The URL can be used to link to this page

14THE CITY OF PLEASANT LIVING To: FROM: DATE: SUBJECT: BACKGROUND: CITY OF SOUTH MIAMI OFFICE OF THE CITY MANAGER INTER-OFFICE MEMORANDUM The Honorable Mayor & Members of the City Commission November 15, 2016 Agenda Item NO.:~ Steven Alexander, City Manager A Resolution authorizing the City Manager to purchase Microsoft 365 software and enter into a licensing agreement with SHI International Corp., an authorized contractor for Microsoft, through a piggyback agreement with the' State of Florida Contract No. 43230000-15-02. Microsoft Office 365 is a web-based computing services system that is hosted in the "cloud" and resides off-premises instead of residing on-premises within a City server. Microsoft Office 365 provides user the latest version of Mail, Calendar, Contacts, Word, Excel, PowerPoint, Storage, and allows installation rights up to 15 devices per user. It can be accessed securely by City personnel virtually anywhere from various devices that include desktops, laptops, tablets and smartphones with an internet connection. "The cloud" is a way of describing web-based computing services that are hosted outside an organization. Cloud-based services are defined as IT infrastructure that resides off property (off-premises), and is maintained by a third party (hosted), instead of residing on a server (on-premises) that must be maintained. With Office 365, for example, information storage, computation, and software are located and managed remotely on servers. Since the infrastructure is located online or "in the cloud," City personnel can access it virtually anywhere from an internet connection. The Microsoft Office 365 cloud user based licensing model is recommended by IT to ensure the City follows industry best practices to ensure IT infrastructure provides secure, efficient, reliable and the latest office productivity tools and file storage. The web-based feature will free-up valuable server storage space and ultimately eliminate the need to maintain expensive licenses and servers to operate on premise Exchange (mail) and associated file storage. The purchase will be made through a piggyback agreement with SHI International Corp. an authorized contractor for Microsoft, through a State of Florida agreement "Licensing Solutions Providers of Microsoft Software and Services" Contract No. 43230000-15-02. The cost for each license for Office 365 is $262.18. The City will phase in the implementation of Office 365 with an initial roll-out to 25 users. After training THE CITY OF PLEASANT LIVING ACCOUNT: ATTACHMENTS: CITY OF SOUTH MIAMI OFFICE OF THE CITY MANAGER INTER-OFFICE MEMORANDUM and trouble-shooting, the City will phase in approximately 85 users over the FY 17 with a total cost of $22,400. The expenditure of $22,400 shall be charged to the Administration, Maintenance Internet account number 001-1340-513-4634, which has a balance of $88,950 before this request was made. Resolution Proposal #12152404, SHI International Microsoft/Volume Licensing Agreements Piggyback Agreement 1 RESOLUTION NO: _____ _ 2 A Resolution authorizing the City Manager to purchase Microsoft 365 3 software and enter into a licensing agreement with SHI International 4 Corp., an authorized contractor for Microsoft, through a piggyback with 5 the State of Florida Contract No. 43230000-15-02. 6 WHEREAS, the City is continually researching ways and methods to ensure the 7 City's IT infrastructure provides an efficient, reliable and secure platform for our file 8 software and related file storage; and 9 WHEREAS, Microsoft 365 is a web-based computing services system that is 10 hosted in the "cloud" and resides off-premises instead of residing on-premises within a 11 City server; and 12 13 WHEREAS, Microsoft 365 provides information storage, software and software 14 updates that can be accessed by City personnel virtually anywhere from various devices, 15 laptop, smartphone, or other devices with an internet connection; and 16 17 WHEREAS, the web-based feature will free-up valuable server storage space and 18 ultimately eliminate the need to purchase and maintain expensive servers; and 19 20 WHEREAS, the City will piggyback from a State of Florida Contract No. 43230000- 21 15-02 with SHllnternational Corp., an authorized contractor for Microsoft, to enter into 22 licensing agreements with Microsoft for the web-based Microsoft 365 solution; and 23 24 WHEREAS, the City will initially roll-out Microsoft 365 to twenty-five (25) key City 25 staff members and thereafter roll-out the program in phases to minimize the financial 26 impact within a fiscal year. 27 NOW THEREFORE BE IT RESOLVED BY THE MAYOR AND CITY COMMISSION OF 28 THE CITY OF SOUTH MIAMI, FLORIDA; 29 Section 1. The City Manager is authorized to purchase Microsoft 365 software 30 and enter into a licensing agreement with SHI International Corp., an authorized 31 contractor for Microsoft, through a piggyback agreement with the State of Florida 32 Contract No. 43230000-15-02 for an amount not to exceed $22,400. 33 Section 2. Severability. If any section, clause, sentence, or phrase of this 34 resolution is for any reason held invalid or unconstitutional by a court of competent 35 jurisdiction, this holding shall not affect the validity of the remaining portions of this 36 resolution. 37 Section 3. Effective Date: This resolution shall take effect immediately upon 38 enactment. Page 1 of2 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 PASSED AND ADOPTED this _ day of ____ , 2016 ATTEST: CITY CLERK READ AND APPROVED AS TO FORM, LANGUAGE, LEGALITY AND EXECUTION EXECUTION THEREOF CITY ATTORNEY Page 2 of2 APPROVED: MAYOR COMMISSION VOTE: Mayor Stoddard: Vice Mayor Welsh: Commissioner Harris: Commissioner Liebman: Commissioner Edmond: City of South Miami Steven Kulick 6130 Sunset Drive Police Dept, 2nd Fir Miami, FI33143 United States Phone: 305/663-6339 Fax: Email: skulick@southmiamifl.gov AII Prices are in US Dollar (USD) Product Off365PE3 ShrdSvr ALNG SubsVL MVL PerUsr Microsoft -Part#: AAA-10842 2 CCALBrdg0365 Alng MonthlySub Per User Microsoft -Part#: AAA-12414 3 W1NE3perDVC ALNG LiclSA MVL Microsoft -Part#: KV3-00368 Additional Comments Pricing Proposal Quotation #: 12152404 Created On: 9/6/2016 Valid Until: 11130/2016 Inside Account Exectuive Bryan Hunt 290 Davidson Ave Somerset, NJ 08873 Phone: 800-477-6479 Fax: 800-477-6479 Email: Bryan_Hunt@shi.com Qty Your Price 25 $203.16 25 $18.36 25 $40.64 Total $5,079.00 $459.00 $1,016.00 Total $6,554.00 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 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. SHI Fed 10# 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, SymantecNeritas, Adobe,Trend Micro, Corel,. 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.comireturnpolicv. unless there is an existing agreement between SHI and the Customer. Enterprise Enrollment Product Selection Form Microsoft I Volume Licensing ProposallD 0519809.003 Enterprise Access License + Office 365 (Plans E1, E3, E4 and E5) + Enterprise Cloud Suite USL Enrollment Number Yes Enterprise Cloud Suite USL contract documents, Price level set Product Server Pool: Unless otherwise indicated in associated contract documents, Price level set using the quantity from Group 2 or 3. Product Systems Pool: Unless otherwise indicated in from Group 4. FAE!\Sf'lOciSell"or m(W\N)( r'.I\IC) contract documents, Price level set using User Licenses + Win VDA Win SA per User USL + Win VDA per User USL + Enterprise Cloud Suite USL D D D D CTM Page 1 of 2 Enterprise Enrollment Product Selection Form Microsoft I Volume Licensing otherwise indicated in the associated contract documents, the price level for each Product offering I pool is set as described above, based 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 does not order an Enterprise Product or Enterprise Online Service associated with an applicable Product pool, the price Additional Products in the same pool will be price level "A" throughout the term of the Enrollment. Refer to the Qualifying Government Entity IAoldel1duIm pricing provision for more details on price leveling. CAL, Office 365 Plan E3 Add Ons, EMS Add Ons, Windows Ent SA Per Ons, Cloud Suite IUU, .. "LlIlI"S are not included for Price Leveling, as License quantities are determined by the corresponding Enterprise Online Service(s). CTM Page 2 of2 II Microsoft Volume Licensing Program Signature Form MBAIMBSA number Agreement number 01E73902 NO.te: Enter the applicable active numbers assO.ciated with the dO.cuments belO.w. MicrO.sO.ft requires the assO.ciated active number be indicated here, O.r listed belO.w as new. FO.r the purpO.ses O.f thisfO.rm,"CustO.mer" can mean the signing entity, EnrO.lled Affiliate, Government Partner, Institutibn,or O.ther party entering' into.a vO.lume licensing prO.gram agreement. . . This signature fO.rm and all cO.ntract dO.cuments identified in the table belO.w are entered into' between th C sto' d th M' ft Affil' t f th ft ct' d t 'd t'fi d b I • • Contract Document Number or Code Enterprise EnrO.llment (Indirect) X20-12057 Sub250 FO.rm W29 PrO.duct SelectiO.n FO.rm 0519809.003 PSF By signing belO.w, CustO.mer and the MicrO.sO.ft Affiliate agree that bO.th parties (1) have received, read and understand the abO.ve cO.ntract dO.cuments, including any websites O.r dO.cuments incO.rpO.rated by reference and any amendments and (2) agree to be bO.und by the terms O.f all such dO.cuments. Customer Name of Entity (must be legal entity name)" City O.f SO.uth Miami (~Jwaf~'W'J ;c g .. * ...• , -."<' TaxlD " 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 of2 Optional 2nd Customer signature or Outsourcer signature (if applicable) Customer Name of Entity (must be legal entity name)* Signature* ------------------------------------------------------------Printed First and Last Name* Printed Title Signature Date* * indicates required field Outsourcer Name of Entity (must be legal entity name)* Signature* ------------------------------------------------------------ Printed First and Last Name* Printed Title Signature Date* * indicates required field If Customer requires physical media, additional contacts, or is reporting multiple previous Enrollments, include the appropriate form(s) with this signature form. After this signature form is signed by the Customer, send it and the Contract Documents to Customer's channel partner or Microsoft account manager, who must submit them to the following address. When the signature form is fully executed by Microsoft, Customer will receive a confirmation copy. Microsoft Corporation Dept. 551, Volume Licensing 6100 Neil Road, Suite 210 Reno, Nevada 89511-1137 USA ProgramSignForm(MSSign)(NA,LatAm)ExBRA,MLI(ENG)(Aug2014) Page 2 of2 II Microsoft Enterprise Enrollment Enterprise Enrollment number (Microsoft to complete) Previous Enrollment number (Reseller to complete) 78948402 Volume Licensing State and Local Framework 10 I (if applicable) L. ________ ....... This Enrollment must be attached to a signature form to be valid. This Microsoft Enterprise Enrollment is entered into between the entities as identified inthe 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 prog(f1m signature form. This Enrollment consists of: (1) these terms and conditions, (2) the terms of the Enterprise Agreement identified on the signature form, (3) the Product Selection Form, (4) allY 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 bebbund by the terms and conditions of the Enterprise Agreement. . . All terms used but not defined are located at http://www.microSoft.com/licensing/contracts. In the event of any conflict the terms of this Agreement control. " Effective date. If Enrolled Affiliate is renewing Software Assurance or Subscription Licenses from one or more previous Enrollments or agreements, then the effective date will be the day after the first prior Enrollment or agreement expires or terminates. Otherwise, the effective date will be the date this Enrollment is accepted by Microsoft. 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 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. Membership in the Community is ultimately at Microsoft's discretion, which may vary by Government Community Cloud Service. EA2015EnrGov(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 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, EA2015EnrGov(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 Cu'stomer'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 Terms. "Volume Licensing Site" means http://www.microsoft.com/licensing/contracts or a successor site. 2. Order 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. (i) Enterprise Commitment. 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) 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. (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 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 EA2015EnrGov(US)SLG(ENG)(Aug2015) Page 3 of 10 Document 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. (i) 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. (ii) 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. (iii) 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 cancelled. Invoices will be adjusted to reflect any reductions in Subscription Licenses at the true-up order Enrollment anniversary date and effective as of such date. (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. (vi) 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. EA2015EnrGov(US)SLG(ENG)(Aug2015) Page 4 of 10 Document X20-12057 (vi i) 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: (i) For step-up Licenses included on an initial order, Enrolled Affiliate may order according to the true-up process. (ii) If step-up Licenses are not included on an initial order, Enrolled Affiliate may step-up initially by following the process described in the Section titled "Adding new Products not previously ordered," then for additional step-up Licenses, by following the true-up order process. 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 "0" 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)(Aug2015) Page 5 of 10 Document 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 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") 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. (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 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(ENG)(Aug2015) Page 6 of 10 Document X20-12057 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. (ii) 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 7 of 10 Document X20-12057 Enrollment Details 1. Enrolled Affiliate'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 o Enrolled Affiliate and all Affiliates o 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): o 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 https :lIwww.microsoft.com .. icen si ng/servicecenter. \ a. Primary contact. This contact is the primary contact for the Enrollment from within Enrolled Affiliate's Enterprise. This contact is also an Online Administrator for the Volume Licensing Service Center and may grant online access to others. 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)* City of South Miami Contact name* First Steven Last Kulick Contact email address* skulick@southmiamifl.gov Street address* 6130 Sunset Drive City* South Miami State/Province* FL Postal code* 33143-5040~ (For U.S. addresses, please provide the zip + 4, e.g. xxxxx-xxxx) Country* United States . Phone* 305-663-6339 TaxlD * 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. EA2015EnrGov(US)SLG(ENG)(Aug2015) Page 8 of 10 Document X20-12057 ~ Same as primary contact (default if no information is provided below, even if the box is not checked). Contact name* First Steven Last Kulick Contact email address* skulick@southmiamifl,gov Street address* 6130 Sunset Drive City* South Miami State/Province* FL Postal code* 33143-5040- (For U.S. addresses, please provide the zip + 4, e.g. xxxxx-xxxx) Country* United States Phone* 305-663-6339 Language preference. Choose the language for notices. English D 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. D Same as notices contact and Online Administrator (default if no information is provided below, even if box is not checked) Contact name*: First Steven Last Kulick Contact email address* skulick@southmiamifl.gov Phone* 305-663-6339 D 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 Country* United States Contact name* Matt Leopold Phone* 888-764-8888 Contact email address* msteam@shLcom * 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 EA2015EnrGov(US)SLG(ENG)(Aug2015) Page 9 of 10 Document X20-12057 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 ofthe following, attach the Supplemental Contact Information form. Otherwise, the notices contact and Online Administrator remains the default. (i) Additional notices contact (ii) Software Assurance manager (iii) Subscriptions manager (iv) Customer Support Manager (CSM) contact 3. Financing elections. Is a purchase under this Enrollment being financed through MS Financing? D 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. / EA2015EnrGov(US)SLG(ENG)(Aug2015) Page 10 of 10 Document X20-12057 =1 Microsoft Volume Licensing Enterprise Sub 250 Program Amendment 10 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: By entering into this Enrollment, the Enrolled Affiliate agrees that (1) it also has 250 or more' Qualified Devices or Qualified Users; or (2) as a condition of entering into this Enrollment with 25-249 Qualified Devices or Qualified Users, Enrolled Affiliate has elected not to receive CD ROMs as part of the Enrollment and therefore no CD ROMs will automatically be shipped. If Enrolled Affiliate is enrolling with 25-249 Qualified Devices or Qualified Users and it would like to receive CD RoM Kits and updates, Enrolled Affiliate may order these through its Reseller for a fee. J The submission of this Amendment can only be placed against a2011 Enterprise Agreement or an Enrollment that has the Updated EA Amendment terms and conditions applied. The submittal of this Amendment may not be contingent on submittal of a new Enterprise Agreement. 2. Section 2a 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. I nitial 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. (iii) Additional Products. Upon satisfying the minimum order requirements above, Enrolled Affiliate may order Additional Products. (iv) Country of Usage. Enrolled Affiliate must specify the countries where Licenses will be used on its initial order and on any additional orders. 3. Software Assurance renewal. Renewing Software Assurance: If Enrolled Affiliate will be renewing Products Software Assurance coverage from a separate agreement, check this box. D By checking the above box, a new section is added to the Enrollment entitled "Software Assurance addition." Enrolled Affiliate is permitted to and will include in its initial order under this Enrollment Software Assurance quantities from eligible Program's identified in the table below, even though Enrolled Affiliate is not otherwise eligible to order such Software Assurance without simultaneously ordering a License. Enrolled Affiliate agrees that any perpetual Licenses received through the New Software Assurance shall supersede and replace the underlying Licenses, and the underlying Licenses are not to be EAEnrAmend(Sub250)(lnd)(ENG)(Apr2015) Sub 250 Enterprise Enrollment W29 W Page 1 of 2 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. 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)(lnd)(ENG)(Apr2015) Sub 250 Enterprise Enrollment W29 W Page 2 of2 CONTRACT FOR LICENSING SOLUTIONS OF MICROSOFT SOFTWARE AND SERVICES THIS AGREEMENT made and entered into this __ day of , 20_ by and between the City of South Miami, a Florida municipal Corporation by and through its City Manager (hereinafter referred to as "City") and sm International Corp., a licensing solutions provider of Microsoft software and services through the Microsoft State of Florida Licensing Solutions Providers of Microsoft Software and Services Contract No. 43230000-15-02 (hereinafter referred to as "Contractor"). WITNESSETH: WHEREAS, the contract was competitively solicited by the State of Florida pursuant to ITN No. 07-43230000-L, and Contract No. 43230000-15-02 for Licensing Solutions Providers of Microsoft Software and Services Computer Equipment, and after completing a competitive bidding process, awarded a contract to Contractor; and WHEREAS, the City of South Miami desires to utilize the State of Florida Contract No. 43230000-15-02 for Licensing Solutions Providers of Microsoft Software and Services Computer Equipment Computer Equipment Contract and pursuant to authority of the City of South Miami's Charter. NOW, THEREFORE, the City and the Contractor, each through their authorized representative/official, agree as follows: 1. The City desires to enter into a Contract, under the same terms and conditions as set forth in the solicitation and the agreement between the Contractor and the contract, for Licensing Solutions Providers of Microsoft Software and Services; and the State of Florida Contract No. 4320000-15-02. 2. The City has reviewed the contract and agrees to the terms and conditions to be applicable to a purchase order to be issued by the City and further agrees to the fair and reasonableness of the pricing. Contractor hereby agrees to provide such goods and/or services, pursuant to the City's purchase order made during the term of this agreement, under the same price(s), terms and conditions as found in the solicitation documents and the response to the solicitation, pertinent copies of which are attached hereto as Attachment A and made a part hereof by reference, and the agreement and/or the award between the, a copy of which, including any amendments and addendums thereto, is attached hereto and made a part hereof by reference. 3. All references in the contract between the Contractor and the State pf Florida competitively solicited by the State of Florida pursuant to ITN No. 07-43230000-L, and Contract No. 43230000-15-02, for Licensing Solutions Providers of Microsoft Software and Services; and the State of Florida through to ITN No. 07-43230000-L, and Contract No. 43230000-15-02 and Contractor, shall be assumed to pertain to, and are binding upon Contractor and the City of South Miami. All decisions that are to be made on behalf of the between the Contractor and the State of Florida competitively solicited by the State of Florida pursuant to for Licensing Solutions Providers of Microsoft Software and Thomas F. Pepe -01-11-16 Page 1 of6 Services; and the State of Florida through ITN No. 07-43230000-L, and Contract No. 43230000-15-02 and its agreement with Contractor, shall be made by the City Manager for the City of South Miami. The term of the contract, including all extensions authorized by the contract shall not exceed five years. Notwithstanding anything contained in the ITN and Contract or the Licensing Solutions Providers of Microsoft Software and Services contract and the State of Florida through Contract No. 4320000-15-02 to the contrary, this agreement shall 1;>e governed by the laws of the State of Florida and venue for all dispute resolutions or litigation shall be in Miami-Dade County, Florida. 4. Scope of Goods and Services. The scope of goods and services are set forth in the attached Attachment A. 5. Contract Price. The contract price for the good and services is set forth in the attached Attachment B. If not otherwise set forth in the Licensing Solutions Providers of Microsoft Software and Services contract and the State of Florida through Contract No. 4320000-15-02 Agreement/Contract, the Contractor shall be paid upon delivery of all the goods, the completion of all the services and after final inspection by the City that approves of the goods delivered and the work performed. 6. Grant Funding: This project is being funded N/A and Contractor agrees to comply with all the requirements of that Grant, applicable to the delivery of the goods and services that are the subject of this Agreement, and that are within its power to provide and to provide all the documentation within its control that is required for the City to be able to recover the contract price pursuant to the terms of the grant. A copy of the grant is attached hereto and made a part hereof by reference. 7) Public Records: CONTRACTOR and all of its subcontractors are required to comply with the public records law (s.119.0701) while providing goods and/or services on behalf of the CITY and the CONTRACTOR, under such conditions, shall incorporate this paragraph in all of its subcontracts for this Project and shall: (a) Keep and maintain public records required by the public agency to perform the service; (b) Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceeq the cost provided in this chapter 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 for the duration of the Contract term and following completion of the Contract if CONTRACTOR does not transfer the records to the public agency; and (d) Upon completion of the Contract, transfer, at no cost, to the public agency all public records in possession of CONTRACTOR or keep and maintain public records required by the public agency to perform the service. If CONTRACTOR transfers all public records to the public agency upon completion of the Contract, CONTRACTOR shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If CONTRACTOR keeps and maintains public records upon completion of the Contract, CONTRACTOR shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. Thomas F. Pepe -01-11-16 Page 2 of6 IF CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT 305-663-6340; E-mail: mmenendez@southmiamifl.gov; 6130 Sunset Drive, South Miami, FL .33143. 8. Waiver Jury Trial: City and Contractor knowingly, irrevocably voluntarily and intentionally waive any right either may have to a trial by jury in State or Federal Court proceedings in respect to any action, proceeding, lawsuit or counterclaim arising out of the Contract Documents or the performance of the Work thereunder. 9. Validity of Executed Copies: This agreement may be executed in several counterparts, each of which may be construed as an original. 10. Attorneys' Fees and Costs: In the event of any litigation between the parties arising out of or relating in any way to this Agreement or a breach thereof, each party shall bear its own costs and legal fees. Nothing contained herein shall prevent or prohibit the right to be indemnified for any attorney fees incurred in the defense of an action by a person or entity who is not a party to this Agreement. 11. Severability: If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those to which it is held invalid or unenforceable, shall not be affected thereby and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. IN WITNESS WHEREOF, and as the duly authorized act of the parties, the undersigned representatives of the parties hereto have caused this instrument to be signed in their respective names by their proper officials on or before the day and year first above written. SHI International Corp. (An Authorized Licensing Solutions Provider of Microsoft Software and Services) By: _________________ _ (Type name and title of signatory above) ATTEST: CITY OF SOUTH MIAMI By: ____________________ __ By: __________________ __ Maria M. Menendez, CMC Steven Alexander City Clerk City Manager Thomas F. Pepe -01-11-16 Page 3 of6 Read and Approved as to Form, Language, Legality and Execution Thereof. By: ______________________ __ Thomas F. Pepe City Attorney Thomas F. Pepe -01-11-16 Page 4 of6 ATTACHMENT A CONTRACT FOR LICENSING SOLUTIONS PROVIDERS (LSP) OF MICROSOFT SOFTWARE AND SERVICES STATE OF FLORIDA and SHI INTERNATIONAL: • Contract No. 4320000-15-02 & SCOPE OF SERVICES MICROSOFT VOLUME LICENSING AGREEMENT MICROSOFT ENROLLMENT & PRODUCT SELECTION FORM Thomas F. Pepe -01-11-16 Page 5 of6 ATTACHMENT B CONTRACT PRICE State Term Contract No. 4323000-15-02 Thomas F. Pepe -01-11-16 Page 6 of6 I DEPARTMENT OF MANAGEMENT SERVICES state purchasing We serve those who serve Florld3 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. II. 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. III. 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 (10106) 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 docllment 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 VI. 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 VI. 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. VII. 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: SHllnternational Corp. By: ~.~ By: Name: Name: Natalie Slowik -------------------------------------- Title: Title: Senior Manager -Contracts & RFPs Date: I-Zf-/~ Date: 1128/16 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 (EDI) 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 employer's 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 insu~ance 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 6. 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 MyFloridaMarketPlace, 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. 43230000-15-02 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 by 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 112.061, Florida Statutes. 11. PUBLIC RECORDS Access to Public Records To the extent required by the Florida Public Records Act, Chapter 119, 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, 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 section 119.07(1), Florida Statutes. (b) If, under this Contract, the Contractor is providing services and is acting on behalf of a public agency as provided by section 119.0701 (1 )(b), Florida Statutes, the Contractor shall: (1) Keep and maintain public records that ordinarily and necessarily would be required by the 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 at a 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 as authorized by law. (4) Meet all requirements for retaining public records and transfer, at no cost, 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 7 of 30 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 I ntellectual 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, https://e-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 osdhelp@dms.myflorida.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 provi<;je 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: http://dos.myflorida.comllibrary-archives/records-managementlgeneral-records- schedules/), 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 http://dor.myflorida.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 ofthe 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 subje,ct 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 Contractor's 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 No. 43230000-15-02 Licensing Solutions Providers of Microsoft Software and Services manager and a contract administrator as required by subsections 287.057(15) and (16) of the Florida Statutes. 3. Product Version. Purchase orders shall be deemed to reference 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 or version. 4. Price Changes Applicable only to Term Contracts. If this is a 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, if the Customer becomes aware of better pricing offered by the Contractor for substantially the same or a smaller quantity of a product 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. In 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) Trade-In. 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 to provide documentation to the Department of Financial Services and to the agency property custodian pursuant to Chapter 273, F.S. (e) Equitable Adjustment. The Customer may, 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 in the marketplace, 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 of supply is substantial, and (4) the volatility so Page 17 of 30 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. 5. 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. 43230000-15-02 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 in the required locations at no additional charge, unless otherwise designated on the Contract or purchase order. Contractor's authorized product and price list shall clearly and separately identify any additional installation charges. All materials used in the installation shall be of good quality and shall be free of defects that would diminish the appearance of the product or render it structurally or operationally unsound. Installation includes the furnishing of any equipment, rigging, 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 caused during installation by Contractor or its employees or agents. If any alteration, dismantling, excavation, etc., is required to achieve installation, the Contractor shall promptly restore the structure or site to its original condition. Contractor shall perform installation work so as to cause the least inconvenience and interference with Customers and with proper consideration of others on site. 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 in s. 215.422, F.S. Until acceptance, risk of loss or damage shall remain with the Contractor. The Contractor shall be responsible for filing, processing, and collecting aU damage claims. To assist the Contractor with damage claims, the Customer shall: record any evidence of visible damage on all copies of the delivering carrier's Bill of Lading; report damages to the carrier and the Contractor; and provide the Contractor with a copy of the carrier's Bill of Lading and damage inspection report. When a Customer rejects a product, Contractor shall remove it from the premises within ten days after notification or rejection. Upon rejection notification, the risk of loss of rejected or 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 of it as 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 of Florida has instituted MyFloridaMarketPlace, a statewide eProcurement System ("System"). Pursuant to section 287.057(23), Florida Statutes (2002), all payments shall be assessed a Transaction Fee of one percent (1.0%), which the Contractor shall pay to the State, unless exempt pursuant to 60A-1.032, F.A.C. For payments within the State accounting system (FLAIR or its successor), the Transaction Fee shall, when possible, be automatically deducted from payments to the 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 of these reports and corresponding payments, Contractor Page 19 of 30 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' VENDOR 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. Ifthe 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 No. 43230000-15-02 Licensing Solutions Providers of Microsoft Software and Services in writing, indicating the specific restriction. The Customer reserves the right and the complete discretion to accept any such alteration or to cancel the Contract at no further expense to the Customer. 18. Lobbying and Integrity. Customers shall ensure compliance with Section 11.062, FS and section 216.347, F.S. 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, vote, other exercise of discretion, or violation of a known 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 officer or employee. For purposes of clause (2), "gratuity" means any payment of more than nominal monetary value in the form of cash, travel, entertainment, gifts, meals, lodging, loans, 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 to or relate to the Contract. The Contractor shall retain such records for the longer of (1) three years after the expiration of the Contract or (2) the period required by the General Records Schedules maintained by the Florida Department of State (available at: http://dlis.dos.stateJl,us/barm/genschedules/gensched.htm). 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. The Oontractor shall not be responsible for any costs of investigations that do not result in the Contractor's suspension or debarment. 19. Ind~mnification. The Contractor shall be fully liable for the actions of its agents, employees, partners, or subcontractors 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 and damage to real or personal tangible property alleged to be caused in whole 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 or omission of the State or a Customer. 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 of a trademark, copyright, patent, trade secret or intellectual property right, provided, however, that the Page 21 of 30 State Term Contract No. 43230000-15-02 Licensing Solutions Providers of Microsoft Software and Services foregoing obligation shall not apply to a Customer's misuse or modification of Contractor's products or a Customer's operation or use of Contractor's products in a manner not contemplated by the Contract or the purchase order. If any product is the subject of an infringement suit or in the Contractor's opinion is likely to become the subject of such a suit, the Contractor may at its sole expense procure for the Customer the right to continue using the product or to modify it to become non-infringing. If the Contractor is not r~asonably able to 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 of a reasonable 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 Contractor (1) written notice of any action or threatened action, (2) the opportunity to take over and settle or defend any such action at Contractor's sole expense, and (3) assistance in defending the action at 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 claims 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 by the Contractor under the purchase order. This limitation shall not apply to claims arising under the Indemnity paragraph contain in this agreement. Unless otherwise specifically enumerated in the Contract or in the purchase order, no party shall be liable to 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 records), even if the party has been advised that such damages are possible. No party shall be 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 by or against 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 of Work. The Customer may in its sole discretion suspend any or all activities under the Contract or purchase order, at any time, when in the best interests of the State to do so. 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 constraints, 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 22 of 30 State Term Contract No. 43230000-15-02 Licensing Solutions Providers of Microsoft Software and Services purchase orders. Within ninety days, or any longer period agreed to by the Contractor, the Customer shall either (1) issue a notice authorizing resumption of work, at which time activity shall resume, or (2) terminate the Contract or purchase order. Suspension of work shall not entitle the Contractor to any additional compensation. 22. Termination for Convenience. The Customer, by written notice to the Contractor, may terminate the Contract in whole or in part when the Customer determines in its sole discretion that it is in the State's interest to do so. 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, if any. The Contractor shall not be entitled to recover any cancellation charges or lost 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 Contract, or (4) abide by' any statutory, regulatory, or licensing requirement. Rule 60A-1.006(3), F.A.C., governs the procedure and consequences of default. 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. If the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is completely beyond the control of both 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 be the 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 Majeure, 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, wars, acts of public enemies, strikes, fires, floods, or other similar cause wholly beyond the Contractor's control, or for any of the foregoing that affect subcontractors or suppliers if no alternate source of supply is available to the Contractor. In 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 (5) days after the date the Contractor first had reason to believe that a delay could result. THE Page 23 of 30 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 t;i 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. 43230000-15-02 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 of the state term or agency contract. For example, if a state term contract calls for delivery 30 days after receipt of order (ARO), and an order specifies delivery will occur both in excess of 30 days ARO 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 by 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 pur~hase orders for recurring deliveries of commodities 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 or agency 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 renewals. Timely purchase orders shall be valid through their specified term and performance by the Contractor, and all terms and conditions of the state term or agency contract shall apply to the 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. Advertising. Subject to Chapter 119, Florida Statutes, the Contractor shall not publicly disseminate any information concerning the Contract without prior written approval from the Customer, including, but not limited to mentioning the Contract in a press release or other promotional material, identifying the Customer or the State as a reference, or otherwise linking the Contractor's name and either a description of the Contract or the name of the State or the Customer in any material published, either in print or electronically, to any entity that is not a party to Contract, except potential or actual authorized distributors, dealers, resellers, or service representative. 29. Assignment. The Contractor shall not sell, assign or transfer any of 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 25 of 30 State Term Contract No. 43230000-15-02 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 of its intent to do so. 30. Antitrust Assignment. The Contractor and the State of Florida recognize that in actual economic practice, overcharges resulting from antitrust violations are in fact usually borne by the State of Florida. Therefore, the contractor hereby assigns to the State of Florida 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 be decided by 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 to the Contractor's right to review pursuant to Chapter 120 of the Florida Statutes. Exhaustion of administrative remedies is an absolute condition precedent to the Contractor's ability to pursue any other form of dispute resolution; provided, however, that the parties may employ the alternative dispute resolution procedures outlined in Chapter 120. Without limiting the foregoing, the exclusive venue of 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 a copy of technical certification or other proof of qualification. All employees, subcontractors, or agents performing work under the Contract must comply with all security and administrative requirements of the 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 or otherwise assess any employee, subcontractor, or agent furnished by the Contractor. The State may refuse access to, or require replacement of, any personnel for cause, including, but not limited to, technical or training qualifications, quality of work, change in security status, or non-compliance with a Customer's security or other requirements. Such approval shall not relieve the Contractor of its obligation to perform all work in compliance with the Contract. The State may reject and bar from any facility for cause any of the Contractor's employees, subcontractors, or agents. 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 to third parties any confidential information obtained by the Contractor or its agents, distributors, resellers, subcontractors, officers or employees in the Page 26 of 30 State Term Contract No. 43230000-15-02 Licensing Solutions Providers of Microsoft Software and Services course of performing Contract work, including, but not limited to, security procedures, 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 State's or Customer's confidential information, or material that is otherwise obtainable under State law as 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 Contractor's employees, subcontractors, and other agents receive benefits and necessary insurance (health, workers' compensations, and unemployment) from an employer other than the State of Florida. 35. Insurance Requirements. 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. 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 to do so and to bind the respective party to the Contract. 37. Warranty of Ability to 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 condition, that would in any way prohibit, restrain, 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 Statutes, 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. Notices. 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, if someone else is designated to receive notice. Page 27 of 30 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 http://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 mahner 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 http://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 I Price Reductions • Preferred Pricing Affidavit • Product Update (Excel File) Quarterly Report (Excel file) Ii] Quarterly Report Formxlsx Contractor Information Worksheet Contractor _Inforrrati on_Worksheet. doc Ordering Instructions Ordering Instructions. doc Savings I Price Reductions Savings-Reduction Verification.doc Preferred Pricing Affidavit ~ Preferred Pricing Affidavit. docx Product Update til Product Update Form. xis Page 30 of 30 State Term Contract No. 43230000-15-02 Licensing Solutions Providers of Microsoft Software and Services ITN No. 07 -43230000-L 'll ~ Microsoft LSP ITN-FINAL-FINAL--RE EXHIBIT C: ITN NO. 07-43230000-L Page 31 of 31 Enterprise Enrollment Product Selection Form Microsoft I Volume Licensing ProposallD 0519809.003 Enterprise I 365 ProPlus + Office 365 (Plans E3, E4 and E5) + Enterprise Cloud Suite USL Product Server Pool: Unless otherwise indicated in quantity from Group 2 or 3. Enrollment Number Yes contract documents, Price I al Product Systems Pool: Unless otherwise indicated in associated contract documents, Price level set using from Group 4. EA[~ASF'ro( 1~'ieIF onn(\N\J\/)lE [\1(;) User Licenses D D D D CTM Page 1 of 2 Enterprise Enrollment Product Selection Form Microsoft I Volume Licensing Unless otherwise indicated in the associated contract documents, the price level for each Product offering I pool is set as described above, based the quantity to price level mapping below: 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 2: If Enrolled Affiliate does not order an Enterprise Product or Enterprise Online Service associated with an applicable Product pool, the price Additional Products in the same pool will be price level "A" throughout the term of the Enrollment. Refer to the Qualifying Government Entity ""C"lt,,][]um pricing provision for more details on price leveling. i CAL, Office Add Ons, Ons, and Enterprise Cloud Suite Add On ImlanIlIIE'" are not included for Price Leveling, as License quantities are determined by the corresponding Enterprise Online Service(s). EA EASf'roclSelF ulI1i(Vl/VV)(E t\l(3) CTM Page 2 of2 II Microsoft Volume Licensing Program Signature Form MBA/MBSA number 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 thisform,"Customer"" can mean the signing entity; Enrolled Affiliate, ." Governmerit Partner,,, Institution, or other party entering into a volume >licensing program agreement. " "" " This signature form and a" contract documents identified in the table below are entered into between th C st mad th M' r oft Affil" t f th ffeet" dat'd ffi d belo • • Contract Document Number or Code Enterprise Enro"ment (Indirect) X20-12057 Sub250 Form W29 Product Selection Form 0519809.003 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 web sites or documents incorporated by reference and any amendments and (2) agree to be bound by the terms of a" such documents. Customer Name of Entity (must be legal entity name)'" City of South Miami esfrliat'i'JrfW ~L,,,,,,,,,<Y,,,,,,,,,, TaxlD * 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 of2 Optional 2nd Customer signature or Outsourcer signature (if applicable) Customer Name of Entity (must be legal entity name)* Signature* ------------------------------------------------------------ Printed First and Last Name* Printed Title Signature Date* * indicates required field Outsourcer Name of Entity (must be legal entity name)* Signature* ------------------------------------------------------------ Printed First and Last Name* Printed Title Signature Date* * indicates required field If Customer requires physical media, additional contacts, or is reporting multiple previous Enrollments, include the appropriate form(s) with this signature form. After this signature form is signed by the Customer, send it and the Contract Documents to Customer's channel partner or Microsoft account manager, who must submit them to the following address. When the signature form is fully executed by Microsoft, Customer will receive a confirmation copy. Microsoft Corporation Dept. 551, Volume Licensing 6100 Neil Road, Suite 210 Reno, Nevada 89511-1137 USA ProgramSignForm(MSSign)(NA,LalAm)ExBRA,MLI(ENG)(Aug2014) Page 2 of2 Microsoft Enterprise Enrollment Enterprise Enrollment number (Microsoft to complete) Previous Enrollment number (Reseffer to complete) 78948402 Volume Licensing State and Local Framework 10 I (if applicable) L.. ________ --I This. Enrollment must be attached.to a signature form to be valid. This Microsoft Enterprise Enrollment is entered into between the entities as idelltified in th~ 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 conditions, (2) the terms o.f the Enterprise Agreement identified on the signature form, (3) the Product Selection Form, (4) alJysupplemental 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 bbundby the terms and conditions of the Enterprise Agreement. . All terms used but not defined are located at http://www;microsoft.com/licensing/contracts. In the event of any conflict the terms of this Agreement control. .. Effective date. If Enrolled Affiliate is renewing Software Assurance or Subscription Licenses from one or more previous Enrollments or agreements, then the effective date will be the day after the first prior Enrollment or agreement expires or terminates. Otherwise, the effective date will be the date this Enrollment is accepted by Microsoft. 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 tell11. 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 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. Membership in the Community is ultimately at Microsoft's discretion, which may vary by Government Community Cloud Service. EA2015EnrGov(US)SLG(ENG)(Aug2015) Page 10f 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, EA2015EnrGov(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 fo'r 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 http://www.microsoft.com/licensing/contracts or a successor site. 2. Order 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. (i) Enterprise Commitment. 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) 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. (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 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 EA2015EnrGov(US)SLG(ENG)(Aug2015) Page 3 of 10 Document 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. 9_ 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. (i) 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. (ii) 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. (iii) 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 cancelled. Invoices will be adjusted to reflect any reductions in Subscription Licenses at the true-up order Enrollment anniversary date and effective as of such date. (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. (vi) 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. EA2015EnrGov(US)SLG(ENG)(Aug2015) Page 4 of 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 as follows: (i) For step-up Licenses included on an initial order, Enrolled Affiliate may order according to the true-up process. (ii) If step-up Licenses are not included on an initial order, Enrolled Affiliate may step-up initially by following the process described in the Section titled "Adding new Products not previously ordered," then for additional step-up Licenses, by following the true-up order process. 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 "0" 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 otherwi~~, 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)(Aug2015) Page 5 of 10 Document 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 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") 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. (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 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(ENG)(Aug2015) Page 6 of 10 Document X20-12057 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. (ii) 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 7 of 10 Document X20-12057 Enrollment Details 1. Enrolled Affiliate'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 o Enrolled Affiliate and all Affiliates o 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): o 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 https:llwww.microsoft.com/licensing/servicecenter. a. Primary contact. This contact is the primary contact for the Enrollment from within Enrolled Affiliate's Enterprise. This contact is also an Online Administrator for the Volume Licensing Service Center and may grant online access to others. 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)* City of South Miami Contact name* First Steven Last Kulick Contact email address* skulick@southmiamifl,gov Street address* 6130 Sunset Drive City* South Miami State/Province* FL Postal code* 33143-5040- (For U.S. addresses, please provide the zip + 4, e.g. xxxxx-xxxx) Country* United States Phone* 305-663-6339 TaxlD * 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. EA2015EnrGov(US)SLG(ENG)(Aug2015) Page 8 of 10 Document X20-12057 ~ Same as primary contact (default if no information is provided below, even if the box is not checked). Contact name* First Steven Last Kulick Contact email address* skulick@southmiamifl.gov Street address* 6130 Sunset Drive City* South Miami State/Province* FL Postal code* 33143-5040- (For U.S. addresses, please provide the zip + 4, e.g. xxxxx-xxxx) Country* United States Phone* 305-663-6339 Language preference. Choose the language for notices. English o This contact is a third party (not the Enrolled Affiliate). Warning: This contact receives personally identifiable information of the Customer and its Affiliates. * 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. o Same as notices contact and Online Administrator (default if no information is provided below, even if box is not checked) Contact name*: First Steven Last Kulick Contact email address* skulick@southmiamifl.gov Phone* 305-663-6339 o 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 Country* United States Contact name* Matt Leopold 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 EA2015EnrGov(US)SLG(ENG)(Aug2015) Page 9 of 10 Document X20-12057 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 (ii) Software Assurance manager (iii) Subscriptions manager (iv) Customer Support Manager (CSM) contact 3. Financing elections. Is a purchase under this Enrollment being financed through MS Financing? 0 Yes, U9 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. EA2015EnrGov(US)SLG(ENG)(Aug2015) Page 10 of 10 Document X20-12057 =1 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: By entering into this Enrollment, the Enrolled Affiliate agrees that (1) it also has 250 or !'hore Qualified Devices or Qualified Users; or (2) as a condition of entering into this Enrollmentwith.25-249 Qualified Devices or Qualified Users, Enrolled Affiliate has elected not to receiv(3 CD .ROMsas part of the Enrollment and therefore no CD ROMs will automatically be shipped. If Enrolled.Affiliate is enrolling with 25-249 Qualified Devices or Qualified Users and it would like to receive CD ROM Kits and updates, Enrolled Affiliate may order these through its Reseller for a fee. The submission of this Amendment can only be placed against a 2011 Enterprise Agreement or an Enrollment that has the Updated EA Amendment terms and conditions applied. The submittal of this Amendment may not be contingent on submittal of a new EnterpriseAgreement. 2. Section 2a of the Enrollment titled 1I0rder 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. I nitial order must include at least 25 Licenses from one of the four groups outlined in the Product Selection Form. (ii) If choosing Enterp~iseProducts. If choosing Enterprise Products in a specific group outlined in the Product Selection Form, Enrolled Affiliate's initial order must include an Enterprise-wide selection of one or more Enterprise Products or a mix of Enterprise Products and corresponding Enterprise Online Services for that group. (iii) Additional Products. Upon satisfying the minimum order requirements above, Enrolled Affiliate may order Additional Products. (iv) Country of Usage. Enrolled Affiliate must specify the countries where Licenses will be used on its initial order and on any additional orders. 3~ Software Assurance renewal. Renewing Software Assurance: If Enrolled Affiliate will be renewing Products Software Assurance coverage from a separate agreement, check this box. D By checking the above box, a new section is added to the Enrollment entitled "Software Assurance addition." ' Enrolled Affiliate is permitted to and will include in its initial order under this Enrollment Software Assurance quantities from eligible Program's identified in the table below, even though Enrolled Affiliate is not otherwise eligible to order such Software Assurance without simultaneously ordering a License. Enrolled Affiliate agrees that any perpetual Licenses received through the New Software Assurance shall supersede and replace the underlying Licenses, and the underlying Licenses are not to be EAEnrAmend(Sub250)(lnd)(ENG)(Apr20 15) Sub 250 Enterprise Enrollment W29 W Page 1 of2 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. 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)(lnd)(ENG)(Apr2015) Sub 250 Enterprise Enrollment W29 W Page 2 of2 MIAMI DADE COUNTY John Concepcion 5680 SW 87th Ave Miami FL 33173 Phone: (305) 596-8368 Fax: (305) 596-1996 Email: jnC@miamidade.gov AII Prices are in US Dollar (USD) Product Windows Enterprise -Upgrade & software assurance -1 license -Select Plus - Single Language Microsoft -Part#: KV3-00367 Product ID: 30753968 Note: Will require a new Select Plus enrollment before you order. Additional Comments Microsoft State Contract 43230000-15-02 Pricing Proposal Quotation #: 12396182 Reference #: City of South Miami Police Created On: Oct-19-2016 Valid Until: Nov-18-2016 Account Representative Jarrett Taranto 290 Davidson Avenue Somerset, NJ 08873 Phone: 800-543-0432 Fax: 732-868-6055 Email: Jarrett_ Taranto@shLcom Qty Your Price 50 $234.60 Total $11,730.00 Total $11,730.00 To process your order, you can e-mail your request to floridateam@shLcom. 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 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. SHI Fed 10# 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, SymantecNeritas, Adobe,Trend Micro, Corel, 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.comireturnpolicY. unless there is an existing agreement between SHI and the Customer. City of Miami FL Steven Kulick 6130 Sunset Drive Police Dept, 2nd Fir Miami, FI33143 United States Phone: 305/663-6339 Fax: Email: skulick@southmiamifl.gov AII Prices are in US Dollar (USD) Product 0ff365PE3 ShrdSvr ALNG SubsVL MVL PerUsr Microsoft -Part#: AAA-10842 2 CCALBrdg0365 Alng MonthlySub Per User Microsoft -Part#: AAA-12414 3 W1NE3perDVC ALNG SA MVL Microsoft -Part#: KV3-00368 Additional Comments Pricing Proposal Quotation #: 12152404 Created On: 9/6/2016 Valid Until: 1016/2016 Account Executive Thomas Naelon 18069 SW 152nd Ave. Miami, FL 33187 Phone: 305-971-5266 Fax: 305-971-5283 Email: thomas_naelon@shLcom Qty Your Price Total 25 $203.16 $5,079.00 25 $18.36 $459.00 25 $40.64 $1,0113.00 Total $6,554.00 To process your order, you can e-mail your request to f1oridateam@shLcom. 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 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/shL SHI Fed 10# 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, SymantecNeritas, Adobe,Trend Micro, Corel, 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.comlreturnpolicy. unless there is an existing agreement between SHI and the Customer. 8SE I NEIGHBORS I SUNDAY NOVEMBER 6 2016 MIAMIHERAlD.COM CITY OF SOlJTH MIAMI COlJRTESY NOTICE NOTICE I1'i HEkEBY givtn that Ihe City C(lmmhudon of the City I,f S\Hllh J..:Iiilmi, Florida will conduct Public Heuring!);:) al it'; r~gular City Cuml1lj'lo~i\Jn mrrllllg "l:hrJulrLI for Tu('~dil:V. NU\'rm\lcl 15. 2016. b('ginning al 7.(J(1 fUll.. in Ihe ('ity Cnnuni~shln Chami>cf', t>1:tO Sunset Drive, 10 consider Ihl!' fd](,wmg IIcrn(<;). A Re~lIlnthlfl allthnrizin,![ the City 1111anagt'f III procure llnline rl!-,!!i~tralilln mudull' 01 ReCPro 1,\;lh R.C. Systems, 1ul:. ( A Resolution [l\Ilhorlzmg the Cit)' Manager 10 pur('ha~(' Mkllls(lfL 365 soJtwan' .md eIller Intu a li"::cll'>in,r ;:.~lJ~CmCnl Wit1~ SIJllmrl1l;)lional ('nip .. 0'.111 aulhori.l.(·d conlrador fnr t-,'llcrosoll. thrnu1!h a rj~!-!yh;u;k wJlh the Sial" (,I Flr'nda Contrad N", 4.~:!OUOO·15-02. - A R('~olllli{)n ;tUlhlHizin!! 'ht' Cit), Mamtgcl to IHm:ha~t: Check Poim fin:waU SI)fh\IlU npplirlilee from Compuljl1lJl Tcehnolt'llic'!, LLC. un autlluJll.cJ rc~clkl \.1 Chcd, Puinl LTD, thruuglJ a J'lggyha~k wilh thr State uf ~'lar:\'lantJ Conlr1u;l No 060B24900~1 An Orumilll~c iiffiCndlnJ; the Liind Dcvc1opmcn! Cudf'. Ankle VJ. Sct:linn 20-6,1, ilnd l'lhcr ~PJllitllhh' prnvislOlls. tn deline Ihe-term "ll'~s ft'slrkliVl."· a~ iI apillie.~ Lolhl' V{llin,!! reqUIrements uf tht' CIty Cunmli'i~illn An Ordin:mCl' vacating "nrl nhandonin!! " portion llf SW X2 Strerl !nOH' fully dt'~rri~eJ in " legal desl;riplir>n hcrein. ~Uh.iCC11(} certain tlllldiliont., mclu<1mr tJ1I:' JlrC'!'crvuIHm 01 fill ca~em~nl. An Ordmann' :,mcndmg Sl!clion :!O-fl 11)f 111,· Cily pi SHulh ~1inmi Lmhl Dcvcl11pmenl llllk. In rna"" cnTTl!'dl0n" und to Illllend Ihe mcmhership :md Ijlh'rum rl~t]lIlrelllCnl~ for Ih .. ' Planning Br>Hrd. An Ordm<lnCl.' nmenlling Ihe. Ch(lpler 2. Article 1. SCl'tion 7,-2,1 (HI. (C) anulC) 1 <tnu2 10 m"dUy Illl' rapituliwlion (If key w(lfth uno In add rC!juir('mCnl); Inr Sun"hinr Mel'llIl~s, An Ordinallcc amcJllimg the Clly uf S,'uth Miami L?nd l)cvcl,)pmcnt Ankle VI. S~ctIOJl20-6.I(B) (4) (a) iii 10 provIde ror il t('f.:l'IllHltmdalion of Ihe Pl:lllning BOilrd when Ill,' B,)arll i ... dca lJ1ork .. 'd. AU. intcTcSICU par1ic~ ar~' mvilt'(] [(1 alll'1Hl and will he heard. Fnr flll'thl'f information. plca~t' nmtatt the City Clerk's onlcc at: j{]5-663·(d40, Maria M. Menclluf'z, CIV1C Ci\yCkrk PurlUllnll\' Ft('ollJ~ Sllllllh'~ ~H(' UW5, Ih,' nly h,'rclty ~d\'I"'! ,Ilt" rublk Ihar If:, P");llll (!.'c1[!.:S 10 ~rr~~! lilly Ikci~J<ln m~d~ h~' Ihi~ B"ard Agcnq'l'l' l'('ollurJ~;wn .... lIh r;:~p.:.-.. I h' 4!l}' nIHli<'[ ~1'mi."'I~,J ;J\ ii, Im.'llh!( 101 h.,,1Im)), k 1'1 ~hc 'I'll! n,'c.l;, re, I'I.I ,'flh"l'ro;c"lhnp, alllllh~\ r"I ~1J~h rlllf'll',,, IIlk~1c.l r-:r-.1n fila.1 lIcu! l{,er.~l'l~ tiM.! \~IP:t!\'\ll~nll1[ullhc 1'fI,,;cd!llp i~ nl<1U~ wh!~h r~~tlrU illI,ltl,le; lh: IC!lin~my and cvi!!;!J\L·c IlplJn \',hit:h Ihe nl'p~n! h II' \'1: hilwd CRIME WATCH Miami-Dade Police offer tools to cut crime RY CAUMEN GONZALEZ CALDWELL Speri.a1lo The Miami Herald This week I want to share with you some great tools offered by Miami- Dade Police, which can help you not only be safe but also better informed. These tools can help pre- vent crime, help solve crimes and help you know what is going on in your immediate area: NEW MIAMI-DADE POLICE CELLPHONE APP Many crime watchers are using the new COP (Com- munity on Patrol) app, a great tool for reporting everything from crimes to suspicious incidents. Just go to Apple or Android app store and search for Com- munity on Patrol. MIAMI-DADE COUNTY SEXUAL OFFENDER & PREDATOR SEARCH Any F10rida resident who has been convicted of a sexual offense (including anyone convicted in another state) must register as a • sexual offender with the office of the local sheriff. In the case of Miami-Dade County, that is the. Miami- Dade Police Department. Sexual offenders must dis- close where they live, and must notify the police when they relocate. This info1111a- Miami-Dade Police's new Community on Patrol cell phone app. tion is entered into the Sexual Predator/Offender database of the F10rida Depattment Law Enforce- ment. Members of the pub- lic can search this database at http://gisweb.miami dade,gov/sexoffenders/ at1d dete1111ine whether they or their children, in their rou- tine activities (walking fron~ the bus stop, biking to a friend's house, or going to the maU) are likely to en- counter these offenders. MIAMI-DADE COUNTY'S CRIME VIEW COMMUNITY Miami-Dade County's Crime View Community is an online tool at . http://www.crime mapping,com/map/fl/ miami-dadecounty, which residents can use to keep themselves infonned about crime in the areas of interest to them, such as near their home, business or other places they frequent. Users can sign up to re- ceive automated email alerts about recent criminal events in specific areas. While this online tool works in all areas of unincorporat- ed Miami-Dade, it doesn't work in some of the munici- palities. Residents should check with their local gov- ernment to see if a similar service is offered by that municipality. HOMICIDE BUREAU - COLD CASE SQUAD Advances in technology and forensics have given Ii boost to the work of Miami- Dade Police's Cold Case Squad. However, despite scientific advances and the work of these detectives, there are about 2,000 cold cases that remain unsolved. Maybe you know something that can help solve one of these crimes. To leam about these cases, go online to http://www.miami dade.gov /police/cold- cases.asp. Perhaps you can help bring justice to the families of these victims. MIAMI-DADE POLICE ON SOCIAL MEDIA Follow MDpD 011 Twit- ter at https://twitter.com/ MiamiDadePD and visit the department on You'I)lbe at www.youtube.com/user/ mdpdmedia. CaYIIUII Caldwell is executive director of Citizens' Crime Watch of Miami-Dade. Send feedback and news for tilis coillmn to carmen@citizenscrime IVatch.org, or call hel' at 305-470-1670. MiAfliH IDA!L Y IBUS~f\!ESS IREV~EW Published Daily except Saturday. Sunday and Legal Holidays MiamI. Miami-Dade County. Florida STATE OF FLORIDA COUNTY OF f\~IAIViI-DADE: NOTICE OF PUBLIC HEARING CITY OF SOUTH MIAMI-NOV. 15.2016 In the XXXX Court was published In said newspaper in the issues of 1110412016 Affiant further says that the said Miami Daily Business Review is a . . newspaper published at MiamI. In said Miami-Dade County. Florida and that the said newspaper has heretofore been continuously published in said Miami -Dade County. Florida each day (except Saturd S d . . ay. un ay and Legal Holidays) and has been entered as second class mad matter al the post office In Miami in said rVllami-Dade C t FI 'd oun y on a,. for a penod of one year next precedino the first publication of the attached copy of advertisement: ~and affianl further says thai he or she has neither paid nor promised any person, firm or corporal Ion any discount. rebale. commission Or refund for the purpose of securing this advertisement for P"""'''''~.7 P:' -~~"'-j'-' =UV''--------_ Sworn to and subscribed before me this 4 day of ~_OVEMBER A.D. 2016 / ..... , l./ ,:Li{(Z ;?kL~::.:il(·'2,i!ii-'(,<~" (SEAL) OCTELMA V. FERBEYRE personally known to me ©O'il'if @[¥I ~@()jJ'iTtf.l IMdU£fMilll W1©'ll~©~ @il" I?lUll~.Hb~© co(Jr@bti~nfl~@ NOTICE IS HEREBY given that the City Commission of the City of South Miami, Florida will conduct Public Hearing(s) at its regular City Commission meeting scheduled for Tuesday, November 15, 2016, beginning at 7:00 p.m, in the City Commission Chambers, 6130 Sunset Drive, \0-consider the following item(s): A Resolution authorizing the City Manager to procure online registration module of ReCPro with R.C. Systems, Inc. A Resolution authorizing the City Manager to purchase Microsoft 365 software and enter into a licensing agreement with SHI International Corp., an authorized contractor for Microsoft, through a piggyback with the State of Florida Contract No. 4320000-15-02. A Resolution authorizing the City lv1anager to purchase Checl, Point firewall software appliance fmm Compuquip Technologies, LLC, an authorized reseller of Check Point LTD, through a piggyback with the State of Maryland Contract No. 06082490022. An Ordinance amending the Land Development Code, Article VI, Section 20-6.1, and other applicable provisions, to define the term "less restrictive" as it applies to the voting requirements of the City Commission. An Ordinance vacating and abandoning a portion of SW 82 Street more fully described in a legal description herein, subject to certain conditions, including the preservation of an easement. An Ordinance amending Section 20-6.1 of the City of South Miami 'Land Development Code, to make corrections and to amend the membership and quorum requirements for the Planning Board. An Ordinance amending the, Cilapter 2, Article I, Section 2-2.1 (8), (C) and (C) 1 and 2 to modify the capitalization of key words and to add requirements for Sunshine Meetings. An Ordinance amending the City of South Miami Land Development Article VI, Section 20-6.1 (8) (4) (a) iii to provide for a recommendation of the Planning Board when the Board is deadlocl,ed. ALL interested parties are invited tei attend and will be heard. For further information, please contact the City Clerk's Office at: 305-663-6340. Maria M. Menendez, CMC City Clerk Pursuant to Florida Statutes 286.0105, the City hereby advises the public that if a person decides to appeal any decision made by this Board, Agency or Commission with respect to any matter considered at its meeting or hearing, he or she will need a record of the proceedings, and that for such purpose, affected person may need to ensure that a verbatim record of the proceedings IS made which record includes the testimony and evidence upon which the appeal is to be based. 11/4 16-133/0000168486rVI