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HomeMy WebLinkAboutC-8636-1 - Software License AgreementMicrosoft Volume Licensing Program Signature Form MBA/MBSA number 5-0000005377457 Agreement number 8084445 Note: Enter the applicable active numbers associated with the documents below. Microsoft requires the associated active number be indicated here, or listed below as new. For the purposes of this form, "Customer" can mean the signing entity, Enrolled Affiliate, Government Partner, Institution, or other party entering into a volume licensing program agreement. This signature form and all contract documents identified in the table below are entered into between the Customer and the Microsoft Affiliate signing, as of the effective date identified below. Contract Document <Choose A reement> Numberor Code Document Number or Code <Choose A reement> Document Number or Code <Choose A reement> Document Number or Code <Choose A reement> Document Number or Code <Choose A reement> Document Number or Code Enterprise Enrollment X20-10635 <Choose EnrollmenVRe istration> Document Number or Code <Choose Enrollment/Re istration> Document Number or Code <Choose Enrollment/Re istration> Document Number or Code <Choose Enrollment/Re istration> Document Number or Code Amendment M97 New Product Selection Form 0922573.005 New Document Descri tion Document Number or Code Document Description Document Number or Code Document Description Document Number or Code By signing below, Customer and the Microsoft Affiliate agree that both parties (1) have received, read and understand the above contract documents, including any websites or documents incorporated by reference and any amendments and (2) agree to be bound by the terms of all such documents. Name of Entity (mustbe le al entity name)* City of Newport Beach Signature* �/���- Printed First and Last Name* 4;a,71 lar 0>tAti Printed Title 14fa "K Signature Date* Tax ID indicates required field A'REBT: c APPROVED AS TO FORM: r CITY ATTORNEY'S OFFICE LellanI I. B�r, jity Clerk yAaron C. Harp— City Attorney Bate: l -- ProgramSignForm(MSSign)(NA,LatAm)ExBRA(ENG)(Oct2019) Page 1 of 2 Document X20-12845 0 Fr, o" Microsoft Corporation Signature Printed First and Last Name Printed Title Signature Date (date Microsoft Affiliate countersigns) Agreement Effective Date (may be different than Microsoft's signature date) Optional 2nd Customer signature or Outsourcer signature (if applicable) Name of Entity (must be legal entity name)* Signature* Printed First and Last Name* Printed Title Signature Date* * indicates required field Name of Entity (must be legal entity name)* Signature* Printed First and Last Name* Printed Title Signature Date* indicates required field If Customer requires additional contacts or is reporting multiple previous Enrollments, include the appropriate form(s) with this signature form. After this signature form is signed by the Customer, send it and the Contract Documents to Customer's channel partner or Microsoft account manager, who must submit them to the following address. When the signature form is fully executed by Microsoft, Customer will receive a confirmation copy. Microsoft Corporation Dept. 551, Volume Licensing 6100 Neil Road, Suite 210 Reno, Nevada 89511-1137 USA Program Sign Form (MSSign)(NA,LatAm)ExBRA(ENG)(Oct2019) Page 2 of 2 Document X20-12845 Microsoft Enterprise Enrollment Enterprise Enrollment number (Microsoft to complete) Previous Enrollment number (Reseller to complete) Volume Licensing Framework ID (if applicable) State and Local This Enrollment must be attached to a signature form to be valid. This Microsoft Enterprise Enrollment is entered into between the entities as identified in the signature form as of the effective date. Enrolled Affiliate represents and warrants it is the same Customer, or an Affiliate of the Customer, that entered into the Enterprise Agreement identified on the program signature form. This Enrollment consists of: (1) these terms and conditions, (2) the terms of the Enterprise Agreement identified on the signature form, (3) the Product Selection Form, (4) the Product Terms, (5) the Online Services Terms, (6) any Supplemental Contact Information Form, Previous Agreement/Enrollment form, and other forms that may be required, and (7) any order submitted under this EnroUment. This Enrollment may only be entered into under a 2011 or later Enterprise Agreement. By erring into this Enrollment, Enrolled Affiliate agrees to be bound by the terms and conditions of the Enterprise Agreement. All terms used but not defamed am located at http://www.microsoft.conVlicensing/contracts. to the event of any conflict the terms of this Agreement control. Effective date. If Enrolled Affiliate is renewing Software Assurance or Subscription Licenses from one or more previous Enrollments or agreements, then the effective date will be the day after the first prior Enrollment or agreement expires or terminates. tf this Enrollment is renewed, the effective date of the renewal term will be the day after the Expiration Date of the initial term. Otherwise, the effective date will be the date this Enrollment is accepted by Microsoft Any reference to "anniversary date" refers to the anniversary of the effective date of the applicable initial or renewal term for each year this Enrollment is in effect. Term. The initial term of this Enrollment will expire on the last day of the month, 36 full calendar months from the effective date of the initial term. The renewal term will expire 36 full calendar months after the effective date of the renewal term. Terms and Conditions 1. Definitions. Terms used but not defined in this Enrollment will have the definition in the Enterprise Agreement. The following definitions are used in this Enrollment: "Additional Product" means any Product identified as such in the Product Terms and chosen by Enrolled Affiliate under this Enrollment. "Community" means the community consisting of one or more of the following: (1) a Government, (2) an Enrolled Affiliate using eligible Government Community Cloud Services to provide solutions to a Government or a qualified member of the Community, or (3) a Customer with Customer Data that is subject to Government regulations for which Customer determines and Microsoft agrees that the use of Government Community Cloud Services is appropriate to meet Customer's regulatory requirements. EA20201 EnrGov(US)SLG(ENG)(0ct2019) Page 1 of 10 Document X20-10635 Membership in the Community is ultimately at Microsoft's discretion, which may vary by Government Community Cloud Service. "Enterprise Online Service" means any Online Service designated as an Enterprise Online Service in the Product Terms and chosen by Enrolled Affiliate under this Enrollment. Enterprise Online Services are treated as Online Services, except as noted. "Enterprise Product" means any Desktop Platform Product that Microsoft designates as an Enterprise Product in the Product Terms and chosen by Enrolled Affiliate under this Enrollment. Enterprise Products must be licensed for all Qualified Devices and Qualified Users on an Enterprise -wide basis under this program. "Expiration Date" means the date upon which the Enrollment expires. "Federal Agency" means a bureau, office, agency, department or other entity of the United States Government. "Government" means a Federal Agency, State/Local Entity, or Tribal Entity acting in its governmental capacity. "Government Community Cloud Services" means Microsoft Online Services that are provisioned in Microsoft's multi -tenant data centers for exclusive use by or for the Community and offered in accordance with the National Institute of Standards and Technology (NIST) Spe, ,Publication 800-145. Microsoft Online Services that are Government Community Cloud Services are designated as such in the Use Rights and Product Terms. "Industry Device" (also known as line of business deployed configuration as a r° I purpose pers multi -function server, or,,, Ily viable sub industry or task -s J rom a point of sale p ,w usy RrogramR Microsoft .,sure or third -party softwar?a., processing, s reads heeis, data n vor, of then the desktop functions: (1) may only be functionality; and (2) must be technically integ' enforced policies or architecture to operate only w eanS�►�jtiiseable in its F rtputirtgwmputer), a it one of t logs an or ertortns" ( as:rrtl," word rows : firftj, r penal finance), 14m industry Program .,tr:#trgram dr'employ technically d*kh°the,1ndu*y'Program functionality. "Managed Device" means any device on which any AffiFiate -in the Enterprisedirectly or indirectly controls one or more operating system environments. Examples of Managed Devices can be found in the Product Terms. "QualifiedDevice" means any device that is used by or for the benefit of Enrolled Affiliate's Enterprise and is: (1) a .personal desktop computer, portable computer, workstation, or similar device capable of running Windows Pro locally (in a physical or virtual operating system environment), or (2) a device used to access a virtual desktop infrastructure ("VDI"). Qualified Devices do not include any device that is: (1) designated as a server and not used as a personal computer, (2) an Industry Device, or (3) not a Managed Device. At its option, the Enrolled Affiliate may designate any device excluded above (e.g., Industry Device) that is used by or for the benefit of the Enrolled Affiliate's Enterprise as a Qualified Device for all or a subset of Enterprise Products or Online Services the Enrolled Affiliate has selected. "Qualified User" means a person (e.g., employee, consultant, contingent staff) who: (1) is a user of a Qualified Device, or (2) accesses any server software requiring an Enterprise Product Client Access License or any Enterprise Online Service. It does not include a person who accesses server software or an Online Service solely under a License identified in the Qualified User exemptions in the Product Terms. "Reseller" means an entity authorized by Microsoft to resell Licenses under this program and engaged by an Enrolled Affiliate to provide pre- and post -transaction assistance related to this agreement; "Reserved License" means for an Online Service identified as eligible for true -ups in the Product Terms, the License reserved by Enrolled Affiliate prior to use and for which Microsoft will make the Online Service available for activation. EA20201 EnrGov(US)SLG(ENG)(0ct2019) Page 2 of 10 Document X20-10635 "State/Local Entity" means (1) any agency of a state or local government in the United States, or (2) any United States county, borough, commonwealth, city, municipality, town, township, special purpose district, or other similar type of governmental instrumentality established by the laws of Customer's state and located within Customer's state's jurisdiction and geographic boundaries. "Tribal Entity" means a federally -recognized tribal entity performing tribal governmental functions and eligible for funding and services from the U.S. Department of Interior by virtue of its status as an Indian tribe. "Use Rights" means, with respect to any licensing program, the use rights or terms of service for each Product and version published for that licensing program at the Volume Licensing Site and updated from time to time. The Use Rights include the Product -Specific License Terms, the License Model terms, the Universal License Terms, the Data Protection Terms, and the Other Legal Terms. The Use Rights supersede the terms of any end user license agreement (on-screen or otherwise) that accompanies a Product. "Volume Licensing Site" means http://www.microsoft.com/licensing/contracts or a successor site. 2. Order requirements. a. Minimum order requirements. Enrolled Affiliate's Enterprise must have a minimum of 250 Qualified Users or Qualified Devices. The initial order must include at least 250 Licenses for Enterprise Products or Enterprise Online Services. (i) Enterprise commitment. Enrolled Affiliate must.order enough Licenses to cover all Qualified Users or Qualified Devices, depending on thelicense Type, vrith.one or more Enterprise Products or a mix of Enterprise Product and tine corresponding Enterprise Online Servkms {as long as all Qualified Devices not covered by.a Lk se are,on)y used by users covered with a user License}_ (n) Enterprise Online Services ofdy. If noEnterprise Product is ordered, then Enrolled Affiliate need only maintain at least 250 Subscription Licenses for Enterprise Online Services. b. Additional Products. Upon satisfying the minimum order requirements above, Enrolled Affiliate may order Additional Products. c. Use Rights for Enterprise Products. For Enterprise Products, if a new Product version has more restrictive use rights than the version that is current at the start of the applicable initial or renewal term of the Enrollment, those more restrictive use rights will not apply to Enrolled Affiliate's use of that Product during that term. d. Country of usage. Enrolled Affiliate must specify the countries where Licenses will be used on its initial order and on any additional orders. e. Resellers. Enrolled Affiliate must choose and maintain a Reseller authorized in the United States. Enrolled Affiliate will acquire its Licenses through its chosen Reseller. Orders must be submitted to the Reseller who will transmit the order to Microsoft. The Reseller and Enrolled Affiliate determine pricing and payment terms as between them, and Microsoft will invoice the Reseller based on those terms. Throughout this Agreement the term "price" refers to reference price. Resellers and other third parties do not have authority to bind or impose any obligation or liability on Microsoft. f. Adding Products. (i) Adding new Products not previously ordered. New Enterprise Products or Enterprise Online Services may be added at any time by contacting a Microsoft Account Manager or Reseller. New Additional Products, other than Online Services, may be used if an order is placed in the month the Product is first used. For Additional Products that are Online Services, an initial order for the Online Service is required prior to use. EA20201 EnrGov(US)SLG(ENG)(0ct2019) Page 3 of 10 Document X20-10635 (ii) Adding Licenses for previously ordered Products. Additional Licenses for previously ordered Products other than Online Services may be added at any time but must be included in the next true -up order. Additional Licenses for Online Services must be ordered prior to use, unless the Online Services are (1) identified as eligible for true -up in the Product Terms or (2) included as part of other Licenses. g. True -up requirements. Enrolled Affiliate must submit an annual true -up order that accounts for any changes since the initial order or last order. If there are no changes, then an update statement must be submitted instead of a true -up order. (i) Enterprise Products. For Enterprise Products, Enrolled Affiliate must determine the number of Qualified Devices and Qualified Users (if ordering user -based Licenses) at the time the true -up order is placed and must order additional Licenses for all Qualified Devices and Qualified Users that are not already covered by existing Licenses, including any Enterprise Online Services. (ii) Additional Products. For Additional Products that have been previously ordered under this Enrollment, Enrolled Affiliate must determine the maximum number of Additional Products used since the latter of the initial order, the last true -up order, or the prior anniversary date and submit a true -up order that accounts for any increase. (III) Online Services. For Online Services identified as 4igme, for true -up in the Product Terms, Enrolled Affiliate may place a reservation order W#tre additional Licenses prior to use and payment may be deferred until the Next true -up mei°-crosoft will provide a report of Reserved Licenses ordered taut not ffiliate and its Reseller. Resetared Licenses will be d mitinwhich they were order - (iv) Su ease reductosirt E_nrokie�l e of S Licenses at *61. Pu Wnt'an Yrasis permitfed in the Produdtleit sT, , K ollows �< 1) For Subscription License; ale pa`j of a purr"e� Licenses may be reduced if the total qua �,rt ssurGice`for an applicable group meets or exceeds the'5 , ryai flevices and Qualified Users (if ordering user -based Licenses) ifified on tate Product Selection Form, and includes any additional Qualified Devices and Qualified Users added in any prior true -up orders. Step-up Licenses do not count towards this total count. 2) For Enterprise Online Services that are not a part of an Enterprise -wide purchase, Licenses can be reduced as long as the initial order minimum requirements are maintained. 3) For Additional Products available as Subscription Licenses, Enrolled Affiliate may reduce the Licenses. If the License count is reduced to zero, then Enrolled Affiliate's use of the applicable Subscription License will be cancelled. Invoices will be adjusted to reflect any reductions in Subscription Licenses at the true -up order Enrollment anniversary date and effective as of such date. (v) Update statement. An update statement must be submitted instead of a true -up order if, since the initial order or last true -up order, Enrolled Affiliate's Enterprise: (1) has not changed the number of Qualified Devices and Qualified Users licensed with Enterprise Products or Enterprise Online Services; and (2) has not increased its usage of Additional Products. This update statement must be signed by Enrolled Affiliate's authorized representative. (vi) True -up order period. The true -up order or update statement must be received by Microsoft between 60 and 30 days prior to each Enrollment anniversary date. The third - year true -up order or update statement is due within 30 days prior to the Expiration Date, and any license reservations within this 30 day period will not be accepted. Enrolled Affiliate EA20201EnrGov(US)SLG(ENG)(0ct2019) Page 4 of 10 Document X20-10635 may submit true -up orders more often to account for increases in Product usage, but an annual true -up order or update statement must still be submitted during the annual order period. (vii)Late true -up order. If the true -up order or update statement is not received when due, Microsoft will invoice Reseller for all Reserved Licenses not previously invoiced and Subscription License reductions cannot be reported until the following Enrollment anniversary date (or at Enrollment renewal, as applicable). h. Step-up Licenses. For Licenses eligible for a step-up under this Enrollment, Enrolled Affiliate may step-up to a higher edition or suite as follows: (i) For step-up Licenses included on an initial order, Enrolled Affiliate may order according to the true -up process. (ii) If step-up Licenses are not included on an initial order, Enrolled Affiliate may step-up initially by following the process described in the Section titled "Adding new Products not previously ordered," then for additional step-up Licenses, by following the true -up order process. i. Clerical errors. Microsoft may correct clerical errors in this Enrollment, and any documents submitted with or under this Enrollment, by providing., notice by email and a reasonable opportunity for Enrolled Affiliate to object to the correctionu '"Clerical errors include minor mistakes, unintentional additions and omissions., This sict does not apply to material terms, such as the identity, quantity or price of a Product Veli n compliance. Microsoft may, j. r�fyig p y, ips,i ani° e, ve{tf�r compliance with this Enrol set forth in the Ag F n i �r"cstE 7 �5 3. Pricing. a. e Levels. for bo'ih then.aridny renewsal to �rtflAffifiate's Pace..Level for all Products ordel`ed under this �Enrol� y�All be the tt� of ttie Enrollment. b. Setting Prices. Enrolled Affiliate's pr ,{fcw" t Pt uc �rSeririce WffI be established by its Reseller. Except for Online Services des;tgrrated 'in the Product Terms as being exempt from fixed pricing, As long as Enrolled Affiliate continues to qualify for the same price level, Microsoft's prices for Resellers for each Product or Service ordered will be fixed throughout the applicable initial or renewal Enrollment term. Microsoft's prices to Resellers are reestablished at the beginning of the renewal term. 4. Payment terms. For the initial or renewal order, Microsoft will invoice Enrolled Affiliate's Reseller in three equal annual installments. . The first installment will be invoiced upon Microsoft's acceptance of this Enrollment and remaining installments will be invoiced on each subsequent Enrollment anniversary date. Subsequent orders are invoiced upon acceptance of the order and Enrolled Affiliate may elect to pay annually or upfront for Online Services and upfront for all other Licenses. 5. End of Enrollment term and termination. a. General. At the Expiration Date, Enrolled Affiliate must immediately order and pay for Licenses for Products it has used but has not previously submitted an order, except as otherwise provided in this Enrollment. b. Renewal option. At the Expiration Date of the initial term, Enrolled Affiliate can renew Products by renewing this Enrollment for one additional 36 -month term or by signing a new Enrollment. Microsoft must receive a Renewal Form, Product Selection Form, and renewal order prior to or at the Expiration Date. Microsoft will not unreasonably reject any renewal. EA20201 EnrGov(US)SLG(ENG)(0ct2019) Page 5 of 10 Document X20-10635 6. Microsoft may make changes to this program that will make it necessary for Customer and its Enrolled Affiliates to enter into new agreements and Enrollments at renewal. c. If Enrolled Affiliate elects not to renew. (i) Software Assurance. If Enrolled Affiliate elects not to renew Software Assurance for any Product under its Enrollment, then Enrolled Affiliate will not be permitted to order Software Assurance later without first acquiring a new License with Software Assurance. (ii) Online Services eligible for an Extended Term. For Online Services identified as eligible for an Extended Term in the Product Terms, the following options are available at the end of the Enrollment initial or renewal term. 1) Extended Term. Licenses for Online Services will automatically expire in accordance with the terms of the Enrollment. An extended term feature that allows Online Services to continue month-to-month ("Extended Term") is available. During the Extended Term, Online Services will be invoiced monthly at the then -current published price as of the Expiration Date plus a 3% administrative fee for up to one year. If Enrolled Affiliate wants an Extended Term, Enrolled Affiliate must submit a request to Microsoft at least 30 days prior to the Expiration Date. 2) Cancellation during Extended Term. At any fime during the first year of the Extended Term, Enrolled Affiliate may terminate:the:,fztended Term by submitting a notice of cancellation to Microsoft for each Orkirrwe ; _Thereafter, either party may terminate the Extended Term by ptovidin 4be a ftotice of cancellation for each Online Service. Cancellatr0 w9l be', m onth following 30 days `" icrosoft has receWd or issued- (iii) Subscr es and OnEme Services MrM If Enr elects got r nernt; 41pe4s a as Of the Ira -ph, An�raass�aated meds �s n and Enrolled Affiliate's EN rpris6 `�rwrst draeq rtue p `soft y ret esf written certification to verify comp" Hari = � �� `, r II n_Y ti_. 4, d. Termination for cause. Any termrna b 16r curse of ttiis ri�(Iment �nrihl be subject to the "Termination for cause" section of the `rrt 1n add+"ttior, it shall be a breach of this Enrollment if Enrolled Affiliate or any Y'ffrliate in the Enterprise that uses Government Community Cloud Services fails to meet and maintain the conditions of membership in the definition of Community. e. Early termination. Any early termination of this Enrollment will be subject to the "Early Termination" Section of the Enterprise Agreement. For Subscription Licenses, in the event of a breach by Microsoft, or if Microsoft terminates an Online Service for regulatory reasons, Microsoft will issue Reseller a credit for any amount paid in advance for the period after termination. Government Community Cloud. a. Community requirements. If Enrolled Affiliate purchases Government Community Cloud Services, Enrolled Affiliate certifies that it is a member of the Community and agrees to use Government Community Cloud Services solely in its capacity as a member of the Community and, for eligible Government Community Cloud Services, for the benefit of end users that are members of the Community. Use of Government Community Cloud Services by an entity that is not a member of the Community or to provide services to non -Community members is strictly prohibited and could result in termination of Enrolled Affiliate's license(s) for Government Community Cloud Services without notice. Enrolled Affiliate acknowledges that only Community members may use Government Community Cloud Services. b. All terms and conditions applicable to non -Government Community Cloud Services also apply EA20201 EnrGov(US)SLG(ENG)(0ct2019) Page 6 of 10 Document X20-10635 to their corresponding Government Community Cloud Services, except as otherwise noted in the Use Rights, Product Terms, and this Enrollment. c. Enrolled Affiliate may not deploy or use Government Community Cloud Services and corresponding non -Government Community Cloud Services in the same domain. d. Use Rights for Government Community Cloud Services. For Government Community Cloud Services, notwithstanding anything to the contrary in the Use Rights: (i) Government Community Cloud Services will be offered only within the United States. (ii) Additional European Terms, as set forth in the Use Rights, will not apply. (iii) References to geographic areas in the Use Rights with respect to the location of Customer Data at rest, as set forth in the Use Rights, refer only to the United States. EA20201 EnrGov(US)SLG(ENG)(Oct2019) Page 7 of 10 Document X20-10635 s �4 t EA20201 EnrGov(US)SLG(ENG)(Oct2019) Page 7 of 10 Document X20-10635 Enrollment Details 1. Enrolled Affiliate's Enterprise. a. Identify which Agency Affiliates are included in the Enterprise. (Required) Enrolled Affiliate's Enterprise must consist of entire offices, bureaus, agencies, departments or other entities of Enrolled Affiliate, not partial offices, bureaus, agencies, or departments, or other partial entities. Check only one box in this section. If no boxes are checked, Microsoft will deem the Enterprise to include the Enrolled Affiliate only. If more than one box is checked, Microsoft will deem the Enterprise to include the largest number of Affiliates: ® Enrolled Affiliate only ❑ Enrolled Affiliate and all Affiliates ❑ Enrolled Affiliate and the following Affiliate(s) (Only identify specific affiliates to be included if fewer than all Affiliates are to be included in the Enterprise): ❑ Enrolled Affiiiateand all Affiliates, with following Affiiiate(s)'exduded Yr b. Please indicate whether the Enrolled Affiliate's Enterprise will include all new Affiliates acquired after the start of this Enrollment: Exclude future Affiliates 2. Contact information. Each party will notify the other in writing if any of the information in the following contact information page(s) changes. The asterisks (*) indicate required fields. By providing contact information, Enrolled Affiliate consents to its use for purposes of administering this Enrollment by Microsoft, its Affiliates, and other parties that help administer this Enrollment. The personal information provided in connection with this Enrollment will be used and protected in accordance with the privacy statement available at https://www. microsoft.com/licensing/servicecenter. a. Primary contact. This contact is the primary contact for the Enrollment from within Enrolled Affiliate's Enterprise. This contact is also an Online Administrator for the Volume Licensing Service Center and may grant online access to others. The primary contact will be the default contact for all purposes unless separate contacts are identified for specific purposes Name of entity (must be legal entity name)* Contact name* First Last Contact email address* Street address* City* EA20201EnrGov(US)SLG(ENG)(0ct2019) Page 8 of 10 Document X20-10635 State* Postal code* - (Please provide the zip + 4, e.g. xxxxx-xxxx) Country* Phone* Tax ID * indicates required fields b. Notices contact and Online Administrator. This contact (1) receives the contractual notices, (2) is the Online Administrator for the Volume Licensing Service Center and may grant online access to others, and (3) is authorized to order Reserved Licenses for eligible Online Servies, including adding or reassigning Licenses and stepping -up prior to a true -up order. ® Same as primary contact (default if no information is provided below, even if the box is not checked). Contact name* First Last Contact email address* Street address* City* State* Postal code* - (Please provide the zip + 4, e.g. xxxxx-xxxx) Country* w Phone* , , _4 � Language pref Choose the Inge for ❑ This qr ri, party (notlift enrolled Aff ngk,.receives personals informat►ori of ttie,torFer aad its, 7 * indicates a., fired BeOds f K C. Online SeNiees Manager. This' oitita t°is a he,Onl .Services ordered under the Enrollment and (for apor relissign Licenses and step-up prior to a true -up order. ® Same as notices contact and Online Administrator (default if no information is provided below, even if box is not checked) Contact name*: First Last Contact email address* Phone* ❑ This contact is from a third party organization (not the entity). Warning: This contact receives personally identifiable information of the entity. * indicates required fields d. Reseller information. Reseller contact for this Enrollment is: Reseller company name* Dell Inc. Street address (PO boxes will not be accepted)* One Dell Way City* Round Rock State* TX Postal code* 78682 Country* United States Contact name* Government Contract Admin Phone* 847-465-3700 Contact email address* US_MS_VL_Admin@Dell.com * indicates required fields EA20201 EnrGov(US)SLG(ENG)(0ct2019) Page 9 of 10 Document X20-10635 By signing below, the Reseller identified above confirms that all information provided in this Enrollment is correct. Signature* Printed name* Printed title* Date* inaicares requirea r1elas Changing a Reseller. If Microsoft or the Reseller chooses to discontinue doing business with each other, Enrolled Affiliate must choose a replacement Reseller. If Enrolled Affiliate or the Reseller intends to terminate their relationship, the initiating party must notify Microsoft and the other party using a form provided by Microsoft at least 90 days prior to the date on which the change is to take effect. e. If Enrolled Affiliate requires a separate contact for any of the following, attach the Supplemental Contact Information form. Otherwise, the notices contact and Online Administrator remains the default. (i) Additional notices contact (ii) Software Assurance manager (iii) Subscriptions manager (iv) Customer Support Manager (CSM) cor�act a'y 3. ikl V] Financingla s Is a purchase under ti�,i5 E3�rotlmerit being ftnan66d,thr6ugh MS If a purchase under this Enrollment is financed tirotu h WfirtAnci` 1, andjEt Ilei Afhiiate chooses not to finance any associated taxes, it must pay thesecjrt_ EA20201 EnrGov(US)SLG(ENG)(0ct2019) Page 10 of 10 Document X20-10635 Amendment to Contract Documents Enrollment Number Volume Licensing 5-0000005377457 This amendment ("Amendment") is entered into between the parties identified on the attached program signature form. It amends the Enrollment or Agreement identified above. All terms used but not defined in this Amendment will have the same meanings provided in that Enrollment or Agreement. Enterprise Enrollment (Indirect) Invoice for Quoted Price Amendment ID M97 The price quoted to Enrolled Affiliate's Reseller is a fixed price based on an estimated order submission date. Microsoft will invoice Enrolled Affiliate's Reseller based on this foxed price quote. If this order is submitted later than the estimated order submission date, Enrolled Af Bates Reseder will be charged for net new Monthly Subscriptions (including Online Services) for the period during which these services were not provided. Pricing to Enrolled Affiliate is agreed between Enrolled Affiliate and Enrolled Affiliate's Reseller. SKU Number SKU Description Existing Quantity Incremental quantities AAA -11924 O365GCCE3fromSA ShrdSvr 365 ALNG SubsVL 0 MVL PerUsr AAA -12414 CoreCALBridgeO365 ALNG 80 SubsVL MVL 0 PerUsr AAA -12416 CoreCALBridgeO365FromSA 0 570 ALNG SubsVL MVL PerUsr U4S-00002 O365GCCE1 ShrdSvr ALNG 0 285 SubsVL MVL PerUsr 3KS-00001 O365GCCF3 ShrdSvr ALNG 0 400 SubsVL MVL PerUsr AmendmentApp v4.0 M97 Page 1 of 2 SKU Number SKU Description Existing Quantity Incremental quantities Except for changes made by this Amendment, the Enrollment or Agreement identified above remains unchanged and in full force and effect. If there is any conflict between any provision in this Amendment and any provision in the Enrollment or Agreement identified above, this Amendment shall control. This Amendment must be attached to a signature form to be valid. Microsoft Internal Use Onlv: (M97)EnrAmend(lnd)(InvoiceforQuotedPrice)( M97 B ENG Dec2019 IU .docx AW _Js Ry' _ � ' K y AmendmentApp v4.0 M97 B Page 2 of 2 Enterprise Enrollment Product Selection Form Proposal ID 0922573.005 Language: English (United States) Microsoft I Volume Licensing Enrollment Number Enrolled Affiliate's Enterprise Products and Enterprise Online Services summary for the initial order: Profile Qualified Qualified Users Device / User Enterprise Product Platform CAL Licensing Model 365 Devices Client Access License Ratio Additional Product Server Pool: Unless otherwise indicated in associated contract documents, Price level set using the Bridge for Office 365 Enterprise 650 650 1.0 Yes User Licenses Products Enterprise Quantity Office 365 Plans 2 0365 GCC E1 285 Office 365 Plan E3 USL 365 Client Access License (CAL) Client Access License Core CAL Additional Product Server Pool: Unless otherwise indicated in associated contract documents, Price level set using the Bridge for Office 365 80 Core CAL Bridge for Office 365 From SA 570 Desktop E3 and E5) + Microsoft 365 Windows Enterprise OS Upgrade 530 Enrolled Affiliate's Product Quantities: Price Group 1 2 3 4 Enterprise Products Office Professional Plus + Office Client Access License + Client Access License Win E3 + Win E5 + Additional Product Server Pool: Unless otherwise indicated in associated contract documents, Price level set using the 365 ProPlus + Office 365 (Plans Office 365 (Plans E1, E3 + Windows Intune + Win VDA + Microsoft E3 and E5) + Microsoft 365 and E5) + Microsoft 365 EMS USL + Microsoft 365 Enterprise Enterprise Enterprise 365 Enterprise Quantity 365 650 0 530 Enrolled Affiliate's Price Level: Product Offering / Pool Price Level Enterprise Products and Enterprise Online Services USI -s: Unless otherwise indicated in associated contract documents, Price level set using the highest quantity from Groups 1 through 4. D Additional Product Application Pool: Unless otherwise indicated in associated contract documents, Price level set using quantity from Group 1. D Additional Product Server Pool: Unless otherwise indicated in associated contract documents, Price level set using the highest quantity from Group 2 or 3. D Additional Product Systems Pool: Unless otherwise indicated in associated contract documents, Price level set using quantity from Group 4. D CTM Page 1 of 2 MS Quote Enterprise Enrollment Product Selection Form Microsoft I Volume Licensing NOTES Unless otherwise indicated in the associated contract documents, the price level for each Product offering / pool is set as described above, based upon the quantity to price level mapping below: Quantity of Licenses and Software Assurance Price Level 2,399 and below A 2,400 to 5,999 B 6,000 to 14,999 C 15,000 and above p Note 1: Enterprise Online Services may not be available in all locations. Please see the Product List for a list of locations where these may be purchased. Note 2: Unless otherwise indicated in associated Agreement documents, the CAL selection must be the same across the Enterprise for each Profile. Note 3: Enrolled Affiliate acknowledges that in order to use a third party to reimage the Windows Operating System Upgrade,Enrolled Affiliate must certify that it has acquired qualifying operating system licenses. The requirement applies to Windows Enterprise OS Upgrade.See Product Terms or details. Note 4: If Enrolled Affiliate does not order an Enterprise Product or Enterprise Online Service associated with an applicable Product pool, the price level for Additional Products in the same pool will be price level "A" throughout the term of the Enrollment. Refer to the Qualifying Government Entity Addendum pricing provision for more details on price leveling. Note 5: Bridge CAL, Office 365 Plan E3 Add Ons, EMS Add Ons, Windows Ent SA Per User Add Ons, and Enterprise Cloud Suite Add On quantities are not included for Price Leveling, as License quantities are determined by the corresponding Enterprise Online Service(s). CTM Page 2 of 2 MS Quote