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HomeMy WebLinkAbout2010-10-26; City Council; 20382; APPROVING RENEWAL MICROSOFT ENTERPRISE AGREEMENTCITY OF CARLSBAD - AGENDA ITEM ITEM #. 20,382 MTG. 10-26-10 STAFF: IT APPROVING THE RENEWAL OF THF MlPRnQOFT\Jr 1 nc IVIiOrxL^OV^r 1 ENTERPRISE AGREEMENT DEPT/DIV. ^$2- Approval ^*\ CITY ATTY. fr f RECOMMENDED ACTION: Adopt Resolution No. 2010-242 approving the renewal of the Microsoft Enterprise Agreement for software licensing and maintenance, purchased through CompuCom Systems, Inc. ITEM EXPLANATION: The City uses a number of Microsoft software products and hosted services in its computing environment of over 800 staff computers and 130 data servers. These include: desktop and server operating systems, office productivity tools, database systems, and email and collaboration applications. The City currently purchases Microsoft products, maintenance and hosted services under an agreement titled the Microsoft Enterprise Agreement (EA). Microsoft's EA is a volume purchasing agreement available to large businesses and government entities. The EA is a three-year commitment that permits software purchases and maintenance to be amortized over that three-year period. Under the EA each software purchase includes both the software licenses and upgrade support rights. At the end of the three-year term the City has the option to renew to continue upgrade support. The current EA, approved by Council Resolution No. 2007-276 adopted October 16, 2007, expires on October 31, 2010. With the renewal of the EA, the City will realize the benefit of upgrade support on software licenses purchased on the EA. The EA is the most cost-effective way to stay current on Microsoft's latest technology across the organization. Upgrading to new versions of products benefits the City in several ways. Newer versions offer increased security, new features and more streamlined user interfaces resulting in increased productivity. Newer versions also help maintain compatibility with third-party applications and hosted services. Without the EA, any upgrades needed by City staff could only be obtained through the purchase of a new, full-price software license. Other benefits under the EA include technical training vouchers for IT staff, online end-user training (eLearning) for all City staff and at home use of City licensed Microsoft software. Under the at home use program employees can obtain a licensed copy of most Microsoft Office desktop programs for $19.95 to use on their home computer. The opportunity to use the same software products at home helps increase staff skill levels resulting in fewer helpdesk calls and greater efficiencies. DEPARTMENT CONTACT: Bob Fries 760-602-2789 bob.fries@carlsbadca.gov FOR STAFF USE ONLY. ACTION: APPROVED DENIED CONTINUED WITHDRAWN AMENDED X D D D D CONTINUED TO DATE SPECIFIC CONTINUED TO DATE UNKNOWN RETURNED TO STAFF OTHER -SEE MINUTES D D D D CompuCom Systems, Inc. was selected as the vendor of choice after a thorough best value analysis of Microsoft resellers, qualified for bidding under this agreement. The renewal of Microsoft software licenses and services under the Enterprise Agreement (EA) from CompuCom Systems, Inc. represents the best value to the City consistent with Carlsbad Municipal Code, Chapter 3.28 - Purchasing. CompuCom is an authorized Enterprise Agreement reseller and provides products and technology services under the California Multiple Award Schedule (CMAS) umbrella. FISCAL IMPACT: The total three-year projected cost of the Microsoft software licenses and upgrade support is $740,925 covering over 800 staff computers and 130 data servers. This amount is amortized over a three-year period resulting in annual payments of approximately $247,000. The first year's payment is $246,976. Software maintenance accounts for $208,482 of this amount, the remaining $38,494 are costs for the hosted service of Microsoft's Business Productivity Online Suite (BPOS) which includes email, instant messaging, SharePoint collaboration and LiveMeeting. Funding for the renewal of the Microsoft EA has been planned for and $256,000 is available in the Information Technology's department budget for the first-year commitment. Subsequent years (two and three) will be requested and shown in future IT Department budgets. ENVIRONMENTAL IMPACT: Approving the renewal of the Microsoft Enterprise Agreement is not subject to the California Environmental Quality Act (CEQA). It is not subject to CEQA because it is not considered a "project" pursuant to CEQA Guidelines Section 15378(b). This section states ongoing administrative activities are not considered a project. EXHIBITS: 2010-2421. Resolution No. approving the renewal of the Microsoft Enterprise Agreement. 2. Price quote from CompuCom Systems, Inc. dated 10/08/2010 for renewal of Microsoft Enterprise Agreement for years one, two and three. 3. Microsoft Enterprise Agreement 4. Microsoft Premier Support Service? Agreement 1 2 3 5 6 7 14 15 16 17 18 23 24 25 RESOLUTION NO. 201°-2^2 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, APPROVING THE RENEWAL OF THE MICROSOFT ENTERPRISE AGREEMENT 4 WHEREAS, the City of Carlsbad uses a number of Microsoft software products and hosted services and has determined that the most cost-effective way to purchase those products and services is under Microsoft's Enterprise Agreement (EA) program; and WHEREAS, the City of Carlsbad currently purchases Microsoft products, 10 maintenance and hosted services under a Microsoft EA; and 11 WHEREAS, a best value analysis of five qualified and authorized Microsoft 12 Enterprise Agreement resellers was conducted and CompuCom Systems Inc. was 13 selected as the vendor of choice; and WHEREAS, CompuCom Systems, Inc. , an authorized Microsoft reseller provides products and technology services under the California Multiple Award Schedule; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California, as follows: 19 1. That the above recitations are true and correct. 20 2. That renewal of the Microsoft's Enterprise Agreement is hereby approved and 21 the City Manager is authorized to execute all required documents on behalf of the City. 3. That the purchase of Microsoft software from CompuCom Systems, Inc. under Microsoft's EA shall not exceed $247,000 for year one of a three year o/> agreement, as further described in the price quote dated October 8, 2010 for 27 the City of Carlsbad by CompuCom Systems, Inc. 28 1 4. That funding for subsequent years two and three may be appropriated at the 2 time Information Technology's Department budget is brought forth and 3 approved. 4 /// 5 /// 6 /// 7 /// 8 /// 9 /// 10 /// 11 /// 12 /// 13 /// 14 /// 15 /// 16 /// 17 /// 18 /// 19 /// 20 /// 21 /// 22 /// 23 /// 24 /// 25 /// 26 /// 27 /// 28 /// 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Council of the City of Carlsbad on the 26th day of October, 2010, by the following vote to wit: AYES: Council Members Lewis, Kulchin, Hall, Packard and Blackburn. NOES: None. ABSENT: None. ATTEST: CompuCom The Leading IT Outsourcing Specialist Quantity 801 801 906 906 25 10 12 4 2 1 54 1 1 47 5 10 1 52 7 95 40 12 4 56 12 0 Part # 269-12442 FQC- 03029 76A-00016 T6A-00003 TPA-00001 UT4-00011 7UC-00001 74P-00002 NHF- 00296 B2 1-00364 076-01912 H04-00268 CKF-00299 359-00792 228-04433 228-03148 810-03307 D87-01159 9ED-00073 6VC-01253 6VC-01254 P72-00188 R39-00396 P73-00226 P71 -00886 Product- total Sub-Total Tax Shipping Total Description enterprise products Office Pro Plus (SA) Platform Windows Pro/Enterprise Upgrade with MDOP (SA) Platform Enterprise CAL (SA) User CAL w/Svcs Platform additional products BPOS Std Suite SharedSvr Subscription Per User from E-CAL SA BPOS Deskless SharedSvr Subscription Per User Exchange Online SharedSvr Subscription per User Blackberry License Sharepoint Online Deskless SharedSvr Per User Exchange Hosted Archiving Subscription Per User Expression Studio Web Pro (SA) MapPoint (SA) Project (SA) Sharepoint Server (SA) Sharepoint for Internet Enterprise Edtn (SA) SQL CAL (SA) Device CAL SQL Server Standard Edtn Server (SA) SQL Server Standard Edtn 1 -Processor (SA) SQL Server Enterprise Edtn 1 -Processor (SA) Visio Pro (SA) Visual Studio Premium with MSDN (SA) Windows Remote Desktop Services CAL (SA) Device CAL Windows Remote Desktop Services CAL (SA) User CAL Windows Server Enterprise (SA) Windows Server External Connector (SA) Windows Server Standard (SA) Windows Server Datacenter 1 -Processor (SA) ESD Delivery - Nontaxable Your ANNUAL EA Renewal Price for this 3-year term: Unit Price $78.28 $34.55 $69.43 •• • $40.20 $25.32 $111.00 $16.92 $31.68 $20.42 $40.85 $92.91 $735.82 $6,183.26 $24.42 $133.98 $1,071.15 $4,107.33 $79.48 $699.63 $12.65 $12.65 $352.09 $301.59 $108.34 $359.20 ., - ... •>':' J|" ' : -_^H Ext. Price $62,702.28 $27,674.55 $62,903.58 $- * i i|. $- $36,421.20 $633.00 $1,110.00 $203.04 $126.72 -9 $40.84 $40.85 $5,017.14 $735.82 $6,183.26 $1,147.74 $669.90 $10,711.50 $4,107.33 $4,132.96 $4,897.41 $1,201.75 $506.00 $4,225.08 $1,206.36 $6,067.04 $4,310.40 $- llliiJ4£ffli|75|l • ' | $.. $246,975.75 CompuCom The Leading IT Outsourcing Specialist 3-year true up pricing: Product Description True-Upsfor products purchased on initial EA order Enterprise Products Enterprise Desktop w/MDOP (Office & Windows Lic/SA) Enterprise CAL (Lic/SA) Platform User CAL w/Svcs Additional Products Expression Studio Web Pro (Lic/SA) MapPoint (Lic/SA) Project (Lic/SA) Visio Professional (Lic/SA) Visual Studio Premium with MSDN (Lic/SA) Sharepoint for Internet Sites Enterprise (Lic/SA) Sharepoint Server (Lic/SA) SQL CAL (Lic/SA) Device CAL SQLServer Enterprise (Lic/SA) 1-Processor SQL Server Standard (Lic/SA) Server SQL Server Standard (Lic/SA) 1-Processor Windows Remote Desktop Svcs CAL (Lic/SA) Device CAL Windows Remote Desktop Svcs CAL (Lic/SA) User CAL Windows Server Datacenter (Lic/SA) 1- Processor Windows Server Enterprise (Lic/SA) Windows Server External Connector (Lic/SA) Windows Server Standard (Lic/SA) 1 Part# M7D- 00010 76A-00010 NHF-00294 B21-00326 076-01776 D87-01057 9ED-00071 CKF-00298 H04-00232 359-00765 810-03312 228-04437 228-03159 6VC-01251 6VC-01252 P71-01031 P72-00165 R39-00374 P73-00203 Year-1 Price (11/1/2010 to 10/31/2011) $541.32 $314.28 $131.28 $262.92 $597.54 $511.08 $4,498.86 $43,450.14 $5,170.86 $171.84 $28,862.46 $941.70 $7,527.12 $88.80 $88.80 $2,524.08 $2,474.28 $2,119.38 $761.40 Year-2 Price (11/1/2011 to 10/31/2012) $446.76 $251.16 $109.20 $218.76 $497.10 $425.16 $3,742.50 $36,765.54 $4,375.38 $145.44 $24,422.10 $796.86 $6,369.12 $75.12 575.12 $2,135.76 ;:: $if. 793,34 ••$644,28' . Year-3 Price (11/1/2012 to 10/31/2013) $352.20 $188.04 $87.12 $174.60 $396.66 $339.24 $2,986.14 $30,080.94 $3,579.90 $119.04 $19,981.74 $652.02 $5,211.12 $61.44 $61.44 $1,747.44 ^^^^i^mIS $1,467.30 |J . $527.16 ( CompuCom. The Leading IT Outsourcing Specialist Future Subscription Pricing (note - pricing below is monthly cost, as these are pro-rated based on # of months remaining) BROS Deskless Suite SharedSvr Subscription per User TPA-00001 $2.28 BROS Standard Suite SharedSvr Subscription per User from Enterprise CAL SA T6A-00003 $3.62 Exchange Online SharedSvr Subscription per User Blackberry License UT4-00011 $9.25 Exchange Hosted Archiving Subscription per User 74P-00002 $2.85 Sharepoint Online Deskless SharedSvr Subscription per User 7UC-00001 $1.52 Microsoft Volume Licensing Enterprise Signature Form State and Local Master Agreement number or Enrollment number*01E69633 SGN-000-smangum-S0017 Microsoft to complete if applicable 'Note: Enter the applicable active numbers associated with the below documents. Microsoft requires the associated active number be indicated here, or listed below as new. This signature form and all contract documents identified in the table below are entered into between the Customer and the Microsoft Affiliate signing, as of the effective date identified below. Contract Document Document Number or Code Enterprise Enrollment <Choose One> < Choose One> <Choose One> Supplemental EA Terms & Conditions Enterprise Enrollment Amendment Enterprise Enrollment Amendment Document Description Document Description X20-00096 Document Number or Code Document Number or Code Document Numberor Code none B67 (new) . ^ . 7B1 (new) Document Number OF Code- ~. Document Number or Code v->* . By signing below, Customer and the Microsoft Affiliate agree that both parties (1) have received, read and understand the above contract documents,, including any websites or documents incorporated by reference and any amendments and (2) agree to be bound by the terms of all such documents. Customer Name of Entity*, Qity of Carteb' ^ Signature Printed Name *T . n •-,-,•, •,Li<?9 Hi Idebrgnd Printed Title * City Menager Signature Date * 10/28/2010 Microsoft Affiliate Microsoft Lice Signature Printed Name Printed Title Mdsf,n program Signature Date (date Microsoft Affiliate countersigns)OCT 0 1 2010 Tax ID Effective Date (may be different than Microsoft's signature date) * indicates required field APPROVED AS TO FORM ProgramSignFormGov(US)SLG(ENG)(Oct2009)Page 1 of 2 Optional 2nd Customer signature or Outsourcer Signature (if applicable) J\'CA *f( Customer Outsourcer Name of Entity Signature * Printed Name * Printed Title * Signature Date Name of Entity * Signature * Printed Name * Printed Title * Signature Date' If Customer requires physical media, additional contacts, or is reporting multiple previous Enrollments, include the appropriate form(s) with this signature form. If no media form is included, no physical media will be sent. 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 Licensing, GP Dept. 551, Volume Licensing 6100 Neil Road, Suite 210 Reno, Nevada 89511 -1137 • USA Prepared By: Name of Preparer Email of Preparer ProgramSignFormGov(US)SLG(ENG)(Oct2009)Page 2 of 2 Microsoft Volume Licensing Enterprise Enrollment State and Local Supplemental Enterprise Agreement Terms and Conditions The following terms are required to update and supplement your license agreement to make it consistent with the current version of the Enterprise Agreement program and to allow for additional features and benefits which may or not have been available on the effective date of your license agreement. For example, these terms address the following: • your option to license some Client Access Licenses ("CALs") on a per user basis ("user- based CALs"), rather than on a per device basis, and some rights and obligations associated with user-based CALs; • terms relating to ordering and use of online services; • your right to order "step-up" licenses; and • your ability, in some jurisdictions, to arrange for customized payment terms. These terms and conditions amend your license agreement as it applies to this enrollment and any subsequent enrollments you or an enrolled affiliate enters into under it. It does not affect any prior enrollment already in existence. In the case of any conflict between these terms and conditions and the terms and conditions of your license agreement, these terms control. 1. Definitions. ;?* 'i1 * If your license agreement does not already include a definition for "qualified users," the following definition of "qualified users" is added. In addition, if any references appear in your license agreement to the "Core User CAL" or "Core CAL," those references wil| be. deemed to refer to any user-based CALs. "qualified user" means a person who (1) is a user of a qualified desktop or (2) accesses any server software or online services licensed within an enrolled'affiliate's enterprise. It does not include a person who accesses the server software or online services solely under a license identified in the qualified user exemptions in the product list. 2. Terms relating to user-based CALs. a. Price levels where user-based CALs are ordered. When user-based CALs are ordered as an enterprise product, other than as part of the "platform," the price level for any enterprise products or additional products ordered from the server pool will be set based on the enrolled affiliate's initial number of qualified users, rather than its initial number of qualified desktops. Similarly, upon any renewal, if user-based CALs are renewed, other than as part of the "platform," the renewal price level for the systems pool will be reset based on the number of the enrolled affiliate's qualified users at the time of renewal, rather than its number of qualified desktops. b. True-ups and update statements where user-based CALs are ordered. The section of your license agreement that addresses the obligation to place true-up orders and submit update statements is hereby modified to require that, where user-based CALs are ordered as an enterprise product, the enrolled affiliate must determine the number of qualified users in its enterprise and, where that number has increased, submit a true-up order for L&SA for its user-based CALs covering those additional qualified users. If the number of qualified users has not increased, the enrolled affiliate must confirm this fact on its update statement. Although annual true-up or update statements must be submitted within 60 days prior to or 15 days following the anniversary to meet the true-up requirement, an enrolled affiliate may also EA(EADTTandCs)(US)SLG(ENG)(Oct2009) Page 1 of 2 true-up more frequently at any time during the term of the enrollment. The third-year anniversary true-up or update statement is due prior to or at the expiration date of the enrollment term. Our commitment to work with the enrolled affiliate in good faith to accommodate changes in the number of its qualified desktops by more than ten percent as a result of mergers, acquisitions or divestitures will also apply, if user-based CALs are ordered as an enterprise product, in cases where the number of its qualified users changes by more than ten percent. c. License grant for user-based CALs. The following clarifications are made to the section of your license agreement titled "License grant — what your enrolled affiliates are licensed to run," to account for user-based CALs: For CALs, your license grant is as follows: during the term, each qualified desktop (if device- based CALs have been ordered) or qualified user (if user-based CALs have been ordered) covered by the enrollment may access and use the associated server software. Regarding the number of perpetual licenses received for user-based CALs: When user-based CALs have been ordered as an enterprise product, and once the enrolled affiliate qualifies for perpetual licenses, the number of the enrolled affiliate's perpetual licenses for such CALs will be equal to the number of qualified users covered by the enrollment, rather than the number of qualified desktops. d. Placing renewal orders for user-based CALs. Upon renewal of an enrollment, if user- based CALs were ordered as an enterprise product, the renewal order must include Software Assurance for such user-based CALs for the number of qualified users covered by the enrollment as of the date of renewal. At renewal, where "applicable, the enrolled affiliate can elect to exchange user-based CALs for device-based CALs or vice versa. In that event, the enrolled1 affiliate's renewal order must include L&SA for the number of qualified users or qualified desktops in excess of its current count. See the Product List for more information. 3. Online services. The terms and conditions of your license agreement apply to online services subscriptions throughout the entire term of the subscription except as provided in your license agreement and in the Product List or Product Use Rights at http://microsoft.com/licensinq/contracts. Online services are provided as subscription services and may carry terms that are independent of the agreement terms. Billing terms for online services subscriptions may also differ from the terms of this agreement. Online services are not perpetual under any circumstances. Except where online services are provided as part of other Licenses, true-ups do not apply to online services. 4. Right to order "step-up" Licenses. If an already ordered product has multiple editions, an enrolled affiliate may migrate to the higher edition by ordering the applicable step-up. If step up details are included in an initial enrollment order, then the enrolled affiliate may step-up in accordance with the true-up process. If the step-up details are not included in the initial enrollment order, the enrolled affiliate may step-up by placing an order in the month the step-up is first run in accordance with the process set out for adding new additional products not previously ordered. EA(EADTTandCs)(US)SLG(ENG)(Oct2009) Page 2 of 2 Microsoft Volume Licensing Enterprise Enrollment State and Local Enterprise Enrollment number (Microsoft to complete) Previous Enrollment number (Reseller to complete)7897170 Proposal ID Earliest expiring previous Enrollment end date 1 000-smangum-S0017 10/31/2010 1 If consolidating from multiple previous Enrollments with Software Assurance, complete the multiple previous Enrollment form and attach it to this Enrollment Enterprise Products can only be renewed from a Qualifying Enrollment. Additional Products can be renewed from any previous Enrollment with Software Assurance. This Enrollment must be attached to a signature form to be valid. This Microsoft Enterprise Enrollment is entered into between the entities as of the effective date identified in the signature form. Customer represents and warrants that it is the same Customer, or an Affiliate of the Customer, that entered into the Enterprise Agreement identified above. This Enrollment consists of (1) this document, (2) the terms of the Enterprise Agreement identified on the signature form, and (3) any supplemental contact information form or multiple previous enrollment form that may be required. If Customer's Enterprise Agreement is a version 6.4 or earlier, the Desktop Terms and Conditions are incorporated by reference. All terms used but not defined!are located at http://microsoft.com/licensinq/contracts. In the event of any conflict the terms of this, agreement control. •, Effective date. If Customer is renewing Software Assurance from one or more previous Qualifying Enrollments, then the effective date wiif be the day after the first Enrollment expires. Otherwise the effective date will be the date this Enrollment is accepted by Microsoft. If renewing Software Assurance, the Reseller will need to insert the previous Enrollment number and end date in the respective boxes above. Term. This Enrollment will expire 36 full calendar months from the effective date. It could be terminated earlier or renewed as provided in the Microsoft Enterprise Agreement. Microsoft will advise Customer of the renewal options before it expires. Product order. The Reseller will provide Customer with Customer's Product pricing and order. Prices and billing terms for all Products ordered will be determined by agreement between Customer and the Reseller. The Reseller will provide Microsoft with the order separately from this Enrollment. Qualifying systems Licenses. All desktop operating system Licenses provided under this program are upgrade Licenses. Wo full operating system Licenses are available under this program. If Customer selects the Desktop Platform or the Windows Desktop Operating System Upgrade & Software Assurance, all Qualified Desktops on which the Windows Desktop Operating System Upgrade must be licensed to run one of the qualifying operating systems identified in the Product List at http://microsoft.com/licensing/contracts. Note that the list of operating systems that qualify for the Windows Desktop Operating System Upgrade varies with the circumstances of the order. That list is more extensive at the time of the initial order than it is for some subsequent true-ups and system refreshes during the term of this Enrollment. For example, Windows XP Home Edition or successor Products are not qualifying operating systems. EA2009EnrGov(AOC)(US)SLG(ENG)(Oct2009)Page 1 of 4 Document X20-00096 1. 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, Customer 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 http://licensinq.microsoft.com. a. Primary contact information: The Customer of this Enrollment must identify an individual from inside its organization to serve as the primary contact. This contact is the default administrator for this Enrollment and receives all notices unless Microsoft is provided written notice of a change. The administrator may appoint other administrators and grant others access to online information. Name of entity (must be legal entity name)* City of Carlsbad Contact name* First Bob Last Fries Contact email address* bob.fries@carlsbadca.gov Street address* 1635 Faraday Ave. City* Carlsbad State * CA Postal code* 92008 Country* USA Phone* 760-602-2789 Fax 760-602-8555 Tax ID (if applicable) b. Notices and online administrator: This individual receives online administrator permissions and thus may grant online access to others. This contact also receives all notices. '-'''-. : [X] Same as primary contact Name of entity (must be legal entity name)* Contact name* First Last Contact email address* Street address* City* State * Postal code* Country* Phone* Fax D This contact is a third party (not the Customer). Warning: This contact receives personally identifiable information of the Customer. c. Language preference: Select the language for notices. English d. Microsoft account manager: Provide the Microsoft account manager contact for this Customer. Microsoft account manager name: Debra Jacobson Microsoft account manager email address: debraj@microsoft.com e. If Customer requires a separate contact for any of the following, attach the Supplemental Contact Information form. Otherwise, the notices contact remains the default. • Additional notices contact • Software Assurance manager • Subscription manager • Online Services manager • Customer Support Manager (CSM) contact f. Is a purchase under this Enrollment being financed through MS Financing? D Yes, [X] No. EA2009EnrGov(AOC)(US)SLG(ENG)(Oct2009) Page 2 of 4 Document X20-00096 g-Reseller information Reseller company name* CompuCom Systems, Inc. Street address (PO boxes will not be accepted)* 7171 Forest Lane City* Dallas State * TX Postal code* 75230 Country* USA Contact name * Stacy Price Phone* 972-856-5520 Fax Contact email address* stacy.price@compucom.com The undersigned confirms that the information is correct. Name of Reseller* CompuCom Systems, Inc. Signature*_ Printed name* Stacy Price Printed title* Microsoft BDMDate* Changing a Reseller. If Microsoft or the Reseller chooses to discontinue doing business with one another, Customer must choose a replacement If Customer intends to change the Reseller, it must notify Microsoft and the former Reseller, in writing on a form provided at least 90 days prior to the date on which the change is to take1 effect The change will take effect 90 days frorntrje date of Customer's signature ' - ' 2. Defining yQt&Mnterprise^% ;<;, "V, ., Use this sectro.rj.-to identify'which 'Affiliates ^re. included; in the Enterprise Customer's Enterprise must consist of entire government agencies; departments pr, legaP jurisdictions, not partial government agencies, departments, or legal jurisdictions. (Cfeclcpnly one:bpx in this section ) $Q Only you (and no other affiliates) will be participating LJ Customer and all Affiliates are included (excluding hew Affiliates with which you consolidate in the future) CD*The:foli6wirig Affiliates are excluded 3. Establishing Customer price level. The price level indicated in this section will be the price level for the initial Enrollment term for all Enterprise Products ordered and for any Additional Products in the same pool(s). The price level for any other Additional Products will be level "D". Qualified Desktops: Customer represents that the total number of Qualified Desktops in its Enterprise is, or will be increased to, this number during the initial term of this Enrollment (This number must be equal to at least 250 desktops). 801 EA2009EnrGov(AOC)(US)SLG(ENG)(Oct2009)Page 3 of 4 Document X20-00096 3(3 Qualified Users: Customer represents that the total number of Qualified Users in its Enterprise is, or will be increased to, this number during the initial term of this Enrollment (This number must be equal to at least 250 users). 906 Number of desktops/ users 250 to 2,399 2,400 to 5,999 6, 000 to 14,999 15,000 and above Price level A B C D Price level (for pools in which Customer orders an Enterprise Product): Qualified Desktop D Qualified User D Price level (for pools in which Customer does not order an Enterprise Product): Price level "D" 4. Enterprise Product orders. Customer must select a desktop platform or any individual Enterprise Product before it can order Additional Products. The CAL selection must be the same across the Enterprise. The components of the current versions of any Enterprise Product are identified in the Product List. Enterprise Product Selection Please choose the Enrolled Affiliate's desktop option (Select 1): D Enterprise Desktop with MDOP (3 Enterprise Desktop D Professional Desktop with MDOP Q Professional Desktop [X] Custom Desktop or Individual Enterprise Product Component(s): Select at least 1 component. (For full platform, Windows Desktop, Office, and Client Access License components must all be selected.) [X] Windows Desktop (Includes Windows Desktop Operating System Upgrade and VECD): Windows Desktop with MD6P [>3 Office: Office Professional Plus [>3 Client Access License: Enterprise CAL For any Client Access Licenses, please indicate whether licensing by Desktop or User: User Other Enterprise Products (optional): [~~| Add VECD for Software Assurance as an Enterprise Product (must have selected option with "Windows Desktop OS Upgrade") Unless stated/indicated otherwise, Microsoft will invoice Customer's Reseller in 3 equal annual installments. The first installment will be invoiced upon Microsoft's acceptance of this Enrollment and thereafter on the anniversary of the Enrollment. All subsequent new Additional Products and true-ups are billed in full. EA2009EnrGov(AOC)(US)SLG(ENG)(Oct2009)Page 4 of 4 Document X20-00096 Microsoft Volume Licensing Enterprise Enrollment Amendment ID 7B1 OOO-smangum-SO017 This Enterprise Enrollment Amendment ("Amendment") is entered into between the entities as of the date identified on the signature form. This Amendment governs Customer's use of and access to the Research In Motion and its Affiliates ("RIM") BlackBerry Enterprise Server solution provided by Microsoft (the "Hosted BlackBerry Service"). The Hosted BlackBerry Service is for use only in combination with the Exchange Online subscription purchased by Customer under the Enterprise Agreement ("Agreement"). This Amendment supplements the Agreement and applies only to Customer's use of the Hosted Blackberry Service. Unless Customer has signed an MBSA version 2010 or later, the Online Services Supplemental Terms and Conditions shall apply to this Amendment and the Hosted Blackberry Service. This Amendment is valid until expiration of the current Enrollment term. No extension of this Amendment is provided without Microsoft's prior written approval. 1. Definitions. All capitalized terms used but not defined in this Amendment shall have the meanings given them in the Agreement. "License" means the rights granted by Microsoft to Customer to copy, install, use, access, display, run, and/or otherwise interact with the Hosted BlackBerry Service. 2. Provision of Hosted BlackBerry Service a. General. Microsoft grants Customer a License to use the Hosted BlackBerry Service, subject to Customer's obligation to pay and to any other obligations described in this Amendment or the Agreement. Microsoft will provide the Hosted BlackBerry Service to Customer in accordance with the user documentation at www.microsoft.com/online/mobilitv. b. Customer usage. Customer's access to and use of the Hosted BlackBerry Service is at all times subject to the Microsoft Online Code of Conduct (Acceptable Use Policy) at http://qo.microsoft.com/fwlink/?LinklD=79886&clcid=Ox409, or any successor policy thereto. c. Availability of Hosted BlackBerry Service. Microsoft may change the Hosted BlackBerry Service at any time. Customer's continued use of the Hosted BlackBerry Service shall indicate Customer's acceptance of such change. d. No SLA. The Hosted BlackBerry Service is not subject to the Service Level Agreement ("SLA") associated with Customer's Exchange Online Services. Without limitation, Microsoft is not responsible for downtime associated with the RIM network. e. Support Limitations. If and to the extent set forth in applicable user documentation, and possibly subject to a separate fee, Microsoft may provide technical support to Customer's IT administrator(s) for issues relating to (1) the operation of the Hosted Blackberry Service, including interfacing with RIM on troubleshooting, if and as needed, and/or (2) the BlackBerry administration tools and interface made available to Customer as a part of the Hosted BlackBerry Service. Microsoft is not responsible for support of Customer's end users, or for support related to issues outside its control including, but not limited to: (1) operation or downtime of the RIM network, or (2) operation or configuration of handheld devices or software or desktop software. EAEnrAmend(Dir)(WW)(ENG)(Jun2010) Hosted Blackberry Terms and Conditions 3. Customer Obligations. a. BlackBerry Handhelds, Wireless Services. Customer is responsible, at its expense, (1) for obtaining all necessary BlackBerry handheld devices and associated device software for its end users, (2) for obtaining all RIM desktop software desired for use by its end users (if any), and (3) for obtaining and maintaining any wireless service contracts necessary to enable delivery of the Hosted BlackBerry Service. Customer must also maintain an active Subscription for Exchange Online Services in order to use the Hosted BlackBerry Service. b. Additional RIM Terms. The additional terms in this Section 3(b) are required by RIM as part of the Hosted BlackBerry Service. Customer makes each representation, warranty, or undertaking, and is subject to each obligation in'the following terms, on behalf of itself and all end users to which it makes the Hosted BlackBerry Service available: (i) Permitted Usage. In using the Hosted BlackBerry Service, Customer agrees to: • Use the Hosted BlackBerry Service and related software in compliance with the Hosted BlackBerry Service documentation published by Microsoft and the other terms set forth in the Amendment and Agreement; • use the Hosted BlackBerry Service only for Customer's internal business or personal purposes; • keep its account password(s) secret; • promptly notify Microsoft by e-mail at secure@microsoft.com if it learns of a security breach related to the Hosted BlackBerry Service; and • comply with all obligations under applicable law, including data protection and privacy lawsv.that are owed to any third party with respect to Customer's use of the Hosted BlackBerry Service. (ii) Prohibited Usage. In using the Hosted BlackBerry Service, Customer will not: • use the Hosted BlackBerry Service to commit a crime, facilitate the commission of any crime, or commit any other illegal or tortious act; • violate, circumvent, or avoid its obligations under this Amendment or the Agreement, or engage in unauthorized use or exploitation of RIM's software, or engage in unauthorized use or exploitation of RIM's intellectual property or confidential information; • use the Hosted BlackBerry Service in a way that harms Microsoft, RIM, or their respective affiliates, resellers, distributors, and/or vendors, or any customer of any of the foregoing; • use any entry point of the Hosted BlackBerry Service to automate caching, meta- searching, monitoring, or user activity or use any unauthorized means to modify or reroute, or attempt to modify or reroute, the Hosted BlackBerry Service; • access or attempt to access any other third party's material hosted in the Hosted BlackBerry Service; • to the extent permitted by law, reverse engineer, translate, disassemble, decompile, decrypt, deconstruct (including any aspect of "dumping of RAM/ROM or persistent storage", "cable or wireless link sniffing", "protocol analysis", or "black box" reverse engineering) any software or hardware in the Hosted BlackBerry Service or engage in any method or process of obtaining or converting any information, data, or software from one form into a human readable form; • resell, redistribute, assign, transfer, copy, modify, reproduce, or otherwise use the Hosted BlackBerry Service for any reason other than those permitted in this Amendment or the Agreement; • distribute in any way any viruses, contaminating or destructive features, "back doors", "time bombs", "Trojan horses", "sniffer" routines, "worms", bots, "drop EAEnrAmend(WW)(ENG)(July2010) Hosted Blackberry Terms and Conditions dead devices", harmful software code, file, program or programming routine or other contaminating or destructive features or other computer software routines or hardware components through the Hosted BlackBerry Service or in any manner designed to (1) permit unauthorized access to, or use of, Hosted BlackBerry Service or computer systems on which any related software is loaded, or to which RIM products are linked; (2) disable, damage or erase the Hosted BlackBerry Service or any related software; or (3) perform any other similar actions that would preclude full use of the Hosted BlackBerry Service or any related software, by Microsoft, RIM, their channel partners, their authorized sub- licensees, or their end users; • publish, transmit, distribute or upload any unauthorized or unsolicited bulk email solicitations, chain letters, advertisements, marketing or promotional materials, "junk mail", "spam", pyramid schemes or any other solicitations or communications, including without limitation spamming mobile phones or computers, or use or collect user email addresses or phone numbers, or other user information for any purpose other than Customer's legitimate internal purposes, or use the service to perform any data collection, extraction or mining or gain or attempt to gain unauthorized access to the wireless device memory and software programs or applications; or • incorporate or transmit any data, content, files or materials in any medium distributed via the Hosted BlackBerry Service, or in conjunction with the Hosted BlackBerry Service, that: o includes content, material, graphics, sounds, video, screens, code or information that is unlawful or fraudulent, or violates or infringes any patent, copyright, trademark, trade secret or any other intellectual property rights of others; - - o includes any inappropriate language or material that is unlawful, libelous, slanderous, defamatory or invasive of another person's right of privacy or right of publicity or personality, or that Microsoft may reasonably deem harmful, vulgar, obscene, derogatory, pornographic, abusive, harassing, threatening, hateful, objectionable with respect to race, religion, sexual orientation, age group, national origin or gender, or otherwise unfit for publication; or o suggests or encourages any illegal activity. (iii) Usage Records. • End User Records. Customer shall make commercially reasonable efforts to maintain records identifying each end user of the Hosted BlackBerry Service, including at least the following minimum information: full name; title and company name; street address; city; state or equivalent; country; zip code or equivalent; telephone number; fax number; and email address. • Retention Period. While the Amendment remains in effect, and for a period of two years thereafter or to the extent permitted by applicable law, Customer shall retain end user records and shall otherwise keep accurate records reflecting its use of Hosted BlackBerry Service in accordance with its applicable standard business practices, and generally accepted accounting principles. (iv) Breach by End User. In the event that Microsoft or RIM becomes aware that an end user has breached its obligations under this Amendment, or otherwise engaged in illegal or wrongful acts in connection with the Hosted BlackBerry Service, Microsoft shall be entitled to terminate the service for an end user without obligation of any kind to Customer or such end user. (v) No Warranties by RIM. RIM and its licensors give no express warranties, guarantees or conditions. RIM and its licensors are not responsible to Customer for any warranties provided by Microsoft to Customer. Customer may have additional consumer rights under its local laws that this contract cannot change. RIM and its licensors exclude any implied warranties including those of merchantability, fitness for EAEnrAmend(WW)(ENG)(July2010) Hosted Blackberry Terms and Conditions a particular purpose, workmanlike effort, and non-infringement. (vi) Additional Privacy Terms. In addition to the other terms regarding privacy in this Amendment or the Agreement, Customer consents to the sharing of its identity and contact information by Microsoft with RIM for the purposes of informing RIM of Customer's use of the Hosted BlackBerry Service and allowing RIM to contact Customer with service-related communications. Additionally, in the event of termination of this Amendment, Customer consents, at its option, to either: (1) Microsoft destroying end user data or (2) sharing end user data with RIM or another third party to facilitate transition of the Hosted BlackBerry Service data to alternate services. Such consent to the sharing of end user data survives termination of this Amendment. (vii)lntellectual Property. The Hosted BlackBerry Service contains intellectual property of Microsoft, RIM and their licensors. No right or license is granted to Customer in any technology or intellectual property in the Hosted BlackBerry Service, except as expressly granted herein. (viii)Third Party Beneficiary. Customer acknowledges and agrees that RIM is a third party beneficiary of this Amendment Section 3b and is entitled to enforce its terms. Customer consents to Microsoft providing a copy of this Amendment to RIM. 4. Affiliate Orders. To the extent Customer grants any rights to Affiliates, such Affiliates shall be bound by the terms and conditions of this Amendment and the Agreement, 5. Term, Cancellation and Termination. a. Term. This Amendment is effective until the Hosted Blackberry Service subscription expires or is terminated. b. Termination of Service by Microsoft. Microsoft may terminate the Hosted BlackBerry Service: (i) upon advance written notice of no less than thirty (30) days in the event an essentially equivalent alternative service is available from a third party; (ii) upon notice to Customer if Customer breaches or violates this Amendment or the Agreement; or (iii) immediately in the event of termination of the Microsoft agreement with RIM that permits Microsoft to deliver the Hosted BlackBerry Services. In such event, to the extent permitted by RIM and provided Customer is not in default of any obligation hereunder, Microsoft will undertake commercially reasonable efforts to continue to provide the Hosted BlackBerry Service to Customer for a transition period, not to exceed 120 days, to enable Customer to obtain BlackBerry Service from a substitute provider. c. Effect of Termination. Upon the effective date of termination, Customer's rights to use the Hosted BlackBerry Service will cease and Customer's data will be subject to the provisions applicable to Customer Data in conjunction with Customer's Exchange Online subscription, including the terms of return and destruction of Customer Data. 6. Privacy. Microsoft will use data collected though Customer's use of the Hosted BlackBerry Service to operate and improve the services, as described in the privacy statement at the following link: http://qo.microsoft.com/fwlink/?LinklD^104970&clcid=Ox409. Provided, however, that Microsoft is not responsible for security or privacy of Customer's data on the RIM network and the privacy statement does not apply to the RIM network or Customer's data to the extent of communication between the Hosted Blackberry Service and the RIM network. Data collected by Microsoft may be stored and processed in the United States or any other country in which EAEnrAmend(WW)(ENG)(July2010) Hosted Blackberry Terms and Conditions Microsoft or its affiliates, subsidiaries or service providers maintain facilities. Microsoft abides by the safe harbor framework as set forth by the U.S. Department of Commerce regarding the collection, use, and retention of data from the European Union. Microsoft may access or disclose data, in order to: (a) comply with the law or respond to lawful requests or legal process; (b) protect the rights or property of Microsoft or its customers, including the enforcement of Microsoft's Agreements or policies governing Customer's use of the services; or (c) act on a good faith belief that such access or disclosure is necessary to protect the personal safety of Microsoft employees, customers or the public. Customer will comply with all obligations under applicable law, including data protection and privacy law that are owed to end users and other individuals with respect to Customer's use of the services. Customer represents and warrants that it has and will comply with all such applicable laws to provide notices to and obtain appropriate permissions from any such end users and individuals to allow the sharing of their information with Microsoft and RIM for all purposes set out herein. 7. Miscellaneous. a. Force majeure. Neither party will be liable for any failure in performance due to causes beyond either party's reasonable control (such as fire, explosion, power blackout, earthquake, flood, severe storms, strike, embargo, labor disputes, acts of civil or military authority, war, terrorism (including cyber terrorism), acts of God, acts or omissions of Internet traffic carriers, actions or omissions of regulatory or governmental bodies (including the passage of laws or regulations or other acts of government that impact the delivery of the Hosted BlackBerry Service). This Section will not, however, apply to Customer's payment obligations under this agreement. b. Survival. Section 3b of this Amendment will survive termination of this Amendment. This amendment must be attached to a signature form to be valid. EAEnrAmend(WW)(ENG)(July2010) Hosted Blackberry Terms and Conditions Microsoft Volume Licensing Enterprise Enrollment Amendment ID 6B7 000-smangum-S0017 This Enterprise Enrollment Amendment ("Amendment") is entered into between the entities as of the date identified on the signature form. If Customer is ordering Online Services, these Online Services Supplemental Terms and Conditions ("Supplemental Terms") update the terms of the Enterprise Agreement ("Agreement"). 1. Definitions. Capitalized used, but not defined herein, shall have the meanings given them in the Master Agreement and/or Agreement. The following definitions replace or supplement the definitions in the Agreement, as appropriate: "Customer Data" means all data, including all text, sound, or image files that are provided to Microsoft by, or on behalf of, Customer through Customer's use of the Online Services. "Online Services" means the Microsoft-hosted services identified in the Online Services section of the Product List. "Product" means all software, Online Services and other web-based services,, including pre-release or beta versions, identified on the Product List. "Service Level Agreement" means the document specifying the standards Microsoft agrees to adhere to and by which it measures the level of service for an Online Service. 2. Limited Warranty for Online Services. Microsoft warrants that the Online Services will perform in accordance with the applicable Service Level Agreement. This limited warranty is for the duration of Customer's :use of the Online Service, subject to the notice requirements in the applicable Service Level Agreement. If Microsoft fails to meet this limited warranty and Customer notifies Microsoft within the warranty period, then Microsoft provide the remedies identified in the Service Level Agreement for the affected Online Service. These are Customer's only remedies for breach of the limited warranty, unless other remedies are required to be provided under applicable law. This limited warranty is subject to the following limitations: a. any implied warranties, guarantees or conditions not able to be disclaimed as a matter of law last for one year from the start of the limited warranty; b. the limited warranty does not cover problems caused by accident, abuse or use in a manner inconsistent with this agreement or the Product Use Rights, or resulting from events beyond Microsoft's reasonable control; c. the limited warranty does not apply to components of Products that Customer is permitted to redistribute; d. the limited warranty does not apply to free, trial, pre-release, or beta products; and e. the limited warranty does not apply to problems caused by the failure to meet minimum system requirements. OTHER THAN THIS LIMITED WARRANTY, MICROSOFT PROVIDES NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS. MICROSOFT DISCLAIMS ANY IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE OR NON-INFRINGEMENT. THESE DISCLAIMERS WILL APPLY UNLESS APPLICABLE LAW DOES NOT PERMIT THEM. EAEnrAmend(WW)(ENG)(Oct2008) Online Services Supplemental Terms and Conditions 3. Customer's agreement to protect. Customer will defend Microsoft against any claims made by an unaffiliated third party that: a. any Customer Data or non-Microsoft software Microsoft hosts on Customer's behalf infringes the third party's patent, copyright, or trademark or makes intentional unlawful use of its Trade Secret; or b. arise from Customer's or its end user's violation of the terms of this agreement. Customer must pay the amount of any resulting adverse final judgment (or settlement to which Customer consents). This section provides Microsoft's exclusive remedy for these claims. Microsoft must notify Customer promptly in writing of a claim subject to this section. Microsoft must (1) give Customer sole control over the defense or settlement of such claim; and (2) provide reasonable assistance in defending the claim. Customer will reimburse Microsoft for reasonable out of pocket expenses that it incurs in providing assistance. 4. Limitation on liability. To the extent permitted by applicable law, the liability of each party, its Affiliates, and its Contractors arising under this agreement is limited to direct damages up to the amount Customer was required to pay for the Online Service giving rise to that liability during the prior 12 months. In the case of Online Services provided free of charge, or code that Customer is authorized to redistribute to third parties without separate payment to Microsoft, Microsoft's liability is limited to U.S. $5,000. These limitations apply regardless of whether the liability is based on breach of contract tort (including negligence), strict liability, breach of warranties, or any other legal theory. However, these monetary limitations will not apply to: a. Microsoft's obligatibns under the section of the Master Terms titled" "Defense of infringement, misappropriation, and third party claims'* or Customer's obligations under the section of these Supplemental Terms titled "Customer's agreement to protect", b. liability for damages caused by either party's gross negligence or willful misconduct, or that of its employees or its agents, and awarded by a court of final adjudication (provided that, in jurisdictions that do not recognize a legal distinction between "gross negligence" and "negligence," "gross negligence" as used in this subsection shall mean "recklessness"); c. liabilities arising out of any breach by either party of its obligations under the section of the Master Terms entitled "Confidentiality", except that Microsoft's liability arising out of or in relation to Customer Data shall in all cases be limited to the amount Customer paid for the Online Service giving rise to that liability during the prior 12 months; d. liability for personal injury or death caused by either party's negligence, or that of its employees or agents, or for fraudulent misrepresentation; and e. violation by either party of the other party's intellectual property rights. TO THE EXTENT PERMITTED BY APPLICABLE LAW, WHATEVER THE LEGAL BASIS FOR THE CLAIM, NEITHER PARTY, NOR ANY OF ITS AFFILIATES OR CONTRACTORS, WILL BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, OR INCIDENTAL DAMAGES, OR DAMAGES FOR LOST PROFITS, REVENUES, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION ARISING IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. HOWEVER, THIS EXCLUSION DOES NOT APPLY TO EITHER PARTY'S LIABILITY TO THE OTHER FOR VIOLATION OF ITS CONFIDENTIALITY OBLIGATIONS (EXCEPT TO THE EXTENT THAT SUCH VIOLATION RELATES TO CUSTOMER DATA), THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS, OR MICROSFT'S OBLIGATIONS IN THE SECTION OF THE MASTER TERMS TITLED "DEFENSE OF INFRINGEMENT, MISAPPROPRIATION, AND THIRD PARTY CLAIMS" OR CUSTOMER'S OBLIGATIONS IN THE SECTION OF THESE SUPPLEMENTAL TERMS TITLED "CUSTOMER'S AGREEMENT TO PROTECT." EAEnrAmend(WW)(ENG)(Oct2008) Online Services Supplemental Terms and Conditions 5. Open Source License restrictions. Certain third party license terms require that computer code be generally (1) disclosed in source code form to third parties; (2) licensed to third parties for the purpose of making derivative works; or (3) redistributable to third parties at no charge (collectively, "Open Source License Terms"). Neither party may use, incorporate, modify, distribute, provide access to, or combine the computer code of the other with any other computer code or intellectual property (collectively, "Provide") in a manner that would subject the other's computer code to Open Source License Terms. Microsoft is not responsible for Customer's upload, use or distribution of Customer's code from the Online Services. Customer may upload code to an Online Service and allow third parties access to use or download Customer's code on the Online Service, provided that (a) such use is not restricted by a license agreement or the Product Use Rights and (b) any Open Source License Terms apply solely to Customer and their uploaded code, and not to any code or Products provided by Microsoft. Each party warrants that it will not Provide the other party with, or give third parties access through the Online Services to, computer code that is governed by Open Source License Terms, except as described above.. 6. Applicability of Supplemental Terms. These Supplemental Terms apply only to Customer's purchase and use of Online Services. Services (e.g., consulting or professional services) and Products other than Online Services remain subject to the terms of the Master Agreement, the Agreement, and any terms referenced therein. In the case of any conflict between these Supplemental Terms and the terms and conditions of the Master Terms or Agreement that are not expressly resolved by their terms, these Supplemental Terms control. This amendment must be attached to a signature form to be valid. EAEnrAmend(WW)(ENG)(Oct2008) Online Services Supplemental Terms and Conditions State and Local Government - Microsoft Premier Support Services Description (Microsoft Affiliate to complete) Services Description Number. (For Microsoft Internal Purposes Only) MSL Number This services description ("Services Description") is made pursuant to the Microsoft Master Services Agreement, (the "Agreement") effective as of 1/27/09, which is incorporated herein by this reference. In this Services Description "You", "Your" or "Customer" means the undersigned customer and "We," "Us," or "Our" means the undersigned Microsoft affiliate. Any terms not otherwise defined herein will assume the meanings set forth in the Agreement. This Services Description is comprised of this cover page and the Services Description terms below, which are incorporated herein by this reference. Customer Invoice Information Name of Customer City of Carlsbad Contact Name (This person receives invoices under this Services Description unless otherwise specified on Your purchase order.) Bill Baer Name of Customer or Affiliate that executed the Agreement if different than the undersigned Gordon Peterson Street Address 1635 Faraday Avenue Contact E-mail Address Bill.Baer@carlsbadca.gov City Carlsbad State/Province CA Phone 760-602-2450 Country USA Postal Code 92008 Fax 760-602-8555 Premier Support is a prepaid service and all fees and any applicable taxes are due upon acceptance of this Services Description. We must be in receipt of a purchase order, check, or other acceptable form of payment before We will begin providing Services. We will invoice You for additional Services performed and expenses incurred. Our invoices are payable in full within 30 days of receipt by You and will be directed to Your representative for payment at the address shown above unless otherwise provided in a purchase order. Notwithstanding the foregoing, multi-year Service Descriptions will be invoiced upon Our acceptance of this Services Description for year one and the remaining installments will be invoiced at the subsequent anniversaries of the Commencement Date as defined on the Fee and Named Contacts Schedule(s). We reserve the right to adjust Our fees prior to entering into any new Fee and Named Contacts Schedule(s) This Services Description will commence on 11/1/2010 and will expire on 10/31/2011 (the "Expiration Date") unless otherwise extended by a subsequent FNC(s). By signing below the parties acknowledge and agree to be bound to the terms of the Agreement and this Services Description. Name of Customer (please print) City of Carlsbac Name Microsoft Corporation Signature Name #f person signing (please print) Cyntbie Hgg? Name of person signing (please print) Kioreton Koootor Title of person signing (please print) Deputy City Manager Title of person signing (please print) eivices In&ide Caloo Rep. APPROVED AS TC CORM Premiere.4ServicesDescription(NorthAmerica)(Ua)(English)(April 2010)Page 1 of 9 Date Date —to 1. OVERVIEW. This Services Description describes the various types of services that may be obtained (the "Services"). In addition, it sets forth the parties' respective responsibilities, prerequisites and assumptions that underlie the provision of the Services, applicable fees, and additional terms and conditions. The Services focus on the following key areas: Support Account Management from an assigned Microsoft resource ("Services Resource") helps to build and maintain relationships with Your management and service delivery staff and helps You arrange each element of the Premier Support to meet Your business requirements. Workshops help You to prevent problems, increase system availability and assist with creating products and solutions based on Microsoft technologies. Problem Resolution Support provides assistance for problems with specific symptoms encountered while using Microsoft products, where there is a reasonable expectation that the problem is caused by Microsoft products. Support Assistance provides short-term advice and guidance for problems not covered with Problem Resolution Service as well as requests for consultative assistance for design, development and deployment issues. Information Services provide Your staff with the latest knowledge on Microsoft technologies to enhance Your in-house support capabilities. 2. AVAILABLE SERVICES. You may utilize any combination of the following Services. Unless We specify otherwise, the Services are charged on an hourly basis and will be deducted from the total number of hours You have purchased as set forth in the attached Fee and Named Contacts Schedule(s). The complete list of Services below may not be available in all countries. For a detailed list of Services available outside the US, please contact Your Services Resource. 2.1 Support Account Management. Support Account Management services are intended to help coordinate the support and services relationship. The Services Resource is Your advocate within Microsoft and facilitates a team that can provide Workshops, Problem Resolution Support, and Support Assistance. The Services Resource also serves as the point of information delivery and provides Your feedback regarding the Services to other Microsoft groups. The Services Resource will engage with You in the following activities which will be deducted from the pre-paid hours listed in the "Premier Support Fees" section below: a. Planning and Resource Facilitation. At the commencement of this Service Description, an orientation and planning session can be conducted with Your management and staff via teleconference or onsite if an onsite visit has been purchased. The purpose of this meeting is to discuss the Services available, gather input regarding Your support needs, and jointly plan Your use of the Services. b. Status Meetings and Reporting. A status report can be prepared on a regular basis, to summarize the Services delivered during the previous reporting period. Status meetings will be conducted to discuss Service activities, monitor Your satisfaction levels, and discuss actions or adjustments that may be required. Customized reporting can be provided at Your request and any additional related labor will be deducted from Your Support Assistance hours. c. Escalation Management. Support issues that require escalation to other resources within Microsoft can be closely managed by the Services Resource to expedite resolution. 2.2 Workshops and Events. The goal of Workshops and Events is to provide You proactive technical information to assist in the design, development or deployment of Microsoft technologies. All registration requirements for Workshops and Events must be completed by You 60 days prior to the expiration date of the applicable Fee and Named Contacts Schedule(s). Additional benefits may include instruction to help reduce the number and minimize the impact of problems related to Microsoft Products that You experience. Workshops and Events can include the following: a. Workshops. We can conduct instructor-led training sessions that emphasize Microsoft technologies at Your facility or on location at Microsoft. If You elect to have a Workshop conducted at Your facility, We will provide You with specifications for configuring Your environment prior to the delivery of the Workshops. Workshops are individually scoped and priced depending upon the length, delivery location and material presented. Your Services Resource can provide You with a current list of available Workshops. Premiere.4ServicesDescription(NorthAmerica)(US)(English)(April 2010) Page 2 of 9 2.3 Problem Resolution Support. Problem Resolution Support provides assistance for problems with specific symptoms encountered while using Microsoft products, where there is a reasonable expectation that the problems are caused by Microsoft products. Problem Resolution Support is available 24 hours a day, 7 days a week. Requests for support may be submitted via telephone or electronically through the Premier online website by Your designated contacts, except for Severity 1 and A which must be submitted via telephone as set forth below in Section 2.3(a). Problem Resolution Support can include any combination of the following: a. Problem Request (Break-Fix). An assisted break-fix support request, also known as an incident, is defined as a single support issue and the reasonable effort needed to resolve it. A single support issue is a problem that cannot be broken down into subordinate issues. If a problem consists of subordinate issues, each shall be considered a separate incident. Incidents requiring an onsite visit will be charged on an hourly basis and will include charges for reasonable travel and living expenses. In certain situations, We may provide You with a modification to the commercially available Microsoft product software code to address specific critical problems ("Hotfix(es)") in response to an assisted break-fix support request. Hotfixes are designed to address Your specific problems and are not regression tested. Except as otherwise provided herein or in an Exhibit, Hotfixes may not be distributed to unaffiliated third parties without Our express written consent. Problem resolution support is charged on an hourly basis and includes the commercially reasonable amount of hours of Services necessary to troubleshoot and help resolve the support issue. Hours-based incidents are deducted from the pre-paid hours set forth in the attached Fee and Named Contacts Schedule(s) or charged to You in arrears if all pre-paid hours have been exhausted. You are responsible for setting the initial severity level in consultation with Us and You can request a change in severity level at any time. The incident severity will determine the response levels within Microsoft and estimated response times and Your responsibilities are defined in the following table: Severity 1 Submission via phone only A Submission via phone only B Submission via phone or web C Submission via phone or web Situation • Catastrophic business impact: • Complete loss of a core (mission critical) business process and work cannot reasonably continue • Needs immediate attention • Critical business impact: • Significant loss or degradation of services • Needs attention within 1 hour • Moderate business impact: • Moderate loss or degradation of services but work can reasonably continue in an impaired manner. • Needs attention within 2 Business Hours1 • Minimum business impact: • Substantially functioning with minor or no impediments of services. • Needs attention within 4 Business Hours1 Our Expected Response • 1st call response in 1 hour or less • Our Resources at Your site as soon as possible. • Continuous effort on a 24x7 basis • Rapid Escalation within Microsoft to Product teams • Notification of Dur Senior Executives • 1 sl call response in 1 hour or less • Our Resources at Your site as required. • Continuous effort on a 24x7 basis • Notification of Our Senior Managers • 1st call response in 2 hours or less • Effort during Business Hours1 only • 1st call response in 4 hours or less • Effort during Business Hours1 only Your Expected Response • Notification of Your Senior executives • Allocation of appropriate resources to sustain continuous effort on a 24x7 basis2 • Rapid access and response from change control authority • Allocation of appropriate resources to sustain continuous effort on a 24x7 basis2 • Rapid access and response from change control authority • Management notification • Allocation of appropriate resources to sustain Business Hours1 continuous effort • Access and response from change control authority within 4 Business Hours1 • Accurate contact information on case owner • Responsive within 24 hours. Business Hours are defined as 6AM to 6PM Pacific Time, Monday through Friday excluding holidays. 2 We may need to downgrade the severity level if You are not able to provide adequate resources or responses to enable Us to continue with problem resolution efforts. Premier6.4ServicesDescription(NorthAmerica)(US)(English)(April 2010)Page 3 of 9 You may be required to perform problem determination and resolution activities as requested by Us. Problem determination and resolution activities may include performing network traces, capturing error messages, collecting configuration information, changing product configurations, installing new versions of software or new components, or modifying processes. You are responsible for implementing the procedures necessary to safeguard the integrity and security of Your software and data from unauthorized access and to reconstruct lost or altered files resulting from catastrophic failures. b. Rapid Onsite Support Services. You can request on-site support as an additional billable service. Our ability to provide onsite support is subject to Our resource availability, and the tasks performed will vary depending on the situation, environment, and business impact of the issue. b. Software Assurance Benefits. You may elect to convert Your Software Assurance 24x7 Problem Resolution Support Incidents (SA PRS Incidents) to Premier Problem Resolution Support (PPRS) hours or incidents for use consistent with Your Premier service plan at the time of transfer. This conversion is based on a local rate calculation that will be provided by your Services Resource. You may be required to purchase additional Support Account Management hours before converting SA PRS incidents/hours. All SA PRS Incidents You transfer are subject to this Services Description. 2.4 Support Assistance. Support Assistance provides short-term advice and guidance for problems not covered with Problem Resolution Support as well as requests for consultative assistance for design, development and deployment issues. Your Services Resource will work with You to determine Your specific Support Assistance needs. The following are types of Support Assistance that can be utilized under this Services Description: a. Infrastructure Support Assistance. Infrastructure Support Assistance includes informal advice, guidance and knowledge transfer intended to help You implement Microsoft technologies in ways that avoid common support issues and decrease the likelihood of system outages. These services also help You to resolve problems that are not attributed to Microsoft Products including: • Errors caused by Your networking infrastructure, hardware, non-Microsoft software, operational procedures, architecture, IT service management process, system configuration or human error. • Multi-vendor coordination interoperability problems. Upon Your request, We will collaborate with third- party software suppliers to help resolve complex multi-vendor product interoperability issues. b. Reviews. A review is an assessment of a specific system, application or architecture to address design, development, deployment, and supportability issues for current or planned implementations of Microsoft technologies. Each review is individually scoped and estimated prior to scheduling resources, and a written report is produced to document findings and recommendations. All requests for reviews and the applicable data must be submitted to Us no later than 60 days prior to expiration date of the applicable Fee and Named Contacts Schedule(s). c. Development Support Assistance. Development Support Assistance helps You in Your creation and development of internal applications on the Microsoft platform that integrate Microsoft technologies. Development Support Assistance specializes in Microsoft development tools and technologies. d. Lab Access. Microsoft can provide You with access to a lab facility to assist You with product development, benchmarking and testing, prototyping and migration activities on Microsoft products. These facilities must be scheduled in advance and are subject to availability. 2.5 Information Services. Information Services provide You with technical information about Microsoft products and support tools that help You to implement and operate. Microsoft products in a more efficient and effective manner. Information Services can include any combination of the following: a. Premier online website. The Premier online website provides access to the following information resources at no additional charge: • Regularly updated product news flashes documenting key support and operational information about Microsoft products. • Critical problem alerts notifying You of potentially high-impact problems. • Web response tool for submitting and checking the status of support incidents. • Microsoft KnowledgeBase of technical articles and troubleshooting tools and guides. Premier6.4ServicesDescription(NorthAmerica)(US)(English)(April 2010) Page 4 of 9 b. Support Webcasts. Support webcasts are regularly scheduled webcast discussions led by Our program managers, developers and professionals covering key areas of Microsoft technology. These are provided at no additional charge and require high speed internet access to participate. 2.6 Additional Services. You may request changes or additions to this Services Description at any time. Additional Services that are available for purchase, and the specific terms and conditions applicable to those Services, may be set forth in this Services Description, an attached Exhibit and/or Fee and Named Contacts Schedule(s). Additional Services will be invoiced at the prevailing price at the time the Services are rendered or upon acceptance of an Exhibit and/or Fee and Named Contacts Schedule(s) referencing this Services Description. If you purchase additional Problem Resolution Support hours or convert Software Assurance hours to Problem Resolution Support hours, you may also be required to purchase additional Services Management hours. Prior to delivering additional Services, We must be in receipt of a purchase order, check or other acceptable form of payment. 3. PREREQUISITES AND ASSUMPTIONS. Our delivery of Services under this Services Description is based upon the following Prerequisites and Assumptions: a. All Services will be provided remotely to Your locations in the United States unless otherwise set forth in an Exhibit to this Services Description (see section 3(k) below). Where additional onsite visits are mutually agreed, and not pre-paid and defined on your Fee and Named Contacts Schedule, You will be billed for reasonable travel and living expenses in arrears. b. All Services will be provided in the English language unless otherwise agreed to by You and Us in writing or in an Exhibit to this Services Description. c. We will provide support for all United States versions of commercially released generally available Microsoft products unless otherwise set forth in an Exhibit to this Services Description or specifically excluded on the Premier online website. Support for those Microsoft products that have entered the Extended Support Phase , as defined on the Premier online website, will be charged on an hourly basis only. Non-security related Hotfix support is not available for Microsoft products that have entered the Extended Phase of support unless You have purchased such support in an Exhibit to this Services Description. d. Support for pre-release products is not provided except as otherwise provided in an attached Exhibit. e. ALL SERVICES, INCLUDING ANY ADDITIONAL SERVICES PURCHASED DURING THE TERM OF FEE AND NAMED CONTACTS SCHEDULE(S) SHALL BE FORFEITED IF NOT UTILIZED DURING THE TERM OF THE APPLICABLE FEE AND NAMED CONTACTS SCHEDULE(S). f. Support Assistance is dependent upon the availability of resources. g. We can access Your system via remote dial-in to analyze problems at Your request. Our personnel will access only those systems authorized by You. We may provide You with software to assist with problem diagnosis and/or resolution. Such software is Microsoft's property and must be returned to Us promptly upon request. In order to utilize remote dial-in assistance, You must provide Us with the appropriate access and necessary equipment. h. You must have access to the Internet in order to take advantage of Internet-based services, i. Additional Prerequisites and Assumption may be set forth in relevant Exhibits. j. When purchasing Problem Resolution Support, we will require a corresponding quantity of Support Account Management to facilitate delivery of your Problem Resolution Support. If you purchase additional Problem Resolution Support, Support Assistance, or if you convert Software Assurance hours to Problem Resolution Support hours or incidents, you may be required to purchase additional Support Account Management. k. Resource Site Visits (number of trips to Your location) are mutually agreed upon at acceptance of this Services Description and the total fixed price amount for these visits are included in Your Fee and Named Contacts Schedule. 4. YOUR RESPONSIBILITIES. This section sets forth Your performance obligations under this Services Description. Our performance is predicated upon You fulfilling the following responsibilities in addition to those set forth in Section 2.3 and any applicable Exhibits. Failure to comply with the following responsibilities may result in delays of Service. Premiere.4ServicesDescription(NorthAmerica)(US)(English)(April 2010) Page 5 of 9 a. You can designate named contacts as set forth in the attached Fee and Named Contacts Schedule(s), one of which will be the Customer Support Manager ("CSM") for support related activities. The CSM is responsible for leading Your team and will manage all of Your support activities, and internal processes for submitting support requests to Us. Each contact will be supplied with an individual account number for access to the Premier online website, support issue submission and access to Your Services Resource. In addition to the named contacts, You may also identify two types of group contacts as follows: • One type will receive a shared account ID that provides access to the Premier online website for information content and the ability to submit support requests through the Premier online website or by telephone. • One type will receive a shared account ID that provides access to the Premier online website for information content only. b. You agree to work with Us to plan for the utilization of Services based upon the service level You purchased. c. You agree to provide an internal escalation process to facilitate communication between Your management and Us as appropriate. d. You agree to respond to customer satisfaction surveys We may provide to You from time-to-time regarding the Services. e. You agree to provide reasonable office space, telephone and high speed internet access, and access to Your internal systems and diagnostic tools to Our Services Resources that are required to be on-site. f. You are responsible for any travel and expenses incurred by Your employees or contractors. 5. ADDITIONAL TERMS AND CONDITIONS. Except as otherwise set forth in an Exhibit (or attachment to an Exhibit) to this Services Description, this section governs the ownership and use rights of any computer code or other materials that may be provided under this Services Description. a. Pre-existing Work. All rights in any computer code or materials developed or otherwise obtained by or for Us or Our affiliates, or You or Your affiliates independently of this Services Description ("Pre-existing Work") shall remain the sole property of the Party providing the Pre-existing Work. During the performance of the Services for this Services Description, each Party grants to the other Party (and Our contractors as necessary) a temporary, non-exclusive license to use, reproduce and modify any of its Pre-existing Work provided to the other Party solely for the performance of such Services. We grant You a non-exclusive, perpetual, fully paid-up license to use, reproduce and modify (if applicable) Our Pre-existing Work in the form delivered to You for Your internal business operations without any obligation of accounting or payment of royalties. Your licenses to Our Pre-existing Work are conditioned upon Your compliance with the terms of the Agreement and this Services Description and the perpetual license applies solely to Our Pre-existing Work that is left to You at the conclusion of Our performance of the Services. b. Materials. All rights in any materials developed by Us (other than software code) and provided to You in connection with the Services ("Materials") shall be owned by Us except to the extent such Materials constitute Your Pre-existing Work. Upon payment in full, We grant You a non-exclusive, perpetual, fully paid-up license to use, reproduce and modify the Materials solely for Your internal business operations and without any obligation of accounting or payment of royalties. You may sublicense the rights granted herein to Your Affiliates. All rights not expressly granted, are reserved. c. Sample Code. We grant You a nonexclusive, perpetual, royalty-free right to use and modify any software code provided by Us for the purposes of illustration ("Sample Code") and to reproduce and distribute the object code form of the Sample Code, provided that You agree: (i) to not use Our name, logo, or trademarks to market Your software product in which the Sample Code is embedded; (ii) to include a valid copyright notice on Your software product in which the Sample Code is embedded; and (iii) to indemnify, hold harmless, and defend Us and Our suppliers from and against any claims or lawsuits, including attorneys' fees, that arise or result from the use or distribution of the Sample Code. d. Open Source License Restrictions. Because certain third party license terms require that computer code be generally (i) disclosed in source code form to third parties; (ii) licensed to third parties for the purpose of making derivative works; or (iii) redistributable to third parties at no charge (collectively, "open source license terms"), the license rights that each Party has granted to any computer code (or any intellectual property associated therewith) do not include any license, right, power or authority to incorporate, modify, combine and/or distribute that computer code with any other computer code in a manner which would subject the other's computer code to open source license terms. Premiere.4ServicesDescription(NorthAmerica)(US)(English)(April 2010) Page 6 of 9 Furthermore, each Party warrants that it will not provide or give to the other Party computer code that is governed by open source license terms. e. Reservation of Rights. All rights not expressly granted in this Section 5 are reserved.. 6. Attachments: The following Schedule(s) and Exhibits are attached at the execution of this Services Description: Microsoft Premier Support Services Description Schedule: Fee and Named Contacts Schedule Premier6.4ServicesDescription(NorthAmerica)(US)(English)(April2010)Page 7 of 9 Microsoft Premier Support Services Description Schedule: Fee and Named Contacts: (Microsoft Affiliate to complete) Premier Support Services Description Number Customer Name: City of Carlsbad This Schedule is made pursuant to the Microsoft Premier Support Services Description identified above (the "Services Description"). The terms of the Services Description and applicable Exhibits are incorporated herein by this reference and by accepting Our performance of Services under this Schedule You agree to be bound by these terms. Any terms not otherwise defined herein will assume the meanings set forth in the Agreement and the Services Description. This Schedule Will commence on 11/1/2010 (the "Commencement Date") and will expire on 10/31/11 (the "Expiration Date"). 1. PREMIER SUPPORT SERVICES AND FEES. The quantities listed in the table below represent the amount of Services that You have pre-purchased for use during the term of this Schedule and applicable fees. a. Fee Summary USD Total Price $37,000 $37,000 b. Software Assurance Benefits You may elect to convert Your Software Assurance 24x7 Problem Resolution Support Incidents (SA PRS Incidents) to Premier Problem Resolution Support (PPRS) hours or incidents for use consistent with Your Premier service plan at the time of transfer. This conversion is based on a local rate calculation that will be provided by your Services Resource. You may be required to purchase additional Support Account Management hours before converting SA PRS incidents/hours. All SA PRS Incidents You transfer are subject to this Services Description When purchasing Problem Resolution Support, we will require a corresponding quantity of Support Account Management to facilitate delivery of your Problem Resolution Support. If you purchase additional Problem Resolution Support, Support Assistance, or if you convert Software Assurance hours to Problem Resolution Support hours or incidents, you may be required to purchase additional Support Account Management c. Services by Support Location Country: United States PREMIER FOUNDATION 0 PACKAGE Support Account Management Included Hours for Workshops and Events*, Support Assistance**, Problem Resolution o Up to 10 hours for Support Assistance o Up to 30 hours for Problem Resolution One Open Enrollment Workshop Included One Health Check Included Unlimited User Access to Premier Online Website Included Premier6.4ServicesDescription(NorthAmerica)(US)(English)(April 2010)Page 8 of 9 * All registration requirements for Workshops and Events must be completed by You no later than 60 days prior to the expiration date of this Fee and Named Contacts Schedule(s). "Daily rates will apply to onsite Chalk Talks, Health Checks, and any custom onsite Support Assistance engagements. These daily rates include all travel and living expenses. Support Assistance hours will be deducted to cover the applicable daily rate. Your Services Resource can provide you with the daily rates applicable to the Services requested. Daily rates do not apply to custom onsite Support Assistance engagements that are less than 4 hours in length with roundtrip travel time of 1 hour or less. 2. MICROSOFT CONTACT Microsoft Contact: Contact for questions and notices about this Schedule and the Services Description: Microsoft Contact Name: Margaret Gardiner Address: Microsoft Corporation (Attn: Margaret Gardiner) Phone: (503) 477-5650 Email: margardi@microsoft.com Facsimile: (425)708-0417 3. CUSTOMER NAMED CONTACTS a. Premier Customer Named Contacts CSM Name: Bill Baer Address: 1 635 Faraday Av Carlsbad. CA 92008 Phone: ( 760 ) 602-2451 Email: bill.baer@carlsbadca.gov Facsimile: ( 760 ) 602-8555 Named Contact Name: Bob Fries Address: 1635 Faraday Av Carlsbad. CA 92008 Phone: ( 760 ) 602-2789 Email: bob.fries@carlsbadca.gov Facsimile: ( 760 ) 602-8555 Named Contact Name: Address: Phone: ( ) Email: Facsimile: ( ) Named Contact Name: Address: Phone: ( ) Email: Facsimile: ( ) Premiere.4ServicesDescription(NorthAmerica)(US)(English)(April 2010)Page 9 of 9