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R-11-02-10-11C4 - 2/10/2011RESOLUTION NO. R -11-02-10-11C4 WHEREAS, the City of Round Rock desires to purchase software licenses from Dell, Inc., Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS, That the Mayor is hereby authorized and directed to execute on behalf of the City a document entitled "Microsoft Volume Licensing Enterprise Enrollment" for the purchase of software licenses from Dell, Inc., a copy of said document being attached hereto as Exhibit "A" and incorporated herein for all purposes. The City Council hereby finds and declares that written notice of the date, hour, place and subject of the meeting at which this Resolution was adopted was posted and that such meeting was open to the public as required by law at all times during which this Resolution and the subject matter hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act, Chapter 551, Texas Government Code, as amended. RESOLVED this 10th day of February, 2011. ALAN MCGRAW, Mayor City of Round Rock, Texas ATTEST: SARA L. WHITE, City Secretary O:\wdox\SCC1nts\0112\ 1104\MUNICIPAL\00213363.DOC/rmc EXHIBIT1 Microsoft I Volume Licensing Enterprise Enrollment (indirect) State and Local Microsoft Business Agreement number (if applicable) Reseller or Microsoft affiliate to complete Enterprise Agreement number Reseller or Microsoft affiliate to complete Enrollment number Microsoft affiliate to complete Framework ID Reseller purchase order number Reseller to complete Previous Qualifying Enrollment number Reseller to complete Previous Qualifying Enrollment end date Reseller to complete This Microsoft Enterprise Enrollment is entered into between the following entities signing, as of the effective date identified below. Definitions. When used in this enrollment, "you" refers to the entity that signs this enrollment with us, and "we" or "us" refers to the Microsoft entity that signs this enrollment. "Qualifying Enrollment," means (i) an enterprise enrollment under a separate Microsoft Select Master Agreement or Microsoft Enterprise Agreement; (ii) any enterprise subscription enrollment entered into under a separate Microsoft Enterprise Subscription Agreement; or (iii) any other enrollment submitted under the Microsoft Enterprise Agreement identified on the cover page. All other definitions in the Microsoft Enterprise Agreement identified above apply here. Effective date. If you are renewing Software Assurance from one or more previous "Qualifying Enrollments" then the effective date will be the day after the first Enrollment expires. Otherwise the effective date will be the date this enrollment is signed by us. Where a previous Qualifying Enrollment is being used, your reseller will require that enrollment number and end date to complete the applicable boxes above. Term. This enrollment will expire 36 full calendar months from the effective date. It could be terminated earlier or renewed as provided in the Microsoft Enterprise Agreement. We will advise you of your renewal options before it expires. Representations and warranties. By signing this enrollment, the parties agree to be bound by the terms of this enrollment, and you represent and warrant that: (i) you have read and understand the Microsoft Business Agreement identified above (if any) and the Microsoft Enterprise Agreement, including all documents it incorporates by reference and any amendments to those documents, and agree to be bound by those terms; and (ii) you are either the entity that signed the Microsoft Enterprise Agreement or its affiliate. Non -exclusivity. This enrollment is non-exclusive. Nothing contained in it requires you to license, use or promote Microsoft software or services exclusively. You may, if you choose, enter into agreements with other parties to license, use or promote non -Microsoft software or services. SLG Microsoft Enterprise 6.4 Enrollment (Indirect)(North America) May 2007 „A„// ^ // Page 1 of 12 This enrollment consists of (1) this cover page, (2) the Contact Information Page(s), (3) the Enterprise order information, (4) the Reseller Information Form, (5) the Media Order Form, and (6) the Core User CAL Terms and Conditions (if applicable). Customer Name of entity * CITY OF ROUND ROCK Contracting Microsoft Affiliate Microsoft Licensing, GP Signature * Signature Printed name * Printed name Printed title * City Manager Printed title Signature date * Signature date (date Microsoft affiliate countersigns) * indicates required fields Effective date (may be different than our signature date) Microsoft Volume Note: We will advise you Product use rights Licensing web sites of any changes to these URLs.) http://microsoft.com/Iicensinq Product List http://microsoft.com/licensinq Microsoft Volume Licensing Services (MVLS) •assword •rotected site to view orders under this enrollment https://licensing.microsoft.com/ g' Customer guide http://microsoft.com/licensing/programs/ Notices to Microsoft should be sent to: MSLI, GP ' 6100 Neil Road, Suite 210 Reno, Nevada USA 89511-1137 Dept. 551, Volume Licensing Copies should be sent to: Microsoft Law and Corporate Affairs One Microsoft Way Redmond, WA 98052 USA Volume Licensing Group (425) 936-7329 fax Attachments: El Media Order Form (required) II Core User CAL Terms and Conditions, if applicable II MS Capital Form, if applicable Customer. Please remit to your reseller. Reseller. Please remit to Microsoft. SLG Microsoft Enterprise 6.4 Enrollment (Indirect)(North America) May 2007 Cover page N36 Page 2 of 12 1. Contact information. Each party will notify the other in writing if any of the information in the following contact information page(s) change. The * indicates required fields. By providing contact information, you consent to its use for purposes of administering this enrollment by us, our affiliates, and other parties that help us administer this enrollment. Primary contact information: The customer signing on the cover page must identify an individual from inside its organization to serve as the primary contact. This contact is the default online administrator for this enrollment and receives all notices unless you provide us written notice of a change. The online administrator may appoint others as administrators and grant others access to online information. Customer Name of entity * CITY OF ROUND ROCK Contact name * Last Douglas First Heath Street address * 221 E. Main Street Contact email address (required for online access) hdouglas@round-rock.tx.us City * Round Rock State/Province * TX Phone 512-218-5400 Country * USA Postal code * 78664 Fax Notices and online access contact information: Complete this only if you want to designate a notices and online access contact different than the primary contact. This contact will become the default online administrator for this enrollment and receive all notices. This contact may appoint other administrators and grant others access to online information. Notices and online access contact L Same as primary contact Name of entity Contact name Last First Street address Contact email address (required for online access) City State/Province Phone Country Postal code Fax SLG Microsoft Enterprise 6.4 Enrollment Contact information (Indirect)(North America) May 2007 N36 Page 3 of 12 Language preference: This section designates the language in which you prefer to receive notices. English Additional electronic contractual notices contact information: This contact will receive electronic contractual notices in addition to the notices contact. This contact is not required if you do not want an additional set of notices issued. Electronic contractual notices contact Name of entity City of Round Rock Contact name Last Douglas First Heath Street address 221 E. Main Street Contact email address (required for electronic notices) hdouglas@round-rock.tx.us City Round Rock State/Province TX Phone 512-801-4520 Country United States Postal code 78664 Fax Software Assurance benefits contact: This contact will receive communications concerning Software Assurance benefits, and any additional TechNet subscriptions that have been ordered separately from Software Assurance under this enrollment. This contact is optional. If this contact is not completed, any notices for Software Assurance benefits will default to the notices and online contact. Software Assurance benefits contact Name of entity Contact name Last First Street address Contact email address (required for electronic notices) City State/Province Phone Country Postal code Fax SLG Microsoft Enterprise 6.4 Enrollment Contact information (Indirect)(North America) May 2007 N36 Page 4 of 12 MSDN contact: This contact will receive communications concerning registration for MSDN products ordered under this enrollment. This contact is optional. If this contact is not completed, any notices for MSDN will default to the notices and online contact. MSDN contact Name of entity Contact name Last First Street address Contact email address (required for electronic notices) City State/Province Phone Country Postal code Fax Microsoft account manager: This section designates your Microsoft account manager contact. Microsoft account manager name Microsoft account manager email address @microsoft.com SLG Microsoft Enterprise 6.4 Enrollment (Indirect)(North America) May 2007 N36 Contact information Page 5 of 12 2. Defining your enterprise. Use this section to identify which affiliates will be included in your enterprise. Your enterprise must consist of entire government agencies, departments or legal jurisdictions, not partial government agencies, departments, or legal jurisdictions. Each affiliate must be entirely "in" or entirely "out." All affiliates acquired after the effective date of this enrollment that are not party to a Qualifying Enrollment of their own will automatically be included unless you fill in part b below. a. Use A this part (a) to determine which current affiliates will be included in your enterprise. Check only one of the boxes in part (a). Only you (and no other affiliates) will be participating You and the following affiliates will be participating (attach a list of names on a separate piece of paper if more than 10 affiliates are being included): 1 2 3 4 5 6 7 8 9 10 b. Use effective consolidate Enrollment this part (b) to indicate whether affiliates with which you consolidate after the enrollment date will be included. Unless you check the box below, all affiliates you with after the enrollment effective date that are not party to a Qualifying of their own will automatically be included. Exclude all affiliates consolidated with after the enrollment effective date that are not party to a Qualifying Enrollment of their own. SLG Microsoft Enterprise 6.4 Enrollment (Indirect)(North America) May 2007 N36 Enterprise order information Page 6 of 12 3. Selecting your language option. Select the option for the languages in which you will run the products licensed under this enrollment. The options and their corresponding languages are identified here. All Languages Arabic Danish Czech Bulgarian Dutch Estonian Chinese Simplified English' Hungarian Chinese Traditional Finnish Latvian Croatian French3 Lithuanian English'Hebrew German Polish Indic Greek Slovenian Japanese Italian Slovak Korean Norwegian Portuguese (Brazil) Portuguese (Portugal) Romanian Spanish2 Russian Swedish Serbian Spanish2 Thai Turkish Ukrainian 1 English is a Listed Language if th's enrollment is signed outside of the following countries and a Restricted Language if this enrollment is signed inside these countries: Austria, Belgium, Cyprus, Czech Republic, Denmark, Estonia, France, Finland, Germany, Greece, Hungary, Iceland, Ireland, Italy, Latvia, Lithuania, Luxembourg, Malta, Netherlands, Norway, Poland, Portugal, Slovakia, Slovenia, United Kingdom, Switzerland, Sweden, or Spain. English is a "Listed Language", except when restricted as described in the "Restricted Languages" list (see footnote 3) 2 Spanish is a Listed Language only if this enrollment is signed in Latin America and is otherwise Restricted Language. 3 French is a "Listed Language," if signed in Canada • Select All Languages to run your products in any of the Listed, Extended or Restricted Languages. This option also allows you to run Multi -Language packs for your products. • Select Listed Languages to run your products in those languages. • Select Extended Languages to run your products in those languages. • If you select the Listed or Extended Languages option you may run up to 10% of the copies of each of your products in All Languages. Check one box ❑ Listed Languages • All Languages ❑ Extended Languages SLG Microsoft Enterprise 6.4 Enrollment Enterprise order information Page 7 of 12 (Indirect)(North America) May 2007 N36 4, Language allocation. Provide us with your good faith estimate of the specific languages in which you will run all copies of all products and the approximate percentage of those copies you will run in each language. Information that you provide here does not limit your future use of products under this enrollment in any permitted language within the language group you select above. Attach a separate sheet if more space is needed. Language English 5. Applicable currency. Payments made in connection with this enrollment must be in U.S. Dollars Percentages 100%% oda 6. Establishing your price level. The price level for enterprise products is determined by the terms and conditions of the enterprise agreement. Your price level for additional products will be level "D". Qualified desktops: You represent that the total number of qualified desktops in your enterprise is, or will be increased to, this number during the initial term of this enrollment (This number must be equal to at least 250 desktops). 800 Qualified users: You represent that the total number of qualified users in your enterprise is, or will be increased to, this number during the initial term of this enrollment (This number must be equal to at least 250 users). SLG Microsoft Enterprise 6.4 Enrollment (Indirect)(North America) May 2007 N36 Enterprise order information Page 8 of 12 7, Enterprise product orders. Your reseller will provide you with your product pricing and order. Your prices and payment terms for all products ordered will be determined by agreement between you and your reseller. Your reseller will provide us with your order separately from this enrollment. We will invoice your reseller in three equal annual installments for the enterprise products covered by your initial order. The first installment will be invoiced to your reseller upon our acceptance of this enrollment; the remaining installments will be invoiced at the next two anniversaries of the enrollment effective date. We will invoice your reseller for the enterprise products covered by any true up orders in total upon our acceptance of each true up order. Select the enterprise products to be covered by your initial order. If you select the Core CAL, you must select either desktop or user licenses. Enterprise Products Desktop Licenses User Licenses Windows Desktop Operating System Upgrade Office Professional Plus' ►1 Office Enterprise ❑ Office Standard 1 ❑ Core Client Access License 1, 2 ❑ ❑ Enterprise Client Access License Suite' 2 ❑ L Exchange Server Client Access License Standard2 ❑ ❑ Exchange Server Client Access License Enterprise 2 ❑ ❑ Office SharePoint Server Client Access License Standard 2 ❑ ❑ OfficeSharePoint Server Client Access License Enterprise2 ❑ ❑ Windows Server Client Access License 2 ❑ ❑ Systems Management Server Configuration Management License ❑ ❑ Systems Center Operations Manager Client Operations Management License ❑ ❑ SLG Microsoft Enterprise 6.4 Enrollment (Indirect)(North America) May 2007 Enterprise order information N36 Page 9 of 12 Windows Terminal Services Client Access License 2 ❑ ❑ Office Communication Server Client Access License Standard 2 ❑ ❑ Office Communication Server Client Access License Enterprise 2 ❑ ❑ SQL Server Client Access License 2 ❑ ❑ Microsoft Rights Management Services ❑ ❑ Microsoft Forefront Security Suite ❑ ❑ 1 The components of the current versions of Office Professional, Office Standard and components that make up the Core CAL, are identified in the Product List. 2 If you select a User CAL and the agreement identified on the cover page is User CAL Terms and Conditions apply. SLG Microsoft Enterprise 6.4 Enrollment (Indirect)(North America) May 2007 N36 the current versions of the version 6.1 or earlier, the Enterprise order information Page 10 of 12 8, Additional Products We will invoice your reseller for each additional product covered by your initial order in three equal annual installments. The first installment will be invoiced to your reseller upon our acceptance of this enrollment; the remaining installments will be invoiced at the next two anniversaries of the enrollment effective date. We will invoice your reseller for any new additional product not initially included in your enrollment in total upon our acceptance of your order. We will invoice your reseller for additional products initially included in your enrollment and covered by any true up order submitted during the initial term in total upon our acceptance of your true up order. 9. Qualifying systems licenses. All desktop operating system licenses provided under this program are upgrade Licenses. No full operating system licenses are available under this program. Therefore, if you select the Windows Desktop Operating System Upgrade & Software Assurance, all qualified desktops on which you will run the Windows Desktop Operating System Upgrade must be licensed to run one of the qualifying operating systems identified in the Product List at http://www.microsoft.com/licensing. Note that the list of operating systems that qualify for the Windows Desktop Operating System Upgrade varies with the circumstances of your order. That list is more extensive at the time of your initial order than it is for some subsequent true ups and system refreshes during the term of your enrollment. 1O, Renewal orders. For any 36 -month renewal, your renewal order will be invoiced to your reseller in three annual installments. The first installment will be invoiced upon our acceptance of the renewal order; the remaining installments will be invoiced at the next two anniversaries of the effective date of that renewal term. For any 12 -month renewal and for any true up orders, we will invoice your reseller in total upon our acceptance of your order. SLG Microsoft Enterprise 6.4 Enrollment (Indirect)(North America) May 2007 N36 Enterprise order information Page 11 of 12 Your reseller should complete the following sections and sign this form where indicated. General information Reseller company name: Dell, Inc. Street address: (PO boxes will not be accepted) 850 Asbury Dr. City and State / Province and postal code: Buffalo Grove, IL Country: US Contact name: Nathan Schramm Phone number: 847-465-3700 Fax number: 847-465-3277 Email address: nathan_schramm@dell.com The undersigned confirms that the reseller information is correct. Name of reseller Dell, Inc. Signature Printed name Nathan Schramm Printed title Buyer Date SLG Microsoft Enterprise 6.4 Enrollment (Indirect)(North America) May 2007 N36 Reseller information form Page 12 of 12 L }v vvcd LOOZ/OZ2 L 'Aa21 N Quote Prepared By: Celeste Williams (1056Tgr,.... 41 9 NNQ ^ w El W N 0970= :10: 0 0 ma mm$3d 41a: 4cx=:mn Alg4g4 oOCa RE S-.3 a 0 Ng4m x0'0« oaOcN= oio =mGEa c < 0^1 «aRN . `0 =<s mNaoa a aom ;oaa 1 g o o' �e e a „ m �vtn °OCOO a eve. 2; D 7 0 g 0 0 g N 10 m 0 = aoaT ao'' =mil !NI N 4E238p° o,s" o A 0,a0 a c c m D :a :II' Q Ml 7• 0. ' ■ � a i N C o § �o a agm a' nig ac R a i1 lil 7 N3=omNa is bg!N an gl e : g 0 m n 0� O ff o opo Am pavW ga El a om III °c I- o a=f Q« m 0 a0 0 < w g7 ffv- ao o in ao .r.1, t m @ oni Q a ■ D net « a« s.s o wN 7g .= :Q .94 MIS p'Z 0i0) < < 7;77 � `-I 0 0 D,D r�r z0 r r 0) Z Z < < .D 0 0 01 OO2Id 6 1AIN >IdVSOIl ON1V 2LL3Y.LVCThI �SNIM z 0) m Z Di z!0 0J r+(/) n�< >1> mfr Arz K G) <11- r- (-.) 0) >D v A < r m 0) c0 c) Z m 0 SHAREPOINTSVR ALNG LICSAPK MVL 2 O 03 O O N W 01 G) 4.9 rn 9' W 41 00 V G9 w -4 ✓ A 49 O CA (O C0 01 CA CO {q N G9 N 49 V (O (O G) 419 (v0 00 (O t0) vgvm c0iz�—zi 0 7J r(nz0) <vm Omar mD (f)yr <Zrr ODnn rD Z O D c 0 Z O K D 1 0) 0) C. A N 00 03 0 0 00 O 0 �mm A n m r0 m0 �m m mco J0 Z ✓ r- ✓ r - ✓ ✓ 0 C) 0) O 0 41. W co N 0) -4 O 0 Ell •Cla EA . CD (VO W W 0) 0 O O O 1D 0 a c 0 (0 (A 0 C0 N n 10 m v 3 PLEASE SEE IMPORTANT TERMS AND CONDITIONS AT THE BOTTOM OF THIS QUOTATION State Contract: DIR-SDD-1014 nn) a Cn2 CD X2 -i D O j CO COJ1(° ..A3r iii _A N (n01 0 c or ao c w N - m Q O a C 7 z CJ X x ton O Tn :saaidx3 Nona uer :JegwnN a;on° 90d- I OL 6 1. 1.0 4axo lei ep uo0 aawo;sna Ilea 8 3 LOO IOUZL '^a21 C, oucci 0 3" !&k tot 2®& 2I E_! 2i: s. igg 33- ==} Fa' �{ Quote Prepared By: Celeste Williams C 10 6# luawAed lenuuy 1 % CD k (1)5 QE ' £ 0 E 0 0- - 0 E ( \ \ � 0 2 £ 7 § 0 k 0 J § / 0) ' 0. E 7 ƒ \ Microsoft Enterprise Enrollment #TBD - CL o - 0• 0 a :saJidx3 a;on° 11.0Z `6£ uer :JagwnN a;on° 9021-6016 6106ax 0 O O ieguap uoo aawo;sno ped c--car0I2 0E04 5F tea_ e. Ead° k00< ,.- 3&&D N-_• -. 6"D0 §(n O 4 a 3 Microsoft. I Volume Licensing Enterprise and Enterprise Subscription Media Election Form Entity name* CITY OF ROUND ROCK (must be same as Enrollment primary contact) This form identifies entity's software comprehensive and subscription kit preferences. All software for this program is available for download at https://licensing.microsoft.com under fulfillment guide. Entity may choose to receive physical media delivery in addition to this download facility, if required. Terms used but not defined in this form have the meanings given to them in entity's Enrollment. The comprehensive kit delivery address information identifies the delivery location. A comprehensive kit is not shipped to renewing entities. Microsoft reserves the right to discontinue media shipments or charge for them in the future. All CD/DVD-ROM subscriptions and licenses that Microsoft provides (if Itiaderunder on a DDU (INCOTERMS 2000) port of entry in entity country basis. =Ens .ol- with all associated costs and procedures, including customs and _ customs duties, import value added taxes, and other gove ienlal; e of all such CD/DVD-ROM subscri 's and licenses a 11 accomp as well as any and all loadi ®• ,€ ding, transports n and mo discretion, act in entity's a t • ;�•eha flan any. given • nen , o, ca customs formalities. Ina + - ✓en ,after°an ° s h�®� ®OM _ t_ entry in entity's�co ntry, (1) Microsoft,Jas mp to $ d@ivery`obl and (2) all risk of delay, loss,apprehensio or " e. of dawn licenses, including the carrier medium and related The charges for Licenses and any purchase of media occurs. If entity is exempt from sales taxes in the de exemption documentation with entity's Enrollment. `- MEDT 'VER- `DDRESS S esa notices contact in the Enrollment Name of entity* City of Round Rock Contact name: First* Douglas Last* Heath Contact email address (required for online access)* hdouglas@round-rock.tx.us Street address (no PO boxes accepted)* 221 E. Main Street City* Round Rock, State / Province* Texas Postal code* 78664 County Williamson Country* United States Phone* 512-218-5400 Fax In City Limits ® Estimated Tax Rate 8.25 this enrollment are delivered Ir responsible for compliance rrnents, and for paying all ipli�le to the importation into entity's country, y, at its sole lated to the he port of respect o u�h erchandise, /DVD': isubscriptions and edtfro'Microsoft to entity. 4 :taxes based upon where delivery ion, please provide the applicable sales tax If entity chooses below to receive media in addition to the software download option available at https://licensing.microsoft.com, entity's selected media preference will be noted in Microsoft's systems so entity may automatically receive that media preference. Please note that DVD kits will include DVDs if available. If media is not available on DVDs, then CDs will be provided. Likewise, CD kits will include CDs if available; if CDs are not available, DVDs will be included. What is entity's media preference? DVD Does entity request a comprehensive kit? (This option does not apply to renewing entities) Yes Does entity request subscription updates? Yes EAandEAS2008MediaElectionForm(NA)(ENG)(Oct2008) Page 1 of 2 Media election form (continued) For each language and group entity chooses to receive, corresponding box with an X Language mark the Enterprise Kit English @ English/Multi-Language ■ Arabic ■ Brazilian Portuguese ■ Bulgarian ■ Chinese Simplified ■ Chinese Traditional ■ Chinese Traditional Hong Kong/Pan-Chinese ■ Croatian ■ Czech ■ Danish ■ Dutch ■ Estonian ■ Finnish ■ French ■ German ■ Greek s �` ' ■ Hebrew Hungarian ,, Indic Italian , • Japanese Korean rM �• - z /Latvian k 0 rn'Fw Lithuanian ` °' Norwegian $ $ # Polish � � � �; �: Portuguese �},.': ■ Romanian ■ Russian " ■ -.ian Latin• � `�_ - . Slovak :;. Slovenian Spanish ■ Swedish ■ Thai ■ Turkish ■ Ukrainian ■ Not Available EAandEAS2008MediaElectionForm(NA)(ENG)(Oct2008) Page 2 of 2 Microsoft Enterprise Agreement Contents Volume Licensing 1. Definitions. 1 2. How the Enterprise program works 3 3. How to establish price level. 3 4. License grant — what Enrolled Affiliates are licensed to run 4 5. How to know what Product Use Rights apply. 5 6. How to order Product Licenses. 6 7. Making copies of Products and re-imaging rights. 7 8. Transferring and reassigning Licenses. 8 9. Term and termination. 9 10. How to renew an Enrollment. 10 11. Miscellaneous. 11 This Microsoft Enterprise Agreement is entered into between the entities identified on the program signature form. Effective date. The effective date of this agreement is the effective date of the first Enrollment or the date Microsoft accepts this agreement, whichever is earlier. », This agreement consists of (1) these terms and conditions and the signature form, (2) the terms of either the Microsoft Business Agreement or Microsoft Business and Services Agreement ("Master Agreement") identified on the signature form, (3) the Product List, (4) the Product Use Rights applicable to Products licensed under this agreement, (5) any Affiliate Enrollment entered into under this agreement,and (6) any order submitted under this agreement. If Customer is a qualifying government entity, the Qualifying Government Entity Addendum is incorporated by reference. Terms and Conditions 1. Definitions. In this agreement, the terms "Affiliate," "available," "Ownership," "Product," "Product List," "run," and "use" have the meanings given to them in the Master Agreement. In addition, the following definitions apply: "Additional Product" means any Product other than an Enterprise Product that an Enrolled Affiliate chooses to license under its Enrollment; "CAL" means a Client Access License; "Customer" means the entity that has entered into this agreement with Microsoft; "Defined Region" means the geographical region as defined on the regional listing located at httr://www.microsoft.com/licensing/contracts where the Customer is organized and operated. "Device -based Licenses" means Licenses that are calculated based on the number of Qualified Desktops; "Enrolled Affiliate" means an entity, either Customer or any one of Customer's Affiliates, that has entered into an Enrollment under this agreement; EA2009Agr(NA)(ENG)(Oct2009) Page 1 of 12 Document X20-00023 "Enrollment" means the document that an Enrolled Affiliate submits under this agreement to place its initial order; "Enterprise" means the Enrolled Affiliate and the Affiliates it chooses on its Enrollment to include in its enterprise; "Enterprise Product" means any Product that Microsoft designates as an Enterprise Product and that an Enrolled Affiliate chooses to license under its Enrollment (Enterprise Products may only be licensed on an Enterprise -wide basis under this program); "Extended Payment Terms" means payment terms that allow for monthly, quarterly, semi-annual, or customized structured payments; "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; "License" means, for any one of the Products identified in the Product List (including standard Licenses and upgrades for desktop operating systems), the right to run the version of the Product ordered; "L&SA" means a License and Software Assurance for any Product ordered; "Microsoft" means the Microsoft Affiliate that has entered into this agreement or an Enrollment and its Affiliates, as appropriate; "Qualified Desktop" means any personal desktop computer, :portable computer, workstation, or similar device that is used by or for the benefit of an Enrolled Affiliate or any Affiliate included in its Enterprise and that meets the minimum requirements for running any of the Enterprise Products. Qualified Desktops do not include: (1) any computer that is designated as a server and not used as a personal computer, (2) Industry Devices, or (3) any device running an embedded operating system (e.g. Windows Vista for embedded, Windows XP embedded) that does not access a virtual desktop infrastructure; "Qualified User" means a person who (1) is a user of a Qualified Desktop or (2) accesses any server software or online services licensed within an Enrolled Affiliate's` Enterprise. It does not include a person who accesses server software or online services solely under a license identified in the Qualified User exemptions in the Product List; "Qualifying Enrollment" means (1) an Enterprise Enrollment under a separate Microsoft Enterprise Agreement, (2) any Enterprise Subscription Enrollment under a separate Microsoft Enterprise Subscription Agreement, (3) any other Enrollment submitted under the Microsoft Enterprise Agreement identified on the program signature form, or (4) a Microsoft Open Value Agreement that includes the election of a company -wide option; "Reseller" means a large account Reseller authorized by Microsoft to resell Licenses in an Enrolled Affiliate's Defined Region under this program; "Software Advisor" means an Enterprise Software Advisor authorized by Microsoft and engaged by an Enrolled Affiliate to provide pre- and post -transaction assistance; "Software Assurance" means an annuity offering that provides new version rights and other benefits for Products as described in the Product List; and "User -based Licenses" means Licenses that are calculated based on the number of Qualified Users. EA2009Agr(NA)(ENG)(Oct2009) Page 2 of 12 Document X20-00023 2. How the Enterprise program works. Enrolled ri'Affiaae Products," Enrolled Affiliate n For "Additional Products ; E copies used: To participate'rr Product. Where to submit orders: submitted directly to.Microsoft ( additional terms. ;"E apes sof Prtodtucts sunder this a re ment. Fur nterprise; or a;License.for all Qualified:Desktops and/or'Qualified Users. 111 must`pay for Licenses Based on he ectual rrtimber}of ee'hient Enrolled Affiliate Aust:.erder at least one.' Enterprise on Enrolled Affiliate's couny,trEnrolled Affiliate orders will be oftware )9dvisor) or to a.Reseller Online services may have. The Enterprise program gives Customers that wish to license one or more of Microsoft platform Products the means to ensure that their entire Enterprise will be licensed. Customer and Customer Affiliates can participate in this program by submitting one or more Enrollments under this agreement. On the Enrollment, the Enrolled Affiliate will designate the scope of its Enterprise and make the initial selection of Enterprise Products and any Additional Products it wishes to license. Each Enrollment must include at least one Enterprise Product. Microsoft may refuse to accept an Enrollment if it has a business reason for doing so. a. How Enrolled Affiliates acquire Licenses. Depending upon the part of the world in which an Enrolled Affiliate is located, it may need to acquire its Licenses either directly from Microsoft or through its chosen Reseller. (i) When acquiring Licenses directly from Microsoft. Orders.. under a direct Enrollment will be made out to Microsoft. A Software Advisor will assist; in the preparation of the order and then ransmit the order to Microsoft for the Enrolled Affiliate, Microsoft will then directly invoiced'the Enrolled Affitiate'- according to ..the payment terrds stated in the applicable Enrollment. (ii) When acquiring Licenses through a Reseller. Orders under an indirect Enrollment will be made out to and submittedto the Enrolied_Affiliate's Reseller. Microsoft will invoice that Reseller according to the terms in the applicable Enrollment. The Reseller and the Enrolled Affiliate will determine the Enrolled Affiliate's actual price and payment terms. b. Choosing and maintaining a Software Advisor or Reseller. Each Enrolled Affiliate must choose and maintain a Reseller or Software Advisor authorized in the Enrolled Affiliate's Defined Region. c Online services. The terms and conditions of the agreement apply to online services subscriptions throughout the entire term of the subscription except as provided here and in the Product List or the Product Use Rights at http://microsoft.com/licensing/contracts. Online services are provided as subscription services and may carry terms that are independent of the agreement terms. Billing terms for online services subscriptions may also differ from the terms of this agreement. 3. How to establish price level. a. Establishing Price Levels. Each Product is assigned to a Product pool (applications, systems, or servers). There are four price levels (A, B, C, and D). An Enrolled Affiliate's price level is based on the initial number of Qualified Desktops or Qualified Users in the organization and applies to Products ordered in each pool. The ability to order Device -based Licenses or User -based Licenses is determined by how the License is offered in the price list EA2009Ag r(NA)(ENG)(Oct2009) Page 3 of 12 Document X20-00023 (e.g. Windows Vista is not offered as User -based License). If Enrolled Affiliate orders a platform that contains both Device -based and User -based Licenses, prices will be based on the Qualified Desktop price level. Price levels are established separately for each Enrollment. If an Enrolled Affiliate does not order an Enterprise Product from one of the Product pools, the price level for Additional Products in that pool will be level "A" throughout the term of the Enrollment. b. Deriving prices from price levels. The Enrolled Affiliate's prices, including true -up prices, are determined as follows: (i) For Products covered by the initial order. The Enrolled Affiliate's price for Licenses for Products on its order will not change throughout the initial Enrollment term. (ii) For Additional Products added after the initial order. The Enrolled Affiliate's prices for Licenses for Additional Products ordered after acceptance of the Enrollment will be those prices in effect for its price level for that Product as of the date that it places its first order for that Product. 4. License grant — what Enrolled Affiliates are licensed to run. Enrolled Affiliate can '=use( the Enterprise ,Products on all Qualified Desktops.(or, in the case of CALs and ,certain ,services), alt Qualified 'Desktops or, Qualified Users, as: appficable, may access the specified eerverksoi are For. At ditiona Products, Enrc lle Aifiilslt can run Pras many Copt .,� destrer.d,�.pr4 tiled" nrolle t. q iliate submits orders for thea Enrolled f ciliate Gan use the a er%_nim 'uc O #s'k r h .§P o Se.any earlier. version ;,l Generally use'': rights become -permanent once the Enrollment term.ends and`Enrolled Affiliate'''has completed all payments ,At that time Enrolled Affiliate will have perpetual Licenses=for the. number of desktops, users, or oopies for whictl Enrolled Affiliate submittedYorders,during the term „ In cases where the Enroll e t �s termina a prior torthe end of the term, subsections entitled"'Termination for rolled Affll)ate Upon Microsoft's acceptance of the Enrollment, the Enrolled Affiliate has the following rights during the term of its Enrollment. These rights apply to the Licenses obtained under an Enrollment and are not related to any., order or fulfillment of software media. The ability to run current or later versions of a Product ileertsed under this agreement could be affected by minimum system requirements or other factors,,(e.,g. hardware or other software). a. General. The Enrolled Affiliate may use the latest version (or any prior version) of any Product as permitted in the Product Use Rights, so long as it timely orders and pays for all required Licenses. b. Use by Affiliates. The Enrolled Affiliate may sublicense the right to use the Products to any Affiliates covered under its Enrollment. c. Special rule for Enterprise Products. So long as the Enrolled Affiliate places annual true - up orders, the Enrolled Affiliate may use the latest version (or any prior version) of each Enterprise Product on each of its Qualified Desktops as permitted in the Product Use Rights. In addition, for CALs, each Qualified Desktop (or, for CALs that are User -based Licenses, each Qualified User) covered by the Enrollment may access and use the associated server software. d. When Licenses become perpetual. The right to run any Product licensed under an Enrollment is temporary until: (i) the Enrolled Affiliate has paid all installments of the price for that Product License and the applicable initial Enrollment or renewal term during which that Product License was ordered has expired or been renewed; or EA2009Agr(NA)(ENG)(Oct2009) Page 4 of 12 Document X20-00023 (ii) the Enrolled Affiliate is otherwise eligible for perpetual Licenses upon early termination as provided in this agreement. Thereafter, the Enrolled Affiliate will have perpetual Licenses to run the Products ordered in the latest version available (or any prior version) as of the date of expiration, termination, or renewal. The number of perpetual Licenses will be equal to: • For Enterprise Products other than CALs that are User -based Licenses, the total number of Qualified Desktops covered by the Enrollment; • For CALs that are User -based Licenses, the total number of Qualified Users covered by the Enrollment; and • For each Additional Product, the total number of Licenses ordered during the applicable initial Enrollment term or renewal term. • Subscription (online services) Licenses are not perpetual under any circumstances. In the case of early termination of an Enrollment as provided in the subsection entitled "Early Termination," if an Enrolled Affiliate chooses only to pay amounts due and payable as of the termination date, then the Enrolled Affiliate will instead have perpetual Licenses for the number of Licenses specified in the subsection entitled "Early termination." e. Perpetual Licenses through Software Assurance. Any perpetual Licenses received through Software Assurance supersede and replace the underlying perpetual Licenses for which that Software Assurance coverage was ordered. All perpetual Licenses acquired under this agreement remain subject to the terms of this agreement and the applicable Product Use Rights. f. License confirmation. This agreement, the applicable Enrollment, the Enrolled Affiliate's order confirmation, and any documentation evidencing transfers of Licenses, together with proof of payment, will be the Enrolled Affiliate's evidence of all Licenses obtained under its Enrollment. 5. How to know what Product Use Rights apply. roduct Use Rights, e the start of the Enrolment f-rh i.. .., -V !T ., a. .� ., L rten rsions, ar tl � t ate t t t leaseitfor new versions, sov,that any subsequent changes: Microsoft'kes to t he I�radu t Use fights will not affect the Enrolled Affiliate. A special: rule applies 'in the case ofdowngrade°s; a}s`described below. Microsoft also agrees that, if; it changes any Product Use Rights frorri one, version•.of�ah, 'Enterprise Product to the next, any detrimental` changes will not apply to he En lied Affiuli,at' a. Product Use Rights. Microsoft publishes Product Use Rights for each version of each Product. (i) Product Use Rights for current and future versions of Products. The Product Use Rights in effect on the effective date of an Enrollment will apply to the Enrolled Affiliate's use of then -current versions of each Product. For future versions, the Product Use Rights in effect when those future versions are first released will apply. In both cases, subsequent changes made by Microsoft to the Product Use Rights for a particular version will not apply to the Enrolled Affiliate's use of that version. (ii) Product Use Rights for earlier versions (downgrade). If Enrolled Affiliate runs an earlier version of a Product than the version that was current on the Enrollment effective date, the Product Use Rights for the version licensed, not the version being run, will apply. However, if the earlier version includes components that EA2009Agr(NA)(ENG)(Oct2009) Page 5 of 12 Document X20-00023 are not part of the licensed version, any Product Use Rights specific to those components will apply to the Enrolled Affiliate's use of those components. b. No detrimental changes for Enterprise Products. If a new version of an Enterprise Product has more restrictive use rights than the version that is current at the start of the applicable initial or renewal term of the Enrollment, those more restrictive use rights will not apply to the Enrolled Affiliate's use of that Product during that term. 6. How to order Product Licenses. Enterprise Assurance o unexpired exiistin true :u. during, e time the. Enrollment is. signed.:: In general, Software also ordering Licenses unless the Enrolled Affiliateis renewing �rirolled Affiliate can "step-up" ,td a higher edition of on ascribed 140section Enrolled Affiliate must submit ops QualifireAd Users, an:Additional Products:added a. Placing the initial order. Each Enrolled Affiliate must submit an initial order for the Enterprise Products and Additional Products it selects with its Enrollment. Except as provided in the following paragraph, the order must be for L&SA for all Products. When placing orders, an Enrolled Affiliate must specify the country or countries where the Enrolled Affiliate and its Affiliates will use the Licenses. When is the Enrolled Affiliate eligible to order only Software Assurance for an Enterprise and Additional Product? An Enrolled Affiliate may order Software Assurance for the Enterprise. Products and Additional Products it selects without the need to simultaneously order a License if the Enrolled Affiliate or any of the Affiliates in its Enterprise has obtained perpetual Licenses for that Product: (i) ° For Enterprise Products on an Enterprise -wide basis under a previous Qualifying Enrollment;'' and (ii) For Additional Products through Software Assurance or any similar upgrade protection. The new Enrollment becomes effective no later than the day following the date of expiration of that previous Enrollment or Software Assurance. These Software Assurance orders cannot exceed the number of perpetual Licenses acquired for that Product. For all other Products the Enrolled Affiliate must order L&SA. b. Adding new Products not previously ordered. An Enrolled Affiliate may only add new Enterprise Products by entering into a new Enrollment. New Additional Products may be run provided an order for L&SA is placed in the month the Product is first run. For additional copies run after the first order, the Enrolled Affiliate must place true -up orders. c. Stepping up to higher Product editions. If an already -ordered Product has multiple editions, an Enrolled Affiliate may migrate to the higher edition by ordering the applicable step-up License where available through Software Assurance. If step-up details are included in an initial Enrollment order, then the Enrolled Affiliate may step-up in accordance with the section entitled "True -ups and update statements." If the step-up details are not included in the initial Enrollment order, the Enrolled Affiliate may step-up by placing an order in the month the step-up is first run in accordance with the process set out in the section entitled "Adding new Products not previously ordered." d. Acquisitions, divestitures, and mergers. If the number of Qualified Desktops or Qualified Users covered by an Enrollment changes by more than ten percent as a result of (1) an acquisition of an entity or an operating division, (2) a divestiture of an Affiliate or an operating division of the Enrolled Affiliate or any of its Affiliates, or (3) a merger Microsoft will work with the Enrolled Affiliate in good faith to determine how to accommodate its changed circumstances in the context of this agreement. If an Enrolled Affiliate acquires or merges EA2009Agr(NA)(ENG)(Oct2009) Page 6 of 12 Document X20-00023 with a third party with an existing Qualifying Enrollment, Microsoft will work with the Enrolled Affiliate in good faith to accommodate its changed circumstances in the context of this agreement. e. True -ups and update statements. Enrolled Affiliate must submit either: (i) a true -up order to account for any increase in Qualified Desktops, Qualified Users, and/or Additional Products run since the last anniversary. To do this, the Enrolled Affiliate must determine the current number of Qualified Desktops, Qualified Users (if ordering User -based Licenses), and/or Additional Products run and submit a true -up order to account for any increase; or (ii) an update statement to show there is no change to the number of Qualified Desktops, Qualified Users, and/or Additional Products run since the last anniversary. The annual true -up or update statement must be submitted within 60 days prior to or 15 days following the anniversary of the effective date of the Enrollment to meet the annual true -up requirement. The third -year anniversary true -up or update statement is due prior to or at the expiration date of the enrollment term. However, an Enrolled Affiliate may also true -up multiple times and at any time during the term of the Enrollment. Except where online services are included as part of other Licenses, or where true -ups are expressly permitted for an online service by the Product List or Product Use Rights, true -ups do not apply to online services — any licenses required to cover incremental users must be purchased in advance. f. How to confirm orders. Microsoft will publish information about orders placed by each Enrolled Affiliate, including an electronic confirmation of each order on a password -protected site on the World Wide Web at https://licensing.microsoft.com;.Dr a successor site. Upon Microsoft's acceptance'of this agreement and Enrollments entered into under this agreement, the contact identified for this purpose will be provided access to this site. 7. Making copies of Products and re-imaging rights. Enrolled Affiliate canv'make ti's many copies as =it 'needs The copies must be'complete and from master Copiesobtainedfrom an authorized .source; If" Enrolled -Affiliate uses third parties to make copies, Enrolled ;Affiliate is responsible ;for them. Enrolled Affiliate can . make a specified number of complimentary:copies fobtr, ins , 'evaluation, and backup. In Certain circumstances, Enrolled Affiliate canuse the media shat i .obtains under this program' tomake copies of.Products that it is licensing;through some other chance! Generally, this is only. allowed where the Product, version, lar cage, type ; an® ompd I s"d" t' refibeing ci pied er • identical,„to those licensed,through'rthat a. General. The Enrolled Affiliate may make as many copies of the Products as it needs to distribute them within its organization. Copies must be true and complete (including copyright and trademark notices), from master copies obtained from a Microsoft approved fulfillment source. The Enrolled Affiliate may use a third party to make these copies, but the Enrolled Affiliate agrees that it will be responsible for that third party's actions. The Enrolled Affiliate agrees to use reasonable efforts to make its employees, agents, and any other individuals that it allows to use the Products aware that the Products are licensed from Microsoft and subject to the terms of this agreement. b. Copies for training/evaluation and back-up. The Enrolled Affiliate may (1) use up to 20 complimentary copies of any Product in a dedicated training facility on its premises, (2) use up to 10 complimentary copies of any Product for a 60 day evaluation period, and (3) use one complimentary copy of any licensed Product for back-up or archival purposes for each of its distinct geographic locations. c. Right to re-image. In certain cases, re-imaging is permitted using the Product media. If the Microsoft Product(s) is licensed (1) from an original equipment manufacturer (OEM), (2) as EA2009Agr(NA)(ENG)(Oct2009) Page 7 of 12 Document X20-00023 full packaged Product through a retail source, or (3) under another Microsoft program, then media provided under this agreement may be used to create images for use in place of copies provided through that separate source. This right is conditional upon the following: (i) Separate Licenses must be owned from the source for each Product that is re-imaged. (ii) The Product, language, version and components of the copies made must be identical to the Product, language, version and all components of the copies they replace and the number of copies or instances of the re-imaged Product permitted remains the same. (iii) Except for copies of an operating system and copies of Products licensed under another Microsoft program, the Product type (e.g., upgrade or full License) must be identical to the Product type from the separate source. (iv) Re -images made under this subsection remain subject to the terms and use rights provided with the License from the separate source. This subsection does not create or extend any warranty or support obligation. 8. Transferring and reassigning Licenses. Enrolled Affiliate can Transfer perpetual Licenses to an Affiliate and to third parties in connection with a divestiture, merger, .or consolidation , Enrolled Affiliate only needs to EnrolledAffiliate cannottransfer cen's s to third arties under :other provide notice to Microsoft.. 1 ,,,L.t e p circumstances without Micros'oft's prior consent Transferees must agree to be bound by applicable terms. License transfers must",�be perrrtene with: main :exceptions,• •software Assurance cafi pt be transferred;.all versions of upgrades must peg transferred together, operating sytem Licenses must stay with the computers tem is y + re first in t lled G eraIIyy ©lied ffil�e e can yeas ign L nses=inlet tly�° � � �u � �� or fr a. Transferring Licenses to third parties. (i) Right to transfer. Enrolled Affiliate may transfer fallypaid perpetual Licenses to (1) an Affiliate or (2) an unaffiliated third party in connection with a divestiture of an Affiliate or of an operating division of the Enrolled Affiliate or one of its Affiliates, a merger, or a consolidation. To do so, the Enrolled Affiliate' must complete and send to Microsoft a transfer notice in a form which can be obtained from http://microsoft.com/licensing/contracts before the transfer, All other transfers require Microsoft's prior written consent. Guidance on what types of transfers are permissible can be found at http://microsoft.com/licensing/contracts. No License transfer will be valid unless the Enrolled Affiliate provides to the transferee, and the transferee accepts in writing, the applicable Product Use Rights, use restrictions, limitations of liability, and the transfer restrictions described in this section. Any transfer not made in compliance with this section will be void. The resale of Licenses, including any transfer by a Customer or its Affiliate with a primary purpose to enable the transfer of those Licenses to an unaffiliated third party, is expressly prohibited. (ii) Certain transfers not permitted. The Enrolled Affiliate may not transfer any of the following: • Licenses on a short-term basis (90 days or less); • temporary rights to use Products; • Software Assurance coverage; • perpetual Licenses for any version of any Product acquired through Software Assurance separately from the underlying perpetual Licenses for which that Software Assurance coverage was obtained; EA2009Agr(NA)(ENG)(Oct2009) Page 8 of 12 Document X20-00023 • an upgrade License for a desktop operating system Product separately from the underlying desktop operating system License or from the computer system on which the Product is first installed; • full version desktop operating system licenses, unless transferred with the sale of the device for which it operates; • any Software Assurance benefits or Online Services products; or • any licenses for resale to unaffiliated third parties. b. Internal reassignment of Licenses and Software Assurance. (i) For Products other than the desktop operating system. For Products other than the desktop operating system, the Enrolled Affiliate may reassign Licenses within its Enterprise. However, Enrolled Affiliate may not reassign Licenses on a short-term basis (90 days or less) or reassign Software Assurance or other upgrade coverage separately from the underlying License, except as otherwise provided in this agreement. The Enrolled Affiliate may not reassign desktop operating system Licenses from one computer to another. (ii) For desktop operating systems. The Enrolled Affiliate may reassign Software Assurance coverage on desktop operating systems from the original computer to a replacement computer within its Enterprise, as long as (1) the replacement computer is licensed to run the latest version of that operating system and (2) the Enrolled Affiliate removes any desktop operating system upgrades from the original computer. 9. Term and termination. This agreemen Enrollrr?ent, " erie'_ agreement.on notic may be terminates allotted ;fGenerall of Pc Products ft aa; erminated ''The tet ei al of -;•an Enrollment , wnotaffect any existing ,Enrollments. either party breaches the agreement an, d•does n ipctn terrnlrra ion ore piration, =Enrolled Affiliate n' sing -but has Plot -yet placed orders }for, and pay rot Ment is staffed ih tl party can terminate the terally, existing Enrollments" cure the breach in the time, st order Licenses.for copies r,allLicenses in full., Term. This agreement will remain in effect unless it is terminated by either party as described below. Each Enrollment or order will have the term provided in that Enrollment or order. b. Termination without cause. Either party may terminate this agreement, without cause, upon 60 days written notice. Such termination will merely terminate either party's and its Affiliates' ability to enter into new Enrollments under this agreement. Such termination will not affect any Enrollment or order not otherwise terminated, and any terms of this agreement applicable to any Enrollment or order not otherwise terminated will continue in effect with respect to that Enrollment or order. c. Termination for breach. Either party to an Enrollment may terminate it if the other party materially breaches its obligations under this agreement, including any obligation to submit orders or pay amounts owed. Except where the breach is by its nature not curable within 30 days, the terminating party must give the other party 30 days notice and opportunity to cure. If Microsoft gives such notice to an Enrolled Affiliate, Microsoft will give Customer a copy of that notice as well and Customer agrees to assist in attempting to resolve the breach. If the breach also affects other Enrollments and cannot be resolved between Microsoft and Customer within a reasonable period of time, Microsoft may also terminate this agreement and all other Enrollments under it. If an Enrolled Affiliate ceases to be Customer's Affiliate, Customer must promptly notify Microsoft, and Microsoft may terminate its Enrollment. EA2009Agr(NA)(ENG)(Oct2009) Page 9 of 12 Document X20-00023 d. Early termination. If an Enrolled Affiliate terminates its Enrollment as a result of a breach by Microsoft, or if Microsoft terminates an Enrollment because the Enrolled Affiliate has ceased to be an Affiliate of Customer, then the Enrolled Affiliate will have the following options: (i) It may immediately pay the total remaining amount due, including all installments, in which case, the Enrolled Affiliate will have perpetual rights for all Licenses it has ordered; or (ii) It may pay only amounts due as of the termination date, in which case the Enrolled Affiliate will have perpetual Licenses for (1) all copies of Products for which payment has been made in full, and (2) the number of copies of Products it has ordered (including the latest version of Products ordered under Software Assurance coverage in an initial or renewal term) for which payment has been made in installments that is proportional to the total of payments made versus total amounts due if the early termination had not occurred. e. Effect of termination or expiration. When an Enrollment expires or is terminated, (i) Enrolled Affiliate must order Licenses for all copies of Products it has run for which it has not previously submitted an order. Any and all unpaid payments or any order of any kind, including subscription services, remain due and payable. Except as provided in the subsection titled "Early termination," all unpaid payments for Licenses immediately become due and payable. (ii) Enrolled Affiliate's right to Software Assurance benefits under this agreement ends if it does not renew Software Assurance. To the extent necessary to implement the termination provisions of this agreement, each party waives any right it has or obligation that the other party may have, now or in the future under any applicable law or regulation, to request or obtain the approval, order, decision, or judgment of any court to terminate this agreement. 10. How to renew an Enrollment.':: Microsoft will provide each Enrolled Affiliate with 60 days prior written notice of expiration of its Enrollment or renewal term advising it of its renewal options. An Enrolled Affiliate may have the option to renew its Enrollment for one term of 12 or 36 full calendar months. Microsoft and its Affiliates will not unreasonably reject any renewal. However, Microsoft may make a change to this program that will make it necessary for Customer and its Enrolled Affiliates to enter into new agreements and Enrollments. a. Renewal option. The renewal term will start on the day following expiration of the prior term. An Enrolled Affiliate may not add new Enterprise Products not previously ordered as part of its renewal; to license new Enterprise Products, it must submit a new Enrollment. (i) Consequences of non -renewal. If the Enrolled Affiliate elects not to renew its Enrollment or Software Assurance for any Product under its Enrollment, and it otherwise allows Software Assurance for any Licenses acquired under its Enrollment to lapse, then the Enrolled Affiliate will not be permitted to order Software Assurance later without first acquiring L&SA. (ii) Renewal price levels. Prices and price levels for pools from which an Enterprise Product has been ordered will be reset for each renewal term based upon the Enrolled Affiliate's total number of Qualified Desktops as of the date of the renewal order. EA2009Agr(NA)(ENG)(Oct2009) Page 10 of 12 Document X20-00023 (iii) Renewing User -based Licenses. If user -based Enterprise Product are renewed as part of the platform, then price levels are reset based on the current Qualified Desktop count. However, if the user -based Enterprise Product is renewed outside of a platform, then the price level for the applicable pool will be based on the Enrolled Affiliate's total number of Qualified Users as of the date of the renewal order. (iv) For Products renewed in a renewal order. For each Enterprise Product and each Additional Product being renewed, the Enrolled Affiliate's renewal prices for all Licenses will be those prices in effect for its renewal price level for that Product as of the date of the renewal order. (v) For Additional Products added during a renewal term. For each new Additional Product first added during a renewal term, the Enrolled Affiliate's prices for all Licenses will be those prices in effect for its renewal price level for that Product as of the date that it places its first order for that Product. (vi) Placing renewal orders. To renew, the Enrolled Affiliate must submit a renewal order prior to or at the expiration of the previous term. The renewal order must be for Software Assurance for: • all platform Products or device -based Enterprise Products previously ordered equal to the number of Qualified Desktops in the Enrolled Affiliate's Enterprise as of the date of that renewal order, • all user -based Enterprise Products equal to the number of Qualified Users covered by the Enrolled Affiliate's Enrollment as of the date of that renewal order. At renewal, where applicable, an Enrolled Affiliate can elect to exchange its Device - based Licenses for User -based Licenses or vice -versa. In that event, the Enrolled Affiliate's -renewal order must include L&SA for any, number of Qualified Desktops or Qualified Users in excess of its current count. See the Product List for more information, and • all Additional Product Licenses for which the Enrolled Affiliate elects to renew Software Assurance. 11. Miscellaneous. a. Notices to Microsoft. Notices, authorizations, and requests in connection with this agreement must be sent by regular or overnight mail, express courier, or fax to the addresses and numbers listed on the signature form and in this agreement. Notices will be treated as delivered on the date shown on the return receipt or on the courier or fax confirmation of delivery. Copies should be sent to: Microsoft Corporation Legal and Corporate Affairs Volume Licensing Group One Microsoft Way Redmond, WA 98052 USA Via Facsimile (425) 936-7329 b. Order of precedence. In the case of a conflict between any documents identified on the first page that is not resolved expressly in the documents, their terms will control in the following order: (1) the terms and conditions of the Master Agreement; (2) these terms and conditions EA2009Agr(NA)(ENG)(Oct2009) Page 11 of 12 Document X20-00023 and the accompanying signature form; (3) the Product List; (4) the Product Use Rights; (5) the Enrollment, if any; and (6) all orders submitted under this agreement. c. Resellers and other third parties cannot bind Microsoft. Resellers, Software Advisors and other third parties do not have authority to bind or impose any obligation or liability on Microsoft. d. Extended Payment Terms. Depending on Enrolled Affiliate's country, Enrolled Affiliate may have the ability to request Extended Payment Terms with its initial order, at the anniversary date, or when placing true -up and Additional Product orders; pricing for extended terms will differ from the annual payment price. e. Applicable currency. Payments Customer makes under this agreement must be in the approved currency for the respective locale. For details, please see http://microsoft.com/licensing/contracts. f. Advisor fee. Microsoft, or its Affiliates, sometimes pay fees to Software Advisors, or other third parties authorized by Microsoft or one of its Affiliates. The fees are in exchange for their advisory services. The payment of fees depends upon several factors, including the type of agreement under which Enrolled Affiliate orders Licenses, which licenses Enrolled Affiliate orders, and whether Enrolled Affiliate chooses to use an advisor. The fee amounts increase with the size of the orders Enrolled Affiliate places under this agreement. Taxes. The Enrolled Affiliate is responsible for any of the taxes that it is legally obligated to pay, including taxes related to any orders for Licenses or Services under this agreement. If any taxes are required to be withheld on payments made by Enrolled Affiliate to Microsoft, the Enrolled Affiliate may deduct such taxes from the amount owed Microsoft and pay them to the appropriate taxing authority, provided however that the Enrolled Affiliate promptly secures and delivers an official receipt for those withholdings and other documents necessary for Microsoft to claim a foreign tax credit or refund. 9. EA2009Agr(NA)(ENG)(Oct2009) Page 12 of 12 Document X20-00023 ROUND ROCK, TEXAS PURPOSE. PASSION. PROSPERITY City Council Agenda Summary Sheet Agenda Item No. 11C4. Consider a resolution authorizing the Mayor to execute a document entitled "Microsoft Agenda Caption: Volume Licensing Enterprise Enrollment" for the purchase of software licenses. Meeting Date: February 10, 2011 Department: Administration Staff Person making presentation: Don Heflin, User Support Manager Heath Douglas, Infrastructure Manager Item Summary: Microsoft Enterprise Licensing Agreement: This program will facilitate the desktop standardization of Microsoft operating systems and Microsoft Office suite of products. This agreement will provide the necessary licensing required to obtain software assurance for future updates of Microsoft operating system and Microsoft Office software products. The City will be able to leverage the Microsoft Enterprise licensing pricing on current and future products. The city will gain efficiencies in overall desktop administration and departmental utilization. Strategic Plan Relevance: 8.0 — Maintain and enhance public confidence, satisfaction and trust in City Government. Cost: $ 229,533.00 Source of Funds: Self Financed Construction Date of Public Hearing (if required): N/A Recommended Action: Approval EXECUTED DOCUMENT FOLLOWS Microsoft I Volume Licensing Enterprise Enrollment (indirect) State and Local Microsoft Business Agreement number (if applicable) Reseller or Microsoft affiliate to complete Enterprise Agreement number Reseller or Microsoft affiliate to complete Enrollment number Microsoft affiliate to complete Framework ID Reseller purchase order number Reseller to complete Previous Qualifying Enrollment number Reseller to complete Previous Qualifying Enrollment end date Reseller to complete N36 This Microsoft Enterprise Enrollment is entered into between the following entities signing, as of the effective date identified below. Definitions. When used in this enrollment, "you" refers to the entity that signs this enrollment with us, and "we" or "us" refers to the Microsoft entity that signs this enrollment. "Qualifying Enrollment," means (i) an enterprise enrollment under a separate Microsoft Select Master Agreement or Microsoft Enterprise Agreement; (ii) any enterprise subscription enrollment entered into under a separate Microsoft Enterprise Subscription Agreement; or (iii) any other enrollment submitted under the Microsoft Enterprise Agreement identified on the cover page. All other definitions in the Microsoft Enterprise Agreement identified above apply here. Effective date. If you are renewing Software Assurance from one or more previous "Qualifying Enrollments" then the effective date will be the day after the first Enrollment expires. Otherwise the effective date will be the date this enrollment is signed by us. Where a previous Qualifying Enrollment is being used, your reseller will require that enrollment number and end date to complete the applicable boxes above. Term. This enrollment will expire 36 full calendar months from the effective date. It could be terminated earlier or renewed as provided in the Microsoft Enterprise Agreement. We will advise you of your renewal options before it expires. Representations and warranties. By signing this enrollment, the parties agree to be bound by the terms of this enrollment, and you represent and warrant that: (i) you have read and understand the Microsoft Business Agreement identified above (if any) and the Microsoft Enterprise Agreement, including all documents it incorporates by reference and any amendments to those documents, and agree to be bound by those terms; and (ii) you are either the entity that signed the Microsoft Enterprise Agreement or its affiliate. Non -exclusivity. This enrollment is non-exclusive. Nothing contained in it requires you to license, use or promote Microsoft software or services exclusively. You may, if you choose, enter into agreements with other parties to license, use or promote non -Microsoft software or services. SLG Microsoft Enterprise 6.4 Enrollment Cover page (Indirect)(North America) May 2007 N36 R-u-aL.- to -licit Page 1 of 12 This enrollment consists of (1) this cover page, (2) the Contact Information Page(s), (3) the Enterprise order information, (4) the Reseller Information Form, (5) the Media Order Form, and (6) the Core User CAL Terms and Conditions (if applicable). Customer Name of entity * CITY OF ROUND ROCK Contracting Mic; c'sofl Affiliate Microso il ; P Signature * � ^ �!/`A---—. Signature ,,/ -kms Printed name * Ala ii Mc (Tr"' W "� Printed name {1i18S t Program Manan - Comp�►ance Printed title * 'v ` Printed title Signature date * 2 • lb .11 C Signature date (date Microsoft affiliate countersigns) fa lDw * indicates required fields Effective date (may be different than our signature date) Microsoft Volume Licensing web sites (Note We wdl advise you of any changes to these URLs ) Product use rights Product List Microsoft Volume Licensing Services (MVLS) •assword •rotected site to view orders under this enrollment Customer guide http://microsoft.com/licensing http://microsoft.com/licensinq https://licensing.microsoft.com/ http://microsoft.com/licensing/programs/ Notices to Microsoft should be sent to: MSLI, GP 6100 Neil Road, Suite 210 Reno, Nevada USA 89511-1137 Dept. 551, Volume Licensing Copies should be sent to: Microsoft Law and Corporate Affairs One Microsoft Way Redmond, WA 98052 USA Volume Licensing Group (425) 936-7329 fax Attachments: El Media Order Form (required) 0 Core User CAL Terms and Conditions, if applicable 0 MS Capital Form, if applicable Customer. Please remit to your reseller. Reseller Please remit to Microsoft. SLG Microsoft Enterprise 6.4 Enrollment (Indirect)(North America) May 2007 Cover page N36 Page 2 of 12 1. Contact information. Each party will notify the other in writing if any of the information in the following contact information page(s) change. The * indicates required fields. By providing contact information, you consent to its use for purposes of administering this enrollment by us, our affiliates, and other parties that help us administer this enrollment. Primary contact information: The customer signing on the cover page must identify an individual from inside its organization to serve as the primary contact. This contact is the default online administrator for this enrollment and receives all notices unless you provide us written notice of a change. The online administrator may appoint others as administrators and grant others access to online information. Customer Name of entity * CITY OF ROUND ROCK Contact name * Last Douglas First Heath Street address * 221 E. Main Street Contact email address (required for online access)* hdouglas@round-rock.tx.us City * Round Rock State/Province * TX Phone 512-218-5400 Country * USA Postal code * 78664 Fax Notices and online access contact information: Complete this only if you want to designate a notices and online access contact different than the primary contact. This contact will become the default online administrator for this enrollment and receive all notices. This contact may appoint other administrators and grant others access to online information. Notices and online access contact I Same as primary contact Name of entity Contact name Last First Street address Contact email address (required for online access) City State/Province Phone Country Postal code Fax SLG Microsoft Enterprise 6.4 Enrollment Contact information (Indirect)(North America) May 2007 N36 Page 3 of 12 Language preference: This section designates the language in which you prefer to receive notices. English Additional electronic contractual notices contact information: This contact will receive electronic contractual notices in addition to the notices contact. This contact is not required if you do not want an additional set of notices issued. Electronic contractual notices contact Name of entity City of Round Rock Contact name Last Douglas First Heath Street address 221 E. Main Street Contact email address (required for electronic notices) hdouglas@round-rock.tx.us City Round Rock State/Province TX Phone 512-801-4520 Country United States Postal code 78664 Fax Software Assurance benefits contact: This contact will receive communications concerning Software Assurance benefits, and any additional TechNet subscriptions that have been ordered separately from Software Assurance under this enrollment. This contact is optional. If this contact is not completed, any notices for Software Assurance benefits will default to the notices and online contact. Software Assurance benefits contact Name of entity Contact name Last First Street address Contact email address (required for electronic notices) City State/Province Phone Country Postal code Fax SLG Microsoft Enterprise 6.4 Enrollment Contact information (Indirect)(North America) May 2007 N36 Page 4 of 12 MSDN contact: This contact will receive communications concerning registration for MSDN products ordered under this enrollment. This contact is optional. If this contact is not completed, any notices for MSDN will default to the notices and online contact. MSDN contact Name of entity Contact name Last First Street address Contact email address (required for electronic notices) City State/Province Phone Country Postal code Fax Microsoft account manager: This section designates your Microsoft account manager contact. Microsoft account manager name Microsoft account manager email address @microsoft.com SLG Microsoft Enterprise 6.4 Enrollment (Indirect)(North America) May 2007 N36 Contact information Page 5 of 12 2. Defining your enterprise. Use this section to identify which affiliates will be included in your enterprise. Your enterprise must consist of entire government agencies, departments or legal jurisdictions, not partial government agencies, departments, or legal jurisdictions. Each affiliate must be entirely "in" or entirely "out." All affiliates acquired after the effective date of this enrollment that are not party to a Qualifying Enrollment of their own will automatically be included unless you fill in part b below. a. Use I this part (a) to determine which current affiliates will be included in your enterprise. Check only one of the boxes in part (a). Only you (and no other affiliates) will be participating You and the following affiliates will be participating (attach a list of names on a separate piece of paper if more than 10 affiliates are being included): 1 2 3 4 5 6 7 8 9 10 b. Use effective consolidate Enrollment this part (b) to indicate whether affiliates with which you consolidate after the enrollment date will be included. Unless you check the box below, all affiliates you with after the enrollment effective date that are not party to a Qualifying of their own will automatically be included. Exclude all affiliates consolidated with after the enrollment effective date that are not party to a Qualifying Enrollment of their own. SLG Microsoft Enterprise 6.4 Enrollment (Indirect)(North America) May 2007 N36 Enterprise order information Page 6 of 12 3. Selecting your language option. Select the option for the languages in which you will run the products licensed under this enrollment. The options and their corresponding languages are identified here. Arabic Bulgarian Chinese Simplified Chinese Traditional Croatian English' Hebrew Indic Japanese Korean Portuguese (Brazil) Romanian Russian Serbian Spanish2 Thai Turkish Ukrainian 1 English is a Listed Language if this enrollment is signed outside of the following countries and a Restricted Language if this enrollment is signed inside these countries: Austria, Belgium, Cyprus, Czech Republic, Denmark, Estonia, France, Finland, Germany, Greece, Hungary, Iceland, Ireland, Italy, Latvia, Lithuania, Luxembourg, Malta, Netherlands, Norway, Poland, Portugal, Slovakia, Slovenia, United Kingdom, Switzerland, Sweden, or Spain. English is a "Listed Language", except when restricted as described in the "Restricted Languages" list (see footnote 3) All Languages Danish Dutch English' Finnish French3 German Greek Italian Norwegian Portuguese (Portugal) Spanish2 Swedish Czech Estonian Hungarian Latvian Lithuanian Polish Slovenian Slovak 2 Spanish is a Listed Language only if this enrollment is signed in Latin America and is otherwise Restricted Language. 3 French is a "Listed Language," if signed in Canada • Select All Languages to run your products in any of the Listed, Extended or Restricted Languages. This option also allows you to run Multi -Language packs for your products. • Select Listed Languages to run your products in those languages. • Select Extended Languages to run your products in those languages. • If you select the Listed or Extended Languages option you may run up to 10% of the copies of each of your products in All Languages. Check one box ❑ Listed Languages • All Languages ❑ Extended Languages SLG Microsoft Enterprise 6.4 Enrollment Enterprise order information (Indirect)(North America) May 2007 N36 Page 7 of 12 4. Language allocation. Provide us with your good faith estimate of the specific languages in which you will run all copies of all products and the approximate percentage of those copies you will run in each language. Information that you provide here does not limit your future use of products under this enrollment in any permitted language within the language group you select above. Attach a separate sheet if more space is needed. Language English 5. Applicable currency. Payments made in connection with this enrollment must be in U.S. Dollars Percentages 100%% 6. Establishing your price level. The price level for enterprise products is determined by the terms and conditions of the enterprise agreement. Your price level for additional products will be level "D". Qualified desktops: You represent that the total number of qualified desktops in your enterprise is, or will be increased to, this number during the initial term of this enrollment (This number must be equal to at least 250 desktops). 800 Qualified users: You represent that the total number of qualified users in your enterprise is, or will be increased to, this number during the initial term of this enrollment (This number must be equal to at least 250 users). SLG Microsoft Enterprise 6.4 Enrollment (Indirect)(North America) May 2007 N36 Enterprise order information Page 8 of 12 7. Enterprise product orders. Your reseller will provide you with your product pricing and order. Your prices and payment terms for all products ordered will be determined by agreement between you and your reseller. Your reseller will provide us with your order separately from this enrollment. We will invoice your reseller in three equal annual installments for the enterprise products covered by your initial order. The first installment will be invoiced to your reseller upon our acceptance of this enrollment; the remaining installments will be invoiced at the next two anniversaries of the enrollment effective date. We will invoice your reseller for the enterprise products covered by any true up orders in total upon our acceptance of each true up order. Select the enterprise products to be covered by your initial order. If you select the Core CAL, you must select either desktop or user licenses. Enterprise Products Desktop Licenses User Licenses Windows Desktop Operating System Upgrade I Office Professional Plus' I Office Enterprise ❑ Office Standard 1 ❑ Core Client Access License 1, 2 ❑ ❑ Enterprise Client Access License Suite'' 2 ❑ I Exchange Server Client Access License Standard2 ❑ ❑ Exchange Server Client Access License Enterprise 2 ❑ ❑ Office SharePoint Server Client Access License Standard 2 ❑ ❑ OfficeSharePoint Server Client Access License Enterprise2 ❑ ❑ Windows Server Client Access License 2 ❑ ❑ Systems Management Server Configuration Management License ❑ ❑ Systems Center Operations Manager Client Operations Management License ❑ ❑ SLG Microsoft Enterprise 6.4 Enrollment (Indirect)(North America) May 2007 Enterprise order information N36 Page 9 of 12 Windows Terminal Services Client Access License 2 ❑ ❑ Office Communication Server Client Access License Standard 2 ❑ ❑ Office Communication Server Client Access License Enterprise 2 ❑ ❑ SQL Server Client Access License 2 ❑ ❑ Microsoft Rights Management Services ❑ ❑ Microsoft Forefront Security Suite ❑ ❑ 1 The components of the current versions of Office Professional, Office Standard and the current versions of the components that make up the Core CAL, are identified in the Product List. 2 If you select a User CAL and the agreement identified on the cover page is version 6.1 or earlier, the User CAL Terms and Conditions apply. SLG Microsoft Enterprise 6.4 Enrollment (Indirect)(North America) May 2007 N36 Enterprise order information Page 10 of 12 8. Addition/ Products We will invoice your reseller for each additional product covered by your initial order in three equal annual installments. The first installment will be invoiced to your reseller upon our acceptance of this enrollment; the remaining installments will be invoiced at the next two anniversaries of the enrollment effective date. We will invoice your reseller for any new additional product not initially included in your enrollment in total upon our acceptance of your order. We will invoice your reseller for additional products initially included in your enrollment and covered by any true up order submitted during the initial term in total upon our acceptance of your true up order. 9. Qualifying systems licenses. All desktop operating system licenses provided under this program are upgrade Licenses. No full operating system licenses are available under this program. Therefore, if you select the Windows Desktop Operating System Upgrade & Software Assurance, all qualified desktops on which you will run the Windows Desktop Operating System Upgrade must be licensed to run one of the qualifying operating systems identified in the Product List at http://www.microsoft.com/licensing. Note that the list of operating systems that qualify for the Windows Desktop Operating System Upgrade varies with the circumstances of your order. That list is more extensive at the time of your initial order than it is for some subsequent true ups and system refreshes during the term of your enrollment. 10. Renewal orders. For any 36 -month renewal, your renewal order will be invoiced to your reseller in three annual installments. The first installment will be invoiced upon our acceptance of the renewal order; the remaining installments will be invoiced at the next two anniversaries of the effective date of that renewal term. For any 12 -month renewal and for any true up orders, we will invoice your reseller in total upon our acceptance of your order. SLG Microsoft Enterprise 6.4 Enrollment (Indirect)(North America) May 2007 N36 Enterprise order information Page 11 of 12 Your reseller should complete the following sections and sign this form where indicated. General information Reseller company name: Dell Inc. Street address: Ki(PO boxes will not be accepted) e'? a�� , y . Signature „ ---71 City and State / Province and postal code: pwnd A', -,k 7, Im Grove, IL , , 6 Z Country: US Contact name: Nathan Schramm er- 17 5 Phone number: 847-465-3700 Date ?i tZotl / Fax number: 847-465-3277 Email address: jathan_schramm@del .CQ G{5, Mc_ VL - f1-64-,,-9 ,- P. / co-.-, The undersigned confirms that the reseller information is correct. Name of reseller Dell Inc. Signature „ ---71 Printed name Nathan Schramm Printed , title fir -_5 ' B er- 17 5 {- Date ?i tZotl / SLG Microsoft Enterprise 6.4 Enrollment (Indirect)(North America) May 2007 N36 Reseller information form Page 12 of 12 Microsoft Volume Licensing Enterprise and Enterprise Subscription Media Election Form Entity name* CITY OF ROUND ROCK (must be same as Enrollment primary contact) Enrollment number For the purposes of this form, "entity" can mean the signing entity, Customer, Enrolled Affiliate, Integrator, Institution,or other party entering into a volume licensing program agreement. This form identifies entity's software comprehensive and subscription kit preferences. All software for this program is available for download at https://licensing.microsoft.com under fulfillment guide. Entity may choose to receive physical media delivery in addition to this download facility, if not claiming a digital download sales tax/use tax exemption. Terms used but not defined in this form have the meanings given to them in entity's Enrollment. The comprehensive kit delivery address information identifies the delivery location. A comprehensive kit is not shipped to renewing entities. Microsoft reserves the right to discontinue media shipments or charge for them in the future. All CD/DVD-ROM subscriptions and licenses that Microsoft provides (if any) under this enrollment are delivered on a DDU (INCOTERMS 2000) port of entry in entity country basis. Entity is solely responsible for compliance with all associated costs and procedures, including customs and import requirements, and for paying all customs duties,' import value added taxes, and other governmental fees and taxes, applicable to the importation of all such CD/DVD-ROM subscriptions and licenses and all accompanying documentation into entity's country, as well as any and all loading, downloading, transportation and mobilization costs. Microsoft may, at its sole discretion, act in entity's name and behalf, in any given shipment, to carry out and bear the costs related to the customs formalities. In any event, after any such CD/DVD-ROM subscriptions and licenses reach the port of entry in entity's country, (1) Microsoft has completed its delivery obligations with respect to such merchandise, and (2) all risk of delay, loss, apprehension or seizure of or damage to the CD/DVD—ROM subscriptions and licenses, including the carrier medium and related documentation, will be transferred from Microsoft to entity. The charges for Licenses and any purchase of media may be subject to sales taxes based upon where delivery occurs. If entity is exempt from sales taxes in the delivery location, please provide the applicable sales tax exemption documentation with entity's Enrollment. Media Delivery Contact. This is the contact at the ship to address/digital download location. Excise taxes will be applied based on the address given below. Sales/excise tax exemption documentation, if any, must be valid for and apply to the Media Delivery Contact's address. Entity agrees to receive all software and licenses at the address below. See "Sales/Excise /PST Tax Status" section in the Enrollment. Name of entity* CITY OF ROUND ROCK Contact name*: First Heath Last Douglas Contact email address (required for online access)* hdouglas@round-rock.tx.us Street address (no PO boxes accepted)* 221 E. Main Street City* ROUND ROCK State/Province TX Postal code* 78664- (For US addresses, please provide the zip + 4, e.g. xxxxx-xxxx) County Williamson County Country* US Phone* 512.801.4520 Fax 512.218.7097 In City Limits (Please check if delivery/download is made within city limits.) Estimated Tax Rate EXEMPT EA-EASMediaElectionForm(NA)(ENG)(Oct2010) Page 1 of 3 If entity chooses below to receive media in addition to the software download option available at https://licensinq.microsoft.com, entity's selected media preference will be noted in Microsoft's systems so entity may automatically receive that media preference. Please note that DVD kits will include DVDs if available. If media is not available on DVDs, then CDs will be provided. Likewise, CD kits will include CDs if available; if CDs are not available, DVDs will be included. Warning: If the entity claims a digital download sales/use tax exemption/exclusion, ordering or receiving ANY physical media, including, but not limited to, copies of Licenses and/or Software Assurance Benefits, may cause this enrollment to be subject to sales/use tax, and may trigger additional invoices. If the entity claims a digital download exemption/exclusion, ALL rights/licenses/products MUST be digitally downloaded if the Enrolled Affiliate intends to maintain its claim of the digital download sales/use tax exemption/exclusion. Does entity request a comprehensive kit? (This option does not apply to renewing entities) Yes Does entity request subscription updates? Yes EA-EASMediaElectionForm(NA)(ENG)(Oct201 0) Page 2 of 3 Media election form (continued) For each language and group entity chooses to receive, corresponding box with an X Language mark the Enterprise Kit English 0 English/Multi-Language ■ Arabic ■ Brazilian Portuguese ■ Bulgarian II Chinese Simplified ■ Chinese Traditional ❑ Chinese Traditional Hong Kong/Pan-Chinese ■ Croatian ■ Czech • Danish ■ Dutch • Estonian • Finnish E French • German ■ Greek ■ Hebrew • Hungarian • Indic • Italian I■ Japanese ■ Korean • Latvian M Lithuanian II Norwegian • Polish I■ Portuguese • Romanian • Russian MI Serbian Latin • Slovak IN Slovenian M Spanish • Swedish MI Thai ❑ Turkish ❑ Ukrainian • Not Available EA-EASMediaElectionForm(NA)(ENG)(Oct2010) Page 3 of 3