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Contract - SHI Government Solutions/Microsoft - 3/23/2017 c 0 P Y 0` `,' Microsoft Volume L.icens Enterprise Enrollment State and Local Enterprise Enrollment number77938892 Framework ID (Microsoft to complete) (if applicable) Previous Enrollment number 7333761 (Reseller to complete) This Enrollment must be attached to a signature form to be valid. This Microsoft Enterprise Enrollment is entered into between the entities as identified in the signature form as of the effective date. Enrolled Affiliate represents and warrants it is the same_Customer, or an Affiliate of the Customer, that entered into the Enterprise Agreement identified on the program signature form. This Enrollment consists of: (1) these terms and conditions, (2) the terms of.the Enterprise Agreement identified on the signature form, (3) the Product Selection Form, (4)the Product Terms, (5) the Online Services Terms, (6) any Supplemental Contact Information Form, Previous Agreement/Enrollment form, and other forms that may be required, and (7) any order submitted under this 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,of the Enterprise Agreement. All terms used but not defined are located at http://,www:microsoft.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"Expiration;`Date of the initial term. Otherwise, the effective date will be the date this Enrollment is accepted by Microsoft. Any reference to "anniversary date" refers to the anniversary of the effective date of the applicable initial or renewal term for each year this Enrollment is in effect. Term. The initial term of this Enrollment will expire on the last day of the month, 36 full calendar months from the effective date`of,the initial;term. The renewal term will expire 36 full calendar months after the effective date of the renewal term. Terms and Conditions 9. .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. EA2016EnrGov(US)SLG(ENG)(Nov2016) Page 1 of 10 p Document X20-10634 I i i I copy '� Membership in the Community is ultimately at Microsoft's discretion, which may vary by Government i 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 thee-Unitb&,States Government. "Government" means a Federal Agency, State/Local Entity, or Tribal Entity act ri..Jn its-governmental capacity. "Government Community Cloud Services" means Microsoft Online Services tfat'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.;Pufjlication 800-145. Microsoft Online Services that are Government Community Cloud Services are.,designated as such in the Use Rights and Product Terms. s "Industry Device" (also known as line of business device) means any,adevice 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,fgr 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 devoe 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;a.ny<devic'e that is used by or for the benefit of Enrolled Affiliate's Enterprise and is: (1) a personal desktop corpputer, portable computer, workstation, or similar device capable of running Windows Pro locally(jn,acphysical or virtual operating system environment), or(2)a device used to access a virtual desktop inf�asfrucfdre ("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 Enrollea.Affiliate may designate any device excluded above (e.g., Industry Device) that is used by*or,for tie ben'fit 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 Qualifetl',,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. I EA2016EnrGov(US)SLG(ENG)(Nov2016) Page 2 of 10 Document X20-10634 i i COPY "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 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 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,Dev'ices'not covered by a License are only used by users covered with a user License). (ii) Enterprise Online Services only If nq `Enterprise Product is ordered, then Enrolled Affiliate need only maintain at least 250 Subscription Licenses for Enterprise Online Services. a b. Additional Products. ,.•Upon'"satisfying the minimum order requirements above, Enrolled Affiliate may order Additional•P.roducts:. c. Use Rights for Enterprise Products.'For Enterprise Products, if a new Product version has more restrictive use ri jhts'than`the version that is current at the start of the applicable initial or renewal term of;tlie 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 I on its initial order'and on any additional orders. e. Resells. !F.4011ed Affiliate must choose and maintain a Reseller authorized in the United Staff s&-Enrolled Affiliate will acquire its Licenses through its chosen Reseller. Orders must be 6b.mitted to the Reseller who will transmit the order to Microsoft. The Reseller and Enrolled. tAffiliate 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 5 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 i I COPY (ii) Adding Licenses for previously ordered Products. Additional Licenses for previously j ordered Products other than Online Services may be added at any time but must be included in the next true-up order. Additional Licenses for Online Services must be ordered prior to use, unless the Online Services are (1) identified as eligible for true-up in the Product Terms or(2) included as part of other Licenses. g. True-up requirements. Enrolled Affiliate must submit an annual true-up order that accounts for any changes since the initial order or last order. If there are no changes, then an update statement must be submitted instead of a true-up order. (i) Enterprise Products. For Enterprise Products, Enrolled Affiliate must determine the number of Qualified Devices and Qualified Users (if ordering user-based Licenses),at the time the true-up order is placed and must order additional Licenses for all Qualified D`6vices and Qualified Users that are not already covered by existing Licenses Jruclng any Enterprise Online Services. (ii) Additional Products. For Additional Products that have been prey ouslyvordered under this Enrollment, Enrolled Affiliate must determine the max6uCri number of Additional Products used since the latter of the initial order, the last,,fr"ueup,.,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,.el,lgibl,6 for true-up in the Product Terms, Enrolled Affiliate may place a reservation order fo�!the additional Licenses prior to use and payment may be deferred until the next-, ext true-up order. Microsoft will provide a report of Reserved Licenses ordered but''r qt 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. `Eiaroll.ed 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 qua,rtty of Licenses and Software Assurance for an applicable group meets or'exceeds the?,quantity of Qualified Devices and Qualified Users (if ordering user-based,,(icenses)''iclentified on the Product Selection Form,and includes any additionalQual'ified Devices and Qualified Users added in any prior true-up orders. Step-up Licenses do,not count towards this total count. 2) For,Enterprise Online Services that are not a part of an Enterprise-wide purchase, Licenses,'"can;be reduced as long as the initial order minimum requirements are maintained. 3),,;Foy-'Additional Products available as Subscription Licenses, Enrolled Affiliate may reclucii the Licenses. If the License count is reduced to zero, then Enrolled Affiliate's .,Qa e of the applicable Subscription License will be cancelled. r `Invoice's 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 i COPY ;1 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 Affiiiate'frr�ay 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,fQIJP6wiN 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:Dy email and a reasonable opportunity for Enrolled Affiliate to object to the correction'.:., Clerical errors include minor mistakes, unintentional additions and omissions. This``' visi'n does not apply to material terms, such as the identity, quantity or price of a=Product. rdered. j. Verifying compliance. Microsoft may, in its discretion and at its expense, verify compliance with this Enrollment as set forth in the Enterpnse,Agreement. 3. Pricing. 1' qv a. Price Levels. For both the initial.and any:renewal term Enrolled Affiliate's Price Level for all Products ordered under this Enrollrrient will be Level"D"throughout the term of the Enrollment. b. Setting Prices. Enrolled Affilllate'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 longas, 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 pr-renewal Enrollment term. Microsoft's prices to Resellers are reestablished at the beginning of the_r hewal term. 4. PaymentPerms: ' `, .._.. For the initial or-.renewal order, Enrolled Affiliate may pay upfront or elect to spread its payments over the applicable Enrol lment'',�term. If an upfront payment is elected, Microsoft will invoice Enrolled Affiliate's Reseller-i1ffull`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 insfallment will'be invoiced upon Microsoft's acceptance of this Enrollment and remaining installments will be invoiced on each subsequent Enrollment anniversary date. Subsequent orders are invoiced upon acceptance of the order and Enrolled Affiliate may elect to pay annually or upfront for Online Services and upfront for all other Licenses. 1 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. I i EA2016EnrGov(US)SLG(ENG)(Nov2016) Page 5 of 10 Document X20-10634 COPYi I 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 j 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 featureThat 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.th'e then-current published price as of the Expiration Date plus a 3% administrative`fe-If enrolled Affiliate wants an Extended Term, Enrolled Affiliate must submit a requesf 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 termiriate the Extended Term by submitting a notice of cancellation to Micrgsoft 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`br issued the notice. (iii) Subscription License,'s,and;&,line 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, .Qny, associated media must be uninstalled and destroyed and Enrolled Affiliates= Enterprise must discontinue use. Microsoft may request written certification to ve�ify..,.coinpliance. 1 d. Terminatio 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'Enrolletl Affiliate or any Affiliate in the Enterprise that uses Government Community Cloiud'Services fails to meet and maintain the conditions of membership in the definitigrj of-mmunity. e. Early termination. Any early termination of this Enrollment will be subject to the "Early 1Termination" 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 I EA2016EnrGov(US)SLG(ENG)(Nov2016) Page 6 of 10 Document X20-10634 i i I COPY 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-Government Community Cloud Services in the same domain. d. Use Rights for Government Community Cloud Services. For Government`GorRmunity Cloud Services, notwithstanding anything to the contrary in the Use Rights: (i) Government Community Cloud Services will be offered only within the Un.ited,States. (ii) Additional European Terms, as set forth in the Use Rights, will not,apply' (iii) References to geographic areas in the Use Rights with respect location of Customer Data at rest, as set forth in the Use Rights, refer only to the United,States:` ,I. V:. ..t I I I EA2016EnrGov(US)SLG(ENG)(Nov2016) Page 7 of 10 1 Document X20-10634 I c 0 P Y M" Microsoft Volume Licensi Program Signature Form MBA/MBSA number Agreement number 01E73535 Note. Enter the applicable active numbers associated with the documents below. Microsoft requires the associated active number be indicated here, or listed below as new. For the purposes of this form, "Customer' can mean the signing entity, Enrolled Affiliate, Government Partner, Institution, or other party entering into a volume licensing program agreement. This signature form and all contract documents identified in the table below are entered into between the Customer and the Microsoft Affiliate signing, as of the effective date identified below. Contract D. • • - Enter rise Enrollment Indirect X20-10634 Product Selection Form 0575036.006 sf By signing below, Customer and the Microsoft Affiliate agree that both parties (1) have received, read and understand the above contract documents, including any websites or documents incorporated by reference and any amendments and(2)agree to be bound by the terms of all such documents. Customer Name of Entity(must be leggi entity name)*City of Round Rock Signature* Printed First and Last Name* AlAV' G CtMW Printed Title May Q'R-_ Signature Date* �, � , `�- Tax ID indicates required field Microsoft 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) GC RA)N. ProgramSignForm(MSSign)(NA,LatAm)ExBRA,MLI(ENG)(Aug2014) Page 1 of 2 i copy : Optional 2nd Customer signature or Outsourcer signature(if applicable) -Customer - Name of Entity (must be legal entity name)* Signature* Printed First and Last Name* Printed Title Signature Date* indicates required field sw 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 j i i ProgramSignForm(MSSign)(NA,LatAm)ExBRA,MLI(ENG)(Aug2014) Page 2 of 2 I COPY 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 t ❑ 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: r b. Please indicate whether the Enrolled Affiliate's Enterprise will include all new Affiliates acquired after the start of this Enrollment: Include future Affiliates 2. Contact information. Each party will notify the other in writing if any of the information in the following contact information page(s) changes. The asterisks (*) indicate required fields. By providing contact information, Enrolled Affiliate consents to its use for purposes of administering this Enrollment by Microsoft, its Affiliates,and other parties that help administer this Enrollment. The personal information provided in connection with this Enrollment will be used and protected , in accordance with the privacy statement available at https://www.microsoft.com/licensing/sdrvicetenter. a. Primary contact. Tliis 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 Round Rock Contact name*First Heath Last Douglas Contact'email address* hdouglas@roundrocktexas.gov Street address* 221 E. Main Street City* Round Rock State/Province* TX Postal code* 78664-5271- (For U.S. addresses, please provide the zip+4, e.g. xxxxx-xxxx) Country* United States Phone* 512.801.4520 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 j Document X20-10634 i COPY 0 Same as primary contact(default if no information is provided below, even if the box is not checked). Contact name* First Heath Last Douglas Contact email address* hdouglas@roundrocktexas.gov Street address* 221 E. Main Street City* Round Rock State/Province* TX Postal code*78664-5271- (For U.S. addresses, please provide the zip+4, e.g. xxxxx-xxxx) Country* United States Phone*512.801.4520 Language preference. Choose the language for notices. English ❑ This contact is a third party (not the Enrolled Affiliate). Warning: Thisebrtact`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. ;t ❑ Same as notices contact and Online Administrator.:*fault if`ho information is provided below, even if box is not checked) Contact name*: First Heath Last Douglas Contact email address* hdouglas@roundrockte�eis,gov" Phone*512.801.4520 ❑This contact is from a third party organization(notfhe entity). Warning: This contact receives personally identifiable information of tfe.en_tity *indicates required fields ?; t", d. Reseller information. Reseller contact for this Enrollment is: Reseller company name*SHI Infers tional Corp. Street address(PO boxes`wfll npt tie accepted)*290 Davidson Ave City* Somerset State/Province* NJ ;<= Postal code* 08873 Country* United tate§ Contact name*'Neolefte Koleszar Phone*888-764=8888 Contact email.`address* msteam@shi.com *indica'tes required fields By signing,,below, the Reseller identified above confirms that all information provided in this ­'Enrollmentl-is 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) Page 9 of 10 Document X20-10634 i I i i i COPY 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? ❑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. EA2016EnrGov(US)SLG(ENG)(Nov2016) Page 10 of 10 Document X20-10634 I i ®` Microsoft Volurne Licensing c 0 P Y Previous Enrollment(s)/Agreement(s) Form Entity Name: City of Round Rock 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/ Transfer Transfer Purchasing Account/Affiliate Purchasing AccountlAffillate SA Benefi IVISDN Registration Description Registration Public Customer Contact t Subscribers Number Standard Enrollment 7333761 1 X X PrevEnrAgrForm(ww)(ENG)(Apr2016) Page 1 of 1 I COPY Enterprise Enrollment Product Selection Form Microsoft I Volume Licensing Proposal ID Enrollment Number 0575036.006 Language:English(United States) Enrolled Affiliate's Enterprise Products and Enterprise Online Services summary for the initial order: Qualified Device/User CAL Licensing Profile Devices Qualified Users Ratio Enterprise Product Platform Model Enterprise 700 870 0.8 Yes User Licenses Field Worker 160 160 1.0 No User Licenses Total 860 1,030 Products Enterprise Quantity Field Worker Quantity Office 365 Plans Office 365(Plan G5)with PSTN Conferencing USL 10 - Client Access License(CAL) Core CAL Bridge for Office 365 160 Enterprise CAL Bridge for Office 365 70 - ECAL Bridge for Office 365 From SA 800 - Windows Desktop Windows Enterprise OS Upgrade 700 - Office 365 GOV E3 860 Office 365 GOV E1 - 160 Enrolled Affiliate's Product Quantities: Price Group 1 2 3 4 Enterprise Products Office Professional Pius+ Client Access License+ Client Access Win E3+Win E5+ Office 365 ProPlus+Office Office 365(Plans Ei,E3, License+Windows Win VDA+Secure 365(Plans E3,E4 and E5)+ E4 and E5)+Secure Inlune+EMS USL+ Productive Secure Productive Enterprise Productive Enterprise Secure Productive Enterprise Enterprise Quantity 870 1030 0 700 Enrolled Affiliate's Price Level: Product Offering f Pool Price Level Page 1 of 2 EA-EASProdSelForm(WW )(ENG) MS Quote COPY Enterprise Enrollment Product Selection Form Microsoft I Volume Licensing Enterprise Products and Enterprise Online Services USI-s:Unless otherwise indicated in associated contract documents,Price level set using the highest quantity from Groups 1 through 4. D Additional Product Application Pool:Unless otherwise Indicated in associated contract documents,Price level set using quantity from Group 1. D Additional Product Server Pool:Unless otherwise indicated in associated contract documents,Price level set using the highest quantity from Group 2 or 3. D Additional Product Systems Pool:Unless otherwise indicated in associated contract documents,Price level set using quantity from Group 4. D 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 Government Entity Addendum pricing provision for more details on price leveling. Note 6:Bridge CAL,Office 365 Plan E3 Add Ons,EMS Add Ons,Windows Ent SA Per User Add Ons,and Enterprise Cloud Suite Add On quantities are not included for Price Leveling,as License quantities are determined by the corresponding Enterprise Online Service(s). Page 2 of 2 EA-EASProdSelForm(V*V)(ENG) MS Quote F Y CERTIFICATE OF INTERESTED PARTIES FO S loll Complete Nos.1-4 and 6 it there are interested parties. OFFICE USE ONLY Complete Nos.1,2,3,5,and 6 if there are no interested parties, CERTIFICATION OF FILING 1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number: of business. SHI Government Solutions 2017-174368 Austin,TX United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is 03/03/2017 being filed. City of Round Rock Date Acknowledged: 3 Provide the identification number used by the governmental entity or state agency to track or Identify the contract,and provide a description of the services,goods,or other property to be provided under the contract. Microsoft EA Paperwork Microsoft EA Paperwork 4 Nature of interest Name of Interested Party City,State,Country(place of business) (check applicable) Controlling Intermediary 5 Check only if there is NO Interested Party. a X 6 AFFIDAVIT I swear,or affirm,under penalty of perjury,that the above disclosure is true and correct, Jennifer Henderson r notsiry Public, State of Texas i` Expires,01/20/20t9 Signature of authorized age—nt--of contracting business entity AFFIX NOTARY STAMP/SEAL ABOVE / Swornso and subscribed before me,by the said _ I I l��GI 'J 0 n-e Sthis 20�— ' the day of to certify which,witness my hand and seal of office. f nl 61ct6- Signa ur of o icer administering oath Printed name of officer administering oath Title of officer administering Forms providell by Texas Ethics Commission vw vv.ethics.state,tx.us Version V1.0.277 -Y CERTIFICATE OF INTERESTED PARTIES ko,Rm 1 1of1 7-7 Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING 1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number: of business. 2017-174368 SHI Government Solutions Austin,TX United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is 03/03/2017 being filed. City of Round Rock Date Acknowledged: 03/09/2017 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a description of the services,goods,or other property to be provided under the contract. Microsoft EA Paperwork Microsoft EA Paperwork Nature of interest 4 Name of Interested Party City,State,Country(place of business) (check applicable) Controlling Intermediary 5 Check only if there is NO Interested Party. ❑ X 6 AFFIDAVIT I swear,or affirm,under penalty of perjury,that the above disclosure is true and correct. Signature of authorized agent of contracting business entity AFFIX NOTARY STAMP/SEAL ABOVE Sworn to and subscribed before me,by the said this the day of 20 ,to certify which,witness my hand and seal of office. Signature of officer administering oath Printed name of officer administering oath Title of officer administering oath Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.277