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HomeMy WebLinkAbout113-19 RESOLUTION113 West Mountain Street Fayetteville, AR 72701 (479) 575-8323 Resolution: 113-19 File Number: 2019-0261 MICROSOFT CORPORATION THREE YEAR RENEWAL: A RESOLUTION TO AUTHORIZE A THREE YEAR RENEWAL OF THE ENTERPRISE AGREEMENT WITH MICROSOFT CORPORATION, THROUGH ITS AUTHORIZED RESELLER SHI INTERNATIONAL CORPORATION, FOR SOFTWARE PRODUCTS IN THE AMOUNT OF $136,371.68 PER YEAR PLUS APPLICABLE TAXES, PURSUANT TO A STATE PROCUREMENT CONTRACT, AND TO APPROVE A PROJECT CONTINGENCY IN THE AMOUNT OF $27,274.00 PER YEAR FOR ADDITIONAL SOFTWARE LICENSES AS NEEDED BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS: Section 1: That the City Council of the City of Fayetteville, Arkansas hereby approves a three year renewal of the Enterprise Agreement with Microsoft Corporation, through its authorized reseller SHI International Corporation, for software products in the amount of $136,371.68 per year plus any applicable taxes, pursuant to a state procurement contract, and further approves a project contingency in the amount of $27,274.00 per year for additional software licenses as needed. PASSED and APPROVED on 5/7/2019 Page 1 Attest: Sondra E. Smith, City Clerk ti��,�tttttNiii e��F,..0 / T!'�Fq,,O FAYETTEVILLE: �z •• 9 ; � %' •.�'�kA NSP'. ••�A,�� City of Fayetteville, Arkansas 113 West Mountain Street 1 Fayetteville, AR 72701 t (479) 575-8323 Text File T- File Number: 2019-0261 Agenda Date: 5/7/2019 Version: 1 Status: Passed In Control: City Council Meeting File Type: Resolution Agenda Number: A. 16 MICROSOFT CORPORATION THREE YEAR RENEWAL: A RESOLUTION TO AUTHORIZE A THREE YEAR RENEWAL OF THE ENTERPRISE AGREEMENT WITH MICROSOFT CORPORATION, THROUGH ITS AUTHORIZED RESELLER SHI INTERNATIONAL CORPORATION, FOR SOFTWARE PRODUCTS IN THE AMOUNT OF $136,371.68 PER YEAR PLUS APPLICABLE TAXES, PURSUANT TO A STATE PROCUREMENT CONTRACT, AND TO APPROVE A PROJECT CONTINGENCY IN THE AMOUNT OF $27,274.00 PER YEAR FOR ADDITIONAL SOFTWARE LICENSES AS NEEDED BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS: Section 1: That the City Council of the City of Fayetteville, Arkansas hereby approves a three year renewal of the Enterprise Agreement with Microsoft Corporation, through its authorized reseller SHI International Corporation, for software products in the amount of $136,371.68 per year plus any applicable taxes, pursuant to a state procurement contract, and further approves a project contingency in the amount of $27,274.00 per year for additional software licenses as needed. City of Fayetteville, Arkansas Page 1 Printed on 5/8/2019 Brad Fulmer Submitted By City of Fayetteville Staff Review Form 2019-0261 Legistar File ID 5/7/2019 City Council Meeting Date - Agenda Item Only N/A for Non -Agenda Item 4/17/2019 INFORMATION TECHNOLOGY (170) Submitted Date Division / Department Action Recommendation: Staff recommends authorizing a contract with Microsoft for the renewal of an existing Enterprise Agreement in the amount of $136,371.68 per year for a three-year term from Software House International (SHI) pursuant to the Arkansas State Procurement Contract SP -16-0197 and approving additional licenses as needed based on per user/device model. Budget Impact: 1010.XXX.XXXX.5309.02 Account Number Project Number Budgeted Item? Yes Current Budget Funds Obligated Current Balance Does item have a cost? Yes Item Cost Budget Adjustment Attached? NA Budget Adjustment Remaining Budget Purchase Order Number: Change Order Number: Original Contract Number: Comments: General Fund Project Title $ 206,013.00 F$ 206,013.00 $ 136,371.68 $ fi9,fi41.32 Previous Ordinance or Resolution # 96-16 Approval Date: V20180321 CITY OF `��" FAYETTEVILLE ARKANSAS MEETING OF MAY 7, 2019 TO: Mayor and City Council THRU: Keith Macedo, IT Director Don Marr, Chief of Staff FROM: Brad Fulmer, Assistant IT Director DATE: April 2, 2019 SUBJECT: Microsoft Enterprise Agreement Renewal CITY COUNCIL MEMO RECOMMENDATION: Staff recommends authorizing a contract with Microsoft for the renewal of an existing Enterprise Agreement in the amount of $136,371.68 per year for a three-year term from Software House International (SHI) pursuant to the Arkansas State Procurement Contract SP -16-0197 and approving additional licenses as needed based on a per user/device model. BACKGROUND: In 2013, the City Council approved an Enterprise Agreement with Microsoft for Microsoft Office suite, Migration to Office 365 with Exchange Online, and Microsoft operating system upgrades across the City. In 2016, the City Council approved a 3 -year renewal for the Microsoft Enterprise Agreement. DISCUSSION: By renewing the Microsoft Enterprise Agreement (MSEA), the City will continue to see increased productivity and efficiency gains from utilizing standardized products for Microsoft software and operating systems. In addition, the MSEA simplifies software licensing, licensing inventory management, compliance, and allows staff to take advantage of the latest Microsoft product upgrades. Furthermore, Office 365 provides web -enabled access to email, documents, contacts, and calendar on most devices including PCs, Macintosh Computers, iPhones, Android phones, and other smartphones providing for a mobile workforce. BUDGET/STAFF IMPACT: The software described in the attached Microsoft Enterprise Agreement is included within the approved 2019 Operating Budget and is allocated to each division's software expense account based on a per user/device model. Office 365 Plan E3 - $212.80/year/user Exchange Only Plan 1 - $36.15/year/user Windows OS SA - $44.13/year/device Office Pro Plus SA - $99.51/year/device Office 365 Plan E1 - $77.14/year/user Windows OS - $70/year/device Office Pro Plus - $200/year/device Azure AD P2 - $81.37/year/user Attachments: Staff Review Form, Microsoft Agreement, SHI Quote Mailing Address: 113 W. Mountain Street www.fayetteville-ar.gov Fayetteville, AR 72701 ND Microsoft Enterprise Enrollment Enterprise Enrollment number 65130293 (Microsoft to complete) Previous Enrollment number 89007897 (Reseller to complete) Volume Licensing State and Local Framework ID (if applicable) C' This Enrollment must be attached to a signature form to be valid. This Microsoft Enterprise Enrollment is entered into between 1 as of the effective date. Enrolled Affiliate represents and warrl. the Customer, that entered into the Enterprise Agreement idel This Enrollment consists of: (1) these terms and conditions, identified on the signature form, (3) the Product Selection IF Services Terms, (6) any Supplemental Contact,\lnformatibn-1 and other forms that may be required, and (7) an order subs may only be entered into under a 201�`or later Enterprise A Enrolled Affiliate agrees to be bound by the termsand�conditii All terms used but not defined, any conflict the terms of this Effective date. If Enrolled Affi more previous Enrollments or Enrollment or agreement expii renewal term will be theme day of be the date this Enrollment is anniversary of the effective"dat effect. Term!,The initial term of this E from the effective, date�of�the it effective date`of\the'renewal'ter \\ 1. Definitions. s identified in the signature form ameCusto,mer, or an Affiliate of oroaram signature form. Enterprise Agreement Terms�,(5) the Online ment%Enrollment form, Iment. This Enrollment g`irito this Enrollment, In the event of 3oftware'Assarahbe br,S'6bscription Licenses from one or �n the effective�date :will be the day after the first prior If this Enrollment; is'renewed, the effective date of the ,Date of the Initial -term. Otherwise, the effective date will osoft� Any reference to "anniversary date' refers to the e Initial or renewal term for each year this Enrollment is in �ire\on the\last day of the month, 36 full calendar months enewal term willexpire 36 full calendar months after the and Conditions Terms used but not defined ins 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. EA2016EnrGov(US)SLG(ENG)(Nov2016) Page 1 of 10 Document X20-10634 Membership in the Community is ultimately at Microsoft's discretion, which may vary by Government Community Cloud Service. "Enterprise Online Service" means any Online Service designated as an Enterprise Online Service in the Product Terms and chosen by Enrolled Affiliate under this Enrollment. Enterprise Online Services are treated 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 thetommunity 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 deice 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 comd'd puter-aideesignprogram 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. Af,the device performs desktop functions (such as email, word processing, spreadsheets, database, he'twork or Internet.browsing, or scheduling, or personal finance), then the desktop functions: (1) may only be used for the,purposeof supporting the Industry Program functionality; and (2) must be technically integrated with the Industry Program or employ technically enforced policies or architectureto 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, or (3) not a Managed Device. At its option, the Enrolled Affiliate may designate any device excluded above (e.g., Industry Device) that is used by or for the benefit of the Enrolled - Affiliate's Enterprise as a Qualified Device for all or a subset of Enterprise Products or Online Services the Enrolled Affiliate has selected. "Qualified User" means a person (e.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. EA2016EnrGov(US)SLG(ENG)(Nov2016) Page 2 of 10 Document X20-10634 "State/Local Entity" means (1) any agency of a state or local government in the United States, or (2) any United States county, borough, commonwealth, city, municipality, town, township, special purpose district, or other similar type of governmental instrumentality established by the laws of Customer's state and located within Customer's state's jurisdiction and geographic boundaries. "Tribal Entity" means a federally -recognized tribal entity performing tribal governmental functions and eligible for funding and services from the U.S. Department of Interior by virtue of its status as an Indian tribe. "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/contra \ts or a successor site. 2. Order requirements. a. Minimum order requirements. Enrolled Affiliate's)Enierprise must have a, minimum of 250 Qualified Users or Qualified Devices. The initial order must,include at ieast 250 Licenses for Enterprise Products or Enterprise�Online Services\ `. (i) Enterprise commitment. Enrolled Affiliate must otder';enough Licenses to cover all Qualified Users or Qualified Devices,•dependmg 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 Qualifed Devices not covered by a.License are only used by- users covered with a user,License).\\\ (ii) Enterprise Online \Services onl,If no Enterprise. Product is ordered, then Enrolled Affiliate need only maintain at Iease:250 Subscription'L-icenses for Enterprise Online Services. b. Additio alp Products �Up�on satisfying the minimum}order requirements above, Enrolled Affiliate may order Additional Prpducts,�\ c. Use Rights;for Enterprise Products: For, Enterprise Products, if a new Product version has more restrictive. userights than,theversion that is current at the start of the applicable initial or .��enewal,term"of�the E\ollment,,,those�more restrictive use rights will not apply to Enrolled �\ Affiliate s us \\f that Product during that term. \� d:X Countryof-usage, Enrall d,Affliat i must specify the countries where Licenses will be used on its initial oederand on any. additional orders. e. Resellers. `t nrolled Affiliate must choose and maintain a Reseller authorized in the United States' Enrol led,Affliate�wilI 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. `i'.hroughout 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. EA2016EnrGov(US)SLG(ENG)(Nov2o16) Page 3 of 10 Document X20-10634 (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 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 additial 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 'beerl,previously ordered under this Enrollment, Enrolled Affiliate must�,deterkne the'maximurrm number of Additional Products used since the latter of the iriitiatbrder-,nth°e last true-�p order, or the prior anniversary date and submit a true -up order that acco nts for anyincr' ase. (iii) Online Services. For Online Services identified -as eligible for true up in the Product Terms, Enrolled Affiliate may place a reservation 1de�i for the additional' k6hses prior to use and payment may be deferred until the next true upsorder. Microsoft will provide a report of Reserved Licenses orded but"rot�yet�mvocedtonroile 'Affiliate and its Reseller. Reserved Licenses will be invoiced retroactively to th month,in which they were ordered.' t �, (iv) SubscriptionLicense reductions,, Enrolled Affiliate may educe the quantity of Subscription` L ceases at the Enrolimen��`�anhiversarydate on a prospective basis if permitted in the evroduct Terms as"f8Ilows � 1) For SubscriptiornLicenses�that are part, of a n erpnse-wide purchase, Licenses may s , v" .% \ , _a. be reduced if the tota`lq"uanf ty�of Licenses artid Software Assurance for an applicable group meets or excoeds the�quantity,_of Qualified Devices and Qualified Users (if ordering use?-based-Licen es) identified on_the Product Selection Form, and includes any;additiorlal Qualified-De`ces and Qualified Users added in any prior true -up orders. Ste ' -up,,, Licenses do not,coU'ht 1�wartlsjhis total count. 2) For Enterprise Online Services that are not a part of an Enterprise -wide purchase, Licenses can breducedaslong as thejnitial order minimum requirements are maintained,.` Aoditional Products available as Subscription Licenses, Enrolled. Affiliate may reduce the,Licenses., If the License count is reduced to zero, then Enrolled Affiliate's Mase of the applicable Subscription License will be cancelled. Invoices\will be�'adfbi sted 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 EA2016EnrGov(US)SLG(ENG)(Nov2016) Page 4 of 10 Document X20-10634 may submit true -up orders more often to account for increases in Product usage, but an annual true -up order or update statement must still be submitted during the annual order period. (vii)Late true -up order. If the true -up order or update statement is not received when due, Microsoft will invoice Reseller for all Reserved Licenses not previously invoiced and 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. �. . ''• , "X�`� i. Clerical errors. Microsoft may correct ll clerical errors -in this'Enrollment and any documents submitted with or under this Enrollment, by providing notice� 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. \ T7 j. Verifying compliance. Microsoft may,\inlits discretion,and.a Ats expense, verify compliance with this Enrollment as set fort, h�the Enter rise,Agreemerill X\ 3. Pricing. a. Price Levels. For both the initial and any renewal term,EnroI ed Affiliates Price Level for all Productordered under this Enrollment will be'tLev$I D" th'oughout the term of the Enrollment. b. Setting Prices. Enrolled:Affiliate's;prices for each Product or Service will be established by its Reseller. ExceptJor_Ohline'Seivices designated in'the Product Terms as being exempt from fixed pricing--As,long as Enrolled Affil ate.,continues to qualify for the same price level, \\Microsoft's prices for.\Resellers for,each Product or Service ordered will be fixed throughout the `applicable initial, or renewal Enrollment�term_ Microsoft's prices to Resellers are reestablished afithe beginning of the rOnewal term_% \\ 4. Pay ent'terms.: • �� For the initial or renewal orderkk nrolled Affiliate may pay upfront or elect to spread its payments over the applicable Enrollment, term:•, If an\u 'front 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 willinvoice'Enrolled Affiliate's Reseller in three equal annual installments. The first installment will be invoiced pon Microsoft's acceptance of this Enrollment and remaining installments will be invoiced on each subsequent Enrollment anniversary date. Subsequent orders are invoiced upon acceptance of the order and Enrolled Affiliate may elect to pay annually or upfront for Online Services and upfront for all other Licenses. 5. End of Enrollment term and termination. a. General. 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. EA2016EnrGov(US)SLG(ENG)(Nov2016) Page 5 of 10 Document X20-10634 b. Renewal option. At the Expiration Date of the initial term, Enrolled Affiliate can renew Products by renewing this Enrollment for one additional 36 -month term or by signing a new Enrollment. Microsoft must receive a Renewal Form, Product Selection Form, and renewal order prior to or at the Expiration Date. Microsoft will not unreasonably reject any renewal. Microsoft may make changes to this program that will make it necessary for Customer and its Enrolled Affiliates to enter into new agreements and Enrollments at renewal. c. If Enrolled Affiliate elects not to renew. (i) Software Assurance. If Enrolled Affiliate elects not to renew Software Assurance for any Product under its Enrollment, then Enrolled Affiliate will not be permitted to order Software Assurance later without first acquiring a new License with Software Assurance. (ii) Online Services eligible for an Extended Term. For Online Services identified as eligible for an Extended Term in the Product Terms, the followi4options 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. Anlextended'.termtfeature"that allows Online Services to continue month-to-month ("Extended Term':) for\upto one�year�nless designated in the Product Terms to continue until cancelled,,,is available�Dbring the Extended Term, Online Services will be invoiced monitFly\at the themcurrent,published price as of the Expiration Date plus a 3% adcliriistrative�fee�lf Erirolled�Affiliate wants an Extended Term, Enrolled Affiliate must sbbrrlit a�request to Microsoft`at least 30 days prior to the Expiration Date. 2) Cancellation during -Extended Tei rm�At a y ti " during the first year of the Extended Term, Enroll d Affiliate.nia'y' erminate\the xtehd d --Term by submitting a notice o(cancellation to Microsoft far each`Online Service. Thereafter, either party may, terniinaife the Ext \ aedTerrm�by providing th'e oth�r with a notice of cancellation for each Online Service. Cancellation will be effective at the end of the month following 30 days after Microsoft has received`&Jssued the notice. (iii) Subscription Licenses and Online Services,,ndt\eligible for an Extended Term. If \\ ,\ \1'\\ % \ � i Enrolled Affiliate elects not to.renew; the Licenses will be cancelled and will terminate as of the Expiratio�Date\Any associated media must be uninstalled and destroyed and ,\ Enrolled Affiliate's EntetpIrise\must 'discontinue use. Microsoft may request written certificafiori to'verify complian �� d: Terminati n',for cause\Any termination for cause of this Enrollment will be subject to the `Termination\for cause° section sof-.the, Agreement\ In addition, it shall be a breach of this Enrollment :if Eorolled``Affiliate: dr�;any Affiliate in the Enterprise that uses Government Community, 6Ioud�ServicesJfails tmeet eet and maintain the conditions of membership in the definition. of�Community: 'r' e. Early termination. Any -\early termination of this Enrollment will be subject to the "Early \ \\ Termination" Section ofthe Enterprise Agreement. For Subscription Licenses, in the.event of a breach by Microsoft, or if Microsoft terminates an Online Service for regulatory reasons, Microsoft will issue Reseller a credit for any amount paid in advance for the period after termination. 6. Government Community Cloud. a. Community requirements. If Enrolled Affiliate purchases Government Community Cloud Services, Enrolled Affiliate certifies that it is a member of the Community and agrees to use Government Community Cloud Services solely in its capacity as a member of the Community and, for eligible Government Community Cloud Services, for the benefit of end users that are members of the Community. Use of Government Community Cloud Services by an entity that is not a member of the Community or to provide services to non -Community members is strictly EA2016EnrGov(US)SLG(ENG)(Nov2016) Page 6 of 10 Document X20-10634 prohibited and could result in termination of Enrolled Affiliate's license(s) for Government Community Cloud Services without notice. Enrolled Affiliate acknowledges that only Community members may use Government Community Cloud Services. b. All terms and conditions applicable to non -Government Community Cloud Services also apply to their corresponding Government Community Cloud Services, except as otherwise noted in the Use Rights, Product Terms, and this Enrollment. 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. EA2016EnrGov(US)SLG(ENG)(Nov2016) Page 7 of 10 Document X20-10634 Enrollment Details 9. 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: 0 Enrolled Affiliate only ❑ Enrolled Affiliate and all Affiliates ❑ Enrolled Affiliate and the following Affiliate(s) (Only identify specific affiliates to be included if fewer than all Affiliates are to be included in the enterprise) ❑ Enrolled Affiliate and all Affiliates, with following Affiliate' (s) excluded:`, \ '� b. Please indicate whether the Enrolled Affiliate's Enterprise will include all new Affiliates acquired after the start of this Enrollment: Exclude future Affiliates',,\ ; 2. Contact information. \ \ Each party will notify the other in writing if any of the informa$on,'iin the following contact information page(s) changes. The asterisks (*) indicate required fields: By providing contact information, Enrolled Affiliate consents to its use for purposes of administering. this Enrollment by Microsoft, its Affiliates, and other parties that help administer this Enrollment. The personal information provided in connection with this Enrollment will be used and. protected in accordance with \.the privacy statement available at https://www.microsoft.com/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 ar&identified for specific purposes Name of entity (must be legal entity name)* City of Fayetteville Contact name* First Brad Last Fulmer Contact email address` bfulmer@ci.fayetteville.ar.us Street address* 113 W. Mountain St City* Fayetteville State/Province* AR Postal code* 72701 -6069 - (For U.S. addresses, please provide the zip + 4, e.g. xxxxx-xxxx) Country* United States Phone* 479-575-8217 Tax ID * indicates required fields b. Notices contact and Online Administrator. This contact (1) receives the contractual notices, (2) is the Online Administrator for the Volume Licensing Service Center and may grant online access to others, and (3) is authorized to order Reserved Licenses for eligible Online Servies, including adding or reassigning Licenses and stepping -up prior to a true -up order. EA2016EnrGov(US)SLG(ENG)(Nov2016) Page 8 of 10 Document X20-10634 O Same as primary contact (default if no information is provided below, even if the box is not checked). Contact name* First Brad Last Fulmer Contact email address* bfulmer@ci.fayetteville.ar.us Street address* 113 W. Mountain St City* Fayetteville State/Province* AR Postal code* 72701 -6069 - (For U.S. addresses, please provide the zip + 4, e.g. xxxxx-xxxx) Country* United States Phone* 479-575-8217 Language preference. Choose the language for notices. 'English ❑ This contact is a third party (not the Enrolled Affiliate). Warning: This contact receives personally identifiable information of the Customer and its Affiliates. * indicates required fields c. Online Services Manager. This contact is authorized,to manage the Online Services ordered under the Enrollment and (for applicable Online Services) toaddor;reassign Licenses and step-up prior to a true -up order. ❑ Same as notices contact ar�dOnline Administrator,(default if no,informationis provided below, even if box is not checked) r Contact name*: First Brady -Last Fulmer.- Contact ulmer„- Contact email address* bfUlrrier@ci fayetteville Phone*479-575-8217 ❑ This contact is from a third party organization (not the entity)�Warning: This contact receives personally identifiat 6ji-iformotion of the * indicates reouired fields d. Reseller,information, Roseklei�contact for th Reseller company. name*a,8Hl Interhational Corp.,;,,, Street address (RO boxe'iN411�not�be accepted)*,290 Davidson Ave City* Somerset State/Province* NJ,-, Postal code* 08873� Co`u3ntry.* United; -States `.,` ` tiact name* Amanda; CoriBongrov'` P, hone' 888'764',"88 Contact email address* 1711, @shLcom * inrlii±aYa'.c rArruiraT! fiairic ': €'._ ` By signing below; -,the Resr_ller identified above confirms that all information provided in this Enrollment s.,,,correct Signature* Printed name*2'i V rC417 L6e� eY` Printed title*LfG'6�l�1ZfG7;'CC�cI Jt� 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 EA2016EnrGov(US)SLG(ENG)(Nov2016) Page 9 of 10 Document X20-10634 other party using a form provided by Microsoft at least 90 days prior to the date on which the change is to take effect. e. 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?G]Yes, O No. L If a purchase under this Enrollment is financed through MS Financing a'r , J nrolle�d,Affiliate chooses not to finance any associated taxes, it must pay these taxes directly to Microsoft L vl lle. EA2016EnrGov(US)SLG(ENG)(Nov2016) Page 10 of 10 Document X20-10634 Optional 2"4 Customer signature or Outsourcer signature (if'applicable) Name of Enti st be' Signature" Printed FirVand as Na Printed Title ARV Signature Date* n * indicates required field L i o n-etdl Jordan, Cj4 7 Name of Entity (must be legal entity name)* Signature* Printed First and Last Name* Printed Title Signature Date* Flo - 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)EuBRA,MLI(ENG)(Aug2014) Page 2 of 2 M Microsoft Volume Licensing Amendment to Contract Documents Enrollment Number 7-PZ3ZM F37Q This amendment ("Amendment") is entered into between the parties identified on the attached program signature form. It amends the Enrollment or Agreement identified above. All terms used but not defined in this Amendment will have the same meanings provided in that Enrollment or Agreement. Enterprise Enrollment (Indirect) Invoice for Quoted Price Amendment ID M97 Notwithstanding anything to the contrary or in addition to any terms in the Enrollment, the Enrollment is hereby amended to add the following paragraph: The price quoted to Enrolled Affiliate's Reseller is a fixed price based on an estimated order submission date. Microsoft will invoice Enrolled Affiliate's Reseller based on this fixed price quote. If this order is submitted later than the estimated order submission. date, Enrolled Affiliate's Reseller will be charged for net new Monthly Subscriptions (including Online Services) for the period during which these services were not provided: Pricing to Enrolled Affiliate is agreed between• Enrolled Affiliate and Enrolled Affiliate's Reseller. Al,- t 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. r This Amendment must be attached to a signature form to be valid. Micrnsnft Internal Ilce Only- (M97)EnrAmend(ind)(InvoiceforQuotedPrice)( M97 PLSS ENG Ma 2018 IU .docx AmendmentApp v4.0 M97 PLSS Page 1 of 1 I! Microsoft Volume Licensing Previous Enrollment(s)/Agreement(s) Form Entity Name: City of Fayetteville Contract that this form is attached to: State Local Government For the purposes of this form, "entity" can mean the signing entity, Customer, Enrolled Affiliate, Government Partner, Institution, or other party entering into a volume licensing program agreement. Please provide a description of the previous Enrollment(s), Agreement(s), Purchasing Account(s), and/or Affiliate Registration(s) being renewed or consolidated into the new contract identified above. a. Entity may select below any previous contract(s) from which to transfer MSDN subscribers to this new contract. Entity shall ensure that each MSDN subscriber transferred is either properly licensed under the new contract or is removed. b. Entity may select below only one previous contract from which to transfer the Software Assurance (SA) Benefit contact details, i.e., benefits contact (not the SA manager) and the program codes, to this new contract. c. An Open License cannot be used to transfer either the SA Benefit details or MSDN subscribers. d. The date of the earliest expiring Enrollment/Agreement that contains SA or Online Services will be the effective date of the new contract (or SA coverage period for Select Plus). e. Please insert the number of the earliest expiring Enrollment/Agreement with SA or Online Services in the appropriate fields of the new contract. PrevEnrAgrForm(vWu)(ENG)(Apr2016) Page 1 of 1 Enterprise Enrollment Product Selection Form Proposal ID 0833495.002 Language: English (United States) Microsoft I Volume Licensing Enrollment Number Enrolled Affiliate's Enterprise Products and Enterprise Online Services summary for the initial order: Profile Qualified Qualified Users Device / User Enterprise Product Platform CAL Licensing Model Office Professional Plus + Office Devices Client Access License Ratio Additional Product Server Pool: Unless otherwise indicated in associated contract documents, Price level set using the 365 ProPlus + Office 365 (Plans Enterprise 500 425 1.2 No User Licenses Products Enterprise Quantity Windows Desktop Windows Enterprise OS Upgrade 500 Office 365 GOV Plans 0365 GCC E1 25 0365 GCC E3 400 Enrolled Affiliate's Product Quantities: Price Group 1 2 3 4 Enterprise Products Office Professional Plus + Office Client Access License + Client Access License Win E3 + Win E5 + Additional Product Server Pool: Unless otherwise indicated in associated contract documents, Price level set using the 365 ProPlus + Office 365 (Plans Office 365 (Plans E1, E3 + Windows Intune + Win VDA + Microsoft E3 and E5) + Microsoft 365 and E5) + Microsoft 365 EMS USL + Microsoft 365 Enterprise Enterprise Enterprise 365 Enterprise Quantity 400 425 0 500 Enrolled Affiliate's Price Level: Product Offering / Pool Price Level Enterprise Products and Enterprise Online Services USLs: Unless otherwise indicated in associated contract documents, Price level set using the highest quantity from Groups 1 through 4. D Additional Product Application Pool: Unless otherwise indicated in associated contract documents, Price level set using quantity from Group 1. D Additional Product Server Pool: Unless otherwise indicated in associated contract documents, Price level set using the highest quantity from Group 2 or 3. D Additional Product Systems Pool: Unless otherwise indicated in associated contract documents, Price level set using quantity from Group 4. D Unless otherwise indicated in the associated contract documents, the price level for each Product offering / pool is set as described above, based upon the quantity to price level mapping below: CTM EA -EAS ProdSeIForm (WW)(ENG) Page 1 Of 2 Enterprise Enrollment Product Selection Form Microsoft ( Volume Licensing Quantity of Licenses and Software Assurance Price Level 2,399 and below A 2,400 to 5,999 B 6,000 to 14,999 C 15,000 and above D Note 1: Enterprise Online Services may not be available in all locations. Please see the Product List for a list of locations where these may be purchased. Note 2: Enrolled Affiliate acknowledges that in order to use a third party to reimage the Windows Operating System Upgrade, Enrolled Affiliate must certify that it has acquired qualifying operating system licenses. The requirement applies to Windows Enterprise OS Upgrade.See Product Terms for details. Note 3: If Enrolled Affiliate does not order an Enterprise Product or Enterprise Online Service associated with an applicable Product pool, the price level for Additional Products in the same pool will be price level "A" throughout the term of the Enrollment. Refer to the Qualifying Government Entity Addendum pricing provision for more details on price leveling. EA-EASProdSelForn(WW)(ENG) CTM Page 2 of 2 NO Microsoft Program Signature Form MBAIMBSA number Agreement number 01 E74069 Volume Licensing 7-PZ3ZMF37Q Note: Enter the applicable active numbers associated with the documents below. Microsoft requires the associated active number be indicated here, or listed below as new. For ,the purposes of this form, "Customer' can mean, the signing entity, Enrolled Affiliate, Government Partner, Institution, or other party entering into a, volume, licensing_: program agreement. This signature form and all contract documents identified in the table below are entered into between the Customer and the Microsoft Affiliate sionino. as of the effective date identified below. nt By signing below, Customer and the Microsoft Affiliate agree that both parties (1) have received, read and understand the above contract documents, including any websites or documents incorporated by reference and any amendments and (2) agree to be bound by the terms of all such documents. Name of Entity be legal ty n e)• Ci of Fayetteville Signature* G` Printed First and Last Nan Printed Title v Signature Date' S11 - Tax ID indicates required rield ProgramSignFoffn(MSSign)(NA.LatAm)ExBRA,MLI(ENG)(Aug2014) Page 1 of 2 AR -CITY OF FAYETTEVILLE Pricing Proposal Quotation #: 16902875 Created On: 3/28/2019 Valid Until: 4/26/2019 Inside Account Manager Brad Fulmer Alyssa Benson 113 W MOUNTAIN ST 290 Davidson Ave ATTN: ACCOUNTS PAYABLE Somerset, NJ 08873 Fayetteville, AR 72701 Phone: 732-652-6638 United States Fax: Phone: 479.575.8217 Email: alyssa_benson@shi.com Fax: 450 $36.15 $16,267.50 Email: bfulmer@fayetteville-ar.gov All Prices are in US Dollar (USD) Product Qty Your Price Total 1 AzureActiveDrctryPremP2GCC ShrdSvrALNG SubsVL MVL PerUsr 10 $81.37 $813.70 Microsoft - Part#: MQN-00001 Contract Name: NASPO Software VAR Contract #: ADSP016-130651 Subcontract #: 4600038769 SP -16-0197 Coverage Term: 5/1/2019 — 4/30/2020 2 ExchgOnlnP1 GCC ShrdSvr ALNG SubsVL MVL PerUsr 450 $36.15 $16,267.50 Microsoft - Part#: 3MS-00001 Contract Name: NASPO Software VAR Contract #: ADSP016-130651 Subcontract #: 4600038769 SP -16-0197 Coverage Term: 5/1/2019 — 4/30/2020 3 0365GCCE1 ShrdSvrALNG SubsVL MVL PerUsr 25 $77.14 $1,928.50 Microsoft - Part#: U4S-00002 Contract Name: NASPO Software VAR Contract #: ADSP016-130651 Subcontract #: 4600038769 SP -16-0197 Coverage Term: 5/1/2019 — 4/30/2020 4 0365GCCE3 ShrdSvrALNG SubsVL MVL PerUsr 400 $212.80 $85,120.00 Microsoft - Part#: AAA -11894 Contract Name: NASPO Software VAR Contract #: ADSP016-130651 Subcontract #: 4600038769 SP -16-0197 Coverage Term: 5/1/2019 — 4/30/2020 5 Microsoft Office Professional Plus - Software assurance - 1 PC - academic - 100 $99.51 $9,951.00 Enterprise, Select, Select Plus - Win - All Languages Microsoft - Part#: 269-05704 Contract Name: NASPO Software VAR Contract #: ADSP016-130651 Subcontract #: 4600038769 SP -16-0197 Coverage Term: 5/1/2019 — 4/30/2020 6 PwrBIProGCC ShrdSvr ALNG SubsVL MVL PerUsr 1 $90.32 $90.32 Microsoft - Part#: DDJ-00001 Contract Name: NASPO Software VAR Contract #: ADSPOl6-130651 Subcontract #: 4600038769 SP -16-0197 Coverage Term: 5/1/2019 — 4/30/2020 7 Visio0nlnP2GCC ShrdSvr ALNG SubsVL MVL PerUsr 1 $135.66 $135.66 Microsoft - Part#: P3U-00001 Contract Name: NASPO Software VAR Contract #: ADSPOl6-130651 Subcontract #: 4600038769 SP -16-0197 Coverage Term: 5/1/2019 — 4/30/2020 8 Windows Enterprise - Software assurance - 1 license - Enterprise 500 $44.13 $22,065.00 Microsoft -Part#: KV3-00368 Contract Name: NASPO Software VAR Contract #: ADSPOl6-130651 Subcontract #: 4600038769 SP -16-0197 Coverage Term: 5/1/2019 — 4/30/2020 Total $136,371.68 Additional Comments Thank you for choosing SHI International Corp! The pricing offered on this quote proposal is valid through the expiration date listed above. To ensure the best level of service, please provide End User Name, Phone Number, Email Address and applicable Contract Number when submitting a Purchase Order. For any additional information including Hardware, Software and Services Contracts, please contact an SHI Inside Sales Representative at (888) 744-4084. SHI International Corp. is 100% Minority Owned, Woman Owned Business. TAX ID# 22-3009648; DUNS# 61-1429481; CCR# 61-243957G; CAGE 1 HTFO The Products offered under this proposal are resold in accordance with the SHI Online Customer Resale Terms and Conditions. unless a separate resale agreement exists between SHI and the Customer.