AGENDA MEMO
[IM No
APPROVED BY
CITY MANAGERTO:
FROM:
HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
OFFICE OF THE CITY MANAGER
BY: STEPHEN W. HANNAH, DIRECTOR OF FINANCE
DATE :
SUBJECT:
NOVEMBER 28, 2023
TECHNICAL CORRECTIONS AND ADDITIONS TO THE FISCAL YEAR 2023- 2024 ADOPTED BUDGET
EXECUTIVE SUMMARY
The City Council will consider approving Fiscal Year 2023-2024 (FY 2023-24) revenue and expenditure budget amendments. After the adoption of the annual budget, staff reviewed the operating and capital improvement budgets and identified a small number of omissions and needed data corrections. Additionally, several unanticipated operational needs arose during the year that require additional appropriations.
RECOMMENDATION
That the City Council:
1. Adopt Resolution No. 23-8206 amending the FY 2023-24 Adopted Budget increasing estimated revenues by $1,661,045 and appropriations by $1,992,295; and
2 Approve a Microsoft Enterprise Agreement #8084445 with SoftwareOne for software licensing and online services for a three-year term beginning September 19, 2022, ending September 19, 2025 for a total contract amount of $446,899.52.
This amount may change year to year depending on increase or decrease in users licensing and devices.
BACKGROUND
At the June 27, 2023 City Council meeting, the City Council adopted the Fiscal Year (FY) 2023-2024 annual operating budget. As FY 2023-2024 has progressed, City staff has identified omissions from the adopted budget and additional funding needs required to fund service requirements, projects, or equipment needs.
ANALYSIS
Budget Corrections and Adjustments
TECHNICAL CORRECTIONS AND ADDITIONS TO THE FISCAL YEAR 2023-24 ADOPTED BUDGET NOVEMBER 28, 2023
PAGE 2
Rio San Gabriel Park Project
On June 13, 2023, the City Council approved the purchase of playground equipment for the Rio San Gabriel Park. Included in that action was the approval of an appropriation in the amount of $1,661,045. Due to the timing of this activity, the project was not included in the FY 2023-2024 Budget.
Additionally, the June 13tF' item identified non-general fund funding for the project as $1,000,000 from a Los Angeles County Regional and Open Space Competitive Grant and the remainder, $661,045, from the Los Angeles County Regional and Open Space District annual allocation that were not included within the adopted budget.
To correct these two oversights, this item adds both estimated revenues of $1,661,045 and appropriations of $1 ,661,045 to Capital Improvement Project 23-31 in accounts 26- 1-6920-0520 and 26-1-6920, respectively, in the FY 2023-2024 budget.
Fire Department Suppression Clothing Account
Due to Fire Department staff anniversary dates and the life cycle of Personal Protective Equipment (PPE/turnout gear), a large number of the PPE/turnout gear was due to meet their “end of life” and require replacement during FY 2023-2024.
As a result, the budget for Fire Suppression Clothing was thought to have been input at $200,000 for Clothing, account 10-4-2620-0180. Upon review of the adopted Fire Department budget, it was discovered that only $20,000 was approved for that account, leaving the account $180,000 short of the forecasted need.
To correct this keying error, the Fire Department Suppression budget, Account 10-4- 2620-0180, Clothing, is proposed to be increased by $180,000 from $20,000 to $200,000.
Citywide School Crossing Guard Contract
In 2018, the City entered into a 5-year contract for crossing guard services with All City Management Services. The contract ended in August 2023, and a new three-year contract was under discussion. The new contact was estimated to cost $230,000 for FY 2023-2024, which estimate was included as part of the approved FY 2023-2024 operating budget in August 2023, upon completion of a new three-year contract for crossing guard services, the year one cost returned higher than estimated at $309,208.
To correct this appropriation shortfall, the Police Department Field Operations budget, Account 10-4-2120-0700, Contract and Professional Services, is requested to be increased by $79,250 from $234,000 to $313,250.
Security Upgrade to the Parking Garage
2 TECHNICAL CORRECTIONS AND ADDITIONS TO THE FISCAL YEAR 2023-24 ADOPTED BUDGET NOVEMBER 28, 2023
PAGE 3
Consistent with the direction of the City Council and as part of the revitalization of the City’s downtown parking structure, staff has obtained the cost to improve facility security for the structure. The security upgrade includes video surveillance capabilities, electrical upgrades and network connectivity enhancements. To complete the security upgrade, an additional appropriation of $64,900 in account 10-4-1380-0700 is needed and an additional appropriation of $7,100 in account 10-4-1380-0887.
Microsoft Enterprise Agreement
The City migrated from an on-premise email system to the Microsoft Government Cloud service in October 2022. As part of the project implementation, the City enrolled in a Microsoft Enterprise Agreement with SoftwareOne. Microsoft Enterprise Agreements offer organizations with 500 or more users or devices with a manageable volume licensing program. It gives organizations the flexibility to buy cloud services and software licenses under one agreement. The Enterprise Agreement also includes a subscription option that lowers initial licensing costs because it gives subscribers the rights to use Microsoft products and services instead of owning them. The subscription option also enables the City to increase or decrease subscription counts on an annual basis (also known as: True- up), which may affect the total contract amount.
The Microsoft Enterprise Agreement is structured in a three-year term, at the end of the three-year term, the City has the option to enter into a new agreement for another three years. On July 26,2022 an agenda memo was taken to council and City staff was given authorization to enter into year one of the Agreement. However, the remaining two years of term was not requested in the staff report to City Council. City staff is requesting City Council approval to authorize its enrollment agreement for software licensing and online services for the remaining two- year term contract.
No RFP was needed to select SoftwareOne as the distributor of Microsoft Enterprise licensing because SoftwareOne holds the Riverside County Master Agreement contract.
The City of Downey, as an affiliate, may enroll and receive the benefit of their volume discount. A copy of the Riverside County Master Agreement is attached to this report.
The Enterprise Agreement allows the City to have the flexibility to submit one annual order to account for all increases in qualified desktops and users as well as additional usage of previously ordered products in the prior year.
CITY COUNCIL PRIORITIES
Fiscal Responsibility
TECHNICAL CORRECTIONS AND ADDITIONS TO THE FISCAL YEAR 2023-24 ADOPTED BUDGET NOVEMBER 28. 2023
PAGE 4
FISCAL IMPACT
The requested action will add $331,250 in new appropriations to the General Fund. The General Fund has sufficient resources available for these appropriations. The CIP Grant Fund would see an increase of $1,661,045 in estimated revenues and $1,661,045 in appropriations.
ATTACHMENTS
Attachment A: Resolution 23-8206
Attachment B: SoftwareOne Quote US-QUO-1 127551
Attachment C: Riverside County Master Agreement
Attachment D: Microsoft Agreement #8084445
Attachment E: Downey Enrollment Enterprise 6
RESOLUTION NO. 23.8206
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DOWNEY
AMENDING THE FISCAL YEAR 2023-2024 BUDGET INCREASING ESTIMATED REVENUES BY $1,661,045 AND APPROPRIATIONS BY $1,992,295 WHEREAS, the City Council approved an appropriation for the purchase of Playground Equipment for the Rio San Gabriel Park on June 13, 2023; and WHEREAS, the City Council considered and adopted the proposed budget recommended by the City Manager for the Fiscal Year 2023-2024; and
WHEREAS, neither the Estimated Revenues nor the Appropriations related to the purchase of playground equipment for the Rio San Gabriel Park was included in the Fiscal Year 2023-2024 budget as adopted; and
WHEREAS, a technical error related to the amount of the Fire Department’s protective clothing budget was noted after the adoption of the Fiscal Year 2023-2024; and WHEREAS, the corrections of these errors and omissions are needed for City departments to carry out their responsibilities; and
WHEREAS, subsequent to adoption of the budget a new contract for the provision of crossing guard services was enacted; and
WHEREAS, the adopted budget did not fully fund the value of the new contract for the year; and
WHEREAS, security enhancements for the City’s parking garage were determined to be needed; and
WHEREAS, the adopted budget did not contain funding for the costs of these security enhancements;
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF DOWNEY DOES HEREBY RESOLVE AS FOLLOWS:
SECTION 1. That the budget for the City of Downey for fiscal year 2023-2024, is hereby amended as set forth in Exhibit A of this resolution.
SECTION 2. That staff is directed to amend the budget incorporating those changes approved by Council.
SECTION 3. The City Clerk shall certify to the adoption of this Resolution APPROVED AND ADOPTED this 28tF1 day of November, 2023.
CLAUDIA FROMETA, Mayor
RESOLUTION NO. 23-8206
PAGE 2
ATTEST:
MARIA ALICIA DUARTE, CMC
City Clerk
APPROVED AS TO FORM:
JOHN M. FUNK, CITY ATTORNEY
I HEREBY CERTIFY that the foregoing Resolution was adopted by the City Council of the City of Downey at a Special meeting held on the 28th day of November, 2023, by the following vote, to wit:
AyES: Council Members:
NOES: Council Members:
ABSENT: Council Members
ABSTAIN: Council Members:
MARIA ALICIA DUARTE, CMC
City Clerk
Exhibit A to the Resolution
Increase Extimated Revenues - Clp Grant Fund
Account
26-1 -6920
Amount
$ 1,661,045
Increase Appropriations - CIP Grant Fund
Account
26-1 -6920-0520
Amount
$ 1,661,045
Increase Appropriations - General Fund
Account Amount
10-4-2620-0180
10-4-21 20-0700
10-4-1 380-0700
10-4-1 380-0887
$
$
$
$
180,000
79,250
64,900
7, 100
City of Downey
ACCOUNTS PAYABLE
11 111 Brookshire AVE
P. O. Box 7016
DOWNEY, CA 90241
Customer No
Your Reference
Date 09/20/2023
US-VAR-109332
Account Manager
Your Contact Person
MS EA Yr 2 Annual Payment (MRH)
Fabio Martins
GOV US
E-Mail
Our Tax ID
gov.us@softwareone,corn
39-1501 504
Quote US-QUO-1 127551
Invaic,p AddR;;Shipping Address License Address
Compucom Systems Inc8106 Calvin Hall Road
FORTMILL, SC 29707
City of Downey
ACCOUNTS PAYABLE
11111 Brookshire AVE.
P. O. Box 7016
DOWNEY. CA 90241
City of Downey
ACCOUNTS PAYABLE
11111 Brookshire AVE
P. O. Box 7016
DOWNEY. CA 90241
Start Date VersIon
End Date OS
Lie. Model Llc. MetrIcsPos. No.
DescrIption
Manufacturer DIsc-Lev. Format
Amount
atV. Unit Pncesales Tax {USD)
Contract SCA.19.704169Y
Coverage Period: 12 Months 10/1/2023 . 9/30/2024
EA Enrollment: 70721319
10 MQN140001 AzureAcUveDIcbyPremPI GCC PerUsr
Government Mmthly Subscnpbon
NON-SPEC/AL
Non-Speafic
IEA GOVMIcrosoft LEVEL D SUB 800 55.20 0.00 44.160.00
20 WQ6404q5 Core User CAL only NON'SPEC/AL
Government License md 1 Year SA Added at SIgnIng Windows Mlaasoft LEVEL D Llc&MMr IEA GOV 800 98.40 0.00 78.720.00 30 6%00002 ExchOnlnPIAddC)nGCC ShrdSvr ALNG SubsVL MVL AddOn tousrExchSt
NON-SPEC/AL
Non.SpeaficGovernment Monthly Subscnpbon Add Prod
Mlcrosof\ LEVEL D SUB IEA ADD G 800 22.92 0.00 1 8,336.00 40 9EM40562 WIndOWS Server Standard Core 2 Llc Cora Lic NON-SPEC/AL Government Umns8 and 1 Year SA Add Prod Adclod at SignIng NabSpeciflc Mluosoft LEVEL D LIC&MNT IEA ADD G 24 45.16 0.00 1 .083.84 SoRwareC>ne, Inc.
320 E Buffalo St. SuRe 2CX3
MIlwaukee. WI 53202
USA
Phone: +8CX> IW 9890
Fax. +262 317 5591
EmaIl: Info.us@soRwareone com
Web: wm softwareone.com
ATTACHMENT B
A
software
\n+ 30R.anrR 3vnerr wr.aa.brarplretd
Quote US-QUO-1 127551
Pos. No.
DescrIption
Manufacturer
Start Date
End Date
Llc Model
VersIon
OS
Llc Metrics CIty.
Total USD axel. Tax
Tax
Total USD incl. Tax
DIsc'Lev. Format Unit PrtcaSales Tax
Amount
IUSD)
142.299.84
0.00 142.299.84
Thank you for your request for quote.
ThIS after IS non-bIndIng. PrIces are subject to change if suppl18r prIces or cunencu values nuctuate Unless customer & SoftwareONE have executed a reseller agreement. customer hereby agr8es that by pl3ang an order WIth SoftwareONE customer WIll be bound by SoftwanONE's terms & condItIons. located at www.soRwar80ne.corn . and the placement of your order represents your agreement thereto. If Customer is requIred by law to WIthhOld any tax from amount payabl8, the amount payable WIll be Increased so that after makIng all requIred wlthholdlng3, SoRwareONE receIves equal to Ihe amount it would have receIved had no such wlthholdlngs been made Payment Terms
ShIppIng Method
Quote vaIId untIl
30 Days not
ElectronIC Software DeIIvery
09/30/2023
PrIces are based on 30 Days net, FOB Softwar80NE. ShIppIng and HandIIng and appIIcable Sales Tax an addItIonal. Onc8 SoftwaraONE places an order is placed wIth a Ucensor, Customer’s order will be bIndIng and non€anc8lable, except as otherwIse provIded by the LIcensor’s Return PoIIcIes.
CONFIDENTIAL INFORMATION: ThIs Quote, and any attachment is Intended only for the person or entIty to which it is addressed, and contaIns confIdentIal andlor privIleged Information. Any review, r8tnnsmi99lon, dissemInation or other use of thIs InformatIon to persons or •ntltl8s other than the Intend•d recIpient is prohibited.
VIew or place WIthIn PyraCloud: https'//ponal.softwareon8.corn/Quotes/Docum8ntDetall/US/US-QUO.1 127551 sonwarec>na, in a
320 E By Kato St. SUIte 2 CI) Phone: +800 JW 9890
Milwaukee. WI 53202 Fax' +262 317 5551
USA Email : Info.us@soRwareon8 com
Web: www softwareone.am
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Microsoft Licensing, GP Document Summary Form
' This is for informational purposes only '
MSE#:
(MSU
Tracking
Number)
3-0000009076682
Doc Type:Master Agreement
Do not modify the formatting or spacing of this Form above this text Subsidiary:
Country:
Manager Name / Alias
United States
LAR/LAD/ESA:
Program/Version
SLC 2015
(MSU Scanning Code)
ACCOUNT;County of Riverside
Outsourcer Name:
Business Agreement Number:
Master Agreement Number: OIE73970
Agreement Number:
If
Purchase Order Number:
Comments
Last Saved by Quinn Greenly
Revision 3.9
8/18/2016 3:48:01 PM 10/12/2005
ATTACHMENT C
I
I
I
i
E= ' Microsoi--i Volume t.icensi ng
Enterprise Agreement State and Local
Not for Use with Microsoft 8uslness Agreement or Microsoft Business and Services Agreement This Microsoft Enterprise Agreelnent ('Agreelnenl") is entered into between the entities identified on the signature form.
Effective date. The effective date of this Agreement is the earliest effective dato of any Enrollment entered into under this Agreement or the date Microsoft accepts this Agreement, whichever is earlier. Any reference in this Agreement or an Enrollment to a "day' means a calendar day, except references that specify "business day".
I
I
I
This Agreement consists of (1) these Agreelnent terms and conditions, Including any amendments and the signature form and all attachments identified therein, (2) the Product Terms applicable to Products licensed under this Agreement, (3) the Online Services Terms, (4) any Affiliate Enrollment entered into under this Agreement, and (5) any order submitted under this Agreement.
Please note: Documents referenced in thIs Agreement but not attached to the signature form may be found at http://w#w.microsofl.com/licensing/contracts and are incorporated in this Agreement by reference, including the Product Terms and Use Rights. These documents may contain additional terms and conditions for Products lic8nsed under this Agreelnent and may be changed from time to time.
Customer should review such documents carefully, both at the time of signing and periodically thereafter, and fully understand all toms and conditions applicable to Products licensed, Terms and Conditions
1 . Definitions.
" Affiliate” means
a.with regard to Customer,
(1) any governmqnt agency, department, office, instrumentality, division. unit or other entity of the state or local government that is supervised by or is part of Customer, or which supervises Customer or of which Customer is a part. or which 'ls under common supervision with Customer;
(ii) any county, borough, commonwealth, city, municipality, town, townshIp, special purpose district, or other similar type of governmental instrumenlality established by the laws of Customer's state and located within Customer’s state jurisdiction and geographic boundaries; and
(II1) any other entity in Customer's stat8 expressly authorized by the laws of Customer's stata to purchase under state contracts; provided that a state and iIs AffiIIates shall not, for purposes of this definition, be considered to be AFfiliates of the federal government and its Affiliates; and
b. with regard to Microsoft, any legal entity that Microsoft owns, that owns Microsoft, or that is under common ownership with Microsoft;
"Custamer' means the legal entity that has entered into this Agreement with Microsofti "Customer Data- moans an data, including all text, sound, software, image, or video files that are provided to Microsoft by, or on behalf of, an Enrolled Affiliate and its Affiliates through use of Online Services. "Enrolled Affiliate" means an entity, either Customer or any one of Customer's Affiliates that has entered into an Enrollment under this Agreement;
EA2015A9r(US)$LG(ENG)(Au920 t 5)Page 1 of 1 1
Document X20.12056
-Enrollment- means the document that an Enrolled Affiliate submits under this Agreement to place its initial order;
-Enterprise' means an Enrolled Affiliate and the Affiliates for which it is responsible and chooses on its Enrollment to tnclud.e in Its enterprise;
-Fixes" means Product fixes. modifications or enhancements. or their derivatives. that Microsoft either releases generally (such as Product service packs) or provides to Customer to address a specific issue. "License" means the right to downl08d. install, access and use a Product. For certain Products, a License may be available on a fixed term or subscription basis (-Subscription License"). LIcenses for Online Services will be considered Subscription Licenses; ''Microsoft' means the Microsoft Affiliate that has entered into this Agreement or an Enrollment and Its Affiliates. as appropriate;
"Ontine Services- means the Microsoft-hosted services IdentiFied as Online Servjcgs in the Product Terms
-Online Services Terms' means the additional terms that apply to Customer's use of OnIIne Services published on the Volume Licensing Site and updated fronr time to time. "Product- lneans all products identiFied in the Product Terms, such as aN Software, Ontinb Services and other web-based services, including pre-release or beta versions. -Product Terms- means the document that provida3 information about Microsoft Products and Professional Services available through volume licensIng. The Prodyct Terms document is published on the Volume Licensing Site and is updated fran time to time. "SLA means Service Level Agreement, which specifies the minimum service level for Online Services and is published on the Volume Licensing Site.
-Software" means licensed copies of Microsoft software identified on the Product Terms. Software does not Include Online Services. but Software may be part of an Online Service:
'Software Assurance- is an ofFering by Microsoft that provides new version rights and other b8nents for Products as further described in the Product Terms.
"Trade Secret- means information that is not generally known or readily ascedainable to the public, has economic value as a result, and has been subject to reasonable steps under the cIrcumstances to maintain its secrecy;
i
“use- or -run- means to copy, Install, use, access. display, run or otherwise Interact. -Use Rights' means the use rights or terms of service for each Product published on the Volume Licensing Site and updated from time to time. The Use Rights supersede the terms of any end user license agreement that accompanies a Product. The Use Rights for SoFtware are published by Microsoft in the Product Terms. The Use Rights for Online Services are published in the Online Services Terms. -Volume Licensing Site" means http://www.microsoFt.com/licensinq/contracts or a successor site.
2.How the Enterprise program works.
ae General. The Enterprise program consists of the terms and conditions on which an Enrolled Affiliate may acquire Product Licenses. Under the Enterprise program, Custdm8r and its Affiliates may order Licenses for Products by entering into Enrollments. b.Enrollments. The Enterprise program gives Customer and/or its Affiliates the ability to enter into one or more Enrollments to order Products. Subscription Enrollments may be available for some of these Enrollment& Notwithstanding any other provision of this Agreement, only Enrolled Affiliates identified in an Enrollment will be responsible for complying with the terms of that Enrollment, including the terms of this Agreement incorporated by reference in that Enrollment
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c. Licenses. The types of LIcenses '8vailable are (1) Licenses obtained under Software Assurance (L&SA), and (2) Subscription Licenses. These License types, as well as additional License Types, are further described in the Product List
3.Licenses for Products.
a.License Grant. Microsoft grants the Enterprise a non-exclusive, worldwide and limited right to download, install and use software Products, and to access and use the OnIIne Services. each in the quantity ordered under an Enrolllnent. The rights granted are subject to the terms of this Agreement, the Use Rights and the Product Terms. Microsoft reserves all rights not expressly granted in this Agreement,
b.Duration of LIcenses. Subscription Licenses and most Software Assurance rFghts are temporary and expire when the applicable Enrollment is terminated or expires, unless the Enrolled Affiliate exercises a buy-out option, which is available for some Subscription Licenses. Except as otherwise noted in the applicable Enrollment or Use Rights. all other Licenses become perpetual only when all payments for that License have been made and the initial Enrollment term has expired.
C8 Applicable Use Rights.
(i)Products (other than Online ServIces). The Use Rights in effect on the effective date of the Enrollment will apply to Enterprise's use oF the version of each Product that is current at the tFme. For future versions and new Products, the Use Righls in effect when those versions and Products are first released will apply. Changes Microsoft makes to the Use Rights for a particular version wiI not apply unless the Enrolled Affiliate chooses to haVe those changes apply. The Use Rights applicable to perpetual LIcenses that were acquired under a previous agreement or Enrollment are determined by the Agreement or Enrotlln8nt under which they were acquired. Renewal of Software Assurance does not change whIch Use Rights apply to those LIcenses.
(ii) Online ServIces. For Online Services, the Use Rights in effect on the subscription start date will apply for the subscription term as defined in the Product Terms, Downgrade rIghts. Enrolled Affiliate may use an earlier version of a Product other than Online Services than the version that is current on the effective dale of the Enrollment. In that case, the Use Rights for the current version apply to the use of the earlier version. If the earlier Product version includes features that are not in tha new version, then the Use Rights applicable to the earlier version apply with respect to those features. d.
ee New VersIon RIghts under Software Assurance. Enrolled Affiliate must order and maIntain continuous Software Assuranee coverage for each License ordered. With Software Assurance coverage, Enterprise automatically has the right to use a new version of a licensed Product as soon as it is released. even iF Enrolled Affiliate chooses not to use the new version immediately.
a) Except as otherwise permitted under an Enrollment, use of the new version will be subject to the new version's Use Rights.
(ii) if the License for the earlier version of the Product is perpetual at the time the new version is released, the License for the new version will also be perpetual. Perpetual Licenses obtaIned through Software Assurance reAlace any perpetual Licenses for the earlier version.
i LIcense confirmation. This Agreement, the applicable Enrollment, Enrolled Affiliate' s order confirmation, and any documentation evidencing transfers oF perpetual Licenses. together with proof of payment. will be Enrolled Affiliat8's evidence of all Licenses obtained under an Enrollment.
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g.R80rganizations, consolidations and privatlzatlons. If the number of Licenses cov6red by an Enrollment changes by more than ten percent as a result of (1) a rebrganization, consolidation or privatization of an entity or an operating division, (2) .a privatization of an Affiliate or an operating division of Enrolled Affiliate or any of its Affiliates, or (3) a consolidation includIng a merger with a third party that has an existing agreement or Enrollment, Microsoft will work with Enrolled Affiliate in good faith to determine how to accommodate its changed circumstances in the context of this Agreement. 4,Making copies of Products and re-Imaging rIghts.
ae General. Enrolled Affiliate 09y make as many copies of Products, as it needs to distribute them within the Enterprise. Copies must be true and complete (including copyright phd trademark notices) from master copies obtained from a Microsoft approved fulfillment s6urce.
Enrolled Affiliate may use a third party to make these copies, but Enrolldd Affiligte agrees it will be responsible for any third party's actions. Enrolled Affiliate agrees to make reaso'nabte efforts to notify its employees, agents, and any other individuals who use the Products that the Products are licensed from Microsoft and subject to the terms oF thIs Agreement. b.CopIes for traIning/evaluation and back•up. For all Products other than Onlin8 S8rviceb, Enrolled Affiliate may: (1) use up to 20 complimentary copies of any licensed Product in a dedicated training facility on its premises for purposes of training on that particular Product, (2) use up to 10 complimentary copies oF any Products for a 60 day evaluation period, and (3) use one complimentary copy of any licensed Product for back-up or archival purposes for each of its distinct geographic locations. Trials for Online Services may be available iF specified in the Use Rights.
Ce Right to re-Image. In certain cases, re.imaging is permitted using the Product media. If the Microsoft Product is licensed (1) from an original equipment manufacturer (OEM), {2) as a full packaged Product through a retail source, or (3) under another Microsoft program, then media provided under this Ag'nement may generally be used to create images for use in place of copies provided through thaI separate source. This right is conditional upon the following:
(i) Separate Licenses must be acquired from the separate SOUrce for each Product that is re-imaged.
(ii) The Product, language, version, and components of the copies made must be identical to the Product, language, version, and all components of the copies they replace and the number of copies or instances of the re-imaged Product permitted remains the same. (iii) Except for copies of an operating system and copies of Products licensed under another Microsoft program,.the Product type (e.g., Upgrade or full LIcense) re.imaged must be identical to the Product type licensed from the separate source. (iv) Enrolled Affiliate must adhere to any Product-specific processes or requirements for re. imaging identifIed in the Product Terms
Re-imaged Products remain subject to the terms and use rights of the License acquired from the separate source. Thjs subsection does not create or extend any Microsoft warranty or support obligation.
5.Transferring and reassigning Licenses.
a. LIcense transfers. Enrolled Affiliate may transfer only fully-paid perpetual LIcenses to:
(1) an Affiliate or
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(ii)an unaffiliated third party in connection with (A) a privatization of an Affiliate or agency or of an operating division of Enrolled Affiliate or an Affiliate, (B) a reorganization. or (C) aconsolidation Upon such transfer, Enrolled Affiliate must uninstall and discontinue using the licensed Product and render any copies unusable.
b.Notification of License Transfer, Enrolled Affiliate must notify Microsoft of a License transfer by completing a license transfer form, which can be obtained from http://w\vw.nlicrosoft.com/licensing/contracts and sending the completed form to Microsoft before the License transfer. No License transfer wIll be valid unless Enrolled Affiliate provides to the transferee, and the transferee accepts in writing, documents suFficient to enable the transferee to ascertain the scope, purpose and limitations of the rights granted by Microsoft under the licenses being transferred (Including, without limitation. the applicable Use Rights, use .and transfer restrictions, WarrantIes and limItations of llabiII jy. Any License transfer not made in compliance with this section will be void.
Ce Internal AssIgnment of Licenses and Software Assurance. Licenses and Software Assurance must ba assigned to a single user or device within the Enterprise. Licenses and Software Assurance may be reassigned within the Enterprise as described in the Use Rights.
6.Term and termination.
a. Term. The term of this Agreement will be 36 full calendar months from the Effective date unless terminated by either party as described below. Each Enrollment will have the term provided in that Enrollment.
b.TerminatIon without cause. Either party may tenninate this Agreement, without cause, upon 60 days written notice. In the event oF termination, new Enrollments will not be accepted, but any existing Enrollment will continue for the term of suCh Enrollment and will continue to be governed by this Agreement.
C+Mid.term termination for non-appropriation of Funds. Enrolled Affiliate may terminate this Agreement or an Enrollment without liability, penalty or further obligation to make payments if funds to make payments under the Agreement or Enrollment are not appropriated or allocated by the Enrolled Affiliate for such purpose. d.Termination for cause. Without limiting any other remedies it may have. either party may terminate an Enrollment if the other party materially breaches its obligations under this Agreement, including any obligation td submit orders or pay invoices. Except where the breach is by its nature not. curablo within 30 days, the terminating party must give the other party 30 days' notice of its intent to terminate and an opportunity to cure the breach.
If Microsoft gives such notice to an Enrolled Affiliate, Microsoft also will give Customer a copy of that notice and Customer agrees to help resolve the breach. If the breach affects other Enrolments and cannot be resolved between Microsoft and Enrolled Affiliate, togeth8r with Customer's help, within a reasonable period of time, Microsoft may terminate this Agreement and all Enrolments under it. If an Enrolled Affiliate ceases to be Customer’s Affiliate. it must promptly notiFy Micnsofk and Microsoft may terminate the former Affiliqte’s Enrollment. if an Enrolled Affiliate terminates its Enrollment as a result of a breach by Mhra soft, or if Microsoft terminates an Enrollment because Enrolled Affiliate ceases to be Customer’s Affiliate, then Enrolled Affiliate will have the early termination rights described in the Enrolment. ge Early termination. If (1) an Enrolled Affiliate terminates its Enrollment- as a result of a breach by Microsofl or (2) if Microsoft terminates an Enrollment because the Enrolled Affiliate has ceased to be an Affiliate of Customer, or (3) Enrolled Affiliate terminates an Enrollment for non-appropriation of funds, or (4) Microsoft termInates an Enrollment for non- payment due to non.appropriation of funds, then the Enrolled Affiliate will have the follqwing options
EA2015A9 r(US)SLG(ENG)(Aug201 5)Page 5 of 11
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(i) it may immediately pay the total remaining amount due, including all installments, in which case, the Enrolled Affiliate will have perpetual rights for all Licenses it has ordered; or
(ii) it may pay only amounts due as of the termination date, in which case the Enrolled Affiliate will have perpetual Licenses for:
1} all copies of Products (including the latest version of Products ordered under SA coverage in the current term) for which payment has been made in full, and 2) the number of copies of Products it has ordered (including the latest version of Products ordered under Software Assurance coverage in current term) that is proportional to the total of Installment payments paid versus total amounts due (paId and payable) iF the early termination had not .occurred. (iii) in the case of Early Termination under SubscriptIon Enrollments, Enrolled Affiliate will have the following options:
1 ) For eligible products Enrolled Affiliate may obtain perpetual Licenses as described in the section titled -Buy.out option,- provided that Microsoft receives the buy.out order for those Licenses within 60 days after Enrolled Affiliate provides notice of termination.
2) Where not exercising buy-out option, in the eVent of breach by Microsoft, Microsoft will issue Reseller a Q6dit for any amourit paid in advance that would apply after the date of termination.
Nothing in this section shall affect pefpetuat License rights aquired either in a separate agreement or in a prior term of the terminated Enrolment. f,Effect of termination or expIratIon. When an Enrollment expires or is terminated, (1)Enrolled Affiliate must order Licenses for all copies of Pr6ducts it has run for which it has not previously submitted an order. Any and gII unpaid payments or any order of any kind, including subscription services, remain due and payable. Except as provided in the subsection titled -Early termination,- all unpaid payments for Licenses immediately become due and payable.
(I1) Enrolled Affiliate's right to Software Assurance benefits under this Agreement ends if it does not renow Software AssuranCe.
g e Modification or termInation of an Online Service for regulatory reasons. Microsoft 'may modify or terminate an Online Service where there is any current or future government requirement or obligation that: (1) subjects Microsoft to any regulation or requirement not generally applicable to businesses operating there; (2) presents a hardship for Microsoft to continue operating the Online Service without modification; and/or (3) causes Microsoft to believe these terms or the Online Service may conflict with any such requirement or obligation.
h.Program updates. 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 the time of an Enrollment renewal.
7.Use, ownership, rIghts, and restrictions.
ae Products. Unless otherwise specified in a supplemental agreement, use of any Product is governed by the Use Rights specific to each Product and versIon and by the terms of the applicable supplemental agreement.
b.Fixes. Each Fix is licensed under the same terms as the Product to which it applies. If a Fix is not provIded for a specific Product, any use terms MIcrosoft provides with the Fix will apply.
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Ce
d.
Non'Microsoft software and technology. Enrolled Afiliqte is solely rpsponsible for any non.Microsoft software or technology that it instaUs or uses with the Products or Fbces.
Restrictions. Enrolled Affiliate must not (and must not attempt to) (1) reverse engineer. decompile, or disassemble any Product or Fix. (2) install or use non.Microsoft software or technology in any way that would subject Microsofrs inteltecutal property or technology to obligations beyond those included in this agreement. or (3) work around any technical limitations in the Products or ro$trictions in Product documentatiQn. Except as expressly permitted in this agreement. Customer must not a) s9parate and run parts of a Product on more than one device, upgrade or downgrade parts of a Product at diFerent times, or transfer parts of a Product separately; or (ii) distribute, sublicense, rent, lease, !end1 or use any Product or Fix to offer hosting services to a third party.
No transfer of ownershIp; reservation of rIghts. Products and Fixes are protected by copyrIght and other intellectual property rights laws and international treaties. Microsoft (1) does not transfer any ownership rights in any Products or Fixes and (2) reserves all rights not expressly granted in this Agreement.
e.
8. Confidentiality.
“Canfidenlial Infonnation- is non-public information that is designated “confidential- or that a reasonable person should understand is confidential. including Customer Data. ConfidentIal Information does not include information that (a) becomes publicly available without a breach of this agreement, (b) the receiving party received lawfully from another source without a confidentiality obIIgation, (c) is independently developed„ or (d) is a comment or sudgasUon volunta6red about the other party's business, pradu6ts or services.
Each party will take reasonable steps to protect the other's Confidential InFormation and will use the other party's Confidential Information only for purposes of the parties’ business relationship. Neither party will disclose that Confidential InformatIon to thIrd parties, except to its employees, AffUiates. contractors, advisors and consultants (-Representatives-) and then only on a need-to-know basIs under nondisclosure obligations at least as prbtective a3 this agreement. Each party remains responsible for the use of the Confidential Informalian by its Representatives and, in the event of discovery of any unauthorized use or disclosure, must promptly notify the other party.
A party may disclose the other's Confidential Information if required by law; but only after it notifies the other party (if legally permissible) to enable the other party to seek a protective order.
Neither party is required to restrict work assignments of its Representatives who have had access to Confidential Information. Each party agrees that the use of Information retaIned in Representatives’ unaided memorIes in the development or deployment of the parties' resp8ctlva products or services does not create liability under this agreement or trade secret law, and each party agrees to limit what it discloses to the other accordingly.
These obligations apply (i) for Customer Data until it is deleted from the Online Services, and (ii) for all other Confidential Information, for a period of five years after the Confidential Information is received. g.Privacy and Compliance and Laws.
a+Enrolled Affiliate consents to the processing of personal information by Microsoft and its agents to facilitate the subject matter of this Agreement. Enrolled Affiliate will obtain all required consents from t,hird parties under applicable privacy and data protection law before providing personal inf6rmatian to Microsoft.
b.Personal Information collected under this agreement ( t) may be tran$felred, .stored and processed in the United States or any other country in which Microsoft or It$ contractors maintain facilities and (ii) will be subject to the privacy terms specIfied in the Use Rights.
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i
by the U.S. Department of Colnlnerce regarding the collection, use, and retention of data from the European Union, the European Economic Area, and Switzerland.
C.U.S. export JurIsdIctIon. Products and Fixes are subject to U,S. e8port jurisdictIon.
Enrolled Affiliate must comply with all applicable intornalional and national laws, including the U,S. Export Administration Regulations and International Traffic in Arms Regulations, and end-user, end use and destination restrictions issued by U.S. and other governments related to Microsoft products, services and technologies.
70.Warranties.
a. LImited warranties and remedIes.
(i)Software. Microsoft warrants that each version of the Software Will perform substantially as described in the applicable Product docurnentalion for one year from the date the Enterprise is first licensed for that version. If it does not and the Enterprise notifies Microsoft within the warranty term, then Microsoft will, at its option (1) return the price Enrolled Affiliate paid for tho Software license, or (2) repair or replace the Software. (ii) Online Services. Microsoft warrants that each Online Service will perform in accordance with the applicable SLA during the Enterprise's use. The Enterprise's remedies for breach of this warranty are in the SLA
The remedies above are the Enterprise's sole remedies for breach of the warranties in this section. Customer waives any breach of warranty claims not made during the warranty period
b.Exclusions. The warranties in this agreement do not cover problems caused by accident, abuse, or use in a manner Inconsistent wilh this Agreement, includihg failufe to meet minimum system requirements. These warranties do not apply to tree, trial, pre-release, or beta Products, or to components of Products that Enrolled Affiliate is permitted to redistribute C+DISCLAIMER. MIcrosoft provIdes no other warranties or conditions and disclaims any other express, implied, or statutory warranties, Including warranties of quality, title, non-InfrIngement, merchantabIIIty, and fitness for a partIcular purpose.
11.Defense of third party claims.
a.By Microsoft. Microsoft will defend Enrolled Affiliate against any claims made by an unaffiliatdd third party (1) that any Product or Fix infringes its patent, copyright, or trademark or makes unlawful use of its Trade Secret; or (2) that arises from Microsoft’s provision of an Online Service in violation of laws applicable to all online services providers. Microsoft wIll pay the amount of any lastllUng adverse final judgment or approved settlement. This does not apply to claims based on a) Cu$tomer Data; (ii) non-Microsoft software; (iii) modifications to a Product or Fix Enrolled Affiliate makes or any specifications or materials Enrolled Affitlate provides; (iv) Enrolled Affiliate's combination of the Product or Fix with (or damages based on the vatue oD a non-Microsoft product, data. or business process; (v) Enrolled Affiliate's use of a Microsoft trademark without express, written consent or the use or redistribution of a Product or Fix in violation of this Agreement; (vi) Enrolled Affiliate’s continued use of a Product or FIx after being notified to $top due to a third party claim; or (vii) Products or Fixes provided free of charge.
b.By Enrolled AffIIIate. Enrolled Affiliate will defend Microsoft against any claims made by an unaffiliated third party that:
(1) any Customer Data or non-Microsoft software Microsoft hosts on Enrolled Affiliate's behalf infringes the third party's patent, copyright, or trademark or mak88 unlawful use of it& Trade Secret; or
EA2015AgrKJS)$LG(ENG)(Aug2QIS)Page 8 of 1 1
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(ii) arises from use of an Online Service in violation of applicable laws and regulations; a violation of the legal rights df others: or unauthorized access to or disruption of any service. data. account, or network in connection with the use of the Online Services.
Enrolled Affiliate will pay the amount of any adverse final judgment or approved settlement resulting from a claim covered by this section titled “By Enrolled Affiliate.- C.Rights and remedies in case of possible infring8ment or misappropriation. If Microsoft reasonably believes that a claim under Iht s section may result in a legal bar prohibiting Enrolled Affiliate's use of the Product or Fix, Microsoft will seek to obtain the right for Enrolled Affiliate to keep using it or modify or replace it with a functional equivalent, in whIch case Enrolled Affiliate must discontinue use of the prior version immediately. IF these options are not commercially reasonable, Microsoft may terminate Enrolled Affiliate’s right to the Product or Fix and refund any amounts Enrolled Affiliate has paid for those rights to Software or Fixes and, for Online Services, any amount paid for a usage period after the termination date. d.Other terms. The party being defended under this section 11 must notify the othar parly promptly of any claim subject to the subsection titled -By Microsoft,- give the otl19r party sole control over the defense or settlement, and provide reasonable assistance in dofending the claim. The party providing the protection will reimburse the other party for reasonable out of pocket expenses that it incurs in providing assistance. Any settlement must be approved in writing by the defending party. The remedies provided in this section 11 are the exclusive remedies for the claims described in this section.
12.Limitation of liability.
For each Product, each party's maximum, aggregate liability to the other under this Agreement is limited to direct damages finally awarded in an amount not to exceed the amounts Enrolled Affiliate was required to pay for the applicable Products during the term of this Agreement, subject to the following:
a. Online Services. For Online Services, Microsoft's maxilnum liability to Enrolled Affiliate for any incident giving rise to a claim will not exceed the amount Enrolled Affiliate paid for the Online Service during the 12 months before the incident. b.Free Products and DistrIbutable Code. For Products provided free of charge and code that Enrolled Affiliate is authorized to redistribute to third parties without separat8 payment to Microsoft, Micr030ft'3 liability is limited to direct damages finally awarded up to US$5,000, ExclusIons. In no event will either party be liable for indirect, incidental, gpecial, punitive, or consequential damages, including loss of use, loss of profits, or interruption of business, however caused or on any theory of liability.
C+
d.Exceptions. No lilnitation or exclusions will apply to liability arising out of either party's (1 ) confidenHatity obligations (except for all liability related to Customer Data, which will remain subject to the limitations and exclusions above); (2) defense obligations; or {3) violation of the other party's intellectual property rights.
13.Verifying compliance.
al Right to verIfy colnpliance. Enrolled Affiliate must keep accurate and complete records relating to all use and distribution of Products by Enrolled Affiliate and its Affiliatos. Microsoft has the right. at Its expense, to the 9xt8nt permitted by applicabta law, to verify Enrolled Affiliate and its Affiliates' compliance with the Producf s license terms for the Products.
VerIfIcation process and limitations. Microsoft will provide EnrOlled Affiliate at least 30 days' notice af its intent to verify compliance. Verification will take place during normal business hours and in a manner that does not interfere unreasonably with Enrolled Affiliate'$ operations. Microsoft will engage an independent auditor, which will be subject to a confidentiality obligation. Enrolled Affiliate must promptly provide the independent auditor b.
EA201 5Agr(US}SLG(ENG)(Au9201 5)Page 9 of 1 1
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with any information the auditor reasonably requests in furtherance of the verification, including access to systems running the Products and evidence of Licenses for Products Enrolled Affiliate hosts, sublicenses, or distributes to third parties. Enrolled Affiliate agrees to complete Microsoft's self.audit process, which Microsoft may require as an alternative to a third party audit. Any information cotlect9d in the self-audit will be used solely for purposes of determining compliance.
Ce RemedIes for non-compliance. If verification or self.audit reveals any unlicensed use or distribution, then within 30 days, (1) Enrolled Affiliate must order sufficient licenses to cover that use or distribution, and (2) if unlicensed use or distribution is 5% or more, Enrolled Affiliate must reimburse Microsoft for the cost Microsoft has incurred in verification and acquire the necessary additional licenses at 125% of the price based on the then-current price list and Enrolled AffHiate price level. The unlicensed u ge pe-rcentago is based on tho total number of licerises purchased compared to actuat install base. If there is no unlicensed use, Microsoft will not subject Enrolled Affiliate to another verification for at least one year.
By exercising the rights and procedures described above, Microsoft does not waive its rights to enforce this Agreement or to protect its intellectual property by any other means permitted by law
14.Miscellaneous.
ae Notices. Notices to Microsoft must be sent to the Microsoft address on the signature form with a copy sent to the address below. Notices must be in writing and will be treated as delivered on the date shown on the return receipt or on the courier or fax confirmation of delivery, Microsoft may provide information to Enrolled Affiliate about upcoming ordering deadlines, services, and subscription information in electronic form, including by email to contacts provided by Enrolled Affiliate. Emails will be treated as delivered .on the transmIssion date
Microsoft Cbrporation
Legal and Corporate Affairs
Volume Licensing Group
One Microsoft Way
Redmond, WA 98052
USA
bI AssIgnment. Either party may assign this Agreement to an Affiliate, but must notify the other party in writing of the assignment. Any other proposed assignment must be approved by the other party in writing. Assignment will not relieve the assigning party of its obligations under the assigned agreement. Any attempted assignment without required approval will be void.
C.
d.
e+
f.
Severability. If any provision in this agreement is found unenforceable, the balance of the agreement will remain in full force and effect,
Use of contractors. Microsoft may use contractors to perform services, but will be responsible for their performance subject to the terms of this Agreement.
Waiver. Failure to enforce any provision of this agreement will not constitute a waiver. Any waiver must be in writing and sIgned by the waiving party.
Applicable law; dIspute resolution. The terms of this Agreement will be governed by the laws of Customer’s state, without giving effect to its conflict of laws, Disputes relating to this Agreement wIll be subject to applicable dispute resolution laws of Customer's state.
EA2015Agr(U$}SLG[ENG}{Au92015)Page 1C) of 1 1
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g B
h.
This Agreement is not exclusive. Customer and Us Affiliates are free to enter into agreements to license, use or promote non-Microsoft products.
Management and ReportIng, Customer and/or Enrolled Affiliate may manage account details (e.g., contacts, orders, Licenses, software downloads) on Microsoft's Volume Licensing Service Center (-VLSC-) web site (or successor site) at:
https://v,ww.rnicrosoft.com/licensinq/servicecenter . Upon the effective date of this Agreement and any Enrollments, the contact(s) identified for this purpose will be provided access to this site and may authorize additional users and contacts.
i.Order of precedence. In the case of a conflict bdtween any documents in this Agreement that is not expressly resolved in those documents. theIr terms will control in the following order from highest to lowest priority: (I} this Enterprise Agreement, (2) any Enrollmeht, (3) the Product Terms, (4) the OnIIne Services Terms, (5) orders submitted under this Agreement, and (6) any other documents in this Adreement. Terms in an amendment control over the amended document and any prior amendments concerning the same subject matter.
J h
k.
Survival. All provisions survive termination or expiration of this Agreement except those requiring performance only during the term of the agreement..
Free Products. It is Microsoft's intent that the terms of this Agreement and the Use Rights be in compliance with all applicable federal law and regulations. Any free Product provided to Enrolled Affiliate is For the sole use and benefit of the Enrolled Affiliate, and is not provided for use by or personal benefit of any speciFic government employee.
1.Amendments. Any amendment to this Agreement must be executed by both parties. e>©ept that Microsoft may change the Product Terms and the Use Rights from time to time in accordance with the terms of this Agreement. Any conflicting terms and conditions contained in an Enrolled AffiIiate's purchase order will not apply, Microsoft may require Customer to sign a new agreement or an amendment before an Enrolled Affiliate enters into an Enrollment under this agreement.
m.Voluntary Product Accessibility Templates. Microsoft supports the government's obligation to provide accessible technologies to its citizens with disabilities as required by Section 508 of the Rehabilitation Act of 1973, and its state law counterpads. The Voluntary Product Accessibility Telnptates ('VPATs-) for the Microsoft technologies used in providing the online services can be found at Microsoft’s VPAT page. Further information regarding Microsoft's commitment to accessibility can be found at http://www.microsoft.com/enable . n.
0. Natural disaster. In the event of a -natural disaster.’ Microsoft may provide additional assislanco or rights by posting them on RRp:// www.microsoft.com at such time.
Copyright violation. Except as set forth in the section above entitled -Transferring and rea3signing Licenses", the Enrolled Affiliate agrees to pay for, and comply with the tenDS of this Agreement and the Use Rights, for the Products it uses. Except to the extent Enrolled Affiliate is licensed under this Agreement, it will be responsible for its breach of this contract and violation oF Microsoft's copyright in the Products, including payment of License fees specified in this Agreement for unlicensed use.
1) B Calendar days. Any reference in this Agreement or an Enrollment to a "day" means a calendar day, except references that speciFy 'business day'.
EA2015A9r(US)SLG(ENG)(Auq2015)Page 11 of ll
Document X20.12058
MRxwo#iVolurne Licensing
Supplemental Contact Information Form State and Local i This form can be used in combination with Agreement and Enrollment/Registration. However, a separate form must be submited for each Enrollment/R8gistratian, when m(>rd than one is submitted on a signature form. For the pun a3es of this form 'Entity" mn mean the signing Entity, CustomerEnrolled Affiliate. Government Partner Institution or other party entering into a Volume Licensing program agreement. Primary and Notices contacts in this form will not apply to Enrolments or Registrations
This form applies to:B Agreement
[] Enrollment/Affiliate Registration Form
Insert primary entity name if more than one Enrollment/Registration Formis submitted 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; if the Entity chooses to designate other contact types, tho same required fields must be completed for each section. By providing contact information, entity consents to its use for purposes of administering the Enrollment by Microsoft and other parties that help Microsoft administer this Enrollment. The personal information provided in connection with this agreement will be used and protected according to the privacy statement available at https://licensinq.microsoft.com .
1. Additional notices contact.
This contact receives all notices that are sent from Microsoft. No online access is granted to this individual
Name of Entity' County of Riverside
Contact name': FIrst Metissa Last Etter
Contact emalt' [email protected]
Street address' 3450 14th Street
City' Riverside State' CA Postal codo' 92501-3862
Country' US
Phone' 951-955-7731 Fax
[] This contact is a third party (not the Entity). Warning:
information of the Entity.
This contact receives personally identifiable
2.Software Assurance manager.
ThIs contact will receive online permissions to manage the Software Assurance benefits under thd Enrollment or Registration.
Name of Entity‘
Contact name*: First
Contact email-
Street address'
City' State‘
Country'
Phone' Fax
Last
Postal code'
SupContactlnfoFornl(U$)SLG(ENG)(Oct2010)Page 1 of 3
I
[] This contact is a third party (not the Entity).
inFormation of the Entity.
Warning:This contact receives personally identifiable
3.Subscriptions manager.
I
This contact will assign MSDN, Expression, and TgchNet Plus subscription licenses to the individual subscribers under this Enrollment or Registration. Assignment of the subscription licenses is necessary for access to any of the online benefits, such as subscription downloads. This contact will also manage any complimentary or additional media purchases related to these s.ubscriptions .
Name of Entity-
Contact name•: First
Contact email'
Street address-
City' State'
Country'Phorle' Fax
[-] This contact is a third party (not tho Entity).
information of the Entity.
Last
Postal code'
Warning:This contact receives personally identifiable
4.Online Services manager.
This contact will be provided online permissions to manage the Online Services ordered under the Enrolllnent or Registration.
Name of Entity' County of Riverside
Contact name&: First Jenifer Last Rutherford
Contact emaIl- [email protected]
Street address' 3450 14th Street
City' Riverside State& CA Postal code’ 92501-3862
Country’ UA
Phone- 951.955-7785 Fax
[] This contact is a third party (not the Entity). Warning:
information of the Entity.
This contact receives personally identifIable
5.Customer Support Manager (CSM) :
This person is designated as the Customer Support Manager (CSM) for support-related activities.
Name of Entity'
Contact name': First
Contact emaIl-
Street address'
City- State'
Country'
Phone' Fax
[] This contact is a third party (not the Entity).
information of the Entity.
Last
Postal codo'
Warning:This contact receives personally identifiable
6.Primary contact information :
An Individual from inside the organization must serve as the primary contact. This contact receives online administrator permissions and may grant online access to othors. This contact also receives all notices unless Microsoft is provided written notice of a change Name of Entity' County of RiversIde
Contact name': First Jim Last Smith
SupContactlnfoFarm(US)SLG(ENG)(Odt20ro)Page 2 of 3
Contact email' [email protected]
Street address- 3450 14th Street
City' Riverside State' CA Postal code* 92501-3862
Country': US
Phone' 951-955-1000 Fax
7.Notices contact and online administrator information:
This individual receives online administrator permissions and may grant online access to others. This contact also receives all notIces.
[] Same as primary contact
Name of Entity- County of Riverside
Contact name': First J8nifer Last Rutherford
Contact email' jenNer. [email protected]
Street address' 3450 14th Street
City* Riverside State' CA Postal code* 92501-3862
Country-: US
Phone' 951-955-7785 Fax
[] This contact is a third party (not the Entity). Warning:
information of the Entity.
This contact receives personally identifiable
SupCantactlnfoFornr(US)SLG(ENG)(Oc12C>10)Page 3 of 3
l• Microsoft Volume Licensing
Program Signature Form
MBA/MBSA number
Agreement number 80&4445
Note: Enter the applicable active numtnn associated with the documents below. Microsoft requires the associated active number be indiated here. or listed below as new For the purposes of this form, 'Customer’ can mean the signing entity, Enrolled Affiliate, I ' Government Partner, Institution, or other party entering into a volume licensing program agreement. I 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 Document
IMmme lmHBm
Product Selection Form
Number or Code
MIXBM
1234609.O03_PSF
By signing below, Customer and the Microsoft Affiliate agree that both parties (1) have received, read and understand the above contract documents, including any websites or documents incorporated by reference and any amendments and (2) agree to be bound by the terms of all such documents.
Customer
Printed First and Last Namd;/LAu4'\v iP\
IL.I Mama'de'pPrinted TItle
SpIt b" br /S: boat_Signature Date
Tax ID
indicates required field
Microsoft Affiliate
Microsoft Corporation
SIgnature
Printed First and Last Name
PrInted Title
Signature Date
{date M}aosaft Affiliate cauntersigns)
Agreement Effective Date
(may be different than Miaosoft's signature date)
PmgramSlgnFarm(MSSlgn)(NA.LntAm)ExBRA.MLI{ENG)(May2020)Page 1 of 2 Document X2Cb12883
ATTACHMENT D
IMPORTANT NOTICE: Acceptance of your Microsoft Enterprise 6 Enrollment 2022-09-26
Reference Enrollment Number: 70721319
City of Downey
United States
CC: , , SaftwareONE, Inc.
Dear Customer,
Thank you for selecting the Enterprise 6 Enterprise Enrollment for your organization. We hope that you will find it a flexible and cost-effective way to acquire the latest Microsoft technology and simplify license management,
The purpose of this letter is to advise you that your enrollment has now been accepted and processed by Microsoft, Below is a brief introduction to important information and resources about your Volume Licensing Agreement, all of which are designed to help you manage your purchases during the course of your enrollment.
Keeping your records up to date. You will receive important notifications by e-mail during the enrollment term, so it is very important that you keep your contact information up to date. Examples of these notices include the following:
• VLSC Welcome Letters for contact changes
• Online Services activation notification, including activation link, sent once your order is processed by Microsoft
•Renewal Reminder, sent 90 days prior to the enrollment expiration If you are not the correct contact person for information and announcements regarding this Volume Licensing Agreement, or if the contact person or any of the address details change in the future, please update your Reseller or Software Advisor, SoftwareONE, Inc Software Assurance. Software Assurance offers new product versions, unique enterprise technologies, and expert planning services to help provide efficient implementations, in- depth classroom training for IT staff and anytime-anywhere training for end users, along with 24x7 phone and Web support to maximize uptime. To review the Software Assurance benefits for which your organization is eligible, log on to the Microsoft Volume Licensing Service Center where details of your benefits are displayed.
Online Services. Online Services are a set of services that can help your organization take advantage of the benefits that in-the<loud computing has to offer. As your IT strategy evolves, Microsoft can help you extend the capabilities and functionality of your existing technology investments. Online Services are delivered via subscription and over the web
Azure Individual Subscription Transfers. Any Azure subscription on another enrolment must be transferred to this enrollment for it to count towards any Microsoft Azure
ATTACHMENT E
consumption commitment. Note that a subscription transfer can only be performed the day a is executed. We do not allow backdating of subscription transfers. Instructions on how to transfer subscriptions can be found on ms.portal.azure.com . For any support requests, please raise a ticket here.
Azure Enrollment or Account Transfers. If you have another Enterprise enrollment, it must be transferred to this enrollment for it to count towards any Microsoft Azure consumption commitment. Note that an enrollment or account transfer can only be backdated to as early as the first of the current month that the transfer is executed or the start date of the new enrollment. Instructions on how to transfer subscriptions can be found on ms.portal.azure.com. For any support requests, please raise a ticket here Microsoft Volume Licensing Service Center (VLSC) Web site. The Microsoft Volume Licensing Service Center (VLSC) is an online tool that makes it easy for you to manage Microsoft Volume Licensing program agreements, download licensed products, and access volume license keys. The VLSC offers key benefits for licensed software management including
•Reporting. View current and historical reporting across programs and agreements that includes key dates, contact information, order confirmations, and your license summary.
• Product Downloads. Download software through a simple. secure user interface VLSC makes it easy for you to find the right product, based on your licensing entitlements,
•Volume License Product Keys (VLKs). Access your Volume License Keys including Multiple Activation Keys (MAKs) and Key Management Server (KMS) keys. VLKs are issued to your company for your exclusive use. VLSC makes it easy for you to request product keys for the Windows desktop operating system, enables retrieval of volume license keys for all Microsoft licensed products, and provides access to technical support. You agree to use your best efforts to keep a secure record of these product keys, which includes not disclosing these product keys to any unauthorized third party. More information on Volume License Product Keys is also available at:
http://www.microsoft.com/licensing/resources/vol/volumelicensekey/default.mspx •Software Assurance Benefits. Access and manage your Software Assurance benefits and subscriptions for Online Services.
• VLSC User Access. Add and remove users plus manage your existing users by assigning permissions. Permissions include access to VLKs, product downloads, reporting, Software Assurance Benefits, and Online Services.
You will be receiving your VLSC welcome letter within 1 to 2 business days. This welcome letter will also be sent to your Software Assurance Manager, and Online Services Manager (as applicable to your enrollment). You can access the VLSC homepage directly at: https://www.microsoft.com/licensing/servicecenter/ .
Visual Studio Subscriptions admin portal. The Visual Studio Subscriptions admin portal is an online tool where you can assign and manage your Visual Studio subscriptions (formerly MSDN Subscriptions). The Primary or Notices contact for your agreement will receive instructions for set-up in a separate email. The Visual Studio Subscriptions admin portal provides the following features:
•Subscription assignment. The portal provides a secure and easy interface to assign Visual Studio subscriptions. There is a bulk feature to make it easier to assign large quantities of subscribers from an Excel template, and an integration with Azure Active Directory allowing you to find subscribers from your Azure AD or manage access using Azure AD groups
e Admin permissions. The Primary Contact or Notices for a Volume Licensing agreement is automatically added to the Visual Studio subscriptions admin portal as a super admin. This allows you to manage admins in addition to subscribers e Reporting. View current and historical reporting (up to 30 days) of changes to your subscriptions and admins, as well as a maximum usage report showing your assignment trends over the past 12 months.
True.up Orders and Update Statements. The True-up Order process allows your organization to submit one annual order to account for all increases in qualified desktops and users as well as additional usage of previously ordered additional products in the prior year. This process is facilitated by your Software Advisor or Reseller, •Your annual True-up Order is required at each Enrollment Anniversary between 60 days prior to and 15 days following this date. If you have ordered any additional quantities since your last Enrollment Anniversary, this annual True-up Order is still required per the terms of your Enterprise Agreement. •Your final True-up Order or Update Statement is due upon Enrollment expiration and prior to renewal
These key dates are outlined in your Microsoft Volume Licensing Agreement Summary below.
•When there is no increase in qualified users or desktops, and no additional product usage in the prior year, you must still submit an Update Statement. The Update Statement must be signed by an authorized signatory for City of Downey.
Please contact your Reseller or Software Advisor for information and assistance with your True-up Order.
Software Asset Management (SAM). Microsoft recommends organizations implement a good Software Asset Management (SAM) strategy to help with the True-up process and beyond
•SAM can help ensure a more informed and accurate True-up. SAM can also help you control costs and risks, optimize software investments, and make better decisions about your short and long-term technology needs. •As part of your contract value with Microsoft. you have the option to receive a Software Asset Management consultation from a Microsoft Certified SAM Partner.
A Microsoft approved Gold SAM Competency partner will perform consultation.
•We have several resources available that you may use to establish or improve your SAM processes. including our main SAM page at
http://www.microsoft.com/sam This site includes a SAM optimization kit, links to several SAM self. service tools to assist with deployment discovery and a list of Certified SAM partners who you can contact directly. Microsoft Volume Licensing also offers guidance and tools for License tracking, an important SAM practice, at http :// www.microsoft.com/licensin@bout-licensing/client-access- license.aspx#tab=3
• You may also reference the True-up Guide at
http://www.microsoft.comnicensinq/trueupquide , which is designed as a single point of reference to help you simplify and streamline the True-up process Contract Document Support Web Site. You can find essential contract information such as your Product Use Rights (PUR). Product List, and other supporting documents to your contract at this public Web site located at: http://www.microsoft.com/licensing/contracts , Thank you for doing business with Microsoft
As referenced herein, "Microsoft" means the entity with which you have contracted Microsoft Volume Licensing Agreement Summary
Customer Name City of Downey
Enterprise 6Volume Licensing Program
Enrollment Number 70721319
Contract Type State Local Government
Enrollment Version 20201
Reseller or Software
Advisor
SoftwareONE, Inc
Microsoft Business and
Services Agreement
Number
Unknown
Agreement Number 8084445
Start Effective Date 2022-09-26
2023-09-26
2024-09-26
Anniversary Dates
Expiration Date 2025-09-30
This communication was sent from a non-monitored alias, Please do not reply. If you have questions concerning this communication, or the information contained therein. please contact your Microsoft Reseller or Software Advisor for assistance