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HomeMy WebLinkAbout2001-10-15 City Council (3)City of Palo Alto City Manager’s Report TO: FROM: HONORABLE CITY COUNCIL CITY MANAGER DEPARTMENT: 5 ADMINISTRATIVE SERVICES DATE:OCTOBER 15, 2001 CMR:371:01 SUBJECT: APPROVAL OF 3-YEAR AGREEMENT WITH ASAP AMOUNT OF $176,580 MICROSOFT ENTERPRISE SOFTWARE IN THE ANNUAL RECOMMENDATION Staff recommends that Council approves and authorizes the Mayor to execute the attached Microsoft Enterprise Agreement with ASAP Software in the annual amount of $176,580. BACKGROUND In alignment with the Information Technology Strategic Plan, IT will establish a Microsoft Enterprise Agreement, fulfilling two of the plan’s goals: 1) standardize city operating systems and, 2) standardize office automation application and complete migration to Microsoft Office. The County of Riverside recently issued a competitive RFP on behalf of the California County Information Services Directors Association (CCISDA) for purchases under a Microsoft Enterprise Agreement. After the RFP process, ASAP Software was awarded the contract. This new Enterprise Agreement allows all cities, counties, and state agencies to participate and purchase Microsoft products. This agreement will achieve cost savings due to the large number of agencies participating; provide economies of scale; ensure licensing compliance; and provide the flexibility to migrate to new Microsoft products. DISCUSSION The Microsoft Enterprise agreement is a three-year contract that allows an organization to standardize on a Microsoft platform of products. The City will pay a set price per desktop per year for all qualified desktops in the City and will be eligible to run the latest versions of the following products: CMR:371:01 Page 1 of 3 ¯Office Professional (including: Word, Excel, PowerPoint, Outlook, Publisher, and Access) ¯BackOf-fice client access license (A license necessary for each device-including workstation, terminal, and pager.- accessing any BackOffice Server suite component product.) ¯Windows 32-bit operating system upgrade (e.g., Windows 2000) Benefits of the Microsoft Enterprise Agreement include: ¯Standardization of operating system and office automation applications ¯Simplified license and compliance tracking ¯Flexibility to upgrade to newer versions of products ¯Streamlined ordering process ¯Simplified budgetary planning RESOURCE IMPACT These payments are budgeted in the 2001-02 adopted budget. If volume is not achieved, Pricing per desktop is $217.14 or $195,426 annually. At this time, staff anticipates that CCISDA volume goals will be met. Funding for year one, in the amount of $176,580, is included in the 2001-02 adopted budget. Funding for years two and three, in the annual amount of $176,580, is contingent on Council approval of the fiscal years of 2002-03 and 2003-04 Proposed Budget. POLICY IMPLICATIONS This report does not represent any change to existing City policies. ENVIRONMENTAL REVIEW Approval of this contract amendment does not constitute a project under the California Environmental Quality Act (CEQA). Therefore, no environmental assessment is required. ATTACHMENTS Attachment A: County of Riverside Enterprise Agreement Attachment B: Microsoft State and Local Government Enterprise Enrollment CMR:371:01 Page 2 of 3 PREPARED BY: LISA IT Manager,)n Technology DEPARTMENTAL HEAD APPROVAL: CARL YEATS / Director, Administrative Services CITY MANAGER APPROVAL: ~-MILY HARRISOn"-- Assistant City Manager CMR:371:01 Page 3 of 3 ATTACHMENT A MSLi, A Wholly Owned M~’osoff Company MSLI, GP Dept. 551-Volume Licensing 6100 Neil Road, Suite 2t0 Reno, NV 89511-1137 Phone: (775) 823-5600 Fax: (775) 826-7287 June 20, 2001 County of Riverside 4080 Lemon St., PO Box 1589 Riverside, CA 92502-1589 Dear Mike Lee Thank you for choosing Microsoft® Enterprise 5.1. the details are as below. Program: Enterprise 5.I State & Local Govt C~Jstomer Name: County of Riverside Large Account Reseller: N/A Enrollment No.: N/A Agreement No.: 01 E50944 Microsoft® Business Agreement No.: N/A EffectiveDate: 6/19/2001 Initial Effective End Date: 6/30/2004 Extension Effective End Date: 6/30/2005 DHL AWB# to the end customer: 9282198796 Your Agreement has been received and accepted by Microsoft To track the status of your agreement package please go to http://www.dhl.com and enter the airway bill tracking number provided above. Should there be any changes to the contact or address details provided on the Agreement form(s), please advise your Large Account Reseller who will then in turn notify Microsoft. If you have any further questions, please contact your Large Account Reseller. ’ Sincerely, Microsoft Worldwide Volume Licensing Operations ASAP Software° A Buhrmann Company June 11, 2001 Rohn Benbrook Account Executive 777 Campus Commons Rd Suite 200 Sacramento CA 95825 Phone: (916) 565-7616 Fax: (916) 565-7618 rbenbrook@asap.com www.asap.com Dear State of California Customer, As you may know, the County of Riverside recently issued a competitive RFP on behalf of CCISDA for purchases under a Microsoft Enterprise Agreement. ASAP Software was awarded the resulting contract. All cities, counties, and state agencies are eligible to purchase off this new Enterprise Agreement. Please note that this is a limited time offer and will only be available through October 1, 2001. The Microsoft Enterprise agreement is a three-year contract that allows you to standardize on a Microsoft platform of products while reducing your budgeting uncertainty. You simply pay a set price per desktop per year for all qualified desktops in your organization and you will be eligible to run the latest versions of these products: =Office Pro ¯Backoffice client access license ¯Windows 32-bit operating system up~ade The pricing is set initially at $196.20 per desktop per year. If CCISDA meets the forecast levels of participation in this agreement, that will remain the price each year of the agreement. You will also pay a true-up fee for any new desktops you add during the term of the agreement. You may have heard about some changes coming to Microsoft’s other licensing programs, including Open and Select. These changes could mean complicated and costly changes for your organization, so it may be worth your while to consider whether the Enterprise Agreement can save you time and money for your licensing needs. As I mentioned, you only have until October 1, 2001 to enroll in this three-year contract. If you’re interested in using fiscal year end funds, we can help you sign up as quickly as possible. We are including a copy of the Enterprise Enrollment for your review; if you decide to participate we’ll help walk you through the paperwork. Since this is a brand new type of agreement for California, we understand you will have questions about how to get started. Please feel free to contact me at rbenbrook@asap.com or 916-565-7616 to discuss this opportunity further. Thank you and we look forward to working with you! Sincerely, Rohn Benbrook Software] Services]Solutions Enterprise Agreement Number For Microsoft Internal Use Purposes NOT FOR USE WITH THE MICROSOFT B USI-NESS AGREEMENT !V£ICROSOFT STATE AND LOCAL GOVERNMENT ENTERPRISE AGREEMENT This MICROSOFT STATE AND LOCAL GOVERNMENT ENTERPRISE AGREEMENT is entered into between the following entities as of ~e effective date identified below. If different from the main contact information, any notices must be addressed to the contact and locations outlined in the notices section below. We will notify you in writing if our address information changes. You must notify us in writing if your address changes. Customer Name Riverside County Street Address and/or post office box 2880 Washington Street City and State / Province River.~ ~ d~ .. ~,A Country and Postal CodeUnited States 9 ~.5"02- lS~q Contact Name MA.ehae’l - S. Lee Ph°ne Nu~9) 955-4942 Fax Number (909) 955-4948 Pur chasing, mikelee @co. rivers ide, ca. us F°rtbeA~a°gi S. Lee Customer Notiee~ Information (if different from above) Customer Name Street Address and/or post office box City and State / Province Countx’y and Postal Code Contact Name Phone Number Name and address of contracting Microsoft affiliate MSLI, GP Street Address and/or post office box 6100 Nell Road S~m 210 City and State ! Province Reno, NV Country and Postal Code USA 8951 lo1137 Account Manager Name, Location, and E-Mail Address Phone Number Fax Number Email Address For the Attention of: 775-823-5600 775-826-7287 Selquest~ mierosofhcom Dept. 551, Volume/..ic~nstng The agreement and attached documents should be sent to the above address for a All NOTICF~ should have Copy To: Microsoft Corporation, Law and Corporate Affairs One Microsoft Way Redmond, WA USA 98052 Fax Number Email Address 425-936-7329 For~e Attention o~For the Attention off Volume Licensing Attorney Microsoft State and Local Government Enterprise Agreement v.5.1 (North American) November 20, 2000 Cover Page Page I of 8 This agreement consists of (1) this cover page, (2) the attached terms and conditions, (3) the Product List, (4) the product use rights applicable to products licensed under this agreement and (5) any enrollment entered into under this agreement. By signing below, you represent that the information you provide on each of the attached forms is accurate. Nan~’ Of Customer (Entity Name):/~Riverside County ~ ~ /-~/,/ (’Signature) / Name:Michael S. Lee (Printed) Title: Procurement Contract Specialist (Printed) Date:6/11/01 Name of contracting Microsoft affiliate: MSLI, GP n=e: Beverly Ellis Contract Adm n s ator Ti~e: Effec~ve Dam: Microsoft State and Local Government Enterprise Agreement v.5.1 (’North American,) November 20, 2000 Cover Page Page 2 of 8 MICROSOFT STATE AND LOCAL GOVERNMENT ENTERPRISE AGREEMENT TERMS AND CONDITIOI~S 1. Definitions. In this agreement, "you" means the entity that has entered into this agreement with us, and "we" or "us" means the Microsoft company which has signed this agreement. In addition, the following definitions apply: "additional products" means those products other than enterprise products that an enrolled affiliate chooses to license under this agreement; "affiliates" means (i) with regard to you, any government agency, department, instrumentality, division, unit or other office that is supervised by or is part of you, or which supervises you or of which you are a part; together with, as mandated by law, any county, borough, commonwealth, city, municipality, town, township, special purpose district, or other similar type of governmental instrumentality located within your jurisdiction and geographic boundaries, provided that a state and its affiliates shall not, for purposes of this definition, be considered to be affiliates of the federal government and its affiliates; and (ii) with regard to us, legal entities that we own, which own us, or which are under common ownership with us; "era’oiled affiliate" means the party, either you or any of your affiliates, that has entered into an enrollment under this agreement "enrollment" means the document that you or your affiliate submits to us or one of our affiliates before orders can be placed under this agreemmt; "enterprise" means the enrolled affiliate and the affiliates it includes in its enterprise on its enrollment; "enterprise product(s)" means the product(s) that an enrolled affiliate chooses on its enrollment to license throughout its enterprise; "license eongmnation" means the evidence of lieense provided by us, or by one of our affiliates; "product" means any product available to you for license under this agreement, as described on the Product List; "Product List" means, with respect to any lieansing program, the statement published by Microsoft from time to time which idenlifies the products available under the Enterprise agreement program and any product-specific conditions or limitations on the acquisition of licenses for the product; "qualified desktops, means the personal desktop computers, portable computers, workstations and similar devices, which are used by and for the benefit of an enrolled affiliate or any affiliate included in its enterprise and which meet the minimum requirements for running any of the enterprise products. Qualified desktops do not include: (i) any computer that is designated as a server and not used as a personal computer, or (ii) any System dedicated to nan ONLY" line-of-business software (e.g., an accounting or bookkeeping program used by an accountant, or a eomputer--aidad design program used by an engineer or architect); "reseller" means a Large Account Reseller authorized by us or one of our affiliates to resell licenses in an enrolled affiliate’s area under this program;and "run" or "use" means to copy, install, use, access, display, run or otherwise interact with. 2.Enterprise agreement program. Upon entering into this agreement, you and your affiliates may submit mrellments identifying the enterprise products (and, if applicable, the additional products) you or they wish to license from us. Each enrollment must include at least one enterprise product. Each enrollment will expire in accordance with its terms or on the earlier termination of this agreement for cause. Nothing contained in this agreement obligates us to accept an enrollment. a. Terms of use. Use of any product that you license from us is governed by product use rights specific to each product and vemion and by the terms of this agreement. For any version released on or before the date of the enrollment, the product use rights in effect on the enrollment date for that product and version will apply. For a later version or product, the product use fights in effect on the date of eommereiaI release under the Ent~prise Agreement program will apply. We will provide you with a copy of the applicable product use rights, or will make them available to you either by publication on the World Wide Web at a site we identify to you or by some other reasonable means. You acknowledge that you have access to the World Wide Web. We do not transfer any ownership rights in any licensed product and we reserve all rights not expressly granted. In lieu of your obligation to indemnify us under various provisions of the product use fights, you agree.that you will be completely responsible for any costs and damages arising from any claim or action to which your indemnity obligation would otherwise apply. b. License confirmation. Upon expiration (but not early termination) of each enrollment, we or one of our affiliates will issue a license eonfin’natlon to each enrolled affiliate for its enterprise products and additional products. We will issue the license confirmation either via post, express courier, facsimile, or tnternet display. The license confirmations will be your enrolled affiliate’s evidence of licenses for (i) the latest version of each enterprise product in a number equal to the total number of qualified desk’tops identified in the enrollment, as updated by annual orders for licenses for additiona! qualified desktops, and (ii) the latest version of each additional product in the number initially ordered, as updated by subsequent orders. These licenses will be issued in the language group designated by the enrolled affiliates on the Enterprise Order Form. Once an enrolled affiliate has received a license confirmation, the listed licenses (but not rights, if any, to future releases of products) become perpetual, as long as the products are used only as permitted by this agreement and the product use rights. Microsoft State and Local Government Enterprise Agreement v.5.! (North American) November 20. 2000 Cover Page Page 3 of 8 ¢. Transfers of licenses. Once an enrolled affiliate has received a license confirmation, it may transfer the licenses identified on the license confirmation to an affiliate. For all other transfers of licenses, our written consent is required. We will not withhold our consent unreasonably. In order to transfer licenses, an enrolled affiliate must physically transfer the relevant license confirmations. If transferring only some of the licenses listed on the license confirmation, the enrolled affiliate must record the transfer on the face of the license confirmation and provide a photocopy of the revised license confirmation to the entity to which the licenses are being transferred. In addition, no license transfer will be valid unless the entity to which the licenses ai’e being transferred accepts in writing the applicable product use rights, use restrictions and limitations of liability. Licenses cannot be transferred on a short-term basis. An enrolled affiliate may transfer an upgrade license for an operating system product licensed under this agreement only as part of the sale or transfer of the computer system on which the product was first installed. The reference prices for a given enrollment take into account ownership of licenses acquired by any legal means prior to the execution of that enrollment (pre-existing licenses). Therefore, any license confirmations issued under this agreement replace all pre-existing licenses for the same or prior versions of the products - accordingly, pre-existing licenses may not be transferred separately from the licenses acquired under this agreement. Any transfer made in violation of the requirements or restrictions of this section will be void. d. Resellers. Each enrolled affiliatemust choose and retain a reseller authorized in the enrolled affiliate’s area. If at any time during the term of its enrollment the enrolled affiliate wishes to terminate the relationship with its designated reseller, or if we discontinue the reseller’s authority to resell licenses under this program, the enrolled affiliate must choose a replacement. If the enrolled affiliate intends to change resellers, a change may only be made on an anniversary of the effective date of the enrollment. To change a reseller, the enrolled affiliate must notify us and the former reseller of the proposed change in writing, on a form we provide, at least thirty (30) days prior to the anniversary on which the change is to take effect. You will be completely respons~le for all costs and damages arising out of any change of reseller you initiate. e. Country of usage. Each enrolled affiliate will be asked to represent the total number of qualified desktops in its enterprise, and to provide a list, by country, of its approximate number of qualified deslctops located in each country in which it has facilities. This information will be for our internal use only, and will not alter the reference prices for the enterprise products or additional products licensed under this agreement. 3.Ordering enterprise product licenses. a. Initial order. Each enrolled affiliate must submit an initial purchase order for the enterprise pnxiuets it has selected to its reseller. Upon submission of the order and our acceptance of the enrollment, the enrolled affiliate may, during the term of its enrollment, rtm one copy of the latest version (or any prior version) of each enterprise product, in any of the languages that are part ofttm language group chosen on its enrollment~ on each qualified desktep. By including affiliates in its enterprise, the enrolled affiliate sublieenses this right to each of them. b. Subsequent enterprise product orders.- An enrolled a~Taliate may add additional enterprise products to their existing enrollment or- they may sign a new enrollment to cover the additional enterprise products for another 36 full calendar month t~rrm To add additional enterprise products to an existing enrollment, the enrolled affiliate must submit a purchase order to its reseller for the additional enterprise product(s), identifying ceuntry of usage. c. Enterprise true-up orders. Each enrolled a_W-diate must determine the current number of qualified deskteps in its enterprise at each anniver~y of the effective date of its enrollment and at the expiration or early termination of the enrollment. If the number has increased, the enrolled affiliate must submit a purchase order to its reseller to license those additional qualified desktops for the enterprise products it has previously ordered within 15 days following the anniversary, exphation or termination. In each order, the enrolled affiliate must identify the oountry of usage of all additional qualified desktops. If the number has not increased, the enrolled affiliate must submit a statement to that effect on the form we provide within that 15-day period. d. Reorganization. If the number of qualified desktops in an enterprise changes by more than ten percent as a result of a reorganization, we will work with the enrolled affiliate in good faith to determine how to accommodate its changed circumstances in the context of this agreement- If you or any entity included within your enterprise merges with an existing enterprise customer, we will work with you in good faith to accommodate the surviving entity fairly. 4.Ordering additional product licenses. a. Initial order. Eachenrnlled affiliate must submit-an initial purchase order for the additional products it has selected to its reseller. Upon submission of the order and our aceeptsnce of the enrollment, the enrolled affiliate may, during the term of its enrollment, mn the number of copies of the-latest version (or any prior version) of each additional product selected in its enrollment, in any of the languages that are part of the language group chosen on its enrollment. b. Subsequent orders. Each enrolled affiliate may run copies of additional products not part of the initial order by complying with the terms of this section. At any time before each anniversary of the effective date of each enrollment, and before the expiration or early termination of the enrollment, each enrolled affiliate must submit a purchase order to its reseller for any copies of additional, products mn within its enterprise for which it has not previously submitted an order or purchased a license. Microsoft State and Local Government Enterprise Agreement v.5.1 ~orth American) November 20, 2000 Cover Page Page 4 of 8 In each order, the enrolled affiliate must identify the country of usage of all additional products. Orders placed under this agreement for any copies of additional products will be deemed to satisfy any obligations under any other agreement to order licenses for those copies. 5.Restrictions on use. You may not: ¯Separate the components of a product made up of multiple components by running them on different computers, by upgrading or downgrading them at different times, or by transferring them separately, except as otherwise provided in the product use rights; ¯Rent, lease lend or host products, except where we agree by separate agreement; ¯Reverse engineer, de-compile .or disassemble products, except to the extent expressly permitted by applicable law despite this limitation. ¯Transfer licenses to, or sublicense, products to the U.S. Government You acknowledge that products licensed under this arrangement are of US-origin. You agree to comply with all applicable international and national laws that apply to these products, including the U.S. Export Administration Regulations, as well as end-user, end-use and destination restrictions issued by U.S. and other governments. For additional information on exporting Microsoft products, see ~attp://www,rniergsoft.cor0/exr~ortin ~/. 6. Reference prices and payment. We or one of our affiliates will invoice each enrolled affiliate’s reseller for any products ordered according to the payment terms outlined in the applicable enrollment. While the enrollment will contain reference prices, the enrolled affiliate’s price mad payment terms for all products ordered will be determined by agreement with the chosen reseller. Reference prices do not include any applicable taxes, duties, or tariffs. Product support is not included in the reference prices under this progmm. 7. Making ceples of software. Each enrolled affiliate may make as many copies of the products licensed under its enrollment as necessary to distribute the products to the users within its enterprise. All copies must be true and complete copies (including copyright and traderrmrk notices) and be made from CD-ROMs, disk sets or a network source, acquired from or made available by a Microsoft approved fulfillment source. Each enrolled affiliate may also have a third party make and distribute copies in its place, but the enrolled a_Cfiliate is responsible for third party actions to the same extent it would be if the third party were its employee. You and your affiliates must make reasonable efforts to make employees, agents and other i.udividuals running a product aware that the product is licensed from us and may only be run or ~_n~ferred subject to the terms of this agreement. In addition each enrolled affiliate has the right to (i) run up to 20 copies of any product in a dedicated training facility on its premises; (ii) run up to 10 copies of any product for a 60-day evaluation period; and (iii) make and retain one copy of any licensed product for hack-up or archival purposes for each of its distinct geographic locations. 8. Confidentiality. The terms and con.ditions of this a .gr~e. m.e.nt shall be disclosed only in ~ccordance .with the requirementsof your public records law and regulations, if any. In the absence of such law and regulations, the terms and conditions of this agreement are confidential. Neither you nor we will disclose such terms and conditions, or the substance of any discussions that led to them, to any third party other than your or our affiliates or agents, or to your designated or prospective resellers who: (i) have a need to know such information in order to assist in carrying out this agreement; and (ii) have been insla’ucted by you or us that all such information is to be handled in strict confidence. 9.Warranties. a. Limited product warranty. We warrant that each version of a pruduet will perform substantially in ~ccordance with our user doeamentation. This warranty is valid for a period of 90 days from the date you first run a copy of the version. Any warranties imposed by law concerning the products are limited to the same 90-day period. This warranty does not apply to components of products which you are permitted to redistribute under applicable product use fights, or if failure of the product has resulted from accident, abuse or misapplication. If you notify us within the warranty period that a product does not meet this warranty, then we will, at our option, either (i) return the price paid for the product or (ii) repair or replace the product. This is your exclusive remedy for any failure of any product to function as described in this paragraph. b. Year 2000 warranty. For purposes of this section, "Year 2000 Warranted Product" means the specific version of each product identified in the Product Guide on the effective date of this agreement, by version number and language, as "compliant," mud any new products (including new versions of products) released after the effective date, and "Product Guide" means the Microsoft Year 2000 Product Guide located on the Microsoft Year 2000 Resource Center web page (www.microsoft.com/t~ehnet/year2k/product/product-asp)- We warrant that each Year 2000 Warranted Product, when run with accurate date data and in accordance with its documentation and the recommendations and exceptions set forth in the Product Guide, will recognize the year 2000 as a leap year and will not produce material errors processing date data in connection with the year change from 1999 to 2000, as long as, and only to the extent that, all other information technology used in combination with such Year 2000 Warranted Product (e.g., software, firmware, hardware) properly exchanges date data with it. This warranty does not exte.nd or apply to user customizable features or third party add-on features or products, including items such as macros and custom programming or formatting features. Except as provided in the next sentence, if you or an enrolled affiliate reports to us on or before June 1, 2000 that a Microsoft State and Local Government Enterprise.,4 greement v.5.1 (North American) November.20, 2000 Cover Page Page 5 of 8 product does not meet this warranty, we will: (i) exemise commemially reasonable efforts to correct any material non-compliance which is generally reported by Other users; and (i0 provide any resulting correction, without charge, when it is made available generally. The June i, 2000 date will be extended to January I, 2001 for the t~ollowing products and future versions thereof: Windows NT Workstation 4.0 & 3.51, Windows 98 & 95, Windows NT Server 4.0 & 3.51, SQL Server 6.5 & 7.0, Microsoft Exchange 5.5, Site Server 3.0; SNA Server 4.0, Systems Management Server 1.2, Proxy Server 2.0, Interact Information Server 4.0, Office 97 & 95 (Microsoft Word; Exce!, Access, Outlook, PowerPoint), Works 4.0-4.5a, Visual C++ 6.0, Visual Basic 6.0, Visual Fox Pro 6.0, Visual .r++ 6.0 and VisualSourceSafe 6.0. This is the exclusive remedy for any failure of a product to function as described in this section, or for any other Year 20~30-related failure of a product. e. NO OTHER WARRANTIES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY OTHER THAN THOSE IDENTIFIED EXPRESSLY IN THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE PRODUCTS OR RELATED MATERIALS. WE WILL NOT BE LIABLE FOR ANY SERVICES OK PRODUCTS PROVIDED BY THIRD PARTY VENDORS, DEVELOPERS OR CONSULTANTS IDENTIFIED OR REFERRED TO YOU BY US UNLESS SUCH THIRD PAR.TYPRODUCTS OR SERVICES ARE PROVIDED UNDER WRITTEN AGREEMENT BETWEEN YOU AND US, AND THEN ONLY TO THE EXTENT EXPRESSLY PROVIDED IN SUCH AGREEMENT. 10. Defense of infringement claim. We will defend you against any claim by an unaffiliated third party that any product infringes its patent or copyright, and will-pay the amount of any resulting adverse final judgment (or settlement to which we consent). You must notify us promptly in writing of the claim and give us sole control over its defense or settlement. You agree to provide us with reasonable assistance in defending the claim, and we will reimburse you for reasonable out of pocket expenses that you incur in providing that assistance. Our obligations will not apply to the extent that the claim or adverse final judgment is based on (i) your running oft_he product after we notify you to discontinue running due to.such a claim; (ii) your combining the product with a non-Microsoft product, data or business process; (iii) use of, or access to, the product by any person or entity other than an employee of you or one of your affiliates; (iv) your distribution of the product to an unaff’diated third party; or (v) your altering the product. You will be completely responsible for all costs and damages that result from these actions. If we receive information concerning an infringement claim related to a product, we may, at our expense and without obligation to do so, either (~ procure for you the right to continue to run the allegedly infringing product, or (ii) modify the product or replace it with a functional equivalent, to make it non-infringing, in which ease you will stop.running the allegedly infringing product inmaediately. If, as a result of an infringement claim, your use of a product is enjoined by a court of competent jurisdiction, we will use cemmemially reasonable efforts to either procure the right to continue its use, replace it with a functional equivalent, or modify it to make it non- If anyother type of third party claim is brought against you regarding our intellectual property, you must notify us promptly in writing. We may, at our option, choose to treatthese claims as being 6overed by this secti6n. 11,Limitation of liability. a. Limitation. There may be situations in which you have a right to claim damages or payment from us. Except as otherwi~ specifically provided in this paragraph, whatever the legal basis for your claim, our liability "~ill be limited, to the maximum extent permitted by applicable law, to direct damages up to the amount you have paid for the product giving rise to the claim. In the case of our responsibilities with respect to third party patent or copyright infringement claims, our obligation to defend such claims will not be subject to the preceding limitation, but our liability to pay damages resulting from any final adjudication (or settlement to which we consent) will be. In the ease of free product or code you are authorized to redistribute to third parties without separate payment to Microsoft, our total liability to you will not exceed US$5000. The limitations contained in this paragraph will not apply with respect to our ob!igations under Section 8 (confidentiality). b. No liability for certain damages. To the maximum extent permitted by applicable law, neither party nor any of their affiliates or supplier~ will be liable for any indirect damages (including, without limitation, consequential, special or incidental damages, damages for loss of profits or revenues, business interruption, or loss of business information) arising in connection with this agreement or any product or service, even if advised of the possibility of such damages or if such possibility was reasonably foreseeable. This exclusion of liability does not apply to either party’s liability to the other for violation of its confidentiality obligation or of the other party’s intellectual property rights. c. Application. The limitations on and exclusions of liability for damages in this agreement 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. 12. Verifying compliance. You must keep records relating to the products you and any affiliate run. We have the right to verify compliance, at our expense, during the term of this agreement or any enrollment and for a period of one year thereafter. To do so, we wilt engage an independent accountant from a nationally recognized public acsounting firm, which will be subject to a confidentiality obligation. Verification will take place upon not fewer than 15 days notice, during norma! business hottrs and in a manner that does not Microsoft State and Local Government Enterprise Agreement v.5.1 (North American) November 20. 2000 CoverPage Page 6of8 interfere unreasonably with your operations. As an alternative, we may require you to accurately complete our self-audit questionnaire relating to the products you and any a~liates use. If verification or self-audit reveals unlicensed use of products, you must promptly order sufficient licenses to permit all product usage disclosed. If material unlicensed use is found (license shortage of 5% or more), you must reimburse us for the costs we have incurred in verification and acquire the necessary additional licenses as single retail licenses within 30 days. If we undertake such verification and do not find material unlicensed use of products, we will not undertake another verification of the same entity for at least one year. We and our auditors will use the information obtained in compliance verification only to enforce our rights and to determine whether you am in compliance with the terms of this agreement. By invoking the rights and procedures described above, we do not waive our rights to enforce this agreement or to protect our intellectual property by any other means permitted by law. 13.Term and Termination. a. Term. This agreement will remain in effect unless it is terminated by either party as described below. b. Termination. Either party to an enrollment may terminate it for cause. If we terminate an enrollment for cause (including for non- payment due to non-appropriation of funds), we may also terminate this agreement and all other enrollments under it. Failure of any enrolled affiliate to submit orders or pay amounts owed shall constitute cause. Except where the cause for termination is by its nature not curable (or not curable within 30 days), the terminating party will give 30 days notice and opportunity to cure. If we give such notice to an enrolled aff’tliate, we will give you a copy of that notice as well. If an enrolled affiliate ceases to be your affiliate, you must notify us of this fact, and we may terminate its enrollment. Either party may terminate this agreement for any reason upon 60 days written notice. Such termination will merely terminate either party’S ability to enter into new enrollments under this agreement. Such termination will not affect any enrollment not otherwise terminated, and any terms of this agreement applicable to any enrollment not otherwise terminated will continue in effect with respect to that enrollment. If (i) an enrolled affiliate terminates an enrollment for cause, (ii) we terminate an enrolled affiliate’s enrollment because it has ceased to be your affil~ate, or (iii) we terminate an enrollment for cause for non-payment due to non-appropriation of funds, then the enrolled affiliate will be entitled to require that we issue a license confirmation for either (i) a number of copies of the products it has licensed under this agreement proportionate to the total amount it has paid at the time of the early termination; or (ii) all copies of the produets it has licensed under this agreement, provided that it pays the total remaining amount due. 14.Miscellaneous. a. Notices.. All notices, authorizations, and requests given or made in connection with this agreement must be sent by post, express courier, ~aesimile, or email to the addresses and numbers indicated in the applicable cover page to this agreement. Notices will be deemed delivered on the date shown on the postal return receipt or on the courier, facsimile or email eordirrnation of delivery. b. Assignment. This agreement may be assigned by either party only to an affiliate, but assignment will not relieve the assigning party of its obligations under the assigned agreement. If either party assigns this agreement or any enrollment, it must notify, the other pare/of the. assignment in writing. c. Severability. If a court holds any provision of this agreement to be illegal, invalid or unenforceable, the remaining provisions will remain in full force and effect and the parlJes will amend the agreement to give effect to the stricken clause to the maximum extent possible. d. Waiver. No waiver of any breach of this agreement shall be a waiver of any other breach, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. e. Force Majeure. To the extent that either party’s performance is prevented or delayed, either totally or in part, for reasons beyond that party’s contro!, then that party will not be liable, so long as it resumes performance as soon as practicable after the reason preventing or delaying perfon’nanee no longer exists. f. Note on Java Support. The products may contain support for programs written in Java..rava technology is not fault tolerant and is not designed, manufactured, or intended for use or resale as online control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aireraR navigation or communication systems, air traffic centr!!, direct life support machines, or weapons systems, in which the failure of .~ava technology could lead directly to death, personal injury, or severe physical or environmental damage. Sun Microsystems, Inc. has contractually obligated Microsoft to make this disclaimer. g. Limitations on actions. Except for any different period required by applicable law, any action arising under this agreement must be brought within two years from the date that the cause of action arose. h. Entire agreement. The documents identified on t~ cover page to this agreement constitute the entire agreement concerning the subject matter hereof, and supersede any prior or contemporaneous communications. The terms of these documents shall control in the following order. (i) this State and Local Government Enterprise Agreement; (ii) the product use fights; (iii) the Product List; and (iv) any and all enrollments under this agreement- The terms of any purchase order or any general terms and conditions you or your aff’~iates maintain, other than those mandatory terms required by statute or regulation, do not apply. This agreement (except the pmdust use rights and the Product List) can be changed only by an amendment signed by both parties. Microsoft State and Local Government Enterprize Agreement v.5.1 (North American) November 20, 2000 Cover Page Page 7 of 8 i. Survival. Licenses identified in license confirmations and provisions regarding warranties, limitations of liability, compliance verification and obligations on termination or expiration will survive termination or expiration of this agreement or any enrollment. j. Independent contractors. Resellers ar~ independent contractors who act in their own name and for their own account, and have no authority to bind or impose any obligation or liability upon us. k. Applicable law. This agreement shall be interpreted in accordance with and governed by the laws of.your State, without giving effect to its conflicts of law provisions. This choic~ of law does not prevent either party from seeking injunctive relief with respect to a violation of intellectual property fights or confidentiality obligations in any appropriate jurisdiction. Disputes relating to this agreement will be subject to applicable dispute resolution statutes and regulations of your State, if any. I. Copyright Violation. Except to the extent you are licensed under this agreement, you shall be responsible for your violation of our copyright in the products, including payment of license fees specified in this agreement for unlicensed use. Microsoft State and Local Government Enterprise Agreement v.5. I (’North American) November 20, 2000 Cover Page Page 8 of 8 Microsoft Enterprise Agreement Number To be completed by Microsoft AMENDMENT ONE TO THE MICROSOFT STATE AND LOCAL GOVERNMENT ENTERPRISE AGREEMENT This amendment ("amendment") is made and entered into by and between the undersigned for the purpose of .amending that certain Microsoft State and Local Government Enterprise Agreement ("agreement") identified above between County of Riverside and MSLI, GP. All terms used but not defined in this amendment will have the meanings assigned to such terms in the agreement, as amended. I.Modifications to the Agreement. 1.Paragraph 6 of the Agreement is amended in its entirety as follows: 6. Reference prices and payment. We or one of our affiliates will invoice each enrolled affiliate’s reseller for any products ordered according to the payment terms outlined in the applicable enrollment. While the enrollment will contain reference prices, the enrolled affiliate’s price and payment t~rms for all products ordered will be determined by agreement with the chosen reseller. Reference prices do not include any applieable taxes, duties, or taxiffs. Product support is not included in the reference prices under this program. The Estimated Reference Price (ERP) for the enterprise products for each qualified deslaop enrolled under an enrollment accepted by us on or before October I, 2001, will be $243.00. Provided you and your affiliates enroll in the aggregate at least 100,O00fullplatform qualified desktops qualified desktops, under this agreement on or before October 1, 2001, the three annual payments for each enrolled desktop will be $243.00 (ERP). .However, if you and your affiliates do not enroll, in the aggregate, at least 100,000 qualified d~ktops under this agreement on or before October 1, 2001, the ERP annual payment for qualified desktops enrolled on or before October 1, 2001, will be determined as follows: Full Platform (O.g, BackOffice CAL and Office Professional) Ist annual payment:$243.00 2nd and third annual payment (based on aggregate number of enrolled qualified desktops as of October 1, 2001) OS Component: $267.00 (50,000-99,999) $284.00 (20,00049,999) $301.00 (5,000-19,999) $334.00 (1000-4,999) $350.00 (500-999) $380.00 (250-499) 1st annual payraent:$44. oo 2nd and third annual payment (based on aggregate number of enrolled qualified desktops as of October 1, 2001.) BackOfflce Component: 1st annual payment: $50.00 00,000-99,999) $53.00 (20,000-49,999) $56.00 (5,000-19,999) $61.00 (I000-4,999) $64.00 (500-999) $380.00 (250-499) $99. O0 SLG Select 5.0 Amendment vl Page 1 of 3 2nd and third annual payment (based on aggregate number of enrolled qualified desktops as of October 1, 2001) 02~ce Component: 1st annual payment: $1ii.oo (5o, ooo-99,999) $118.00 (20,000-49,999) $I25.00 (5,000-19,999) $140.00 (1000-4,999) $147.00 (500-999) $380.00 (250-499) $137.00 2nd and third annual payment (based on aggregate number of enrolled qualified desklops as of October 1, 2001) $153.00 (50,000-99,999) $163.00 (20,000-49,999) $172.00 (5,000-19,999) $t91.00 (1000-4,999) $200.00 (500.999) $380.00 (250-499) ERP for qualified desktops enrolled after October I, 2001, will be determined on a case-by-case basis. Actual pricing and payment terms will be determined by agreement with the enrolled affiliate’s chosen reseller. 2.Paragraph 13k of the Agreement is amended in its entirety as follows: k. Applicable law. This agreement shall be interpreted in accordance with and governed by the laws of your State, without giving effect to its conflicts of law provisions. Disputes relating to this agreement will be subject to applicable dispute resolution statutes and regulations of your State, if any. ¯ H.Effect of Amendment. Except as specifically amended by this amendment, all provisions of the agreement identified above shall remain unchanged and in full force, and effect. This amendment is not legally binding until executed by both parties and shall become effective on the date of signature of the contracting Microsoft affiliate. When this amendment is fully executed, you will receive a confirming copy. You must execute and return two (2) copies of this amendment to the below address on or before June 15, 2001, in order for the terms and conditions of this amendment to apply. MSLI, GP Arm: Dept. 551, Volume Licensing 6100 Neff Road, Suite 210 Reno, NV 89511-1137 Customer: Name, Title Michael S. Lee, Procurement Contract Splt Date 6/11/01 Contracting Microsoft Affiliate: MSLI, GP Na#of contra.,~tinf!/~Jicrosoft affiliate Beverly Ellis Contract Administrator Date SLG Select 5.0 Amendment vl Page 2 of 3 Prepared by: Forrest Silverman, Licensing Executive, Microsoft Corporation Agent for MSLI, GP SLG Select 5.0 Amendment vl Page 3 of 3 ENTERPRISE AGREEMENT FOR PURCHASE OF MICROSOFT SOFTWARE (ASAP SOFTWARE EXPRESS, INC.) 1. The County of Riverside and ASAP Software Express, Inc. ("ASAP"), as the large account reseller for Microsoft Corporation, emer into this agreement for the purchase of Microsoft software during the period of July 1, 2001 through June 30, 2004. ASAP shall provide Microsoft software to any California State or local government on the same terms as stated in this agreement. 2. This agreement shall include and incorporate the terms from the following documents: (a) County of Riverside Request for Proposal 97604; (b) ASAP Response to the CCISDA Request for Quotation 97604 dated May 25, 2001; (c) ASAP letter dated Jtme 5, 2001 signed by Randy Lee; (d) Microsoft State and Local Government Enterprise Enrollment form; (e) Microsoft State and Local Government Enterprise Agreement between the County of Riverside and Microsoft Corporation; (f) Amendment One to the Microsoft State and Local Government Enterprise Agreement between the County of Riverside and Microsoft Corporation; 3. Any California State or local government shall be entitled to enroll with ASAP under the same terms of this agreement. Such enrollments shall be considered to be separate and distinct enrollments and shall have no bearing or effect upon any other entity. Any payments due to ASAP shall be the so!e and separate obligation of the enrolled California State or local government; and no other entity shall beresponsible for such payments or any obligations of the enrolled California State or local government related in any way to this agreement or the enrollment with ASAP. 4. California State or local governments must contact ASAP directly to enroll and must complete separate enrollment forms with ASAP. 5. The County of Riverside accepts no responsibility to ASAP, any other California State or local government, or any other entity or third party related in any way to soft-ware provided to another California State or local government pursuant to this agreement. Any enrollments by other California State or local governments shall be considered to be separate obligations solely between ASAP and the enrolled California State or local government. 6. This agreement is considered a competitively awarded agreement done in accordance with the provisions of the County of Riverside. COUNTY OF RIVERSIDE By:~..2~,~Dated: June 07, 2001 Michael S. Lee,Contract Specialist Riverside County Purchasing Department FORM APPROVEDCOUNTY COUNSEL ASAP SOFTWARE EXPRESS, INC. By:Dated: June 07, 2001 Alison Turner, National Manager, State and Local Government ASAP Soi~are 2 ASAP Software A Buhrmann Company Randy Lee Wce President, Government 8~3 Asbuty Drive Buffalo Grove,-IL 6(3089 05-June-2001 rlee~_.asaD.co~ www.ASAP.com County of Riverside Purchasing and Material Services 2980 Washington Street Riverside, CA 92504-4647 Attention: Michael Lee Re:Clarifications to ASAP’s Response to RFQ 97604 Thank you for the opporttmity to clarify our response to tLFQ 97604. We appreciate you kind comments made yesterday on the teleconference. We trust that we will keep your confidence in ASAP over the course of this contract. We specifically want to clarify the points that came up during the call yesterday. ASAP is willing to open up our proposal to all state and local entities within the State of California, as long as they comply with the temas and conditions of the Microsoft Enterprise Agreement as set forth by Microsoft. All services repres~ted in the Customized Components section of our response (reporting, online pricing, E-WAY, etc.) are free-of-charge, with the exception of eSMART, which is a fee-based service. We are providing pricing 09 eSMART below: eSMART desktop asset management (includes software, hardware inventory)$18.00 per year per dcsktop eSMART desMop asset n~nagrment pIus performance monitoring $27.00 per year per destaop eSMART server asset .managem .e~t...$48.00 per year per server eSMART server asset management plus performance monitoring $84.00 imr year per s~’ver 3.In regards to the second and third year pricing, there will be no r~mmctive charge for initial enrollments if 100,000 desktops are not achieved during the initial enrollment period. The price for the second and tlfird year may increase if 100,000 desktops are not achieved (according to the pricing matrix). 4. ASAP is providing True-Up pricing for the contract, based on the pricing structure offered by Microsoft. This pricing is consistent with standard EA Tree-Up formulas. We have attached a spreadsheet with this pricing (inclusive of the annual pricing). If you have.auy other items that require clarification, please let me know. We look forward to working with you and your team. VP Government, ASAP Soft, rare Express, Inc. Attachment: CCISDA Pricing Matrix.xls Page 1 Software [ Services [Solutions ASAP Software Express, Inc. 850 Asbury Ddve Buffalo Grove, Illinois 60089 CClSDA Pricing Matrix for RFQ 97604 Due 30-May-01 1:30 p.m. PST Product Desktop Pro: Quantity Pricing and Usage Year ERP CClSDA Price Break includes Office Professional, Windows Desktop Operating System Upgrade, BackOffice Client Access License and Upgrade Advantage for the term of the Enterprise Agreement 5,000 Annual Price Years 1, 2 & 3 (price per year)$301.00 $244.05True-Up Year 1 $747.00 $614.16True-Up Year 2 $598.00 $491.33True-Up Year 3 $449.00 $368.50 20,000 Annual Price Years 1, 2 & 3 (pdce per year)$284.00 $230.67True-Up Year 1 $707.00 $580.51True-Up Year 2 $566.00 $464.41True-Up Year 3 $425.00 $348.31 50,000 Annual Price Years 1, 2 & 3 (price per year)$267.00 $217.14True-Up Year 1 $664.00 $546.44True-Up Year 2 $533.00 $437.15True-Up Year 3 $400.00 $327.87 100,000 Annual Pdce Years 1, 2 & 3 (price per year)$243.00 $196.20True-Up Year I $601.00 $493.73True-Up Year 2 $483.00 $394.96True-Up Year 3 $363.00 $296.24 Product Windows Pro: Quantity Pricing and,Usage Year ERP CCISDA PriceBreak Windows Desktop Operating System Upgrade and Upgrade Advantage for the term of the Enterprise Agreement 5,000 Annual Price Years 1,2 & 3 (price per year)$56.00 $45.04True-Up Year 1 $138.00 $113.35True--Up Year 2 $111.00 ’ $90.68True-Up Year 3 $83.00 $68.01 20,000 Annual Pdce Years 1, 2 & 3 (pdce per year)$53.00 $42.58True-Up Year 1 $131.00 $107.16True-Up Year 2 $105.00 $85.73True-Up Year 3 $79.00 $64,30 50,000 Annual Price Years 1, 2 & 3 (price peryear)$50.00 $40.13True-Up Year 1 $123.00 $100.98True-Up Year 2 $99.00 $80.78True-Up Year 3 $74.00 $60.59 100,000 Annual Pdce Years 1, 2 & 3 (pdce per year)$45.00 $36.12True-Up Year 1 $111.00 $90.89True-Up Year 2 $90.00 $72.70True-Up Year 3 $67.00 $54.53 Page 1 of 3 ASAP Software Express, Inc. 850 Asbury Drive Buffalo Grove, illinois 60089 Product Quantity OfficePro: CClSDA Pricing Matrix for RFQ 97604 Pricing and Usage Year Break Office Professional and Upgrade Advantage 5,000 Annual Price Years 1,2 & 3 (price per year) True-Up Year 1 True-Up Year 2 True-Up Year 3 20,000 Annual Price Years 1, 2 & 3 (pdce per year) True-Up Year 1 True-Up Year 2 True-Up Year 3 50,000 Annual Price Years 1, 2 & 3 (pdce per year) True-Up Year 1 True-Up Year 2 True-Up Year 3 100,000 Annual Price Years 1, 2 & 3 (price per year) True-Up Year 1 True-Up Year 2 True-Up Year 3 BackOffice CAL BackOffice Client Access License and Upgrade Advantage 5,000 Annual Price Years 1, 2 & 3 (price per year) True-Up Year 1 True-Up Year 2 True-Up Year 3 20,000 Annual Price Years 1, 2 & 3 (price per year) True-Up Year 1 True-Up Year 2 True-Up Year 3 50,000 Annual Price Years 1, 2 & 3 (pdce per year) True-Up Year 1 True-Up Year 2 True-Up Year 3 100,000 Annual Price Years 1, 2 & 3 (pdce per year) True-Up Year 1 True-Up Year 2 True-Up Year 3 Due 30-May-01 1:30 p.m. PST ERP CCISDA Price $172.00 $140.40 $429.00 $353.33 $343.00 $282.66 $258.00 $212.00 $163.00 $132.74 $406.00 $334.05 $325.00 $267.24 $244.00 $200.43 $153.00 $125.09 $382.00 $314.80 $306.00 $251.84 $230.00 $188.88 $138.00 $1t2.59 $344.00 $283.32 $276.00 $226.65 $207.00 $169.99 $125.00 $101.67 $311.00 $255.86 $249.00 $204,69 $187.00 $153.52 $118.00 $96.06 $294,00 $24t,74 $235.00 $193.39 $176.00 $145.05 $111.00 $90,24 $276.00 $227.09 $221.00 $181,67 $166.00 $136,25 $102.00 $82,12 $252.00 $206,65 $202.00 $165.32 $152.00 $t24.00 Product Offica Pro and BackOffice CAL Quantity Pricing and Usage Year ERP CCISDA Price Break Office Professional and BackOffice Client Access License and Upgrade Advantage for the term of the Enterprise Agreement 5,000 20,000 50,000 100,000 Annual Price Years 1, 2 & 3 (price per year) True-Up Year 1 True-Up Year 2 True-Up Year 3 AnnuaIPdce Years 1, 2 & 3 (price per year) True-Up Year 1 True-Up Year 2 True-Up Year 3 Annual Price Years 1, 2 & 3 (pdce per year) True-Up Year 1 True-Up Year 2 True-Up Year 3 Annual Price Years 1,2 & 3 (price per year) $297.00 $242.08 $740,00 $609.19 $592°00 $487.35 $445,00 $365.52 $281.00 $228.80 $700.00 $575.79 $560.00 $460.63 $420.00 $345.48 $264.00 $215.33 $658.00 $541.89 $527.00 $433.51 $396.00 $325.14 $240.00 $194.71 Page 2of 3 ASAP Software Express, Inc. 850 Asbury Drive Buffalo Grove, Illinois 60089 CClSDA Pricing Matrix for RFQ 97604 True-Up Year 1 True-Up Year 2 True-Up Year 3 $596.00 $478.00 $359,00 Due 30-May-01 1:30 p.m. PST $489.97 $391.97 $293.99 Page 3 of 3 ATTACHMENT B Enrollment Number Reseller ~lust Complete the Following Customer Purchase Order Number Enterprise Agreement Number For ~,licrosoft Internal Use Purposes MICROSOFT STATE AND LOCAL GOVERNMENT ENTERPRISE ENROLLMENT This MICROSOFT STATE AND LOCAL GOVERNMENT ENTERPRISE ENROLLMENT is entered into between you (the enrolled affiliate signing below) and us (the Microsoft affiliate signing below) as of the effective date identified below. If different from the main contact information, any notices must be addressed to the contact and locations outlined in the notices section below. We will notify you in writing if our address information changes. You must notify us in writing if your address changes. Customer Name Name and address of contracting Microsoft affiliate City of Palo Alto MSLI, GP Street Address and!or post office box Street Address and/or post office box 6100 Neil Road Suite 210 City and State / Province Reno, NV Country and Postal Code USA 89511-1137 250 Hamilton Avenue City and State / Province Palo Alto, CA Country and Postal Code United States 95035 Conmct Name Lisa Mainarick Phone Number 650-329-2654 Fax Number 650-617-3109 Email Address lisaomainarick@city, palo-alto, ca. us For the Attention of: Lisa Mainarick Phone Number Fax Number Email Address For the Attention of: 775-823-5600 775-826-7287 Selquest@microsoft.com Dept. 551, Volume Licensing The enrollment and attached documents should be sent to the above address for approval and processing. Customer Notices Information (if different from above )All NOTICES should have Copy To:Customer Name Microsoft Corporation, Law and Corporate Affairs Street Address and/or post office box One Microsoft Way City and State / Province Redmond, WA Country and Postal Code USA 98052 Contact Name Phone Number Fax Number 425-936-7329 Email Address @Microsoft.corn For the Attention of:For the Attention of: Volume Licensing Attorney Microsoft S&L Enterprise Enrollment - 250 (DirecO (MSLI) v5.1 (United States) November 20. 2000 Cover Page Page l of 14 Term. This enrollment will expire 36 full calendar months from the effective date indicated below unless terminated earlier as provided in the Microsoft State and Local Government Enterprise Agreement or extended as set out in the next sentence. You may elect to extend the term of this enrollment for an additional 12 full calendar months. To do so, you must submit an order for the extension period to your reseller within 15 days following the term, covering the enterprise products, the additional products, and any additional qualified desktops added prior to the end of the term (including any qualified desktops for which you are required to submit an order as part of your third anniversary true up). The reference price for the extension of each enterprise product will be equal to the total enterprise product price divided by 3, divided by the initial number of qualified desktops, multiplied by the total number of qualified desktops licensed as of the end of the term (including any qualified desktops for which you are required to submit an order as part of your third anniversary true up). We are not able to provide additional product reference pricing for the extension term. Please contact your reseller for your price and payment terms for the enterprise products and additional products for the extension term. Terms used in this enrollment shall have the meanings assigned to them in the Microsoft State and Loca! Government Enterprise Agreement identified above. By signing this enrollment, you represent and warrant that: a. You have read and understood the Microsoft State and Local Government Enterprise Agreement identified above, including any addenda and amendments to that agreement (specifically including but not limited to the current version of the product use rights), and agree to be bound by those terms. ix You are either the entity that signed the Microsoft State and Local Government Enterprise Agreement identified above or its affiliate. c. You have 250 or more qualified desktops. This enrollment consists of (1) this cover page, (2) the Shipping Information Form, (3) the Enterprise Order Form, (4) the Enterprise Update Statement, (5) the Reseller Information Form, and (6) the Product List, and by signing below, you agree that you are bound by the terms of the Microsoft State and Local Government Enterprise Agreement identified above and the product use rights applicable to products ordered under this enrollment. By signing below, you represent that the information that you provide on each of the attached forms is accurate. Name of Customer:Name of contracting Microsoft affiliate: MSLI, GP By: Name: Title: Date: By: (Signature) (Signature) Name: (Printed)(Printed) Title: (Printed)(Printed) Effective Date: Microsoft S&L Enterprise Enrollment - 250 (Direct) (MSLO v5.1 Cover Page Page 2 of 14 (United States) November 20, 2000 Shipping Information Form License confirmations and CD-ROM subscriptions will be shipped to the following address. If the CD-ROM shipping address differs from the license confirmation shipping address, please complete the Initial Fulfillment Kit/CD-ROM Shipment Contact address section on the following page. License Confirmation Ship-to Information (If different from address on the cover pag~e) Customer Name Company Contact Email Address Street Address City and State / Province and Postal Code Country Contact Name Phone Number Fax Number Company Contact Language (If different than language of this enrollmenO Microsoft Account Manager Name Microsoft Office Location Microsoft Contact Email Addregs (~fapplicable) Microsoft will automatically ship an English version of one CD-ROM kit, and periodic additional CD-ROMs containing updates, for each pool/group designated in the table below. If you would like to receive additional shipments of CD-ROM kits, either in English or in any other available language, you may order them through your reseller for a fee. Initial Fulfillment Kit / CD-ROM Shipment Contact Customer Name Same as first page City and Smm / Province and Postal Code (If different from License Con~rmation contacO Contact Name Phone Number Fax Number Email Address Microsoft S&L Enterprise Enrollment - 250 (Direct) ~LO vii Cover Page Page 3 of 14(United States) November 20, 2000 ~ e~ co ~-~ ~ o o o _ Microsoft S&L Enterprise Enrollment - 250 (Direct) (MSLO v5.1 Cover Page Page 4 of 14 (United States) November 20, 2000 Enterprise Order Form 1. Definition of the Enterprise Section 1: Your enterprise must consist of entire agencies, departments, or jurisdictions, not partial agencies, departments or jurisdictions ¯ Each affiliate must be entirely "in" or entirely "out". Note: when we refer to Enterprise Enrollment, we mean either an Enterprise Enrollment or an Enterprise Select Agreement. Please check onlyone of the applicable boxes in Section 1 below. Note: all affiliates acquired after the effective date of this enrollment that are not party to an Enterprise Enrollment of their own will automatically be included unless you fill in Section 2 below. (i) [ X]You and all affiliates. (ii) [ ]You and the following affiliates will be participating: 1. 2. 3. 4. 5. 6. (NOTE: If more than 6 affiliates are being included, attach list of names on separate piece of paper.) (iii) [ ]You and all affiliates, ~cept the following affiliates, wil! be participating: 1. 2. 3¯ 4. 5. 6. (NOTE: If more than 6 affiliates are being excluded, attach list of names on separate piece of paper.) Section 2: Unless you check the box below, all affiliates acquired after the effective date of this enrollment that are not party to an Enterprise Enrollment of their own will automatically be included. [ ]Exclude all affiliates acquired after the effective date of this enrollment that are not party to an Enterprise Enrollment of their own. Microsoft S&L Enterprise Enrollment - 250 (Direct) ~LI) v5.1 Cover Page Page 5 of 14(United States) November 20, 2000 Enterprise Order Form 2.Designated Languages You will use the enterprise and additional products in the language category specified below. Please note that you w~l receive only English versions of these products, and English is in the "listed languages" category. If you also wish to use other language versions of these products, you must obtain them through your reseller for a fee. Please mark one box below with an "X" for the language category of your choice. "Listed languages" means any of the following localized language versions: Chinese Simplified, Chinese Traditional, Czech, English, Greek, Hebrew, Hungarian, Korean, French Canadian, Japanese, Polish, Portuguese (Brazil), Russian, Turkish, Thai and if this enrollment is signed in .Latin America, then Spanish. "All languages" means (i) all of the languages in the listed languages category above, and (ii) all of the restricted languages below. "Restricted languages" means Danish, Dutch, Finnish, French, German, Italian, Norwegian, Portuguese (Portugal), Spanish, Swedish, Arabic and, if the enrollment is signed in Austria, Belgium, Denmark, France, Finland, Germany, Ireland, Italy, Luxembourg, Netherlands, Norway, Portugal, United Kingdom, Switzerland, Sweden, or Spain, then English becomes a restricted language. ~Lis~ed Languages All Languages Note:By electing the listed language category you may use a maximum of 10% of the copies of any product in the restricted lan_~ages. 3.Language Allocation You estimate in good faith that you will use the enterprise and additional products in the languages and percentages specified below (if more space is needed, please attach on a separate sheet): Lan~uao.e Versions English Percentages lOO % % % % Microsoft S&L Enterprise Enrollment - 250 (Direct) (MSLO v5.1 (United States) November 20, 2000 Cover Page Page 6 of 14 Enterprise Order Form 4.Enterprise Product Licenses The prices stated below are for your reference only. Your price and payment terms for all products ordered will be determined by agreement with your chosen reseller. a. Initial Order for Enterprise Products (To be completed by Microsoft or reseller9 The price of the enterprise licenses for the initial order will be billed to your reseller in annual installments. The first installment will be invoiced upon submission of the order; the remaining installments will be invoiced at each anniversary of the effective date of this enrollment. Qualified Desktops: You represent that the total number of qualified desktops in your] enterprise is, or will be increased to this number, during this enrollment. (This number must be equal to at least 250 desktops.)9O0 You must choose the Enterprise Desktop Professional Platform or at least one of the individual enterprise products by checking the boxes below. (You may choose more than one of the individual enterprise products.) This choice must be made before selecting any of the additional products listed in section Sa below. I,,Currency [USD I (a) Enterprise Product x/-Annual enterprise product oer desktop reference pri ce X $243.00 Enterprise Desktop Professional Platform Office Professional BackOffice Client Access License Windows Desktop Operating System Upgrade Initial Enterprise Product Order Total: (sum column (b) for the enterprise products chosen above) (b) = (a) * number of qualified desktops above Annual enterprise product reference price $218,700 $218,700 (c) = 0a) * 3 year term Total enterprise product reference price $656,100 Note: Because all operating system licenses provided under this program will be upgrade licenses, you agree that all new or replacement qualified desktops acquired during the term of this enrollment on which you will run the Windows operating system will be licensed either for Windows 9.x or Windows 2000 Professional, or their successor products, from the desktop’s Original Equipment Manufacturer. The enterprise products are: o Windows Desktop Operating System Upgrade; o Microsoft Office Professional (the current version of which consists of the following components: Microsoft Word, Microsoft Excel, Microsoft PowerPoint, Microsoft Outlook, Microsoft Publisher and Microsoft Access); o Microsoft BackOffice Client Access License (the current version of which consists of Client Access Licenses for the following components: Windows NT Server, SQL Server, Microsoft Exchange Server, Systems Management Server, Site Server and SNA Server) Microsoft S&L Enterprise Enrollment - 250 (Direct) (MSL0 v5.1 Cover Page Page 7 of 14(United States) November 20, 2000 I Enterprise Order Form b. Enterprise True up Orders for Enterprise Products (To be completed by Microsoft or reseller) The price of the enterprise licenses for any true up order will be billed to your reseller upon submission of your order. True up orders must be submitted within 15 days following the anniversary of the effective date and expiration or termination of this enrollment. Currency I USD I Please complete the table below for the enterprise products selected in section 4(a) above. Enterprise Product First anniversary per Second anniversary per Subsequent anniversary per desktop reference price desktop reference price desktop reference price Enterprise Desktop Professional Platform $601.00 $483.00 $363.00 Office Professional BackOffice Client Access License Windows Desktop Operating System Upgrade Note: Because all operating system licenses provided under this program will be upgrade licenses, you agree that all new or replacement qualified desktops acquired during the term of this enrollment on which you will run the Windows operating system will be licensed either for Windows 9.x or Windows 2000 Professional, or their successor products, from the desktop’s Original Equipment Manufacturer. c. Subsequent Orders for Enterprise Products The price of the enterprise licenses for any subsequent enterprise product order placed prior to the first anniversary will be billed to your reseller in annual installments. The first installment will be invoiced upon submission of the order; the remaining installments will be invoiced at each anniversary of the effective date of this enrollment. The price of the enterprise licenses for any subsequent enterprise product order placed after the first anniversary will be billed to your reseller upon submission of your order. Microsoft S&L Enterprise Enrollment - 250 (Direct) OdSLO v5.1 Cover Page Page 8 of 14 (United States) November 20, 2000 Enterprise Order Form 5. Additional Product Licenses (To be completed by Microsoft or reseller) The prices stated below are for your reference only. Your price and payment terms for all products ordered will be determined by agreement with your chosen reseller. The price of the additional product licenses for the initial order in section 5(a) below and any additional product licenses ordered prior to the first anniversary of the effective date will be billed to your reseller in annual installments. The first installment will be invoiced upon submission of the order; the remaining installments will be invoiced at each anniversary of the effective date of this enrollment. Subsequent orders of additional products placed after year 1 will be invoiced in total upon submission of the order. a. Initial Order for Additional Products (To be completed by Microsoft or reseller) Currency I You may choose to license additional products by entering the names of and quantities for the products of your choice in the table below. For a list of the available additional products, please contact your reseller. You may choose more than one additional product. Please enter the appropriate quantity of licenses for each additional product you choose to license. If you choose to license more than I0 additional products, attach a list of names and quantities for the remaining products on a separate piece of paper. Additional Products Initial Additional Product Order Total: (sum column(c) for additional products chosen above) (a) Quantity Annual additional product oer license reference price (c) = (a) * (b) Annual additional product reference price (d) = (c) * 3 year term Total additional product reference price Microsoft S&L Enterprise Enrollment - 250 (Direct) (MSL1) v5.1 Cover Page Page 9 of 14 (United States) November 20. 2000 Enterprise Order Form 6. Initial Product Order Total for the Enterprise and Additional Products Chosen in 4a and 5a above (To be completed by Microxoft or reseller) ]Currency USD Initial Enterprise Product Order Total from 4a Annual enterprise and additional product reference price $218,700 2 Initial Additional Product Order Total from 5a 3 Grand Total 3=1+2 Microsoft S&L Enterprise Enrollment - 250 (£h’rect) 04SLO v5.1 Cover Page Page 10 of 14 (United States) November 20, 2000 Enterprise Update Statement ENTERPRISE AGREEMENT NUMBER ENROLLMENT NUM]3ER COMPANY NAaME ~NROLLMENT ANNIVERSARY DATE An Enterprise Update Statement must be submitted ONLY if the number of qualified desktops for the enterprise products has not increased as of any of the anniversary dates of your State and Local Government Enterprise Enrollment. If there has been an increase in the number of qualified desktops for the enterprise products, please submit an order to your reseller. I agree that there has been no increase in the number of qualified desktops for the enterprise products in my enterprise. Statement completed by: Name of Customer Authorized signature Contact Name (please print) Title Date Submit an original to:Your reseller Microsoft S&L Enterprise Enrollment - 250 (Lh)’ect) (MSLO v5.1 Cover Page Page 11 of 14 (United States) November 20, 2000 1. General information Reseller Information Form (Reseller should complete the following sections.) Reseller Headquarter Information Reseller Company Name ASAP Software Inc. Distributor Information (if applicable) Distributor Company Name Headquarters Street Address and/or post office box Headquarmrs Street Address and/or post office box 850 Asbury Dr. City and State / Province and Postal Code City and State / Province and Posta! Code Buffalo Grove IL 60089 Coun~Country USA Contact Name Contact Name Tim Downs Phone Number Phone Number 800-883-8613 F~x Number F~x Number 847-465-3277 Email Address Ernail Address tdowns@asap, corn 2. Billing information for enterprise and additional product coverage (To be f!lled in for customers with 250-4,999 desktops ONLY. A Channel Price Sheet will be supplied by Microsoft for customers with 5, 000 and greater desktops.) Direct partner purchase order nutnber." Part number and price in formation for enterprise and additional product license coverage: Insert in the table below the Microsoft part number and price information to be billed for the enterprise product desktops and additional product quantities entered in Parts 4a and 5a of the Enterprise Order Form and by language selected in Part2 of the Enterprise Order Form. c) Price list lnonth (the tnonth of the price list the prices listed below are fi’om)." ICurrency I USD , Amendment 1 Microsoft S&L Enterprise Enrollment - 250 (Direct) (MSLO v5.1 Cover Page Page 12 of I4 (United States) November 20, 2000 Reseller Information Form (NOTE: The part number and price level information required below is provided to the Direct Partner on the Enterprise 5 Price List.) Microsoft Part Number Product Offering Price Purchase Usage Quantity A07-00039 Language Eng. Level Unit Country Cust Amd 1 Each USA Microsoft S&L Enterprise Enrollment - 250 (Direct) (MSL0 v5.1 Cover Page Page 13 of 14(United States) November 20, 2000 Reseller Information Form Please note: Billing currencies are limited to the currencies Microsoft accepts in a given country. Microsoft accepted billing currencies are stated, by country of enrollment, in the table below. The currency selected for this enrollment will apply for the entire term of this enrollment including the extensions. ,,Currency US Dollars Canadian Dollars Australian Dollars New Zealand Dollars EUR0 Danish Krone Japanese Yen Korean Won ..... Norwegian Krone Pound Sterlin~ Swiss Franc Swedish Krona Taiwan Dollar Accepted in Country United States, Latin America, Asia (except Japan, Korea, and Taiwan), Greece, Eastern Europe, Middle East, Africa Canada Australia New Zealand Austria, Belgium, Denmark, Finland, France, Germany, Ireland, Italy, Luxembourg, Netherlands, Norway, Portugal, Spain, Switzerland, Sweden, and United Kingdom Denmark Japan Korea Norway United Kinlsdom Switzerland Sweden Taiwan The above price levels for the initial order will be extended to reseller for the term of this enrollment. The price of the enterprise licenses and additional product licenses will be billed in annual installments. The first installment will be invoiced upon submission of the order; the remaining installments will be invoiced at each anniversary of the effective date of this enrollment. Signature acknowledges that the above price level and country of usage information has been reviewed and agreed to by the reseller, subject to the terms and conditions of its agreement with the licensing Microsoft affiliate. Reseller by signing below, acknowledges that it has read this enrollment (including any amendments to it), and reseller acknowledges that pursuant to the terms of this enrollment, the enrolled affiliate may have rights to terminate this enrollment under certain circumstances, or reduce the number of qualified desktops covered in ways that may reduce the total enterprise and additional product price. The undersigned confirms that the Reseller and Distributor information is correct. Name of Reseller. A,~iAP Software By: (Signature) Name: (Printed) Title: (Printed) Date: Name of Distributor Of appropriate): By: (Signature) Name: (Printed) Title: (Printed) Date: ¢’dicrosoft S&L Enterprise Enrollment - 250 (Direct) (MSLO v5.1 Cover Page Page 14 of 14(United States) November 20, 2000 IN WITNESS WHEREOF, ths parties hermto have by their duly authorized representatives executed thisContract on the daze first above written. ATTEST:CITY OF ~ALO ~ITO City Clerk APPROVED AS TO FORM: CityA~torney APPROVED: Assistant City Manager Director of Achninistrative Services Insurance Review Taxpayer Identification No. CERTIFICATE OF ACK~OWLEDG~2~NT (Civil Code ~ 1189) On OC% ~O, 2001, before meo the undersigned, a Notary Public in and for .~aid~County ands..’ S~e, ~ per~onaliy " appeared known to me or proved to me on the basis of satisfactory evidence to b~ .the person{s) whose name(s) is/are subscribed to the within instrument and acknowledged to~ime that he/she!they executed the same in his/her/their authorized capec±ty(ies), and that by ¯ his/her/their signature(s) on the inst~umsnt the person(s), or the entity upon b~ha!f of which the person(s) acted, executed th~ instrument. WITNESS my hand and official seal.