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23-R-23 Microsoft Office 365 RenewalRESOLUTION NO. 23MR-23 A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS AUTHORIZING THE RENEWAL OF THE MICROSOFT OFFICE 365 THREE YEAR CONTRACT. "VHEREAS, the City of Schertz has a need for licensing email communications, online document storage and general Microsoft Office products; and \VUE.REAS, the City of Schertz has determined that Office 365 meets that need; and WHEREAS, the City of Schertz has chosen SHI, a Purchasing Cooperative vendor, for the purchase of this license; and WHEREAS, Purchasing Cooperatives gives public entities the advantage of leveraging the cooperative's ability to obtain bulk discounts, and achieve savings for the City; and WHEREAS, purchases under the cooperative programs meet the requirements under the Texas Local Government Purchasing Code rule for cooperative purchases as adopted by the City of Schert7 Resolution I 1-R-41 on August 30, 201 l amending the City's purchasing policy; and WHEREAS, the City of Schertz will fund the purchase of Microsoft Office 365 licenses through the approved 2022-2023 annual LT. department budget. NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS THAT: Section 1. The City Council hereby authorizes purchases with Microsoft Office 365 Licenses wHh SHI in accordance with the quote included as Attachment 1. Section 2. The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this Resolution for all purposes and are adopted as a part of the judgment and findings of the City Council. Section 3. All resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Resolution are hereby repealed to the extent of such conflict, and the provisions of this Resolution shall be and remain controlling as to the matters resolved herein. Section 4. This Resolution shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. Section 5. If any provision of this Resolution or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Resolution and the application of such provision to other persons and circumstances shall nevertheless be valid, and the City Council hereby declares that this Resolution would have been enacted without such invalid provision. Section 6. It is officially found, determined, and declared that the meeting at which this Resolution is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this Resolution, was given, all as required by Chapter 551, Texas Government Code, as amended. Section 7. This Resolution shall be in force and effect from and after its final passage, and it is so resolved. PASSED AND ADOPTED, this 281h day of March, 2023. CITY OF SCHERTZ, TEXAS A~ Sheila Edmondson, City Secretary Attachment 1 SHI Quote Microsoft Volume Licensing Program Signature Form MBAIMBSA number 5-0000009679971 Agreement number 01E73535 Note: Enter the applicable active numbers associated with the documents below. Microsoft requires the associated active number be indicated here, or listed below as new. For the purposes of this form, "Customer'' can mean the signing entity, Enrolled Affiliate, Government Partner, Institution. or other party entering into a volume licensing program agreement. This signature form and all contract documents identified in the table below are entered into between the Customer and the Microsoft Affiliate signing, as of the effective date identified below. Contract Document I Number or Code Enter prise Enrollment <I ndirect) X20-10635 Sub250 Form W29 Enterorise Amendment M97 INEW) Product Selection Form 1284073.004 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 au such documents. Customer Name of Entity (must be fegal entity name}* City of Schertz Signature• Printed First and Last Name* Printed Title Signature Date* Tax ID * indicates required field ProgramSignForm(MSSi9r1}(NA,LatAm)ExBRA.MLl(ENG)(May2020) Page 1 ot2 Document X20-12883 Microsoft Affiliate I Signature Printed First and Last Name 1 Printed Title Signature Date (date Microsoft Affiliate countersigns) Agreement Effective Date Microsoft Corporation (may De ourerent tnan M1 croso1ts signature date} Optional 2nd Customer signature or Outsourcer s ignature (if applicable) 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 Date* *indicates required field j If Customer requires additional contacts or is reporting multi ple previous Enrollments, include the appropriate form( s) with this signature form . After this s ignature form is signed by the Customer. send it and the Contract Documents to Customer's cha nnel partner or M icrosoft account manager, who must submit them to the following address. When t h e signature form is fully executed by Microsoft, Customer will receive a confirmation copy. Microsoft Corporation Dept. 551, Volume Licensing 6880 Sierra Center Parkway Reno, Nevada 89511 USA ProgramSignForm(MSSign)(NA,LalAm)ExBRA,MLl(ENG)(May2020) Page 2of2 Document X20-12883 • Microsoft Volume Licensing Enterprise Enrollment State and Local Enterprise Enrollment number (Microsoft lo compfste) Previous Enrollment number (Reseller to complete) 54320988 64058050 Framework ID I (if applicable) ._ ________ __,, This Enrollment must be attached to a signature form to be valid. This Microsoft Enterprise Enrollment is entered into between the entities as identified in the signalure 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/licensin g/contracts. In the event of any conflict the terms of this Agreement control. Effective date. If Enrolled Affiliate is renewing Software Assurance or Subscription Licenses from one or more previous Enrollments or agreements, then the effective date will be the day after the first prior Enrollment or agreement expi res or terminates. If this Enrollment is renewed, the effective date of the renewal term wi ll be the day after the Expiration Date of the initia l term. Otherwise , the effective date will be the date this Enrollme nt 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 tenn of this Enrollment will expire on the last day of the month, 36 full calendar months from the effective date of the initial tenn. The renewal term will expire 36 full calendar months after the effective date of the renewa l tenn. Terms and Conditions 1. Definitions. Terms used but not defined in this Enrollment will have the definition in the Enlerprise Agreement. The following definitions are used in this Enrollment: "Additional Product" means any Product identified as such in the Product Terms and chosen by Enrolled Affillale 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 regul ations for which Customer determines and Microsoft agrees that the use of Government Community Cloud Services is appropriate to meet Customer's regulatory requirements . EA20201 EnrGov(US )SLG(ENG )( Oct2019) Page 1of10 Document X20-10635 Membership in the Community is ultimately at M icrosoft'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 i n 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 Enterpri se-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, State/Local 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 (NIST) Special Publication 800-145. Microsoft Online Services that are Government Community Cloud Services are designated as such in the Use R ights and Product Tenns. "Industry Device" (also known as tine of business device) means any device that (1) is not useable in its deployed configuration as a general purpose personal computing device (such as a personal computer), a multi-function server, or a commercially viable substitute for one of these systems; and (2) only employs an industry or task-specific software program (e.g. a computer-aided design program used by an architect or a point of sale program) ("Industry Program"). The device may include features and functions derived from Microsoft software or third-party software. If the device performs desktop functions (such as email, word processing, spreadsheets, database, network or Internet browsing, or scheduling, or personal finance), then the desktop functions: (1) may .only be used for the purpose of supporting the Industry Program functionality; and (2) must be technically integrated with the Industry Program or employ technically enforced policies or architecture to operate only when used with the Industry Program functionality. "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: (1) 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 ("VD!"). 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 abov e (e.g., Industry Device) that is used by or for the benefit of the Enrolled Affiliate 's Enterprise as a Qualifi ed 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 Tenns, the License reserved by Enrolled Affifiate prior to use and for which Microsoft will make the Online Service available for activation. EA2020fEnrGov(US)SLG(ENG)(Oct2019) Page 2of10 Document X20.10635 "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 and updated from time to time. The Use Rights include the Product-Specific License Terms, the License Model terms, the Universal License Terms, the Data Protection Tenns, and the Other Legal Terms. The Use Rights supersede the terms of any end user license agreement (on-screen or otherwise) that accompanies a Product. "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. (i) Enterprise commitment. Enrolled Affiliate must order enough Licenses to cover all Qualified Users or Qualified Devices, depending on the License Type, with one or more Enterprise Products or a mix of Enterprise Products and the corresponding Enterprise Online Services (as long as all Qualified Devices not covered by a License are only used by users covered with a user License). (ii) Enterprise Online Services only. If no Enterprise Product is ordered, then Enrolled Affiliate need only maintain at least 250 Subscription Licenses for Enterprise Online Services. 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. EA20201En~ov{US)SLG{ENG)(Oct2019) Page3of 10 Document X2~10635 (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 Tenns 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 detennine 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 retrospectively to the month in which they were ordered. (iv) Subscription License reductions. Enrolled Affiliate may reduce the quantity of Subscription Licenses at the Enrollment anniversary date on a prospective basis if permitted in the Product Tenns, 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 Fonn, 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 EA20201 EnrGov(US)SLG(ENG)(Oct2019) Page4of10 Document X2().10635 may submit true-up orders more often to account for increases in Product usage, but an annual true-up order or update statement must still be submitted during the annual order period. (vii)Late true-up order. If the true-up order or update statement is not received when due, Microsoft will invoice Reseller for all Reserved Licenses not previously invoiced and Subscription License reductions cannot be reported until the following Enrollment anniversary date (or at Enrollment renewal, as applicable). h. Step-up Licenses. For Licenses eligible for a step-up under this Enrollment. Enrolled Affiliate may step-up to a higher edition or suite as follows: (i) For step-up Licenses included on an initial order, Enrolled Affiliate may order according to the true-up process. (ii) If step-up Licenses are not included on an initial order, Enrolled 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. i. Clerical errors. Microsoft may correct clerical errors in this Enrollment, and any documents submitted with or under this Enrollment, by providing notice by email and a reasonable opportunity for Enrolled Affiliate to object to the correction. Clerical errors include minor mistakes, unintentional additions and omissions. This provision does not apply to material terms, such as the identity, quantity or price of a Product ordered. j. Verifying compliance. Microsoft may, in its discretion and at its expense, verify compliance with this Enrollment as set forth in the Enterprise Agreement. 3. Pricing. a. Price Levels. For both the initial and any renewal term Enrolled Affiliate's Price Level for all Products ordered under this Enrollment will be Level "D" throughout the tenn of the Enrollment. b. Setting Prices. Enrolled Affiliate's prices for each Product or Service will be established by its Reseller. Except for Online Services designated in the Product Terms as being exempt from fixed pricing, As long as Enrolled Affiliate continues to qualify for the same price level, Microsoft's prices for Resellers for each Product or Service ordered will be fixed throughout the applicable initial or renewal Enrollment term. Microsoft's prices to Resellers are reestablished at the beginning of the renewal term. 4. Payment terms. For the initial or renewal order, 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. 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. EA20201 EmGov(US)SLG(ENG)(Oct2019) Page 5of10 Document X20·10635 Microsoft may make changes to this program that will make it necessary for Customer and its Enrolled Affiliates to enter into new agreements and Enrollments at renewal. c. If Enrolled Affiliate elects not to renew. (i) Software Assurance. If Enrolled Affiliate elects not to renew Software Assurance for any Product under its Enrollment, then Enrolled Affiliate will not be permitted to order Software Assurance later without first acquiring a new License with Software Assurance. (ii) Online Services eligible for an Extended Tenn. 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") 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 for up to one year. If Enrolled Affiliate wants an Extended Tenn, 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 Tenn, 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 cancellation 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. ff Enrolled Affiliate elects not to renew, the Licenses will be cancelled and will terminate as of the Expiration Date. Any associated media must be uninstalled and destroyed and Enrolled Affiliate's Enterprise must discontinue use. Microsoft may request written certification to verify compliance. d. Termination for cause. Any termination for cause of this Enrollment will be subject to the "T ennination 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 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 EA20201 EnrGov(US )SLG(ENG )( Oct2019} Pa9e6of10 Document X2().10635 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. EA20201EnrGo\l(US)SLG(ENG)(Oct2019} Page 7of10 Document X20-10635 Enrollment Details 1. Enrolled Affiliate's Enterprise. a. Identify which Agency Affiliates are included in the Enterprise. (Required) Enrolled Affiliate's Enterprise must consist of entire offices, bureaus, agencies, departments or other enti ties of Enrolled Affilia1e, not partial offices, bureaus, agencies. or departments, or other partial entities. Check only one box in this section. If no boxes are checked, Microsoft will deem the Enterprise to include the Enrolled Affiliate only. If more than one box is checked, Microsoft will deem the Enterprise to include the largest number of Affiliates : 181 Enrolled Affiliate only 0 Enrolled Affiliate and all Affiliates 0 Enrolled Affiliate and the following Affiliate(s) (Only identify specific affiliates to be included if fewer than all Affiliates are to be included in the Enterprise): D Enrolled Affiliate and all Affiliates, with following AffiHate(s) excluded: b. Please indicate whether the Enrolled Affiliate's Enterprise will include all new Affiliates acquired after the start of this Enrollment: Exclude future Affiliates 2. Contact information. Each party will notify the other in writing if any of th e information in the following contact i nfonnation page (s) changes. The asterisks (*) indicate required fields. By providing contact infonnation , Enrolled Affi liate consents to its use for purposes of administering this Enrollment by M icrosoft, its Affiliates , and other parties that hel p administer this Enrollment. The personal information provided in connection with this Enrollment will be used and protected in accordance with the privacy statement available at https://www.m icrosoft.com/licensin q/servicecenter. a. Primary contact. This contact is the primary contact for the Enrollment from within Enrolled Affiliate's Enterprise. This contact is also an Online Adm inistrator for the Volume Licensing Service Center and may grant online access to others. The primary contact will be the default contact for all purposes unless separate contacts are identified for specific purposes Name of entity (must be legal entity name)* City of Schertz Contact name* First Jack Last Bluebird Contact email address* jbluebird@schertz.com Street address* 1400 Schertz Parkway City* Schertz State* TX Postal code* 78154-1634- (Please provide the zip + 4, e.g . xxxxx-xxxx) Country* United States Phone* 210-619-1180 Tax ID • indica tes 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 Lice nse s for eligible Online Servies, including adding or reassigning Licenses and stepping-up prior to a true-up order EA2020 1 En rGov(US )SLG(ENG)(Oct2019) Page 8of10 Document X20·10635 D Same as primary contact (default if no information is provided below, even if the box is not checked). Contact name* First Steve Last Williams Contact email address* swilliams@schertz.com Street address* 1400 Schertz Parkway City* Schertz State* TX Postal code* 78154-1634- (Please provide the zip+ 4, e.g. xxxx.x-xxxx) Country"' United States Phone* 210-619-1000 Language preference. Choose the language for notices. English D This contact is a third party {not the Enrolled Affiliate). Warning: This contact receives personally identifiable information of the Customer and its Affiliates. *indicates required fields c. Onllne Services Manager. This contact is authorized to manage the Online Services ordered under the Enrollment and (for applicable Online Services) to add or reassign Licenses and step-up prior to a true-up order. Same as notices contact and Online Administrator (default if no information is provided below, even if box is not checked) Contact name*: First Steve Last Williams Contact email address* swilliams@schertz.com Phone* 210-619-1000 . D 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* SHI International Corp. Street address (PO boxes will not be accepted)* 290 Davidson Ave City* Somerset State" NJ Postal code" 08873-4145 Country• United States Contact name* Scott Doherty Phone* 888-764#8888 Contact email address* msteam@shi.com *indicates required fields By signing below, the Reseller identified above confirms that all information provided in this Enrollment is correct. Signature* Scott Dohert y Printed name"' Scott Doherty Printed title* Date" *indicates required fields Changing a Reseller. If Microsoft or the Reseller chooses to discontinue doing business with each other, Enrolled Affiliate must choose a replacement Reseller. If Enrolled Affiliate or the Reseller intends to terminate their relationship, the initiating party must notify Microsoft and the EA20201 EnrGov(US)SLG(ENG}{Oct2019) Page 9of 10 Document X20..10535 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 Administfator remains the default. (i) Additional notices contact (ii) Software Assurance manager (iii} Subscriptions manager (iv) Customer Support Manager (CSM) contact 3. Financing elections. Is a purchase under this Enrollment being financed through MS Financing? 0 Yes, !El No. If a purchase under this Enrollment is financed through MS Financing, and Enrolled Affiliate chooses not to finance any associated taxes, it must pay these taxes directly to Microsoft. EA2C>201 EnrGov{US)SLG(ENG )(Oct2019) Page 10of10 Document X20-10635 Microsoft Volume Licensing Previous Enrollment(s)/Agreement(s) Form Entity Name: City of Schertz Contract that this form Is attached to: State Local Government For the purposes of this form, "entity" can mean the signing entity, Customer, Enrolled Affiliate, Government Partner, Institution, or other party entering into a volume licensing program agreement. Please provide a description of the previous Enrollment(s), Agreement(s}, Purchasing Account(s), and/or Affiliate Registration(s) being renewed or consolidated into the new contract identified above. a. Entity may select below any previous contract(s) from which to transfer MSON subscribers to this new contract. Entity shall ensure that each MSDN subscriber transferred is either properly licensed under the new contract or is removed. b. Entity may select below only one previous contract from which to transfer the Software Assurance {SA) Benefit contact details, i.e., benefits contact (not the SA manager) and the program codes, to this new contract. c. An Open License cannot be used to transfer either the SA Benefit details or MSDN subscribers. d. The date of the earliest expiring Enrollment/Agreement that contains SA or Online Services will be the effective date of the new contract {or SA coverage period for Select Plus). e. Please insert the number of the earliest expiring Enrollment/Agreement with SA or Online Services in the appropriate fields of the new contract. Enrol lment/Agreementl Enrollment/Agreement/ P h . A tJAff·i· t Transfer Transfer . . . urc asing ccoun 1 1a e Purchasing AccountlAffihate R . t t' P bl' C t SA Benefit MSDN R . t f 0 . f eg1s ra ion u 1c us omer C t t 5 b 'b eg1s ra ion escnp ion Number on ac u sen ers Sta a PrevEnrAgrForrn(WW)(ENG)(Oct2019) Page 1 of1 Document X20-12873 • Microsoft Volume Licensing Enterprise Sub 250 Program Amendment ID W29 The parties agree that the Enrollment is amended as follows: 1. On the first page of the Enrollment¥ the following is added after the second paragraph: By entering into this Enrollment, the Enrolled Affiliate agrees that {1) it also has 25 or more Qualified Devices or Qualified Users; or (2) as a condition of entering into this Enrollment with 25-249 Qualified Devices or Qualified Users, Enrolled Affiliate has elected not to receive CD ROMs as part of the Enrollment and therefore no CD ROMs will automatically be shipped. If Enrolled Affiliate is enrolling with 2&.249 Qualified Devices or Qualified Users and it would like to receive CO ROM Kits and updates, Enrolled Affiliate may order these through its Reseller for a fee. The submission of this Amendment can only be placed against a 2011 Enterprise Agreement or an Enrollment that has the Updated EA Amendment terms and conditions applied. The submittal of this Amendment may not be contingent on submittal of a new Enterprise Agreement. 2. Section 2a of the Enrollment titled "Order Requirements", is hereby amended and restated in Its entirety with the following: a. Minimum Order Requirements. Enrolled Affiliate's Enterprise must have a minimum of 25 Qualified Users or Qualified Devices. (i} Initial Order. Initial order must include at least 25 Licenses from one of the four groups outlined in the Product Selection Form. (ii) If choosing Enterprise Products. If choosing Enterprise Products in a specific group outlined in the Product Selection Form, Enrolled Affiliate's initial order must include an Enterprise-wide selection of one or more Enterprise Products or a mix of Enterprise Products and corresponding Enterprise Online Services for that group. (iii) Additional Products. Upon satisfying the minimum order requirements above, Enrolled Affiliate may order Additional Products. {Iv) Country of Usage. Enrolled Affiliate must specify the countries where Licenses will be used on its initial order and on any additional orders. (v) Enterprise Online Services only. If no Enterprise Product is ordered, then Enrolled Affiliate need only maintain at least 25 Subscription Licenses for Enterprise Online Services. 3. Software Assurance renewal. Renewing Software Assurance: If Enrolled Affiliate will be renewing Products Software Assurance coverage from a separate agreement, check this box. By checking the above box, a new section is added to the Enrollment entitled "Software Assurance Addition." Software Assurance Addition. Enrolled Affiliate is permitted to and will include in its initial order under this Enrollment Software Assurance quantities from eligible Program's identified in the table below, even though Enrolled Affiliate is not otherwise eligible to order such Software Assurance without simultaneously ordering a License. EAEnrAmend{NA)(ENG}(May201S) Sub 250 Program W29 0 Page 1 of2 Enrolled Affiliate agrees that any perpetual Licenses received through the New Software Assurance shall supersede and replace the underlying Licenses, and the underlying Licenses are not to be transferred separately from any Licenses received through the New Software Assurance. Any remaining payment obligations with respect to the underlying Licenses shall continue in effect. ~§t.1.1;1.,~M@ili.§i•i§Mffi§§..,..Wi!!.!,l1fui.., Enterprise 64058050 3/31/2023 EAEnrAmend(f\JA)(ENG)(May2018) Sub 250 Program W29 0 Page2of2 • Microsoft Volume Licensing Amendment to Contract Documents Enrollmen t Number ... '-------~ 5-0000009679971 This amendment ("Amendment") is enter ed i nto between the parties identified on th e attached program signature form . It amends the Enrollment or Agreement identified above. All terms used but not defined in this Amendment will have the same meanings provided in that Enrollment or Agreement. Enterprise Enrollment Invoice for Quoted Price Amendment ID M97 The price quoted to Enrolled Affiliate is a fixed price based on an estimated order submission · date. Microsoft w ill invoice Enrolled Affiliate based on this fixed price quote. If this order is submitted later than the estimated order submission date, Enrolled Affiliate w i ll be charged for net new Month ly Subscriptions (including Online Services) for the period during which these services were not provided. For Indirect models, Pricing to Enrolled Affiliate is agreed between Enrolled Affiliate and Enrolled Affiliate's Reseller. SKUNumber SKU Description 7R6-00001 0365 G1 FSA GCC Sub Per User -- AAA-11924 J 0365 G3 FSA GCC Sub Per User - T2N..Q0001 0365 G5 GCC Sub Per User U4S-00002 0365 G1 GCC Sub Per User -- AAA-11894 0365 G3 GCC Sub Per I P3U-00001 User - Visio P2 GCC Sub Per User HUS-00001 Audio Conferencing Pay I Per Min GCC Sub Per User 1 Azure Active Directory MQM-00001 Premium P1 GCC Sub --Per User MQP-00001 Azure Information Protection Premium P1 L GCC Sub Per User AmendmenlApp v4.0 Existing Quantity - 74 56 -- 5 ·- 5 55 6 5 -- 5 -- 10 M97 0 0 0 10 - 5 0 0 0 0 - Incremental quantities - -- - - B Page 1 of2 L SKU Number J SKU Description Ex;sting Qu ~ Incremental quantities - M9T-00002 0365 Extra File Storage 25 o GCC Sub Add-on Extra I Storage 1 GB -- 3KS-00001 J 0365 F3 GCC Sub Per 336 10 -User 7VX-00001 Project PS GCC Sub P~~ 0 -User -- NYH-00001 Teams AC with Dial Out 0 551 US /CA GCC Sub Add-on ----~ -- r 1 -----------~ , Except for changes made by this Amendment, the Enrollment or Agreement identified above remains unchanged and in full force and effect. If there is any conflict between any provision in this Amendment and any provision In the Enrollment or Agreement identified above, this Amendment shall control. Q his Amendment must be attached to a signature form to be va_li_d_. ~ Microsoft Internal Use Onl : (M97)EnrAmend(lnd)(lnvoiceforQuotedPrice)( WW ENG Jan2023 v2 JU .docx AmendmentApp v4.0 M97 M97 B B Page 2 of2 Enterprise Enrollment Product Selec1 ion Form Microsoft I Volume Licensing Proposal ID Enrollment Number 1284073.004 Language: English (United States) Enrolled Affifiate's Enterprise Products and Enterprise Online Services summary for the initial order: Profile Qualified Devices Qualified Users Device I User Ratio Enterprise Product Platform Enterprise 210 210 1.0 Products Enterprise Quantity Office 365 Plans 0365 GS GCC 0365 G1 GCC FromSA 0365 G3 GCC FromSA 0365 G1 GCC 0365G3 GCC Enrolled AfflUate's Product Quantities: Price Group 1 2 3 Enterpr1H Products Office Professiorn11 Plus + M365 Apps Client Aecess Licen se + Office Client Access ~or Enlerprise + Office 365 (Pla ns E3 365 {Plans E 1, E3 and ES )+ License+ W indows and E5} + Microsoft 365 Enterprise Microsoft 365 Enterprise Jntune + EMS USL + Microsoft 365 Enterprise Quantity 121 210 0 Enrorled Afflllate's Price Level: Prod uct Offering I Pool Enttrprise Products and Enterprise Onlin• Services USLs : Unless otherwise indicated in associated ccntract documents, Price level set using the highes1 quantity from Group6 1 through 4. Additional Product Appllcatlon Pool : Unless otherwise indicated in associated contract documents, Price level set using quantity from Group 1. Additional Product Server Pool: Unless otherwise indicated in associated contract documenlS, Price level set using the highest quantity from Group 2 or 3. EA-EASProdSelForm(WW )(ENG) CAL Licensing Model User Licenses 5 74 56 15 60 4 Win E3 + Win E5 + Win VOA + Microsoft 365 En terpri se 0 Price Level D D D Page 1of2 MS Quote Enterprise Enrollment Product Selection Form Microsoft I Volume Licensing 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 lever for each Product offering I pool is set as described above, based upon the quan1ity to price level mapping below: Quantity of Licenses and Software Assurance Price Level 2,399 and below A 2,400 to 5,999 B 6,000 to 14.999 c 15,000 and above D Note 1: Enterprise Online Services may not b& available Jn all locations. Please see !he Product List for a list of locations where these may be purchased. Note 2: If Enrolled Affiliate does not order an Enterprise Product or Enterprise Online Service associated with an applicable Product pool, lhe price level for Additional Products in the same pool will be price level "A" throughout the term of the Emollment. Refer to the Qualifyin9 Government Entity Addendum pricing provisron for more details on price leveling. EA-EASProdSelForm(WW)(ENG) Page2 of 2 MS Quote GS TX-City of Schertz Korrin Bond Phone : (210)619-1187 Fax : Email: kbond@schertz.com All Prices are in US Dollar (USD) Product 1 Audio Conferenci ng Pay Per Min GCC Sub Per Use r Microsoft -Part#: HUS-00001 Contract Name: Microsoft Software VAR Contract#: OIR-TS0-4092 Coverage Term: Apr-01-2023 -Mar-31-2024 Note: Year 1 of 3 Renewal 2 Azure Active Directory Premium P1 GCC Sub Per Use r Microsoft -Part#: MQM -00001 Contract Name: Microsoft Software VAR Contract#: DIR-lS0-4092 Coverage Term : Apr-01-2023 -Mar-31·2024 Note: Year 1 of 3 Renewal 3 Azure Information Protection Premium P1 GCC Sub Per User Microsoft· Part#: MQP-00001 Contract Name: Microsoft Software VAR Contract#: DIR·TSC>-4092 Coverage Tenn: Apr--01 -2023 -Mar-31-2024 Note: Vear 1 of 3 Renewal 4 0365 Extra F~e Storage GCC Sub Add-on Extra Storage 1 GB Microsoft -Part#: MST-00002 Contract Name: Microsoft Software VAR Contract#: DIR-TS0-4092 Coverage Tenn: Apr-01-2023 -Mer-31-2024 Note: Year 1 of 3 Renewal 5 0365 F3 GCC Sub Per User Microsoft -Part#: 3KS-00001 Contract Name: Microsoft Software VAR Contract#: DIR· TS0-4092 Coverage Tenn : Apr-01-2023-Mar-31-2024 Note: Year 1 of3 Renewal 6 0365 G1 FSA GCC Sub Per User Microsoft-Part#: 7R6-00001 Prici ng Proposal Quotation#: 22960655 Reference #: EA# 64058050 Renewal Created On: Jan-13-2023 Valid Until: Jan-31·2023 Microsoft Inside Account Manager Vivien Cruz 290 Davidson Ave. Somerset. NJ 08873 Phone :732-868-5926 Fax: Email: vlvlen_cruz@shi.com Qty Your Price Total 5 $0.00 $0 .00 5 $55.99 $279 .95 10 $18.66 $186.60 25 $2.95 $73.75 346 $37.33 $12,916 .1 8 74 $71.71 $5,306.54 Contract Name: Microsoft Software VAR Contract#: DIR-TS0-4092 Coverage Term: Apr--01-2023-Mar-31-2024 Note: Year 1 of 3 Renewal 7 0365 G1 GCC Sub Per User Microsoft -Part#: U4S-00002 Contract Name: Microsoft Software VAR Contract#: OJR-TS0-4092 Coverage Term: Apr-01-2023 -Mar-31-2024 Note: Year 1 of 3 Renewal 8 0365 G3 FSA GCC Sub Per User Microsoft-Part#: AAA-11924 Contract Name: Microsoft Software VAR Contract#: DIR-TS0-4092 Coverage Term: Apr-01-2023-Mar-31-2024 Note: Year 1 of 3 Renewal 9 0365 G3 GCC Sub Per User Microsoft· Part#: AAA-11894 Contract Name: Microsoft Software VAR Contract #: DIR-TS0-4092 Coverage Term: Apr-01-2023-Mar-31-2024 Note: Year 1 of 3 Renewal 10 0365 G5 GCC Sub Per User Microsoft-Part#: T2N--00001 Contract Name: Microsoft Software VAR Contract#: DIR-TS0-4092 Coverage Term: Apr-01 -2023-Mar-31-2024 Note: Year 1 of 3 Renewal 11 Project PS GCC Sub Per User Microsoft -Part#: ?VX-00001 Contract Name: Microsoft Software VAR Contract#: DIR-TS0-4092 Coverage Term : Apr-01-2023 -Mar-31-2024 Note: Year 1 of 3 Renewal 12 Visio P2 GCC Sub Per User Microsoft· Part#: P3U--00001 Contract Name: Microsoft Software VAR Contract#: DIR-TS0-4092 Coverage Term : Apr--01-2023 -Mar-31-2024 Note: Y ear 1 of 3 Renewal 15 $85.46 $1,281.90 61 $202.36 $12,343.96 60 $237.72 $14,263.20 5 $406.68 $2,033 .40 11 $505.89 $5.564.79 6 $138.51 $831.06 Total $55.081 .33 Additional Comments Please note, if Emergency Connectivity Funds (ECF) will be used to pay for all or part of this quote, please let us know as we will need to ensure compliance with the funding program. Hardware items on this quote may be updated to reflect change& due to Industry wide constraints and fluctuations. The products offered under this proposal are resold in accordance with the terms and conditions of the Contract referenced under that applicable line item.