SAN RAFAEL CITY COUNCIL AGENDA REPORT

Transcription

1 Agenda Item No: 4.h Meeting Date: July 18, 2016 SAN RAFAEL CITY COUNCIL AGENDA REPORT Department: Information Technology Division Prepared by: Gus Bush, Information Technology Manager City Manager Approval: TOPIC: SUBJECT: Renewal of Microsoft Enterprise Agreement Resolution authorizing the City Manager to execute the required forms to renew the City s enrollment with Microsoft Corporation as part of a joint Microsoft Enterprise Agreement and issue purchase orders to Software ONE, Inc., for Microsoft software licenses at a cost not to exceed $200, per year for the next 3 years. RECOMMENDATION: Staff recommends that the City Council adopt resolution at Attachment 1, authorizing the City Manager to execute the required forms to renew the City s enrollment with Microsoft Corporation (Microsoft) as part of a joint Microsoft Enterprise Agreement and issue purchase orders to Software ONE, Inc., (Software ONE) for Microsoft software licenses at a cost not to exceed $200, per year for the next 3 years. BACKGROUND: The City of San Rafael has used Microsoft products as its standard computer software at the server and workstation level since In August of 2004, the City began purchasing its Microsoft software licenses through a joint, volume licensing program known as the County of Riverside s Microsoft Enterprise Agreement (the Riverside EA). This cooperative purchasing program was initiated through a Request for Proposals process by the County of Riverside and continues to be the primary procurement vehicle for Microsoft licenses for many government agencies throughout California. The City s current enrollment in the Riverside EA is due to expire on July 31, In the last 3 years, the most recent enrollment period, the City has paid $243, for maintenance and support on its existing inventory of Microsoft licenses plus an additional $92, for new licenses to support recent technology projects. The Riverside EA currently includes Microsoft license offerings from 6 different vendors (listed in Attachment 2). As in years past, these vendors resell Microsoft s traditional software licenses for products such as Windows, MS Office, MS Project, Exchange, SharePoint, and SQL Server. In the last FOR CITY CLERK ONLY File No.: Council Meeting: Disposition:

2 SAN RAFAEL CITY COUNCIL AGENDA REPORT / Page: 2 couple of years, Microsoft has also allowed their resellers to license its newer cloud-based subscription services such as Office 365, Exchange Online, Enterprise Mobility, and Azure. The new services are intended to maximize users ability to collaborate from anywhere by providing Microsoft software across the Internet, with the server infrastructure owned and operated by Microsoft (or their subcontractors) rather than by clients themselves. As the City looks to renew its Microsoft software licenses, the City not only has the opportunity to change vendors but is also in the best position to make changes to the current licensing scheme. Licenses for existing products can be traded for other products in the most cost effective manner at the start of a new licensing term because the changes in cost are spread over the life of the entire term. The most important area where the City needs to make licensing changes is in its environment. The current Microsoft Exchange server which supports all of the City s back-end services was originally installed in This server has been upgraded several times over the years but it has now reached the end of its effective lifecycle, no longer qualifies for Windows security updates, and does not include many of the latest features. For example, recent upgrades for Apple iphone and ipad devices no longer allow downloads of attachments greater than 500 KB from the current Exchange system. Plus, users find the web-based (webmail) application that comes with the older version of Exchange difficult to use on newer computers with web browsers other than Microsoft Internet Explorer. And the current Exchange server is limited in space, only allowing each user to store a maximum of 400 MB of active messages (requiring they delete or archive all older messages). For the last few months, the City s Information Technology Division (ITD) has worked with Microsoft and system design consultants from Tangent, Inc., to prepare a cloud-based Office 365 environment as an upgrade to the City s aging system. Office 365 was selected as the best technical solution because it not only meets the City s functional needs but is also accessible from any device with an Internet connection and is highly secure (as part of Microsoft s government cloud, complying with a variety of State and Federal security guidelines). The new system will also provide more than 100 times the current storage space per user as well as robust archiving and ediscovery capabilities. And on top of being compatible with all recent versions of Microsoft Outlook on the desktop, Office 365 also provides a standard mobile app for most smartphones/tablets, webmail for all common web browsers, and access to the latest web versions of other MS Office products (most notably Word, Excel, and PowerPoint). See Attachment 3 for a more detailed summary of all Office 365 and Enterprise Cloud Suite services for government customers. Final system testing is currently underway and ITD anticipates completing the migration to Office 365 in August. All that remains is to secure the ongoing subscription licensing for the new environment. ANALYSIS: In order to continue using its inventory of Microsoft licenses, and proceed without a lapse of coverage, the City needs to execute the necessary forms at to renew with Microsoft as part of the Riverside EA by July 31. Once the final list of products and quantities was decided in mid-june, ITD solicited competitive bids from all 6 vendors participating in the Riverside EA. Responses were due by July 8 but the City did not receive the desired results; only 2 vendors submitted bids and one of these bids was determined to be incomplete. Software ONE submitted the only complete bid. See Software ONE S bid sheet at Attachment 5. While the Software ONE bid fell within the expected cost range, staff has determined that the desired agreement should allow for the purchase of additional software

3 SAN RAFAEL CITY COUNCIL AGENDA REPORT / Page: 3 licenses over the term of the Agreement, and this was not included within the scope of the bid solicitation. Under normal circumstances, staff would prefer to go through another round of bidding, but there is not enough time to ensure the renewal process would be complete by the end of July. Therefore, staff recommends rejecting the previous bids, waiving bidding under SRMC Section D on the grounds of the incompleteness of the prior bidding process and the insufficiency of time to rebid the project, and authorizing the City Manager to execute the required enrollment forms and to issue purchase orders with Software ONE for purchase of the desired software licenses in an amount not to exceed $200,000 per year over a three year period. The $200,000 amount would cover the $155, for the software licenses listed on the Software ONE bid sheet, and allow for the purchase of an additional $44, of software licenses each year. The $155, per year would cover the cost for all of the City s Microsoft licenses for each year of a 3 year renewal period under the Riverside EA. This cost includes support and maintenance for all previously purchased licenses, adding support for new licenses purchased in the last 3 years, plus the subscription licensing for the new Office 365 environment. As a subset of the total cost of Microsoft licenses, the new Office 365 environment will cost $113, per year. This amount will cover the subscription licenses of Office 365, as part of the Enterprise Cloud Suite, for 450 users on up to 5 devices each. An additional $19, will cover 100 traditional Microsoft licenses at the workstation level for computers that aren t used by specific City workers (such as computers used as public kiosks or Library Internet terminals). These two categories together, totaling $132,849.00, compares to the estimated cost of approximately $78, per year if the City had elected to instead keep using a traditional licensing model to cover 500 individuallylicensed computers. In other words, while traditional licensing is assigned by hardware device (covering only 500 devices for about $78,400.00), the Office 365 licensing is assigned by user (covering up to 450 users on as many as 2,250 devices plus 100 traditional computers for $132,849.00). Therefore, for an additional cost of $54, per year, the new licensing approach will provide the City with increased functionality and more flexibility as workforce mobility increases. An additional $22, will cover maintenance and support for the City s Microsoft licenses at the server level. This includes licenses for server computers providing general purpose file and print services on the City network as well as website and database servers such as those hosting the City s financial system, the Police Department s dispatch system, Public Works mapping and modeling systems, and publicly accessible systems for meeting agendas, building permits, and business licenses. Finally, the $44, requested by staff for each year would provide the latitude to purchase any additional licenses needed (such as for increased operational requirements and/or to support new technology projects during this time period). FISCAL IMPACT: For the last three fiscal years, the City s cost to cover its Microsoft licenses under the Riverside EA was just over $81, per year (not including additional costs for additional licenses purchased as part of new technology projects). The proposed total cost for Microsoft licenses, including both the additional quantities and the Office 365 subscriptions, for the next 3 years would be $155, per year. The increase would be incorporated into the City s Technology Fund (Fund 601), which has enough funds in

4 SAN RAFAEL CITY COUNCIL AGENDA REPORT / Page: 4 the current fiscal year s budget to cover the additional $74, Any funds needed to cover additional licenses during the upcoming three years (up to the $200,000 annual limit) would be borne by the technology projects requiring the increases. All funds needed in future fiscal years would continue to be appropriated through the normal budget process. OPTIONS: The City Council has the following options to consider on this matter: 1. Staff's recommended action to adopt the proposed resolution. 2. Adopt a resolution with changes. 3. Direct staff to pursue a different approach. RECOMMENDED ACTION: Staff recommends that the City Council approve the proposed resolution, authorizing the City Manager to execute the required forms to renew the City s enrollment with Microsoft as part of the Riverside EA and issue purchase orders to Software ONE for Microsoft software licenses at a cost not to exceed $200, per year for the next 3 years. ATTACHMENTS: 1. Proposed Resolution 2. Riverside County Enterprise Agreement Vendor List 3. Office 365 Summary for US Government Customers 4. Microsoft Enterprise Enrollment Forms 5. Software ONE Bid Sheet

5 RESOLUTION NO. RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN RAFAEL AUTHORIZING THE CITY MANAGER TO EXECUTE THE REQUIRED FORMS TO RENEW THE CITY S ENROLLMENT WITH MICROSOFT CORPORATION AS PART OF A JOINT MICROSOFT ENTERPRISE AGREEMENT AND ISSUE PURCHASE ORDERS TO SOFTWARE ONE, INC., FOR MICROSOFT SOFTWARE LICENSES AT A COST NOT TO EXCEED $200,000 PER YEAR FOR THE NEXT 3 YEARS. WHEREAS, the City has used Microsoft products as its standard for computer software since 2000 and has been purchasing its Microsoft software licenses from the County of Riverside s Microsoft Enterprise Agreement since 2004; and WHEREAS, the County of Riverside s Microsoft Enterprise Agreement is a cooperative purchasing program and the primary procurement vehicle for Microsoft licenses by many government agencies in California; and WHEREAS, the City s current enrollment with Microsoft Corporation as part of the County of Riverside s Microsoft Enterprise Agreement expires on July 31, 2016, and the City wishes to renew its Microsoft licenses after that date; and WHEREAS, the City solicited bids for its inventory of Microsoft licenses from vendors participating in the County of Riverside s Microsoft Enterprise Agreement but has decided to reject all bids, waive bidding, and approve the purchase of the desired software licenses from Software ONE, Inc., for the reasons set forth in the accompanying staff report, in accordance with San Rafael Municipal Code Section D; and WHEREAS, there are sufficient funds in the City s Technology Fund to support the proposed services under this agreement.

6 NOW, THEREFORE, IT IS HEREBY RESOLVED that the Council does hereby authorize the City Manager to execute the required forms to renew the City s enrollment with Microsoft Corporation as part of the County of Riverside s Microsoft Enterprise Agreement and to issue purchase orders to Software ONE, Inc., for Microsoft software licenses at a cost not to exceed $200,000 per year for the next 3 years, in accordance with San Rafael Municipal Code Chapter D. I, ESTHER C. BEIRNE, Clerk of the City of San Rafael, hereby certify that the foregoing Resolution was duly and regularly introduced and adopted at a regular meeting of the City Council of said City held on Monday, the 18th day of July, 2016 by the following vote, to wit: AYES: NOES: ABSENT: COUNCILMEMBERS: COUNCILMEMBERS: COUNCILMEMBERS: ESTHER C. BEIRNE, City Clerk

7 CCISDA authorized LAR Contacts Riverside County Enterprise Agreement 01E73134 (in alphabetical order by reseller) Aaron Liggitt (State of CA customers) (916) State of CA DGS SCA participant CompuCom Sam Andrews (In L.A.) (818) Miles Allarea (NorCAL Cities & Counties) Dell Computer PC Mall Northern California William Madrid (310) State of CA DGS SCA participant State of CA DGS SCA participant SoftChoice En Pointe Jesse Dow Account Manager State and Local Government - NoCal Softchoice Jesse.Dow@softchoice.com Imran Yunus (mgr of inside sales) iyunus@enpointe.com ext (310) State of CA DGS SCA participant Insight Jinny.Williams@insight.com Doug.Teeple@insight.com Doug Teeple (916) State of CA DGS SCA participant Attachment 2

8 Office 365 for U.S. Government Customers Office 365 for Government The best choice for government organizations with advanced IT requirements that want the flexibility to move to the cloud at their own pace. Office 365 for Government includes the following services delivered from Microsoft s Government Community Cloud (GCC): Exchange Online SharePoint Online Skype for Business Office 365 Pro Plus OneDrive for Business Office 365 for U.S. Government - Main Page on Microsoft.com Service Wide Security and Compliance 99.9 Service Level Agreement - TechNet Link Office 365 Government Community Cloud datacenters are located within the continental United States and services are delivered from geographically dispersed datacenters at least 500 miles apart. Office 365 Government Community Cloud service administration is restricted to U.S. Citizens who have passed Criminal Justice Information System (CJIS) background checks and have been adjudicated by the State of California Department of Justice. Compliance Standards Criminal Justice Information System (CJIS) Internal Revenue Service Publication 1075 (IRS 1075) Health Insurance Portability and Accountability Act (HIPAA) Federal Information Security Management Act (FISMA) Federal Risk and Authorization Management Program (FedRAMP) ISO (Including ISO 27018) Statement on Standards for Attestation Engagements No. 16 (SSAE 16) Gramm-Leach-Bliley Act (GLBA) Additional security, privacy, and compliance information available in the Office 365 Trust Center Attachment 3

9 Exchange Online Microsoft Exchange Online is a hosted messaging solution that delivers the capabilities of Microsoft Exchange Server as a cloud-based service. It gives users access to , calendar, contacts, and tasks from PCs, the web, and mobile devices. It integrates fully with Active Directory, enabling administrators to use group policies, as well as other administration tools, to manage Exchange Online features across their environment. Organizations that subscribe to Exchange Online retain control over the messaging services they offer to users, but they do not have the operational burden of on-premises server software. These servers are housed in Microsoft data centers and are accessible to users on a wide range of devices from inside a corporate network or over the Internet. Service Description - TechNet Link High Level Features 50GB Mailbox / Unlimited archive storage ediscovery and Legal Hold Retention / Archiving Data Loss Prevention (DLP) Mobile Device Management (user self-enrollment, selective wipe) Secure Delivery (Encryption) No Maintenance Windows SharePoint Online Microsoft SharePoint Online enables an organization to easily create and manage custom team-focused and project-focused sites for collaboration. In addition, it s possible to deploy an organization-wide intranet portal used to disseminate information and news across the organization. SharePoint Online delivers the powerful features of SharePoint without the associated overhead of managing the infrastructure on your own. Flexible management options ensure that you still retain the control you need to meet the compliance requirements of your organization. Service Description - TechNet Link High Level Features 1TB + 500MB per subscribed user (unlimited additional storage available for purchase in 1GB increments) Team / Intranet / Extranet Sites Unlimited external authenticated users Secure external sharing of content Content Management Records Management ediscovery and Compliance Electronic Forms and Workflow Enterprise Search

10 Hybrid deployment options to integrate SharePoint Online with existing on premise SharePoint solutions Office Web Apps (Word, Excel, PowerPoint, OneNote) with co-authoring Skype for Business Microsoft Skype for Business Online is a hosted communications service that connects people anytime and from virtually anywhere by delivering the collaboration capabilities of Skype for Business Server 2015 as a cloud-based service. It gives users access to presence, instant messaging, audio and video calling, rich online meetings, and extensive web conferencing capabilities. Organizations that subscribe to Skype for Business Online retain control over the collaboration services they offer to users, but they do not have the operational burden of on-premises server software. Service Description - TechNet Link High Level Features Instant Messaging Web and Video Conferencing (internal and external participants) Mobile device support for ios, Android and Windows Phones Each user can create meetings of up to 250 attendees per meeting Desktop / Application Sharing Digital Whiteboards Online Polls Integration with existing conferencing services Integration with existing conference room video systems Federation with public Skype service Office 365 Pro Plus Microsoft Office 365 Pro Plus is a subscription service that provides you with the latest version of the Office desktop applications that you re already familiar with, such as Word, Excel, and PowerPoint. Even though Office 365 Pro Plus is a cloud-based service, Office applications don t run in the cloud. Instead, users or administrators download Office applications from the Office 365 portal and install them on their local computers. Microsoft uses Click-to-Run technology to make the download and installation of Office applications fast and simple. Click-to-Run uses virtualization technology to run Office applications in a self-contained environment on a local computer, which allows users to run Office applications side-by-side with earlier versions of Office. Office applications are available in 32-bit and 64-bit editions. Service Description - TechNet Link

11 High Level Features Real time co-authoring allows multiple users to simultaneously edit documents Office 365 Pro Plus is licensed per user not per device Up to 5 installations per user on computers and laptops (Windows and Mac) Up to 5 installations per user on tablet devices (ios, Android and Windows) Up to 5 installations per user on smart phones (ios, Android and Windows) Administrative control over which applications are installed, i.e. no Access/Publisher Side-by-side installation with older versions of Office Suite Management via Group Policy OneDrive for Business OneDrive for Business (formerly SkyDrive Pro) is personal online storage space in the cloud, provided for you by your company. Use it to store your work files across multiple devices with ease and security. Share your files with business colleagues as needed, and edit Office documents together in real time with Office Online. Sync files to your local computer using the OneDrive for Business sync app. Service Description - TechNet Link High Level Features 1 TB of personal storage space per user (unlimited storage in the near future) ediscovery of data stored within OneDrive for Busiess User self-managed sharing and collaboration with internal and external users Synchronization across workstations, laptops, tablets and mobile devices Web access to personal file storage Enterprise Mobility Suite (EMS) The Enterprise Mobility Suite (EMS) from Microsoft provides additional features to your Office 365 service focused around management, access and security. Learn more - Main page on Microsoft.com High Level Features Federation and Single Sign-On to 3 rd party cloud services (over 2,500) Identity Management with Microsoft Identity Manager User self-service Group and Distribution List Managemnet Multi-Factor Authentication (phone call, text code and mobile application options) User self-service password reset (with write back to enterprise Active Directory) Data Loss Prevention (DLP) for on premise file systems and externally shared documents Advanced Mobile Device Management (MDM) capabilities Data segregation on managed mobile devices (prevent enterprise data from being saved to personal cloud storage solutions) Advanced threat detection for abnormal user behavior, suspicious activities, known malicious attacks and security issues Advanced logging and reporting for Azure Active Directory

12 Integration with existing System Center on premise deployments Management of on premise desktops and devices Additional Office 365 Enterprise Suite Information Office 365 Enterprise E3 includes: Familiar Office tools Office suite Now includes the new Office 2016 apps for your PC and Mac. Always have the latest versions of: Capture your ideas however you work best using a keyboard, pen, or a touchscreen. Easily format information in Excel with tools that recognize your pattern and autocomplete data. Easily incorporate content from PDFs to create your own great-looking Word documents. Office on PCs, tablets, and phones Enjoy a full, installed Office experience across PCs, Macs, Windows tablets and ipad and Android tablets, and most mobile devices. Each user can install Office on 5 PCs or Macs, 5 tablets (Windows, ipad, and Android), and 5 phones. Learn more Plus these online services and calendars Use business-class through a rich and familiar Outlook experience you can access from your desktop or from a web browser using Outlook Web App. Get a 50 GB mailbox per user and send attachments up to 150 MB. Learn more Advanced Use archiving and legal hold capabilities, plus unlimited storage, for compliance needs. And use data loss prevention (DLP) policies and policy tips that educate your users for additional compliance enforcement in .

13 Document and access control Rights Management Services enables you to restrict access to documents and to specific people and to prevent anyone else from viewing or editing them, even if they are sent outside the organization. Online conferencing Host online meetings with audio and video using one-click screen sharing and HD video conferencing Learn more Instant messaging and Skype connectivity Connect with other Skype for Business users via instant message, voice calls, and video calls, and let people know your availability with your online status. Share presence, IM, and audio calling with Skype users. Learn more Simple file storage and sharing OneDrive for Business gives each user 1 TB of personal cloud storage that can be accessed from anywhere and that syncs with their PC/Mac for offline access. Easily share documents with others inside and outside your organization and control who can see and edit each file. Learn more Team sites Enable easy access and sharing of documents with 10 GB of baseline storage plus 500 MB of storage per user. Share insights through interactive reports with Excel Services and Visio Services, and view them on mobile device browsers that support HTML5. Learn more Corporate social network Yammer collaboration software and business applications allow your employees to connect with the right people, share information across teams, and organize around projects so they can go further, faster. Learn more

14 Office Online Create and edit Word, OneNote, PowerPoint, and Excel documents from any modern browser.learn more Professional digital storytelling With Sway, a new Office 365 app, you can easily create engaging, interactive web-based reports, presentations, newsletters, trainings and more right from your phone, tablet, or browser. Sways are easy to share and look great on any screen. Learn more Mobility Sync , calendar, and contacts; access SharePoint sites; view and edit Office documents with Office Online using a browser on Windows Phone, ios, and Android devices. Learn more Enterprise management of apps Simplify management of apps in your organization with Group Policy, Telemetry, and Shared Computer Activation. Search and discovery Stay in the know. Search and discover content across Office 365 based on personalized insights. Office Delve is the first experience to be powered by Office Graph, a collection of analyzed signals or insights derived from each user s behavior and relationships to content, topics, and contacts. Learn more Corporate video portal Easily manage videos within your organization. Office 365 Video is a company-wide destination for video upload, sharing and discovery, and smooth playback across devices. Learn more

15 Advanced compliance tools With the unified ediscovery Center, you can search across SharePoint, Skype for Business, and Exchange mailboxes. ediscovery integrates with advanced retention and archiving, enabling in-place legal hold and casebased projects. Self-service Business Intelligence in Excel Do more with the tool you already know: Excel. Discover and connect to data with Power Query, model and analyze this data with Power Pivot, and visualize insights in interactive reports and maps with Power View and Power Map. Learn more Power BI for Office 365 is a separate service that lets you easily set up an online gallery for your Excel reports so everyone in your organization can access the reports, share insights about the data, and collaborate from anywhere, on any device. Learn more Apps for Office and SharePoint New third-party and customer-developed apps work with Office and SharePoint to bring web services right into your documents and sites. All Office 365 Enterprise plans include: Reliability Get peace of mind knowing your services are available with a guaranteed 99.9% uptime, financially backed service level agreement (SLA). Security Cutting-edge security practices with five layers of security and proactive monitoring help keep customer data safe. Learn more

16 Privacy Your data is yours. We safeguard it and protect your privacy. Learn more Administration The admin portal provides IT detailed configuration options for your services, either from an online portal or through automated management with PowerShell commands. You can use the Admin app to manage your services on the go. Up to date No need to pay for version upgrades; updates are included in your subscription. New features are rolled out to Office 365 customers in an IT-configurable experience. Active Directory integration Manage user credentials and permissions. Single sign-on and synchronization with Active Directory. Support 24/7 phone support for all IT issues. For less urgent issues, you can make service requests directly through the admin portal. Learn more

17 Enterprise Enrollment State and Local Enterprise Enrollment number (Microsoft to complete) Framework ID (if applicable) Previous Enrollment number (Reseller to complete) This Enrollment must be attached to a signature form to be valid. This Microsoft Enterprise Enrollment is entered into between the entities as identified in the signature form as of the effective date. Enrolled Affiliate represents and warrants it is the same Customer, or an Affiliate of the Customer, that entered into the Enterprise Agreement identified on the program signature form. This Enrollment consists of: (1) these terms and conditions, (2) the terms of the Enterprise Agreement identified on the signature form, (3) the Product Selection Form, (4) any supplemental contact information form or Previous Agreement/Enrollment form that may be required, (5) any order submitted under this Enrollment. This Enrollment may only be entered into under a 2011 or later Enterprise Agreement. By entering into this Enrollment, Enrolled Affiliate agrees to be bound by the terms and conditions of the Enterprise Agreement. All terms used but not defined are located at In the event of any conflict the terms of this Agreement control. Effective date. If Enrolled Affiliate is renewing Software Assurance or Subscription Licenses from one or more previous Enrollments or agreements, then the effective date will be the day after the first prior Enrollment or agreement expires or terminates. Otherwise, the effective date will be the date this Enrollment is accepted by Microsoft. Any reference to anniversary date refers to the anniversary of the effective date each year this Enrollment is in effect. Term. The initial term of this Enrollment will expire on the last day of the month, 36 full calendar months from the effective date of the initial term. If the Enrollment is renewed, the renewal term will expire 36 full calendar months after the effective date of the renewal term. Any reference in this Enrollment to "day" will be a calendar day. 1. Definitions. Terms and Conditions Terms used but not defined in this Enrollment will have the definition in the Enterprise Agreement. The following definitions are used in this Enrollment: Additional Product means any Product identified as such in the Product Terms and chosen by Enrolled Affiliate under this Enrollment. Community means the community consisting of one or more of the following: (1) a Government, (2) an Enrolled Affiliate using eligible Government Community Cloud Services to provide solutions to a Government or a qualified member of the Community, or (3) a Customer with Customer Data that is subject to Government regulations for which Customer determines and Microsoft agrees that the use of Government Community Cloud Services is appropriate to meet Customer s regulatory requirements. EA2015EnrGov(US)SLG(ENG)(Aug2015) Page 1 of 10 Document X

18 Membership in the Community is ultimately at Microsoft s discretion, which may vary by Government Community Cloud Service. Enterprise Online Service means any Online Service designated as an Enterprise Online Service in the Product Terms and chosen by Enrolled Affiliate under this Enrollment. Enterprise Online Services are treated as Online Services, except as noted. Enterprise Product means any Desktop Platform Product that Microsoft designates as an Enterprise Product in the Product Terms and chosen by Enrolled Affiliate under this Enrollment. Enterprise Products must be licensed for all Qualified Devices and Qualified Users on an Enterprise-wide basis under this program. Expiration Date means the date upon which the Enrollment expires. Federal Agency means a bureau, office, agency, department or other entity of the United States Government. Government means a Federal Agency, 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 Microsoft Online Services that are Government Community Cloud Services are designated as such in the Use Rights and Product Terms. Industry Device (also known as line of business device) means any device that: (1) is 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 , 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 ( VDI ). Qualified Devices do not include any device that is: (1) designated as a server and not used as a personal computer, (2) an Industry Device, (3) not a Managed Device. At its option, the Enrolled Affiliate may designate any device excluded above (e.g., Industry Device) that is used by or for the benefit of the Enrolled Affiliate s Enterprise as a Qualified Device for all or a subset of Enterprise Products or Online Services the Enrolled Affiliate has selected. Qualified User means a person (e.g., employee, consultant, contingent staff) who: (1) is a user of a Qualified Device, or (2) accesses any server software requiring an Enterprise Product Client Access License or any Enterprise Online Service. It does not include a person who accesses server software or an Online Service solely under a License identified in the Qualified User exemptions in the Product Terms. Reseller means an entity authorized by Microsoft to resell Licenses under this program and engaged by an Enrolled Affiliate to provide pre- and post-transaction assistance related to this agreement; EA2015EnrGov(US)SLG(ENG)(Aug2015) Page 2 of 10 Document X

19 Reserved License means for an Online Service identified as eligible for true-ups in the Product Terms, the License reserved by Enrolled Affiliate prior to use and for which Microsoft will make the Online Service available for activation. "State/Local Entity" means (1) any agency of a state or local government in the United States, or (2) any United States county, borough, commonwealth, city, municipality, town, township, special purpose district, or other similar type of governmental instrumentality established by the laws of Customer s state and located within Customer s state s jurisdiction and geographic boundaries. Tribal Entity means a federally-recognized tribal entity performing tribal governmental functions and eligible for funding and services from the U.S. Department of Interior by virtue of its status as an Indian tribe. Use Rights means, with respect to any licensing program, the use rights or terms of service for each Product and version published for that licensing program at the Volume Licensing Site. The Use Rights supersede the terms of any end user license agreement (on-screen or otherwise) that accompanies a Product. The Use Rights for Software are published by Microsoft in the Product Terms. The Use Rights for Online Services are published in the Online Services Terms. Volume Licensing Site means 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 and Services. c. Use Rights for Enterprise Products. For Enterprise Products, if a new Product version has more restrictive use rights than the version that is current at the start of the applicable initial or renewal term of the Enrollment, those more restrictive use rights will not apply to Enrolled Affiliate s use of that Product during that term. d. Country of usage. Enrolled Affiliate must specify the countries where Licenses will be used on its initial order and on any additional orders. e. 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 EA2015EnrGov(US)SLG(ENG)(Aug2015) Page 3 of 10 Document X

20 is placed in the month the Product is first used. For Additional Products that are Online Services, an initial order for the Online Service is required prior to use. (ii) Adding Licenses for previously ordered Products. Additional Licenses for previously ordered Products other than Online Services may be added at any time but must be included in the next true-up order. Additional Licenses for Online Services must be ordered prior to use, unless the Online Services are (1) identified as eligible for true-up in the Product Terms or (2) included as part of other Licenses. g. True-up requirements. Enrolled Affiliate must submit an annual true-up order that accounts for any changes since the initial order or last order. If there are no changes, then an update statement must be submitted instead of a true-up order. (i) Enterprise Products. For Enterprise Products, Enrolled Affiliate must determine the number of Qualified Devices and Qualified Users (if ordering user-based Licenses) at the time the true-up order is placed and must order additional Licenses for all Qualified Devices and Qualified Users that are not already covered by existing Licenses, including any Enterprise Online Services. (ii) Additional Products. For Additional Products that have been previously ordered under this Enrollment, Enrolled Affiliate must determine the maximum number of Additional Products used since the latter of the initial order, the last true-up order, or the prior anniversary date and submit a true-up order that accounts for any increase. (iii) Online Services. For Online Services identified as eligible for true-up in the Product Terms, Enrolled Affiliate may reserve 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 in excess of existing orders to Enrolled Affiliate and its Reseller. Reserved Licenses will be invoiced retroactively to the month in which they were reserved. (iv) 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 Terms, as follows: 1) For Subscription Licenses that are part of an Enterprise-wide purchase, Licenses may be reduced if the total quantity of Licenses and Software Assurance for an applicable group meets or exceeds the quantity of Qualified Devices and Qualified Users (if ordering user-based Licenses) identified on the Product Selection Form, and includes any additional Qualified Devices and Qualified Users added in any prior true-up orders. Step-up Licenses do not count towards this total count. 2) For Enterprise Online Services that are not a part of an Enterprise-wide purchase, Licenses can be reduced as long as the initial order minimum requirements are maintained. 3) For Additional Products available as Subscription Licenses, Enrolled Affiliate may reduce the Licenses. If the License count is reduced to zero, then Enrolled Affiliate s use of the applicable Subscription License will be cancelled. Invoices will be adjusted to reflect any reductions in Subscription Licenses at the true-up order Enrollment anniversary date and effective as of such date. (v) Update statement. An update statement must be submitted instead of a true-up order if, since the initial order or last true-up order, Enrolled Affiliate s Enterprise: (1) has not changed the number of Qualified Devices and Qualified Users licensed with Enterprise Products or Enterprise Online Services; and (2) has not increased its usage of Additional Products. This update statement must be signed by Enrolled Affiliate s authorized representative. (vi) True-up order period. The true-up order or update statement must be received by Microsoft between 60 and 30 days prior to each Enrollment anniversary date. The thirdyear true-up order or update statement is due within 30 days prior to the Expiration Date, EA2015EnrGov(US)SLG(ENG)(Aug2015) Page 4 of 10 Document X

21 and any license reservations within this 30 day period will not be accepted. Enrolled Affiliate may submit true-up orders more often to account for increases in Product usage, but an annual true-up order or update statement must still be submitted during the annual order period. (vii) Late true-up order. If the true-up order or update statement is not received when due: 1) Microsoft will invoice Reseller for all Reserved Licenses not previously ordered and 2) 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 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 term of the Enrollment. b. Setting Prices. Enrolled Affiliate s prices for each Product or Service will be established by its Reseller. As long as Enrolled Affiliate continues to qualify for the same price level, Microsoft s prices for Resellers for each Product or Service will be fixed throughout the applicable initial or renewal Enrollment term. Price levels and Microsoft s prices to Resellers are reestablished at the beginning of the renewal term. However, if Enrolled Affiliate qualifies for a different price level during the applicable initial or renewal term, Microsoft may at its discretion establish a new price level for future new orders either upon Enrolled Affiliate s request or on its own initiative. Any changes will be based upon price level rules in the Product Selection Form. 4. Payment terms. For the initial or renewal order, Enrolled Affiliate may pay upfront or elect to spread its payments over the applicable Enrollment term. If an upfront payment is elected, Microsoft will invoice Enrolled Affiliate s Reseller in full upon acceptance of this Enrollment. If spread payments are elected, unless indicated otherwise, Microsoft will invoice Enrolled Affiliate s Reseller in three equal annual installments. The first installment will be invoiced upon Microsoft s acceptance of this Enrollment and on each Enrollment anniversary date. Subsequent orders are invoiced upon acceptance of the order and Enrolled Affiliate may elect to pay annually or upfront for Online Services and upfront for all other Licenses. EA2015EnrGov(US)SLG(ENG)(Aug2015) Page 5 of 10 Document X

22 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 the Enrollment for one additional 36 full calendar month term or signing a new Enrollment. Microsoft must receive a Renewal Form, Product Selection Form, and renewal order prior to or at the Expiration Date. The renewal term will start on the day following the Expiration Date. Microsoft will not unreasonably reject any renewal. Microsoft may make changes to this program that will make it necessary for Customer and its Enrolled Affiliates to enter into new agreements and Enrollments at renewal. c. If Enrolled Affiliate elects not to renew. (i) Software Assurance. If Enrolled Affiliate elects not to renew Software Assurance for any Product under its Enrollment, then Enrolled Affiliate will not be permitted to order Software Assurance later without first acquiring a new License with Software Assurance. (ii) Online Services eligible for an Extended Term. For Online Services identified as eligible for an Extended Term in the Product Terms, the following options are available at the end of the Enrollment initial or renewal term. 1) Extended Term. Licenses for Online Services will automatically expire in accordance with the terms of the Enrollment. An extended term feature that allows Online Services to continue month-to-month ( Extended Term ) is available. During the Extended Term, Online Services will be invoiced monthly at the then-current published price for Enrolled Affiliate s price level as of the Expiration Date plus a 3% administrative fee for up to one year. If Enrolled Affiliate does want an Extended Term, Reseller must submit a request to Microsoft. Microsoft must receive the request not less than 30 days prior to the Expiration Date. 2) Cancellation during Extended Term. If Enrolled Affiliate has opted for the Extended Term and later determines not to continue with the Extended Term, Reseller must submit a notice of cancellation for each Online Service. Cancellation will be effective at the end of the month following 30 days after Microsoft has received the notice. (iii) Subscription Licenses and Online Services not eligible for an Extended Term. If Enrolled Affiliate elects not to renew, the Licenses will be cancelled and will terminate as of the Expiration Date. Any associated media must be uninstalled and destroyed and Enrolled Affiliate s Enterprise must discontinue use. Microsoft may request written certification to verify compliance. d. Termination for cause. Any termination for cause of this Enrollment will be subject to the Termination for cause section of the Agreement. In addition, it shall be a breach of this Enrollment if Enrolled Affiliate or any Affiliate in the Enterprise that uses Government Community Cloud Services fails to meet and maintain the conditions of membership in the definition of Community. e. Early termination. Any Early termination of this Enrollment will be subject to the Early Termination Section of the Enterprise Agreement. For Subscription Licenses, in the event of a breach by Microsoft, or if Microsoft terminates an Online Service for regulatory reasons, Microsoft will issue Reseller a credit for any amount paid in advance for the period after termination. 6. Government Community Cloud. a. Community requirements. If Enrolled Affiliate purchases Government Community EA2015EnrGov(US)SLG(ENG)(Aug2015) Page 6 of 10 Document X

23 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 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. EA2015EnrGov(US)SLG(ENG)(Aug2015) Page 7 of 10 Document X

24 1. Enrolled Affiliate s Enterprise. Enrollment Details a. Identify which Agency Affiliates are included in the Enterprise. (Required) Enrolled Affiliate s Enterprise must consist of entire offices, bureaus, agencies, departments or other entities of Enrolled Affiliate, not partial offices, bureaus, agencies, or departments, or other partial entities. Check only one box in this section. If no boxes are checked, Microsoft will deem the Enterprise to include the Enrolled Affiliate only. If more than one box is checked, Microsoft will deem the Enterprise to include the largest number of Affiliates: Enrolled Affiliate only Enrolled Affiliate and all Affiliates Enrolled Affiliate and the following Affiliate(s) (Only identify specific affiliates to be included if fewer than all Affiliates are to be included in the Enterprise): Enrolled Affiliate and all Affiliates, with following Affiliate(s) excluded: 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 the information in the following contact information page(s) changes. The asterisks (*) indicate required fields. By providing contact information, Enrolled Affiliate consents to its use for purposes of administering this Enrollment by Microsoft, its Affiliates, and other parties that help administer this Enrollment. The personal information provided in connection with this Enrollment will be used and protected in accordance with the privacy statement available at a. Primary contact. This contact is the primary contact for the Enrollment from within Enrolled Affiliate s Enterprise. This contact is also an Online Administrator for the Volume Licensing Service Center and may grant online access to others. The primary contact will be the default contact for all purposes unless separate contacts are identified for specific purposes Name of entity (must be legal entity name)* City of San Rafael Contact name* First Gus Last Bush Contact address* gus.bush@cityofsanrafael.org Street address* 1400 Fifth Ave City* San Rafael State/Province* CA Postal code* (For U.S. addresses, please provide the zip + 4, e.g. xxxxx-xxxx) Country* United States Phone* Tax ID * indicates required fields b. Notices contact and Online Administrator. This contact (1) receives the contractual notices, (2) is the Online Administrator for the Volume Licensing Service Center and may grant online access to others, and (3) is authorized for applicable Online Services to add or reassign Licenses and step-up prior to a true-up order. EA2015EnrGov(US)SLG(ENG)(Aug2015) Page 8 of 10 Document X

25 Same as primary contact (default if no information is provided below, even if the box is not checked). Contact name* First Gus Last Bush Contact address* Street address* 1400 Fifth Ave City* San Rafael State/Province* CA Postal code* (For U.S. addresses, please provide the zip + 4, e.g. xxxxx-xxxx) Country* United States Phone* Language preference. Choose the language for notices. English This contact is a third party (not the Enrolled Affiliate). Warning: This contact receives personally identifiable information of the Customer and its Affiliates. * indicates required fields c. Online Services Manager. This contact is authorized to manage the Online Services ordered under the Enrollment and (for applicable Online Services) to add or reassign Licenses 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 Gus Last Bush Contact address* gus.bush@cityofsanrafael.org Phone* This contact is from a third party organization (not the entity). Warning: This contact receives personally identifiable information of the entity. * indicates required fields d. Reseller information. Reseller contact for this Enrollment is: Reseller company name* SoftwareONE, Inc. Street address (PO boxes will not be accepted)* Crossroads Circle, Suite 1 City* Waukesha State/Province* WI Postal code* Country* United States Contact name* MS* Admin Phone* Contact address* ms-admin.us@softwareone.com * indicates required fields By signing below, the Reseller identified above confirms that all information provided in this Enrollment is correct. Signature* Printed name* Printed title* Date* * indicates required fields Changing a Reseller. If Microsoft or the Reseller chooses to discontinue doing business with each other, Enrolled Affiliate must choose a replacement Reseller. If Enrolled Affiliate or the Reseller intends to terminate their relationship, the initiating party must notify Microsoft EA2015EnrGov(US)SLG(ENG)(Aug2015) Page 9 of 10 Document X

26 and the other party using a form provided by Microsoft at least 90 days prior to the date on which the change is to take effect. e. If Enrolled Affiliate requires a separate contact for any of the following, attach the Supplemental Contact Information form. Otherwise, the notices contact and Online Administrator remains the default. (i) Additional notices contact (ii) Software Assurance manager (iii) Subscriptions manager (iv) Customer Support Manager (CSM) contact 3. Financing elections. Is a purchase under this Enrollment being financed through MS Financing? Yes, No. If a purchase under this Enrollment is financed through MS Financing, and Enrolled Affiliate chooses not to finance any associated taxes, it must pay these taxes directly to Microsoft. EA2015EnrGov(US)SLG(ENG)(Aug2015) Page 10 of 10 Document X

27 Previous Enrollment(s)/Agreement(s) Form Entity Name: City of San Rafael Contract that this form is attached to: State Local Government For the purposes of this form, entity can mean the signing entity, Customer, Enrolled Affiliate, Government Partner, Institution, or other party entering into a volume licensing program agreement. Please provide a description of the previous Enrollment(s), Agreement(s), Purchasing Account(s), and/or Affiliate Registration(s) being renewed or consolidated into the new contract identified above. a. Entity may select below any previous contract(s) from which to transfer MSDN subscribers to this new contract. Entity shall ensure that each MSDN subscriber transferred is either properly licensed under the new contract or is removed. b. Entity may select below only one previous contract from which to transfer the Software Assurance (SA) Benefit contact details, i.e., benefits contact (not the SA manager) and the program codes, to this new contract. c. An Open License cannot be used to transfer either the SA Benefit details or MSDN subscribers. d. The date of the earliest expiring Enrollment/Agreement that contains SA or Online Services will be the effective date of the new contract (or SA coverage period for Select Plus). e. Please insert the number of the earliest expiring Enrollment/Agreement with SA or Online Services in the appropriate fields of the new contract. Enrollment/Agreement/ Purchasing Account/Affiliate Registration Description Enrollment/Agreement/ Purchasing Account/Affiliate Registration Public Customer Number Transfer SA Benefit Contact Transfer MSDN Subscribers Standard Enrollment X X PrevEnrAgrForm(WW)(ENG)(Apr2016) Page 1 of 1 Document X

28 Enterprise and Enterprise Subscription Enrollment Product Selection Form Enrollment Number Microsoft to complete for initial term. Reseller or Software Advisor to complete for renewal or with prior qualifying Enrollment/Agreement Step 1. Enter all fields in the table below (Required). Profile Qualified Devices Qualified Users Enterprise Product Platform Licensing Model Enterprise Choose One Choose One Device Profile (e.g. Call Center) Choose One Choose One Step 2. Select the Products and Quantities Enrolled Affiliate is ordering on its initial Enrollment Order. Quantity may not include any Licenses which Enrolled Affiliate has selected for optional future use, or to which it is stepping-up within Enrollment term. Products Enterprise Quantity Device Profile (e.g. Call Center) Enterprise Cloud Suite (ECS) Enterprise Cloud Suite USL Enterprise Cloud Suite Add-on Office Professional Plus Office Professional Plus Office 365 ProPlus Office 365 Plans Office 365 Plan E1 USL Office 365 Plan E3 USL Office 365 Plan E5 USL Office 365 Plan E1 Add-on Office 365 Plan E3 Add-on Office 365 Plan E5 Add-on Office 365 Plan E3 without ProPlus Add-on Client Access License (CAL) Choose Core CAL or Enterprise CAL: <Choose One> <Choose One> Core CAL or Enterprise CAL Bridge for Office 365 Bridge for Enterprise Mobility Suite Windows Desktop Windows Enterprise Upgrade Windows VDA Windows SA per User USL Windows SA per User Add-on Windows VDA per User USL Microsoft Intune Microsoft Intune USL Enterprise Mobility Suite (EMS) Enterprise Mobility Suite USL Enterprise Mobility Suite Add-on EA-EASProdSelForm(WW)(ENG)(Nov2015) Page 1 of 2 Document X

29 Step 3. Establish the Enrolled Affiliate s price level. Unless otherwise indicated in the associated contract documents, the price level for each Product offering/pool is set based upon the quantity to price level mapping. DO NOT INCLUDE BRIDGE CALs OR ADD-ONs. Price Group Enterprise Products Office Professional Plus + Office 365 ProPlus + Office 365 (Plans E3 and E5) + Enterprise Cloud Suite USL Client Access License + Office 365 (Plans E1, E3, and E5) + Enterprise Cloud Suite USL Client Access License + Microsoft Intune + EMS USL + Enterprise Cloud Suite USL Windows Enterprise Upgrade + Windows VDA + Windows SA per User USL + Windows VDA per User USL + Enterprise Cloud Suite USL Quantity Product Offering / Pool Enterprise Products and Enterprise Online Services USLs: Unless otherwise indicated in associated contract documents, Price Level is set using the highest quantity from Groups 1 through 4. Additional Product Application Pool: Unless otherwise indicated in associated contract documents, Price Level is set using quantity from Group 1. Additional Product Server Pool: Unless otherwise indicated in associated contract documents, Price Level is set using the highest quantity from Group 2 or 3. Additional Product Systems Pool: Unless otherwise indicated in associated contract documents, Price Level is set using quantity from Group 4. Quantity of Licenses and Software Assurance to Price Level Mapping: Price Level Notes: 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 1. Enterprise Online Services may not be available in all locations. Please see the Product Terms for a list of locations where these may be purchased. 2. If Enrolled Affiliate does not order an Enterprise Product or Enterprise Online Service associated with an applicable Product pool, the price level for Additional Products in the same pool will be price level A throughout the term of the Enrollment. 3. Unless otherwise indicated in the associated Agreement documents, the CAL selection must be the same across the Enterprise for each Profile. This form must be attached to a signature form to be valid. EA-EASProdSelForm(WW)(ENG)(Nov2015) Page 2 of 2 Document X