarketPlace and revised solicitation information. Message Board Responses See attached document below for a complete list of message board questions and their associated response. • Section 6.28, Public Records, is replaced, with the following: If, under this contract, the Contractor is providing services and is acting on behalf of the Department as provided under section 119.011(2), Florida Statutes, the Contractor, subject to the terms of section 287.058(1)(c), Florida Statutes, and any other applicable legal and equitable remedies, shall: (a) Keep and maintain public records that ordinarily and necessarily would be required by the Department in order to perform the service. (b) Provide the public with access to public records on the same terms and conditions that the Department would provide the records and at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law. (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. (d) Meet all requirements for retaining public records and transfer, at no cost, to the Department all public records in possession of the Contractor upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the Department in a format that is compatible with the information technology systems of the Department. The Department may unilaterally cancel this Contract for refusal by the Service Provider to comply with this section by not allowing public access to all documents, papers, letters, or other material made or received by the contractor in conjunction with the contract, unless the records are exempt from s. 24(a) of Art. I of the State Constitution and s.119.07(1), Florida Statutes. Please see section 4.6, Redacted Submissions, for additional guidance with regard to public records requests. • Section 7.13.1, Microsoft's Florida ERP Price List, is revised to the following: Microsoft has provided to the Department an initial ERP price list for Florida Level D (Government)and Florida Level A (Academic). Vendors invited to the n n stage of this pruourement will provide updated ERP lists. Upon award and for the term of the contract,the LSP rs-te will provide a-+-updated ERP price lists, at a minimum on nr as often as R AiGFGGGft r.rr�� des updated Epp Fie Pict a��`-quarterly basis. m-��r,�T,�a�„�„�e� �« ��--�,�C-„� to t . The Department may verify the ERP price lists with Microsoft at any time to ensure that the price lists provided by the LSP+s- are accurate Respondents accepted to the negotiation phase will provide pricing for&All Microsoft software offered by the LSP must be iRG1 ,ded on the nr Vendor Price Sheet-4-4 c-va4jat+ _ Respondents in the negotiation phase aFe to will include on the Vendor Price Sheet 11 the Microsoft Florida ERP Level D price(Ggovernment),2) theme Florida ERP Level A Lacademic),3)the LSP discount rate off of the ERP !�--€:vel price (one discount rate for each tab (Government Select Plus, Government Enterprise (cloud and subscription may have a separate discount rate), (academic Select Plus, Academic EES, Media, anti Value-added Services)),and 4) the resulting Florida price after the discount is applied, for each software license, maintenance and service proposed. Respondents must also indicate the pricing for the renewal years_ • Section 7.10.2.4, Technical Support and Maintenance. Paragraph three is amended as follows: The Licensee may discontinue maintenance at the end of any current maintenance term upon notice to the Contractor, the maintenance term will not automatically renew- If the Licensee does not initially acquire_maintenance but subsequently chooses to to €t,- or if licensee discontinues maintenance; and subsequently chooses it to be re6nstated, the LlY/1.nsee m1a-1f a3t any lateF time TdARstate lYlainteicialRG GF#, 4 2RY, Feq nicer- in erddar to bring the se#waFe up to the Q.errant rnthuAro yAr �r.n may have t0 purchase a new license and software assurance if the maintenance was not covered under the initial upgrade rights_ Chapter 215, Florida Statutes prohibits State agencies from paying for any software licenses, maintenance and services not received. Therefore,the State will not pay a reinstatement fee if during the time of maintenance lapse no software updates, bug fixes or patches were provided for that software to other customers. • Section 7.15, Price Adjustments, is stricken in its entirety, except for the following: The Department reserves the right to request additional savings at any time during the contract period based upon sales volume, changes in purchasing practices, changes in software models, or other reasons as appropriate. • Attachment 8, Savings-Reduction Verification form, is not required until contract award. • Cover sheet has been revised to correct the reply due date. • The Vendor Checklist is revised to add Capacity to Tab 1. 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Question 8—Vendor agrees to submit annually the Preferred Pricing Affidavit Question 9—Vendor has an active registration with DOS (MFMP Fees and open reports must be resolved prior to contract award.) Response as required in section 4.4 of the ITN • Tab 1 Company Information o Company name and address o Company's principle place of business o Executive summary of the bid o Attachment 1, Contractor Information Worksheet o Attachment 2, Ordering Instructions Form Completed Authorization to do business in Florida o Capacity information • Tab 2 Experience and Ability o Brief history of the company o Company's organizational chart o Prior work experience o LSP experience o Microsoft Certification Training o Expertise ■ Knowledge of Microsoft Licensing and Agreements ■ Attachment 3, Microsoft Core competencies ■ Attachment 4, Software Publisher's Certification ■ Knowledge of government agencies ■ License Management ■ Subject Matter Expertise • Customer Service ■ Training and Instruction ■ Transition Plan o Reply to Section Seven • Tab 3 References/ Past Performance o Attachment 5 (five references) • Tab 4 Disputes o Contract disputes provided Microsoft LSP ITN No.07-43230000-L • Tab 5 Financial and Industry Standing and Strength o Company financial statements for the last three (3) years o Attachment 6, Vendor Price Sheet(submitted during negotiations) o Attachment 7, Preferred Pricing Affidavit o Attachment 8, Savings/Price Reductions • Tab 5 Other Required Information o DOS Registration form (statement of good standing) o Certifications ■ Attachment 9, Certified Drug-Free Workplace ■ Certification of Minority Business ■ Certification of Wartime or Service Disabled Veteran o Three Purchase Orders/Invoices o E-Verify Information o Attachment 10, Emergency Situations form o Attachment 11, Scrutinized Company form • Redacted Copies • Product Literature or other information, if applicable Microsoft LSP ITN No.07-43230000-L Addendum No. 2 State of Florida Department of Management Services INVITATION TO NEGOTIATE Licensing Service Providers of Microsoft Software and Services ITB No.: 07-43230000-L March 5, 2015 Addendum 2 extends the Timeline of Events in section 2.2 of the ITN as attached: FAILURE TO FILE A PROTEST WITHIN THE TIME PRESCRIBED IN §120.57(3), FLORIDA STATUTES, OR FAILURE TO FILE A BOND OR OTHER SECURITY WITHIN THE TIME ALLOWED FOR FILING A BOND SHALL CONSTITUTE A WAIVER OF PROCEEDINGS UNDER CHAPTER 120, FLORIDA STATUTES Section 2.2, Timeline of Events, Revised Event Time Date Solicitations Notification posted in the VBS 12/17/2014 Solicitation Opens in MFMP in Preview Mode Public Meeting: Pre-Reply Conference and MFMP Training Non-Mandatory for Respondents 2:00 p.m. 01/09/2015 Betty Easley Conference Center 4050 Esplanade Way, room 101 Tallahassee, FL 32399 Last day to register as a new MFMP vendor and join the event before question submission 2:00 p.m. 01/16/2015 deadline. Question Submission Deadline 2:00 p.m. 01/20/2015 Anticipated Date of Questions and Answers 02/03/2015 Addendum Respondents May Begin Submitting Replies 2:00 p.m. 02/03/2015 Last day to register as a new MFMP vendor and 2:00 p.m. 02/20/2015 join the event before replies are due. Replies Due in MFMP Sourcing 2:00 p.m. 02/24/2015 Public Meeting: Reply Opening Non-Mandatory for Respondents 2:01 p.m. 02/24/2015 4050 Esplanade Way, room 335K Tallahassee, FL 32399 Public Meeting: Evaluation Team Recommendation to Stage 2, Negotiations Non-Mandatory for Respondents 2:30 p.m. 0 ' 4/1/2015 4050 Esplanade Way, room 101 Tallahassee, FL 32399 Anticipated posting of negotiation vendors 03/26/2016 4/15/2015 Negotiation Sessions 4/27/2015- 5/15/2015 Section 2.2, Timeline of Events, Revised Event Time Date Public Meeting: Negotiation Team Recommendation to Award Non-Mandatory for Respondents 2:00 p.m. 5/19/2015 4050 Esplanade Way, room 101 Tallahassee, FL 32399 Anticipated date to post Notice of Intent to Award. On or about 05l1 5 6/2/2015 Anticipated Contract Start Date On or about 04�' /204-�i 7/6/2015 Addendum No. 3 State of Florida Department of Management Services INVITATION TO NEGOTIATE Licensing Service Providers of Microsoft Software and Services ITB No.: 07-43230000-L May 19, 2015 Addendum 3 extends the Timeline of Events in section 2.2 of the ITN as attached: FAILURE TO FILE A PROTEST WITHIN THE TIME PRESCRIBED IN §120.57(3), FLORIDA STATUTES, OR FAILURE TO FILE A BOND OR OTHER SECURITY WITHIN THE TIME ALLOWED FOR FILING A BOND SHALL CONSTITUTE A WAIVER OF PROCEEDINGS UNDER CHAPTER 120, FLORIDA STATUTES Section 2.2, Timeline of Events, Revised Solicitations Notification posted in the VBS 12/17/2014 Solicitation Opens in MFMP in Preview Mode Public Meeting: Pre-Reply Conference and MFMP Training Non-Mandatory for Respondents 2:00 p.m. 01/09/2015 Betty Easley Conference Center 4050 Esplanade Way, room 101 Tallahassee, FL 32399 Last day to register as a new MFMP vendor and join the event before question submission 2:00 p.m. 01/16/2015 deadline. Question Submission Deadline 2:00 p.m. 01/20/2015 Anticipated Date of Questions and Answers 02/03/2015 Addendum Respondents May Begin Submitting Replies 2:00 p.m. 02/03/2015 Last day to register as a new MFMP vendor and 2:00 p.m. 02/20/2015 join the event before replies are due. Replies Due in MFMP Sourcing 2:00 p.m. 02/24/2015 Public Meeting: Reply Opening Non-Mandatory for Respondents 2:01 p.m. 02/24/2015 4050 Esplanade Way, room 335K Tallahassee, FL 32399 Public Meeting: Evaluation Team Recommendation to Stage 2, Negotiations Non-Mandatory for Respondents 2:30 p.m. 03�1 1/2016 4/1/2015 4050 Esplanade Way, room 101 Tallahassee, FL 32399 Anticipated posting of negotiation vendors 03i25/2 4/15/2015 Negotiation Sessions 4/27/2015- 5/15/2015 Section 2.2, Timeline of Events, Revised Event Time Date Public Meeting: Negotiation Team Recommendation to Award 04i2g/201 5/1 5 Non-Mandatory for Respondents 2:00 p.m. TB© 4050 Esplanade Way, room 101 Tallahassee, FL 32399 Anticipated date to post Notice of Intent to Award. On or about 95/1 5 64/204 TBD 7r6 � Anticipated Contract Start Date On or about TBD ADDENDUM NO. 4 State of Florida Department of Management Services Invitation to Negotiate (ITN) No. 07-43230000-L Licensing Solutions Providers of Microsoft Software and Services August 28, 2015 FAILURE TO FILE A PROTEST WITHIN THE TIME PRESCRIBED IN §120.57(3), FLORIDA STATUTES, OR FAILURE TO FILE A BOND OR OTHER SECURITY WITHIN THE TIME ALLOWED FOR FILING A BOND SHALL CONSTITUTE A WAIVER OF PROCEEDINGS UNDER CHAPTER 120, FLORIDA STATUTES. Added or new language to the ITN is highlighted in yellow underlined and bolded below. And language that is deleted is highlighted in ye4 Gw and stricken through below. Change No. 1: A change to section 2.2 of the ITN updates the date for the "Public Meeting — Negotiation Team Recommendation. 2.2 Timeline of Events The table below contains the Timeline of Events for this solicitation. The dates and times within the Timeline of Events may be subject to change. It is the responsibility of the Respondent to check for any changes to the Timeline. All changes to the Timeline of Events, if any, will be made by issuing addenda to the solicitation. Timeline of Events Event Time Event Date Solicitations Notification posted in the VBS 12/17/2014 Solicitation Opens in MFMP in Preview Mode Public Meeting: Pre-Reply Conference and MFMP Training Non-Mandatory for Respondents 2:00 p.m. 01/09/2015 Betty Easley Conference Center 4050 Esplanade Way, room 101 Tallahassee, FL 32399 Last day to register as a new MFMP vendor and join the event before question submission 2:00 p.m. 01/16/2015 deadline. Question Submission Deadline 2:00 p.m. 01/20/2015 Timeline of Events Event Time Event Date (EDT) Anticipated Date of Questions and Answers 02/03/2015 Addendum Respondents May Begin Submitting Replies 2:00 p.m. 02/03/2015 Last day to register as a new MFMP vendor and 2:00 p.m. 02/20/2015 join the event before replies are due. Replies Due in MFMP Sourcing 2:00 p.m. 02/24/2015 Public Meeting: Reply Opening Non-Mandatory for Respondents 2:01 p.m. 02/24/2015 4050 Esplanade Way, room 335K Tallahassee, FL 32399 Public Meeting: Evaluation Team Recommendation to Stage 2, Negotiations Non-Mandatory for Respondents 2:30 p.m. 4/1/2015 4050 Esplanade Way, room 101 Tallahassee, FL 32399 Anticipated posting of negotiation vendors 4/15/2015 Negotiation Sessions 4/27/2015- 5/15/2015 Public Meeting: Negotiation Team 0�i2a�5&1912015 Recommendation to Award Non-Mandatory for Respondents 2:00 p.m. TII�D 4050 Esplanade Way, room 101 Tallahassee, FL 32399 09/8/2015 0511312015& 5 Anticipated date to post Notice of Intent to Award. On or about TBD 0618412015 7160015 Anticipated Contract Start Date On or about TBD ADDENDUM NO. 5 State of Florida Department of Management Services Invitation to Negotiate (ITN) No. 07-43230000-L Licensing Solutions Providers of Microsoft Software and Services September 8, 2015 FAILURE TO FILE A PROTEST WITHIN THE TIME PRESCRIBED IN §120.57(3), FLORIDA STATUTES, OR FAILURE TO FILE A BOND OR OTHER SECURITY WITHIN THE TIME ALLOWED FOR FILING A BOND SHALL CONSTITUTE A WAIVER OF PROCEEDINGS UNDER CHAPTER 120, FLORIDA STATUTES. Added or new language to the ITN is highlighted in yellow underlined and bolded below. And language that is deleted is highlighted in ye4Gw and stricken through below. Change No. 1: A change to section 2.2 of the ITN updates the date for the Public Meeting— Negotiation Team Recommendation. The Public Meeting scheduled for Tuesday, September 8, 2015 has been postponed until further notice. 2.2 Timeline of Events The table below contains the Timeline of Events for this solicitation. The dates and times within the Timeline of Events may be subject to change. It is the responsibility of the Respondent to check for any changes to the Timeline. All changes to the Timeline of Events, if any, will be made by issuing addenda to the solicitation. Timeline of Events Event Time Event Date (EDT) Solicitations Notification posted in the VBS 12/17/2014 Solicitation Opens in MFMP in Preview Mode Public Meeting: Pre-Reply Conference and MFMP Training Non-Mandatory for Respondents 2:00 p.m. 01/09/2015 Betty Easley Conference Center 4050 Esplanade Way, room 101 Tallahassee, FL 32399 Last day to register as a new MFMP vendor and join the event before question submission 2:00 p.m. 01/16/2015 deadline. Timeline of Events Event Time Event Date (EDT) Question Submission Deadline 2:00 p.m. 01/20/2015 Anticipated Date of Questions and Answers 02/03/2015 Addendum Respondents May Begin Submitting Replies 2:00 p.m. 02/03/2015 Last day to register as a new MFMP vendor and 2:00 p.m. 02/20/2015 join the event before replies are due. Replies Due in MFMP Sourcing 2:00 p.m. 02/24/2015 Public Meeting: Reply Opening Non-Mandatory for Respondents 2:01 p.m. 02/24/2015 4050 Esplanade Way, room 335K Tallahassee, FL 32399 Public Meeting: Evaluation Team Recommendation to Stage 2, Negotiations Non-Mandatory for Respondents 2:30 p.m. 4/1/2015 4050 Esplanade Way, room 101 Tallahassee, FL 32399 Anticipated posting of negotiation vendors 4/15/2015 Negotiation Sessions 4/27/2015- 5/15/2015 Public Meeting: Negotiation Team 0 29'25 911912015 Recommendation to Award T-8D Non-Mandatory for Respondents 2:00 p.m. 8912815 4050 Esplanade Way, room 101 Tallahassee, FL 32399 TBD 05/4 5 6/2/2015 Anticipated date to post Notice of Intent to Award. On or about TBD Q6/945 Anticipated Contract Start Date On or about TBD ADDENDUM NO. 6 State of Florida Department of Management Services Invitation to Negotiate(ITN) No. 07-43230000-L Licensing Solutions Providers of Microsoft Software and Services September 18, 2015 FAILURE TO FILE A PROTEST WITHIN THE TIME PRESCRIBED IN §120.57(3), FLORIDA STATUTES, OR FAILURE TO FILE A BOND OR OTHER SECURITY WITHIN THE TIME ALLOWED FOR FILING A BOND SHALL CONSTITUTE A WAIVER OF PROCEEDINGS UNDER CHAPTER 120, FLORIDA STATUTES. Added or new language to the ITN is highlighted in ely low underlined and bolded below. And language that is deleted is highlighted in ye4Gw and stricken through below. Change No. 1: A change to section 2.2 of the ITN updates the date for the "Public Meeting—Negotiation Team Recommendation. 2.2 Timeline of Events The table below contains the Timeline of Events for this solicitation. The dates and times within the Timeline of Events may be subject to change. It is the responsibility of the Respondent to check for any changes to the Timeline. All changes to the Timeline of Events, if any, will be made by issuing addenda to the solicitation. Timeline of Events Event Time Event Date (EDT) Solicitations Notification posted in the VBS 12/17/2014 Solicitation Opens in MFMP in Preview Mode Public Meeting: Pre-Reply Conference and MFMP Training Non-Mandatory for Respondents 2:00 p.m. 01/09/2015 Betty Easley Conference Center 4050 Esplanade Way, room 101 Tallahassee, FL 32399 Last day to register as a new MFMP vendor and join the event before question submission 2:00 p.m. 01/16/2015 deadline. Question Submission Deadline 2:00 p.m. 01/20/2015 Timeline of Events Event Time Event Date (EDT) Anticipated Date of Questions and Answers 02/03/2015 Addendum Respondents May Begin Submitting Replies 2:00 p.m. 02/03/2015 Last day to register as a new MFMP vendor and 2:00 p.m. 02/20/2015 join the event before replies are due. Replies Due in MFMP Sourcing 2:00 p.m. 02/24/2015 Public Meeting: Reply Opening Non-Mandatory for Respondents 2:01 p.m. 02/24/2015 4050 Esplanade Way, room 335K Tallahassee, FL 32399 Public Meeting: Evaluation Team Recommendation to Stage 2, Negotiations Non-Mandatory for Respondents 2:30 p.m. 4/1/2015 4050 Esplanade Way, room 101 Tallahassee, FL 32399 Anticipated posting of negotiation vendors 4/15/2015 Negotiation Sessions 4/27/2015- 5/15/2015 942->3�2015 51IW2015 Public Meeting: Negotiation Team TIRD Recommendation to Award Non-Mandatory for Respondents 3:00 p.m. 89i&201 5 4050 Esplanade Way, Room 101 Tallahassee, FL 32399 9/28/2015 0&1 3i2015 6 201 Anticipated date to post Notice of Intent to Award. On or about TBD 96 5 7!rr&201 5 Anticipated Contract Start Date On or about TBD FLORIDA DEPARTMENT OF MA NAGEMEW SERVICES MS state purchasing We serve those who serve F[wida AMENDMENT NO.: 1 Audits Licensing Solutions Providers (LSP) of Microsoft Software and Services State Term Contract No. 43230000-15-02 This Amendment ("Amendment")to the LSP of Microsoft Software and Services State Term Contract No. 43230000-15-02 ("Contract"), effective February 1, 2019, between the State of Florida, Department of Management Services ("Department") and SHI International Corporation ("Contractor"), collectively referred to herein as the "Parties."All capitalized terms used herein shall have the meaning assigned to them in the Contract unless otherwise defined herein. WHEREAS, the Parties agreed that the Contract may be amended by mutual agreement as provided in Section VI, "Amendments," of the Contract. THEREFORE, in consideration of the mutual promises contained below, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree to the following: I. The Contractor agrees to comply with the third-party audit and reporting requirements as stated in Section 38 of the Contract, Section 6.23 of the ITN,. The Parties agree this amendment is to provide further clarification on the third-party audit and reporting requirements and the Contractor agrees compliance with the Contract includes the following actions taken by Contractor: A. Provide to the Department all third-party audits, performed at least once per Quarter, utilizing the required Auditor Quarterly Sales Report Form, included as Attachment 1 of this Amendment and incorporated herein by reference. Attachment 1, Auditor Quarterly Sales Report Form, shall be the required format for all third-party audits submitted to the Department. Any submissions are subject to the approval and acceptance of the Department. Any deviation from the required format must be approved by the Department prior to submission. B. For all previously submitted third-party audits with due dates prior to this Amendment, Contractor agrees to resubmit these third-party audits to the Department in the required format referenced above in subsection I.A. of this Amendment no later than May 30, 2019. C. Provide all future third-party audits submitted in the format referenced in subsection I.A. 30 days following the end of each Quarter. The Quarters coincide with the State Fiscal Year as follows: Quarter 1 —July—September Quarter 2—October—December Quarter 3—January—March Quarter 4—April—June Licensing Solutions Providers (LSP) of Microsoft Software and Services State Term Contract No. 43230000-15-02 D. Instruct the third-party auditor, during the once per quarter audit, to identify any discrepancies between prices charged to customers and prices indicated on the Contractor's approved price sheets and memorialize any identified discrepancies in the Auditor Quarterly Sales Report Form submitted to the Department. The Contractor is to instruct the third-party auditor to include in the Auditor Quarterly Sales Report Form details regarding any discrepancies in price, including when an agency customer is overcharged and the amount of overcharges per agency, as well as the total amount of overcharges; E. Submit to the Department a plan for remedying any overcharges identified by the third- party auditor which includes reimbursing each state agency for the full amount the customer was overcharged. Such a plan will include: 1. A schedule for repayment of all previously identified overcharges, ensuring all impacted state agency customers are reimbursed the full amount owed; 2. A plan for avoiding any overcharges on future purchases under the Contract; and 3. A plan for reimbursement of any future overcharges incurred by state agencies on future purchases. II. All Auditor Quarterly Sales Report Forms are subject to the approval and acceptance of the Department. The Parties agree any Auditor Quarterly Sales Report not submitted in accordance with the requirements set forth in this Amendment will result in the following financial consequences: A. Failure to resubmit all outstanding third-party audits (those with due dates prior to this Amendment) in the accordance with the required format referenced in subsection I.A. by the May 30, 2019, deadline will result in a penalty of$1,000.00 per week until all audits are submitted in accordance with subsection I.A. B. Failure to submit any future third-party audits in accordance with the required format referenced in subsection I.A. within 30 days following the end of the Quarter, as identified in I.C., will result in a penalty of$1,000.00 per week until submitted in accordance with subsection LA III. Conflict. To the extent any of the terms of this Amendment conflict with the terms of the Contract, the terms of this Amendment shall control. IV. Warranty of Authority. Each person signing this Amendment warrants that he or she is duly authorized to do so and to bind the respective party. V. Effect. Unless otherwise modified by this Amendment, all terms and conditions contained in the Contract shall continue in full force and effect. This Amendment sets forth the entire understanding between the parties with regard to this subject matter hereof. Page 2 of 3 IN WITNESS WHEREOF, the parties have executed this Amendment by their duly authorized representatives. State of Florida: Contractor: Department of Management Services SHI International Corporation By: By: Name: David Clark Name: Title: Chief of Staff Title: Date: Date: Page 3 of 3 IN WITNESS WHEREOF the parties have executed this Amendment by their duly authorized representatives. State of Florida: Contractor: Department of ment ices SHI International Corp. By: By: Nam avid Clark Name: Natalie Castagno Title: Chief of Staff Title: Director of Contracts& RFPs Date: Yf I !� Date: 1f31/19 Page 3 of 3 N O Lf1 c-� i O O L1 O O rn m m ski O Z Qr V v C E Y 6i C � O CL c L v a � Y a a cn ,� t M a r Q U � (6 QIa � a ar �a E s z n a �s O ul al u E Ld ct a Z m (U N "C7 � 0 O q � C) q C4 / 6 2 § r_ d E cu $ 3 Ln � } / cu � � @ � A / 4-0 / . . . . e CL C: 7 a) E \ . U � 2 . \ \ /� j . / / \ kco O E \ / k p k �� d CL m >� \ � 7 x k / U \ \ _ § k / w i ^ ƒ C 3 0 . � FLORIDA DEPARTMENT OF MANAGEMENT SERVICES ,am state purchasing We serve[hose who serve Mori& AMENDMENT NO.: 2 Contract Renewal Licensing Solutions Providers (LSP) of Microsoft Software and Services State Term Contract No. 43230000-15-02 This Amendment ("Amendment") effective February 1, 2019, to the LSP of Microsoft Software and Services State Term Contract No. 43230000-15-02 ("Contract"), between the State of Florida, Department of Management Services ("Department") and SHI International Corporation ("Contractor") are collectively referred to herein as the"Parties."All capitalized terms used herein shall have the meaning assigned to them in the Contract unless otherwise defined herein. WHEREAS, the Contract began on February 1, 2016, and is scheduled to expire on January 31, 2019. WHEREAS, the Parties agreed that the Contract may be amended by mutual agreement as provided in section VI, "Amendments," of the Contract; and WHEREAS, the Parties agree to renew the Contract, pursuant to section 111, "Renewal Terms", of the Contract; THEREFORE, in consideration of the mutual promises contained below, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree to the following: I. Contract Renewal. The Contract is hereby renewed for a period of one (1) year, with a new contract expiration date of January 31, 2020, under the same terms and conditions. II. Conflict. To the extent any of the terms of this Amendment conflict with the terms of the Contract, the terms of this Amendment shall control. Ill. Warranty of Authority. Each person signing this Amendment warrants that he or she is duly authorized to do so and to bind the respective party. IV. Effect. Unless otherwise modified by this Amendment, all terms and conditions contained in the Contract shall continue in full force and effect. This Amendment sets forth the entire understanding between the parties with regard to this subject matter hereof. This space intentionally left blank. Licensing Solutions Providers (LSP) of Microsoft Software and Services State Term Contract No. 43230000-15-02 IN WITNESS WHEREOF, the parties have executed this Amendment by their duly authorized representatives. State of Florida: Contractor: Department of Management Services SHI International Corporation By: By: Name: David Clark Name: Title: Chief of Staff Title: Date: Date: Page 2 of 2 IN WITNESS WHEREOF, the parties have executed this Amendment by their duly authorized representatives. State of Florida: Contractor: Department of AUmgglement Services SHI International Corp. By: By: - d Name- avid Clark Name: Natalie Castagno Title: Chief of Staff Title: Director of Contracts&RFPs Date: V3� Date: 1/31/19 Page 2 of 2 AMY REAVILIN, CPA CLERK OF CIRCUIT COURT & COMPTROLLER 1 MONROE COUNTY,FLORIDA DATE. September 1, 2016 TO: Alan MacEachern, Director Information Technology ATTN: Maria Guerra Executive Assistant FROM: Cheryl Robertson Executive Aide to the Clerk of Court & Comptroller C �. At the August 17, 2016 Board of County Commissioner's meeting the Board granted approval and authorized execution of the following items; C16 Microsoft Volume License Agreement Renewal Approval of three (3) year renewal term for Microsoft Volume License Agreement under State of Florida Contract # 252-001-09-1 from SHl International Corp. Total cost for 36 month term is $408,439.53 annual cost $136,146,51 yearly. C 18 Microsoft Renewal for Fire Rescue approval of a three (3) year Microsoft Volume License Agreement under the State of Florida Contract # 252-001-09-1 from SHI International Corp. As provided in quotation# 11957789 total cost for 36 months$12,576.75 for an annual of$4,192.25 yearly. Enclosed is a duplicate original of the above mentioned for your handling. Should you have any questions,please feel free to contact our office. cc: County Attorney Finance File 500 Whitehead Street Suite 101,PO Box 1980,Key West,FL 33040 Phone:305-295-3130 Fax:305-295-3663 3117 Overseas Highway,Marathon,FL 33050 Phone:305-289-6027 Fax:305-289-6015 88820 Overseas Highway,Plantation Key,FL 33070 Phone:852-7145 Fax:305-852-7146 C.77 ate!i �� r �a BOARD OF COUNTY COMMISSIONERS County of Monroe �� h � I Mayor Heather Carruthers,District 3 Mayor Pro Tem George Neu gent,District 2 The Florida Keys y g g Danny L.Kolhage,District 1 David Rice,District 4 w Sylvia J.Murphy,District 5 County Commission Meeting August 17, 2016 Agenda Item Number: C.17 Agenda Item Summary #1952 BULK ITEM: Yes DEPARTMENT: Information Technology TIME APPROXIMATE: STAFF CONTACT: Alan MacEachern (305) 295-5110 N/A AGENDA ITEM WORDING: Approval of invoice to purchase additional Microsoft licenses and the first year of software assurance(maintenance). ITEM BACKGROUND: Monroe County licenses many software products from Microsoft under a repeating three year agreement titled an Enterprise Agreement (EA). Each EA identifies the licensing that at a minimum will be in place for the entire three year agreement. The current EA in place was approved by the board in July and September of 2013 (pricing mistake updated in September) and has been in effect from 9/1/2013 to 8/31/2016. Under terms of the EA, Monroe County has a responsibility to self report the usage of additional Microsoft products during year 2 and year 3 in what is called a true up process. This year Monroe County has done extensive licensing research in preparation for our new EA and has identified that Monroe County is using 49 more User Based Licenses ( access to file servers, exchange, and other internal tools) than currently licensed for plus 117 more PC licenses (operating system and Office) than originally licensed for. This invoice is the amount required to purchase those additional licenses and pay for the first year of software assurance (a type of maintenance). Ongoing maintenance costs on these items go down in the next EA. Monroe County BOCC is currently enrolled in the Microsoft Volume Licensing Program or Enterprise Agreement (EA) under the State of Florida Contract 4 252-001- 09-1 and has a contract with SHI International Corp. for Microsoft Licenses relating to our Microsoft Windows desktop environment(Operating System and Office),physical andvittual Microsoft servers, Microsoft SQL Server and tools such as Microsoft Project, Visio and Visual Studio. This is an incremental licensing cost to reflect increased usage of Microsoft products (primarily access to email for users and the cost of Windows and Office on PCs). PREVIOUS RELEVANT BOCC ACTION: 3 Year EA Approved on 07/17/13 - Item C40 -Pricing of$90,666.74 per year 3 Year EA Approved on 09/17/13 - Item C6 -Pricing updated because of pricing error to $117,815.11 per year CONTRACT/AGREEMENT CHANGES: Packet',Pg.475 C.77 N/A STAFF RECOMMENDATION: Approval DOCUMENTATION: SHI Quote- Year Three True Up - 11786928 Microsoft Enterprise Agreement - Multi Year Comparison FINANCIAL IMPACT: Effective Date: 09/01/2015 Expiration Date: 08/31/2016 Total Dollar Value of Contract: $58,239.99 Total Cost to County: $58,239.99 Current Year Portion: $58,239.99 Budgeted: Yes Source of Funds: Primarily Ad Valorem CPI: N/A Indirect Costs: N/A Estimated Ongoing Costs Not Included in above dollar amounts: Revenue Producing: No If yes, amount: Grant: No County Match: No Insurance Required: No Additional Details: REVIEWED BY: Alan MacEachern Completed 08/03/2016 9:27 AM Assistant County Administrator Christine Hurley Completed 08/03/2016 9:33 AM Christine Limbert Completed 08/03/2016 10:24 AM Budget and Finance Completed 08/03/2016 10:28 AM Maria Slavik Completed 08/03/2016 10:32 AM Kathy Peters Completed 08/03/2016 10:50 AM Board of County Commissioners Pending 08/17/2016 9:00 AM Packet,Pg.476 C.17.a Pricing Proposal Quotation#: 11786928 AW co Created On: Jun-23-2016 Valid Until: Aug-31-2016 N LO CL Monroe County Board of County Commissioners FL Inside Account Manager 7 w w � Alan MacEachern Bret Santucci Phone:(305)453-8792 290 Davidson Avenue Fax: Somerset, NJ 08873 Email: M acEachern-Alan@MonroeCounty-FL.Gov Phone: 800-543-0432 Fax: 732-868-6055 Email: Bret—Santucci@shi.com c All Prices are in US Dollar(USD) Product Qty Your Price Total (00 c 0 1 CoreCAL ALNG LicSAPk MVL UsrCAL 49 $174.42 $8,546.5E , Microsoft-Part#:W06-00445 Coverage Term: —Aug-31-2016 W W 2 OfficeProPlus ALNG LicSAPk MVL 117 $325.71 $38,108.07 Microsoft-Part#: 269-05623 W y Coverage Term: —Aug-31-2016 CL c 3 WINENTALNGUpgrdSAPkMVL 117 $99.02 $11,585.34 Microsoft-Part#: KV3-00381 Coverage Term: —Aug-31-2016 y 0 Total $58,239.9� N LO co 04 Additional Comments 00 P To process your order,you can e-mail your request to floridateam@shi.com.You can also fax it to 732-868-6055. Please include a contact e-mail address on all orders, as this is required by most vendors. Thanks! CL W "Are you interested in increasing employee productivity,conserving network bandwidth and protecting against today's complex web-based security threats, such as malicious code and keyloggers?If so, please call us to discuss how the Websense web and email filtering product offerings can help. Or, download a free trial version today at www.websense.com/shi. W H SHI Fed I D#22-3009648 SHI is a Certified Minority(Asian-Pacific)Large Account Reseller,specializing in the sale and distribution of academically priced W software, services, and hardware from a myriad of manufacturers... including Microsoft, Symantec/Veritas,Adobe,Trend Micro, Corel, McAfee, Novell, HP, CA, Inspiration, Riverdeep, Kingston and more. 0 The Products offered under this proposal are subject to the SHI Return Policy posted at www.shi.com/returnpolicV. unless there is an existing agreement between SHI and the Customer. c W v Packet Pg.477 Microsoft Volume Licensing Program Signature Form M13AIMBSA number Proposa(ID Agreement number 01E73902 Note: Enter the applicable active numbers associated with the documents below. Microsoft requires the associated active number be Indicated here,or listed below as new, For the purposes of this form, "Customer" can mean the signing entity, Enrolled Affiliate, Government Partner,Institution,or other party entering into a volume licensing program agreement. This signature form and all contract documents identified in the table below are entered into between the Customer and the Microsoft Affiliate signing, as of the effective date identified below. Contract Docillnent Number ot Code<Chooso Agreement> bocumenf Number or Code <Choose Aareement> Document Number or Code <Choose A reement> _ Document Number or Code <Choose A reemenl> Document Number or Code <Choose Agreement> J Document Number or Code Enterprise Enrollment X20-12057 <Choose Enrollment/Re istration> Document Number or Code <Choose EnrollmentfR islration> Document Number or Code <Choose Enrollment/Re istration> Document Number or Code <Chcose EnTollment/Registration> Document Number or Code Product Selection Form 0506169.004 PSF Document Descrt tion Document Number or Code Document Description Document Number or Code Document Desop on Document Number or Code Document Description Document Number or Code By signing below,Customer and the Microsoft Affiliate agree that both parties(1) have received,read and understand the above contract documents, including any websites or documents Incorporated by reference and any amendments and(2)agree to be bound by the terms of all such documents. Name of Entity(must be legal entity name)"Monr Signature" Printed First and Last Name"Heather Carruther Printed Title Mayor 74JEE Signature Date• q/l l,zol� ,Tex ID 20/ 'indicates required fiehi' ProgremSlgnForm(MSSIgn)(NA,LatAm)ExBRA,MLI(ENG)(Aug2014) Page 1 of * , Mlt _Soft rnqWrsjjnn AIC Signature Ak Printed First and Last Name Printed Title AUG 2 5 2016 Signature Date (dateMkmwftAffdiate gns) Shirley Snyder Agreement Effective Date L Microsoft Carporstlon (nay be ddRewt then MiaOwks ognahre dabs) Options!Znd Customer signature or Outsoureer signature(if applicable) Name of Entity Signature* Printed First and Last Name* ,qrj 1fACtA-CeV i6C-,11 Printed Titles" Signature Date* 'Indicates required field Name of Entity(must be legal entity name)* Signature* Printed First and Last Name" Printed Title Slgnatura Date* °lricFrcales rr�r��ired trekr If Customer requires physical media,additional contacts,or Is reporting multiple previous Enrollments, include the appropriate form(s)with this signature form, After this signature form is signed by the Customer,send it and the Contract Documents to Customers channel partner or Mlcrosoft aocount manager,who muet submit them to the following address. When the signature form Is tully execute by Mi=sofl,Cuotonw will receive a confirmation copy, Microsoft Corporation Dept.551,Volume licensing 8100 Nell Road,Sulte 210 Reno,Nevada ti9511-1137 USA Pm"rnSfgnFa m(MMignKµq,LaLAm)EA3RptiMU(ENG)M2014) Page 2 012 E �! Microsoft Volume Licensing Enterprise Enrollment State and Local Enterprise Enrollment number Framework 10 Mcrosort to comptoo) (f spok") Prevloua Enrollment number 5485094 (ResaNer to corr�otete) This Enrollment must be attached to a signature form to be valid. This Microsoft Enterprise Enrollment is entered into between the entities as identified in the signature form as of the effective date. Enrolled Affiliate represents and warrants it is the same Customer, or an Affiliate of the Customer, that entered into the Enterprise Agreement Identified on the program signature form, This Enrollment consists of: (1) these terns and conditions, (2) the terms of the Enterprise Agreement identified on the signature form,(3)the Product Selection Form, (4)any supplemental contact information form or Previous Agreement/Enrollment form that may be required, (5) any order submitted under this Enrollment. This Enrollment may only be entered into under a 2011 or later Enterprise Agreement. By entering into this Enrollment, Enrolled Affiliate agrees to be bound by the terms and conditions of the Enterprise Agreement. All terms used but not defined are located at hgtp11v w.microsoft e�qMflieensin, ritracts. In the event of any conflict the terms of this Agreement control. Effective date. If Enrolled Affiliate is renewing Software Assurance or Subscription Licenses from one or more previous Enrollments or agreements, then the effective date will be the day after the first prior Enrollment or agreement expires or terminates,Otherwise,the effective date will be the date this Enrollment Is accepted by Microsoft, Any reference to"anniversary date'refers to the anniversary of the effective date each year this Enrollment is in effect. Term. The Initial tenn of this Enrollment will expire on the last day of the month, 36 full calendar months from the effective date of the initial term, if the Enrollment is renewed, the renewal term will expire 36 full calendar months after the effective date of the renewal term.Any reference in this Enrollment to"day"will be a calendar day. Terms and Conditions 1. Definitions. Terms used but not defined In this Enrollment will have the definition in the Enterprise Agreement. The following definitions are used in this Enrollment: "Additional Product" means any Product identified as such In the Product Terms and chosen by Enrolled Affiliate under this Enrollment. Community'means the community consisting of one or more of the following: (1) a Government, (2) an Enrolled Affiliate using eligible Government Community Cloud Services to provide solutions to a Govemment or a qualified member of the Community,or(3)a Customer with Customer Data that'is subject to Government regulations for which Customer determines and Microsoft agrees that the use of Government Community Cloud Services is appropriate to meet Customer's regulatory requirements. Membership in the Community is ultimately at Microsoft's discretion, which may vary by Government Community Cloud Service. FA2015EnrGov(US)SLG(ENG)(Aug2015) Page 1 of 10 Document X20-12057 "Enterprise Online Service" means any Online Service designated as an Enterprise Online Service In the Product Terms and chosen by Enrolled Affiliate under this Enrollment. Enterprise Online Services are treated as Online Services,except as noted, "Enterprise Product" means any Desktop Platform Product that Microsoft designates as an Enterprise Product In the Product Terms and chosen by Enrolled Affiliate under this Enrollment. Enterprise Products must be licensed for all Qualified Devices and Qualified Users on an Enterprise-wide basis under this program. 'Expiration Date"means the date upon which the Enrollment expires. 'Federal Agency' means a bureau, office, agency, department or other entity of the United States Government. "Government" means a Federal Agency, State/Local Entity, or Tribal Entity acting In its governmental capacity. 'Government Community Cloud Services' means Microsoft Online Servloes that are provisioned in Mlcrosoft's multi-tenant date centers for exclusive use by or for the Community and offered in accordance with the National Institute of Standards and Technology (NIST) Special Publication 800-145. Microsoft Online Services that are Government Community Cloud Services are designated as such In the Use Rights and Product Terms. "Industry Device"(also known as line of business device)means any device that: (1)is not uaeable In its deployed configuration as a general purpose personal computing device(sucEl as a personal computer),a multWunction server,or a commercially viable substitute for one of these systems;and(2}only employs an industry or task-specific software program (e.g,a computer-aided design program used by.en architect or a point of&ale program)("IrxiustryProgrtamj. The device may Include features:snd functions deflved from Microsoft software or third-party software. If the device pefforms desktop functions(suet+ as e.(raal-,word processing, spreadsheets,,database, network or Internet browsing, or schedurng, or peFaonal finance), then the desktop functions; (1) may only be used for the purpose of,supporting the Industry Pndgram functionality; and (2) must be technically integrated with the Industry Program or employ technically enforced policies or architecture to operate only when used with the Industry Program functionality. 'Managed Device'means any device on which any Affiliate In the Enterprise directly or Indirectly controls one or more operating system environments.Examples of Managed Devices can be found In the Product Terms. "Qualified Device"means any device that is used by or for the benefit of Enrolled Affiliate's Enterprise and Is: (1)a personal desktop computer, portable computer.wofkstation. or similar device capable of rjnning Windows Pro locally(in a physical or virtual operating system envifonment),or(2)a device used to access a virtual desktop Infrastructure("VDI'). Qualified Devices do not Include any device that is: (1)designated at a server and not used as a personal computer,(2)an Industry Device,(3)not a Managed Device. At its option,the Enrolled Affiliate may designate any device excluded above(e.g.,Industry Device)that Is used by or for the benefit of the Enrolled Affiliate's Enterprise ass Qualified Device for all or a subset of Enterprise Products or Online Services the Enrolled Affiliate has selected, 'Quallfed User" means a person (e.g., employee, consultant, contingent staff) who: (1) Is a user of a Qualified Device, or (2) accesses any server software requiring an Enterprise Product Client Access License or any Enterprise Online Service. It does not include a person who accesses server software or an Online Service solely under a License Identified In the Qualified User exemptions in the Product Terms. 'Reseller means an entity authorized by Microsoft to resell Licenses under this program and engaged by an Enrolled AfNliate to provide pre-and post-transaction assistance related to this agreement; "Reserved License"means for an Online Service Identified as eligible for true-ups in the Product Terms, the License reserved by Enrolled Affiliate prior to use and for which Microsoft will make the Online Service available for activation. "'StaWLocal Entltyr means(1)any agency of a state or local government In the United States, or(2) any United States county, borough, commonwealth,city, munldpsllty,town,township, spedel purpose district, EA2015f~rxGov(US)SLG(ENG)(Aug2015) Pope 2 of 10 Doarnent x20.12057 or other similar type of governmental instrumentality established by the laws of Customer's state and located within Customer's state's jurisdiction and geographic boundaries. "Tribal Entity" means a federelly-recognized tribal entity performing tribal govemmental functions and eligible for funding and services from the U.S. Department of Interior by virtue of Its status as an Indian tribe. "Use Rights' means, with respect to any licensing program, the use rights or terms of service for each Product and version published for that licensing program at the Volume Licensing Site. The Use Rights supersede the terms of any end user license agreement (on-screen or otherwise) that accompanies a Product.The Use Rights for Software are published by Microsoft in the Product Terms.The Use Rights for Online Services are published in the Online Services Terms. 'Volume Llcensing Site'means htip:l/www.microsoft.comAlcensinglcontracts or a successor site. 2. Order requirements. a. Minimum Outer requirements. Enrolled Affiliate's Enterprise must have a minimum of 250 Qualified Users or Qualified Devices. The Initial order must include at least 250 Licenses for Enterprise Products or Enterprise Online Services. (1) Enterprise Commttment, Enrolled Affiliate must order enough Licenses to cover all Qualified Users or Qualified Devices, depending on the License Type, with one or more Enterprise Products or a mix of Enterprise Products and the corresponding Enterprise Online Services(as long as all Qualified Devices not covered by.a License are only used by users covered with a user License), (II) EnterprlsoiOnilne Services only. If no En(erprise Product is ordered, , then Enrolled Affiliate need only maintain at lealrt 250 Subscription Licenses for-tntarprise Online Services. b. Additional Products. Upon satisfying the minimum order requirements above, Enrolled Affiliate may order Additional Products and Services. c. Use Rights for Enterprise Products. For Enterprise Products,if a new Product version has more restrictive use rights than the version that Is current at the start of the applicable Initial or renewal term of the Enrollment, those more restrictive use rights will not apply to Enrolled Affiliate's use of that Product during that term, d. Country of usage. Enrolled Affiliate must specify the countries where Licenses will be used on its Initial order and on any additional orders. e. Reseilers. Enrolled Affillate must choose and maintain a Reseller authorized In the United States. Enrolled Affiliate will acquire its Licenses through its chosen Reseller.Orders must be submitted to the Reseller who will transmit the order to Microsoft. The Reseller and Enrolled Affiliate determine pricing and payment terms as between them,and Microsoft will Invoice the Reseller based on those terms.Throughout this Agreement the term"price'refers to reference prise. Reseliem and other third parties do not have authority to bind or Impose any obligation or liability on Microsoft. f. Adding Products. (1) Adding new Products not previously ordered. New Enterprise Products or Enterprise Online Services may be added at any time by contacting a Microsoft Account Manager or Reseller. New Additional Products,other than Online Services,may be used if an order is placed in the month the Product Is first used. For Additional Products that are Online Services,an Initial order for the Online Service is required prior to use, (II) Adding Licenses for previously ordered Products. Additional Licenses for previously ordered Products other than Online Services may be added at any time but must be Included in the next true-up order. Additional Licenses for Online Services must be ordered EA2015EnrGM(US)SLG(ENG)(Aug2015) Pa"3 or 10 Dooxmrvt x20-12057 prior to use, unless the Online Services are (1) Identified as eligible for true-up In the Product Terms or(2)included as part of other Licenses. g. True-up requirements. Enrolled Affiliate must submit an annual true-up order that accounts for any changes since the Initial order or last order. If there are no changes,then an update statement must be submitted instead of a true-up order. (1) Enterprise Products. For Enterprise Products, Enrolled Affiliate must determine the number of Qualified Devices and Qualified Users(if ordering user-based Licenses)at the time the true-up order Is placed and must order additional Licenses for all Qualified Devices and Qualified Users that are not already covered by existing Licenses, Including any Enterprise Online Services. (11) Add#Jonal Products. For Additional Products that have been previously ordered under this Enrollment, Enrolled Affiliate must determine the maximum number of Additional Products used since the letter of the initial order, the fast true-up order, or the prior anniversary date and submit a true-up order that accounts for any increase. (111)Online Services. For Online Services Identified as eligible for true-up In the Product Terms,Enrolled Affiliate may reserve the additional Licenses prior to use and payment may be deferred until the next true-up order. Microsoft will provide a report of Reserved Licenses In excess of existing orders to Enrolled Affiliate and its Reseller. Reserved Licenses will be Invoiced retroactively to the month In which they were reserved. (Iv)Subscription License reductions. Enrolled Affiliate may reduce the quantity of Subscription Licenses at the Enrollment anniversary date on a prospective basis If permitted In the Product Terms,as follows: 1) For Subscription.Licenses that are part of an Enterprise-wide purchase,Licenses may be reduced tf the total quantity of Licenses and Software fAswrance for an applicable group meets or exceeds the quantity of Qualified [Devices and Qualified Users (if ordering user-based Licenses)identified on the Product•Selection Form,and Includes any additional Qualified Devices and Qualified.Users added in any prior true-up orders. Step-up Licenses do not count towards this total count. 2) For Enterprise Online Services that are not a part of an Enterprise-wide purchase, Licenses can be reduced as long as the initial order minimum requirements are maintained. 3) For Additional Products available as Subscription Licensee, Enrolled Affiliate may reduce the Licenses. If the License count Is reduced to zero,then Enrolled Affiliate's use of the applicable Subscription License will be cancelled. Invoices will be adjusted to rafted any reductions In Subscription Licenses at the true-up order Enrollment anniversary date and effective as of such date. (v) Update statement.An update statement must be submitted instead of a true-up order If, since the Initial order or last true-up order, Enrolled Affiliate's Enterprise: (1) has not changed the number of Qualified Devices and Qualified Users licensed with Enterprise Products or Enterprise Online Services;and(2) has not Increased its usage of Additional Products. This update statement must be signed by Enrolled Affiliate's authorized representative. (vl)True-up order period. The true-up order or update statement must be received by Microsoft between 60 and 30 days prior to each Enrollment anniversary date. The third- year biwup order or update statement Is due within 30 days prior to the Expiration Date, and any license reservations within this 30 day period will not be accepted.Enrolled Affiliate may submit true-up orders more often to account for Increases in Product usage, but an annual true-up order or update statement must stilt be submitted during the annual order period. EA2015EnrGov(US)SLG(ENG)(Aug2015) Pape 4 or 10 Document x20-12057 (vii)Late true-up order.If the true-up order or update statement is not received when due: 1) Microsoft will Invoice Reseller for all Reserved Licenses not previously ordered and 2) Subscription License reductions cannot be reported until the following Enrollment anniversary date(or at Enrollment renewal,as applicable). h. Step-up Licenses.For Licenses eligible for a step-up under this Enrollment,Enrolled Affiliate may step-up to a higher edition or suite es follows: (1) For step-up Licenses included on an Initial o(der,Enrolled Affiiiate may order according to the true-up process. (11) If step-up Licenses are not Included on an initial order, Enrolled Affiliate may step-up Initially by following the process described in the Section titled"Adding new Products not previously ordered,'then for additional step-up Licenses, by folbwing the true-up order Process, 1. Clerical errors. Microsoft may correct clerical errors in this Enrollment, and any documents submitted wth or under this Enrollment, by providing notice by email and a reasonable opportunity for Enrolled Affiliate to object to the correction. Clerical errors Include minor mistakes, unintentional additions and omissions. This provision does not apply to material terms,such as the Identity,quantity or price of a Product ordered. j. Verifying compliance. Microsoft may, in its discretion and at its expense,verify compliance with this Enrollment as set forth in the Enterprise Agreement. 3. Prlcing. a. Price Levels. For both the Initial and any renewal term Enrolled Affiliate's Price.Level for all Products ordered under this Enrollment will be Level'D'throughout the term of the Enrollment. b. Setting Prices. Enrolled AMUste's prices for each Product or Service will be established by its Reseller. As long as Enrolled Affiliate continues to qualify for the,same price level,Microsoft's prices for Resellers for each Product or Service will be fixed throughout the applicable Initial or renewal Enrollment term. Price levels and Microsoft's prices to Resellers are reestablished at the beginning of the renewal term. However, If Enrolled Affiliate qualifies for a different price level during the applicable initial or ranewal term, Microsoft may at its discretion establish a new price level for future new orders either upon Enrolled Affilate's request or on its own Initiative.Any changes will be based upon price level rules In the Product Selection Form. 4. Payment terms, For the Initial or renewal order, Enrolled Affiliate may pay upfront or elect to spread its payments over the applicable Enrollment term. If an upfront payment Is elected, Microsoft will Involca Enrolled Affiliate's Reseller In full upon acceptance of this Enrollment. If spread payments are elected, unless indicated otherwise, Microsoft will Invoice Enrolled Affiliate's Reseller in three equal annual installments. The first Installment:will be Invoiced upon Microsoft's acceptance of this Enrollment and on each Enrollment anniversary date. Subsequent orders are Invoiced upon acceptance of the order and Enrolled Affiliate may elect to pay annually or upfront for Online Services and upfront for all other Licenses. 5. End of Enrollment term and terminadon. a. General.At the l xpiratlon Date,Enrolled Affiliste must Immedleely order and pay for Licenses for Products it has used but has not previously submitted an order, except as otherose provided in this Enrollment. b. Renewal Option. At the Expiration Date of the Initial term, Enrolled Affiliate can renew Products by renewing the Enrollment for one additional 36 full calendar month term or signing EA2016Enr-,"l1S)SLG(ENG)(&V2016) Peps 6 or 10 Dom~X20-12057 a new Enrollment. Microsoft must receive a Renewal Form, Product Selection Form, and renewal order prior to or at the Expiration Date.The renewal term will start on the day following the Expiration Date. Microsoft wail not unreasonably reject any renewal. Microsoft may make changes to this program that will make it necessary for Customer and Its Enrolled Affiliates to enter into new agreerneMs and Enrollments at renewal. c. If(Enrolled Affiliate elects not to renew. (1) Software Assurance. If Enrolled Affiliate elects not to renew Software Assurance for any Product under its Enrollment,than Enrolled Affiliate will not be permitted to order Software Assurance later without first acquiring a new License with Software Assurance. (11) Online Services ellglble foran Extended Term. For Online Services identified as eligible for an Extended Term In the Product Terms,the following options are available at the and of the Enrollment Initial or renewal term. i) Extended Term.Licenses for Online Services wiil automatically expire In accordance with the terms of the Enrollment.An extended term feature that allows Online Services to continue month-to-month ('Extended Term') Is available. During the Extended Term,Online Services will be Invoiced monthly at the then-Current published price for Enrolled Affiliate's price level as of the Expiration Date plus a 3%adminletrative fee for up to one year.if Enrolled Affiliate does want an Extended Term,Reseller must submit a tequest to Microsoft. Microsoft must receive the request not less than 30 days prior to the Expiration Date, 2) CBncellaflon during Extended Term.If Enrolled Affiliate has opted for the Extended Term and later determines not to continue with the Extented Term,'Reseller must submit:a noticeof cancellation for each Online Service. Candel(atlon"be effective at the",of the month following 30 days after Microsoft has receive d,3he notice. fill)Subscription Licenses and Online Services not eligible for an Extended Term. if Enrolled Affiliate elects not to renew,the Licenses will be cancelled and will terminate as of the Expiration Date. Any associated media must be urk(hotalled and destroyed and Enrolled Affiliate's Enterprise must discontinue use. Microsoft may request written certification to verify compliance. d. Termination for cause. Any termination for cause of this Enrollment will be subject to the 'Termination for cause" section of the Agreement. In addition, it shall be a breach of this. Enrollment ff Enrolled Affiliate or any Affiliate in the Enterprise that uses Government Community Cloud Services falls to most and maintain the conditions of membership In the definition of Community, e. Early termination. Any Early termination of this Enrollment will be subject to the "Early Termination'Section of the Enterprise Agreement. For Subscription Licenses,in the event of a breach by Microsoft, or if Microsoft terminates an Online Service for regulatory reasons,Microsoft wilt issue Reseller a credit for any amount paid in advance for the period after termination. 6. Government Community Cloud. a. Community requirements. If Enrolled Affiliate purchases Govemment Community Cloud Services, Enrolled Affiliate certifies that it Is a member of the Community and agrees to use Government Community Cloud Services solely in its capacity as a member of Me Community and, fvr eligible Govemment Community Cloud Services, for the benefit of and users that are members of the Community. Use of Government Community Cloud Services by en entity that la not a member of the Community or to Provide services to non-Community mernbers is strictly prohibited and could result in termination of Enrolled Affiliate's license(s) for Government Community Cloud Services without ranee. Enrolled Affiliate acknowledges that only Community EA2D15EnrC.ov(US)SLG(ENGXAu92o16) Pope a of 10 Domomrd X20-12057 members mey use Government Community Cloud Services. b. All terms and conditions applicable to non-Government Community Cloud Services also epply to their corresponding Government Community Cloud Services,except as otherwise noted in the Use Rights, Product Terns,and this Enrollment. c. Enrolled Affiliate may not deploy or use Government Community Cloud Services and corresponding non-Government Community Cloud Services In the some domain, d, Use Rights for Government Community Cloud Services. For Government Community Cloud Services, notwithstanding anything to the contrary in the Use Rights: (1) Government Community Cloud Services will be offered only within the United States. (II) Additional European Terms,as set forth In the Use Rights,will not apply. (ill)References to geographic areas in the Use Rights with respect to the location of Customer Data at rest, as set forth In the Use Rights, refer only to the United States. EM015&rGav(US)SCG(ENG)V4WO15) Pays 7 a 10 DOCUnWt X20-IZW Enrollment Details I. Enrolled Affiliate's Enterprlse. a. Identify which Agency Affiliates are Included In the Enterprise. (Required) Enrolled Affiliate's Enterprise must consist of entire offices, bureaus,agencies, departments or other entities of Enrolled Affiliate,not partial offices,bureaus,agencies,or departments,or other partial entities. Check only one box In this section. If no boxes are checked,Microsoft will deem the Enterprise to include the Enrolled Affiliate only. If more than one box Is checked, Microsoft will deem the Enterprise to include the largest number of Affiliates: ® Enrolled Affiliate only ❑ Enrolled Affiliate and all Affiliates ❑Enrolled Affrllate and the following Affiliate(s)(Only identify spec affiliates to be included If fewer then all Affiliates are to be Included In the Enterprise): ❑ Enrolled Affillate and all Affiliates,with following Affiliates)excluded: b. Please indicate whether the Enrolled Affiliate's Enterprise will include all new Affiliates acquired after the start of this Enrollment:Exclude future Affiliates 2. Contact lnfonnadon. Each party will notify the other In writing H any of the Information in the following contact information page($) changes. The asterisks (`) Indicate required fields, By providing contact Information, Enrolled Affiliate consents to fte use for purposes of administering this Enrollment by Microsoft,its Affiliates,and other parties that help administer this Enrollment, The personal Information provided In connection wRh this Enrollment will be used and protected in accordance with the privacy statement avaNable at 1 rnl r A. Primary contact. This contact Is the primary contact for the Enrollment from within Enrolled AMNate's Enterprise. This contact is also an Online Administrator for the Volume Licensing Service Center and may grant online access to others.The primary contact will be the default contact for all purposes unless separate contacts are Identified for specific purposes Name of entity(must be legal entity name)"Monroe County BOCC Contact name' First Alan Last MacEachern Contact emall address'MacEachem-Alen®MonrosCounty-FL.Gov Street address'102050 Overseas Hwy, Suite 222 City'Key Largo EA2015EnrWUS)SLG(ENG)(Aug2015) Ps"a or 10 Doosmd X20-12057 State/Province*Ft_ Postal code*33037-2763 (For U.S.addresses, please provide the zip+4,e.g.xxxxx-xxxx) Country*US Phone*305-2W5101 Tax ID *indicates mquM:d fields b. Notices contact and Online Administrator.This contact(1)receives the contractual notices, (2)is the Online Administrator for the Volume Licensing Service Center and may grant online access to others, and (3) Is authorized for applicable Online Services to add w reassign Licensee and step-up prior to a true-up order. ® some as primary contact(default H no information is provided below,even if the box is not checked). Contact name*First Last Contact email address* Street address* City* State/Province* Postal code* - (For U.S.addresses,please provide the zip+4,e.g.xxxxx-roar) Country* Phone* Language preference. Choose the language for notices. English ❑ This contact ie a third party (not the Enrolled Affiliate). Warning; This contact receives personally.•ItleMlfiabie Information of the Customer and its Affiliates. *Indicates required fields c. Online Services Manager.This contact is authorized to managd-the Online Services ordered under the Enrollment and (for applicable Online Service®)to add or reassign Licenses and step-up prior to a true-up order. ® Same as notices contact and Online Administrator (default K no Information Is provided below,even if box Is not checked) Contact nsnW:First Last Contact email address* Phone* ❑ This contact Is from a third party organization (not the entity). Warning: This contact receives personally Identifiable information of the entity. *Indicates required fields d. Reseller Information. Reseller contact for this Enrollment Is: Reseller company name* Street address(PO boxes will not be accepted)* city- Note/Province Postal code* Country* Contact name* Phone* Contact small address* *Indicates required fields EA2015EnKkMUS)SLG(ENG)(AAgi015) Ppe B d 10 Docurm t x20-12057 By signing below, the Reseller Identified above confirms that all Information provided in this Enrollment is correct. Slgnaturs' Printed name• Printed title" Date" 'Indicates required fields Changing a Reseller. If Microsoft or the Reseller chooses to discontinue doing business with each other, Enrolled Affiliate must choose it replacement Reseller. If Enrolled Affiliate or the Reseller intends to terminate their relationship,the initiating party must notify Microsoft and the other party using a form provided by Microsoft at least 90 days prior to the date on which the change is to take effect. e. If Enrolled Affiliate requires a separate contact for any of the following,attach the Supplemental Contact Information form. Otherwise, the notices contact and Online Administrator remains the default. (i) Additional notices contact (11) Software Asruranct manager (III)SubscripWna manager (Iv)Customer Support Manager(CSM)contact I Financing elections. Is a purchase under this Enrollment being financed through MS Financing? ❑Yes, ®,No. If a purchase under this Enrollment is financed through.M5 Financing,and Enrolled Affiliate chooses not to finance any associated taxes,It must pay these taxes directly to Microsoft. EA2015EnrWUS)SLG(ENG)(Aug2o15) Page 10 of 10 Document X20-12057 Enterprise Enrollment Product Selection Form Microsoft I Volume Licensing Propnaal ID r Enrollment Number L 0506169.004 Language English(Unked States) Enrolled wrflliata's Enterprise Products and Enterprise 8nffne Services summary for the Initial order: lIati•�cr/User— T CALLrCerisiny Prpfllo liJr,nti.rn,r tisers Fnlelpuse product Pfalrgrtn DP,VICBA f l aHp Model Enterprise Or n 442 f? Yes Usai-Llcensea Products rnlerpme Quantity Office Professional Plus Office Professional Pius 510 Otnce 365 Plans Office 365(Plan 133)Add On �p 20 Client Access License(CAL) Core CAL Core CAL 442 indowe Desktop 1. Windows Enterprise 05 Upgrade 510 Enrolled Afflllete's Product Quantities: Price ofoup _ t 2 3 4 Enterprise Products tmrce Professional Plus+ 010ni ArxAss License+ Cram Access Win E3+Win E5+ t'lmca 365 ProPlus+Office Ofte 365(Plans El,E3, Liverrie+Windows VAn VDA+ 365(Plans E3,E4 grid E5)+ C4 and E5)+Enterprise Irtme+EMS USI.+ Enterprise Cloud Enie,.rpnsrr Cloud Suite USL Cloud Suite USL nleipfee Cloud Suite USL Sulle USL ouorwity, 610 442 442 510 Enrolled Afflllate's Price Level: r00oct offering I Pool Price Level nlarprtse Products and Enterprise onllne Services USLs:Unless otherwise Indrated In assuWed coin racl oupreels.Price level set using the highest quantity from Groups t through 4, D AdclMonal Product Application PLO.Unless otherwise indiraied in associaled conlrad dacuments,Price level using quantity from Group 1, D Addltlansi Product Server Pool:Unless otherwise indicated in associated contract documents,Puce level set ueing the Ngfiesl quantity from Grpup 2 or 3 D Page 1 of 2 EA-EASProdSelForin(t/WVj(ENG) MS Quote Auto Enterprise Enrollment Product Selection Forin Microsoft I Volume Licensing A4krona;Product Syatnme p,Pm'Unless olharwlso Indicated in aseoclated contract documents.Pi ice level set mr%quantity from Group 4, Q NOTES Unless olharwlse Indicated in the associated contract docrments,the price level for each Product offering I pod Is eel as described above,based upon Me quantity to price level mapping below Quantity of Licenses and SoNware Assurance Price Level 2,399 end below A 2,400 to 5,999 B 6.000In 14,949 C 15.000 and above O Note 1:Enterprise Online Services may not be available In all locations Please see the Product Us((of a llst of focatfons where these insy be purchased. Note 1:ltnleus otherw}se ind,caled in associated Agreement documents,the CAL selection must be the same across the Enterprise for each Profile Note 3:Enrolled AfIlliate acknowledges that In order to udr.a third p,,ny to relmage the Midovre Operating System Upgrade,Enrolled inllatemust certify that it has acquired qualirying operating system licensee.The requirement applies to Wridown Enterprise 09 Upgrade.Sea the Product Ust for detells. f4srte 4:ElledAt nrotrlrale ecknowtrad0ee Ihal in order to use a third party to relmage the Wndowe Operating Syslem Upgrade,Enrolled 7rllaie must certify that it has acquired qualltying operating system license&,See the Product List for details Note b:Ir Enrdled Afflliale does not order an Ei+lofpvsC Product or Enterpilse Online Service associated with an applicable Product pool, f Ore price level for Additional Products in The same pool Wit be price level"A'ihroughaut the lean of the Enrollment,Refer to the Qualifying avernmenI Entity Addendum priring provision for more details on price leveling Page 2 of 2 EA-EASProdSelForm(AFM(ENG) MS Quote Aulo Document Revision Authorization By signing below, you agree to allow the SKI Microsoft Contracts audit team to make necessary changes and minor revisions to your Microsoft Enrollment including,but not limited to: • Correcting typographical errors R Adding/changing enrollment numbers e Adding/changing amendment numbers Additionally,you acknowledge and consent that: You will be notified of any change the SHI Microsoft Contracts team makes while submitting your Enrollment to Microsoft. e No alteration by the SHI Microsoft Contracts team will alter your terms and/or pricing for your Enrollment. Customer N,arne Monroe County BOCC CilFRll Customer Representa CLERk Customer Printed Name and Title ..� Heather Carruthers-Mayon Date l/lz0 Pricing Proposal Quotation* 12018878 Created On: Aug-09-2016 Valid Until: Aug-31-2016 Monroe County Board of County Commissioners FL Sales Operations Manager Alan MacEachern Eric Goodman Phone: 290 Davidson Ave Fax: Somerset,NJ 08873 Email: MacEachem-Alan@MonroeCounty-FL.Gov Phone:(908)902-0504 Fax: (732)868-6055 Email: Eric_Goodman@shi.com All Prices are in US Dollar(USD) Product City Your Price Total 1 CoreCAL ALNG SA MVL UsrCAL 442 $45.41 $20,071.22 Microsoft-Part#: 2 OfficeProPlus ALNG SA MVL 510 $92.17 $47,006,70 Microsoft-Part#: 3 1MNENT ALNG SA MVL 510 $40.64 $20,726.40 Microsoft-Part#, 4 SQLCAL ALNG SA MVL UsrCAL 150 $33.54 $5,031.00 Microsoft-Part#: 5 Off365PE3 ShrdSvr ALNG SubsVL MVL AddOn touserCoreCALw/OPP 20 $67.68 $1,353.60 Microsoft-Part#: 6 CISDataCtrALNG SA MVL 2Proc 2 $1,305.53 $2,611.06 Microsoft-Part#: 7 ExchgSvrEnt ALNG SA MVL 1 $650.31 $650.31 Microsoft-Part#: 8 PrjctALNGSAMVL 14 $105.52 $1,477.28 Microsoft-Part#: 9 PrjctPro ALNG SA MVL wl PrjctSvrCAL 2 $175.05 $350.10 Microsoft-Part#: 10 SfBSvr ALNG SA MVL 1 $585.69 $585.69 Microsoft-Part#: 11 SQLSvrStd ALNG SA MVL 5 $143.97 $719.85 Microsoft-Part#: 12 SQLSvrStdCore ALNG SA MVL 21-ic CoreLic 32 $575.87 $18,427.84 Microsoft-Part#: 13 SysCtrDatactr ALNG SA MVL 2Proc 10 $386,10 $3,861.00 Microsoft-Part#: 14 SysCtrStd ALNG SA MVL 2Proc 1 $142.33 $142.33 Microsoft-Part#: 15 VisioPro ALNG$A MVL 6 $89.98 $539.88 Microsoft-Part#: 16 VSProwMSDN ALNG SA MVL 2 $301.84 $603.68 Microsoft-Part#: 17 WinRmtDsktpSrvcsCAL ALNG$A MVL UsrCAL 5 $21.27 $106.35 Microsoft-Part#: 18 VVinSvrDataCtr ALNG SA MVL 2Proc 10 $988.96 $9,889.60 Microsoft-Part#: 19 WinSvrStd ALNG SA MVL 2Proc 14 $142.33 $1,992.62 Microsoft-Part#: 20 AzureMntryCommtmnt ShrdSvr ALNG SubsVL MVL Commit Provision 1 $0.00 $0.00 Microsoft-Part#: Total $136,146,51 Additional Comments To process your order,you can e-mail your request to floridateam@shi.com.You can also fax it to 732-868-6055. Please include a contact e-mail address on all orders,as this is required by most vendors.Thanks! "Are you interested in increasing employee productivity,conserving network bandwidth and protecting against today's complex web-based security threats,such as malicious code and keyloggers7 If so,please call us to discuss how the Websense web and email filtering product offerings can help.Or,download a free trial version today at www.websense.comishi. SHI Fed ID#22-3009648 SHI is a Certified Minority(Asian-Pacific)Large Account Reseller,specializing in the sale and distribution of academically priced software,services,and hardware from a myriad of manufacturers ...including Microsoft, SymanteclVeritas,Adobe,Trend Micro, Corel,McAfee, Novell,HP,CA,Inspiration,Riverdeep, Kingston and more. The Products offered under this proposal are subject to the Shll Return Policy posted at www.shi.com(refumnolicy, unless there is an existing agreement between SHI and the Customer. Microsoft Volume Licensing Program Signature Form MBAlMBSA number Proposal ID Agreement number 01 E73802 Note: Enter the applicable active numbers associated with the documents below. Microsoft requires the associated active number be Indicated here,or listed below as new. For the purposes of this form, 'Customer' can mean the signing entity, Enrolled Affiliate, Government Partner.tnOudon,or other party erterhV into a volume licensing program agreement. This signature form and all contract documents identified in the table below are entered into between the Customer and the Microsoft Affiliate signing,as of the effective date identified below. Contract Document Number or Code <Choose A reement> Document Number or Code <Choose A re rnent> Document Number or Code cChoose Agreement> Document Number or Code <Choose A reement> Document Number or Code <Choose A reement> Document Number or Code EMer rise Enrollment X20-12057 <Choose Enrollment/Registration> Document Number or Code <Choose Enrollment/R29istration> Document Number or Code <Choose Enroliment/Registration> Document Number or Code <Choose EnrollmenURRsistration> Document Number or Code Product Selection Form 05M170.005 PSF Amendment W29 New Document Descxi Lion Document Number or Code Document Description Document Number or Code Document Description Document Number or Code By signing below,Customer and the Microsoft AffGiate agree that both parties(1) have received, read and understand the above contract documents, including any websites or documents incorporated by reference and any amendments and(2)agree to be bound by the terms of all such documents. Name of Entity(must M,/ p;p— rMy Signature* Printed First and Last Name Heather Carruther k N Printed Title Mayor VILI R1t Slgnatu re Date* Q jj 12 G 1(p g Cat Tax ID ..� 24 715 indicates required Afield ProgremSignForm(MSSign)(NA,LatAm)ExBPkMLI(ENG)(Aug2Oi4) C Pape Id 2 Microsoft s Microso�� Signature Mi 99ft prjali Printed First and last dame rr±� Printed Title AU/V 2 5 20 6 Signature Date Shirley Snyder (date riAouseitAff0iftecountersigna) Duly Authorized on behalf of Agreement Effective Date (may be drfewt that AOcrasort's wgrtamm date) Optional 2^"Customer signature or Outsourcer signature(if applicable) Name of Entity(m t be legal entity e" , Signature* Printed First and Lest Name" Printed Titi Ifs Signature Date* indicates required field Name of Entity(must be legal entity namep Signature* Printed First and Last Name* Printed Title Signature Date* indicates required field If Customer requires physical media,additional contacts,or is reporting multiple previous Enrollments, Include the appropriate form(s)with this signature form. After this signature form is signed by the Customer,send it and the Contract Documents to Customers channel partner or Microsoft account manager,who must submit them to the following address. When the signature form is fully executed by Microsoft,Customer will receive a confirmation copy. Microsoft Corporation Dept.551,Volume Licensing 6100 Neil Road,Suite 210 Reno,Nevada 89511-1137 USA ProgranSignForm(MSSign)(NA,LatAm)ExBRA,MLI(ENG)(Aug2014) Page 2 of 2 Microsoft Volume Licensing Enterprise Enrollment State and Local Enterprise Enrollment number Framework ID (AlorosoR to corta*WJ (Yap kwe) Previous Enrollment rwmber 6027624 {RaseNer Ea cwnpiefe] This Enrollment must be attached to a signature form to be valid. This Microsoft Enterprise Enrollment is entered into between the entities as identified in the signature form as of the effective date. Enrolled Affiliate represents and warrants it is the same Customer,or an Affiliate of the Customer, that entered into the Enterprise Agreement identified on the program signature form. This Enrollment consists of: (1) these terms and conditlons, (2) the terms of the Enterprise Agreement identified on the signature form, (3)the Product Selection Form, (4) any supplemental contact information form or Previous Agreement/Enrollment form that may be required, (5) any order submitted under this Enrollment. This Enrollment may only be entered into under a 2011 or later Enterprise Agreement. By entering into this Enrollment, Enrolled Affiliate agrees to be bound by the terms and conditions of the Enterprise Agreement. All terms used but not defined are located at htt)pjtw v v.microsoft.comAicens r (contracts. In the event of any conflict the terms of this Agreement control. Effective date. If Enrolled Affiliate is renewing Software Assurance or Subscription Licenses from one or more previous Enrollments or agreements, then the effective bate will be the day after the first prior Enrollment or agreement expires or terminates.Otherwise,the effective date will be the date this Enrollment Is accepted by Microsoft. Any reference to'anniversary date"refers to the anniversary of the effective date each year this Enrollment is in effect. Term. The initial term of this Enrollment will expire on the last day of the month, 36 full calendar months from the effective date of the initial term. If the Enrollment is renewed, the renewal term will expire 36 full calendar months after the effective date of the renewal term.Any reference in this Enrollment to"day'will be a calendar day. Terms and Conditions 9. Definitions. Terms used but not defined in this Enrollment will have the definition in the Enterprise Agreement, The following definitions are used in this Enrollment: "Additional Product' means any Product identified as such in the Product Terms and chosen by Enrolled Affiliate under this Enrollment. "Community' means the community consisting of one or more of the following: (1) a Government, (2) an Enrolled Affiliate using eligible Government Community Cloud Services to provide solutions to a Government or a qualified member of the Community,or(3)a Customer with Customer Data that is subject to Government regulations for which Customer determines and Microsoft agrees that the use of Government Community Cloud Services is appropriate to meet Customers regulatory requirements. Membership in the Community is ultimately at Microsoft's discretion, which may vary by Government Community Cloud Service. EA2015EnrGov(US)SLG(ENG)(Aug2o15) Page 1 of 10 Document X20-12057 "Enterprise Online Service" means any Online Service designated as an Enterprise Online Service in the Product Terms and chosen by Enrolled Affiliate under this Enrollment. Enterprise Online Services are treated as Online Services, except as noted. "Enterprise Product" means any Desktop Platform Product that Microsoft designates as an Enterprise Product in the Product Terms and chosen by Enrolled Affiliate under this Enrollment. Enterprise Products must be licensed for all Qualified Devices and Qualified Users on an Enterprise-wide basis under this program. "Expiration Date"means the date upon which the Enrollment expires. "Federal Agency' means a bureau, office, agency, department or other entity of the United States Government. "Government" means a Federal Agency, State/Local Entity, or Tribal Entity acting in its governmental capacity. "Government Community Cloud Services" means Microsoft Online Services that are provisioned in Microsoft's multi-tenant data centers for exclusive use by or for the Community and offered in accordance with the National Institute of Standards and Technology (NIST) Special Publication 800-145. Microsoft Online Services that are Government Community Cloud Services are designated as such in the Use Rights and Product Terms. "Industry Device" (also known as line of business device) means any device that: (1) is not useable in its deployed configuration as a general purpose personal computing device(such as a personal computer), a multi-function server,or a commercially viable substitute for one of these systems;and(2)only employs an industry or task�specific software program (e.g. a computer-aided design program used by an architect or a point of sale program)("Industry Program"). The device may include features and functions derived from Microsoft software or third-party software. If the device performs desktop functions(such as email, word processing, spreadsheets, database, network or Internet browsing, or scheduling, or personal finance), then the desktop functions: (1) may only be used for the purpose of supporting the Industry Program functionality; and (2) must be technically integrated with the Industry Program or employ technically enforced policies or architecture to operate only when used with the Industry Program functionality. "Managed Device"means any device on which any Affiliate in the Enterprise directly or indirectly controls one or more operating system environments. Examples of Managed Devices can be found in the Product Terms. "Qualified Device" means any device that is used by or for the benefit of Enrolled Affiliate's Enterprise and is: (1)a personal desktop computer, portable computer, workstation, or similar device capable of running Windows Pro locally(in a physical or virtual operating system environment),or(2)a device used to access a virtual desktop infrastructure("VDI"). Qualified Devices do not include any device that Is: (1)designated as a server and not used as a personal computer,(2)an Industry Device,(3)not a Managed Device. At its option, the Enrolled Affiliate may designate any device excluded above(e.g., Industry Device) that is used by or for the benefit of the Enrolled Affiliate's Enterprise as a Qualified Device for all or a subset of Enterprise Products or Online Services the Enrolled Affiliate has selected. "Qualified User" means a person (e.g., employee, consultant, contingent staff) who: (1) is a user of a Qualified Device, or (2) accesses any server software requiring an Enterprise Product Client Access License or any Enterprise Online Service. It does not include a person who accesses server software or an Online Service solely under a License identified in the Qualified User exemptions in the Product Terms. "Reseller means an entity authorized by Microsoft to resell Licenses under this program and engaged by an Enrolled Affiliate to provide pre-and post-transaction assistance related to this agreement; 'Reserved License' means for an Online Service identified as eligible for true-ups in the Product Terms, the License reserved by Enrolled Affiliate prior to use and for which Microsoft will make the Online Service available for activation. 'State/Local Entity' means (1) any agency of a state or local government in the United States, or(2) any United States county, borough, commonwealth,city, municipality,town,township, special purpose district, EA2015EnrG0v(US)SLG(ENG)(Aug2015) Page 2 of 10 Document X20-12057 or other similar type of governmental instrumentality established by the laws of Customer's state and located within Customer's state's jurisdiction and geographic boundaries. 'Tribal Entity' means a federally-recognized tribal entity performing tribal governmental functions and eligible for funding and services from the U.S. Department of Interior by virtue of its status as an Indian tribe, "Use Rights' means, with respect to any licensing program, the use rights or terms of service for each Product and version published for that licensing program at the Volume Licensing Site. The Use Rights supersede the terms of any end user license agreement (on-screen or otherwise) that accompanies a Product.The Use Rights for Software are published by Microsoft in the Product Terms.The Use Rights for Online Services are published in the Online Services Terns. "Volume Licensing Site"means http:/Avww.microsoft,comA!censing/contracts or a successor site, 2. Girder requirements. a. Minimum Order requirements. Enrolled Affiliate's Enterprise must have a minimum of 250 Qualified Users or Qualified Devices. The initial order must include at least 250 Licenses for Enterprise Products or Enterprise Online Services. (1) Enterprise Commitment. Enrolled Affiliate must order enough Licenses to cover all Qualified Users or Qualified Devices, depending an the License Type, with one or more Enterprise Products or a mix of Enterprise Products and the corresponding Enterprise Online Services (as long as all Qualified Devices not covered by a License are only used by users covered with a user License). (11) Enterprise Online Services only. if no Enterprise Product is ordered, , then Enrolled Affiliate need only maintain at least 250 Subscription Licenses for Enterprise Online Services. b. Additional Products, Upon satisfying the minimum order requirements above, Enrolled Affiliate may order Additional Products and Services. c. Use Rights for Enterprise Products. For Enterprise Products, If a new Product version has more restrictive use rights than the version that is current at the start of the applicable initial or renewal term of the Enrollment, those more restrictive use rights will not apply to Enrolled Affiliate's use of that Product during that term. d. Country of usage. Enrolled Affiliate must specify the countries where Licenses will be used on its initial order and on any additional orders. e. Resellers. Enrolled Affiliate must choose and maintain a Reseller authorized in the United States. Enrolled Affiliate will acquire its Licenses through its chosen Reseller. Orders must be submitted to the Reseller who will transmit the order to Microsoft. The Reseller and Enrolled Affiliate determine pricing and payment terms as between them,and Microsoft will invoice the Reseller based on those terms.Throughout this Agreement the term'price"refers to reference price. Resellers and other third parties do not have authority to bind or impose any obligation or liability on Microsoft. f. Adding Products. (1) Adding new Products not previously ordered. New Enterprise Products or Enterprise Online Services may be added at any time by contacting a Microsoft Account Manager or Reseller. New Additional Products, other than Online Services, may be used If an order Is placed in the month the Product is first used. For Additional Products that are Online Services, an initial order for the Online Service is required prior to use. (if) Adding Licenses for previously ordered Products. Additional Licenses for previously ordered Products other than Online Services may be added at any time but must be Included in the next true-up order. Additional Licenses for Online Services must be ordered F_A2015EnrG0v(US)SLG(ENG)(Au92015) Page 3 of 10 Docunent X20-12057 prior to use, unless the Online Services are (1) identified as eligible for true-up in the Product Terms or(2)included as part of other Licenses. g. True-up requirements. Enrolled Affiliate must submit an annual true-up order that accounts for any changes since the initial order or last order. If there are no changes, then an update statement must be submitted instead of a true-up order, (1) Enterprise Products. For Enterprise Products, Enrolled Affiliate must determine the number of Qualified Devices and Qualified Users(if ordering user-based Licenses)at the time the true-up order is placed and must order additional Licenses for all Qualified Devices and Qualified Users that are not already covered by existing Licenses, including any Enterprise Online Services. (11) Additional Products. For Additional Products that have been previously ordered under this Enrollment, Enrolled Affiliate must determine the maximum number of Additional Products used since the latter of the initial order, the last true-up order, or the prior anniversary date and submit a true-up order that accounts for any increase. (ill)Online Services. For Online Services identified as eligible for true-up in the Product Terms,Enrolled Affiliate may reserve the additional Licenses prior to use and payment may be deferred until the next true-up order. Microsoft will provide a report of Reserved Licenses in excess of existing orders to Enrolled Affiliate and its Reseller. Reserved Licenses will be invoiced retroactively to the month in which they were reserved. (iv)Subscription License reductions. Enrolled Affiliate may reduce the quantity of Subscription Licenses at the Enrollment anniversary date on a prospective basis if permitted in the Product Terms, as follows: 1) For Subscription Licenses that are part of an Enterprise-wide purchase,Licenses may be reduced if the total quantity of Licenses and Software Assurance for an applicable group meets or exceeds the quantity of Qualified Devices and Qualified Users (if ordering user-based Licenses)identified on the Product Selection Form,and includes any additional Qualified Devices and Qualified Users added in any prior true-up orders. Step-up Licenses do not count towards this total count. 2) For Enterprise Online Services that are not a part of an Enterprise-wide purchase, Licenses can be reduced as long as the initial order minimum requirements are maintained. 3) For Additional Products available as Subscription Licenses, Enrolled Affiliate may reduce the Licenses. If the License count is reduced to zero,then Enrolled Affiliate's use of the applicable Subscription License will be canoelfed. Invoices will be adjusted to reflect any reductions in Subscription Licenses at the true-up order Enrollment anniversary date and effective as of such date. (v) Update statement.An update statement must be submitted instead of a true-up order if, since the initial order or last true-up order, Enrolled Affiliate's Enterprise: (1) has not changed the number of Qualified Devices and Qualified Users licensed with Enterprise Products or Enterprise Online Services; and (2) has not increased its usage of Additional Products. This update statement must be signed by Enrolled Affiliate's authorized representative. (A)True-up order period. The true-up order or update statement must be received by Microsoft between 60 and 30 days prior to each Enrollment anniversary date. The third. year true-up order or update statement is due within 30 days prior to the Expiration Date, and any license reservations within this 30 day period will not be accepted.Enrolled Affiliate may submit true-up orders more often to account for increases in Product usage, but an annual true-up order or update statement must still be submitted during the annual order period. I i EA2015EnrGov(US)SLG(ENG)(Aug2015) Page 4 of 10 Document X20-12057 i 3 (vii)Late true-up order.If the true-up order or update statement is not received when due: 1) Microsoft will invoice Reseller for all Reserved Licenses not previously ordered and 2) Subscription License reductions cannot be reported until the following Enrollment anniversary date(or at Enrollment renewal, as applicable). h. Step-up Licenses. For Licenses eligible for a step-up under this Enrollment, Enrolled Affiliate may step-up to a higher edition or suite as follows: (1) For step-up Licenses included on an initial order,Enrolled Affiliate may order according to the true-up process. (li) If step-up Licenses are not included on an initial order, Enrolled Affiliate may step-up Initially by following the process described In the Section titled"Adding new Products not previously ordered," then for additional step-up Licenses, by following the true-up order process. I. Clerical errors. Microsoft may correct clerical errors in this Enrollment, and any documents submitted with or under this Enrollment, by providing notice by email and a reasonable opportunity for Enrolled Affiliate to object to the correction. Clerical errors include minor mistakes, unintentional additions and omissions. This provision does not apply to material terms, such as the identity,quantity or price of a Product ordered. J. Verifying compliance. Microsoft may, in its discretion and at its expense, verify compliance with this Enrollment as set forth in the Enterprise Agreement. 3. Pricing. a. Price Levels. For both the initial and any renewal term Enrolled Affiliate's Price Level for all Products ordered under this Enrollment will be Level"D"throughout the term of the Enrollment. b. Setting Prices. Enrolled Affiliate's prices for each Product or Service will be established by its Reseller. As long as Enrolled Affiliate continues to qualify for the same price level,Microsoft's prices for Resellers for each Product or Service will be fixed throughout the applicable initial or renewal Enrollment term. Price levels and Microsoft's prices to Resellers are reestablished at the beginning of the renewal term. However, if Enrolled Affiliate qualifies for a different price level during the applicable initial or renewal term. Microsoft may at its discretion establish a new price level for future new orders either upon Enrolled Affiliate's request or on its own initiative.Any changes will be based upon price level rules In the Product Selection Form. 4. Payment terms. For the initial or renewal order, Enrolled Affiliate may pay upfront or elect to spread its payments over the applicable Enrollment term. If an upfront payment is elected, Microsoft will invoice Enrolled Affiliate's Reseller in full upon acceptance of this Enrollment. If spread payments are elected, unless Indicated otherwise, Microsoft will invoice Enrolled Affiliate's Reseller in three equal annual installments. The first installment will be invoiced upon Microsoft's acceptance of this Enrollment and on each Enrollment anniversary date. Subsequent orders are Invoiced upon acceptance of the order and Enrolled Affiliate may elect to pay annually or upfront for Online Services and upfront for all other Licenses. 5. End of Enrollment term and termination. a. General.At the Expiration Date,Enrolled Affiliate must immediately order and pay for Licenses for Products it has used but has not previously submitted an order, except as otherwise provided in this Enrollment. b. Renewal Option. At the Expiration Date of the initial term, Enrolled Affiliate can renew Products by renewing the Enrollment for one additional 36 full calendar month term or signing EA2015EnrGov(US)SLG(ENG)(Au92015) Paige 5 or 10 j Documerd X20-12057 i 3 a new Enrollment. Microsoft must receive a Renewal Form, Product Selection Form, and renewal order prior to or at the Expiration Date.The renewal term will start on the day following the Expiration Date. Microsoft will not unreasonably reject any renewal. Microsoft may make changes to this program that will make it necessary for Customer and its Enrolled Affiliates to enter into new agreements and Enrollments at renewal. c. If Enrolled Affiliate elects not to renew. (i) Software Assurance. If Enrolled Affiliate elects not to renew Software Assurance for any Product under its Enrollment,then Enrolled Affiliate will not be permitted to order Software Assurance later without first acquiring a new License with Software Assurance. (11) Online Services eligible for an Extended Term. For Online Services identified as eligible for an Extended Term in the Product Terms,the following options are available at the end of the Enrollment initial or renewal term, 1) Extended Term. Licenses for Online Services will automatically expire in accordance with the terms of the Enrollment.An extended term feature that allows Online Services to continue month-to-month ("Extended Terml is available. During the Extended Term, Online Services will be invoiced monthly at the then-current published price for Enrolled Affiliate's price level as of the Expiration Date plus a 3%administrative fee for up to one year. If Enrolled Affiliate does want an Extended Term,Reseller must submit a request to Microsoft. Microsoft must receive the request not less than 30 days prior to the Expiration Date. 2) Cancellation during Extended Term. If Enrolled Affiliate has opted for the Extended Term and later determines not to continue with the Extended Term, Reseller must submit a notice of cancellation for each Online Service. Cancellation will be effective at the end of the month following 30 days after Microsoft has received the notice. (111)Subscription Licenses and Onl;ne Services not eligible for an Extended Term. If Enrolled Affiliate elects not to renew, the Licenses will be cancelled and will terminate as of the Expiration Date. Any associated media must be uninstalled and destroyed and Enrolled Affiliate's Enterprise must discontinue use. Microsoft may request written certification to verify compliance. d. Termination for cause. Any termination for cause of this Enrollment will be subject to the "Termination for cause" section of the Agreement. In addition, it shall be a breach of this Enrollment if Enrolled Affiliate or any Affiliate in the Enterprise that uses Government Community Cloud Services fails to meet and maintain the conditions of membership in the definition of Community, e. Early termination. Any Early termination of this Enrollment will be subject to the "Early Termination"Section of the Enterprise Agreement. For Subscription Licenses, in the event of a breach by Microsoft, or if Microsoft terminates an Online Service for regulatory reasons,Microsoft will issue Reseller a credit for any amount paid in advance for the period after termination. 6. Government Community Cloud. a. Community requirements, If Enrolled Affiliate purchases Government Community Cloud Services, Enrolled Affiliate certifies that it is a member of the Community and agrees to use Government Community Cloud Services solely in its capacity as a member of the Community and,for eligible Government Community Cloud Services, for the benefit of and users that are members of the Community. Use of Government Community Cloud Services by an entity that Is not a member of the Community or to provide services to iron-Community members is strictly prohibited and could result in termination of Enrolled Affiliate's license(s) for Government Community Cloud Services without notice. Enrolled Affiliate acknowledges that only Community EA2015EnrGov(US)SLG(ENGXAug2o95) Pop 6 of 1U Docuwwft X20-12057 3 members may use Government Community Cloud Services. b. All terms and conditions applicable to non-Government Community Cloud Services also apply to their corresponding Government Community Cloud Services, except as otherwise noted In the Use Rights, Product Terms,and this Enrollment. c. Enrolled Affiliate may not deploy or use Government Community Cloud Services and corresponding non-Government Community Cloud Services in the same domain. d. Use Rights for Government Community Cloud Services. For Government Community Cloud Services, notwithstanding anything to the contrary in the Use Rights: (i) Government Community Cloud Services will be offered only within the United States. (li) Additional European Terms,as set forth in the Use Rights, will not apply. (iii)References to geographic areas in the Use Rights with respect to the location of Customer Data at rest, as set forth in the Use Rights, refer only to the United States. EA2015EnrGov(US)SLG(ENG)(Aug2015) Page T of 10 Document X20-12057 Enrollment Details 9, Enr'o Ile d Afliate's Enterprise. a. Identify which Agency Affiliates are included in the Enterprise. (Required) Enrolled Affiliate's Enterprise must consist of entire offices, bureaus, agencies, departments or other entities of Enrolled Affiliate,not partial offices,bureaus,agencies,or departments,or other partial entities. Check only one box in this section. If no boxes are checked,Microsoft will deem the Enterprise to include the Enrolled Affiliate only. If more than one box is checked, Microsoft will deem the Enterprise to include the largest number of Affiliates: ® Enrolled Affiliate only ❑ Enrolled Affiliate and all Affiliates ❑Enrolled Affiliate and the following Affiliate(s) (Only Identify specific affiliates to be included if fewer than all Affiliates are to be included in the Enterprise): ❑ Enrolled Affiliate and all Affiliates,with following Affiliate(s)excluded; b. Please indicate whether the Enrolled Affiliate's Enterprise will include all new Affiliates acquired after the start of this Enrollment: Exclude future Affiliates 2. Contact information. Each party will notify the other in writing if any of the information in the following contact information page(s) changes. The asterisks (•) indicate required fields. By providing contact information, Enrolled Affiliate consents to Its use for purposes of administering this Enrollment by Microsoft,its Affiliates,and other parties that help administer this Enrollment. The personal information provided in connection with this Enrollment will be used and protected in accordance with the privacy statement available at hU2s:]Avww.migrosoft.com/licensing/serwiMnter. a. Primary contact. This contact is the primary contact for the Enrollment from within Enrolled Affiliate's Enterprise. This contact is also an Online Administrator for the Volume Licensing Service Center and may grant online access to others. The primary contact will be the default contact for all purposes unless separate contacts are identified for specific purposes Name of entity(must be legal entity name)"Monroe County Public Safety Contact name'First Alan bast MacEachem Contact small address' MacEachern-Alan@MonroeCounty-FL.Gov Street address' 102050 Overseas Hwy. Suite 222 City Key Largo EA2015EnrGov US)SLG(ENG)(Aug2015) page 8 of 10 DocunWd X20-12057 State/Province"FL Postal code*33037-2763 (For U.S. addresses, please provide the zip+4, e.g. xxxxx-xxxx) Country`US Phone 305-296-5101 Tax ID `indicates required fields b. Notices contact and Online Administrator,This contact(1)receives the contractual notices, (2)is the Online Administrator for the Volume Licensing Service Center and may grant online access to others, and (3) is authorized for applicable Online Services to add or reassign Licenses and step-up prior to a true-up order. ® Same as primary contact(default it no information is provided below,even if the box is not checked). Contact name*First Last Contact email address* Street address" City* StatefProvince* Postal code* - (For U.S. addresses, please provide the zip+4, e.g. xxxxx-xxxx) Country* Phone* Language preference. Choose the language for notices. English ❑ This contact Is a third parry (not the Enrolled Affiliate). Warning: This contact receives personally identifiable information of the Customer and its Affiliates. *indicates required fields C. Online Services Manager. This contact is authorized to manage the Online Services ordered under the Enrollment and (for applicable Online Services) to add or reassign Licenses and step-up prior to a true-up order. ® Same as notices contact and Online Administrator (default if no information is provided below,even 0 box is not checked) Contact name*: First Last Contact small address* Phone* ❑ This contact Is from a third party organization (not the entity). Warning: This contact receives personally identifiable information of the entity. indicates required fields d. Reseller Information. Reseller contact for this Enrollment is: Reseller company name* Street address(PO boxes will not be accepted)* City* State/Province* Postal code* Country* Contact name* Phone* Contact email add rase* `indicates required fields EA2015EnpGow(US)SLG(ENG)(Ajg20l5) Page 9 of 10 DocG nwdX20-12057 By signing below, the Reseller identified above confirms that all information provided in this Enrollment is correct. Signature' Printed name' Printed title" Date' indicates required fields Changing a Reseller. If Microsoft or the Reseller chooses to discontinue doing business with each other, Enrolled Affiliate must choose a replacement Reseller. If Enrolled Affiliate or the Reseller Intends to terminate their relationship,the initiating party must notify Microsoft and the other party using a form provided by Microsoft at least 90 days prior to the date on which the change is to take effect. e, If Enrolled Affiliate requires a separate contact for any of the following,attach the Supplemental Contact Information form. Otherwise, the notices contact and Online Administrator remains the default. (1) Additional notices contact (11) Software Assurance manager (ill)Subscriptions manager (Iv)Customer Support Manager(CSM)contact 3. Financing elections. Is a purchase under this Enrollment being financed through MS Financing? ❑Yes, ®No. If a purchase under this Enrollment is financed through MS Financing, and Enrolled Affiliate chooses not to finance any associated taxes,it must pay these taxes directly to Microsoft. t EA2015EnrG0v(US)SLG(ENG)(Aug2015) Page 10 of 10 Document x20-12057 E ' I f C Microsoft Volume Licensing Enterprise Sub 250 program Amendment ID W29 This amendment("Amendment")is entered into between the parties identified on the attached program signature form,it amends the Enrollment or Agreement identified above. All terms used but not defined in this Amendment will have the same meanings provided in that Enrollment or Agreement. The parties agree that the Enrollment is amended as follows: 1. On the first page of the Enrollment, the following is added after the second paragraph: 9y entering into this Enrollment,the Enrolled Affiliate agrees that(1)it also has 250 or more Qualified Devices or Qualified Users;or(2) as a condition of entering into this Enrollment with 25-249 Qualified Devices or Qualified Users, Enrolled Affiliate has elected not to receive CD ROMs as part of the Enrollment and therefore no CD ROMs will automatically be shipped, If Enrolled Affiliate is enrolling with 25-249 Qualified Devices or Qualified Users and it would like to receive CD ROM Kits and updates, Enrolled Affiliate may order these through its Reseller for a fee. The submission of this Amendment can only be placed against a 2011 Enterprise Agreement or an Enrollment that has the Updated EA Amendment terms and conditions appiled. The submittal of this Amendment may not be contingent on submittal of a new Enterprise Agreement, 2 Section 1a of the Enrollment titled "Order Requirements", Is hereby amended and restated In Its entirety with the following: a. Minimum Order Requirements. Enrolled Affiliate's Enterprise must have a minimum of 25 Qualified Users or Qualified Devices. (i) Initial Order. Initial order must include at least 25 Licenses from one of the four groups outlined in the Product Selection Form. (II) If choosing Enterprise Products. If choosing Enterprise Products in a specific group outlined in the Product Selection Form, Enrolled Affiliate's initial order must include an Enterprise-wide selection of one or more Enterprise Products or a mix of Enterprise Products and corresponding Enterprise Online Services for that group. (ill)Additional Products. Upon satisfying the minimum order requirements above, Enrolled Affiliate may order Additional Products. (Iv)Country of Usage. Enrolled Affiliate must specify the countries where Licenses win be used on its initial order and on any additional orders. 3. Software Assurance rlenewal. Renewing Software Assurance: If Enrolled Affiliate will be renewing Products Software Assurance Coverage from a separate agreement,check this box. By Checking the above box, a new section is added to the Enrollment entitled "Software Assurance addition! Enrolled Affiliate is permitted to and will include in its initial order under this Enrollment Software Assurance quantities from eligible Program's identified in the table below,even though Enrolled Affiliate is not otherwise eligible to order such Software Assurance without simultaneously ordering a License. EAEnrAY)end(Sub250)(Ind)(ENG)(Oct2015) Sub 250 Errterprise Enrollment PLSS W29 Page 1 of 2 Enrolled Affiliate agrees that any perpetual Licenses received through the New Software Assurance shall supersede and replace the underlying Licenses, and the underlying Licenses are not to be transferred separately from any Licenses received through the New Software Assurance.Any remaining payment obligations with respect to the underlying Licenses shall continue in effect. Date Except for changes made by this Amendment, the Enrollment or Agreement identified above remains unchanged and in full force and effect. If there is any conflict between any provision in this Amendment and any provision in the Enrollment or Agreement identified above, this Amendment shall control. This Amendment must be attached to a signature form to be valid, EAEnrAmend(Sub250)(1ndxEHG)(Oct20i5) Sub 250 Enterprise Enrollment PLSS Wr29 Pegs 2 of 2 Enterprise Enrollment Product Selection Form Microsoft I Volume Licensing Proposal ID Enrollment Humber 0506170.005 Language:English(United States) Enrolled AMlllaWs Enterprise Products and Enterprise Online Services summary for the initial order: Qualified Device I User GAL Licarming Prokfe DevicesQuatnfied Users Ra(io Enterprise Product Platform fNodef Enterprise 25 25 10 Yea Device Licenses Products Enterprise Quantity Office Professional Plugs Office Professional Plus 25 Bent Access License(CAL) Care GAL Core CAI. 25 ndom Duktop Windows Enterprise OS Upgrade 25 Enrolled Affiliate's Product Quantities: Price Group 1 2 3 4 nterprYs3 Products Office Proresnsianal Plrr+ Client Access Ucense+ C ennt Access Win E3+100 E5+ Office 365 ProPlus+011ce Orfice 36S(Plana Ell,E3, License+Wridows Win VOA+ 365(Plans E3,E4 and E5)+ E4 and E5)+Enterose )Whore+EMS USL+ Enterprise Cloud Enterprise Cloud Suite USL Cloud Suite USL Enterprise Cloud Suite USL Suite USL Quantity 25 25 25 25 Enrolled AMMlata's Price Lstref: roduct Offering f Pool Price Level ntorprlse Products and Enterprise Online Services U5Ls:Unless otherwise Indlcated in associated contract acuments,Price level get using the hghest quantity from Groups t through 4. D Additional Product Application Pod:Unless otherwise indicated in associated contract documents,Price level et using quantity from Group 1 D ddllionai Product Server Pool:Unless otherwise indicated in assocated contract documents,Price level set using the Nghest quantity from Group 2 or 3. D ddkional Product Systems Pod:Unless otherwnse indicated in associated contract documents.Price level set irrg quantity from Group 4. D Page 1 of 2 EA-EASProdSelForm{VWV)(ENG) MS Quote Auto Enterprise Enrollment Product Selection Form Microsoft I Volume Licensing NOTES Unless otherwise indicated in the associated contract documents,the price level for each Product offering f pool is set as described Bove,based upon the quantity to price les.W mapping below. Quantity of Licensee and Sa"re Aesurence PACs L" 2,399 and below A 2,400 to 5,990 8 6,000 to 14,999 C 15,000 and above D Note 1:Enterprise Online Services may not be available in all locations. Please see the Product List for a list of locations where these may be purchased. -_--_..._—_�.____..__ _._.,_--_O___d_.._____._--- ._s...__ _.-_-4__...__ .-_. Mole 2:Udess hherwise indicated in af3sadated Agreement aocumerrts,the CAL selection must be the seine across the Enlerprlse far each Profile Note 3:Enrolled Affiliate acknowledges that in ofderta use a third party fo relrnage the Wndows Operating System Upgrade,Enrolled filllale must calify that it has acquired qualifying operating system licenses.The requirement applies to Windows Enterprise OS Upgrads,See the Product List for details. Note 4:Enrolled Affiliate acknowledges that in order to use a third party to relmage the Windows Operating System Upgrade,Enrofled Affiliate must certify that it has acquired qualifying operating system licenses See the Prodw List for details. Note 5:If Enrolled Affiliate does not order an Enterprise Product or Enterprisa Online Service associated with an applicable Produ d pod, the price level for Additional Products in the same pod will be price level"A"throughout the term of the EhroHment.Refer to the Qualifying Government Entity Addendum pricing provision for more details on price leveling. Page 2 of 2 EA-EASProdSetForrm(tMN)(ENGj MS Quote Auto r Document Revision Authorization By signing below,you agree to allow the 5HI Microsoft Contracts audit team to make necessary changes and minor revisions to your Microsoft Enrollment including, but not limited to: • Correcting typographical errors • Adding/changing enrollment numbers • Adding/changing amendment numbers Additionally,you acknowledge and consent that: • You will be notified of any change the 5Hl Microsoft Contracts team makes while submitting your Enrollment to Microsoft. • No alteration by the 5HI Microsoft Contracts team will alter your terms and/or pricing for your Enrollment. Customer Name Monroe County Publi 9664a A Customer Represent . ,CLERK Customer Printed Name and Title ., C�'F1 Heather Carruthers-Mayor Date 911 /-20 Ap tj 7LJ- -kpa 3I ILQ r Pricing Proposal Quotation#: 11957789 Created On: Jul-28-2016 Valid Until: Aug-27-2016 Monroe County Board of County Commissioners FL Sales Operations Manager Bob Ward Eric Goodman Phone:(305)453.8792 290 Davidson Ave Fax: Somerset,NJ 08873 Emat ward-bob(dlmonroecounly-fl.gov Phone.,(908)902-0504 Fax (732)868-6055 Ernal: Efic—Goodman@shi.com All Prices are in US Dollar(USD) Product Oty Your Price Total 1 CoreCAL ALNG SA MVL DvcCAL 25 $34.88 $872.00 Microsoft-Part$: 2 OfficeProPlus ALNG SA MVL 25 $92,17 $2,304.25 Microsoft-Part#: 3 WINENT ALNG SA MVL 25 $40.64 $1,016.00 Microsoft-Part#: Total $4,192.25 Additional Comments To process your order,you can e-mail your request to floridateam@shi.com, You can also fax it to 732.88E-6055.Please include a contact a-mail address on all orders,as this is required by most vendors.Thankal 'Are you interested in Increasing employee productivity,conserving network bandwidth and protecting against today's complex web-based security threats,such as malicious code and keyloggers?If so,please call us to discuss how the Websense web and email filtering product offerings can help.Or,download a free trial version today at www.websense.comtshi. SHI Fed IDO 22-3009648 SHI is a Certified Minority(Asian-Pacific)Large Account Reseller,specializing in the sale and distribution of academically priced software,services,and hardware from a myriad of manufacturers...including Microsoft,SymanteclVeritas,Adobe,Trend Micro, Coal,McAfee,Novell,HP,CA,inspiration,Riverdeep,Kingston and more. The Products offered under this proposal are subject to the SHI Return Policy posted at www.shi.comheturrrnok. unless there is an exisdrng agreement behmen SN1 and the Custmmer,