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HomeMy WebLinkAboutCOW 2022-10-10 Item 5D - Contract - Microsoft Enterprise ServicesCOUNCIL AGENDA SYNOPSIS Initials Meeting Date Prepared by Mayor's review Council review 10/10/22 MM 10/17/22 MM ITEM INFORMATION ITEM NO. 5.D. STAFF SPONSOR: 70EL BUSH ORIGINAL AGENDA DATE: 10/10/22 AGENDA ITEM TITLE Continuance of Microsoft Enterprise Agreement, City Contract 16-171 CATEGORY ® Discussion Mtg Date 10/10/22 ® Motion Mtg Date 10/17/22 Resolution Attg Date ❑ Ordinance Mtg Date Bid Award Mtg Date ❑ Public Hearing ❑ Other Mtg Date Mtg Date SPONSOR ❑ Council ❑ Mayor ® Admin Svcs ❑ DCD ❑ Finance ❑ Fire ❑ P&R ❑ Police ❑ PW SPONSOR'S SUMMARY TIS is seeking council authorization to amend contract 16-171, Microsoft Enterprise Subscription Services REVIEWED BY ❑ Trans&Infrastructure Svcs ❑ Community Svcs/Safety ® Finance & Governance ❑ Planning & Community Dev. ❑ LTAC ❑ Arts Comm. DATE: 9/26/22 ❑ Parks Comm. ❑ Planning Comm. COMMITTEE CHAIR: QUINN RECOMMENDATIONS: SPONSOR/ADMIN. Technology & Innovation Services COMMITTEE Unanimous Approval; Forward to Committee of the Whole COST IMPACT / FUND SOURCE EXPENDITURE REQUIRED $443,882 AMOUNT BUDGETED $443,882 APPROPRIATION REQUIRED $ Fund Source: AS004012-546004 Comments: MTG. DATE RECORD OF COUNCIL ACTION 10/10/22 MTG. DATE ATTACHMENTS 10/10/22 Informational Memorandum dated 9/7/22 Quote for Microsoft Enterprise Agreement City Contract 16-171 Minutes from the 9/26 Finance & Governance Committee meeting 10/17/22 111 112 City of Tukwila Allan Ekberg, Mayor INFORMATIONAL MEMORANDUM TO: Finance Committee FROM: Joel Bush, Chief Technical Officer BY: Mike Marcum, Supervisor of Technical Operations CC: Mayor Ekberg DATE: 9/7/22 SUBJECT: Microsoft Enterprise Agreement ISSUE TIS is seeking Council authorization for a continuance of the Microsoft Enterprise Subscription Services, Enrollment Number 54182481, City contract 16-171. BACKGROUND The Microsoft Subscription Services are an integral part of City services and security. These services include the Microsoft 365 suite of products, to include Office, Security Services, Mobile Device Management, SharePoint, Teams and more. DISCUSSION Quote# 0722 -City o1-MSEA-YTH is included for Council discussion and spans a contract period of 3 years, from 12/1/22 — 11/30/25 FINANCIAL IMPACT Not to exceed $443,882 over 3 years, this is a TIS budgeted expense. RECOMMENDATION The Council is being asked to approve a continuance to this Microsoft contract and consider the item at the 10/10/22 Committee of the Whole meeting, then forward to the 10/17/22 consent Agenda, for approval. ATTACHMENTS Quote for Microsoft Agreement Contract 16-171 113 114 ■ Z Insight.'' City of Tukwila PRELIMINARY 9/20/2022 Page 1 of 1 Quotation: 0722 -City o1-MSEA-YTH Date: September 6, 2022 Enrollment: 54182481 Contract: 1510001361 Part Number Item Name Subscription Start Date: 12/1/2022 Subscription End Date: 11/30/2025 Program Offering Level Purchase Unit Purchase Period Pool Product Type Product Family Quantity Unit Price Extended Price Additional Products 7NQ-00292 9EA-00039 9EA-00278 SQL Server Standard Core ALng SA 2L Win Server DC Core ALng LSA 2L Win Server DC Core ALng SA 2L 9EM-00270 Win Server Standard Core ALng SA 2L Enterprise 6 Additional Product D 1 Year(s) Added at Signing Servers Software Assurance SQL Server Standard Core Enterprise 6 Additional Product D 1 Year() Added at Signing Servers License/Software Assurance Pack Win Server Datacenter Core Enterprise 6 Additional Product D 1 Year s) Added at Signing Servers Software Assurance Win Server Datacenter Core Enterprise 6 Additional Product D 1 Year() Added at Signing Servers Software Assurance I Win Server Standard Core ■ 6 $ 590.58 $ 3,543.48 12 $ 295.92 $ 3,551.04 32 $ 126.81 $ 4,057.92 8 $ 19.46 $ 155.68 Upfront: Part Number Enterprise Products AAD -34700 _ AAL -48033 Additional Products 12 Months Item Name M365 G3 Unified FSA GCC Sub Per User M365 85 FSA GCC Sub Per User 6QK-00001 Azure prepayment AAD -63092 M365 F3 Unified GCC Sub Per User 918-00004 M365 F5 Security GCC Sub Add-on M9T-00002 0365 Extra File Storage GCC Sub Add-on Extra Storage 1 GB DDJ-00001 Power BI Pro GCC Sub Per User NYH-00001 Teams AC with Dial Out US/CA GCC Sub Add-on P3U-00001 Visio P2 GCC Sub Per User LML-00001 Yammer Enterprise GCC Sub Add-on To 0365 M365 F3 E5 01 Confidential. Program Offering 1 Level Purchase Unit Purchase Period Pool Product Type Annual Subtotal: $ 11,308.12 Product Family Quantity Term Price Extended Price Enterprise 6 Enterprise D 1 Month(s) Non -Specific Servers Monthly Subscriptions-VolumeLiceni M365 G3 Unified FSA GCC 270 $323.38 $ 87,312.60 Enterprise 6 Enterprise D 1 Month(s) Non -Specific Servers Monthly Subscriptions-VolumeLicenw M365 G5 FSA GCC I 8 $561.33 $ 4,490.64 Enterprise 6 Additional Product D 1 Month(s) Non -Specific Servers Monthly Subscriptions-VolumeLicenkAzure Monetary Commitment 1 $1,224.00 $ 1,224.00 Enterprise 6 Additional Product D 1 Month(s) Non -Specific Servers Monthly Subscriptions-VolumeLicen' M365 F3 Unified GCC 103 $83.60 $ 8,610.80 Enterprise 6 Additional Product D 1 Month(s) Non -Specific Servers Monthly Subscriptions-VolumeLicem M365 F5 Security GCC 103 $83.60 $ 8,610.80 Enterprise 6 Additional Product D 1 Month(s). Non -Specific Servers Monthly Subscriptions-VolumeLicere 0365 Extra File Storage GCC 5000 $2.20 $ 11,000.00 Enterprise 6 Additional Product D 1 Month(s) Non -Specific Servers Monthly Subscriptions-VolumeLiceni Power BI Pro GCC 5 $91.43 $ 457.15 Enterprise 6 Additional Product D 1 Month(s) Non -Specific Servers Montes Subscriptions-VolumeLicemTeams AC with Dial Out US/CA GCC 373 $0.00 $ - Enterprise 6 Additional Product D 1 Month(s) Non -Specific Applications Monthly Subscriptions-VolumeLicem Visio P2 GCC 10 $137.33 $ 1,373.30 Enterprise 6 Additional Product D I1 Month(s) Non -Specific Servers _ Monthly Subscriptions-VolumeLicewYammer Enterprise GCC 430 $0.00 $ - 12 Month Subtotal: $ 123,079.29 Year One Total: $ 134,387.41 Year Two Total: $ 134,387.41 Year Three Total: $ 134,387.41 3 Year Grand Total: $ 403,162.23 EA At Signing Thank you for the opportunity to quote. 116 16-171(a) Council Approval 12/9/19 EN POINTE TECHNOLOGIES A PCM Company EA Renewal Quote:Cit of Tukwila Quote EP111819 Price each of the 3 years Annual Price Year over Year Once , 7C fyl, ,f rf ✓ /r,r:;' �.5°Imb'd'�.f"lr��.�'w.��a�ur,<itiJ`!r,fvrJ�S'�'��a'u�rXa.�'�i,rt�m69�1 �✓"�?a^. ��`,"5��1! AAA -11924 . ru''I Jww�ftai�`�. w,�,�„r}irY 330 rl�l,✓��,�`��„�! $ 182.21 , �a.�r'�,w�,'�,'�i�,��. $ 60,129.30 se. tw,Y„ ' ,r' $ 60,129.30 '�J�rr�G.�'N $ 60,129.30 0365GovE3fromSA ShrdSvr ALNG SubsVL MVL PerUsr 0365GCCE1 ShrdSvr ALNG SubsVL MVL PerUsr U4S-00002 100 $ 77.71 $ 7,771.00 $ 7,771.00 $ 7,771.00 AudioConfGCC ShrdSvr ALNG SubsVL MVL PerUsr LK3-00001 70 $ 42.87 $ 3,000.90 $ 3,000.90 $ 3,000.90 AzureMonetaryCommit ShrdSvr ALNG SubsVL MVL Commit 6QK-00001 1 $ 1,218.00 $ 1,218.00 $ 1,218.00 $ 1,218.00 AzureMntryCmmtmntG ShrdSvr ALNG SubsVL MVL Commit Provisior J5U-00004 1 $ - $ - $ - $ WINENTALNG SA MVL Pltfrm KV3-00353 330 $ 42.26 $ 13,945.80 $ 13,945.80 $ 13,945.80 ECALBridge0365FromSA ALNG SubsVL MVL Pitfrm PerUsr AAA -12436 330 $ 33.25 $ 10,972.50 $ 10,972.50 $ 10,972.50 SysCtrStdCore ALNG SA MVL 2Lic CoreLic 9EN-00198 8 $ 18.03 $ 144.24 $ 144.24 $ 144.24 SQLSvrStdCore ALNG SA MVL 2Lic CoreLic 7NQ-00292 2 $ 587.69 $ 1,175.38 $ 1,175.38 $ 1,175.38 SysCtrDatactrCore ALNG SA MVL 2Lic Corelic 9EP-00208 16 $ 49.21 $ 787.36 $ 787.36 $ 787.36 VisioOnlnP2GCC ShrdSvr ALNG SubsVL MVL PerUsr P3U-00001 9 $ 136.66 $ 1,229.94 $ 1,229.94 $ 1,229.94 VDA ALNG SubsVL MVL Pltfrm PerDvc 4ZF-00033 10 $ 90.01 $ 900.10 $ 900.10 $ 900.10 WinSvrDCCore ALNG SA MVL 2Lic CoreLic 9EA-00278 32 $ 126.18 $ 4,037.76 $ 4,037.76 $ 4,037.76 WinSvrSTDCore ALNG SA MVL 2Lic CoreLic 9EM-00270 8 $ 18.03 $ 144.24 $ 144.24 $ 144.24 0365XtraFileStrgGCC Next ShrdSvr ALNG SubsVL MVL PerUsr M9T-00002 5000 $ 2.19 $ 10,950.00 $ 10,950.00 $ 10,950.00 0 $ - $ - $ - $ - $ 116,406.52 $ 116,406.52 $ 116,406.52 CITY OF TUKWILA Allan Ekberg, Mayo APPROVED AS TO FORM Office the City Att n s 117 118 Microsoft Program Signature Form MBA/MBSA number Agreement number 01E73965 16-171 Council Approval 12/12/16 Volume -Licensing 000-jorob-s-1587 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 si• nin. , as of the effective date identified below. Contract Document Enterprise Enrollment (Indirect) X20-10634 Number or Code Enterprise Amendment CSD (New) Product Selection Form 0548038.002 PSF By signing below, Customer and the Microsoft Affifate agree that both parties (1) have received, read and understand the above contract documents, including any websites or documents incorporated by reference and any amendments and (2) agree to be bound by the terms of all such documents. Customer Name of Enti • - : gal . me' Signature* Printed First an st me* /9//44 / Printed Title ° Signature Date* ,:12.1.1 140_1 th:ir; /(e&4 o•— ��el C.rt Tax ID qr- 400/x•, * indicates required field Microsoft Affiliate Microsoft Corporation Signature Printed First and Last Name Printed Title Signature Date (date Microsoft Affiliate countersigns) Agreement Effective Date (may be different than Microsoft's signature date) is -f- 04 2 0(6-;(14.L �I Microsoft Program Signature Form MBA/MBSA number Agreement number 01E73965 Volume Licensing 000 jorob-s-1587 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 si• ninas of the effective date identified below. Contract Document Enterprise Enrollment (tndirec Enterprise Amendment X20-10634 CSD (New) Number or Code Product Selection Form 0548038.0023SF By signing below, Customer and the Microsoft Affil ate agree that both parties (1) have received, read and understand the above contract documents, including any websites or documents incorporated by reference and any amendments and (2) agree to be bound by the terms of all such documents. Customer Signature* Printed First and Last Name* Joseph Todd Printed Title Director and CIO Signature Date* 1 / / 2/-/. 44111111111, xe eZ^d Cr0 Name of Entity (must be legal entity name)* City of Tukwila, Tax ID qr-4oa Sti * indicates required field Microsoft Affiliate Microsoft Corporatitln Signature VgAt Printed First and Last None Printed Title Signature Date (date Microsoft Affiliate countersigns) Agreement Effective Date (niay be different than Microsoft's signature date) tv cro50 M erosoft Corporatio® DEC 0 5 2016 Venessa Johnson Duly Authorized on behalf of Microsoft Corporation r M/20' tb ProgramSignForm(MSSign)(NA,LatAm)ExBRA,MLI(ENG)(Aug2014) Page 1 of 2 119 LI l Same as primary contact (default if no information is provided below, even if the box is not checked). Contact name* First Joseph Last Todd Contact email address* Joseph.Todd@TukwilaWA.gov Street address* 6200 Sounthcenter Blvd City* Tukwila State/Province* WA Postal code* 98188-2544- (For U.S. addresses, please provide the zip + 4, e.g. xxxxx-xxxx) Country* United States Phone* 206-433-7150 Language preference. Choose the language for notices. English } ❑ This contact is a third party (not the Enrolled Affiliate). Warning: This 'cor tact receives personally identifiable information of the Customer and its Affiliates. * indicates required fields s; c. Online Services Manager. This contact is authorized to manage.the,Online Services ordered under the Enrollment and (for applicable Online Services) to_add'or `reassign Licenses and step-up prior to a true-up order. e` ❑ Same as notices contact and Online Administrator,(default if no information is provided below, even if box is not checked) Contact name*: First Joseph Last Todd Contact email address* Joseph.Todd@TukwilaWA.gov, Phone* 206-433-7150 ` ❑ This contact is from a third party orgariizationw(not he 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* SoftwareONE, Inc. Street address (PO boxes will-not be accepted)* 20875 Crossroads Circle, Suite 1 City* Waukesha State/Province* WI Postal code* 53186-40934 Country* United States — Contact name*,MS*-Admin Phone* 262-317-5555 Contact enail1;address* ms-admin.us@softwareone.com * indicates required fields By signing., below, the Reseller identified above confirms that all information provided in this "Enrollmentis correct. Signature* Printed name* Printed title* Date* * indicates required fields Changing a Reseller. If Microsoft or the Reseller chooses to discontinue doing business with each other, Enrolled Affiliate must choose a replacement Reseller. If Enrolled Affiliate or the Reseller intends to terminate their relationship, the initiating party must notify Microsoft and the EA2016EnrGov(US)SLG(ENG)(Nov2016) 120 Page 9 of 10 Document X20-10634 Optional 2nd Customer signature or Outsourcer signature (if applicable) Customer Name of Entity (must be legal entity name)* City of Tukwila Signature* Printed First and Last Name* Printed Title Signature Date* * indicates required field Outsourcer Name of Entity (must be legal entity name)* Signature* Printed First and Last Name* Printed Title Signature Date* * indicates required field If Customer requires physical media, additional contacts, or is reporting multiple previous Enrollments, include the appropriate form(s) with this signature form. After this signature form is signed by the Customer, send it and the Contract Documents to Customer's channel partner or Microsoft account manager, who must submit them to the following address. When the signature form is fully executed by Microsoft, Customer will receive a confirmation copy. Microsoft Corporation Dept. 551, Volume Licensing 6100 Neil Road, Suite 210 Reno, Nevada 89511-1137 USA 121 131.1 Microsoft Enterprise Enrollment Enterprise Enrollment number (Microsoft to complete) Previous Enrollment number (Reseller to complete) 78090401 8940112 Volume Licensing State and Local Framework ID (if applicable) This Enrollment must be attached to a signature form to be valid. This Microsoft Enterprise Enrollment is entered into between the entities as identified 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 ter s of the Enterprise Agreement identified on the signature form, (3) the Product Selection Form, (4)t e` 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;underythis Enrollment. This Enrollment may only be entered into under a 2011 or later Enterprise Agr4ment. �By entering into this Enrollment, Enrolled Affiliate agrees to be bound by the terms and conditions.,oNtthe Enterprise Agreement. All terms used but not defined are located at http://,wwwSlicrosoft.com/licensing/contracts. In the event of any conflict the terms of this Agreement control. (( Effective date. If Enrolled Affiliate is renewing Software/Assurance or Subscription Licenses from one or more previous Enrollments or agreements, then the effective date will be the day after the first prior Enrollment or agreement expires or terminates\ If this Enrollment is renewed, the effective date of the renewal term will be the day after the Expiation'IDate of the initial term. Otherwise, the effective date will be the date this Enrollment is accepteddby'`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`'I`nrollment will expire on the last day of the month, 36 full calendar months from the effective date 'of theinitialiterm. The renewal term will expire 36 full calendar months after the effective date of the renewal�t 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. Terms and Conditions EA2016EnrGov(US)SLG(ENG)(Nov2016) 122 Page 1 of 10 Document X20-10634 Membership in the Community is ultimately at Microsoft's discretion, which may vary by Government Community Cloud Service. "Enterprise Online Service" means any Online Service designated as an Enterprise Online Service in the Product Terms and chosen by Enrolled Affiliate under this Enrollment. Enterprise Online Services are treated as Online Services, except as noted. "Enterprise Product" means any Desktop Platform Product that Microsoft designates as an Enterprise Product in the Product Terms and chosen by Enrolled Affiliate under this Enrollment. Enterprise Products must be licensed for all Qualified Devices and Qualified Users on an Enterprise -wide basis under this program. "Expiration Date" means the date upon which the Enrollment expires. "Federal Agency" means a bureau, office, agency, department or other entity of the United States Government. "Government" means a Federal Agency, State/Local Entity, or Tribal Entity acting in its governmental capacity. "Government Community Cloud Services" means Microsoft Online Services that are provisioned in Microsoft's multi -tenant data centers for exclusive use by or for the Community and offered in accordance with the National Institute of Standards and Technology (NIST) Special Publication 800-145. Microsoft Online Services that are Government Community Cloud Services are designated as such in the Use Rights and Product Terms. "Industry Device" (also known as line of business device) means any device that: (1) is not useable in its deployed configuration as a general purpose personal computing device (such as a personal computer), a multi -function server, or a commercially viable substitute for one of these systems; and (2) only employs an industry or task -specific software program (e.g. a computer-aided design program used by an architect or a point of sale program) ("Industry Program"). The device may include features and functions derived from Microsoft software or third -party software. If the device performs desktop functions (such as email, word processing, spreadsheets, database, network or Internet browsing, or scheduling, or personal finance), then the desktop functions: (1) may only be used for the purpose of supporting the Industry Program functionality; and (2) must be technically integrated with the Industry Program or employ technically enforced policies or architecture to operate only when used with the Industry Program functionality. "Managed Device" means any device on which any Affiliate in the Enterprise directly or indirectly controls one or more operating system environments. Examples of Managed Devices can be found in the Product Terms. "Qualified Device" means any device that is used by or for the benefit of Enrolled Affiliate's Enterprise and is: (1) a personal desktop computer, portable computer, workstation, or similar device capable of running Windows Pro locally (in a physical or virtual operating system environment), or (2) a device used to access a virtual desktop infrastructure ("VDI"). Qualified Devices do not include any device that is: (1) designated as a server and not used as a personal computer, (2) an Industry Device, or (3) not a Managed Device. At its option, the Enrolled Affiliate may designate any device excluded above (e.g., Industry Device) that is used by or for the benefit of the Enrolled Affiliate's Enterprise as a Qualified Device for all or a subset of Enterprise Products or Online Services the Enrolled Affiliate has selected. "Qualified User" means a person (e.g., employee, consultant, contingent staff) who: (1) is a user of a Qualified Device, or (2) accesses any server software requiring an Enterprise Product Client Access License or any Enterprise Online Service. It does not include a person who accesses server software or an Online Service solely under a License identified in the Qualified User exemptions in the Product Terms. "Reseller" means an entity authorized by Microsoft to resell Licenses under this program and engaged by an Enrolled Affiliate to provide pre- and post -transaction assistance related to this agreement; "Reserved License" means for an Online Service identified as eligible for true -ups in the Product Terms, the License reserved by Enrolled Affiliate prior to use and for which Microsoft will make the Online Service available for activation. EA2016EnrGov(US)SLG(ENG)(Nov2016) Page 2 of 10 Document X20-10634 123 "State/Local Entity" means (1) any agency of a state or local government in the United States, or (2) any United States county, borough, commonwealth, city, municipality, town, township, special purpose district, or other similar type of governmental instrumentality established by the laws of Customer's state and located within Customer's state's jurisdiction and geographic boundaries. "Tribal Entity" means a federally -recognized tribal entity performing tribal governmental functions and eligible for funding and services from the U.S. Department of Interior by virtue of its status as an Indian tribe. "Use Rights" means, with respect to any licensing program, the use rights or terms of service for each Product and version published for that licensing program at the Volume Licensing Site. The :Use Rights supersede the terms of any end user license agreement (on-screen or otherwise) that accompanies a Product. The Use Rights for Software are published by Microsoft in the Product Terms. The Use Rights for Online Services are published in the Online Services Terms. "Volume Licensing Site" means http://www.microsoft.com/licensing/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 mustinclude 'at least 250 Licenses for rte Enterprise Products or Enterprise Online Services. r ° (i) Enterprise commitment. Enrolled Affiliate must order enough Licenses to cover all Qualified Users or Qualified Devices, depending on}the-License Type, with one or more Enterprise Products or a mix of Enterprise\Products and the corresponding Enterprise Online Services (as long as all Qualified Devices not covered by a License are only used by users covered with a user License). jr> (ii) Enterprise Online Services only. _If no Enterprise Product is ordered, then Enrolled Affiliate need only maintain at least 250 Subscription Licenses for Enterprise Online Services. `1 ` . F., cam, . 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 En'rollrrient, those more restrictive use rights will not apply to Enrolled Affiliate's use of that Product during that term. d. Country of,usage.-sEnrolled 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 `�\F(s bmitted-,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. EA2016EnrGov(US)SLG(ENG)(Nov2016) 124 Page 3 of 10 Document X20-10634 g• (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. True -up requirements. Enrolled Affiliate must submit an annual true -up order that accounts for any changes since the initial order or last order. If there are no changes, then an update statement must be submitted instead of a true -up order. (i) Enterprise Products. For Enterprise Products, Enrolled Affiliate must determine the number of Qualified Devices and Qualified Users (if ordering user -based Licenses);at the time the true -up order is placed and must order additional Licenses for all Qualified Devices and Qualified Users that are not already covered by existing Licenses, including any Enterprise Online Services. (ii) Additional Products. For Additional Products that have been previously ordered under this Enrollment, Enrolled Affiliate must determine the maximum number of Additional Products used since the latter of the initial order, the last, true-up..order, or the prior anniversary date and submit a true -up order that accounts for any increase. (iii) Online Services. For Online Services identified as eligible for true -up in the Product Terms, Enrolled Affiliate may place a reservation order for the additional Licenses prior to use and payment may be deferred until the next true -up order. Microsoft will provide a report of Reserved Licenses ordered but not yet invoiced to Enrolled Affiliate and its Reseller. Reserved Licenses will be invoiced retroactively to the month in which they were ordered. (iv) Subscription License reductions. Enrolled Affiliate may reduce the quantity of Subscription Licenses at the Enrollment 'anniversary date on a prospective basis if permitted in the Product Terms, as follows: 1) For Subscription Licenses that are part of an Enterprise -wide purchase, Licenses may be reduced if the total quantity of Licenses and Software Assurance for an applicable group meets or,exceeds"the quantity of Qualified Devices and Qualified Users (if ordering user -based Licenses) identified on the Product Selection Form, and includes any additional Qualified, Devices and Qualified Users added in any prior true -up orders. Step-up Licenses do riot 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) c•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 EA2016EnrGov(US)SLG(ENG)(Nov2016) Page 4 of 10 Document X20-10634 125 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 correction: Clerical errors include minor mistakes, unintentional additions and omissions. This provision does not apply to material terms, such as the identity, quantity or price of a Product ordered. Verifying compliance. Microsoft may, in its discretion and at its expense, verify compliance with this Enrollment as set forth in the Enterprise Agreement. J. 3. Pricing. a. Price Levels. For both the initial ,and any -renewal term Enrolled Affiliate's Price Level for all Products ordered under this Enrollment will be Level "D" throughout the term of the Enrollment. b. Setting Prices. Enrolled Affiliate's -prices for each Product or Service will be established by its Reseller. Except for Online. Services designated 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, Enrolled Affiliate may pay upfront or elect to spread its payments over the applicable Enrollment term. If an upfront payment is elected, Microsoft will invoice Enrolled Affiliate's Reseller in full upon acceptance of this Enrollment. If spread payments are elected, unless indicated otherwise, 'Microsoft will invoice Enrolled Affiliate's Reseller in three equal annual installments. The first installment Wine 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. EA2016EnrGov(US)SLG(ENG)(Nov2016) 126 Page 5 of 10 Document X20-10634 b. Renewal option. At the Expiration Date of the initial term, Enrolled Affiliate can renew Products by renewing this Enrollment for one additional 36 -month term or by signing a new Enrollment. Microsoft must receive a Renewal Form, Product Selection Form, and renewal order prior to or at the Expiration Date. Microsoft will not unreasonably reject any renewal. Microsoft may make changes to this program that will make it necessary for Customer and its Enrolled Affiliates to enter into new agreements and Enrollments at renewal. c. If Enrolled Affiliate elects not to renew. (i) Software Assurance. If Enrolled Affiliate elects not to renew Software Assurance for any Product under its Enrollment, then Enrolled Affiliate will not be permitted to order Software Assurance later without first acquiring a new License with Software Assurance. (ii) Online Services eligible for an Extended Term. For Online Services identified as eligible for an Extended Term in the Product Terms, the 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") for up to one year; unless designated in the Product Terms to continue until cancelled, 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. 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 time during the first year of the Extended Term, Enrolled Affiliate may terminate the Extended Term by submitting a notice of cancellation to Microsoft for each Online Service. Thereafter, either party may terminate the Extended Term by,providing the other with a notice of cancellation for each Online Service. Cancellation will be effective at the end of the month following 30 days after Microsoft has,received or issued the notice. (iii) Subscription Licenses and Online Services not eligible for an Extended Term. If Enrolled Affiliate elects not to renew, the Licenses will be cancelled and will terminate as of the Expiration Date. Any associated media must be uninstalled and destroyed and Enrolled Affiliate's Enterprise must discontinue use. Microsoft may request written certification to verify compliance. d. Termination for cause. Any termination for cause of this Enrollment will be subject to the "Termination for cause" section of the Agreement. In addition, it shall be a breach of this Enrollment if Enrolled Affiliate or any Affiliate in the Enterprise that uses Government Community Cloud Services fails to meet and maintain the conditions of membership in the definition of Community. e. Early termination. Any early termination of this Enrollment will be subject to the "Early Termination" Section of the Enterprise Agreement. For Subscription Licenses, in the event of a breach by Microsoft, or if Microsoft terminates an Online Service for regulatory reasons, Microsoft will issue Reseller a credit for any amount paid in advance for the period after termination. 6. Government Community Cloud. a. Community requirements. If Enrolled Affiliate purchases Government Community Cloud Services, Enrolled Affiliate certifies that it is a member of the Community and agrees to use Government Community Cloud Services solely in its capacity as a member of the Community and, for eligible Government Community Cloud Services, for the benefit of end users that are members of the Community. Use of Government Community Cloud Services by an entity that is not a member of the Community or to provide services to non -Community members is strictly EA2016EnrGov(US)SLG(ENG)(Nov2016) Page 6 of 10 Document X20-10634 127 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. AH terms and conditions applicable to non -Government Community Cloud Services also apply to their corresponding Government Community Cloud Services, except as otherwise noted in the Use Rights, Product Terms, and this Enrollment. c. Enrolled Affiliate may not deploy or use Government Community Cloud Services and corresponding non -Government Community Cloud Services in the same domain. d. Use Rights for Government Community Cloud Services. For Government Community Cloud Services, notwithstanding anything to the contrary in the Use Rights: (i) Government Community Cloud Services will be offered only within the UnitedStates. (ii) Additional European Terms, as set forth in the Use Rights, will not apply. ; (iii) References to geographic areas in the Use Rights with respect to the location of Customer Data at rest, as set forth in the Use Rights, refer only to the United States. EA2016EnrGov(US)SLG(ENG)(Nov2016) 128 Page 7 of 10 Document X20-10634 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: El Enrolled Affiliate only D Enrolled Affiliate and all Affiliates ❑ Enrolled Affiliate and the following Affiliate(s) (Only identify specific affiliates to be included if fewer than all Affiliates are to be included in the Enterprise): ❑ Enrolled Affiliate and all Affiliates, with following Affiliate(s) excluded: b. Please indicate whether the Enrolled Affiliate's Enterprise will include all new Affiliates acquired after the start of this Enrollment: Exclude future Affiliates. 2. Contact information. Each party will notify the other in writing if any of the 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/licensina/servicecenter a. Primary contact. This,contact is the primary contact for the Enrollment from within Enrolled Affiliate's Enterprise. This -.contact is also an Online Administrator for the Volume Licensing Service Center and may grant online access to others. The primary contact will be the default contact for all purposes unless separate contacts are identified for specific purposes Name of entity (must be legal entity name)* City of Tukwila Contact name* First Joseph Last Todd Contact email address* Joseph.Todd@TukwilaWA.gov Street address* 6200 Sounthcenter Blvd City* Tukwila State/Province* WA Postal code* 98188 -2544 - (For U.S. addresses, please provide the zip + 4, e.g. xxxxx-xxxx) Country* United States Phone* 206-433-7150 Tax ID * indicates required fields b. Notices contact and Online Administrator. This contact (1) receives the contractual notices, (2) is the Online Administrator for the Volume Licensing Service Center and may grant online access to others, and (3) is authorized to order Reserved Licenses for eligible Online Servies, including adding or reassigning Licenses and stepping -up prior to a true -up order. EA2016EnrGov(US)SLG(ENG)(Nov2016) Page 8 of 10 Document X20-10634 129 other party using a form provided by Microsoft at least 90 days prior to the date on which the change is to take effect. e. If Enrolled Affiliate requires a separate contact for any of the following, attach the Supplemental Contact Information form. Otherwise, the notices contact and Online Administrator remains the default. (i) Additional notices contact (ii) Software Assurance manager (iii) Subscriptions manager (iv) Customer Support Manager (CSM) contact 3. Financing elections. Is a purchase under this Enrollment being financed through MS Financing? D Yes, 0 No. . If a purchase under this Enrollment is financed through MS Financing, and Enrolled Affiliate chooses not to finance any associated taxes, it must pay these taxes directly to Microsoft. 'f EA2016EnrGov(US)SLG(ENG)(Nov2016) 130 Page 10 of 10 Document X20-10634 JFJ Microsoft Amendment to Contract Documents Enrollment Number Microsoft to Complete Volume Licensing 000-jorob-s-1587 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 Yammer for GCC Amendment ID M318 This amendment ("Amendment") is entered into between the parties identified on the signature form for the enrollment identified above ("Enrollment"). All terms used but not defined in this Amendment will have the same meanings provided in the Enrollment. The parties agree that the Enrollment is amended as follows: .4.f^ y, ; 1. Defined terms.: N. .t "Yammer Enterprise" means the multi -tenant service offering, Yammer Enterprise,'as described in the ` W,4 1 - "' .-r S .. Product Terms. ' - ' .dam �. • a� _ , .1• . ,,,': +� '' .°, . n r- f,' ..' ;tom ,� ?_ : ) . , "1-1' �` ' ' -: ~ 2. Additional Righ'ts,toYammer Enterprise. - --4,;-,..,,, 1 = Customer or Enrolled Affiliate has purchased,user subscription licenses ("USLs") under the Enrollment for at least one of the following Office 365 for Govern`nient offerings ("Qualifying`Office 365-G Suites"). o • Office 365 Government El (formerly G1) • Office 365 Government E3 (formerly G3) • Office 365'Government E4 (formerly G4) rollowingyits_e ex cution of this Amendment, each of Enrolled'Affiliate's users,assigned to a USL for a (Qualifying Office 365-G Suite is entitled to use Yammer. -Enterprise for' the - duration , of,the USL subscription term, at no additional cost, subjecfto the terms and conditions ofthis amendment. Enrolled Affiliate may also purchase Yammer Enterprise USLs from its Reseller, for its other users who are not licenses for a Qualifying Office 365-G Suite, by ordering additional Yammer Enterprise USLs at the then -current price for such USLs. Enrolled Affiliate may not assign any Yammer Enterprise USLs provided at no additional cost under this Amendment to any users that are not assigned to a Qualifying Office 365-G Suite. Microsoft's provision of Yammer Enterprise under the Enrollment will be subject solely to the terms of the Enrollment, Agreement, Online Services Terms and Product Terms that are applicable to Yammer Enterprise, except as otherwise provided in this Amendment. Yammer Enterprise is provided in a "public cloud," not in a "community cloud," as such terms are defined in NIST Special Publication 800-145. It is neither part of, nor a component of, Office 365 for Government. In the event that Microsoft integrates Yammer Enterprise features or functionality into any Office 365 for Government Online Service, Microsoft makes no representation or warranty that Enrolled Affiliate will be able to migrate its Customer Data from Yammer Enterprise to Office 365 for Government, nor that any such migration (if possible) will be performed by Microsoft at no cost. AmendmentApp v3.5 M318;M97 B Page 1 of 3 131 In order to provide Yammer Enterprise to eligible users of Qualifying Office 365-G Suites at no additional cost as set forth above, Microsoft will invoice Enrolled Affiliate's Reseller for the applicable SKU at $0, for a quantity of Yammer Enterprise not to exceed, in aggregate, the total number of Licenses Enrolled Affiliate has purchased for Office 365-G Suites. Enrolled Affiliate may be required to issue a purchase order to its Reseller for this. In the event that Enrolled Affiliate adds more USLs for Qualifying Office 365-G Suites to its Enterprise during the remainder of the Enrollment's term, it may request additional Yammer Enterprise USLs for the users of such Suite USLs, but will not be entitled to any credit or refund for amounts paid for Yammer Enterprise USLs for any such users before they became licensed for Qualifying Office 365-G Suites. Such addition may require Enrolled Affiliate to execute an additional Amendment, which will be consistent with the terms and conditions of this Amendment. It is the intent of Microsoft that the terms of this amendment, and the provision of Yammer Enterprise at $0 (for the limited purpose set forth above), be in compliance with all applicable federal, state and local laws and regulations. All Products are provided under this Amendment for the sole use and benefit of Enrolled Affiliate for its government functions only, and are not provided for use by or personal benefit of any government employees. This Amendment shall automatically terminate upon any termination or expiration of the Enrollment. In addition, Microsoft shall have the right to immediately terminate this Amendment in the event Customer breaches any obligation in this Amendment. 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. •i r ,rte �� r :.�. •�.,,. ��,�. ».. _'{ - , , rT � �'. , X� �� pcri J � , • ,� x.. ♦a 0 tires 1 ` ---....''''.-.----.:."':..='.. • AmendmentApp v3.5 M318;M97 B Page 2 of 3 132 Enterprise Enrollment (Indirect) Invoice for Quoted Price Amendment ID M97 Notwithstanding anything to the contrary or in addition to any terms in the Enrollment, the Enrollment is hereby amended to add the following paragraph: The price quoted to Enrolled Affiliate's Reseller is a fixed price based on an estimated order submission date. Microsoft will invoice Enrolled Affiliate's Reseller based on this fixed price quote. If this order is submitted later than the estimated order submission date, Enrolled Affiliate's Reseller will be charged for net new Monthly Subscriptions (including Online Services) for the period during which these services were not provided. Pricing to Enrolled Affiliate is agreed between Enrolled Affiliate and Enrolled Affiliate's Reseller. 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. 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. ri This Amendment must be attached to a signature form to be valid. Microsoft Internal Use OnI : y EnrAmend(Yammer,for GCC)(VWV)(ENG)(JuI2015) - M318 \B EnrAmend(Ind)(InvoiceforQuotedPrice)(1N\N)(ENG)(Apr2016),. C r^r AmendmentApp v3.5 M318;M97 M97 B Page 3 of 3 B 133 Ba Microsoft Volume Licensing Previous Enrollment(s)/Agreement(s) Form Entity Name: City of Tukwila Contract that this form is attached to: State Local Government For the purposes of this form, "entity" can mean the signing entity, Customer, Enrolled Affiliate, Government Partner, Institution, or other party entering into a volume licensing program agreement. Please provide a description of the previous Enrollment(s), Agreement(s), Purchasing Account(s), and/or Affiliate Registration(s) being renewed or consolidated into the new contract identified above. a. Entity may select below any previous contract(s) from which to transfer MSDN subscribers to this new contract. Entity shall ensure that each MSDN subscriber transferred is either properly licensed under the new contract or is removed. b. Entity may select below only one previous contract from which to transfer the Software Assurance (SA) Benefit contact details, i.e., benefits contact (not the SA manager) and the program codes, to this new contract. c. An Open License cannot be used to transfer either the SA Benefit details or MSDN subscribers. d. The date of the earliest expiring Enrollment/Agreement that contains SA or Online Services will be the effective date of the new contract (or SA coverage period for Select Plus). e. Please insert the number of the earliest expiring Enrollment/Agreement with SA or Online Services in the appropriate fields of the new contract. Enrollment/Agreement/ Purchasing Account/Affiliate Registration Description Standard Enrollment Enrollment/Agreement/ Purchasing Account/Affiliate Registration Public Customer Number 8940112 Transfer Transfer SA Benefit MSDN Contact Subscribers X X 134 135 ,s f wa re NE in V' f ......0.111100111.0111.1.10111.11110111110P Software Quote Quoted by Jan Edwards, Software One, 20875 Crossroads Circle Ste 1, Waukesha, WI 53186-4093 Phone 406-295-4548 'anice.edwards • softwareone.com Quoted to: City of Tukwila Date 11/29/2016 MS EA Renewal Important: Please provide the email address of the recipient designated to receive a Software One "order confirmation" Quantity Part # Description Unit Price Ext. Price 430 AAA -12436 ECALBrdgO365FSA Aing MonthlySub Platform Per User $ 28.75 $ 12,362.97 430 AAA -11924 O365GovE3fromSA ShrdSvr ALNG SubsVL MVL PerUsr $ 154.32 $ 66,357.60 1 J5U-00004 AzureMntryCmmtmntG ShrdSvr ALNG SubsVL MVL Commit Provision $ - $ - 330 KV3-00353 WINENT ALNG SA MVL Pltfrm $ 35.56 $ 11,734.99 10 4ZF-00033 VDA ALNG SubsVL MVL Pltfrm PerDvc $ 59.77 $ 597.72 2 7NQ-00292 SQLSvrStdCore ALNG SA MVL 2Lic CoreLic $ 578.97 $ 1,157.94 16 9EP-00208 SysCtrDatactrCore ALNG SA MVL 2Lic CoreLic $ 48.52 $ 776.35 8 9EN-00198 SysCtrStdCore ALNG SA MVL 2Lic CoreLic $ 18.09 $ 144.72 24 9EA-00278 WinSvrDCCore ALNG SA MVL 2Lic CoreLic $ 125.00 $ 3,000.00 8 9EA-00279 WinSvrDCCore ALNG SASU MVL 2Lic WinSvrStdCore CoreLic $ 248.36 $ 1,986.92 16 9EM-00270 WinSvrSTDCore ALNG SA MVL 2Lic CoreLic $ 18.09 $ 289.44 430 7LU-00002 YammerEnt ShrdSvr ALNG SubsVL MVL PerUsr $ - $ - $ $ Product -total $ 98,408.65 Sub -Total $ 98,408.65 Tax Need to add WA Sales Tax $ - Shipping No Charge Total $ 98,408.65 135 Pass-Through Warranty and Other Rights. As a reseller, end-user warranties and liabilities (with respect to any third party software products provided by Software One) shall be provided as a pass-through from the manufacturer of such products. All software products are subject to the license agreement of the applicable software supplier, as provided with the software packaging or in the software at time of shipment. Software One provides no independent warranties, indemnities or liabilities. Public Sector Disclosure: Software One may receive incentive fees for public sector EA transactions. 136 Enterprise Enrollment Product Selection Form Proposal ID 0548038.002 Language: English (United States) Microsoft I Volume Licensing Enrollment Number Enrolled Affiliate's Enterprise Products and Enterprise Online Services summary for the initial order: Profile Qualified Devices Qualified Users Device / User Ratio Enterprise Product Platform CAL Licensing Model Enterprise 340 430 0.8 Yes User Licenses Products Enterprise Quantity Office 365 Plans Office 365 Plan E3 USL 430 Client Access License (CAL) Enterprise CAL ECAL Bridge for Office 365 From SA 430 Windows Desktop Windows Enterprise OS Upgrade 330 Windows VDA 10 Enrolled Affiliate's Product Quantities: Price Group 1 2 3 4 Enterprise Products Office Professional Plus + Office 365 ProPlus + Office 365 (Plans E3, E4 and E5) + Secure Productive Enterprise Client Access License + Office 365 (Plans El, E3, E4 and E5) + Secure Productive Enterprise Client Access License + Windows Intune + EMS USL + Secure Productive Enterprise Win E3 + Win E5 + Win VDA + Secure Productive Enterprise Quantity 430 430 0 340 Enrolled Affiliate's Price Level: Product Offering / Pool Price Level Enterprise Products and Enterprise Online Services USLs: Unless otherwise indicated in associated contract documents, Price level set using the highest quantity from Groups 1 through 4. D Additional Product Application Pool: Unless otherwise indicated in associated contract documents, Price level set using quantity from Group 1. D Additional Product Server Pool: Unless otherwise indicated in associated contract documents, Price level set using the highest quantity from Group 2 or 3. D Additional Product Systems Pool: Unless otherwise indicated in associated contract documents, Price level set using quantity from Group 4. D EA-EASProdSelForm(WW)(ENG) Page 1 of 2 MS Quote 137 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 D Note 1: Enterprise Online Services may not be available in all locations. Please see the Product List for a list of locations where these may be purchased. Note 2: 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 the Product List for details. Note 4: 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. See the Product List for details. Note 5: 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 Govemment Entity Addendum pricing provision for more details on price leveling. EA-EASProdSelForm(WW)(ENG) 138 Page 2 of 2 MS Quote Microsoft Enterprise .Enrollment Enterprise Enrollment number Pyr to =VOW) Previous Enrollment number (Rosetter to conpiote) 78080401 8940112 Volume' Licensing State and Local framework ID w) • '11116 -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. osir 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)dth"e_Product Terms, (5) the Online Services Terms, (6) any Supplemental Contact Information Form, P.r vi ous>AgreementUEnroilment form, and other forms that may be required, and (7) any order submit edilut ,thls Enrollment This Enrollment may only be entered into under a 2011 or later Enterprise A ceeme"`pt. By entering into this Enrollment, Enrolled Affiliate agrees to be bound by the terms and conditions 4f the Enterprise Agreement. • All terms used but not defined are located at htto:/M+ww inir rosoit.com Iioensing{contracts. in the event of .any conflict the terms of this Agreement control. 4_ Effective date. If Enrolled Affiliate is renewing Softwar94Assurance or Subscription Licenses from one or more previous Enrollments or agreements, then the effective date will be the day alter the first prior Enrollment .or agreement expires ort .Ila tes,lf this Enrollment is renewed, the effective date of the renewal term will be the day after t e. raSn - e of the initial term. Otherwise the effective date will be the date this Enrollment is ate ted li. • ,•ft. Any reference to 'anniversary date' refers to the anniversary of the effective date of a applicable initial or renewal term for each year this Enrollment is in effect. Term, The initial term of thia4Enrollmen1 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..°'pefiiitions. Terms -µi used but not defined in this EnroUment will have the definition in the Enterprise Agreement. The Y: foiowir*efinitions are used in this Enrollment: "Additional Product° means any Product identified es 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. EA2018E11100v(US)SLG(ENG)(Nov2016) Page 1 0110 Document X20.10634 139 Microsoft Amendment to Contract Documents Enrollment Number Microsoft to Complete 109oyal- Volume Licensing 0-jorob-s-1587 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 Yammer for GCC Amendment ID M318 This amendment ("Amendment") is entered into between the parties identified on the signature form for the enrollment identified above ("Enrollment"). All terms used but not defined in this Amendment will have the same meanings provided in the Enrollment. The parties agree that the Enrollment is amended as follows: 1. Defined terms. 'Yammer Enterprise" means tti Product Terms. ulti-tenant service offering, Yammer Enterprise.,as described in the 2. Additional Rights`to Yamme; Enterprises Customer or Enrolled Affiliate has purchased.user subscription licenset.CUSLs") under the Enrollment for at least one of the following Office 365 for Government offerings ("Qualifying Office 365-G Suites" ). • Office 365 Government El (formerly 01) • Office 365 Government E3 (formerly G3) • Office 365 Government E4 (formerly G4) Following its execution of this Amendment, each of Enrolled Affiliate's users assigned to a USL for a Qualifying Office 365-G Suite is entitled to use Yammer Enterprise for the duration of .the USL subscription term, at no additional cost, subject to the terms and conditions of this amendment. Enrolled Affiliate may also purchase Yammer Enterprise USLs from its Reseller, for its other users who are not licenses for a Qualifying Office 365-G Suite, by ordering additional Yammer Enterprise USLs at the then -current price for such USLs. Enrolled Affiliate may not assign any Yammer Enterprise USLs provided at no additional cost under this Amendment to any users that are not assigned to a Qualifying Office 365-G Suite. Microsoft's provision of Yammer Enterprise under the Enrollment will be subject solely to the terms of the Enrollment, Agreement, Online Services Terms and Product Terms that are applicable to Yammer Enterprise, except as otherwise provided in this Amendment. Yammer Enterprise is provided in a "public cloud," not in a "community cloud," as such terms are defined in NIST Special Publication 800-145. It is neither part of, nor a component of, Office 365 for Govemment. In the event that Microsoft integrates Yammer Enterprise features or functionality into any Office 365 for Govemment Online Service, Microsoft makes no representation or warranty that Enrolled Affiliate will be able to migrate its Customer Data from Yammer Enterprise to Office 365 for Government, nor that any such migration (if possible) will be performed by Microsoft at no cost. AmendmentApp v3.5 M318:M97 i> Page 1 of 3 140 In order to provide Yammer Enterprise to eligible users of Qualifying Office 365-G Suites at no additional cost as set forth above, Microsoft will invoice Enrolled Affiliate's Reseller for the applicable SKU at $0, for a quantity of Yammer Enterprise not to exceed, in aggregate, the total number of Licenses Enrolled Affiliate has purchased for Office 365-G Suites. Enrolled Affiliate may be required to issue a purchase order to its Reseller for this. In the event that Enrolled Affiliate adds more USLs for Qualifying Office 365-G Suites to its Enterprise during the remainder of the Enrollment's term, it may request additional Yammer Enterprise USLs for the users of such Suite USLs, but will not be entitled to any credit or refund for amounts paid for Yammer Enterprise USLs for any such users before they became licensed for Qualifying Office 365-G Suites. Such addition may require Enrolled Affiliate to execute an additional Amendment, which will be consistent with the terms and conditions of this Amendment. It is the intent of Microsoft that the terms of this amendment, and the provision of Yammer Enterprise at $0 (for the limited purpose set forth above), be in compliance with all applicable federal, state and local laws and regulations. All Products are provided under this Amendment for the sole use and benefit of Enrolled Affiliate for its government functions only, and are not provided for use by or personal benefit of any government employees. This Amendment shall automatically terminate upon any termination or expiration of the Enrollment. In addition, Microsoft shall have the right to immediately terminate this Amendment in the event Customer breaches any obligation in this Amendment. 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. AmendmentApp v3.5 M318;M97 B Page 2 of 3 141 142 Enterprise Enrollment (Indirect) Invoice for Quoted Price Amendment ID M97 Notwithstanding anything to the contrary or in addition to any terms in the Enrollment, the Enrollment is hereby amended to add the following paragraph: The price quoted to Enrolled Affiliate's Reseller is a fixed price based on an estimated order submission date. Microsoft will invoice Enrolled Affiliate's Reseller based on this fixed price quote. If this order is submitted later than the estimated order submission date. Enrolled Affiliate's Reseller will be charged for net new Monthly Subscriptions (including Online Services) for the period during which these services were not provided. Pricing to Enrolled Affiliate is agreed between Enrolled Affiliate and Enrolled Affiliate's Reseller. 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. 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. is. Amendment must be'attaci ed =tax�y�ia, ` i ` �ae;:.form to be valid. Microsoft Internal Use Only: EnrAmend(Yammer.f..or,GCC)(W N)(ENG)(Jut20i 5) 8 EnrAmend(tnd)(InvoiceforQuoted Price)(MNN)(ENG)(Apr201:6). M97 B AmendmentApp v3.5 M318:M97 8 Page 3 of f Microsoft Enterprise Enrollment Enterprise Enrollment number (Microsoft to complete) Previous Enrollment number (Reseller to complete) 78090401 8940112 Volume Licensing State and Local Framework ID (If applicable) .. i 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 teritis'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, Pr eviotis'Agreement/Enrollment form, and other forms that may be required, and (7) any order submittpitur er.this Enrollment. This Enrollment may only be entered into under a 2011 or later Enterprise Agreement. By entering into this Enrollment, Enrolled Affiliate agrees to be bound by the terms and conditions iof.the Enterprise Agreement. All terms used but not defined are located at http://www:trticrosoft.com/licensinq/contracts. In the event of any conflict the terms of this Agreement control. ; ;,<,_<E 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 tetminate�s. If this Enrollment is renewed, the effective date of the renewal term will be the day after the. E cpira6ejn Date of the initial term. Otherwise, the effective date will be the date this Enrollment is accepted„ Igtplicrosoft. Any reference to "anniversary date” refers to the anniversary of the effective date of,l>e a livable 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. F1 Terifs;;;ased 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 Govemment Community Cloud Services to provide solutions to a Govemment or a qualified member of the Community, or (3) a Customer with Customer Data that is subject to Govemment regulations for which Customer determines and Microsoft agrees that the use of Govemment Community Cloud Services is appropriate to meet Customers regulatory requirements. EA2016EnrGov(US)SLG(ENG)(Nov2016) Page 1 of 10 Document X20-10634 143 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 actir►in its 'governmental capacity. "Government Community Cloud Services" means Microsoft Online Services tlat''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) SpecialPuolication 800-145. Microsoft Online Services that are Government Community Cloud Services are.:designated as such in the Use Rights and Product Terms. "Industry Device" (also known as line of,business device) means any device that: (1) is not useable in its deployed configuration as a general purpose personal computing device (such as a personal computer), a multi -function server, or a commercially viable substitute for one.of these systems; and (2) only employs an industry or task -specific software program (e.g. a computer-aided design program used by an architect or a point of sale program) ("Industry Program"). The device may include features and functions derived from Microsoft software or third -party software. If the device performs desktop functions (such as email, word processing, spreadsheets, database, network::or Internet browsing, or scheduling, or personal finance), then the desktop functions: (1) may only;be used for the purpose of supporting the Industry Program functionality; and (2) must be technically integrated with the Industry Program or employ technically enforced policies or architecture to ope afeonly when used with the Industry Program functionality. "Managed Device" means any devideaorrviich any Affiliate in the Enterprise directly or indirectly controls one or more operating system envirohrnents. Examples of Managed Devices can be found in the Product Terms. "Qualified Device" means:anydevice that is used by or for the benefit of Enrolled Affiliate's Enterprise and is: (1) a personal desltop computer, portable computer, workstation, or similar device capable of running Windows Pro locally n,.a?� h sical or virtual operating system environment or (2) a device used to access Y(�s,p,Y P g Y ), a virtual desktop infrastructure ("VDI"). Qualified Devices do not include any device that is: (1) designated as a server and-not.used es a personal computer, (2) an Industry Device, or (3) not a Managed Device. At its option., the:Enrotled,:,Affiliate may designate any device excluded above (e.g., Industry Device) that is used by tutor tlevbenefit of the Enrolled Affiliate's Enterprise as a Qualified Device for all or a subset of Entef'prise Products or Online Services the Enrolled Affiliate has selected. "Qualif(ed User" means a person (e.g., employee, consultant, contingent staff) who: (1) is a user of a Qualife I, 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 engagers by an Enrolled Affiliate to provide pre- and post -transaction assistance related to this agreement; "Reserved License" means for an Online Service identified as eligible for true -ups in the Product Terms, the License reserved by Enrolled Affiliate prior to use and for which Microsoft will make the Online Service available for activation. EA2016EnrGov(US)SLG(ENG)(Nov2016) Page 2 of 10 Document X20-10634 144 "State/Local Entity" means (1) any agency of a state or local government in the United States, or (2) any United States county, borough, commonwealth, city, municipality, town, township, special purpose district, or other similar type of governmental instrumentality established by the laws of Customer's state and located within Customer's state's jurisdiction and geographic boundaries. "Tribal Entity" means a federally -recognized tribal entity performing tribal governmental functions and eligible for funding and services from the U.S. Department of Interior by virtue of its status as an Indian tribe. "Use Rights" means, with respect to any licensing program, the use rights or terms of service for each Product and version published for that licensing program at the Volume Licensing Site. The:Use Rights supersede the terms of any end user license agreement (on-screen or otherwise) that accompanies a Product. The Use Rights for Software are published by Microsoft in the Product Terms. The Use Rights for Online Services are published in the Online Services Terms. "Volume Licensing Site" means http:/Iwww.microsoft.com/licensing/contracts or a successor site. 2. Order requirements. a. Minimum order requirements. Enrolled Affiliate's Enterprise;;rnust:,have a minimum of 250 Qualified Users or Qualified Devices. The initial order must'° nclUde 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 or' fthe'VLicense Type, with one or more Enterprise Products or a mix of Enterprise .Products and the corresponding Enterprise Online Services (as long as all Qualified„Devics not covered by a License are only used by users covered with a user License). `� y;, (ii) Enterprise Online Services ontSOWI `filo Enterprise Product is ordered, then Enrolled Affiliate need only maintain at least 250 Subscription Licenses for Enterprise Online Services. r. b. Additional Products. ,�11 o.r1's`atis}Ejrig the minimum order requirements above, Enrolled Affiliate may order Additiinal Products:. c. Use Rights for Enterpripe Products. For Enterprise Products, if a new Product version has more restrictive use rightsthan 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. EA2016EnrGov(US)SLG(ENG)(Nov2016) Page 3 of 10 Document X20-10634 145 g. (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. 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. (1) 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, :includirTg any Enterprise Online Services. (ii) Additional Products. For Additional Products that have been previouslj ordered under this Enrollment, Enrolled Affiliate must determine the maximum number of Additional Products used since the latter of the initial order, the Iast:,.trie-up„order, or the prior anniversary date and submit a true -up order that accounts for any increase. (iii) Online Services. For Online Services identified as eligible for true -up in the Product Terms, Enrolled Affiliate may place a reservation order for the additional Licenses prior to use and payment may be deferred until the next true -up order. Microsoft will provide a report of Reserved Licenses ordered but not yet invoiced to Enrolled Affiliate and its Reseller. Reserved Licenses will be invoiced retroactively to the month in which they were ordered. (Iv) Subscription License reductions. Enrolled Affiliate may reduce the quantity of Subscription Licenses at the Enrollment anniversary date on a prospective basis if permitted in the Product Terms, as'follovrs 1) For Subscription Licenses that are'part of an Enterprise -wide purchase, Licenses may be reduced if the total>quantty of Licenses and Software Assurance for an applicable group meets or exceeds``tl a quantity of Qualified Devices and Qualified Users (if ordering user -bawl, Licenses) identified on the Product Selection Form, and includes any additionalQualiffied Devices and Qualified Users added in any prior true -up orders. Step-up Licensesdo.rot count towards this total count. 2) For,; Enterprise,;"inline Services that are not a part of an Enterprise -wide purchase, Licensfts,-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 EA2016EnrGov(US)SLG(ENG)(Nov2016) Page 4 of 10 Document X20-10634 146 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: (1) For step-up Licenses included on an initial order, Enrolled Affiliate may order according to the true -up process. (0) 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 EnroIImentt, and any documents submitted with or under this Enrollment, by providing nota lby email and a reasonable opportunity for Enrolled Affiliate to object to the correction , Clerical errors include minor mistakes, unintentional additions and omissions. This"provision does not apply to material terms, such as the identity, quantity or price of roduc ord red. ""iY,S' j. Verifying compliance. Microsoft may, in its discretion and at its expense, verify compliance with this Enrollment as set forth in the Enterprise AgOl ent. 3. Pricing. a. Price Levels. For both the initial and any;r&newal term Enrolled Affiliate's Price Level for all Products ordered under this Enrollment will be Level "D" throughout the term of the Enrollment. b. Setting Prices. Enrolled,Affiliate's'prices for each Product or Service will be established by its Reseller. Except for Online,Se vices 'designated 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 forReseilers for each Product or Service ordered will be fixed throughout the applicable initial orrenewal 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, Enrolled Affiliate may pay upfront or elect to spread its payments over the applicable Enrollrrient':,term. If an upfront payment is elected, Microsoft will invoice Enrolled Affiliate's ResellerIn:full'upon acceptance of this Enrollment. If spread payments are elected, unless indicated otherwise, Microsoft will invoice Enrolled Affiliate's Reseller in three equal annual installments. The first installment willbe 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. EA2016EnrGov(US)SLG(ENG)(Nov2016) Page 5 01 10 Document X20-10634 147 b. Renewal option. At the Expiration Date of the initial term, Enrolled Affiliate can renew Products by renewing this Enrollment for one additional 36 -month term or by signing a new Enrollment. Microsoft must receive a Renewal Form, Product Selection Form, and renewal order prior to or at the Expiration Date. Microsoft will not unreasonably reject any renewal. Microsoft may make changes to this program that will make it necessary for Customer and its Enrolled Affiliates to enter into new agreements and Enrollments at renewal. c. If Enrolled Affiliate elects not to renew. (1) 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 orde[,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") for up to one year, unless designated in the Product Terms to continue until cancelled, 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.: 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 Terroi A ,Many time during the first year of the Extended Term, Enrolled Affiliate may t rninate the Extended Term by submitting a notice of cancellation to Microsoft for eac}i Online Service. Thereafter, either party may terminate the Extended Ter p by,:praviding the other with a notice of cancellation for each Online Service. Cancellationwill be effective at the end of the month following 30 days after Microsoft has.receivecfbr issued the notice. (111) Subscription Licenses_ and•,Ohline Services not eligible for an Extended Term. If Enrolled Affiliate elei0 riottto•renew, the Licenses will be cancelled and will terminate as of the Expiration Dafe ,Any assobiated media must be uninstalled and destroyed and Enrolled Affiliate's:==Enterprise must discontinue use. Microsoft may request written certification to verify:compliance. d. Termination fov.ause • Any termination for cause of this Enrollment will be subject to the "Terminationiforscause section of the Agreement. In addition, it shall be a breach of this Enrollment -if 'Enro1led Affiliate or any Affiliate in the Enterprise that uses Govemment Community:Cloud Services fails to meet and maintain the conditions of membership in the definition of Community. e. Early termination. Any early termination of this Enrollment will be subject to the "Early Termination" Section of the Enterprise Agreement. For Subscription Licenses, in the event of a breach by Microsoft, or if Microsoft terminates an Online Service for regulatory reasons, Microsoft will issue Reseller a credit for any amount paid in advance for the period after termination. 6. Government Community Cloud. a. Community requirements. If Enrolled Affiliate purchases Government Community Cloud Services, Enrolled Affiliate certifies that it is a member of the Community and agrees to use Government Community Cloud Services solely in its capacity as a member of the Community and, for eligible Government Community Cloud Services, for the benefit of end users that are members of the Community. Use of Government Community Cloud Services by an entity that is not a member of the Community or to provide services to non -Community members is strictly EA2016EnrGov(US)SLG(ENG)(Nov2016) Page 6 of 10 Document X20-10634 148 prohibited and could result in termination of Enrolled Affiliate's license(s) for Government Community Cloud Services without notice. Enrolled Affiliate acknowledges that only Community members may use Government Community Cloud Services. b. All terms and conditions applicable to non -Government Community Cloud Services also apply to their corresponding Government Community Cloud Services, except as otherwise noted in the Use Rights, Product Terms, and this Enrollment. c. Enrolled Affiliate may not deploy or use Government Community Cloud Services and corresponding non-Govemment Community Cloud Services in the same domain. d. Use Rights for Government Community Cloud Services. For Government Cgmmunity Cloud Services, notwithstanding anything to the contrary in the Use Rights: • (1) Govemment Community Cloud Services will be offered only within the United States. (ii) Additional European Terms, as set forth in the Use Rights, will not (111) 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,tlnited.. States. • EA2016EnrGov(US)SLG(ENG)(Nov2016) Page 7 of 10 Document X20-10634 149 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 Affiliate and all Affiliates, with following Affiliate(syexcluded: b. Please indicate whether the Enrolled Affiliate's EnterpriseWill.incfude all new Affiliates acquired after the start of this Enrollment Exclude future A'f ljates 2.. Contact information. (Q. Each party will notify the other in writing if any of th infb'rhiation 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 administeringlthis Enr llment by Microsoft, its Affiliates, and other parties that help administer this Enrollment. T{e personal information provided in connection with this Enrollment will be used and protected yin'accordance with the privacy statement available at https://www.microsoft.com/licensinq/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 ofjntity (must be legal entity name)* City of Tukwila Contadt name* First Joseph Last Todd Contact em iI address* Joseph.Todd@TukwilaWA.gov Street�address* 6200 Sounthcenter Blvd %C"itj ':JukOla •.State%Province* WA Postal code* 98188 -2544 - (For U.S. addresses, please provide the zip + 4, e.g. )oxxxx-xxxx) „ti Country* United States Phone* 206-433-7150 Tax ID * indicates required fields b. Notices contact and Online Administrator. This contact (1) receives the contractual notices, (2) is the Online Administrator for the Volume Licensing Service Center and may grant online access to others, and (3) is authorized to order Reserved Licenses for eligible Online Servies, Including adding or reassigning Licenses and stepping -up prior to a true -up order. EA2016EnrGov(US)SLG(ENG)(Nov2016) Page 8 of 10 Documen! X2U-! 06"J4 150 0 Same as primary contact (default if no information is provided below, even if the box is not checked). Contact name* First Joseph Last Todd Contact email address* Joseph.Todd@TukwilaWA.gov Street address* 6200 Sounthcenter Blvd City* Tukwila State/Province* WA Postal code* 98188 -2544 - (For U.S. addresses, please provide the zip + 4, e.g. xxxxx-xxxx) Country* United States Phone* 206-433-7150 Language preference. Choose the language for notices. English ❑ This contact is a third party (not the Enrolled Affiliate). Waming: Thiscoptact receives personally identifiable information of the Customer and its Affiliates. * indicates required fields{.. " c. Online Services Manager. This contact is authorized to manage:the Online Services ordered under the Enrollment and (for applicable Online Services) to add or reassign Licenses and step-up prior to a true -up order. El Same as notices contact and Online Administrator (default if no information is provided below, even if box is not checked) Contact name*: First Joseph Last Todd Contact email address* Joseph.Todd@TukwilaWA.gov Phone* 206-433-7150 ❑ This contact is from a third party organization(notthe entity). Warning: This contact receives personally identifiable information of tleentity. * indicates required fields d. Reseller information. Reseller contact for this Enrollment is: Reseller company name* SoftwareONE, Inc. Street address (PO boxes: will`. -not be accepted)* 20875 Crossroads Circle, Suite 1 City* Waukesha State/Province* WI Postal code* 53186-4093; Country* United:States Contact name*. MS* -Admin Phone* 262-317=5555 Contact dmakaddress* ms-admin.us@softwareone.com * indicans required fields ;By,signing below, the Reseller identified above confirms that all information provided in this "< 'Enro'limentis correct. Signature* `,'"):14'4%,:::-.f.f {:i"..i-;,•:`„ .. Printed name* Bridget Hardwick Printed title* Operations Analyst Date* 1212/16 * indicates required fields Changing a Reseller. If Microsoft or the Reseller chooses to discontinue doing business with each other, Enrolled Affiliate must choose a replacement Reseller. If Enrolled Affiliate or the Reseller intends to terminate their relationship, the initiating party must notify Microsoft and the EA2016EnrGov(US)SLG(ENG)(Nov2016) Page 9 of 10 Document X20-10634 151 other party using a form provided by Microsoft at least 90 days prior to the date on which the change is to take effect. e. If Enrolled Affiliate requires a separate contact for any of the following, attach the Supplemental Contact Information form. Otherwise, the notices contact and Online Administrator remains the default. (I) Additional notices contact (ii) Software Assurance manager (iii) Subscriptions manager (iv) Customer Support Manager (CSM) contact 3. Financing elections. Is a purchase under this Enrollment being financed through MS Financing? ID Yes, If a purchase under this Enrollment is financed through MS Financing, and Enrolled Affiliate chooses not to finance any associated taxes, it must pay these taxes directly to Microsoft. • EA2016EnrGov(US)SLG(ENG)(Nov2016) PagQ IC; ol Document X20-10634 152 Microsoft VOIUrTIe Previous Enrollment(s)/Agreement(s) Form Entity Name: City of Tukwila Contract that this form Is attached to: State Local Government Forthe'j3aopes:o :t'!Sir 5.r rf�d,r,e0I1tlty sC t? "Govemmerit:Partnerl9it)I)ui�on orfoiher.pa mean the signing: entity,`'Customer : nTolledi-Affil a ,ice,: tY enteong;intoa vohurrie;Iicerising program a r cement. Asa;...... Please provide a description of the previous Enrollment(s), Agreement(s), Purchasing Account(s), and/or Affiliate Registration(s) being renewed or consolidated into the new contract identified above. a. Entity may select below any previous contract(s) from which to transfer MSDN subscribers to this new contract. Entity shall ensure that each MSDN subscriber transferred is either property licensed under the new contract or is removed. b. Entity may select below only one previous contract from which to transfer the Software Assurance (SA) Benefit contact details, i.e., benefits contact (not the SA manager) and the program codes, to this new contract. c. An Open License cannot be used to transfer either the SA Benefit details or MSDN subscribers. d. The date of the earliest expiring Enrollment/Agreement that contains SA or Online Services will be the effective date of the new contract (or SA coverage period for Select Plus). e. Please insert the number of the earliest expiring Enrollment/Agreement with SA or Online Services in the appropriate fields of the new contract. Enrollment/Agreement/ Purchasing Account/Affiliate Registration Description Standard Enrollment Enrollment/Agreement/ Purchasing Account/Affiliate Registration Public Customer Number 8940112 Transfer Transfer SA Benefit MSDN Contact Subscribers X X PrevEnrAgrForm(W W)(ENG)(Apr2016) Page 1 of 1 153 Enterprise Enrollment Product Selection Form Proposal ID 0548038.002 Language: English (United States) Microsoft Volume Licensing Enrollment Number 7 t4agoyo1., _• ,:'... Enrolled•AfEiliate'sEnte." r Pered .1.,:,',4,.:4-:,-...i �......•••:::-.:,..."i„ ., .Q... T y.. or. 'epi tia oY e'er' "���'<„'' :'� =;;:", to e'' nline Se OiCes`summ f ',initial `` '^rytrdfi�-::' "Fr�: +aev:'t" ..: S�,".' 4'idY. n :..hti,.��s 3�,. �'. t • ;�° a: a 4. w;” uallfted �r., Office 365 Plan E3 USL :4 ' ,:; rc':'f.. `tlaltf�ds#Us i�ie'::1:::-'s I. .'a':-Ente ;Prod""'• * i 7' 1 Lido "si," . Enterprise 430 ECAL Bridge for Office 365 From SA 340 430 WUindows Desktop • :,. 0.8 Yes Windows Enterprise OS Upgrade User incenses t• roducls fi .'ai� T �iiFI P Otrice'X66Plans:.,.,._..,_....y .t; ; '•sa is1' ;^ cqYSy4•y,5.. Office 365 Plan E3 USL Enter'prlsefiroduct ';� , y �- ; .'.•.. , '' 430 CI!ie C-0,lYccet s Llcense4CAl f.'. z Win E3 + Win E5 + Win VDA + Secure Productive Enterprise Enterprise CAL . .... ,} 430 ECAL Bridge for Office 365 From SA ? 430 WUindows Desktop • :,. Windows Enterprise OS Upgrade 330 Windows VDA 10 nrolle Alli ' i �. d, lia'�e s Proil6:1�Fltfa'ti :�:•�: - <r�.-_,:�•. q:'. ::•' s. • Prlegtii 0u 4 S.N nyP.ga.`'" °a `d ^" 1 2 3 4 Enter'prlsefiroduct ';� , y �- ; .'.•.. , '' Office Professional Plus + Office 365 ProPlus + Office 365 (Plans E3, E4 and E5) + Secure Productive Enterprise Client Access License + Office 365 (Plans Et, E3, E4 and ES) + Secure Productive Enterprise Client Access License + Windows Intune + EMS USL + Secure Productive Enterprise Win E3 + Win E5 + Win VDA + Secure Productive Enterprise Quan Y't.: ' . .... ,} 430 430 0 340 -?. i i _ q.?-„Yga;;�•.•rr"+4:# %'��•y,-T-y,• �? `: nn .,- S' ,v�''•�W^. .. .. �.:. • Pr-- ` oduct Ofrerin8!Pool.':_.:-�T.. PricaLevel Enterprise Products and Enterprise Online Services USLs: Unless otherwise indicated in associated contract documents, Price level set using the highest quantity from Groups 1 through 4. D Additional Product Application Pool: Unless otherwise indicated in associated contract documents. Price level set using quantity from Group 1. Additional Product Server Pool: Unless otherwise indicated in associated contract documents. Price level set using the highest quantity from Group 2 or 3. p Additional Product Systems Pool: Unless otherwise indicated in associated contract documents, Price level set using quantity from Group4. D EA-EASProdSelForm(WW)(ENG) 154 Page 1 of 2 MS Quote Enterprise Enrollment Product Selection Form Microsoft I Volume Licensing y ,.,....i.... � ._ -•...:..est.. .. .NOTES'.;ei: �s�:: k^: ,y.'tiv y&..„ r W .a1' 'ti%k: 4. .:t'+f.?..�;;:t ..:.. .: �' '..�:x•.,.:..: J��+. �G-K ':>'.±fhR,4Y.l.•:=t2:. _ . ...,4: i1'�`k:....r.,>�i7t�fG!:.!>'i+!{r:,::�!.,..•• .. .. 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'Softvware'Asaurence Price Level 2;399 and below A 2,400 to 5,999 8 6,000 to 14,998 C 15,000 and above D Note 1: Enterprise Online Services may not be available in all locations. Please see the Product List for a list of locations where these may be purchased. Note 2: Unless otherwise indicated in associated Agreement documents, the CAL selection must be the same across the Enterprise for each Profile. Note 9: 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 the Product Ust for details. Note 4: Enrolled Affiliate acknowledges that in order to use a third party to relmage the Windows Operating System Upgrade, Enrolled Affiliate must certify that It has acquired qualifying operating system licenses. See the Product Ust for details. Note 6: If Enrolled Affiliate does not order an Enterprise Product or Enterprise Online Service associated with an applicable Product pool, the price level for Additional Products in the same pool will be price level "A' throughout the term of the Enrollment. Refer to the Qualifying Government Entity Addendum pricing provision for more details on price leveling. EA-EASProdSelForm(WW)(ENG) Page 2 of 2 MS Quote 155 156 City of Tukwila City Council Finance & Governance Committee Meeting Minutes September 26, 2022 - 5:30 p.m. - Hybrid Meeting; Duwamish Conference Room & MS Teams Councilmembers Present: De'Sean Quinn, Chair; Kate Kruller Thomas McLeod Tony Cullerton, Pete Mayer, Cody Lee Gray, Henry Ancira, Hari Ponnekanti, Brittany Robinson, Joel Bush, Griffin Lerner Staff Present: I. BUSINESS AGENDA A. Monthly General Fund Update Staff provided the update. Committee Recommendation Discussion only. B. Contract: Microsoft Enterprise Services Staff is seeking Council approval to continue the Microsoft Enterprise Subscription Services *contract through November 30, 2025, in a total amount of $403,162.23. The total amount may change prior to Committee of the Whole review. Committee Recommendation Unanimous approval. Forward to October 10, 2022 Committee of the Whole. C. Contract: City Hall Siding Repairs Staff is seeking Council approval of a contract with Pacific Exteriors LLC in the amount of $158,806.86 for siding repair at City Hall. Committee Recommendation Unanimous approval. Forward to October 3, 2022 Regular Consent Agenda. D. 2023-2024 Budget: City Facilities (303 and 306 Funds) Staff presented the proposed budgets. Committee Recommendation Forward to September 26, 2022 Committee of the Whole. MISCELLANEOUS The meeting adjourned at 6:06 p.m. Committee Chair Approval 157