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2000 - Dell/ASAP Software - Microsoft SLG EA 6.0 Licensing AgreementProgram Signature Form 'ABA,mi nu,r er Agreememnumbar 01 E73134 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 farm and all contract documents identified in the table below are entered into between ine Customer and the Microsoft Affiliate signing, as of the effective date identified below. By signing below, Customer and the Microsoft Affiliate agree that both parties (1) have received, read and understand the above contract documents, including any websites or documents incorporated by reference and any amendments and (2} agree to be bound by the terms of all such documents_ Name of Entity (must be legal entity name)" City of Rosemead Signature` Printed First and Last Name' Matthew Hawkeswonh 1 Printed Title Assistant City Manager Signature Date' 7116115 Tax ID 95- 2079994 ' 3idicates regrnred roo - - - ?ioginmSgoPorme, {3 gn1(N0. laWm)ExBRA. LILgENG1(A,2014) Payel oft Signature ME IVIIIIV]V 1i- Eer�arel Printed FirsName Printed Tid JUL 1 9 Signature 'date M.SOft eraoh,o �2015 Cou y B8VE �..�. w., d no hi Agreement Effective Date uay be offauanl than M.cmeoRS si,rrhie, date) Optional 2n0 Customer signature or Outsourcer signature (if applicable) Name of Entity (must be legal entity name)* Signature' Printed First and Last Name` Printed Title Signature Date' `irtdicafes required field Name of Entity (must be legal entity name)' Signature'_ Printed First and Last Name' Printed Title Signature Date` _.- indmatesrequired6efd If Customer requires physical media, additional contacts or is reporting multiple previous Enrollments. Include the appropriate forms) 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 Nell Road, Suite 210 Reno, Nevada 89511 -1137 USA 'Q gr mS, IF (MSSignj(NA.L2Nin)FxBNA, MLI I Eqr mSgror (MSSignj(NA.L2Nm)F BNA, MLI I NG)tVU 2014) Page 2of2 31 1 N11cY050ft Volume Licensing Enterprise Enrollmeent State and Local Enterprise Enrollment number /� t-7/ / Proposal IDIF....rework ID (MV.vw 1 it inin}llo o N Previous Enrollment number 9153314 Earliest expiring previous 6/31/2015 rnmsouor ro uwrrpre!e) Enmllment entl date 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) any supplemental contact Information form or Previous Agreement/Enrollment form that may be required, (5) 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 cd 11www.mlcrosoftcom /Ilcensino( 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. 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 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. If the Enrollment is renewed, the renewal term will expire 36 full calendar months after the effective date of the renewal term. Any reference in this Enrollment to 'day" will be a calendar day. Product order. The Reseller will provide Enrolled Affiliate with Enrolled Affiliate s Product pricing and order. Prices and billing terms for all Products ordered will be determined by agreement between Enrolled Affiliate and the Reseller. The Reseller will provide Microsoft with the order separately from this Enrollment. Terms and Conditions 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 List and chosen by Enrolled Affiliate under this Enrollment. 'Enterprise Online Service' means any Online Service designated as an Enterprise Online Service in the Product List and chosen by Enrolled Affiliate under this Enrollment. Enterprise Online Services are treated as Online Services, except as noted. EA2014EnrGev (us)SLC(ENG)IDen2014) Pege 1 of 10 Document x2010632 "Enterprise Product' means any Desktop Platform Product that Microsoft designates as an Enterprise Product in the Product List 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. '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. 'LBSA" means a License with Software Assurance for any Product ordered. 'Qualified Device' means any device that is used by or for the benefit of Enrolled Affiliates Enterprise and is: (1) a personal desktop computer, portable computer, workstation, or similar device capable of running Windows Professional locally (in a physical or virtual operating system environment), OR (2) a device used to access a virtual desktop infrastructure ('VDI')_ Qualified Devices do not includeany device that is: (1) designated as a server and not used as a personal computer, OR (2) an Industry Device. OR (3) not managed (as defined in the Product List at the start of the applicable initial or renewal term of the Enrollment) as part of Enrolled Affiliate's Enterprise. At its option. the Enrolled Affiliate may designate any device excluded above (e.g., Industry Device) that is used by or for the benefit of the Enrolled Affiliate's Enterprise as a Qualified Device for all or a subset of Enterprise Products or Online Services the Enrolled Affiliate has selected. "Qualified Use(' means a person (e.g., employee, consultant, contingent staff) who (1) is a user of a Qualified Device, or (2) accesses any server software requiring an Enterprise Product Client Access License or any Enterprise Online Service. It does not include a person who accesses server software or an Online Service solely under a License identified in the Qualified User exemptions in the Product List. Reserved License" means for an Online Service identified as eligible for true -ups in the Product List, the License reserved by Enrolled Affiliate prior to use and for which Microsoft will make the Online Service available for activation. "Transition' means the conversion of one or more License to or from another License(s). Products eligible for Transition and permitted Transitions are identified in the Product List. "Transition Period' means the time between the Transition and the next Enrollment anniversary date for which the Transition is reported. 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 Use Rights. The Use Rights for Online Services are published in the Online Services Terms, 2. Order requirements. a. Minimum Order requirements, Enrolled Affiliate's Enterprise must have a minimum of 250 Qualified Users or Qualified Devices. The initial order must include at least 250 Licenses for Enterprise Products or Enterprise Online Services. (i) Enterprise Commitment. If ordering any Enterprise Products, Enrolled Affiliate's order must include coverage for all Qualified Users and /or all Qualified Devices in any Product EA2014EnrGov (US)9LG(ENG)(Oec2014) Pace 2 o 10 Document X20 10632 pool an Enterprise Product is ordered in. Enrolled Affiliate may elect to mix Enterprise Products and the corresponding Enterprise Online Services within a Product pool as long as all devices not covered by an Enterprise Product are only used by users covered with a per user license. (ii) Enterprise Online Services. If ordering Enterprise Online Services only, then Enrolled Affiliate must maintain at least 250 Subscription Licenses. b. Additional Products. Upon satisfying the minimum order requirements above, Enrolled Affiliate may order Additional Products and Services. c. Use Rights for Enterprise Products. For Enterprise Products, if a new Product version has more restrictive use rights than the version that is current at the start of the applicable initial or renewal term of the Enrollment, those more restrictive use rights will not apply to Enrolled Affiliate's use of that Product during that term. d. Country of usage. Enrolled Affiliate must specify the countries where Licenses will be used on its initial order and on any additional orders. e. 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. (ii) Adding Licenses for previously ordered Products. Additional Licenses for previously ordered Products other than Online Services may be added at any time but must be included in the next true -up order. Additional Licenses for Online Services must be ordered prior to use, unless the Online Services are (1) identified as eligible for tri in the Product List or (2) included as part of other Licenses. f. True -up requirements. Enrolled Affiliate must submit an annual true-up order that accounts for any changes since the initial order or last order. If there are no changes, then an update statement must be submitted instead of a true -up order. (i) Enterprise Products. For Enterprise Products, Enrolled Affiliate must determine the number of Qualified Devices and Qualified Users (if ordering user -based Licenses) at the time the true -up order is placed and must order additional Licenses for all Qualified Devices and Qualified Users that are not already covered by existing Licenses, including any Enterprise Online Services. (ii) Additional Products. For Additional Products that have been previously ordered under this Enrollment, Enrolled Affiliate must delernime the maximum number of Additional Products used since the latter of the initial order.. the last true -up order, or the prior anniversary date and submit a true -up order that accounts for any increase. (iii) Online Services. For Online Services identified as eligible for true -up in the Product List, Enrolled Affiliate may reserve the additional Licenses prior to use Microsoft will provide a report of Reserved Licenses in excess of existing orders to Enrolled Affiliate and its Reseller. Reserved Licenses will be invoiced retroactively to the month in which they were reserved. (iv) Transitions. Enrolled Affiliate must report all Transitions. Transitions may result in an increase in certain Licenses to be included on the true -up order and a reduction of other Licenses for prior orders. Reductions in Licenses will be effective at end of the Transition Period. For Licenses paid up front, Microsoft will issue a credit for the remaining months of Software Assurance or Subscription Licenses that were reduced as part of the Transition. LA2014EnrGOV(USSLG(E NG)(0ec2014) Page 3of 10 Ducrn-oh H2O -10632 (v) Subscription License reductions. Enrolled Affiliate may reduce the quantity of Subscription Licenses at the Enrollment anniversary dale on a prospective basis if permitted in the Product List, as follows: a) For Subscription Licenses that are part of an Enterprise -wide purchase, Licenses may be reduced if the total quantity of Licenses and Software Assurance for an applicable group meets or exceeds the quantity of Qualified Devices and Qualified Users (if ordering user -based Licenses) identified on the Product Selection Form, and includes any additional Qualified Devices and Qualified Users added in any prior true -up orders. Step -up Licenses do not count towards this total count. b) 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. c) For Additional Products available as Subscription Licenses, Enrolled Affiliate may reduce the Licenses. If the License count is reduced to zero, then Enrolled Affiliates use of the applicable Subscription License will be cancelled. Invoices will be adjusted to reflect any reductions in Subscription Licenses at the true -up order Enrollment anniversary date and effective as of such date. (vi) Update statement. An update statement must be submitted instead of a true -up order if, as of 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. (vifffiue -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 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. (viii) Late true -up order. If the true -up order or update statement is not received when due'. 1) Microsoft will invoice Reseller for all Reserved Licenses not previously ordered. 2) Transitions and Subscription License reductions cannot be reported until the following Enrollment anniversary date (or at Enrollment renewal, as applicable). g. 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. (Fi) If step -up Licenses are not included on an initial order, Enrolled Affiliate may step -up initially by following the process described In the Section titled "Adding new Products not previously ordered." then for additional step -up Licenses, by following the true -up order process. (iii) If Enrolled Affiliate has previously ordered an Online Service as an Additional Product and wants to step -up to an Enterprise Online Service eligible for a Transition, the step -up may be reported as a Transition. (iv) If Enrolled Affiliate Transitions a License, It may be able to further step -up the Transitioned License. If Enrolled Affiliate chooses to step -up and the step -up License is separately EA2014iGov(US SLG(ENG)Dec201a) Page 6 of 10 Document X20 -10632 eligible to be Transitioned, such step -up Licenses may result in a License reduction at the Enrollment anniversary date following the step -up. h. Clerical errors. Microsoft may correct clerical errors in this Enrollment, and any documents submitted with or under this Enrollment, by providing notice by email and a reasonable opportunity for Enrolled Affiliate to object to the correction. Clerical errors include minor mistakes, unintentional additions and omissions. This provision does not apply to material terms. such as the identity, quantity or price of a Product ordered. i. Verifying compliance. Microsoft may, in its discretion and at its expense, verify compliance with this Enrollment as set forth in the Enterprise Agreement. 3. Pricing a. Price Levels. For both the initial and any renewal term Enrolled Affiliate's Price Level for all Products ordered under this Enrollment will be Level "D" throughout the term of the Enrollment. It. Setting Prices. Enrolled Affiliate's prices for each Product or Service will be established by its Reseller. As long as Enrolled Affiliate continues to qualify for the same price level, Microsoft's prices for Resellers for each Product or Service will be fixed throughout the applicable initial or renewal Enrollment term. Price levels and Microsoft's prices for Resellers are reestablished at the beginning of the renewal term. However, if Enrolled Affiliate qualifies for a different price level during the applicable initial or renewal term, Microsoft may at its discretion establish a new price level for future new orders either upon Enrolled Affiliate's request or on its own initiative. Any changes will be based upon price level rules in the Product Selection Form, 4. Payment terms. For the initial or renewal order, Enrolled Affiliate may pay upfront or elect to spread its payments over the applicable Enrollment term. If spread payments are elected, unless indicated otherwise, Microsoft will invoice Enrolled Affiliate's Reseller in three equal annual installments. The first installment will be invoiced upon Microsoft's acceptance of this Enrollment and on each Enrollment anniversary date. Subsequent orders are invoiced upon acceptance of the order and Enrolled Affiliate may elect to pay annually or upfront for Online Services and upfront for all other Licenses. 5. Transitions. a. Transition requirements. (i) Licenses with active Software Assurance or Subscription Licenses may be Transitioned at any time If permitted In the Product List. Enrolled Affiliate may not, however, reduce the quantity of Licenses or associated Software Assurance prior to the end of the Transition Period. (ii) Enrolled Affiliate must order the Licenses to which it is transitloning for the year (s)following the Transition Period. (iii) If a Transition is made back to a License that had active Software Assurance as of the date of Transition, then Software Assurance must be re- ordered for all such Licenses on a prospective basis following the Transition Period. Software Assurance coverage may not exceed the quantity of perpetual Licenses for which Software Assurance was current at the time of any prior Transition. Software Assurance may not be applied to Licenses transferred by Enrolled Affiliate. (iv) If a device -based License is Transitioned to a user -based License, all users of the device must be licensed as part of the Transition. (v) If a user -based License is Transitioned to a device -based License, all devices accessed by the user must be licensed as part of the Transition. EA2014EnrG0v(U SISLG(ENG)( Dea2014) Page 5 of 10 Docuniont X20 -10692 b. Effect of Transition on Licenses. (I) Transition will not affect Enrolled Affiliate's rights in perpetual Licenses paid in full. (ii) New version rights will be granted for perpetual Licenses covered by Software Assurance up to the end of the Transition Period. (iii) For L &SA not paid in full at the end of the Transition Period, Enrolled Affiliate will have perpetual Licenses for a proportional amount equal to the amounts paid for the Transitioned Product as of the end of the Transition Period. (iv) For L &SA not paid in full or granted a perpetual License in accordance with the above or Subscription Licenses, all rights to Transitioned Licenses cease at the end of the Transition Period. 6. End of Enrollment term and termination. a. General. At the Expiration Date, Enrolled Affiliate must immediately order and pay for Licenses for Products it has used but has not previously submitted an order, except as otherwise provided in this Enrollment, b. Renewal Option. At the Expiration Date of the initial term, Enrolled Affiliate can renew Products by renewing the Enrollment for one additional 36 full calendar month term or signing a new Enrollment. Microsoft must receive a Renewal Form, Product Selection Form, and renewal order prior to or at the Expiration Date. The renewal term will start on the day following the Expiration Date. Microsoft will not unreasonably reject any renewal. Microsoft may make changes to this program that will make it necessary for Customer and its Enrolled Affiliates to enter into new agreements and Enrollments at renewal. c. If Enrolled Affiliate elects not to renew. (1) Software Assurance. If Enrolled Affiliate elects not to renew Software Assurance for any Product under its Enrollment, then Enrolled Affiliate will not be permitted to order Software Assurance later without first acquiring L &SA. (ii) Online Services eligible for an Extended Term. For Online Services identified as eligible for an Extended Term in the Product List, the following options are available at the end of the Enrollment initial or renewal term. 1) Extended Term. Licenses for Online Services will automatically expire in accordance with the terms of the Enrollment. An extended term feature that allows Online Services to continue month -to -month ('Extended Term') is available. During the Extended Term, Online Services will be invoiced monthly at the then - current published price for Enrolled Affiliate's price level as of the Expiration Date plus a 3% administrative fee for up to one year. If Enrolled Affiliate does want an Extended Term, Reseller must submit a request to Microsoft. Microsoft must receive the request not less than 30 days prior to the Expiration Date. 2) Cancellation during Extended Term. If Enrolled Affiliate has opted for the Extended Term and later determines not to continue with the Extended Term, Reseller must submit 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 the notice. (iii) Subscription Licenses and Online Services not eligible for an Extended Term. If Enrolled Affiliate elects not to renew, the Licenses will be cancelled and will terminate as of the Expiration Date. Any associated media must be uninstalled and destroyed and Enrolled Affiliate's Enterprise must discontinue use. Microsoft may request written certification to verify compliance. (iv) Customer Data. Upon expiration or termination of a License for Online Services, Microsoft will keep Customer's Data in a limited function account for 90 days so that Customer may EA2014 ErrGovi US jSLG(ENG11nec20141 Page 6 of 10 Uocumsnl X20-10632 extract it Enrolled Affiliate will reimburse Microsoft if there are any associated costs. After 90 days Microsoft will disable Enrolled Affiliate's account and will delete its Customer Data Enrolled Affiliate agrees that other than as described above, Microsoft has no obligation to continue to hold, export or return Enrolled Affiliate's Customer Data and that Microsoft has no liability whatsoever for deletion of Enrolled Affiliate's Customer Data pursuant to these terms. d. Termination for cause. Any termination for cause of this Enrollment will be subject to the 'Termination for cause section of the Agreement. e. Early termination. Any Early termination of this Enrollment will be subject to the 'Early Termination" Section of the Enterprise Agreement. For Subscription Licenses, in the event of a breach by Microsoft, Microsoft will issue Reseller a credit for any amount paid in advance that would apply after the date of termination. EA2014E mGgV(US)S LGfENG)( Deo2014) Page 7 of 10 Document %20 -10632 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, orother partial entities. Check only one box in this section. If no boxes are checked, Microsoft will deem the Enterprise to include the Enrolled Affiliate only If more than one box is checked, Microsoft will deem the Enterprise to include the largest number of Affiliates: ® Enrolled Affiliate only ❑ Enrolled Affiliate and all Affiliates ❑ Enrolled Affiliate and the following Affiliate(s) (Only identify specific affiliates to be included if fewer than all Affiliates are to be included In the Enterprise): ❑ Enrolled Affiliate and all Affiliates, with following Affiliates) excluded: 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 adm inistering 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 nps: %vomwmr softcomilicensmCiservie_enter. a. Primary contact. This contact is the primary contact for the Enrollment from within Enrolled Affiliate's Enterprise. This contact is also an Online Administrator for the Volume Licensing Service Center and may grant online access to others. The primary contact will be the default contact for all purposes unless separate contacts are identified for specific purposes Name of entity (must be legal entity name)* City of Rosemead Contact name* First Matt Last Hawkesworth Contact email address* mhawkesworth @cityofrosemead.org Street address* 8838 Valley BLVD City* Rosemead EA)014EnrGov(US SLG(1NG)(Dec2014) Page 8 of 1D Document X20.10692 State /Province' CA Postal code" 91770 -1714 (For U.S. addresses, please provide the zip + 4, e.g. xxxxx -xxxx) Country' USA Phone' 626-569-2107 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 for applicable Online Services to add or reassign Licenses, step -up, and initiate Transitions prior to a true -up order. ® Same as primary contact (default if no information is provided below, even if the box is not checked). Contact name• First Last Contact email address' Street address' City' StatelProvince' Postal code' - (For U.S. addresses, please provide the zip + 4, e.g. xxxxx -xxxx) Country' Phone' Language preference. Choose the language for notices. English ❑ This contact is a third party (not the Enrolled Affiliate). Warning: This contact 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, step - up, and initiate Transitions prior to a true -up order. ® Same as notices contact and Online Administrator (default if no information is provided below, even if box is not checked) Contact name': First Last Contact email address* Phone' ❑ This contact is from a third party organization (not the entity). Warning: This contact receives personally identifiable information of the entity. 'indicates required fields d. Reseller information. Reseller contact for this Enrollment is Reseller company name' Dell Inc. Street address (PO boxes will not be accepted)" One Dell Way City' Round Rock State/Province' TX Postal code' 78682 Country' United States Contact name` Government Contract Admin Phone* 847-465-3700 Contact email address' US_MS_VL_Admin @Dell.com "indicates required fields EA20[4 EnrGov(U S)SLG(ENG)(GBC2014) Page 9 of 10 Document X20 -10632 By signing below, the Reseller identified above confirms that all Information provided in this Enrollment is correct. Signature' ,y$ s+ IZV66. Printed name' aosan^^ arse =r^6 ^^ Printed title' Analyst Date* 712812015 '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 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, ® 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. EA2 014FnrGov(US�.SLG(ENG)(Dec2nr4) Page 10 of 10 Document x20.10832 3 Microsoft VOiUme Licensing Enterprise and Enterprise Subscription Enrollment Product Selection Form — State and Local Gnrv,Ic'or Number MiemsoR ro tomplelsay. u,, Win Resollar to comolele (mrenewel Step 1. Please indicate whether Enrolled Affiliate is ordering Enterprise Products or Enterprise Online Services on the initial enrollment order. Choose both if applicable. ® Enterprise Products. Choose platform option: Components only (not full platform) Qualified Devices: 115 Qualified Users: 115 ❑ Enterprise Online Services' Step 2. Select the Products and Quantities Enrolled Affiliate is ordering on its initial Enrollment Order. Quantity may not include any Licenses which Enrolled Affiliate has selected for optional future use, or to which it is transitioning or stepping up within enrollment term. Products for which the Enrolled Affiliate has an option to transition or step -up should be listed in Step 3. • . Office Professional Plus Office Pro Pius 115 Office Pro Plus for Office 365 Office 365 Plans' Office 365 (Plan E1) Office 365 Plan E2 Office 365 Plan E3 _ Office 365 Plan E4 Client Access License CAL. Choose t Option. Core CAL, includin Bridqe CAEs (if applicable Core CAL Core CAL Brid e for Office 365 Core CAL Bridqe for Windows Intune Core CAL Bridge for Office 365 and Windows Intune _ Enterprise CAL (ECAL ECAL _ ECAL Brid e for Offce 365 ECAL Bridge for Windows Intune ECAL Bridge for Office 365 and Windows Intune Th Cent Access License selection must be the same across the Enterprise. Specify whether licensing CAL per Device or User: User Windows Desktop Windows OS Upgrade 115 Windows VOA Windows Intone Windows Intune Windows Intune Add -on' Other Enterprise Products Microsoft Desktop Optimization PackiMDOP' FA -EAS PmdSel Fom- (US)SLG(ENG a 002012) Page 1 oft Document %20 -03622 If selecting Windows Desktop or Windows Intune option, Enrolled Affiliate acknowledges the following: a. The Windows Desktop Operating System Upgrade licenses offered through this Enrollment are not full licenses. The Enrolled Affiliate and any included Affiliates have qualifying operating system licenses for all devices on which the Windows Desktop Operating System Upgrade or Windows Intune licenses are run. It. In order to use a third party to reimage the Windows Operating System Upgrade, Enrolled Affiliate must certify that Enrolled Affiliate has acquired qualifying operating system licenses. See the Product List for details. Step 3. Indicate new Enterprise Products and Online Services Enrolled Affiliate has selected for optional future use where not selected on the initial enrollment order (above): Prod UptS2 ❑ Office Pro Plus for Office 365 ❑ Office 365 Plan Et — U Office 365 (Plan E2) ❑ Office 365 Plan E3 _ ❑ Office 365 (Plan E4) ❑ Enter rise CAL (ECAL) Step-up, includ if Bridge CALs ❑ Windows Intone Windows Intune Add -on' This form must be attached to a signature form to be valid. EA -E ASP, adSelFo n1 )STS1 G(ENG)(Od2012 Page 2 or 2 Document X20 03622 Isrlicrosoft Volume Licensing Previous Enrollment(s) /Agreement(s) Form Entity Name: City of Rosemead Contract that this form is attached to: Enterprise Enrollment 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 Errollment(s). Agreements) and /or Affiliate Registio tion(s) being renewed or consolidated into the new contract identified above. a. Entity may select below any previous contracl(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 Enroll menb'Agmement 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 Enrollmenl/Agreemenl with SA or Online Services in the appropriate fields of the new contract. Enrollment/ Enrollment/Agreement Registement /Affiliate Registration AgreementlAffiliate Transfer SA Benefit _ Transfer MSDN Description Registration Public Customer Number Firterprise Enrollment 9153314 Contact ■' ■ ■ Subscribers ■ ■ ■ ■ o ■ ■ ■ ■ ■ Li ■ Pre,E,,A,,F r,CMw);ENG)I Ni 41 Pegs 1 ul 1 I ` Microsoft <Choose Enrollrl Sub 250 Program Amendment ID W29 Er,iiiui Number lA;vvsoR to nn,r.ym. fro I:wm Pvme, m mmplete lM renew., Volume Licensing ProposallD This amendment ( "Amendment') is entered into between the parties identified on the attached program signature form. It amends the Enrollment or Agreement identified above. All terms used but not defined in this Amendment will have the same meanings provided in that Enrollment or Agreement. The parties agree that the Enrollment is amended as follows: 1. On the first page of the Enrollment, the following is added after the second paragraph: By entering into this Enrollment, the Enrolled Affiliate agrees that (1) it also has 250 or more Qualified Devices or Qualified Users: or (2) as a condition of entering into this Enrollment with 25 -249 Qualified Devices or Qualified Users. Enrolled Affiliate has elected not to receive CD ROMs as pad of the Enrollment and therefore no CD ROMs will automatically be shipped. If Enrolled Affiliate is enrolling with 25 -249 Qualified Devices or Qualified Users and it would like to receive CD ROM Kits and updates, Enrolled Affiliate may order these through its Reseller for a fee. The submission of this Amendment can only be placed against a 2011 Enterprise Agreement or an Enrollment that has the Updated EA Amendment terms and conditions applied. The submittal of this Amendment may not be contingent on submittal of a new Enterprise Agreement. 2. Section 2a of the Enrollment titled "Order Requirements ", is hereby amended and restated in its entirety with the following: a. Minimum Order Requirements. Enrolled Affiliate's Enterprise must have a minimum of 25 Qualified Users or Qualified Devices. (i) Initial Order. Initial order must include at least 25 Licenses from one of the four groups outlined m the Product Selection Form. (ii) If choosing Enterprise Products. If choosing Enterprise Products in a specific group outlined in the Product Selection Form, Enrolled Affiliate's initial order must include an Enterprise -wide selection of one or more Enterprise Products or a mix of Enterprise Products and corresponding Enterprise Online Services for that group. (tit) Additional Products. Upon satisfying the minimum order requirements above, Enrolled Affiliate may order Additional Products. (iv) Country of Usage. Enrolled Affiliate must specify the countries where Licenses will be used on its initial order and on any additional orders. 3. Software Assurance renewal. Renewing Software Assurance: If Enrolled Affiliate will be renewing Products Software Assurance coverage from a separate agreement. check this box. By checking the above box a new section is added to the Enrollment entitled 'Software Assurance addition.' EAEEAmend I Sub 26CIrind,(ENG I(Apr2C151 Sub 25n Enterprise Enlolbnant W y 29 note 1 of 2 Enrolled Affiliate is permitted to and will include in its initial order under this Enrollment Software Assurance quantities from eligible Program's identified in the table below even though Enrolled Affiliate is not otherwise eligible to order such Software Assurance without simultaneously ordering a License. Enrolled Affiliate agrees that any perpetual Licenses received through the New Software Assurance shall supersede and replace the underlying Licenses, and the undedying Licenses are not to be transferred separately from any Licenses received through the New Software Assurance. Any remaining payment obligations with respect to the underlying Licenses shall continue in effect. Except for changes made by this Amendment, the Enrollment or Agreement identified above remains unchanged and in full force and effect. If there is any conflict between any provision in this Amendment and any provision in the Enrollment or Agreement identified above, this Amendment shall control. This Amendment must be attached to a signature form to be valid. EAE,Amerd &ib2501nnnf(ENG)(M2o15) Sub 250 Ercrpnsa Enrollment W 'N29 Page 2 of 2 Microsoft Volume Licensing Select Plus Affiliate Registration Form State and Local Registration Type Leatl AMliate❑ Resenerto compete Additional ARliate® Agreement Number 7786479 Microsoft or Rereller to complete Qualifying Contract Resellerto [om0leb Lead AHtliate Publ lc Customer Number(PCN) A43515AB Resellerto complete Additional Affiliate Public Customer Number RCN) Resellsr to rcoleto Change Affiliate Anniversary Month Choose Month Remlle troomplic. By registering, Registered Affiliate accepts and agrees to be bound by the terms of the agreement and any applicable attachments (the "Agreement "), and will be allowed to acquire Products in accordance with the Agreement. If Registered Affiliate registers as an Additional Affiliate, Registered Affiliate represents that the Additional Affiliate is an eligible entity of the Lead Affiliate identified above. This registration is valid when accepted by Microsoft and until it is terminated. Registered Affiliate will receive an acceptance notification confirming the effective date of this registration. Microsoft may refuse to accept a registration if there is a business reason for doing so. Either parry may terminate this registration for any reason with 60 days advance written notice. Terminating this registration will terminate the Registered Affiliate's ability to place Orders under the Agreement. Each Registered Affiliate may qualify for and receive additional benefits by electing Software Assurance membership. By electing Software Assurance membership, the Registered Affiliate is committing to include Software Assurance with every eligible Order. To make this election, complete and submit the Select Plus Software Assurance Membership Election Form. In order to use a third party to reimage the Windows Operating System Upgrade, Registered Affiliate must certify that it has acquired qualifying operating system licenses. See the Product List for details. Primary Contact Information. Registered Affiliate must identify an individual from inside its organization to serve as the primary contact. This contact is also an Online Administrator for the Volume Licensing Service Center and may grant online access to others. Name of entity- City of Rosemead Contact name *: First Matthew Last Hawkesworth Contact email address• mhawkesworth@cityofrosemead.org Street address' 8838 Valley Blvd City' Rosemead State' CA Postal code* 91770 Country• United States Phone" 626 - 569 -2107 Tax ID 95- 2079994 ' indicates required fields 2. Notices contact and online administrator. This individual receives contractual notices. They are also the online Administrator for the Volume Licensing Service Center and may grant online access to others. ® Same as primary contact Name of entity' Contact nart First Last SelectRus2013ARFGov (USsLG(ENG)(Oct2013) Page 1 of 3 Document X20 -11591 Contact email address' Street address* city- state* Postal code' Country' Phone' ❑ This contact is a third party (not the Registered Affiliate). Warning This contact receives personally identifiable information of the Registered Affiliate . indicates required fields 3. Language preference. Select the language for notices. English 4. Reseller information. Reseller company name' Dell Inc. Street address (PO boxes will not be accepted(' One Dell Way City" Round Rock State' TX Postal code- 78682 Country' USA Contact name' Govt Contract Admin Phone' 847 - 465 -3700 Contact email address' US_MS_Govt_EA_Selec @Dell.com indicates required fields The undersigned confirms that the information is correct. Name of Reseller- Dell Inc. Signature'_ Printed name' Printed title" Date' Changing a Reseller. If Microsoft or Reseller chooses to discontinue doing business with one another, Registered Affiliate must choose a replacement Reseller. If Registered Affiliate or Resellers intends to terminate their relationship, the initiating parry it must notify Microsoft and the other parry, using a form provided by Microsoft at least 90 days prior to the date on which the change is to take effect. 5. Supplemental Contacts. Customer's Notices Contact identified above is the default contact for administrative and other communications. However, Customer may designate additional contacts using the Supplemental Contact Information form. 6. Software Assurance Membership Election. Each Registered Affiliate may qualify for and receive additional benefits with Software Assurance membership. By electing Software Assurance membership below, Registered Affiliate is committing for a minimum period of one year to include Software Assurance with every eligible Order, and to maintain Software Assurance for all copies of Products licensed under this program for at least one Product pool. Sele dPlus2013ARFG OV)US)SLG(ENG)(Od2013) Page 2 of 3 Document X2011591 Applications ❑ ® Note. II marked, Systems ❑ ® for Licei without Assurar Servers ❑ ® not be e Only valid if attached to a signature form. "Yes"is orders ises Software re will ccepted. 5electPlus2013ARFGov (US)SLG(EN G)(OcUO 13) Page 3 of Document X20 -11591 Microsoft Program Signature Form MBA/MBSA number B Agreemern number 7756479 Volume Licensing Proposal lD 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 ,Choose A reement - Document Number or Code <Choose A reement> Document Number or Code -Choose A reement> Document Number or Code < Choose A reement> _ Document Number or Code ,Choose A reement> Document Number or Code Select Plus Affiliate Registration Form X20 -11591 < Choose EnrollmentiRe istration> Document Number or Code < Choose Enrollment/Re istration> Document Number or Code ,Choose Enrollment/Re istration> Document Number or Code <Choose EnrollmentiRe istration> Document Number or Code Document Description Document Number or Code Document Description Document Number or Code Document Description Document Number or Code Document Description Document Number or Code Document Description _ Document Number or Code By signing below, Customer and the Microsoft Affiliate agree that both parties (1) have received, read and understand the above contract documents, including any websites or documents incorporated by reference and any amendments and (2) agree to be bound by the terms of all such documents. ProgramSlgnForm (MSSigr)(NA,La1Am)ExBR ,MLI(ENG)(0G2013) Page 1 of 3 Name of Entity (must be legal entity name(` City of Rosemead Signature' Printed First and Last ame' Ma hew Hawkesworth Printed Title Asst. City Manager /Finance Director Signature Date' 05/20/2014 Tax ID 95- 2079994 indicates required h Microsoft Licensing, GP Signature Printed First and Last Name Printed Title Signature Date (date Microsoft Affiliate countersigns) Agreement Effective Date (may be different than Microsoft's signature date) Optional 204 Customer signature or Outsourcer signature (if applicable( Name of Entity (must be legal entity name(' Signature" Printed First and Last Name` Printed Title Signature Date' Name of Entity (must be legal entity name(' Signature' Printed First and Last Name' Printed Title Signature Date* If Customer requires physical media, additional contacts, or is reporting multiple previous Enrollments, include the appropriate forms) with this signature form. ProgransignForm( MSSIgn)( NA LatAnn)ExaRA, MLI(ENG)(Oc12013) Page 2 of 3 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 Licensing, GP Dept. 551, Volume Licensing 6100 Neil Road, Suite 210 Reno, Nevada 89511 -1137 USA ProgramSlgnFcrm(MSSIgn)(NA, LatAm)ExaRA, MLI(ENG)(OrUO13) Page 3 of 3 License Confirmation This information wilt provide you with the necessary product and order detail on the license(s) MICROSOFT SLG EA 6.0 Agreement: O 1 E73134 TBD -RO Quantity: 00000100 Order Date: 09/01/2014 Item #: A7901105 Contract #: 297042 Mfg. Item #: W06 -00446 Order #: 673811226 Product: VLA ENTERPRISE CORE CAL Customer #: 91562447 (239869) ALL LANGUAGES SOFTWARE Purchase Order #: 2107 ASSURANCE Matt CITY OF ROSEMEAD 8838 E VALLEY BLVD p(G�L ROSEMEAD, CA 91770 8S0 Asbury Drive ASAP Software I_asuhsimaryo`DeII.Ina The lconacs reflec:e� it mis mrbf ct. ac s.iblect to t, 8uffdlo Grove, IL 60089 provisiors o'the agreement and payment terms between t -A Purchaser, and Dell Gcler). This cep i me 800.248 2727 is not intended and toes not act ns a p cof of paymert of the cericeA listed hereir. M N v N N � � V `� cL N M ❑ 4J '0 0 xt E m O W W U CC m V O U O U a oo � � o Q � Q r U O M w z o UQ v� W � N H Q J O M Q [( J ■ 'S p > 7 E d+ '° 0 v a ry d � � i a \ \ ' \ e = � ~ ±\2 } e _ 2�R�5 \ \ \\ ® ° R>yj � / k tfo -32N Microsoft Program Signature Form McAIMB$A number Ayreemenl 1 111111 01 E73134 Volume Licensing Proposal lD 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. < Choose A reement> Document Number or Code ,Choose Agreement, eement, Document Number or Code ,Choose Ameement> _ Document Number or Code _ ,Choose Agreement Document Number or Code < Choose Agreemcir _ _ Document Number or Cade Enterprise Enrollment X20 -10635 'Choose Enrollment /Registration> Document Number or Code ,Choose Enrollment/Re istg ration> _ _ _ Document Number or Code _. , C noose Enrollm_ent/Regl stration> Do" me nt N um ber or C ode ,Choose En roll ment/Reglshation> _ Document N_ umber or Code 1. 2X 0 Product Select Form -03622 Enrollment Amendment x/29 (new)- ' Document Description. _. Document Number or Cade Document Description Documein Number or Code Document Description Document Number or Code By signing below, Customer and the Microsoft Affiliate agree that both parties (1) have received, read and understand the above contract documents, including any websites or documents incorporated by reference and any amendments and (2) agree to be bound by ti,e terms of all such documents. PmgamS.,rForm(MSSigot(NA, Le Am)Ei,BRA. MI FNG)((JO120l3) Pepe 1 e13 Name of Entity (must be legal enjtity name)' City of Rosemead 4 Signature` i'�1� 3 �• --'—�- 7-�_. Printed First and �Name- Mdtthew Hawkeswonh Printed Title Assistant City Manager /Finance Director Signature Date` 08/19/14 Tax ID 95- 2079994 Microsoft Licensing, GP Signature Printed First and Last Name Microsoft Licensing, Printed Title ^e A iO ' /,Q Signature Date �t - /Ij \9`L °,S�g/'j�° (date Microsoft Affiliate countersigns).aA CO r Agreement Effective Date 'Mic- roscft Licensing (may de different than Mlcrosofl s signature data) Optional 2nd Customer signature or Outsourcer signature (it applicable) Name of Entity (must be legal entity name)' Signature' Printed First and Last Name' Printed Title Signature Date' indicates required held Name of Entity (must be legal entity name)' Signatum' Printed First and Last Name' Printed Title Signature Date• - moicares rogmree ved. I If Customer requires physical media, additional contacts, or is reporting multiple previous Enrollments, include the appropriate form(s) with this signature form. PmgremSignFO,.(MSSIgn)(NA LaA.)ExBRA.MLI(ENG)(0o12010) Page 2 of 3 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 Licensing, GP Dept. 551, Volume Licensing 5100 Neil Road, Suite 210 Rena, Nevada 89511 -1137 USA ProgramSignForm (MSSIgn)(NA.LaI m)EXBRA MLq ENG)(002013) Page 3 of 3 ®" Microsoft Volume Licensing Enterprise Enrollment State State and Local Enteipnse Enrollm9nt number 63712;S7 Proposal IfJ,Pra,nav,oM1 In PL1lo_ f fo wmplP(eJ Preys,, Enrollment round, Ear Earleat exptring previous g/3112014 faexue.ro complete) Enrollment and date' Thla 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) any supplemental contact information form or Previous Agreement /Enrollment form that may be required. (5) any order submitted under this Enrollment. This Enrollment may only be entered into under a 2011 or later Enterprise Agreement. All terms used but not defined are located at blip I/www,iricrosoft.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 dale will be the day after the first prior Enrollment or agreement expires or terminates. Otherwise, the effective date will be the date this Enrollment is accepted by Microsoft. Any reference to "anniversary dale' refers to the anniversary of the effective date 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 Latest the initial term. If the Enrollment is renewed, the renewal term will expire 36 full calendar months after the effective date of the renewal term. Any reference in this Enrollment to 'day" will be a calendar day. Product order. The Reseller will provide Enrolled Affiliate with Enrolled Affiliate's Product pricing and order. Prices and billing terms for all Products ordered will be determined by agreement between Enrolled Affiliate and the ResellecThe Reseller will provide Microsoft with the order separately from this Enrollment. Terms and Conditions 1. Definitions. Terms used but not defined in this Enrollment will have the definition in the Enterprise Agreement. The following definitions are used in this Enrollment. 'Additional Product" means any Product Identified as such in the Product List and chosen by Enrolled Affiliate under this Enrollment. "Enterprise Online Service means any Online Service designated as an Enterprise Online Service in the Product List 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 List and chosen by Enrolled Affiliate under this Enrollment. Enterprise EA2ot3EnrGov (US)SLG(ENG)tOCt20t3) Page t of 9 Dowmer't x20 -10631 Products must be licensed for all Qualified Devises and Chained Users on an Enterprise -wide basis under this program. "Expiration Date means the date upon which the Enrollment expires. '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. "LBSA" means a License with Software Assurance for any Product ordered. "Qualified Device' means any device that Is used by or for the benefit of Enrolled Affiliate's Enterprise and is (1) a personal desktop computer- portable computer, workstation or similar device capable of running Windows Professional locally (in a physical or virtual operating system environment, OR (2) a device used to access a virtual desktop infrastructure ( "VDI ").. Qualified Devices do not includeany device that is (1) designated as a server and not used as a personal computer, OR (2) an Industry Device, OR (3) not managed (as defined in the Product List at the start of the applicable initial or renewal term of the Enrollment) as part of Enrolled Affiliate's Enterprise. At its option, the Enrolled Affiliate may designate any device excluded above (e. g., Industry Device) that is used by or for the benefit of the Enrolled Affiliate's Enterprise as a Qualified Device for all or a subset of Enterprise Products or Online Services the Enrolled Affiliate has selected. "Qualified User" means a person (e.g., employee, consultant, contingent staff) who: (1) Is a user of a Qualified Device, or (2) accesses any server software requiring an Enterprise Product Client Access License or any Enterprise Online Service. It does not include a person who accesses server software or an Online Service solely under a License identified in the Qualified User exemptions in the Product List. "Reserved License" means for an Online Service identified as eligible for true -ups in the Product List, the License reserved by Enrolled Affiliate prior to use and for which Microsoft will make the Online Service available for activation. "Transition" means the conversion of one or more License to or from another License(s). Products eligible for Transition and permitted Transitions are identified in the Product List. "Transition Period" means the time between the Transition and the next Enrollment anniversary date for which the Transition is reported. 2. Order requirements. a. Minimum Order requirements. Enrolled Affiliate's Enterprise must have a minimum of 250 Qualified Users or Qualified Devices. The :nitial order must Include at least 250 Licenses for Enterprise Products or Enterprise Online Services. (i) Enterprise Commitment. If ordering any Enterprise Products, Enrolled Affiliates order must include Coverage for all Qualified Users or Qualified Devices depending on the License Type of one or more Enterprise Products or a mix of Enterprise Products and the corresponding Enterprise Online Services. (i i) Enterprise Online Services. If ordering Enterprise Online Services only, then Enrolled Affiliate must maintain at least 250 Subscription Licenses. b. Additional Products. Upon satisfying the mimmmn order requirements above.. Enrolled Affiliate may order Additional Products and Services. c. Product Use Rights for Enterprise Products. Pot Enterprise Products if a new Product version has more restrictive use rights than the version that is current at the start of the EA2013EnrGOv(U S)SLGfE NG'(002013) Page 2 of 9 Document X20-10631 applicable initial or renewal term of the Enrollment those more restrictive use rights will not apply to Enrolled Affiliate s use of that Product during that term. Country of usage. Enrolled Affiliate must specify the countries where Licenses will be used on its initial order and on any additional orders. Adding Products. (i) Adding new Products not previously ordered. Enrolled Affiliate may add new Enterprise Products by entering into a new Enrollment or as part of a renewal. New Enterprise Online Services may be added by contacting a Microsoft Account Manager or Reacher. 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 (ii) Adding Licenses for previously ordered Products, Additional Licenses for previously ordered Frod -is musr be mciudec it Le not loe-ip order. Enrolled Affiliate must purchase Services and Licenses for Online Services prior to use unless the Online Services are (1) identified as eligible for true -up in the Product List or (2) included as part of other Licenses (e. g.. Enterprise CAL). f. True�up requirements. (i) True -up order. Enrolled Affiliate must submit an annual true -up order that accounts for changes since the initial order or last true -up order, Including. (1) any increase in Licenses, including any increase in Qualified Devices or Qualified Users and Reserved Licenses, (2) Transitions (if permitted); or (3) Subscription License quantity reductions (if permitted). Microsoft at its discretion, may validate the customer true - up data submitted through a formal product deployment assessment using an approved Microsoft partner. (ii) Enterprise Products. Enrolled Affiliate must determine the number of Qualified Devices and Qualified Users (if ordering user -based Licenses) at the time the true -up order is placed and must order additional Licenses for all Qualified Devices and Qualified Users that are not already covered by existing Licenses, including any Enterprise Online Services. (iii) Additional Products. For Products that have been previously ordered, Enrolled Affiliate must determine the Additional Products used and order the License difference (if any). (iv) Online Services. For Online Services identified as eligible for true -up orders in the Product List, Enrolled Affiliate may first reserve the additional Licenses prior to use. Microsoft will provide a report of Reserved Licenses in excess of existing orders to Enrolled Affiliate and its Reseller. Reserved Licenses will be invoiced retroactively for the prior year based upon the month in which they were reserved. (v) Transitions. Enrolled Affiliate must report all Transitions. I ranslpons fray result In an increase in Licenses to be included on the true -up order and a reduction of Licenses for prior orders. Reductions in Licenses will be effective at end of doe Transition Period. Associated invoices will also reflect this change. For Licenses paid upfront, Microsoft will issue a credit for the remaining months of Software Assurance or Subscription Licenses lhatwere reduced as pad of the Transition. (vi) True -up due date. The true -up order must be received by Microsoft between 60 and 30 days prior to the Enrollment anniversary date. The third -year anniversary true -up order Is due within 30 days prior to the Expiration Date. Enrolled Affiliate may true -up more often than at each Enrollment anniversary date except for Subscription License reductions. (vii)Late true -up order. If the true -up order is not received when due'. 1) Microsoft will invoice Reseller for all Reserved Licenses not previously ordered. 2) Transitions and Subscription License reductions cannot be reported until the following Enrollment anniversary date (or at Enrollment renewal, as applicable). EA2013CnrGoo(JS)S LG,E NG)(Oct2013t Page 3 of e Document X2C- 0631 (viii) Subscription License reductions. Enrolled Affiliate may reduce the quantity of Subscription Licenses an a prospective basis if permitted in the Product List as follows: 1) For Subscription Licenses part of an Enterprise -wide purchase, Licenses may be reduced if the total quantity of Licenses and Software Assurance for an applicable group meets or exceeds the quantity of Qualified Devices identified on the Product Selection Form. Step -up Licenses do not count towards this total count. 2) For Enterprise Online Services not a part of an Enterprise -wide purchase, Licenses can be reduced as long as the initial order minimum requirements are maintained. 3) For Additional Products available as Subscription Licenses, Enrolled Affiliate may reduce the Licenses- If the License count is reduced to zero, then Enrolled AHihate's use of the applicable Subscription License will be cancelled. Invoices will be adjusted to reflect any reductions in Subscription Licenses at the true - up order Enrollment anniversary date and effective as of such date. (ix) Update statement. An update statement must be submitted instead of a true -up order if as of the initial order or last true -up order, Enrolled Affiliate's Enterprise has not (1) changed the number of Qualified Devices and Qualified Users licensed with Enterprise Products or Enterprise Online Services; and (2) increased its usage of Additional Products. This update statement must be signed by Enrolled Affiliate's authorized representative. The update statement must be received by Microsoft between 60 and 30 days prior to the Enrollment anniversary date. The last update statement is due within 30 days prior to the Expiration Date. g. Step-up Licenses. For Licenses eligible for a step -up under this Enrollment. Enrolled Affiliate may step -up to a higher edition or suite as follows: (i) For step -up Licenses included on an initial order, Enrolled Affiliate may order according to the true -up process. (ii) If step -up Licenses are not included on an initial order, Enrolled Affiliate may step -up initially by following the process described in the Section titled "Adding new Products not previously ordered," then for additional step -up Licenses, by following the true -up order process. (iii) If Enrolled Affiliate has previously ordered an Online Service as an Additional Product and wants to step -up to an Enterprise Online Service eligible for a Transition, the step -up may be reported as a Transition. (iv) If Enrolled Affiliate Transitions a License. it may be able to further step -up the Transitioned License. If Enrolled Affiliate chooses to step -up and the step -up License is separately eligible to be Transitioned, such step -up Licenses may result in a License reduction at the Enrollment anniversary date following the step -up. h. Clerical errors. Microsoft may correct clerical errors in this Enrollment, and any documents submitted with or under this Enrollment . by providing notice by email and a reasonable opportunity for Enrolled Affiliate to abject to the correction. Clerical errors include miner mistakes, unintentional additions and omissions. This provision does not apply to material terms, such as the identity, quantity or price of a Product ordered, 3. Pricing a. Price Levels. For both the initial and any renewal term Enrolled Affiliate's Price Level for all Products ordered under this Enrollment will be Level "D" throughout the term of the Enrollment. Price Level's will be captured in the Product Selection Form. b. Setting Prices. Enrolled Affiliates prices for each Product will be established by its Reseller. As long as Enrolled Affiliate continues to qualify for the same price level, Microsoffs prices for Resellers for each Product or Service will be fixed throughout the applicable initial or renewal Enrollment term. However, if Enrolled Affiliate qualifies for a different price level. Microsoft will establish a new price level for future new orders either EA2o13EnrGOv1US )SLG(ENG'(Dct2013) Page: ot5 Gar,enl V0 1 it,3l upon Enrolled Affiliate's request or on its own initiative. Any changes will be based upon price level rules in the Product Selection Farm. 4. Payment terms. For the initial or renewal order, Enrolled Affiliate may pay upfront or elect to spread its payments over the applicable Enrollment term, if spread payments are elected, unless indicated otherwise. Microsoft will invoice Enrolled Affiliate's Reseller in three equal annual installments. The first installment will be invoiced upon Microsoft's acceptance of this Enrollment and on each Enrollment anniversary date. Subsequent orders are invoiced upon acceptance of the order and Enrolled Affiliate may elect to pay annually or upfront for Online Services and upfront for all other Licenses. 5. Transitions. a. Transition requirements. if Licenses with active Software Assurance or Subscription Licenses may be Transitioned at any time If permitted in the Product List, Enrolled Affiliate may not, however, reduce the quantity of Licenses or associated Software Assurance prior to the end of the Transition Period. (ii) Enrolled Affiliate must order the Licenses to which it is transitloning for the years) following the Transition Period. (iii) If a Transition is made back to a License that had active Software Assurance as of the date of Transition. then Software Assurance must be re -created for all such Licenses on a prospective basis following the Transition Period. Software Assurance coverage may not exceed the quantity of perpetual Licenses for which Software Assurance was current at the time of any prior Transition. Software Assurance may not be applied to Licenses transferred by Enrolled Affiliate. (iv) If a device -based License is Transitioned to a user -based License, all users of the device must be licensed as pad of the Transition. (v) If a user -based License is Transitioned to a device -based License, all devices accessed by the user must be licensed as part of the Transition. F. Effect of Transition on Licenses. (it Transition will not affect Enrolled Affiliate's rights in perpetual Licenses paid in full. (it) New version rights will be granted for perpetual Licenses covered by Software Assurance up to the end of the Transition Period. (iii) For L &SA not paid in full at the end of the Transition Period, Enrolled Affiliate will have perpetual Licenses for a proportional amount equal to the amounts paid for the Transitioned Product as of the end of the Transition Period. (iv) For L &SA not paid in full or granted a perpetual License in accordance with the above or Subscription Licenses, all rights to Transitioned Licenses cease at the end of the Transition Period. 6. 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 net previously submifted an order except as otherwise provided in this Enrollment. Is. Renewal Option. At the Expiration Date of the must term. Enrolled Affiliate can renew Products by renewing the Enrollment for one additional 36 full calendar month term or signing a new Enrollment. Microsoft must receive a Product Selection Form and renewal order prior to or at the Expiration Date. The renewal term will start an the day following the Expiration Date. Microsoft will not unreasonably reject any renewal. Microsoft may EA2n13EorG0o U S)SLG(ENG)(GCA2013) Page 5 of 9 Document X20-10631 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 6nolleo Affiliate will not be permitted to order Software Assurance later without first acquiring i_ &SA. (ii) Online Services eligible for an Extended Term. For Online Services identified as eligible for an Extended Term in the Product List, the following options are available at the end of the Enrollment initial or renewal term_ 1) Extended Term. Licenses for Online Services will automatically expire in accordance with the terms of the Enrollment. An extended term feature that allows Online Services to continue month -to -month ( "Extended Term ") is available. During the Extended Term, Online Services will be invoiced monthly at the then- current published price for Enrolled Affiliate's price level as of the Expiration Date plus a 3% administrative fee for up to one year If Enrolled Affiliate does want an Extended Term. Resellermust submit a request to Microsoft. Microsoft must receive the request not less than 30 days prior to the Expiration Date. 2) Cancellation during Extended Term. If Enrolled Affiliate has opted for the Extended Term and later determines not to continue with the Extended Term. Resellermust submit 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 the notice. (iii) Subscription Licenses and Online Services not eligible for an Extended Term. If Enrolled Affiliate elects not to renew, the Licenses will be cancelled and will terminate as of the Expiration Date. Any associated media must be uninstalled and destroyed and Enrolled Affiliate's Enterprise must discontinue use Microsoft may request written certification to verify compliance. (iv) Customer Data. Upon expiration or termination of a License for Online Services, Microsoft will keep Customer s Data in a limited function account for 90 days so that Customer may extract it. Enrolled Affiliate will reimburse Microsoft if there are any associated costs. After 90 days Microsoft will disable Enrolled Affiliate s account and will delete its Customer Data Enrolled Affiliate agrees that other than as described above, Microsoft has no obligation to continue to hold, export or return Enrolled Affiliate's Customer Data and that Microsoft has no liability whatsoever for deletion of Enrolled Affiliate's Customer Data pursuant to these terms. d. Termination for cause. Any termination for cause of this Enrollment will be subject to the "Termination for cause" section of the Agreement. e. Early termination. Any Early termination of this Enrollment will be subject to the "Early Termination Section of the Enterprise Agreement. For Subscription Licenses in the event of a breach by Microsoft, Microsoft will issue Reseller a credit for any amount paid in advance that would apply after the date of termination. EA2013EnrGOorJSISLGi ENGgr),L013, Page6al9 ooamenr X20 -10631 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. Enrolled Affiliate's organization includes 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 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 Afl llate(s) excluded. b. Please iindicate whether the Enrolled Affiliate's Enterprise will include all new Affiliates acquired after the start of this Enrollment Check only one box in this section: ® Enrolled Affiliate's Enterprise will include all new Affiliates acquired after the start of this Enrollment ❑ Enrolletl Affiliate's Enterprise will not Include all new Affiliates acquired after the start of this Enrollment If no selection is made, or if both boxes are checked, Microsoft will deem the Enterprise to include all 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 hot / ft n/licens ng /serJCecenter. a. Primary contact. This contact is the primary contact for the Enrollment from within Enrolled Affiliate's Enterprise. This contact Is also an Online Administrator for the Volume Licensing Service Center and may grant online access to others. The primary contact will be the default contact for all purposes unless separate contacts are identified for specific purposes Name of entity (must be legal entity name) City of Rosemead Contact name' First Matt Last Hawkesworth Contact email address' mhawkesworth @cityofrosemead.org Street address' 8838 Valley BLVD EA20I 3Eni GO, US) SLG(F am 1(01120131 FV,s 7 of 9 Document X20 10631 City' Rosemead StatelProvince' CA Postal code" 91770 -1714 (For U.S. addresses, please provide the zip r 4. eg- xxxxx -xxxx) Country' USA Phone' 626- 569 -2107 Tax to `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 for applicable Online Services to add or reassign Licenses, step -up, and initiate Transitions prior to a true -up order. ® Same as primary contact (default if no information is provided below, even if the box Is not checked). Contact name' First Last Contact email address' Street address' City' StatelProvince" Postal code' - (For U.S. addresses, please provide the zip + 4, e.g. xxxxx -xxxx) Country' Phone" Language preference. Choose the language for notices. English ❑ This contact is a third party (not the Enrolled Affiliate). Warning: This contact 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 (far applicable Online Services) to add or reassign Licenses step -up. and initiate Transitions prior to a true -up order. ® Same as notices contact and Online Administrator (default if no Information is provided below, even if box is not checked) Contact name': First Last Contact email address' Phone' ❑ This contact is from a third party organization (not the entity). Warning. This contact receives personally identifiable information of the entity. -indicates required fields d. Reseller information. Reseller contact for this Enrollment is Reseller company name' Dell Inc. Street address (PO boxes will not be accepted)' One Dell Way City' Round Rock StatelProvince' TX Postal code' 78682 Country` United States Contact name' Government Contracts Phone' 847- 465 -3700 Contact email address' US_MS_VL_Admin @Dellcom - indicates required fields EA2013E,Goo!US)SLGIENG)lOctCl2i Faye d of 9 Uocwnent x20 -1Mil By signing below. the Reseller identified above confirms that all information provided in this Enrollment is correct. corrrreect. �y. Signature' Printed name' sceeA:vi Lt 1,F 1 z, Printed title" Date` a /- a /.O.I 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 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 it 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? 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 Licensing, GP. EASC13Er,ccvw St8LGiENG IOU2013) Peye 9 rf 9 DO, neni x2o.10651 s� Microsoft Volume Licensing Previous Enrollment(s) /Agreement(s) Form Entity Name: City of Rosemead Contract that this farm is attached to: Enterprise Enrollmem. 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), Agreements) and /or Affiliate Registrations) 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, 7. 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 MEN subscribers. d. The dale 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 and expiration date of the earliest expiring Enrollment/Agreement with SA or Online Services in the appropriate fields of the new contract. Enrollment/Agreement Registration /Affiliate Ription tion Description Enrollment/ Transfer Agreemeion Public SA Registration Public Benefit Customer Number Contact Transfer MSDN Subscribers ■ ■ ■ P— E,Agrrormj WYdENGil OCt20'. 3; r"g at1 o P ierBnAgrFonn(VAWENG) Oct20131 Page 2 of 2 Microsoft ( Volume Licensing Enterprise and Enterprise Subscription Enrollment Product Selection Form — State and Local Enrollmene N�,,,eef 637 4 57 M¢iusoR to complelP lonmballerm Heieller fo roiople[e (oi;pn¢w91 Step 1. Please indicate whether Enrolled Affiliate is ordering Enterprise Products or Enterprise Online Services on the initial enrollment order. Choose both if applicable. M Enterprise Products. Choose platform option: Components only (not full platform) Qualified Devices: 100 Qualified Users: 100 ❑ Enterprise Online Services' Step 2. Select the Products and Quantities Enrolled Affiliate is ordering on its initial Enrollment Order. Quantity may not include any Licenses which Enrolled Affiliate has selected for optional future use or to which it is transitioning or stepping up within enrollment term. Products for which the Enrolled Affiliate has an option to transition or step -up should be listed in Step 3. 365 Office job 1( Ian ts) Office 365 Plan E4 Client Access License CAL. Choose 1Option. Core CAL, including Bride CAL 's if a i cable Core CAL 100 Core CAL Bridge for Office 365 Af:�:: Core CAL Bridge for Windows Intune Core CAL Bridge for Office 365 and Windows Intune -licensing Windows Desktop ECAL _ ECAL Brid e for Office 365 _ ECAL Brid e for Windows Intune ECAL Brid e for Office 365 and Windows Intune The Client Access License selection must be the same across the Enterprise. Specify whether CAL per Device or User. User -licensing Windows Desktop Windows OS Upgrade Windows VDA Windows Intone Windows ntune Windows Intune Add -on' Other Enterprise Products _ Microsoft Desktop Optimization Pack (MDOP)' EA- EASProd SelForm(US)SLG(ENG)(Oct2012) Page r ol2 Document x26 -03622 If selecting Windows Desktop or Windows Intune option, Enrolled Affiliate acknowledges the following: a. The Windows Desktop Operating System Upgrade licenses offered through this Enrollment are not full licenses. The Enrolled Affiliate and any included Affiliates have qualifying operating system licenses for all devices on which the Windows Desktop Operating System Upgrade or Windows Intune licenses are run. b. In order to use a third party to reimage the Windows Operating System Upgrade, Enrolled Affiliate must certify that Enrolled Affiliate has acquired qualifying operating system licenses. See the Product List for details. Step 3. Indicate new Enterprise Products and Online Services Enrolled Affiliate has selected for optional future use where not selected on the initial enrollment order (above): ❑ Office Pro Plus for Office 365 ❑ Office 365 (Plan E9). ❑ Office 365 (Plan E2 -- ❑ Office 365 (Plan E3) ❑ Office 365 (Plan E4) ❑ Enterprise CAL (ECAL) Step -up 'nclud nq Br'doe CALs ❑ Windows Intune ❑ Windows Intun e Add -one This form must be attached to a signature form to be valid. EA EASPrDdSelFoOn (US)SLG(ENGI(oc12012) Page 2 of 2 Uocontent X20'9622 M'' Microsoft Enterprise Enrollment Sub 250 Program Amendment ID W29 Proposal ID Volume Licensing This amendment ( "Amendment ") is entered into between the parties identified on the attached program signature form. It amends the Enrollment or Agreement identified above. All terms used but not defined In this Amendment will have the same meanings provided in that Enrollment or Agreement. The parties agree that the Enrollment is amended as follows. 1. On the first page of the Enrollment, the following is added after the second paragraph: By entering into this Enrollment, the Enrolled Affiliate agrees that (1) It also has 250 or more Qualified Devices or Qualified Users', or (2) as a condition of entering into this Enrollment with 25 -249 Qualified Devices or Qualified Users, Enrolled Affiliate has elected not to receive CD ROMs as part of the Enrollment and therefore no CD ROMs will automatically be shipped. If Enrolled Affiliate is enrolling with 25 -249 Qualified Devices or Qualified Users and it would like to receive CD ROM Kits and updates, Enrolled Affiliate may order these through its Reseller for a fee. The submission of this Amendment can only be placed against a 2011 Enterprise Agreement or an Enrollment that has the Updated EA Amendment terms and conditions applied. The submittal of this Amendment may not be contingent on submittal of a new Enterprise Agreement. 2. Section 2a of the Enrollment titled "Order Requirements ", is hereby amended and restated in its entirety with the following: a. Minimum Order Requirements. Enrolled Affiliate's Enterprise must have a minimum of 25 Qualified Users or Qualified Devices. (i) Initial Order. Initial order must include at least 25 Licenses from one of the four groups outlined in the Product Selection Form. Iii) If choosing Enterprise Products. If choosing Enterprise Products in a specific group outlined in the Product Selection Form, Enrolled Affiliate's initial order must include an Enterprise -wide selection of one or more Enterprise Products or a mix of Enterprise Products and corresponding Enterprise Online Services for that group. (iii) Additional Products. Upon satisfying the minimum order requirements above, Enrolled Affiliate may order Additional Products. fie) Country of Usage. Enrolled Affiliate must specify the countries where Licenses will be used on its initial order and on any additional orders. 3. Software Assurance renewal. Renewing Software Assurance: If Enrolled Affiliate will be renewing Products Sottware Assurance coverage from a separate agreement, check this box. By checking the above box, a new section is added to the Enrollment entitled "Software Assurance addition." EAEnrNn en J(subuo, In. trn t(Ap2aia) SA 250 Enn,", Enroihnent W w2_ Page 1 of 3 Enrolled Affiliate Is permitted to and will include In its Initial order under this Enrollment Software Assurance quantities from eligible Program's Identified in the table below even though Enrolled Affiliate is not otherwise eligible to order such Software Assurance without simultaneously ordering a License. Enrolled Affiliate agrees that any perpetual Licenses received through the New Software Assurance shall supersede and replace the underlying Licenses and the underlying Licenses are not to be transferred separately from any Licenses received through the New Software Assurance. Any remaining payment obligations with respect to the underlying Licenses shall continue in effect. Except for changes made by this Amendment. the Enrollment or Agreement identified above remains unchanged and in full force and effect If there is any conflict between any provision In this Amendment and any provision in the Enrollment or Agreement Identified above. this Amendment shall control This Amendment must be attached to a signature form to be valid. EAEn rAnendaub250)i l nbltENG)(Apr2C 14) S,,0250 Enterpnca Errdin -1 w VV2c Pa0e2ot3 EAEnrArnena(sub250)(I nd)(ENG)(Apr214) suo 250 EWerpnso enrollment W W29 Page 3 of \ 0 J ? \ \a\0 � n E » J « . j � ^ a' � / �• @ \_ //R \/ s % / \ \ ° \3 / 0 � /\ \ \ \ } / \ e _\ % c = ,0 \ \ \ \\ c » x \\ \ 0 r« G I o 0 \ (D \ \\ \ / \ \ (D M \ w o # » m } ? � \ \\ \ \ \ \ & \ 7 R / 3 d \ 3 \ / \ \ / 00 � $ \\\ \ / � J \ � u / \} o \0 0 3 ? \m\ C ® n 3 J % \o .. m ] .. « j » & �` a /r/ CA cj w C:� cn ƒ k M \ d ). o«\gy \ \ \\ 0 \\� m \ /. (A .. \\$ m (D 0< ci . - -z » / / \ \} 3 / \ {3 \ w�� 0 0 n ® ` $ « g 2 0 3 w _ E 0- _ . \ \\ $ 00 e = $ } \ \ \ t:) \ \) e ®d $ 0 5 \ \ \ # \ / \ \ - \ e K / G \ \ ~ / 00 (JI / / / » � x n / \} o Program Signature Form MBWBSA number Agreement number OjEME34] 9 1 Volume Licensing E;� Propcsallp NOW Enter the ePDticaW0 adMe numbers assodated with the documents betas. Mtcrpsdt raqulres the Modeled active number be lndieated here, ur hated bakw as new ,,,a - wriaauno iurm anu an contract documetrts Identified in the table bekow are entered into between the Customer and the Microsoft Affiliate signing, as of the effective data tdantHiwd h.k,w uy a16r11119 nuww, Uustomer and the Microsoft Affiliate agree that both patties (t) have received, read and understand the above contract documents, Including any webtiites or documents Incorporated by reference and any amendments and (2) agree to be bound by the terms of all such documents. Pmgrnn ftnFonn( MSSIgn) (NA,t.atAM)ExnRA,MtI(ENa)(bct3ol tj Page t of 2 Name of Entity (must b 1'saw entity amey Microsoft Licer'u City of Rosemea ( 7 Signature Printed First and Last Name" Jeff Allred Printed First and Last Name Printed Title" City Manager Signature Date" 0810112012 Tax ID 96-2079994 Printed Title Signature Date (data Microsoft Af6ftala countersig") Effective Date {may be dRiword than Microsoft's sighoure date) Optional 2fd Customer signature or Outsourcer signature (if applicable) AUG 013 2012 Name of Entity (must be legal entity name)' Name of Entity (must. te, toga( entity name)* Signature" Signature* Printed First and Last Flame" Printed First aW Last mime Printed Title" Printed TW14' Signature hate' . $lgnsture Dais` If Customer requires physical media, additional contacts, or Is reporting multiple previous Enrollments, Include the appropriate form(s) with this signature form- If no media form is included, no physical media will be sent 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 fhem to the following address. When the signature form is fully executed by Microsok Customerwill receive a confirmation copy. Microsoft Licensing, GP Dept 551, Volume Licensing 8100 Neil Road, Suite 210 Reno, Nevada 89511 -1137 USA Prepared By: Name of Preperer Email of Preparer Prognn t gnFonnlMSSign)(7 Lt ,tstAm)ExBRA,MLI(ENG)(pct2OIt) Page 2 of 2 GP on behalf of rising, GP Sri Volume Licensing Enterprise Enrollment State and Local Enterprise Enrollment number Proposal ID Wase io C"6006) "115 IRMWOUS Enrolinterit (lumber eafflird #XPIrAg (Resaffer to ebrnpleW Enrollment a= This Microsoft Enterprise Enrollment is entered into between the entities as Identified in the signature form as of the effective date. Enrollment Affiliate represents and warrants it is the same Customer, or an Affiliate of the Customer, that entered into the Enterprise Agreement identified on fim program signature form. This Enrollment consists of, (1) these terms and conditions, (2) _the ter f the Enterprise Agreement Identified on the signature form, (3) the Product Selection Fohm, (4 ntal contact Information form or Previous AgreamentlEnrollment form at hrattiad under this Enrollment. This Enrollment may only be entered into unt r 20, ant P. AJI terms used but not defi ted at H levent of any conflict the terms pf pt-oontrol, ise is ran Effective date. Nokl"ison more ,prey f;r-,EnroIImbn& or agjeen�i nt a to prior afg De date this Enrol ment agreement expires or, -gig - Enrollment is accepted byUcrosofL If renews I bit. s' to Insert the previous enrollment or agreement number and a d222 ab Ga, Term. This Enrollment will expire on the last day offtb'arithj,36 full- ale pdar months from the effective, date unless otherwise re Any reference in this Enrollment to be a calendar day. Product order. Ttii Resellar will provide Enrolled Affiliate with FnrolW_AM pricing and , _We's Product p billing dp rml . a - b, _011kO tiling terms for all Products ordered will be te n 0 y, Agrimmant between Enrolled Affiliate -aii d k' the fteseller.The Reseller will provide Microsoft with the order separately '9m ient. ." ft this Prior Enrolhinent(s). If renewing Software Assurance or Subscription Licenses from another Enrollment or agreement, the previous Enrollment or agreement number and end date must be Identified in the respective boxes above. If renewing from Multiple Enroltments or agreements, or transferring Software Assurance or MSDN details, the Previous Agreement(Envothent form must be used. Terms and Conditions 1. Definitions. Terms used but not defined In this Enrollment will have the definition in the Enterprise Agreement The following definitions are used in this Enrollment: `Additional Product" means any Product identified as such In the Product List and chosen by Enrolled Affiliate under this Enrollment EA201 1 EmQOV(Us)St.G"G)(Jul20J 1) Par I of iD DoeumontX20.021113 "Enterprise Online Service" means any Online Service designated as an Enterprise Online Service In the Product Liat 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 List and chosen by Enrolled Affiliate under this Enrollment. Enterprise Products may only be licensed for all Qualified Devices and Qualified Users on an Enterprise -wide basis under this program. `Expiration Rate" means the date upon which the Enrollment expires. "Industry Devica° (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. "Qualified Device" means any personal desktop computer, portable computer,_, workstation, or similar device that is used by or for the benefit of Enrolled Affillate's Enterprise it does not.lnclude: (1) any computer that is designated as a server and not used as a personal computer'(2) any Industry Device, (3) any device running an embedded operating system (e.g., Windows Pharyg 7) bat doh not access a virtual desktop infrastructtua, or {4) any device that is not managed and /or gontro(Ittd.'9i()ler'dtrecty or Indirectly by Enrolled, Mffate's Enterprise.. Enrolled Affiliate may inek,de.' as a Qu ad Devts a any device which would be excluded above (e.g.,industry Device). "Qualified-User" means a person (e.g, employee; consultant, contingent &fall) who: (1) is a user of a Qualified Device, or (2) accesses any server. software requiring <an: Enterolse 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 List "Reserved License" means for an Online Service identified as eligible for true -ups in the Product List, the License reserved by Enrolled Affiliate prior to use and for which Microsoft will make the Online Service available. for.activation. "Transition" means the conversion of one or more License to or from another Llcense(s). Products eligible for Tranoon and permitted Transitions are identified in the Product List. "Transition Period" means the time between the Transition and the next Enrollment anniversary date for which the Transition is reported. 2. Purpose. This Enrollment enables Enrolled Affiliate's Enterprise to obtain, or subscribe to, licenses for Enterprise Products, Enterprise Online Services, and Additional Products. Enrolled Affiliate may choose between on- premise software and Online Services as well as the ability to transition Licenses to Online Services while maintaining Enterprise -wide coverage. Additionally, Enterprise Online Services may be purchased without Enterprise -wide coverage. 3. Product Use Rights, Qualifying Systems Licenses and Transitions. In addition to applicable terms of the Enterprise Agreement, the following temps apply to this Enrollment: EA2011EnrGov (US)SL4(ENG)(Ju12011) Page 2 of 10 Doc=W %20-02113 A. Product Use Rights. For Enterprise Products, if a new Product version has more restrictive use rights than the version that is current at the start of the applicable initial or renewal term of the Enrollment those more restrictive use rights will not apply to the Enrolled Affiliate's use of that Product during the term, b. Qualifying systems Licenses. The operating system Licenses granted under this program is upgrade Licenses only. Full operating system Licenses are not available under this program. If Enrolled Affiliate selects any Desktop Platform, Windows Desktop Operating System Upgrade, or Windows Intune, all Qualified Devices on which Enrolled Affiliate expects to run the Windows Desktop Operating System Upgrade must be licensed to run, and have Installed on them, one of the qualifying operating systems Identified In the Product Ust, Note that the list of operating systems that qualify for the Windows Desktop Operating System Upgrade varies with the circumstances of the order. That list is more extensive at the time of the Initial order than it is for some subsequent orders and system refreshes during the term of this Enrollment. Exclusions are subject to change when new versions of Windows are released. For example; The following are not considered qualifying operating systems: (1) ANY Windows Home or Starter edition; (2) Embedded Systems; and (3) Unux. These are examples of exclusions only and may change. Please we Product List for all current qualifying operating systems. a, Transitions- The following requirements apply to Transittons: (t) Licenses with active Software Assurance or Subscription Licenses may. be Transitioned at any Nme If permitted In the Product List. While Enrolled.,Affliate may Transition any time, it will not be able to reduce Licenses or associated Softti+are Assurance prior to the end of the Transilion:Pariod, (11) If a Transition is made back to a. License that had active Software Assurance as of the date of Transition, then Software Assurance will neeQ to be re- ordered for al( such Licenses on a prospective basis following the Transition Period. Software Assurance coverage may not exceed the quantity of. perpetual, Licienses ,tor which Software Assurance was current at the time of any prior Transition. Software Assurance may not be applied to Licenses transferred byEnrolled Affillate, (IN) If a device-based License Is Transitioned to a user -based License, all users of the device must be licensed as part of the Transition. (!v) If a user -based License is Transitloned to a device -based License, all devices accessed by the user must be licensed as part of the Transition. d. Effect of Transition on Licenses. Transition will not affect Enrolled Affillates rights in perpetual Licenses pail in full. (I) New version rights will be granted for perpetual Licenses covered by Software Assurance up to the end of the Transition Period. (Ii) For L &SA not paid In full at the end of the Transition Period, Enrolled Affiliate wilt have perpetual Licenses for a proportional amount equal to the total of installments paid versus total amounts due (paid and payable) for the Transitioned Product. (Ill) For L &SA not paid In full or granted a perpetual License in accordance with the above or Subscription Licenses, all rights to Transitioned Licenses cease at the end of the Transition Period. 4. Pricing. a. Price Levels. For both the initial and any renewal term Enrolled Affiliate's Price Level for all Products ordered under this Enrollment will be Level "D' throughout the term of the Enrollment. Price Level's will be captured in the Product Selection Form. EA2011EnrGov (US)SLG(ENG)(JUt2011) Pa" 3 of 10 Uoc"rA x2002113 b. Setting Prices, Enrolled Affiliate's prices for each Product will be established by its Reseller. Microsofrs prices for Resellers are fixed throughout the Enrollment term based upon current prices at the time of the initial order for the Product, This includes the following: (1) Any future pricing (if applicable); and (11) Prices for Transitions, Including any prices related to the use of a Product during the Transition Period (if applicable), 5. Order requirements, a. Minimum Order Requirements. Enrolled Affiliate's Enterprise must have a minimum of 250 Qualified Users or Qualified Devices. (1) Initial Order.. Initial order must include at least 250 Licenses from one of the four groups outlined in the Product Selection Form. (11) h choosing Enterprise Products. if choosing Enterprise Products in a spedfic group outlined in the Product Selection Form, Enrolled Affiliate's Initial order must Include an Enterprise -wide selection of one or more Enterprise Products of a mix of Enterprise Products and corresponding Enterprise Online Services for that group. (111) Additional Products, Upon satisfying the minimum order requirements above, Enrolled Affiliate may order Additional Products. (iv) Country of Usage. Enrolled Affiliate must specify the con tr%s where Licenses will be used on Its initial, order and on any additional orders. b. Adding Products.", (t) Adding new Products not previously ordered ;,Enrolled_;; Affiliate may add Enterprise Products by. entering, into a. new Enrollment, or as part of a renewal." New Enterprise Online Services may be added by contacting `a 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 Add(tionaf,,Produots that are:Online Services, an initial order for the Online Service Is required prior to,use. (IQ Adding Licenses for previously ordered Products. Additional Licenses for previously ordered Products must be Included in the next true -up order. Enrolled Affiliate must Licenses for Online Services prior to use, unless the Online Services are (1) identified as eligible for true -up in the Product List or (2) included as part of other Licenses (e.g,, Enterprise CAL). c, True -up orders. Enrolled Affiliate must submit an annual true -up order that accounts for changes since the initial order or last true -up order, Including: (1) any increase in Licenses, Including any increase In Qualified Devices or Qualified Users and Reserved Licenses; (2) Transitions (If permitted); or (3) Subscription License quantity reductions (if permitted). Microsoft, at its discretion and as permitted by applicable Jaw, may validate the customer true -up data submitted through a formal product deployment assessment, using an approved Software Asset Management ('SAM) Partner, The true -up order must be received by Microsoft between 60 and 30 days prior to the Enrollment anniversary date. The third -year anniversary true -up order is due within 30 days prior to the Expiration Date. Enrolled Affiliate may true -up more often than at each Enrollment anniversary date except for Subscription License reductions. (1) Enterprise Products. Enrolled Affiliate must determine the current number of Qualified Devices and Qualified Users (if ordering user -based Licenses) and order the License difference (if any), including any Enterprise Online Services, EAZD11 EnrGov(US),SLG(ENG)(Au12011) Psge 4 or 10 Document x20 -02t13 (ii) Additional Products. For Products which have been previously ordered, Enrolled Affiliate must determine the Additional Products used and order the License difference (if any). (111) Online Services. For Online Services identified as eligible for true -up orders In the Product List, Enrolled Affiliate must first reserve the additional Licenses prior to use. Microsoft will provide a report of Reserved Licenses in excess of existing orders to Enrolled Affiliate and its Reseller. Reserved Licenses will be invoiced retroactively for the prior year based upon the month In which they were reserved. (iv) Late true -up order. If the true -up order is not received when due: 1) Microsoft will invoice Reseller for all Reserved Licenses not previously ordered. 2) Transitions and Subscription License reductions cannot be reported until the following Enrollment anniversary date (or at Enrollment renewal, as applicsble). (v) Transitions. Enrolled Affiliate must report all Transitions. Transitions may result in an increase In Licenses to be included on the true -up order and a reduction of Licenses for prior orders, Reductions in Licenses will be effective at end of the Transition Period. Associated invoices will also reflect this change. (vi) Subscription License Reductions, Enrolled Affiliate may reduce the quantity of Subscription Licenses on a prospective basis If permitted: In.,the Product List as follows: 1 i For Subscription Licenses part of an Enterprise -wide commitment, Licenses may be reduced if the total quantity of Licenses and Software At urance for an applicable group meets cr exceeds the quantity of Qualified Devices ;:identdied on the Product Selection Form, Step -up Licenses do not count towards this total nt.-' 2) For`£nterprise Online Services not part o €,.an En#srpn€t�-Wr06" commitment Licenses can be reduced as long as the initiaforder minimu requirements are maintained. 3) For Additional Products available, as `Subscriptipn licenses, Enrolled Affiliate may reduce the Licenses. If the License count Is reduced to zero, then Enrolled Affiliate's use of the applicable Subscription License will be cancelled. Invoices will be adjusted to reflect any reductions in Subscription Licenses at the true -up order Enrollment anniversary date and effective as of such date. (vii)Update statement. An update statement must be submitted instead of a true -up order if, as of the initial order or last true -up order, Enrolled Affiliate's Enterprise has not: (1) changed the number of Qualified Devices and Qualified Users licensed with Enterprise Products or Enterprise Online Services; and (2) Increased its usage of Additional Products. This update statement must be signed by Enrolled Affiliate's authorized representative. The update statement must be received by Microsoft between 60 and 30 days prior to the Enrollment anniversary date. The last update statement is due at least 30 days prior to the Expiration Date. d. 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: For step -up Licenses included on an initial order, Enrolled Affiliate may order according to the true -up process. (11) If step -up Licenses are not included on an initial order, Enrolled ANillate may step -up initially by following the process described in the Section tiled "Adding new Products not previously ordered,` then for additional step -up Licenses, by following the true -up order process. M011EnrGov(US)SLG(ENG)(Ju12011) pros 5 W to Document X20,021M (111) If Enrolled Affiliate has previously ordered an Online Service as an Additional Product and wants to stop -up to an Enterprise Online Service eligible for a Transition, the step -up may be reported as a Transition. (iv) If Enrolled Affiliate Transitions a License, it may be able to further step -up the Transitioned License. If Enrolled Affiliate chooses to step -up and the step -up License is separately eligible to be Transitioned, such step -up Licenses may result in a License reduction at the Enrollment anniversary date following the step -up. 6. Payment terms. For the initial or renewal order, Enrolled Affiliate may pay upfront or elect to spread its payments over the applicable Enrollment term If spread payments are elected, unless Indicated otherwise, Microsoft will invoice Enrolled Affiliate's Reseller In three equal annual installments. The first Installment will be invoiced upon Microsoft's acceptance of this Enrollment and on each 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. 7. End of Enrollment term and termination. S. General. At the Expiration Data, Enrolled Affiliate must immediately order and pay for Licenses for Products it has used but has not previously submitted an order, except as otherwise provided In this Enrollment. b. Renewal Option, At. the Expiration Date, Enrolled Affiliate can review Products.by renewing 11 the Enrollment for one additional 36 full calendar month term or`signulg A n.aw Enrollment. Microsoft must ;receive a Product Selection Form and renewal order irk?, , of 8t the Expiratlohi Data, The renewal term. will start on the day, follrwing the' Expiration ".Date. Microsoft will not unreasonably `reject any renewal. Mlo"oft,tnay make a change to this program that will make it necessary for Customer and its Enrol* Affiliates to enter into new Agreements and Enrollments. c. If Enrolled Affiliate elects not to renew, (1) Software Assurance, If Enrolled Affiliate elects not to renew Software Assurance for any Product under its Enrollment, then Enrolled Affiliate will not be permitted to order Software Assurance later without first acquiring LBSA. (II) Online Services eligible for an Extended Term.. For Online Services Identified as eligible for an Extended Term in the Product Lit, the following options are available at the end of the Enrollment initial or renewal term. 1) Extended Tenn, Licenses for Online Services wilt automatically expire in accordance with the terms of the Enrollment, An extended term feature that allows Online Services to continue month -to -month ( "Extended Term ") is available, During the Extended Term, Online Services will be Invoiced monthly at the then- current published price for Enrolled Affiliate's price level as of the Expiration Date plus a 3% administrative fee for up to one year. If Enrolled Affiliate does want an Extended Term, Government Partner must submit a request to Microsoft. Microsoff must receive the request not less than 30 days prior to the Expiration Date, 2) Cancellation during Extended Tenn. If Enrolled Affiliate has opted for the Extended Term and later determines not to continue with the Extended Term, Government Partner must submit 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 the notice. (ill) Online Services not eligible for an Extended Term. If Online Services are not Identified as eligible for an Extended Term in the Product Lisle the Licenses will be EA2011EnrGov(U$)8l G(ENG)(Ju12011) Pepe a of fe Docummt X2602113 cancelled and will terminate as of the Expiration Date. Any associated media must be uninstalled and destroyed and Enrolled Affiliate's Enterprise must discontinue use. Microsoft may request written certification to verify compliance. (Iv) Customer Data. Upon expiration or termination .of a License for Online Services, Enrolled Affiliate must tell Microsoft whether tw 1) disable its account and then delete its Customer Data ( "Data Deletion "); or 2) retain its Customer Data in a limited function account for at least 90 days after expiration or termination of the License for such Online Service (the "Retention Period ") so that Enrolled Affiliate may extract its Customer Data. 3) If Enrolled Affiliate indicates Data Deletion, Enrolled Affiliate will not be able to extract its Customer Data. if Enrolled Affiliate indicates it wants a Retention Period, Enrolled Affiliate will be able to extract its Customer Data through Microsoft's standard processes and tools, and Enrolled Affiliate will reimburse Microsoft if there are any applicable costs to the extent allowed by applicable law. If Enrolled Affiliate does not Indicate either Data Deletion or a Retention Period, Microsoft will retain Enrolled Affiliate's Customer Data in accordance with the Retention Period. 4) Following the expiration of the Retention Period, Microsoft will disable Enrolled Affiliate's account and then delete its Customer Data, 5) Enrolled Affiliate agrees that other than as descrlkggt above, Microsoft has no obligation to continue to hold, export or return EnroIW Affitiate'S;Customer Data. Enrolled Affiliate agrees Microsoft has no liability whaESOxer for delepon of Enrolled Affiliate's Customer Data pursuant to these tar d. Termination foie cause. Any termination for cause of this Enrollment wilt tie " subject to the "Termination for cause' Section of the agreement. e. Early termination, Any Eady termination of this Enrollment will be subject'to the "Early Termination' Section of the Enterprise Agreement For Subscription Licenses, in the event of a breach by Microsoft, Microsoft will issue Reseller a credit for any amount paid in advance that would apply after the date of termination. EA2011 EnrGoVlU$)6LG(ENG)(.1U=1 i) Pap 7 of 10 Document X20-02113 Enrollment Details 1. EnralledAffiliate's Enterprise. . Identify which Affiliates are included in the Enterprise. Check only one box in this section: 0 Enrolled Affiliate ❑ Enrolled Affiliate and the following Affiliate(s): ❑ Enrolled Affiliate and all Affiliates, with following Affiliate(a) axcluda J: Please Indicate start of thia<F the 2. Contact information � � � , � w :r Each party will notify the other in writing If any of*" ipigrni kfoA 3n t £follow) ng contact 'Information page(s) changes. The asterisks (`) indicate requireckelds .. By provxting, corrtaat Information, Enrolled Affiliate consents to_&use for purposes of administering this Enrollment by pticrosoft, its Affiliates, and nit e a t help administer this Enrollment. The personal information pr9yided in connection with nra cif° will be used and protected In ascordanca, =With the "privacy statement available at ��, 41 �SCCFSn' fLC` +]rnitiL271ain,�/fulC.t��iYteC. a. Primary contact. This contact Is the primary contact for the Enrollment from within Enrolled Affiliate's Enterprise. This contact is also an Online Administrator for the Volume Licensing Service Center and may grant online access to others. Name of entity (must be legal entity name)* City of Rosemead. Contact name First Matthew Last Hawkesworth Contact small addrese" mhawkesworth(ycityofrosemead.org Street address' 8836 E Valley Blvd City` Rosemead State/ProvinW CA Postal code 91770 - (For U.S. addresses, please provide the zip + 4, e.g. xxxxx xxxx) Country" LISA Phone 626 -569 -2107 Fax 626.307 -9218 Tax ID 95- 2079994 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 EA2011 EnrGov(US)SLG(rNG)(J1i+12011) Page a of 10 Decumerd.x2"2t13 grant online access to others, and (3) is authorized for applicable Online Services to add or reassign Licenses, step -up, and initiate Transitions prior to a true -up order. ® Same as primary contact Name of entity* Contact name" First Last Contact email address* Street address* City* State/Provinne* Postal code* (For U.S. addresses, please provide the zip + q, e.g. xxxxx-xxxx) Country" Phone" Fax Language preference. Choose the language for notices. English This contact Is a third parry (not the Enrolled Affiliate). Warning: This contact receives personally identifiable information of the Customer and its. Affiliates. c. Microsoft Account Manager. Microsoft Account Manager for this Enrolled Affiliate Is: Microsoft account manager name; Rob Nelson Microsoft account manager email address: v- rona@micro;ofLcom d. Media delivery contact (DO NOT COMPLETE IF ATTACHING MEDIA ELECTION FORM). This Is the contact at the ship to /electronic delivery address ® Same as notip" contact and Online Administrator... Name of entity* Contact amer drat" Last' Contact annaii address (required for online access)' Street address (no PO boxes accepted)* . City* State /Province" Postal code* (For U.S. addresses, please provide the zip ,+ 4, e.g. xxxxx -xxxx) Country* Phone* Fax e, 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, step -up, and initiate Transitions prior to a true -up order. ® Same as notices contact and Online Administrator Name of entity* Contact name First Last Contact small address` Street address* City* StatelProvinca* Postal code* Country* Phone* Fax D This contact is from a third party organization (not the entity). Warning: This contact receives personally identifiable information of the entity.. I. Reselter information. Reselier contact for this Enrollment is: Reseller company name* dell Inc. Street address (PO boxes wtl not be accepted)' One Dell Way City* Round Rock State /Province* TX Postal code 78682 Country* USA Contact name" EA20i 1 EnrG0v(US)SLG(ENG)(Jut201 t) Page 0 or 10 DOCUMOnt X20.02113 PnonW Fax gN7• N65.17,PO Pvx, 8YS �f6S 33�'� Contact email address* us�-nlk-vl—admtn@dell.com The undersigned confirms that the Information Is correct, Name of Reseller` Dell Inc. Signature *, Printed name* I&II IMelca,,.- Printed Utla* t� Date* g.3, 012 Changing a Reveller. If Microsoft or the Reseller chooses to discontinue doing business with each other, Enrolled Affiliate must choose a replacement Reseller, tf Enrolled Affiliate or the Reseller intends to terminate their relationship, the Initiating party must notify Microsoft and the other party Using a form provided by Microsoft at least gQ days prior to the date on which the change is to take effect. Q. If Enrolled Affiliate requires a separate contact for any of the following, attach the Supplemental Contact Information hum. Otherwise, the notices contact and OnNne Administrator remains the default. • Additional notices contact • Software Assurance manager • Subscriptiogs r"nager • Customer Support, Manager (CSM) contact Financing elections. Is a purchase under this Enrollment being financed, through MS An" ancing? Yes, ® No. EA2011Enrgov(U $)$i.0(ENG)tJU12011I Pop 10 W 10 Document X20-02113 Miff I Volume licensing Enterprise and Enterprise Subscription Enrollment Product Selection Form — State and Local Enrollment Number 191533 Microsoft to complete for India/ lean 4 Reseller to complete for renewal Step 1. Please Indicate whether Enrolled Affiliate Is ordering Enterprise Products or Enterprise Online Services on the initial enrollment order. Choose both if applicable. ® Enterprise Products. Choose platform option: Components only (not full platform) Qualified Devices: 75 Qualified Users: 100 ❑ Enterprise Online Services' Step 2. Select the Products and Quantities Enrolled Affiliate is daring on Its Initial Enrollment Order. Quantity may not include any Licenses which EnrolldrY. ffillate has selected for optional future use, or to which it is transitioning or stepping up withi An nt term. Products for which the Enrolled Affiliate has an option to transition or ste alp tho k n Step 3. Products' r -r Office 366 Plan E `' Office 366 Plan E2 z d Office 365 Plan E3` ,f Office 365 Plan E4 'Core CAL, includin `grid a CAL s' if livable '" 'Core CAL tare aAl tsntl a for windows Inturle =.. _ t Care CAL Brldpe for Offlce365 and WinddwslrifUnb "" I TernriaP CAI IFCAI 1 Office 365 must be the same across CAL EA- EASProdSelFOrm (US)SLG(ENG)(Oct2011) Page t of 3 Document X20.02722 If selecting Windows Desktop or Windows Intune option, Enrolled Affiliate acknowledges the following: a. The Windows Desktop Operating System Upgrade licenses offered through this Enrollment are not full licenses. The Enrolled Affiliate and any included Affiliates have qualifying operating system licenses for all devices on which the Windows Desktop Operating System Upgrade or Windows Intune licenses are run. b. In order to use a third party to reimage the Windows Operating System Upgrade, Enrolled Affiliate must certify that Enrolled Affiliate has acquired qualifying operating system licenses. See the Product List for details. Step 3. Indicate new Enterprise Products and Online Services Enrolled Affiliate has selected for optional future use where not selected on the initial enrollment order (above): Step 4. Establish the Enr rlrate's Price U_* EhrolledT t uantity of Software Assn; uses in eiich of the Aylps s g the quantities en above tab �� I llnri A fiUa�doa ct or Enter t e p�$eiCe as atl�i)h� applie U for Ad , al Products In thd%am oo Wf Apr(, eVe� hr= o nrollment. r a - v m g Do not include Bridge CALs as x � qua t e� ed b �0 rresponding Enterprise Online Service(s). Products Group wall"= Office Prdf psional Plus + Office 250 and Professii I Plus fbr Office 365 +, 1 75 Abova D .,y„ Client Access License + 2 0 Office 365 Plans E1 E4 9' Client Access Licehse + Windows 3 0 Intune Add -on + Windows Intune Windows Desktop Upgrade + 4 75 Windows VDA+ Windows Intune mwa anu �uaa.p.aa vn.u.c .am ♦.wa. vc. P. o.c ,cro, wn,y u,c D from Groups 1 throuch 4 7 Pool: Set Drice level Enterprise Online Services may not be available in all locations. Please see the Product List for a list of locations where these may be purchased. 2 Additional Products may be included on the order, but are not selected on this form. 3 Windows Intune Add -on requires purchase of Windows OS Upgrade or Windows VDA. 4 MDOP requires purchase of Windows OS Upgrade, Windows VDA, or Windows Intune. EA- EASProdSelForm (US)SLG(ENG)(Oc12011) Page 2 of 3 Document X20 -02722 Office Pro Plus for Office 365 Products' , Office 365 Plan E1 Office 365 Plan E2 Office 365 Plan E3, Office 365 Plan E4 = a Enter riseCAL ECAL Step-up, Windows Intune includin Bridge CA k�,- Windows Intune Add -on Step 4. Establish the Enr rlrate's Price U_* EhrolledT t uantity of Software Assn; uses in eiich of the Aylps s g the quantities en above tab �� I llnri A fiUa�doa ct or Enter t e p�$eiCe as atl�i)h� applie U for Ad , al Products In thd%am oo Wf Apr(, eVe� hr= o nrollment. r a - v m g Do not include Bridge CALs as x � qua t e� ed b �0 rresponding Enterprise Online Service(s). Products Group wall"= Office Prdf psional Plus + Office 250 and Professii I Plus fbr Office 365 +, 1 75 Abova D .,y„ Client Access License + 2 0 Office 365 Plans E1 E4 9' Client Access Licehse + Windows 3 0 Intune Add -on + Windows Intune Windows Desktop Upgrade + 4 75 Windows VDA+ Windows Intune mwa anu �uaa.p.aa vn.u.c .am ♦.wa. vc. P. o.c ,cro, wn,y u,c D from Groups 1 throuch 4 7 Pool: Set Drice level 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. 2 Additional Products may be included on the order, but are not selected on this form. 3 Windows Intune Add -on requires purchase of Windows OS Upgrade or Windows VDA. 4 MDOP requires purchase of Windows OS Upgrade, Windows VDA, or Windows Intune. EA- EASProdSelForm (US)SLG(ENG)(Oc12011) Page 2 of 3 Document X20 -02722 FA- EASProdSelForm(US)SLG(ENG)(Oct2OI 1) Page 3 of 3 Document X20-02722 IMF Volume Licensing Enterprise Enrollment Amendment ID W29 1. On the first page of the Enrollment, the following Is added after the second paragraph: By entering into this Enrollment, the Enrolled Affiliate agrees that (1) it also has 250 or more Qualified Devices or Qualified Users; or (2) as a condition of entering into this Enrollment with 25- 249 Qualified Devices or Qualified Users, Enrolled Affiliate has elected not to receive CD ROMs as part of the Enrollment and therefore no CD ROMs will automatically be shipped. If Enrolled Affiliate is enrolling with 25 -249 Qualified Devices or Qualified Users and it would like to receive CD ROM Kits and updates, Enrolled Affiliate may order these through its Reseller for a fee. The submission of this Amendment can only be placed against a 2011 Enterprise Agreement or an Enrollment that has the Updated EA Amendment terms and conditions applied. The submittal of this Amendment may not be contingent on submittal of a new Enterprise Agreement. 2. Section 5a of the Enrollment titled "Order Requirements" irfp hereby amended and restated in Its entirety with the following: a. Minimum Order Requirements. Enrolled Affihpgi,' t have a minimum of 25 Qualified Users or Qualified Devices (I) Initial Order. tqjtial order must Inclu,�W--least 5 If is n& four groups outlined in t uct Selection F� e a, (li) If chno' Ypr e P PCtF jf�hgosln �n ns group outli P �ro�dL' i FOrd[t; droll FA 5 an Products and'corrtspof Ing' nief rise ilnp Sethi a t gr qp� ' (IIQ Additional Products: Upon s hl Inttf) above, Enrolled Affiliate may order Additional Prod (IV) Country of Usage. "Enrolled Affdlat Wopegfy th tries where Licenses will be used 1 its Initial order and on any addiifgneiotders. T_ Assurance renewal. FRe[,i4y ng Software Assurance: If Enrolled Affiliate will be renewing PrAdiiCks l�� are Assurance Assurance coverage from a separate agreement, check.th15 box. By checking the above box, a new section is added to the Enrollment entitled "Software Assurance addition." Enrolled Affiliate is permitted to and will include in its initial order under this Enrollment Software Assurance quantities from eligible Program's identified in the table below, even though Enrolled Affiliate is not otherwise eligible to order such Software Assurance without simultaneously ordering a License. Enrolled Affiliate agrees that any perpetual Licenses received through the New Software Assurance shall supersede and replace the underlying Licenses, and the underlying Licenses are not to be transferred separately from any Licenses received through the New Software Assurance. Any remaining payment obligations with respect to the underlying Licenses shall continue in effect. EAEnrAmend (Sub250)(Ind)(ENG)(Apr2D12) Sub 250 Enterprise Enrollment W W29 Page 1 oft wwle Program License ID Number Expiration Date EAEnrAmend (Sub250)(Ind)(ENG)(Apr2012) Sub 250 Enterprise Enrollment W 29 Page 2 of 2 Program Signature farm ;uirestireuiru.l: 6�r f�"j 1 �3' (p� `� Note z �ral ctR�irl�h alalP f:yva_anrket Asaooar1 nv ih ei � s g ' telvw 'hicr"afl req�� We YKCer_Yaiad xldiw twin@ r W� Iwdxattrl hW'O_ or 5st<oa zstI ICAY Ik`.iYYN: Sc'•fd- Pf'capc(3Ck ' This signature for'In and aG contract docafa ent5 k1for4ifle a 11 t -10 t Y .le I)MOw are entered into between the Custorne, and the - MicroseftAhrffat& signing, aS of the r zzd ve ua.c,dc:difiod below, By sighing below, ;v; c ^,ust liner and the Nf craso Affiliahr ❑aree ttrai b Ah, parties 111.) have received, read ahtl undfrquirld the above, rootYaci, documents, itM.bdfng any websiteS df CIOCU'1*45 incorpopited by reference and any arnendrr nts Ond (2) a�foe to be hot,nd by the :errn:'of all such dry avartts. Tiania of-entity (must be legal entity nanle )t" City of Rosemead Signature °a Pnrated Nallle ` Matthew E f latiah wofth i Frantetl Title" As� mian, City Mari$gef 1 Signature pate* 08116,12091 . ------ _ ------ _ 1'3a'7rdInS.J �!"arryt(itii5 Jn „f�},4'(CNr t�'?0't [;j Printert Name: Printed TWO siynrture Lariat 'tl9sJt_t_Idert9llt�, �t�..:.... Ellen O'RO.O. contract p,dmiriI for J( f prie of t Tax ID 95- 2079994' "irir } }na }eo rc.rnrim.l Fiatrl Optional 2" p Customer signature or Outsourcer Signature (if applicable) I, Name of Entity (must be legal entity name) * Name of Entity tmust be legal entity name) Signature * Signature * Printed Name * Printed Name " Printed 'Title * Printed Title * Signature Date Signature [late If Customer requires physical media, additional contacts, or is reporting multiple previous Enrollments include the appropriate form(s) with this signature form. If no media form is included, no physical media will be sent; After this signature farm 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 farm is Fully executed by Microsoft, Customer will receive a confirmation copy. Microsoft Licensing, 'OP Delft. 651, Volume Licensing 6100 Neil Road, Suite 2'10 Reno, Nevada 89611-1137 USA Prepared By: Name of Preparer Email of Preparer ?iagramSigWorm(MSSign)(NA)gF NG)(GcL2016) Page 2 o 2. Microsoft Licensing GP Tel 775 823 5600 6100 Neil Road Fax 775 826 0506 A Microsoft Company Reno, NV 89511 -1137 jit ' Volume Licensing Customer, Welcome to the Microsoft Volume Licensing Program. Enclosed is your copy of your new Volume Licensing Agreement with Microsoft, which is now in effect with your company. By now you should have received an email notification from Microsoft regarding acceptance of the terms and conditions of your Volume Licensing Agreement. The email notification contains current contract information such as licensing pools, participant contact information, and more. In addition to the electronic email acceptance letter, you should have received a second email from Microsoft, with information regarding an online resource called Volume Licensing Service Center (VLSC), which contains detailed and confidential information regarding your Microsoft Volume Licensing account, including transaction history, product downloads, and Volume Licensing Product Keys. If you have not received your electronic acceptance notification or VLSC instructions please contact your Large Account Reseller or Enterprise Software Advisor for assistance. Keep this contract . in a secure location. It is important that you understand all of the terms and conditions contained within, and can access the information if questions arise. Thank you, Microsoft Licensing, GP Microsoft Licensing, GP is an equal opportunity employer. Enrollment number {M&aollJJtirti?te tocomptVei Proyious Enrollment, agreement or auth number if canE Nicnimsoff I Volume Licensing State and Local Proposal ID l i %Y fNso't6r it, a R?IJ O) Earliestexpiring previous Enrollment sad data ' (PaseNSr to ccmplole) rtwnmr [w cvnM +�:m1 r [ from mulliple pieviuue Emollman1l wth Sortwnra Ass'aronw. complele Ito imuillple proloue Enrollment Corm and alCacl, d to lnir � 9 .• i Sri F • '! . ! ' +f This Microsoft Select Enrollment is entered into between the entities, as of the effective elate Identified on the signature form, This Enrollment consists of (1) This Enrollment (2) the terms of the Select Agreement identified on the signature form and all attachmerts identified therein. Enrolled Affiliate agrees to purchase Licenses equal to at Least 750 points during the initial teen of this Enrollment All terms used but not defined are located atiitt .Ellhuwwnilcrosnft comilicensfno /contracts. E=ffective date If Enrolled Affiliate is renewing Software Assurance coverage from one or more previous Microsoft agreements, then the effective date of this Enrollment will be the clay after the earliest expiration of such coverage, Otherwise the effective date will be the date this Enrollment is processed by Microsoft. Term. This Enrollment will eXptre on the date the Microsoft Select Agreement identified on the signature form expires, Qualifying systems Licenses. The operating system Licenses granted under this program are upgrade Licenses only. Full operating system Licenses are riot- auaftable under this program. If Customer selects the Windows Desldop Operating System Upgrade, all Qualified Desktops on which the Customer runs the Windows Desktop Operating System Upgrade must be licensed to run one of the qualifying operating su%j2ct to change when new versions of Windows are released. In order to use a third party to reiinaye the Windows Operating System Upgrade, Enrolled Affiliate must certify that it has acquired qualifying operating system licenses. See the Product List for details: W 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 In €ormation provided in connection with this Enrollment will be used and protected in accordance with the privacy statement available at hIttps:lllican§- g.miefasoftcar.1, a. Primary contact information. Enrolled Affiliate must identify an Individual from inside its organization to serve as the prirrl contact. This contact Is also an Online Administrator for the Volume Licensing Service Center and may grant online access to others, Name of entity; (must be legal entity dame), City of Rosemead Contact name`: First Matthew Last Hawkesworth Selecl201 0Enr(US)SLG(ENG)(oc Vill b) Page I of rJaecin IEMIX2tr 42347 Contact email address* mhawkesworth @cityofrosemead.nrg Street address' 8836 Vaiiap ®IVd City* Rosemead Mate* CA postal code' 99770 Country * USA Phone" 626.569 -2107 Fax 626 - 307-9216 Tax to 05- 20799$4 b. Notices and online administrator. This individual receives contractual notices, They are also the Online Administrator for the Volume Licensing Service Center and may grant online access to others. ® Same as primary contact Name of entity (must be legal entity name)* Contact name*: First Last Contact email address" Street address" City` State* Postal code* Country" Phone' Fax c. Language preference, Woe( the language for notices, English d, Microeoft account manager provide the Microsoft account manager contact for this Enrolled Affiliate. Microsoft aot:0110t manager name: Juah Garza Microsoft account Manager email address: v JgarzQmieresoft.00rti e. If Enrolled Affiliate regUtres. a separate contact .for any, of the following, attach the Supplemental Contact Information ib. m. Otherwise, the notices contact remains the default: • Additional notices contact • Software Assurance manager Subscription manager • Online Services manager • Customer Support Manager (CSM) contact L Ise purchase under this Enrollment tieing financed through MS Financing? Fj Ws, ONO. g- Reveller Information, Reveller company name* ✓veil Mafkeiirq -FP DUI Inc- Street address (PO boxes will not be accepted)` li7e City* dnNalo Grew State" if. Postal Code* 880fiH -d v�d Country* USA cOntactnalbe "fdatharT?ottT iwrl E(OttFiGLC- 1UY12CtOffU Phone* 847 -465 -3700 Fax Contact email address* 115 M8 OoYt�EA SelactQlaell.00rn 5alact2010Pnr {US)SLStCNGitOCt2040Y Onc.Oeil LJr7 i P-(?C t=, Pago 2 of 4 nowmant X20 -02347 The undersigned confirms that the Information is Correct Name of Resetto/��1` printed narna` U—b t yla 1.1(yWwC Printed tttlo' v - PM i- pate° 5i( Chi .. 0 b "angfng a RaseOer. If Microsoft or the Roseller chooses to discontinue doing business With each other, Enrolled Affiliate must choosee a replacement Reselier, It Enrolled Affiliate or the Reselier intends to terminate their relationship the initiating party, It must notify Microsoft and the former Resoller using a forrh provided by Microsoft at least go days prior to the date on which the change [*to take effect- F. Software Assurance Membership election, To become a Software Assurance Member, Enrolled Affiliate must agree: to purchase and maintain Software Assurance for all copies of all Products licensed under this Enrollment from at least one Product pool, For a description of benefits resulting from choosing one or more product pools below and additional details regarding the Software Assurance Membership progratrtl, please consult with the Reselier or Microsoft account managet.. For earb Product pool, mark :" es" or "no" to indlcate.whethor Enrolled Affiliate fs. c)bMm'ittinq to purchase and maintain Software Asaufafmce..for all copies of all Products licensed from that: pool under this Enrollment. I Renewing Software Assurance. all 1` ve. If knrolled Affiliate, is renewing Software Assurance from multiple Select programs or consolidating other Previous Enrollments or agreements (including Open authorizations) into (his Enrollment please complete, the multiple previous Enrollment form and attach it to this Enrollment. The earliest expiring previous Enroiimeirt/agreement which contalns Software Assurance Is to be inserted on the signature fora), If only one ptevious Frimllmentlagreement is renewing, please insert that previous number an the signature .form. Seter .Y2tl'Ie6nr{US)SIGtENG) {Ocl24itl) Pa eaof3 GocurnontX2tt -p2�gr -Nola: If ,:: ^Yes" is. 710a C] 0 marked, orders fp Licenses must hav hh--� i ) �( Software Servers ( Assuran I Renewing Software Assurance. all 1` ve. If knrolled Affiliate, is renewing Software Assurance from multiple Select programs or consolidating other Previous Enrollments or agreements (including Open authorizations) into (his Enrollment please complete, the multiple previous Enrollment form and attach it to this Enrollment. The earliest expiring previous Enroiimeirt/agreement which contalns Software Assurance Is to be inserted on the signature fora), If only one ptevious Frimllmentlagreement is renewing, please insert that previous number an the signature .form. Seter .Y2tl'Ie6nr{US)SIGtENG) {Ocl24itl) Pa eaof3 GocurnontX2tt -p2�gr Select Media Election Form Entity name" City of Rosemead (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 htfpslilicensing.microsoft.cont under fulfillment wide. 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 Enroliment. 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 CDIDVD -ROM subscriptions and licenses that Microsoft provides (if arty) under this election form will be celivered on a DDU (INCOTCIRMS 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 CDIDVD -RCM subscriptlons 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 custom's formalities. In any event, after any such CDtDVD -RCM subscriptions and licenses rpactr the part of entry s in entity's country, (t) 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 CDiDVD —ROM- subscriptions and licenses, including the carrier medium and related documentation, will be transferred from Microsoft to entity, MEDIA DELIVERY ADDRESS 'Same as notices contact in the Enroifrrtrant Name of entity' Contact name: First` Last* Contact etnail address (required for online access)* Street address (no PO boxes accepted)' City" Statelt'rovfnce" Postal code" County " Country" Phone* Fax In City Limits d Estimated Tax Rate If entity chooses below to receive media In addition to the software download option available at hops lifeensina rnrcrC sgftconj, entity's selected media preference w;ll be nested in Microsoft's systems so entity may automatically receive that media preference. Please note that DVD kits will include DVDS it 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? Download Only Does entity request a comprehensive kit? (This option does notapoly to renewing entitles) No Does entity request subscription updates? No sere dMedlal�orrMNA)(PNGI(W2009l Rage I of .2. Media shipping information form — Comprehensive kit (continued) Entity may choose a maximum of 3 languages to receive physical media delivery free of charge. SelectMediaForm (NA)(ENG)(Oct2009) Page 2 of 2 For each language and Language group entity elects to receive, ,App"IicationsPool mark the Sys#ems Pool ' ,- corresponding box with an X ServeitPool Office Developer Client, Family Tools Business Windows Server Server Applications English English/ Multi-Language Arabic ❑ ❑ ❑ ❑ ❑ ❑ E] ❑ Brazilian Portu uese ❑ ❑ ❑ ❑ Bulgarian Chinese Simplified ❑ ❑ ❑ ❑ ❑ ❑ ❑ Chinese Traditional ❑ ❑ ❑ ❑ ❑ Chinese Traditional Hong Kong ❑ ❑ I ❑ Croatian Czech ❑ ❑ ❑ ❑ :. ❑ - .,,... ❑ Danish ❑ ❑ ❑ Dutch ❑ ❑❑ , ".' ±` Estonian Finnish ❑ . ❑ .: ❑ ❑,.. :i. , ❑ -' French ❑ I ❑ ❑ `, .;;'. ❑ German ? ❑ °: ❑ ❑ ?: ' " ❑ ` ❑ Greek ❑ ❑ Hebrew ❑ ❑ ❑ Hungarian Indic Indian Languages) Italian ❑ ❑ ❑ ❑ ❑ r ❑..'❑ _❑ ❑ ❑ Japanese I El E] I Korean'.. ': ❑ ❑ ❑ I ❑ ,:... ❑ Latvian Lithuanian ❑ ❑ ❑' - - ❑ Norwegian ❑ ❑ ❑ Polish ❑ ❑ ❑ ❑ Portuguese ❑ ❑ I ❑ I ❑ Romanian Russian ❑ ❑ ❑ ❑ ❑ ❑ Serbian Latin Slovak ❑ ❑ ❑ ❑ Slovenian ❑ ❑ ❑ ❑ ❑ ❑ ❑ Spanish Swedish Thai ❑ ❑ ❑ ❑ 1 ❑ 1 ❑ Turkish ❑ ❑ ❑ I ❑ Ukrainian ❑ = Not Available ❑ SelectMediaForm (NA)(ENG)(Oct2009) Page 2 of 2 Program Signature Farm MBAIMBBA number Agreement number 01 903 ;�7 NOM. Enter the applicable active numbers associated with the documents below. Microsoft- requires the associated active number be indicated here, or listed . below as new mimsoft, I Volume Licensing Sf3N- . i?it�posallD . This signature form and all contract documents identified In the table below are entered into between the Customer and the MmrosoftAfflliate signing as of the effective date identified below. Contract Document <Choose Agreement> Number or � <Choose A rg eement> Document Numbet or'Q e <Choose Agreement> Roc¢ment Ntamber o e ) __ <Choose Agreements <Choose Agree � Document Nurlttflr Document Nu or. er or goo i e Istratonform> <CFoose Enrii0�i liate Re istratiotr FottYi >s��,DocumentNttm 3 .DocumentNumlf P'C� e ` pr r.- <Choose EnrollmentfAffiliateRe istratioa- Form `podurn iN mbetor�{�1�de.,__ _ _ <Choose EnrollmentlAffila1e Re istrafiot ForM - Aocu ittNCttTff3 gr Giatl� — EA Enrollment -- -� *i :.20 Ot91�2 -' -�•r i ' Amendment � 18 Document Descri tion Document Number orCode DocUhtant Description Document Number of Code Documen Des rl tP ion _ T Document Number or Code•.: Ry s,igrting below, Customer and the Microsoft Affiliate agree that both parties (1) have'recelved' read and understand the above contract documents, Including any websitos or documents incorporated by reference and any amendments and (2) agree to be bound by the terms of all such documents. Name of Entity (must be legal entity name) " City of Rosemead Signature Printed Namm atihew �EHaw=esworth "— ' Printed Title * Assistant City Manager Signature pate * 07/14/11 Microsoft Licensing, 43P Signature Printed Name Ellen O'Roud e Printed Title Oontl'act� Administrator AUG 9 ':5 2019 ProgramS ignKorm (MSSign)(NA)(ENG)(Oct2glk) Pegs 1 of r'7r� Tax ID 952079994 indicates required field Optional 2"a Customersignature or Outsourcer Signature (if applicable) Name of Entity (must be legal entity name) ` Name of Entity (must be legal entity name) " Signature' Printed Name Printed Title * Signature Data Signature * — Printed Name' Printed Title * Signature Date if Customer requires physical media, additional contacts, or is report include the appropriate form(s) with this signature form. If no media, fc will be sent. After this signature form is signed by the Customer, send it and'the G channel partner or Microsoft account manager: who must submit then the signature form is fully egec6tkd by Microsoft, Customerwill reeeivo" F� Mlcrasoft sin' Dept. 551, Volume Licensing 6100 Neil Road, sSiiite 210 Rena, Nevada 89511 -11377 USA Prepared By: of (ultiple previous Enrollments, included, no physical media to Customer's Idress. When ProgramS ignFoon (MSSign)(NA)(ENG)(Oct2OiO) Pepe 2 of 2 Microm*, I Volume Licensing Enterprise Enrollment State and Local Enterprise Enrollment number P j -1 ProposatlD (Microsoft M Coin lete) Previous Enrollment number Earliest expiring previousi Enrollmant end date (Roselle, to complete) I If consolidating from multiple previous Enrollments will, Software Assurance, complete the multiple prevkUS Enrollment form and attach n to this Enrollment. Enterprise Products can onlybe renewed from a qualifying Enrollment. .Additional .products can be renewed froth any previous Emgllment with Software Assurance This Microsoft Enterprise Enrollment is entered into between the entities as of the effective data identified in: the s gnature.form. Customer represents and warrants that it is the same Customer, or an Affiliate of the Customer, that entered into the Enterprise Agreement identified above. This Enrollment consists of (1) this document, (2) the terms of the Entarpris". greement identified on the signature form, and (3) any supplemental contact Information form or m'j eapr ?vipus enrollment form that may be required. if Customer's Enterprise Agreement is a version 6Feadier,_the.Desktop Terms try and Conditions are incorporated, reference. All terms used but not definer €716cated at ht[n f /rnicr sofLcom /licensirialeontraoi ' th'jrfe event of any conflict.the terms of the" reement contrgl: ? '� Effective date< If Customer is renewing `software Assurance lifying Enrollments, than the effective date wllVbe, the day after the first Enrolirfient expires; :otherwise the effective date will be the date this Enrollment is- accepted by Migrgsnfr If renewing Software: Assurance, the Reseller will nead to insert, the pro -yfous Enrollment dumber and end date in the respective boxes above Term. This Enrollment will expire 36 full calendar months from the effective date. It could be terminated earlier,pr renewed as provided in the Microsoft Enterprise Agreement. Miorosoft will advise Customer of the fen lo -.0ons before It expires. Pro older. The Reseller will provide Customer with Customer's Product prising and order, i?dcaa and `billing terms for all Products ordered will be determined by agreement between Customer and the Reseller. The Reseller will provide Microsoft with the order separately from this Enrollment: 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. If Customer selects the Desktop Platform or the Windows Desktop Operating System Upgrade & Software Assurance, all Qualified Desktops on which the Windows Desktop Operating System Upgrade must be licensed to run one of the qualifying operating systems identified in the Product List at llmicrosoft comflicensincicontracts. Note that the list of operating systems that qualify for the Windows Desktop Operating System Upgrade varies with the circumstances of the order. That !list is more extensive at the time of the initial order than it is for some subsequent true -ups and system refreshes during the term of this Enrollment. For example, Windows XP Home Edition or successor Products are not qualifying operating systems. EA2000EurGov (ADC)(US)SLG(EN(5)(Ju1201b) Page 1 of.A DocumeniX20- 0fd1'2 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, Customer 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 htlo:flficensing: mieroscft;com. a. Primary contact information: The Customer of this Enrollment must identify an individual from inside its organization to serve as the primary contact. This contact is the default administrator for this Enrollment and receives all notices unless Microsoft is provided written notice of a change. The administrator may appoint other administrators and grant others access to online information. Name of entity (must be legal entity name)* City of Rosemead Contact name* First Matthew Last Nawkesworth Contact email address* mhawkesworth @cityofrosemead.org Street address* 5838 Valley Blvd, City` Rosemead State * CA Postal code* 91770 Country* USA Phone* 626- 569 -2107 Fax 626- 307 -9218 'tax Ib (if applicable) 65- 2079994 b. Notices and online administrator: This permissions and,titdp pay ,grant online access notices, r �� Same as pjimary contact Name of entlty.(must be legal entitg.inamti)* Contact name* First "Blast, _ Cor tact email address* Street address* City* State * Postal code * =' Country * Phone" Fax ,,,L -:This contact is a third party (not the Customer). Warding: This contact receives _personally identifiable information of the Customer,_ c. Language preference: Select the language for notices. English d. Microsoft account manager. Provide the Microsoft account manager contact for this Customer, Microsoft account manager name: Jamie Woodward Microsoft account manager email address: v- jwood§microsoft,com e. If Customer requires a separate contact for any of the following, attach the Supplemental Contact Information form, Otherwise, the notices contact remains the default. • Additional . notices contact • Software Assurance manager • Subscription manager • Online Services manager • Customer Support Manager (CSM) contact f_ Is a purchase under this Enrollment being financed through MS Financing? ll Yes, 1A No. EA2009EnrGbv (AOC)(US)SLG(ENG)(3ul2010) Page 2 of 4 bacumenl X20 -01112 2.. g. Reseller information Reseller company name" Dell Inc. Street address (PO boxes will not be accepted)* One Dell Way City* Round Rock State * TX Postal code* 78682 Country* USA Contact name* Ir-, C.t" 5} \b{ {O Phone" 847- 465 -3700 Fax 847-465-3271 Contact email address' US_MS_VL_Admin @Dell.com The undersigned confirms that the information is correct. Name ofReselleA Qell Inc. Printedname* ��OtYlGlrt()Yi2u�t°2. Printed title* b rOA , Date" �t tS l Changing a Reseller. if Microsoft or the Reseller chooses4o discontinue doing - business With ona another,. Customer must. choose a replacement if C�Vpmer intends to change the Reseller, it must notify Microsoft and the former Reseller an f*ri6nan a form provided • at least 90 days prior to the date on which the change' is to te$ff3et: The change will take effect 90.days ftoro;;ll7e date of Customer's signature. A Use this sectiqui,to identily which Affiliates , consist of entire government agencies; o encies; departments, or legal jurisdictions. Only you (,and no other.affiliates) will be l ❑ Customer and all Affiliates are included future) ❑,Tate foi&itng Affiliates are excluded ded In the 6tet rJSGtlst(ittter.S,Eiiterll7ise must ,nts or. IegaFtgrsdl s, not patttai grvernmpot 3. Establishing Customer price level. The price level indicated in this section will be the price level for the initial Enrollment. term for all Enterprise Products ordered and for any Additional Products in the same. Polls). The price level fat any other Additional Products will be level "D':. Qualified Desktops: Customer represents that the total number of Qualified Desktops In Its Enterprise is, or will be increased to, this number during the initial term of this Enrollment (This number most be equal to at least 250 desktops). EA2009EnrGov (AOC),(06)$LG4ENG),(Ju12010) Rage'3 orA ❑owmera -X2(1 -01112 Qualified Users: Customer represents that the total number of Qualified Users in its Enterprise is, or will be increased to, this number during the initial term of this 100 Enrollment (This number must be equal to at least 250 users). 4. Enterprise Product orders. Price level (for pools in which Qualified Qualified Desktop User Customer orders an Enterprise Product): D D Price level (for pools in which Customer does not order an a Enterprise Product): Customer must select a desktop platform or any individual Enterprise Product before it can order Additional Products. The CAL selection must be the same across the Enterprise. The components of the current versions of any Enterprise Product are identified in the Product List. Please choose the Enrolled Affiliate's desktop option (Select 1):' ❑ Enterprise D ❑ Professional with MDOP ® Custom Desktop orindiv Select at least 1 component. ('' 19 0 r rise Product asktop Desktop License components must all be selected.) ❑ Windows Desktop (Includes Windows Desktop Operating System Upgrade and Windows VDA): < Select One> ❑ Office: Office Professional Plus ® Client Access License: Core CAL Client Access Licenses, please indicate whether licensing by Desktop or User: User Unless stated /indicated otherwise, Microsoft will invoice Customers Reseller in 3 equal annual installments. The first installment will be invoiced upon Microsoft's acceptance of this Enrollment and thereafter on the anniversary of the Enrollment. All subsequent new Additional Products and true -ups are billed in full. EA2009EnrGov (AOC)(US)SLG(ENG)(Ju12010) Page 4 of 4 Document X20 -01112 Ajkvosaft I Volume Licensi -tg Enterprise Enrollment — State and Local Amendment ID W16 1. On the first page of the Enrollment, the following is added after the second paragraph: By entering into this Enrollment, the Enrolled Affiliate agrees that (1) it also has 250 or more Qualified Desktops; or (2) as a condition of entering into this Enrollment with 25 -249 Qualified Desktops, Enrolled Affiliate has elected not to receive CD ROMs as part of the Enrollment and therefore no CD ROMs will automatically be shipped. If Enrolled Affiliate is enrolling with 25 -249 Qualified Desktops and it would like to receive CD ROM Kits and updates, Enrolled Affiliate may order these through its Reseller for a fee. 2. The section entitled "Establishing Customer price level," is hereby amended and restated in its entirety with the following: Establishing Customer Price /eVW/ The price level indicated in this section will be Customer s prig 1; ant term for all Enterprise Products Enrolled Affiliate orders and for,.aPy 'Adgl> me pool(s). Customer's price level for an Additional Prod_Oil +v ll be'leve[ Qualified Desktop I tltt the 4otaf- Desktops in Its , of lie inCURS ?ed to t nutnt "idu term of t ' 51Imsiit ('fns num et 4Ua rill art X69 dskr s� , .11 least 25 � ps). �, su a Qualified Users: Enrolled Affiliate r'dpresenta i;, the total n d Users in its Enterprise is, or will. be increased to tt$ i terrtF 100 of this Enrollment (This number may be less than 25, s, brrius 61. least 25 Number •.:,._ - C �Cluelnietl t ual Price level W" = PCW16vefp tiiDWW User • usnr e orders en ErifeiylQq ..250 to 2i399 q t� 2,40020 5,999 8 , - Pricelevel (for pacts inwhieh ,M-3- 6,000 to 14,999 C customer does not order an Enterpdse Product) 15,000 and and above D 3, software Assurance addition and migration. Renewing Software Assurance: If customer will be renewing Enterprise Products Software Assurance coverage from a separate agreement check this box. By checking the above box, a new section is added to the Enrollment entitled "Software Assurance addition and migration.": Customer is permitted to and will include in its initial order under this Enrollment the Software Assurance quantities identified in the table below (the "New Software Assurance "), even though Customer is not otherwise eligible to order such Software Assurance without simultaneously ordering a License. EAEnrAmend(NAXENG)(Jun2009) Sub 250 Enterprise Enrollment W W16 Page 1 of 2 On behalf of Customer and its Affiliates, Customer agrees that any perpetual Licenses received through the New Software Assurance shall supersede and replace the underlying Licenses, and the underlying Licenses are not to be transferred separately from any Licenses received through the New Software Assurance. Any remaining payment obligations with respect to the underlying Licenses shall continue in effect. New Software Assurance replacing underlying Licenses Only the Products listed above shall be orderable as Software Assurance. Any copies in excess of those quantities listed in the table above must be ordered as USA. EAEnrAmend(NAXENGXJun2009) Sub 250 Enterprise Enrollment - w W10 Page 2 of 2 Microsoft Licensing GP Tel 775 823 5600 6100 Neil Road Fax 775 826 0506 A Microsoft Company Reno, NV 89511 -1137 Volume Licensing Customer, Welcome to the Microsoft Volume Licensing Program. Enclosed is your copy of your new Volume Licensing Agreement with Microsoft, which is now in effect with your company. By now you should have received an email notification from Microsoft regarding acceptance of the terms and conditions of your Volume Licensing Agreement. The email notification contains current contract information such as licensing pools, participant contact information, and more. In addition to the electronic email acceptance letter, you should have received a second email from Microsoft, with information regarding an online resource called Volume Licensing Service Center (VLSC), which contains detailed and confidential information regarding your Microsoft Volume Licensing account, including transaction history, product downloads, and Volume Licensing Product Keys. If you have not received your electronic acceptance notification or VLSC instructions please contact your Large Account Reseller or Enterprise Software Advisor for assistance. Keep this contract in a secure location. It is important that you understand all of the terms and conditions contained within, and can access the information if questions arise. Thank you, Microsoft Licensing, GP Microsoft Licensing, GP is an equal opportunity employer.