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Home My WebLink AboutState QPA Enterprise License Agreement - Dell, Inc. - Enterprise Agreement for Microsoft Licensing1316 COUNTY -CITY BUILDIN(Ji 227 W. JI'ATERSON BOULEVARD I I 11� N -.NT). NDIANA 46601-1830 CITY OF SOUTH BEND PETS BUTTIGIEG, MAYOR BOARD OFUBLIC WORKS August 28, 2018 Elisa. Carel Dell, Inc. One Dell Way Round Rock,'I'X 78682 RE: State (,SPA Enterprise License Agreement Dear Ms. Carel: PHOM; 574/235-9251 FAX 574/ 235-9171 The Board of Public Works, at its meeting held on August 28, 2018, approved the above referenced three (3) year, Enterprise Agreement for Microsoft licensing in the amount of $284,786.16 per year. Enclosed please find a copy of the agreement for your records. If you have any further questions regarding this matter, please call this office at (574) 235- 9251. Sincerely, 7/ Linda M. Martin, Clerk Enclosure GM, y A. Giw'r SUZANNA M. 11RITZBERG DAZABETH A. MARADIK JAMI-s A. Wittt,r?iz Tj*',i3rsE� J. DoRAU 1. 10 112 0619 9 [IN it RTA us] City of South Bend 227 W Jefferson Blvd TO: Board of Public Works, Linda Martin CC: Dan O'Connor, Jennifer Hockenhull, Michael Schim!idt, Clara McDaniels, Benjamin Dougherty, Sandi Kennedy FROM: Shawn Delahanty SUBJECT: Microsoft Enterprise Licensing Agreement DATE: 8/13/2018 Linda and Members of the Board We are submitting for review and approval the 3 year Enterprise Agreement for our Microsoft licensing, including office 365, Litigation, Hold, CRM, Power 131, Visio, Project, and Azure. Both Dell and CDWG hold the state QPA for Microsoft Licensing, but Dell lowered their pricing to give us additional savings of over $46,400 off the QPA pricing over the 3-year agreement. The annual renewal cost is $284,786.16 for a 3-year total of $855,263.79. The agreement includes the following licensing: • El Email Plans (qnty 375) • El Litigation, Hold Archiving (qnty 375) • E3 Email Plans — includes Litigation Hold (qnty 828) • Azure Monetary Commitment for usage ($5970.60/yr) • CRM User Licenses (qnty 90) • Additional CRM Storage (30G13) • Additional Portal (qnty 2) • Sandbox Licenses (qnty 2) • Dynamic Team User (qnty 1) • PowerBI Pro (qnty 26) • MS Project (qnty 1) • MS Visio (qnty 21) • Software Assurance & Licensing ($905.31/yr) Thank you. 16~ Shawn Delahanty W4 Enterprise Enrollment Product Selection Form Proposal ID 0761079.005 Language: English (United States) Microsoft I Volume Licensing Enrollment Number Proddcts � l�nteJpnse Quanlrty Offtce365, Plans Office 365 Plan E1 USL 375 Office 365 Plan E3 USL 828 Emolted AffiUate';S Product Quantrttes y ' ` Pncia Group 1 2 3 4 Enterp.r..rse Products Office Professional Plus + Client Access License + Client Access Win E3 + Win E5 + Office 365 ProPlus + Office Office 365 (Plans El, E3 License + Windows Win VDA + 365 (Plans E3 and E5) + and E5) + Microsoft 365 Intune + EMS USL + Microsoft 365 Microsoft 365 Enterprise Enterprise Microsoft 365 Enterprise Enterprise Quanfify 828 1203 0 0 Enterprise Products and Enterprise Online Services USLs: Unless otherwise indicated in associated contract documents, Price level set using the highest quantity from Groups 1 through 4. D Additional Product Application Pool: Unless otherwise indicated in associated contract documents, Price level set using quantity from Group 1. D Additional Product Server Pool: Unless otherwise indicated in associated contract documents, Price level set using the highest quantity from Group 2 or 3. D Additional Product Systems Pool: Unless otherwise indicated in associated contract documents, Price level set using quantity from Group 4. D NOTES Unless otherwise indicated in the associated contract documents, the price level for each Product offering 1 pool is set as described above, based upon the quantity to price level mapping below: Page 1 of 2 EA-EASProdSelForm{W411!)(ENG) MS Quote Auto Enterprise Enrollment Product Selection Form 2,399 and below 2,400 to 5,999 6,000 to 14,999 15,000 and above Microsoft I Volume Licensing Dote I: 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. Nate 2, If Enrolled Affiliate does not order an Enterprise Product or Enterprise Online Service associated with an applicable Product pool, the price level for Additional Products in the same pool will be price level "A" throughout the term of the Enrollment. Refer to the Qualifying Government Entity Addendum pricing provision for more details on price leveling. Page 2 of 2 EA-EASProdSelForm(WVV)(ENG) MS Quote Auto Oe4 Gn'a+wr CfMdem�N E) Quotation EliCalel Eli" Carelladell.com 512.axa [uslomnr: CITY OF SOVTN SEND Customer#: 2954633 Date of issue; V1312018 Microsoft Enterpdse Agreemen1(EA)K:T6D Quate Expires: End al Month Ptevinus EA 6687800 PCN"IFAEE4 E.O., 613111E PLEASE SEE IMPORTNiTTEFWS AM CONDMMS ATTNE BOTTOM OF Mli OWrA'400 ... .. ';.. -;. SeGtlGn`i-UmnsumillSofrk"ieSAssurance .. I :: �. . md0t3 be'seri"unn Pp fgC" VSPro5obM5oN ALNG SAMVL 77D.W tl 1 $301.77 $301.77 Total Year L Payment $301.77 VSP,oSubMSDN ALNG SA MVL 71D.001I1 1 $301.77 $301.77 Total Ye..2 Payment $301.77 tr9PsaSub MSDN AMG SA MV3 17POOL51 1 $301.77 $301.77 Tatal Year 3 Payment TOTAL SECTION 5 YEARS i -a Se4ion2 MarLth.lyUbsuiptl* $301.77 $9D5.31 MFE✓f-.': .�. -,'-4MantllY -. ^. = 3l! the ...... UAll Psice fs ...:. EVL PAia 0365E1ShidSvr ALNGSubsVLMVLPerUsr UA40024 375 12 $5.89 $26,100.00 O3GSE3Shrd5vr ALNGSu6sVLMVLP,u.. AAA-10842 929 12 $16.41 163049.76 fin-Moneta mmlt ShrdSvr ALNG SubsVL MWOommit GQK-00001 5 12 $99.51 $5,970.60 D)m 3 DFOl4 9 12 $56.41 60,92280CP 3GSMnEn d,H0BStarShrdSw ALNG SubsV€ MVL Add0n NtmSir AGE M-OW01 SO 12 4.25 $1530.00 365ECs1En d.lP 1.1rd rALNGSubsVLMVLAddoA WN410001 2 12 424.73 $30, 193.52 365E[s16ngNonpredlnsi ShMSvrALNG SubM MVLS- WWO6001 2 12 $127.42 $5,05E.0E 365EforTeamPAembers ShrdSvr AtNGSubsVLMVLferUsr DOV-00016 1 12 G.00 $at.- EschOnlnArchE.hSYr ShldSvr ALNG SuiiMMVI.NrUsr TUA-0W07 375 12 $1,93 $8,6ESA0 PwBIPro ShrdSYALNGSubsV€MVLPerUsr MK4-000132 26 12 $7.14 $2,227.68 Plojon uP.al 5hrd5urAWG SuhsVLMVLPesUsr 7L5-00002 [ 12 $2L.09 $251 Y,,I.O.IePZ5hrd5sr ALNGSubsVLMVLPerUsr N91f-00002 21 12 $LD.77 $2,7L4.04 Total Yearl Payment $284,711GAG 0365E15h.dSur ALNGSubsVLMVLPerUsr TGA100024 375 12 5.80 $26,100.00 0365E95hrdsv.ALNGSvbsVLMVLPerUsr AAA-10842 828 12 $LS.41 $163,049.76 AsureMonNary[ummll ShrdSvr A€NGSV6aVLMVLCammlt 6QK-0000L 5 12 $99.51 $5,970.50 Dyn365ECstEngPin SllydSwALNGSubsVLMVLQ1fdOner PerUsr CRMP.o1v03E DFG-00014 90 12 - $56.41 $W,922.W DY 36SECsttngAddlOBStar ShrdSWALNGSubsVLMVLAddOn XlraStrglGO DJ24000L 30 12 $4.25 f1,530.00 Dyn365EC1tEI Addipaishld5vr AtNGSuWVLMVLAddOn Com-0o001 2 12 $424.73 $10,193.52 Dyn365ECstEnghonProdinAShrdSerAMGSub,VLMVLSrvcs D3V-00001 2 12 $227.42 $3,058.08 Dyn365EFerTeamMembers 5hrd5w ALMG 5vbsVL MVL PerUsr DGV-0W16 1 12 $5.60 $BL.W ExchOnln ,hEeehSer$hMSw ALNGSubsVLMVLPerUsr TUAA0007 375 12 $1.93 $B,68S,00 Pw,sip shsd5vr ALNGSubsVLMVLPerUsr NK4MDZ 26 12 $7.14 $2,227.6E PmJOnlnPraf5hrdSvr ALNGSubsVLMVLPerUsr 715-00002 1 12 $71.09 $753,08 Vis1a0ntn PZSh.dSw ALNGSubsVLMVLPerUsr 1,1911-11U002 21 12 $10.77 $2,714.04 TaI.I Year 2 P.V..M $284,796.16 0365E1shrd5w ALNGSubsVLMVLPerUsr TM024 375 12 $S.EO $2B,100.00 636SE35hrdSvr ALNG SubsVL MVL PerUsr AAA-0842 82E 12 $16.41 $163,049,76 loonMOnetn.yCam retShrdSYr AWG SuhsVL MVL Co. m It 6QK.MD1 5 12 $99.52 $5,970.6O 0vn365 ECs1EngPlnSh,Mr AM SubsVL MVL 1yfdOtier PerUsr CRMProta034 DFG.00014 00 12 $55.41 $W.M.M Ddn365ECst6ngAddl DMtor ShrdSm ALNG 5v6sVL MVL AddO n X%,.StrgLG E D12.00001 M 12 $4.25 $1.530,00 0yn365EC,jFngAddl Prtl ShrdSvr ALNG S.I,Wt MVL AddOn DKIMM1 2 12 $474.73 $10,n3,57 DW3fiSM1EngNan4radlnN 5hrd5w ALNG Sub,VLMVL Sms DIV-00001 2 12 $L77.42 $3,058.08 0W165EFarTeemMember, ShrdSVr ALNG Sub$Vt MW PerUsr DGV-00016 1 12 $6,90 581.60 EechaclMrch Exchsw ShrdSm ALNG SubfVLMVL PerUsr TUA-"alr 375 12 $3.93 $8,685.00 Pw,019,o ShrdSe,AWG SubsVL MW PerUsr NK400002 26 12 $7.14 $7. V68 PraJOnlnProf ShrdSvr AWG Sub,V1 MVL PerUsr 7S-0r1002 1 12 $21.09 $253.09 0S7oOnInP25had5vrAWGSChLHLMVt PerUsr N9LL110002 2L 12 $10,77 $1,714.00. Total Year 3 PaYment TOTAL SECTION 2 YEARS t - 3 $284,786.16 $854,359.46 Notes: Total Annual Payment Yr 1 Micrwaft Enterprse Agreement (EAJ a: TUEaI Annual Payme111,1 Microsoft Enterprise Agreement(FA} FnrollmeME:TBO TOSaI Annual Paymen[Yr 3 Grand Total "Customer must complete all required hOvasoft enrollment documenla0an. The EA cannot he exnculed (processed at Mlcrosoitl un18 both the complete documents and pO are rcce'med for Use frst annual payment. cell offers thEs quote forihe first of NJr¢e annual payments for $kte of indlana Mlcresnft Enterprise Agreement Enrollment. ThEs quote will expire within the month of Issuance; upon eypi,bon of his quote, the quoted prices may no longer he valid. Far custemefs general Inlarmatlon and budgeting purposes, Deli Includes the above as an estimate for subsequentyests 0 $Late of Indiana Microsoft Enterprise Agreement Prices for subsequent Enrollment Years are not binding on Deli or State of Indiana In any way and will be determined an the Enrollment annNeDery date. $235pET.93 $ZE5,037.93 $285,087.93 $855,253.75 Noser. 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Microsoft Enterprise Enrollment Enterprise Enrollment number (Microsoft to complete) Previous Enrollment number (Reseller to complete) Volume Licensing Framework ID (if applicable) This Microsoft Enterprise Enrollment is entered into between the entities as identified in the signature form as of the effective date. Enrolled Affiliate represents and warrants it is the same Customer, or an Affiliate of the Customer, that entered into the Enterprise Agreement identified on the program signature form. This Enrollment consists of: (1) these terms and conditions, (2) the terms of the Enterprise Agreement identified on the signature form, (3) the Product Selection Form, (4) the Product Terms, (5) the Online Services Terms, (6) any Supplemental Contact Information Form, Previous Agreement/Enrollment form, and other forms that may be required, and (7) any order submitted' under this Enrollment. This Enrollment may only be entered into under a 2011 or later Enterprise Agreement. By entering into this Enrollment, Enrolled Affiliate agrees to be bound by the terms and conditions of the Enterprise Agreement, All' terms used but not defined are located at http://www.microsoft.com/lice,nsing/co,ntracts. In the event of any conflict the terms of this Agreement control. Effective date. If Enrolled Affiliate is renewing Software Assurance or Subscription Licenses from, one or more previous Enrollments or agreements, then the effective date will be the day after the first prior Enrollment or agreement expires or terminates. If this Enrollment is renewed, the effective date of the renewal term will be the day after the Expiration Date of the initial term, Otherwise, the effective date will be the date this Enrollment is accepted by Microsoft. Any reference to "anniversary date" refers to the anniversary of the effective date of the applicable initial or renewal term for each year this Enrollment is in effect. Term. The initial term of this Enrollment will expire on the last day of the month, 36 full calendar months from the effective date of the initial term. The renewal term will expire 36 full calendar months after the effective date of the renewal term. Me 1. Definitions. Terms used but not defined in this Enrollment 01 have the definition in the Enterprise Agreement. The following definitions are used in thiis Enrollment: "Additional Product" means any Product identified as such in the Product Terms and chosen by Enrolled Affiliate under this Enrollment. "Community" means the community consisting of one or more of the following: (1) a Government, (2) an Enrolled Affiliate using eligible Government Community Cloud Services to provide solutions to a Government or a qualified member of the Community, or (3) a Customer with Customer Data that is subject to Government regulations for which Customer determines and Microsoft agrees that the use of Government Community Cloud Services is appropriate to meet Customer's regulatory requirements. EA2016EnrGov(US)SLG(ENiG)(Nov2016) Page I of 10 Document X20-10634 Membership in the Community is ultimately at Microsoft's discretion, which may vary by Government Community Cloud Service. "Enterprise Online Service" means any Online Service designated as an Enterprise Online Service in the Product Terms and chosen by Enrolled Affiliate under this Enrollment, Enterprise Online Services are treated as Online Services, except as noted. "Enterprise Product" means any Desktop Platform Product that Microsoft designates as an Enterprise Product in the Product Terms and chosen by Enrolled Affiliate under this Enrollment. Enterprise Products must be licensed for all Qualified Devices and Qualified Users on an Enterprise -wide basis under this program, "Expiration Date" means the date upon which the Enrollment expires. "Federal Agency" means a bureau, office, agency, department or other entity of the United States Government. "Government" means a Federal Agency, StatelLocal Entity, or Tribal Entity acting in its governmental capacity. "Government Community Cloud Services" means Microsoft Online Services that are provisioned in Microsoft's multi -tenant data centers for exclusive use by or for the Community and offered in accordance with the National Institute of Standards and Technology (MIST) Special Publication 800-145. Microsoft Online Services that are Government Community Cloud Services are designated as such in the Use Rights and Product Terms. "Industry Device" (also known as line of business device) means any device that: (1) is riot useable in its deployed configuration as a general purpose personal computing device (such as a personal computer), a multi -function server, or a commercially viable substitute for one of these systems; and (2) only employs an industry or task -specific software'program (e.g. a computer -aided design program used by an architect or a point of sale program)("Industry Program"). The device may include features and functions derived from Microsoft software or third -party software. If the device performs desktop functions (such as. email, word processing, spreadsheets, database, network or. Internet browsing, or scheduling, or personal finance), then the desktop functions: (1) may only be used .for the, purpose of supporting the Industry Program functionality; and (2) must be technically integrated with the Industry; Program or employ technically enforced policies or architecture to operate only when used with the Industry Program functionality. "Managed Device" means any device on which any Affiliate in the Enterprise directly or indirectly controls one or more operating system environments. Examples of Managed Devices can be found in the Product Terms... , "Qualified Device" means any device that is used by or for the benefit of Enrolled Affiliate's Enterprise and is, (1j` a personal desktop computer, portable computer, workstation, or similar device capable of running Windows Pro locally (in a physical or virtual operating system environment), or (2) a device used to access a virtual desktop infrastructure ("VDI"). Qualified Devices do not include any device that is: (1) designated as a server and not used as a personal computer, (2) an Industry Device, or (3) not a Managed Device. At its option, the Enrolled Affiliate may designate any device excluded above (e.g., Industry Device) that is used by or for the benefit of the Enrolled Affiliate's Enterprise as a Qualified Device for all or a subset of Enterprise Products or Online Services the Enrolled Affiliate has selected. "Qualified User" means a person (e.g., employee, consultant, contingent staff) who: (1) is a user of a Qualified Device, or (2) accesses any server software requiring an Enterprise Product Client Access License or any Enterprise Online Service. It does not include a person who accesses server software or an Online Service solely under a License identified in the Qualified User exemptions in the Product Terms. "Reseller" means an entity authorized by Microsoft to resell Licenses under this program and engaged by an Enrolled Affiliate to provide pre- and post -transaction assistance related to this agreement; "Reserved License" means for an Online Service identified as eligible for true -ups in the Product Terms, the License reserved by Enrolled Affiliate prior to use and for which Microsoft will make the Online Service available for activation. EA2016EnrGov(US)SLG(ENG)(Nov2016) Page 2 of 10 Document X20-10634 "State/Local Entity" means (1) any agency of a state or local government in the United States, or (2) any United States county, borough, commonwealth, city, municipality, town, township, special purpose district, or other similar type of governmental instrumentality established by the laws of Customer's state and located within Customer's state's jurisdiction and geographic boundaries. "Tribal Entity" means a federally -recognized tribal entity performing tribal governmental functions and eligible for funding and services from the U.S. Department of Interior by virtue of its status as an Indian tribe. "Use Rights" means, with respect to any licensing program, the use rights or terms of service for each Product and version published for that licensing program at the Volume Licensing Site. The Use Rights supersede the terms of any end user license agreement (on -screen or otherwise) that accompanies a Product. The Use Rights for Software are published by Microsoft in the Product Terms. The Use Rights for Online Services are published in the Online Services Terms. "Volume Licensing Site" means http:l/www.microsoft.com/licensing/contracts or a successor site. 2. Order requirements. a. Minimum order requirements. Enrolled Affiliate's Enterprise must have a minimum of 250 Qualified Users or Qualified Devices. The initial order must include at least 250 Licenses for Enterprise Products or Enterprise Online Services. Enterprise commitment. Enrolled Affiliate must order; enough Licenses to cover all Qualified Users or Qualified Devices, depending on the License; Type,«with one or more Enterprise Products or a mix of Enterprise Products and the corresponding Enterprise Online Services'(as, long as all Qualified Devices not covered by.a License are only used by users covered with a user License) b. Additional Products. Upon satisfying; the ,minimum order requirements above, Enrolled Affiliate may order Additional Products C. Use Rights for Enterprise Products. For Enterprise Products, if a new Product version has more restrictive use rights than the version that is.current at the`start of the applicable initial or renewal term of the Enrollment, those more restrictive use rights ,will,.not apply to Enrolled Affiliate's use of that Product during that term. d. Country of usage. Enrolled Affiliate must specify the countries where'Licenses will be used on its initial order and on any additional orders. e. Resellers. Enrolled Affiliate must choose and maintain a Reseller authorized in the United States. Enrolled Affiliate will acquire its Licenses through its chosen Reseller. Orders must be submitted to the Reseller who will transmit the order to Microsoft. The Reseller and Enrolled Affiliate determine pricing and payment terms as between them, and Microsoft will invoice the Reseller based on those terms. Throughout this Agreement the term "price" refers to reference price. Resellers and other third parties do not have authority to bind or impose any obligation or liability on Microsoft. f. Adding Products. (i) Adding new Products not previously ordered. New Enterprise Products or Enterprise Online Services may be added at any time by contacting a Microsoft Account Manager or Reseller. New Additional Products, other than Online Services, may be used if an order is placed in the month the Product is first used. For Additional Products that are Online Services, an initial order for the Online Service is required prior to use. EA2016EnrGov(US)SLG(ENG)(Nov2016) Page 3 of 10 Document X20-10634 (ii) Adding licenses for previously ordered Products. Additional Licenses for previously ordered Products other than Online Services may be added at any time but must be included in the next true -up order. Additional Licenses for Online Services must be ordered prior to use, unless the Online Services are (1) identified as eligible for true -up in the Product Terms or (2) included as part of other Licenses, g. True -up requirements. Enrolled Affiliate must submit an annual true -up order that accounts for any changes since the initial order or last order. If there are no changes, then an update statement must be submitted instead of a true -up order. (I) Enterprise Products. For Enterprise Products, Enrolled Affiliate must determine the number of Qualified Devices and Qualified Users (if ordering user -based Licenses) at the time the true -up order is placed and must order additional Licenses for all Qualified Devices and Qualified Users that are not already covered by existing Licenses, including any Enterprise Online Services. (ii) Additional Products, For Additional Products that have been previously ordered under this Enrollment, Enrolled Affiliate must determine the maximum number of Additional Products used since the latter of the initial order, the last true -up order, or the prior anniversary date and submit a true -up order that accounts for any increase. (iii) Online Services. For Online Services identified as eligible for true -up in the Product Terms, Enrolled Affiliate may place a reservation order for the additional Licenses prior to use and payment may be deferred until the next true -up order. Microsoft will provide a report of Reserved Licenses ordered but not yet invoiced to Enrolled Affiliate and its Reseller. Reserved Licenses will be invoiced retroactively to themonth in.which they were ordered. (iv) Subscription `License reductions.. Enrolled Affiliate may reduce the quantity of SubscriptionLicenses at the Enrollment anniversary;; date on a ,prospective basis if permitted in the Product Terms, as follows: 1) For Subscription Licenses that are part of an Enterprise -wide purchase, Licenses may be reduced if the total quantity of Licenses and Software Assurance for an applicable group meets or exceeds the quantity of Qualified' Devices and Qualified Users (if ordering user -based Licenses) identified on the Product Selection Form, and includes any additional Qualified Devices and Qualified Users added in any prior true -up orders. Step-up Licenses do not count towards this total count. 2) For Enterprise Online Services that are not a part of an Enterprise -wide purchase, Licenses can be reduced as long as the initial order minimum requirements are maintained. 3) For Additional Products available as Subscription Licenses, Enrolled Affiliate may reduce the Licenses. If the License count is reduced to zero, then Enrolled Affiliate's use of the applicable Subscription License will be cancelled. Invoices will be adjusted to reflect any reductions in Subscription Licenses at the true -up order Enrollment anniversary date and effective as of such date. (v) Update statement. An update statement must be submitted instead of a true -up order if, since the initial order or last true -up order, Enrolled Affiliate's Enterprise: (1) has not changed the number of Qualified Devices and Qualified Users licensed with Enterprise Products or Enterprise Online Services; and (2) has not increased its usage of Additional Products. This update statement must be signed by Enrolled Affiliate's authorized representative. (vi) True -up order period. The true -up order or update statement must be received by Microsoft between 60 and 30 days prior to each Enrollment anniversary date. The third - year true -up order or update statement is due within 30 days prior to the Expiration Date, and any license reservations within this 30 day period will not be accepted. Enrolled Affiliate EA2016EnrGov(US)SLG(ENG)(Nov2016) Page 4 of 10 Document X20-10634 may submit true -up orders more often to account for increases in Product usage, but an annual true -up order or update statement must still be submitted during the annual order period. (vii)Late true -up order. If the true -up order or update statement is not received when due, Microsoft will invoice Reseller for all Reserved Licenses not previously invoiced and Subscription License reductions cannot be reported until the following Enrollment anniversary date (or at Enrollment renewal, as applicable). h. Step-up Licenses. For Licenses eligible for a step-up under this Enrollment, Enrolled Affiliate may step-up to a higher edition or suite as follows: (1) For step-up Licenses included on an initial order, Enrolled Affiliate may order according to the true -up process. (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. 4. Payment terms. For the initial or renewal order, Enrolled Affiliate may pay upfront or elect to spread its payments over the applicable Enrollment term. If an upfront payment is elected, Microsoft will invoice Enrolled Affiliate's Reseller in full upon acceptance of this Enrollment. If spread payments are elected, unless indicated otherwise, Microsoft will invoice Enrolled Affiliate's Reseller in three equal annual installments. The first installment will be invoiced upon Microsoft's acceptance of this Enrollment and remaining installments will be invoiced on each subsequent Enrollment anniversary date. Subsequent orders are invoiced upon acceptance of the order and Enrolled Affiliate may elect to pay annually or upfront for Online Services and upfront for all other Licenses. 5. End of Enrollment term and termination a. General. At the Expiration Date, Enrolled Affiliate must immediately order and pay for Licenses for Products it has used but has not previously submitted an order, except as otherwise provided in this Enrollment. EA2016EnrGov(U5)SLG(ENG)(Nov2016) Page 5 of 10 Document X20-10634 b. Renewal option. At the Expiration Date of the initial term, Enrolled Affiliate can renew Products by renewing this Enrollment for one additional 36-month term or by signing a new Enrollment. Microsoft must receive a Renewal Form, Product Selection Form, and renewal order prior to or at the Expiration Date. Microsoft will not unreasonably reject any renewal. Microsoft may make changes to this program that will make it necessary for Customer and its Enrolled Affiliates to enter into new agreements and Enrollments at renewal. c. if Enrolled Affiliate elects not to renew. Software Assurance. If Enrolled Affiliate elects not to renew Software Assurance for any Product under its Enrollment, then Enrolled Affiliate will not be permitted to order Software Assurance later without first acquiring a new License with Software Assurance. (ii) Online Services eligible for an Extended Term. For Online Services identified as eligible for an Extended Term in the Product Terms, the following options are available at the end of the Enrollment initial or renewal term. 1) Extended Term. Licenses for Online Services will automatically expire in accordance with the terms of the Enrollment. An extended term feature that allows Online Services to continue month -to -month ("Extended Term") for up to one year, unless designated in the Product Terms to continue until cancelled, is available. During the Extended Term, Online Services will be invoiced monthly at the.then-current published price as of the Expiration Date plus a 3% administrative fee. If Enrolled Affiliate wants an Extended Term, Enrolled Affiliate must submit a request to `Microsoft at least 30 days prior to the Expiration Date. 2) Cancellation during Extended Term. At any time during. the first year of the Extended Term, Enrolled Affiliate may terminate the Extended Term by.submitting a notice of cancellation to Microsoft for each Online Service. Thereafter; either party may terminate the Extended Term by providing the;other with a notice of'cancel.lation for each Online Service. Cancellation will be effective. at the end of the month following 30 days after Microsoft has received or issued the notice, (iii) Subscription Licenses and Online Services not eligible for an Extended Term. If Enrolled Affiliate elects not to renew; theLicenses will be cancelled and will terminate as of the Expiration Date. Any associated media must be u.ninstalled and destroyed and Enrolled Affiliate's Enterprise must discontinue use. Microsoft may request written certification to verify compliance. d. ` Termination for cause. Any termination for cause of this Enrollment will be subject to the "Termination for cause" section of the Agreement. In addition, it shall be a breach of this Enrollment if Enrolled Affiliate or any Affiliate in the Enterprise that uses Government Community Cloud Services fails to meet and maintain the conditions of membership in the definition of Community. e. Early termination. Any early termination of this Enrollment will be subject to the "Early Termination" Section of the Enterprise Agreement. For Subscription Licenses, in the event of a breach by Microsoft, or if Microsoft terminates an Online Service for regulatory reasons, Microsoft will issue Reseller a credit for any amount paid in advance for the period after termination. 6. Government Community Cloud a. Community requirements. If Enrolled Affiliate purchases Government Community Cloud Services, Enrolled Affiliate certifies that it is a member of the Community and agrees to use Government Community Cloud Services solely in its capacity as a member of the Community and, for eligible Government Community Cloud Services, for the benefit of end users that are members of the Community. Use of Government Community Cloud Services by an entity that is not a member of the Community or to provide services to non -Community members is strictly EA2016EnrGov(US)SLG(ENG)(Nov2o16) Page 6 of 10 Document X20-10634 prohibited and could result in termination of Enrolled Affiliate's license(s) for Government Community Cloud Services without notice. Enrolled Affiliate acknowledges that only Community members may use Government Community Cloud Services. b. All terms and conditions applicable to non -Government Community Cloud Services also apply to their corresponding Government Community Cloud Services, except as otherwise noted in the Use Rights, Product Terms, and this Enrollment. c. Enrolled Affiliate may not deploy or use Government Community Cloud Services and corresponding non -Government Community Cloud Services in the same domain. d. Use Rights for Government Community Cloud Services. For Government Community Cloud Services, notwithstanding anything to the contrary in the Use Rights: (i) Government Community Cloud Services will be offered only within the United States. (ii) Additional European Terms, as set forth in the Use Rights, will not apply. (iii) References to geographic areas in the Use Rights with respect to the location of Customer Data at rest, as set forth in the Use Rights, refer only to the United States. EA2016EnrGov(US)SLG(ENG)(Nov2016) Page 7 of 10 Document X20-10634 Enrollment Details 1. Enrolled Affiliate's Enterprise. m. Identify which Agency Affiliates are included in the Enterprise. (Required) Enrolled Affiliate's Enterprise must consist of entire offices, buo*mms, o0enuieo, departments m/other entities of Enrolled Affiliate, not partial offices, bureaus, agencies, or departments, or other partial entities. Check only one box in this section. If no boxes are checked, Microsoft will deem the Enterprise to include the Enrolled Affiliate only. If more than one box is checked, Microsoft will deem the Enterprise to inoUmde the kargest number ofAffiliates: E Enrolled Affiliate only F] Enrolled Affiliate andaWAf |iahen F1 Enrolled Affiliate and the following Affiliate(s) (Only identify specific affiliates tobeincluded if fewer than all Affiliates are to be included! in the Enterprise): El Enrolled Affiliate and all Affiliates, with following Affiliate(s) excluded: b. Please indicate whether the Enrolled Affiliate's Enhaq»hseviUindude*d|newAffiUateeacqm|nad after the start ofthis Enrollment: Exclude future Affiliates 2. Contact information. Each party will notify the other inwriting if any of the information in the following contact information page(s) changes, The asterisks (°) indicate required fields. Bvproviding 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 m. Primary contact. This contact is the primary contact for the Enrollment from within Enrolled Affiliate's Enterprise. This contact is also on Online Administrator for the Volume UconoimQ 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 ofentity (must belegal entity narn«)* City ofSouth Bend Contact name* First Shawn LastDe|ahanty Cwntmctemnoi|addrmss*nde|ahom@snmthbendin.gov Street address* 227VVJefferson, Floor 12 City" South Band Ea2010EnrGov(OS8LG0sNcV(Nuv2816) Page oof10 StatelProvince* IN Postal code* 46637-1830 (For U.S. addresses, please provide the zip + 4, e.g. xxxxx-xxxx) Country* USA Phone* 574-245-6000 Tax ID * indicates required fields b. Notices contact and Online Administrator. This contact (1) receives the contractual notices, (2) is the Online Administrator for the Volume Licensing Service Center and may grant online access to others, and (3) is authorized to order Reserved Licenses for eligible Online Servies, including adding or reassigning Licenses and stepping -up prior to a true -up order. ® Same as primary contact (default if no information is provided below, even if the box is not checked). Contact name* First Last Contact email address* Street address* City* StatelProvince* Postal code* - (For U.S. addresses, please provide the zip + 4,;e g.:xxxxx Country* Phone* Language preference., Choose the language for notices:. ❑ This contact is a third party (not the Enrolled Affiliate personally identifiable inf6r nation of the.Customer and.its * indicates required fields c. Online Services Manager.' This contact is authorized to rr under the Enrollment and (for applicable Online Services step-up prior to a true -up order. h ruing. This;; contact receives 5, ® 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* USA Contact name* Government Contract Admin Phone* 847-465-3700 Contact email address* US_MS_VL_Admin@Dell.com * indicates required fields EA2016EnrGov(US)SLG(ENG)(Nov2016) Page 9 of 10 Document X20-10634 By signing below, the Reseller identified above confirms that all information provided in this Enrollment is correct. Signature* Printed name* Printed title* Date* x 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. EA2016EnrGov(US)SLG(ENG)(Nov2016) Page 10 of 10 Document X20-10634 WIN M. icrosoft 33M MBA/MBSA number Agreement number 0IE73650 Volume Licensing 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. 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 be,low. Contract <Chogsp A_9reement> Document Number or Code Document Number or Code <Choose Agreement> Document Number or Code <Choose Agreement> Document Number or Code <Choose Agreement> <Choose Agreement> Document Number or Code Document Number or Code Enterprise Enrollment X20-106,34 <Choose Enrol'!Iment/Registration> Document Number or Code <Choose Enrollment/Registration> <Choose Enrollment/Registration> <Choose Enrollment/Registration> Document Number or Code Document Number or Code Document Number or Code Product Seiection Form 0761079.005 new 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. Name of Entity (must be legal entity name)* Ci4Vf%kVjWd Signature* *f "�Qic Wor�, Printed First and Last Name* Printed Title Signature Date* Tax ID indicates required field ProgramSignForm(MSSign)(NA,LatAm)ExBRA,MLI(ENG)(Aug2014) Page 1 of 2 Microsoft Corporation Signature Printed First and Last Name Printed Title Signature Date (date Microsoft Affiliate countersigns) Agreement Effective Date (may be different than Microsoft's signature date) Optional 2"d Customer signature or Outsourcer signature (if applicable) Customer Name of Entity (must be legal entity name)* Signature* Printed First and Last Name* Printed Title Signature Date* * indicates required field Outsourcer Name of Entity (must be legal entity name)* Signature* Printed First and Last Name* Printed Title Signature late* indicates required field If Customer requires physical media, additional contacts, or is reporting multiple previous Enrollments, include the appropriate form(s) with this signature form. After this signature form is signed by the Customer, send it and the Contract Documents to Customer's channel partner or Microsoft account manager, who must submit them to the following address. When the signature form is fully executed by Microsoft, Customer will receive a confirmation copy. Microsoft Corporation Dept. 551, Volume Licensing 6100 Neil Road, Suite 210 Reno, Nevada 89511-1137 USA ProgramSignForm(MSSign)(NA,LatAm)EXBRA,MLI(ENG)(Aug2014) Page 2 of 2 Date Name BOARD OF PUB1,IC WORKS AGENDA ITEM REVIEW RE QUEST FORM I-ITA 9=11 I U-6 Shawn Delahantv Department Innovation & Tech BPW Date 8/28/18 Phone Extension 6205 Required Prior to, Submittal to Board Legal Attorney Name Kennedy Controller review is required for, all Contracts $5,000.00 or more Controller Z and greater than one year in length per the City Purchasing Policy a W 1$ OR unecK me Appropriate item I ype - Hequirea rorAll ,submissions j Z Agreement F-1 Contract [I Proposal El Addendum F] Professional Services El Amendment F-1 Bid Opening El Bid Award ❑ Req. to Advertise 0 Title Sheet R Quote Opening F-1 Quote Award F-1 Chg Order No. R C/O & PCA No. El PCA El Ease./Encroach. R Traffic Control R Resolution R Other: [71 Claim I Required Information Company or Vendor Name Dell New Vendor Project Name Project Number Funding Source Account No. Amount Terms of Contract Purpose/Description El Yes ❑ If Yes, Approved by Purchasing 0 No E] MBE F1 WBE Completed E-Verify Form Attached [:] El YeNos QPA E,LA Agreement for Microsoft Licensing IT Operating 279-0672-415.36-04 $284,786, 16 per year for 3 years ($855,263.79 total) 3 vears Microsoft Annual Licens,ing renewal For Chance _Orders Only Amount of F-1 increase $ El Decrease, $ Previous Amount $ Current Percent of Change: % New Amount $ Total Percent of Change: % Time Extension.- Dispersal After Approval Copy Original F-1 El El