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CONTRACT 5290 Vender Agreement CLOSED Agreement No. 5290 Microsoft Volume Licensing Program Signature Form MBAIMBSA number 7-KBLN6FVQV Agreement number 01E73970 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, Governirbent Partner, Institution or� other party' entering ,into a volur" I , �e licensing program agreement-r This signature form and all contract documents identified in the table below are entered into between the Customer and the Microsoft Affiliate,sigil as of effective date identified below. Enterprise Enrollment(Indirect) X20-10634 Enterprise Amendment CSD(New) Product Selection Form 0577244.003 PSF By signing below, Customer and the Microsoft Affiliate agree that both parties (1) have received, read and understand the above contract documents, including any websites or documents incorporated by reference and any amendments and (2)agree to be bound by the terms of all such documents. Name of Entity st b ty of El Segundo Signature'tity X41"'Y Printed First an st Name" FORM: Q &, City"Cl ill 1 - - Printed Title CRATt 01y, Of El S2 iindo, Signature Date" q, Tax ID I'C-too I> Z-0 indicates required field 0 NO Microsoft Corporation Signature Printed First and Last Name Printed Title Signature Date (date Microsoft Affiliate countersigns) Agreement Effective Date (may be different than Microsoft's signature date) Agreement No. 5290 Sim Un Microsoft Volume Licensing Program Signature Form MBAIMSSA number 7-K BL N 6FVQV Agreement number 01E73970 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. T " s t This signature form and all contract documents Identified In the table below are entered into between the Customer and the Microsoft Affiliate sjq"_qs of the effective date Identified below. Contract D•cunient Number • Code ............... ------ Enterprise Enrollment(Indirect) X20-1034- I-Enterorise Arnendment CSD(NOW), Product Selecilon Form 165-7-7244,063. 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 webeiteG or documents Incorporated by reference and any amendments and(2)agree to be bound by the terms of all such documents. Name of Entity at b ty of El Segundo Signature• Printed First an stName* Ckjtc*kjt First Title &i Signature Date• Tax ID 400 D;1-0 indicates required field Microsoft Attiliate mic ft Corporai-Ion Signature Microsoft coaxmajaaa- Printed First and Last Name Printed Title f"Z MAR 2 2 2017 Signature Date Guillermo Qiu,jej (date Wcmoft Affiftle countemigns) Dul Authorized on behalf of Agreement Effective Date (may be different than Micro Ws signature dale) Agreement No. 5290 Optional 2 11d Customer signature or Outsourcer signature(if applicable) i Name of Entity (must be legal entity name) Signature* Printed First and Last Name` Printed Title Signature Date* indicates required fieid.._ww..... .w... _ w............... .............__. W _ . . _ s Name of Entity(must be legal entity name)* Signature* Printed First and Last Name* Printed Title Signature Date* "indicates requited held If Customer requires physical media, additional contacts, or is reporting multiple previous Enrollments, include the appropriate form(s)with this signature form. After this signature form is signed by the Customer, send it and the Contract Documents to Customer's channel partner or Microsoft account manager, who must submit them to the following address. When the signature form is fully executed by Microsoft, Customer will receive a confirmation copy. Microsoft Corporation Dept. 551, Volume Licensing 6100 Neil Road, Suite 210 Reno, Nevada 89511-1137 USA Agreement No. 5290 Microsoft Volume Licensing Amendment to Contract Documents Enrollment Number �( � MlaosoRtocompletelorfnitraltam 7_I( L �/. Pamerto conwfe&rorrenewaf This amendment(OAmendmenr)is entered Into between the parties identified on the attached program signature form.It amends the Enrollment or Agreement identified above. All terms used but not defined in this Amendment will have the same meanings provided In that Enrollment or Agreement, Enterprise Enrollment (indirect) Invoice for Quoted Price Amendment ID M97 Notwithstanding anything to the contrary or in addition to any terms in the Enrollment,the Enrollment is hereby amended to add the following paragraph. The price quoted to Enrolled Aflfllate°s Reseller is a fixed price based on an,estimated order submission date, Microsoft will Invoice Enrolled Affil'late`s Reseller based on this fixed.price,quote. If this order is submitted Pater than the estimated order submission date,Enrolled Affiliate's',R6seller will be charged for net new Monthly Subscriptions(including Online Services)for the period daring which these services were not provided, Pricing! toy Enrolled Affiliate Is agreed beNveen Enrolled.Affiliate and Enrolled Affiliate's Reseller. Except for charges made by this Amendment;,ffie Enrollment ar Agrebment Identified above remains unchanged and In full force and effect,If there°la;any conflict"bet eervany^Provision in'this Amendment and any provision in the Enrollment or Agreement Identified above;tols,Amendmen't shall control. Y 1 AM e'nd ed.'t'(l► ;ski g aItlisre f�rt't11"°to J t"M'M�°I"Mt M'1�t,Ml�� 8t� � t't t'NIWJ& �`;,-d M cr ft`Ints Use Only: t bra. real ...... . .. -.. . (M97) �lrA A ndCttti°�v2(ltJ) �sc � tedl�'�ioe�( � � M97 AmendmentApp v4.0 M97 9 Page 1 of 1 Agreement No. 5290 Microsoft Volume Licensing Enterprise Enrollment State and Local Enterprise Enrollment number Framework ID (Microsoft to complete) 85486907 (!t applicable) Previous Enrollment number 5603612 (Reseller to complete) aThis Enrollment must be attalched 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) 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(�t�%yVw.inicro oft.comllicensino/contr-acts, In the event of any conflict the terms of this Agreement controls. Effective date. If Enrolled Affiliate is renewing Software Assurance or Subscription Licenses from one or more previous Enrollments or agreements, then the effective date will be the day after the first prior Enrollment or agreement expires or terminates. If this Enrollment is renewed„ the effective date of the renewal term will be the day after the Expira(ion,Date of the initial term. Otherwise, the effective date will be the date this Enrollment is accepted by Microsoft, Any reference to "anniversary date" refers to the anniversary of the effective date of,the applicable initial or renewal terra for each year this Enrollment is in effect. Terra. The initial term of this Enrollment will expire on the last day of the month, 36 full calendar months from the effective date of the initial term. The renewal term will expire 36 full calendar months after the effective date of the renewal term. Terms and Conditions 1. .,-,"::;Definitions. Terms used but not defined in this Enrollment will have the definition in the Enterprise Agreement. The followirig,definitrons 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. EA2016EnrGov(US)SLG(ENG)(Nov2016) Page 1 of 10 Document X20-10634 Agreement No. 5290 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 Cornrnunity'and offered in accordance with the National Institute of Standards and Technology (KIST) Special Publication 800-145. Microsoft Online Services that are Government Community Cloud Services are designated as such in the Use Rights and Product Terms. "Industry Device" (also known as line of business device) means any_-device that: (1) is 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 dev,ice_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., 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, or(3) not a Managed Device. At its option, the Enrolled Affiliate may designate any device excluded above (e.g., Industry Device) that is used by or for the benefit of the Enrolled Affiliate's Enterprise as a Qualified Device for all or a subset of Enterprise Products or Online Services the Enrolled Affiliate has selected. "Qualified User" means a person (e.g., employee, consultant, contingent staff) who: (1) is a user of a Qualified. Device, or (2) accesses any server software requiring an Enterprise Product Client Access License or any Enterprise Online Service. It does not include a person who accesses server software or an Online Service solely under a License identified in the Qualified User exemptions in the Product Terms. "Reseller"means an entity authorized by Microsoft to resell Licenses under this program and engaged by an Enrolled Affiliate to provide pre-and post-transaction assistance related to this agreement; "Reserved License" means for an Online Service identified as eligible for true-ups in the Product Terms, the License reserved by Enrolled Affiliate prior to use and for which Microsoft will make the Online Service available for activation. EA2016EnrGov(US)SLG(ENG)(Nov2016) Page 2 of 10 Document X20-10634 Agreement No. 5290 "State/Local Entity" means (1) any agency of a state or local government in the United States, or(2) any United States county, borough, commonwealth, city, municipality, town, township, special purpose district, or other similar type of governmental instrumentality established by the laws of Customer's state and located within Customer's state's jurisdiction and geographic boundaries. "Tribal Entity" means a federally-recognized tribal entity performing tribal governmental functions and eligible for funding and services from the U.S. Department of Interior by virtue of its status as an Indian tribe. "Use Rights" means, with respect to any licensing program, the use rights or terms of service for each Product and version published for that licensing program at the Volume Licensing Site. The Use Rights supersede the terms of any end user license agreement (on-screen or otherwise) that accompanies a Product.The Use Rights for Software are published by Microsoft in the Product Terms. The Use Rights for Online Services are published in the Online Services Terms. "Volume Licensing Site" means http://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 must1riclude 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. --1f 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. EA2016EnrGov(US)SLG(ENG)(Nov2016) Page 3 of 10 Document X20-10634 Agreement No. 5290 (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 o tiered under this Enrollment, Enrolled Affiliate must determine the maximum number of Additional Products used since the latter of the initial order, the East,true=up_,order, or the prior anniversary date and submit a true-up order that accounts for any increase. (iii) Online Services. For Online Services identified as eligible for true-up in the Product Terms, Enrolled Affiliate may place a reservation order for the additional Licenses prior to use and payment may be deferred until the next true-up order. Microsoft will ,provide a report of Reserved Licenses ordered but not yet invoiced to Enrolled Affiliate and its Reseller. Reserved Licenses will be invoiced retroactively to 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 Terms, as follows: 1) For Subscription Licenses that are part of an Enterprise-wide purchase, Licenses may be reduced if the total quantity of Licenses and Software Assurance for an applicable group meets or exceeds the-quantity of Qualified Devices and Qualified Users (if ordering user-based Licenses) identified on the Product Selection Form, and includes any additional Qualified Devices and Qualified Users added in any prior true-up orders. Step-up Licenses do not count towards this total count. 2) For.-Enterprise Online Services that are not a part of an Enterprise-wide purchase, Licenses;can be reduced as long as the initial order minimum requirements are maintained. 3) For"Additional Products available as Subscription Licenses, Enrolled Affiliate may reduce the Licenses. If the License count is reduced to zero, then Enrolled Affiliate's >_:use of the applicable Subscription License will be cancelled. Invoices will be adjusted to reflect any reductions in Subscription Licenses at the true-up order Enrollment anniversary date and effective as of such date. (v) Update statement. An update statement must be submitted instead of a true-up order if, since the initial order or last true-up order, Enrolled Affiliate's Enterprise: (1) has not changed the number of Qualified Devices and Qualified Users licensed with Enterprise Products or Enterprise Online Services; and (2) has not increased its usage of Additional Products. This update statement must be signed by Enrolled Affiliate's authorized representative. (vi)True-up order period. The true-up order or update statement must be received by Microsoft between 60 and 30 days prior to each Enrollment anniversary date. The third- year true-up order or update statement is due within 30 days prior to the Expiration Date, and any license reservations within this 30 day period will not be accepted. Enrolled Affiliate EA2016EnrGov(US)SLG(ENG)(Nov2016) Page 4 of 10 Document X20-10634 Agreement No. 5290 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 term 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, 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„fuli 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 wil[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 orderand pay for Licenses for Products it has used but has not previously submitted an order, except as otherwise provided in this Enrollment. EA2016EnrGov(US)SLG(ENG)(Nov2016) Page S of 10 Document X20-10634 Agreement No. 5290 b. Renewal option. At the Expiration Date of the initial term, Enrolled Affiliate can renew Products by renewing this Enrollment for one additional 36-month term or by signing a new Enrollment. Microsoft must receive a Renewal Form, Product Selection Form, and renewal order prior to or at the Expiration Date. Microsoft will not unreasonably reject any renewal. Microsoft may make changes to this program that will make it necessary for Customer and its Enrolled Affiliates to enter into new agreements and Enrollments at renewal. c. If Enrolled Affiliate elects not to renew. (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 automaticallyexpire in accordance with the terms of the Enrollment.An extended term feature that allows Online Services to continue month-to-month ("Extended Term")for up to one year, unless designated in the Product Terms to continue until cancelled, is available. During the Extended Term, Online Services will be invoiced monthly at th then-current published price as of the Expiration Date plus a 3% administrative fee. If Enrolled Affiliate wants an Extended Term, Enrolled Affiliate must submit a to Microsoft at least 30 days prior to the Expiration Date. 2) Cancellation during Extended Term, At-.any time during the first year of the Extended Term, Enrolled Affiliate may terminate the Extended Term by submitting a notice of cancellation to Microsoft f6t;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*ill be effective at the end of the month following 30 days after Microsoft has received`or issued the notice. (iii)Subscription Licensers 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 .Te>minatian" Section of the Enterprise Agreement. For Subscription Licenses, in the event of a breach by Microsoft, or if Microsoft terminates an Online Service for regulatory reasons, Microsoft will issue Reseller a credit for any amount paid in advance for the period after termination. 6. Government Community Cloud. a. Community requirements. If Enrolled Affiliate purchases Government Community Cloud Services, Enrolled Affiliate certifies that it is a member of the Community and agrees to use Government Community Cloud Services solely in its capacity as a member of the Community and, for eligible Government Community Cloud Services, for the benefit of end users that are members of the Community. Use of Government Community Cloud Services by an entity that is not a member of the Community or to provide services to non-Community members is strictly EA2016EnrGov(US)SLG(ENG)(Nov2016) Page 6 of 10 Document X20-10634 Agreement No. 5290 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 Govemment 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: (1) Government Community Cloud Services will be offered only within the United:States. (ii) Additional European Terms, as set forth in the Use Rights, will not apply:-,.: (iii) References to geographic areas in the Use Rights with respect to the location of Customer Data at rest, as set forth in the Use Rights, refer only to the.United States. EA2016EnrGov(US)SLG(ENG)(Nov2016) Page 7 of 10 Document X20-10634 Agreement No. 5290 Enrollment Details 1. Enrolled Affiliate's Enterprise. a. Identify which Agency Affiliates are included in the Enterprise. (Required) Enrolled Affiliate's Enterprise must consist of entire offices, bureaus, agencies, departments or other entities of Enrolled Affiliate, not partial offices, bureaus,agencies,or departments,or other partial entities. 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: 0 Enrolled Affiliate only • unrolled 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): 11 Enrolled Affiliate and all Affiliates, with following Affiliate(s)excluded: b, Please indicate whether the Enrolled Affiliate's Enterprise ii"in u,;:;i.o lie all new Affiliates acquired after the start of this Enrollment: Include future affiliates `. Contact information. Each party will notify the other in writing if any of the inforration 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 tutus://www.i-nicrosoft.com/ficerisinoiservicecent.pr, 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 El Segundo Contact name* First Scott Last Kim Contact email address* skim @elsegundo.org Street address* 35O Main Street City* El Segundo Statell'rovince* CA Postal code' 90245-3813- (For U.S. addresses, please provide the zip+ 4, e.g. xxxxx-xxxx) Country* United States Phone* 310-524-2375 Tax ID *indicates required fields b. Notices contact and Online Administrator. This contact(1)receives the contractual notices, (2) is the Online Administrator for the Volume Licensing Service Center and may grant online access to others, and (3) is authorized to order Reserved Licenses for eligible Online Servies, including adding or reassigning Licenses and stepping-up prior to a true-up order. EA2016EnrGov(US)SLG(ENG)(Nov2016) Page 8 of 10 Document X20-10634 Agreement No. 5290 ® Same as primary contact(default if no information is provided below,even if the box is not checked). Contact name*First Scott Last Kim Contact email address*skim @elsegundo.org Street address*350 Main Street City*El Segundo State/Province*CA Postal code*90245-3813- (For U.S.addresses, please provide the zip+4,e.g.xxxxx-xxxx) Country*United States Phone*310-524-2375 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 Scott Last Kim Contact email address*sklm@elsegundo.org Phone*310-524-2375 ❑This contact is from a third party organization(not the entity). Waming: This contact receives personally Identifiable information of the entity, *indicates required fields d. Reseller Information. Reseller contact for this Enrollment is: Reseller company name"Insight Direct USA, Inc. Street address(PO boxes will not be accepted)*6820 S. Hart Ave. City*Tempe StatelProvince*AZ Postal code"85283 Country*United:States Contact name" Software Contract Support Phone*800-624=0503 Contact email address*contractsupportainsight.com "indicates required fields By.signing:below, the Reseller identified above confirms that all information provided in this Enrollment Is correct. Signature*r 4aada r .id4 54. �; , Printed name* Lisanne Steinhelser Printed title*Assistant Secretary Date* Mar 22, 2017 * 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 a EA2018EnrGov(US)SLG(ENG)(Nov2018) Page 9 of 10 Document X20-10984 _ . ._�., ................,.,.,. ...., ..,.,.,....,................. Agreement No. 5290 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? 0 Yes, 0 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. EA2016EnrGov(US)SLG(ENG)(Nov2016) Page 10 of 10 Document X20-10634 Agreement NO. 5290 ��^ ,�� \/r`| Licensing »�^��*� v��/[i��(� �|[e[ls|[][] Previous E n rom ll ment(s)eAg reemen4/sl Form Entity Name: City ofE] Segundo Contract that this form is attached to: State Local Government For the purposes of _ this form. signing entity, ( u��m_ er, Enrolled ` Government Partner,{nstdu0on.or other pa�Yen��ngh�o a vo��e1ceMsing program agreement. U U P|mmae provide a description of the previous Enrollment(s), Aonanmmn1(m). Purchasing Account(s), and/or Affiliate Registration(s) being renewed or consolidated into the new contract identified above. m. Entity may select below any previous contract(s)from which to transfer MSDN subscribers to this new contract. Entity ahmU ensure that each K8SDN subscriber transferred is either properly licensed under the new contract nr is removed. b' Entity may sa|eo1 below only one previous contract from which to transfer the Software Aoounmnoa (SA) Benefit contact details, i.e., benefits contact(not the 8A manager)and the program codes, bo this new contract. a' An Open License cannot be used to transfer either the GA Benefit details or N1GDN 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 Enro||menNA0raannentvith GAorOnline Services in the appropriate fields of the new contract. ULK Standard Enrollment 5603612 X Agreement No. 5290 Enterprise Enrollment Product Selection Form Microsoft,Volume licensing Proposal ID Enrollment Number 0577244.003 "" F&5 0`7 Language:Engllslt(United States) se Online Servlco.s summa far life Initial or Enrolled l�lfll'le "'s�ta�rp!rtea Praduo�srtd E'wst�wrptf summary d'ar: Ofluai ad Device F User CAL l ice i - :,Fr+ to O nw Ldssrs Enterprise Product Fls*r m Tie vir Ncti Model Enterprise 300 360 0.8 No User Licensee Product � � Enderq'wise Quanq y cone CAL),:: Core CAL Core CAL 1 300 Window*pu�rs�Pm � Windows Enterprise OS Upgrade 70 Windows VDA 230 Enrol Algid AfflllaRa ra Ptadtroit - PrlaeGtrarep f 2 3 4., 10"!rp11se Producer Office Professional Plus+ Client Access License+ CGent Access Wm E3+Win E5+ Office 365 ProPlus+Office Office 365(Plans E1,E3, License+Windows Win VDA+Secure 365(Plans E3,E4 and E5)+ E4 and E5)+Secure Intune+EMS USL+ Productive Secure Productive Enterprise Productive Enterprise Secure Productive Enterprise Enterprise rr- Duantdgr'• v� 0 360 380 300 EprolCed Atoll es,0ric.e�"valr . Pu odrfNsrinq fPaml Priors vl Enutsrprdse Products and Enterprise online'S'w Aoss USLa,.Unless othorMso indicated In asscclated contract documents,Price level set using the highest quantity from Groups 1 through 4.' D Additional'Product Application Pool:Untess otherwise Indicated In associated contract documonts,Price level set using quantity from Group 1. D !Additional Product Server pooh Unless otherwise Indtcarted In associated contract documents,Price level set using the highest quantity from Group 2 or 3. D Additional Product Systems Pool,Unless otherwise Indicated in associated contract documents,Price level set using quantity from Group 4. D NOS ' Page 1 of 2 EA-EASProdSelForm(WW)(ENG) MS Quote Agreement No. 5290 Enterprise Enrollment Product Selection Form Microsoft I Volume Licensing Unless otherwise indicated in the associated contract documents,the price level for each Product offering 1 pool is set as described above,based upon the quantity to price level mapping below: Quantity of Licenses and Software Assurance � rice Level 2,399 and below A 2,400 to 5,999 6 6,000 to 14,999 C 15,000 and above D Note t:Enterprise Online Services may not be available in all locations. Please seethe Product List for a list of locations where these may be purchased. I Note 2:Unless otherwise indicated in associated Agreement documents,the CAL selection must be the same across the Enterprise for i each Profile. Note 3:Enrolled Affiliate acknowledges that in order to use a third party to reimage the Windows Operating System Upgrade,Enrolled Affiiiate must certify that it has acquired qualifying operating system licenses.The requirement applies to Windows Enterprise OS Upgrade.See the Product List for details. Note 4:Enrolled Affiliate acknowledges that in order to use a third party to reimage the Windows Operating System Upgrade,Enrolled Affiliate must certify that it has acquired qualifying operating system licenses.See the Product List for details. Note 5:If Enrolled Affiliate does not order an Enterprise Product or Enterprise Online Service associated with an applicable Product pool, the price level for Additional Products in the same pool will be price level"A"throughout the term of the Enrollment.Refer to the Qualifying Government Entity Addendum pricing provision for more details on price leveling. Page 2 of 2 EA-EASProdSelForm(WW)(ENG) MS Quote