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Home My WebLink About20151590.tiffCenal-nkc+ TO x-11 Go S' BOARD OF COUNTY COMMISSIONERS PASS -AROUND REVIEW PASS -AROUND TITLE: Microsoft Enrollment Form - Azure DEPARTMENT: Information Technology DATE: 5/10/2021 PERSON REQUESTING: Ryan Rose \• Brief description of the problem/issue: Following the completion of our Microsoft Enterprise Term License Agreement in March 2021 we have identified a use case requiring us to add a second Microsoft Azure environment to our Agreement. Microsoft Azure allows us to leverage cloud technologies as a supplement to our on -premise environment. The attached form requires a signature to add the additional Azure environment to our agreement at a $0 initial commitment followed by quarterly billing for pay-as-you-go services. Any costs incurred for the use of this resource would fit within the 2021 approved Weld County budget for Microsoft. This signature form has been reviewed by Karin McDougal. What options exist for the Board? {include consequences, impacts, costs, etc. of options}: We are requesting that the Board authorize the Chair to sign the attached Program Signature Form. This will allow us to expand our use of Microsoft resources. Recommendation: Weld County IT recommends that the Board authorize the Chair to sign the attached Program Signature Form. Approve Recommendation Perry L. Buck Mike Freeman Scott K. James, Pro-Tem Steve Moreno, Chair Lori Saine /9- c2--/ Schedule Work Session Other/Comments: Qua Offiqa 6e) (st)/efi) 5449-c? I S/26/21 07:O/.5-/590 frfao03 Signature Date licrosoac Volume I icensing Program Signature Form MBA/MBSA number Agreement number 01E73376 5-0000006969846 Note: Enter the applicable active numbers associated with the documents below. Microsoft requires the associated active number be indicated here, or listed below as new. For the purposes of this form, "Customer" can mean the signing entity, Enrolled Affiliate, Government Partner, Institution, or other party entering into a volume licensing program agreement. This signature form and all contract documents identified in the table below are entered into between the Customer and the Microsoft Affiliate signing, as of the effective date identified below. Contract Document Number or Code <Choose Agreement> <Choose Agreement> <Choose Agreement> <Choose Agreement> <Choose Agreement> <Choose Enrollment/Registration> <Choose Enrollment/Registration> <Choose Enrollment/Registration> <Choose Enrollment/Registration> <Choose Enrollment/Registration> Amendment to Contract Documents M423 (51713726) 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. ustomer. Name of Entity ( p ust be legal ntlty name)* weld County Government Sig ature* Printed First and Last Name* Steve Moreno Pre�at=d Title Chair, Board of Weld County Commissioners AY I 2C21 a I 14-02101 * indicates required field ProgramSignForm(MSSign)(NA,LatAm)ExBRA, MLI(ENG)(May2020) Page 1 of 2 Document X20-12883 � oa/5-90 Microsoft Affiliate Microsoft Corporation signature Rashida Vann Printed First and Last Name Rashida Vann Printed Title Authorized Signer Signature Date 5/24/2021 (date Microsoft Affiliate countersigns) Agreement Effective Date 4/1/2021 (may be different than Mcrosoffs signature date) Optional rd Customer signature or Outsourcer signature (if applicable) Customer Name of Entity,( s be legal ntity name)* Weld County Government Signature* Printed First and Last Name* Steve Moreno Printed Title BOCC Chair Signature Date* MAY .1.9. 2021 *indicates required field., Outsourcer Name of Entity (must be legal entity name)* Signature* Printed First and Last Name* Printed Title Sigttattii'e Date* * irdicates required field If Customer requires 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 6880 Sierra Center Parkway Reno, Nevada 89511 USA PrograrrSignForm( MSSign)(NA,LatAm)ExBRA, MLI(ENG)(May2020) Page 2 of 2 Document X20-12883 02. /�90 �i Microsoft Amendment to Contract Documents Enrollment Number 51713726 Volume Licensing 5-0000006969846 This amendment ("Amendment") 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 Multiple Azure Billing Tenants Under a Single Enrollment Amendment ID M423 1. Definitions. "Azure Billing Tenant" means the environment established by Microsoft on its multi -tenant servers from which a customer accesses Microsoft Azure Services. "Lead Enrollment" means the Enrollment identified above. "Billing Tenant Enrollment" means the enrollment associated with an Azure Billing Tenant established for a Tenant Affiliate under this Amendment: "Tenant Administrator" means any licensed user of an Azure Billing Tenant that has its role set to "Global Administrator" in the profile settings in the Tenant User Administration page of the tenant portal. "Tenant Affiliate" means an Affiliate, department, or any user group included in the Enrolled Affiliate's Enterprise who will access the Azure Billing Tenant that is identified in Appendix A, attached hereto. 2. The parties agree to the following Billing Tenant Enrollment Terms as follows: a. Tenant Affiliate Access and Enrolled Affiliate Obligations. Each Tenant Affiliate may access each Azure Billing Tenant and its corresponding Billing Tenant Enrollment identified in Appendix A. Enrolled Affiliate acknowledges and agrees that: (i) it is the sole Enrolled Affiliate; (ii) it is the sole Licensee with respect to each Billing Tenant Enrollment; and, (iii) it is solely responsible for ensuring that each of its Tenant Affiliate's comply with the terms and conditions set forth in the Lead Enrollment and any subsequent amendment hereof. b. Tenant Administrator User Credentials. Each Tenant Administrator must have its own, unique, login credential and shall manage each Azure Billing Tenant separately. No two Azure Billing Tenants may share one Tenant Administrator login credential or data object(s). c. Azure Prepayment. Each Tenant Affiliate can purchase an Azure Prepayment; however, the allocated funds for such commitment cannot be transferred between Azure Billing Tenants and Tenant Affiliates. d. Purchasing (i) Purchase eligibility. Billing Tenant Enrollments may only be used to purchase Microsoft Azure Services and Microsoft Azure Services Plans. AmendmentApp v4.0 M423 PLSS Page 1 of 4 (ii) Pricing. The price for Microsoft Azure Services and Microsoft Azure Services Plans purchased under a Billing Tenant Enrollment will be based on the pricelist current as of the Billing Tenant Enrollment Effective Date. Any price adjustment to a Billing Tenant Enrollment will be applicable only to that Billing Tenant Enrollment. (iii) Initial Order. Each Billing Tenant Enrollment must include an initial order. (iv) Billing Tenant Enrollment Effective Date. The effective date of a Billing Tenant Enrollment will be the processing date of the initial order. e. Orders. Enrolled Affiliate must submit separate orders, on behalf of each Billing Tenant Enrollment. Orders shall be governed by the terms set forth in the,Lead Enrollment, except as specified in this Amendment. Orders are not transferrable between Billing Tenant Enrollments. Billing Tenant Enrollment acceptance and order reminders vir 3ie sent to the contact(s) identified on the LeEnrollment only. f. Notices Contact and Online Services Manager. Each Billing Tenant Enroll m ent shall have its ,own Notices "Contact and Online Services Manager ,as (feted in Appendix A. The Notices Contact and Online Services Manager is authorized to manage the Microsoft Azure Services obtained under the related Billing Tenant Enrollment The expiration date, anniversary dates, payment dates and applicable taxes for each Billing Tenant Enrollment shall be the same as in the Lead Enrollment. g. Appendix A Azure Billing Tenant Details: Prior Azure Billing Tenan rdllment Number (if renewal): Azure Billing Tenant Enrol lment Number .(Microsoft to complete Profile ID:;Weld_Azure P.O. Number: Azure Billing Tenant name or Tenant Affiliate Name: Weld_ Notices and Online Services Manager Contact' Details:' Contact name: First: Charles Last: Shober Contact email: cshober@weldgov.com Is this a third -party (i.e. not an Enrolled Affiliate)? ❑ YES` ® NO *Warning: This contact receives personally identifiable information of the Customer and its Affiliates. Azure Billing Tenant Details:' . Prior Azure Billing Tenant Enrollment Number (if renewal): Azure "Bing Tenant Enrollment Number (Microsoft to complete)`: Profile ID: P.O. Number: Azure Billing Tenant name or Tenant Affiliate Notices and Online Services Manager Contact Details: Contact name:' Firms Last: Contact email: Page 2 of 4 Is this a third -party (i.e. not an Enrolled Affiliate)? ❑ YES* ❑ NO *Warning: This contact receives personally identifiable information of the Customer and its Affiliates. Azure Billing Tenant Details: Prior Azure Billing Tenant Enrollment Number (if renewal): Azure Billing Tenant Enrollment Number (Microsoft to complete): Profile ID: P.O. Number: Azure Billing Tenant name or Tenant Affiliate Name: Notices and Online Services Manager Contact Details: Contact name: First: Last: Contact email: Is this a third -party (i.e. not an Enrolled Affiliate)? ❑ YES* ❑ NO *Warning: This contact receives personally identifiable information of the Customer and its Affiliates. Azure Billing Tenant Details: Prior Azure Billing Tenant Enrollment Number (if renewal): Azure Billing Tenant Enrollment Number (Microsoft to complete): Profile ID: P.O. Number: Azure Billing Tenant name or Tenant Affiliate Name: Notices and Online Services Manager Contact Details: Contact name: First: Last: Contact email: Is this a third -party (i.e. not an Enrolled Affiliate)? ❑ YES* ❑ NO *Warning: This contact receives personally identifiable information of the Customer and its Affiliates. Except for changes made by this Amendment, the Enrollment or Agreement identified above remains unchanged and in full force and effect. If there is any conflict between any provision in this Amendment and any provision in the Enrollment or Agreement identified above, this Amendment shall control. This Amendment must be attached to a signature form to be valid. Microsoft Internal Use Onlv: (M423)EnrMultiTenant(MultipleAzureBillingTe M423 PLSS nantsUnderASingleEnrollment)(WW)(ENG)(M ar2021)v3(IU).docx AmendmentApp v4.0 M423 PLSS Page 3 of 4 Weld CountyGovernment Microsoft Volume Licensin 9 Microsoft Volume Licensing - Channel Price Sheet - Final Pricing Quote Number: 1073349.003 Billing currency: Creation Date: 5/3/2021 Term Of Agreement: Effective Duration: 30 days Opportunity ID: Enrollment Number: 51713726 Payment Schedule: Language English (United States) Price List Month: May 2021 Framework ID: USD 3 Years Annual US Government LevelD - E6 Indirect Enterprise Enrollment - Supplemental Quote Customer Contact Sam Phone: Fax: spenn@weldg_ov.com Penn 970-304-6570 Weld County Government 1401 N 17th Avenue Greeley, CO, United States, 80631-9563 Partner Contact(s) Reseller Sara Phares Phone: Fax: Sara.Phares@insight.com 866.805.0012 Insight Direct USA. Inc. 6820 South Harl Avenue Tempe. AZ, United States, 85283 Microsoft Contact Andrew 701-492-6596 andjohns@microso Johnson x26596 t.com New Purchases Purchase Order Information Sections Purchase Order Number Purchase Order Date Section 1 Tenant ID: Weld_Azure 161870 5.20.2021 Signa Date Name(Print) Title Direct Partner LAR ( ) _20 2021 Lisanne Steinheiser Assistant Secretary Microsoft Affiliate 1 `Pa c`hidgifil'iii '1 "Pm 5/24/2021 Rashida Vann Weld County Government Quote Number:1073349.003 Quote Summary Summary Item Totals (USD) Total deal value (3 Years) 0.00 Total Credit Amount 0.00 Total Annual Payment Year 1 0.00 Total Annual Payment Year 2 0.00 Total Annual Payment Year 3 0.00 Purchase Order Summary Totals (USD) Section 1 Tenant ID: Weld Azure 0.00 Total deal value (3 Years) 0.00 W0;PLSS0;B2;G0;Y0;R0;TL0;P0;BD0;BL0;BDSL0;BM0;BE0;E0;BV0;BDGM0;BOGM0 Page 2 of 4 MS Quote Weld County Government Quote Number: 1073349.003 SECTION 1 - Monthly Subscriptions Pricing & Usage Year 1 Product Description Part Number Usage Indicator Usage Start Date Unit of Measure Unit Quantity Unit Net(USD)Price License Quantity Usage Country Extended Amount (USD) Additional Products Tenant ID: Weld_Azure AzureprepaymentG ShrdSvr ALNG SubsVL MVL Commit Provision J5U-00004 Adjustable 4/29/2021 Monthly 11 0.00 1 United States 0.00 Total Year 1 Payment 0.00 Invoice Date: Enrollment Effective Date or if received after Enrollment Effective Date upon our acceptance Pricin & Usage Year 2 Product Description Part Number Usage Indicator (Usage Start Date Unit of Measure ! Unit Quantity t Ne(USD)Price Unit License Quantity Usage Country Extended Amount (USD) Additional Products Tenant ID: Weld_Azure AzureprepaymentG ShrdSvr ALNG SubsVL MVL Commit Provision J5U-00004 Adjustable - Monthly ' 12 0.00 1 United States 0.00 Total Year 2 Payment 0.00 Invoice Date: 1st Anniversary Date Pricing & Usage Year 3 Product Description Part Number I Usage Indicator Usage Start Date Unit of Measure Unit Quantity Net Unit Price (USD) License Quantity Usage Country Extended Amount (USD) Additional Products Tenant ID: Weld_Azure AzureprepaymentG ShrdSvr ALNG SubsVL MVL Commit Provision J5U-00004 Adjustable - Monthly 12 0.00 1 United States 0.00 Total Year 3 Payment 0.00 Invoice Date: 2nd Anniversary Date TOTAL SECTION 1 VALUE YEARS 1 - 3 0.00 TOTAL DEAL VALUE YEARS 1 - 3 0.00 W0;PLSS0;B2;G0;Y0;R0;TL0;P0;BD0;BL0;BDSL0;BM0;BE0;E0;BV0;BDGM0:BOGM0 Page 3 of 4 MS Quote Weld County Government Quote Number: 1073349.003 Product Notes Note 1: If the payment structure is changed, the list price may not reflect the actual list price but may be updated to reflect the payment structure chosen. Note 2: Purchase Orders should include taxes where applicable. Note 3: For Monthly Subscription Licenses, including Online Services, Total Extended Amount will be calculated to reflect Monthly Net Unit Price multiplied by Months Remaining multiplied by License Quantity. If the Usage Date changes to a later date which impacts Months Remaining, this Extended Amount will be used to reflect this proration for any month invoiced after the initial month. The Usage Start Date only applies to the initial Pricing and Usage period. Subsequent Pricing and Usage periods align to continue coverage until the end of the subscription term. Note 4: Future Monthly Subscription pricing is expressed in monthly terms to support pro -ration of months remaining in the Enrollment based on usage date of order. Online Services must be ordered prior to deployment, except where permitted through License Reservation for those Online Services eligible for the true -up or annual order process. Note 5: For on -premises Subscription Licenses, true -up order must reflect the correct Usage Date when incremental Product quantity was first used or Qualified Devices/Users (if applicable) were added. Terms and Conditions The Channel Price Sheet is confidential between the licensing Microsoft affiliate and the Channel Partner. DO NOT forward the Channel Price Sheet document to the end -customer. Unless otherwise indicated on the Channel Price Sheet and in a signed customer amendment, Microsoft will invoice Reseller selected, aligning future payments with remaining anniversaries. in full for all Licenses upon acceptance of the order. For Online Services, annual payments may be Insight Direct USAnInc.by signing below, acknowledges that it has read the E6 referred to in the Channel Price Sheet (including terms of that enrollment, the customer may have rights to terminate the enrollment under certain circumstances, that may reduce execution and delivery by all parties of the final enrollment and all other necessary legal documentation. Please do not sign any amendments to that Enrollment), and Insight Direct USA Inc.acknowledges that pursuant to the the total proposal value. All pricing and other terms are subject to change by us at any time until or process this price sheet unless Final Price Sheet is indicated on top of the first page. upon terms in the applicable Agreement and Enrollment. For Direct Enrollments, final pricing is established by the licensing is established by the Customer's reseller based on the applicable price levels and other factors. Therefore, Customers are under different channel models (Direct and Indirect). If an Affiliate is not included under this Enrollment, but signs a Enrollment. While the payment on an initial order and any order for Online Services may be spread annually across the term of are invoiced in total unless otherwise specified. PLEASE NOTE: At the start of each term of an Enrollment, price levels are established for that term based Microsoft affiliate based on the applicable price levels and other factors. For Indirect Enrollments, final pricing should not expect to receive the same pricing across different Enrollments, particularly when the Enrollments separate Enrollment, that Affiliate may be subject to pricing other than what has been established in this the Enrollment, any subsequent additional product and true -up orders for License & Software Assurance W0;PLSS0;B2;G0;Y0;R0;TL0;P0;BD0;BL0;BDSL0;BM0;BE0;E0;BV0;BDGM0;BOGM0 Page 4 of 4 MS Quote Weld County Government - EA Suppl CPS M423 Amendment Final Audit Report 2021-05-20 Created: 2021-05-20 By: Tammy Waggoner (tammy.waggoner@insight.com) Status: Signed Transaction ID: CBJCHBCAABAA9dwvPSAy6HuLMNPaB5ErcJN0uXb9r24h "Weld County Government - EA Suppl CPS M423 Amendment" History t Document created by Tammy Waggoner (tammy.waggoner@insight.com) 2021-05-20 - 6:08:35 PM GMT- IP address: 208.88.164.26 P-4 Document emailed to Lisanne Steinheiser (lisanne.steinheiser@insight.com) for signature 2021-05-20 - 6:09:26 PM GMT t Email viewed by Lisanne Steinheiser (lisanne.steinheiser@insight.com) 2021-05-20 - 6:14:29 PM GMT- IP address: 198.187.200.254 se Document e -signed by Lisanne Steinheiser (lisanne.steinheiser@insight.com) Signature Date: 2021-05-20 - 6:14:44 PM GMT - Time Source: server- IP address: 198.187.200.254 Q Agreement completed. 2021-05-20 - 6:14:44 PM GMT Adobe Sign 00030000B99D67E52114581496WeldCountyG overnmentEASuppICPSM423Amendment5.20.2 1 Case# 5-0000007071603 Final Audit Report 2021-05-25 Created: 2021-05-25 By: Rashida Vann (v-rasvan@microsoft.com) Status: Filled Transaction ID: CBJCHBCAABAAmbDGrs6bGSg3LdIe93SC-umNDBXGIOU6 "00030000B99D67E52114581496WeIdCountyGovernmentEAS uppICPSM423Amendment5.20.21 Case# 5-0000007071603" Hi story t Document created by Rashida Vann (v-rasvan@microsoft.com) 2021-05-25 - 0:39:39 AM GMT- IP address: 107.206.118.254 6a Form filled by Rashida Vann (v-rasvan@microsoft.com) Form filling Date: 2021-05-25 - 0:45:47 AM GMT - Time Source: server- IP address: 107.206.118.254- Located near: (0.0, 0.0) Microsoft c?ED?Y Adobe Sign Contract Form New Contract Request Entity Information Entity Name* MICROSOFT CORPORATION ID* 416 ❑ New Entity? Contract Name* Contract ID ENTERPRISE ENROLLMENT MULTIPLE AZURE BILLING 4768 TENAN IS UNDER A SINGLE ENROLLMENT AMENDMENT ID M423 Contract Status CTB REVIEW Contract Lead* SWHITMORE Contract Lead Email swhitmoreo.weld.co.us Parent Contract ID Requires Board Approval YES Department Project # WELD -1240 Contract Description* FOLLOWING THE COMPLETION OF OUR MICROSOFT ENTERPRISE TERM LICENSE AGREEMENT IN MARCH 2021 WE HAVE IDENTIFIED A USE CASE REQUIRING US TO ADD A SECOND MICROSOFT AZURE ENVIRONMENT TO OUR AGREEMENT. REFERENCE CONTRACT 2015-1590/1724 & 4554 Contract Description 2 THE AI IACHED FORM REQUIRES A SIGNATURE TO ADD THE ADDITIONAL AZURE ENVIRONMENT TO OUR AGREEMENT AT A $0 INITIAL COMMITMENT FOLLOWED BY QUARTERLY BILLING FOR PAY-AS-YOU-GO SERVICE. Contract Type AMENDMENT Amount S0.00 Renewable* YES Automatic Renewal NO Grant Department Requested BOCC Agenda Due Date INFORMATION Date* 05 a` 15.2021 TECHNOLOGY-GIS 05/19,,2021 Department Email CM - I nformati onTech nol ogyGl S,g weldgov.com Department Head Email CM - I nformationTechnologyG DeptHead@vveldgov.com County Attorney GENERAL COUNTY A I I ORNEY EMAIL County Attorney Email CM- COUNTYATTORN EY@WELDG OV.COM If this is a renewal enter previous Contract ID 4554 If this is part of a MSA enter MSA Contract ID Will a work session with BOCC be required?* NO Does Contract require Purchasing Dept. to be included? NO Note; the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts are not in OnBase Contract Dates Effective Date Termination Notice Period I'nfQ anon Contact Info Contact Name Contact Type BRYCE MACKIN Purchasing Purchasing Approver CONSENT Approval Process Department Head RYAN ROSE DH Approved Date 05/1412021 BOCC Approved BOCC Signed Date BOCC Agenda Date 05,`19/202 Originator SWHITMORE PRIMARY Review Date* 04/01/2022 Committed Delivery Date Contact Email B RYCE. MAKIN'INS I GHT. COM Purchasing; 05,=` 14,`2021 finance Approver CONSENT finance Approved Date 05114;2021 Tyler Ref # AG 051921 Renewal Date* 05/18/2022 Expiration Date Contact Phone 1 Contact Phone 2 509-742-2221 Legal Counsel CONSENT Legal Counsel Approved Date 05,"14!2021 efinkaa- It) 49 BOARD OF COUNTY COMMISSIONERS PASS -AROUND REVIEW PASS -AROUND TITLE: Microsoft Enterprise Enrollment DEPARTMENT: Information Technology DATE: 3/5/2021 PERSON REQUESTING: Ryan Rose Brief description of the problem/issue: Weld County has been procuring Microsoft licenses through their Enterprise Enrollment process since April 1st, 2015. This process allows us to purchase Microsoft licenses via the Colorado State and Local Government Agreement originally signed in 2013 and renewed every three years. Weld County reviews utilization annually and updates the agreement so we can ensure that Weld County staff have access to Email, Office Products (Word, Excel, PowerPoint, etc), Windows, Data Center, and SQL database licenses. Associated costs for these licenses are included in the 2021 approved Weld County budget. To renew our use of these resources we need the Chair to sign the attached Program Signature Form, which has been reviewed by Karin McDougal. What options exist for the Board? (include consequences, impacts, costs, etc. of options): We are requesting that the Board authorize the Chair to sign the attached Program Signature Form. This will allow us to continue our use of Microsoft resources. Recommendation: Weld County IT recommends that the Board authorize the Chair to sign the attached Program Signature Form. Approve Schedule Recommendation Work Session Other/Comments: Perry L. Buck Mike Freeman Scott K. James, Pro-Tem Steve Moreno, Chair Lori Seine efiyisem *cut, G G : IT (RR /Nu) 0t4/2.‘ I� i (x) Itc40 I -1-00/1/4Y5 DIN ■ Microsoft Program Signature Form MBA/MBSA number Agreement number 01E73376 73376 Volume Licensing 5-0000006647107 • Note: Enter the applicable active numbers associated with the documents below Microsoft requires the associated active number be indicated here. Or listed below as new For the purposes of this form, "Customer" can mean the signing entity, Enrolled Affiliate, Government Partner, Institution, or other party entering into a volume licensing program agreement. This signature form and all contract documents identified in the table below are entered into between the Customer and the Microsoft Affiliate signing, as of the effective date identified below. Contract Document Enterprise Enrollment (Indirect) Enterprise Amendment Product Selection Form • Number or Code • X20-10635 M97 (New) 1050482 008_PSF By signing below, Customer and the Microsoft Affiliate agree that both parties (1) have received, read and understand the above contract documents, including any websites or documents incorporated by reference and any amendments and (2) agree to be bound by the terms of all such documents. Customer Name of Entity Onus Signature* be legal entity name)* Weld County Government 1� /111-9--1- Printed First and Last Name* Steve Moreno Printed Title Chair, Board of Weld County Signature Date" Ho 1 7 2021 Commissioners Tax ID 84-6000813 * indicates required field Microsoft Affiliate Signature Caitiff/rich/143 Microsoft Corporation Printed First and Last Name Caitlin Johnny Printed Title Authorized Signer Signature Date 3/19/2021 (date Microsoft Affiliate countersigns) Agreement Effective Date 4/1/2021 (may be different than Microsoft's signature date) ProgramSignForm(MSSign)(NA,LatAm)ExBRA,MLI(ENG)(May2020) &el/Jo-J.190 Page I of 2 Document X20-12883 Optional rd Customer signature or Outsourcer signature (if applicable) Customer Name of Entity (must be legal entity name)* Signature* Printed First and Last Name* Printed Title Signature Date* * indicates required field Outsourcer Name of Entity (must be legal entity name)* Signature* Printed First and Last Name* Printed Title Signature Date* indicates required field If Customer requires additional contacts or is reporting multiple previous Enrollments, include the appropriate forms) 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 6880 Sierra Center Parkway Reno, Nevada 89511 USA ProgramSignForm(MSSign)(NA,LatAm)ExBRA,MLI(ENG(May2020) Page 2 of 2 Document X20-12883 Microsoft Volume Licensing Enterprise Enrollment Enterprise Enrollment number (Microsoft to complete) Previous Enrollment number (Roseller to complete) 51713726 • 56916488 Framework ID Of applicable) State and Local 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) the Product Terms, (5) the Online Services Terms. (6) any Supplemental Contact Information Form. Previous Agreement/Enrollment form, and other forms that may be required, and (7) any order submitted under this Enrollment. This Enrollment may only be entered into under a 2011 or later Enterprise Agreement By entering into this Enrollment.. Enrolled Affiliate agrees to be bound by the terms and conditions of the Enterprise Agreement. All terms used but not defined are located at http://www.microsoft com/licensing/contracts. In the event of any conflict the terms of this Agreement control Effective date. If Enrolled Affiliate is renewing Software Assurance or Subscription Licenses from one or more previous Enrollments or agreements, then the effective date will be the day after the first prior Enrollment or agreement expires or terminates, if this Enrollment is renewed, the effective date of the renewal term will be the day after the Expiration Date of the initial term Otherwise, the effective date will be the date this Enrollment is accepted by Microsoft. Any reference to "anniversary date' refers to the anniversary of the effective date of the applicable initial or renewal term for each year this Enrollment is in effect Term. The initial term of this Enrollment will expire on the last day of the month, 36 full calendar months from the effective date of the initial term The renewal term will expire 36 full calendar months after the effective date of the renewal term. Terms and Conditions I. Definitions. 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 EA20201 EnrGov(US)SLG(ENG)(Oct2019) Page 1 of 10 Document X20-10635 Membership in the Community is ultimately at Microsoft's discretion, which may vary by Govemment 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 800-145. Microsoft Online Services that are Govemment 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 email, word processing, spreadsheets, database, network or Internet browsing, or scheduling, or personal finance), then the desktop functions: (1) may only be used for the purpose of supporting the Industry Program functionality; and (2) must be technically integrated with the Industry Program or employ technically enforced policies or architecture to operate only when used with the Industry Program functionality. °Managed Device" means any device on which any Affiliate in the Enterprise directly or indirectly controls one or more operating system environments. Examples of Managed Devices can be found in the Product Terms. "Qualified Device" means any device that is used by or for the benefit of Enrolled Affiliate's Enterprise and is: (1) a personal desktop computer, portable computer, workstation, or similar device capable of running Windows Pro locally (in a physical or virtual operating system environment), or (2) a device used to access a virtual desktop infrastructure (1/DI"). 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. EA20201 EnrGov(US)SLG(ENG)(Oct2019) Page 2 of 10 Document x20-10835 "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 govemmental functions and eligible for funding and services from the U.S. Department of Interior by virtue of its status as an Indian tribe. "Use Rights" means, with respect to any licensing program, the use rights or terms of service for each Product and version published for that licensing program at the Volume Licensing Site and updated from time to time. The Use Rights include the Product -Specific License Terms, the License Model terms, the Universal License Terms, the Data Protection Terns, and the Other Legal Terms. The Use Rights supersede the terms of any end user license agreement (on -screen or otherwise) that accompanies a Product. °Volume Licensing Site" means http://www.microsoft.com/licensincVcontracts or a successor site. 2. Order requirements. a. Minimum order requirements. Enrolled Affiliate's Enterprise must have a minimum of 250 Qualified Users or Qualified Devices. The initial order must include at least 250 Licenses for Enterprise Products or Enterprise Online Services. (i) Enterprise commitment Enrolled Affiliate must order enough Licenses to cover all Qualified Users or Qualified Devices, depending on the License Type, with one or more Enterprise Products or a mix of Enterprise Products and the corresponding Enterprise Online Services (as long as all Qualified Devices not covered by a License are only used by users covered with a user License). (iI) Enterprise Online Services only. If no Enterprise Product is ordered, then Enrolled Affiliate need only maintain at least 250 Subscription Licenses for Enterprise Online Services. b. Additional Products. Upon satisfying the minimum order requirements above, Enrolled Affiliate may order Additional Products. c. Use Rights for Enterprise Products. For Enterprise Products, if a new Product version has more restrictive use rights than the version that is current at the start of the applicable initial or renewal term of the Enrollment, those more restrictive use rights will not apply to Enrolled Affiliate's use of that Product during that term. d. Country of usage. Enrolled Affiliate must specify the countries where Licenses will be used on Its initial order and on any additional orders. e. Rosellers. 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. EA20201 Ennkv(US),SLG(ENG)(Od2019) Page 3 of 10 Document X20-10835 g• (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 Terns or (2) included as part of other Licenses. True -up requirements. Enrolled Affiliate must submit an annual true -up order that accounts for any changes since the initial order or last order. If there are no changes, then an update statement must be submitted instead of a true -up order. (i) Enterprise Products. For Enterprise Products, Enrolled Affiliate must determine the number of Qualified Devices and Qualified Users (if ordering user -based Licenses) at the time the true -up order is placed and must order additional Licenses for all Qualified Devices and Qualified Users that are not already covered by existing Licenses, including any Enterprise Online Services. (ii) Additional Products. For Additional Products that have been previously ordered under this Enrollment, Enrolled Affiliate must determine the maximum number of Additional Products used since the latter of the initial order, the last true -up „order, or the prior anniversary date and submit a true -up order that accounts for any increase. (iii) Online Services. For Online Services identified as, eligible for true -up in the Product Terms, Enrolled Affiliate may place a reservation order for the additional Licenses prior to use and payment may be deferred until the next true -up order. Microsoft will provide a report of Reserved Licenses ordered but not id invoiced to Enrolled Affiliate and its Reseller. Reserved Licenses will be invoiced retrospectively to the month in which they were ordered. (Iv) Subscription License reductions. Enrolled Affiliate may reduce the quantity of Subscription Licenses at the Enrollment anniversary date on a prospective basis if permitted in the Product Terms, as follows: 1) For Subscription Licenses that are part of an Enterprise -wide purchase, Licenses may be reduced if the total quarhity of Licenses and Software Assurance for an applicable group meets or exceeds theis quantity of Qualified Devices and Qualified Users (if ordering user -based, Lkensesyidentified 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 EA20201 EnrGov(US)SLG(ENG)(Oc12019) Page 4 of 10 Document X20-10635 may submit true -up orders more often to account for increases in Product usage, but an annual true -up order or update statement must still be submitted during the annual order period. (vii)Late true -up order. If the true -up order or update statement is not received when due, Microsoft will invoice Reseller for all Reserved Licenses not previously invoiced and Subscription License reductions cannot be reported until the following Enrollment anniversary date (or at Enrollment renewal, as applicable). h. Step-up Licenses. For Licenses eligible for a step-up under this Enrollment, Enrolled Affiliate may step-up to a higher edition or suite as follows: (i) For step-up Licenses included on an initial order, Enrolled Affiliate may order according to the true -up process. (ii) If step-up Licenses are not included on an initial order, Enrolled Affiliate may step-up initially by following the process described in the Section titled 'Adding new Products not previously ordered,' then for additional step-up Licenses, by following the true -up order process. I. Clerical errors. Microsoft may correct clerical errors in this Enrollment, and any documents submitted with or under this Enrollment, by providing notice by email and a reasonable opportunity for Enrolled Affiliate to object to the correction. Clerical errors include minor mistakes, unintentional additions and omissions. This provision does not apply to material terms, such as the identity, quantity or price of a Product ordered. �. 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 RoseHers for each Product or Service ordered will be fixed throughout the applicable initial or renewal Enrollment term. Microsoft's prices to Resellers are reestablished at the beginning of the renewal term. 4. Payment terms. For the initial or renewal order, Microsoft will invoice Enrolled Affiliate's Reseller in three equal annual installments. The first installment will be invoiced upon Microsoft's acceptance of this Enrollment and remaining installments will be invoiced on each subsequent Enrollment anniversary date. Subsequent orders are invoiced upon acceptance of the order and Enrolled Affiliate may elect to pay annually or upfront for Online Services and upfront for all other Licenses. 5. End of Enrollment term and termination. a. General. At the Expiration Date, Enrolled Affiliate must immediately order and pay for Licenses for Products it has used but has not previously submitted an order, except as otherwise provided in this Enrollment. b. Renewal option. At the Expiration Date of the initial term, Enrolled Affiliate can renew Products by renewing this Enrollment for one additional 36 -month term or by signing a new Enrollment. Microsoft must receive a Renewal Form, Product Selection Form, and renewal order prior to or at the Expiration Date. Microsoft will not unreasonably reject any renewal. EA20201 EnrGov(US)SLG(ENG)(Oct2019) Page 5 or 10 . Document X20-10635 Microsoft may make changes to this program that will make it necessary for Customer and its Enrolled Affiliates to enter into new agreements and Enrollments at renewal. c. If Enrolled Affiliate elects not to renew. (I) Software Assurance. If Enrolled Affiliate elects not to renew Software Assurance for any Product under its Enrollment, then Enrolled Affiliate will not be permitted to order Software Assurance later without first acquiring a new License with Software Assurance. (ii) Online Services eligible for an Extended 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 Terrn, Online Services will be invoiced monthly at the then -current published price as of the Expiration Date plus a 3% administrative fee for up to one year. If Enrolled Affiliate wants an Extended Term, Enrolled Affiliate must submit a request to Microsoft at least 30 days prior to the Expiration Date. 2) Cancellation during Extended Term. At any time during the first year of the Extended Term, Enrolled Affiliate may terminate the Extended Term by submitting a notice of cancellation to Microsoft for each Online Service. Thereafter, either party may terminate the Extended Term by providing the other with a notice of cancellation for each Online Service. Cancellation wilt be effective at the end of the month following 30 days after Microsoft has received or issued the notice. (iii) Subscription Licenses and Online Services not eligible for an Extended Term. If Enrolled Affiliate elects not to renew, 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 Govemment 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 Govemment Community Cloud Services, for the benefit of end users that are members of the Community. Use of Govemment 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 Govemment 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-Govemment Community Cloud Services also apply EA20201 EnrGov(US)SLG(ENG)(Oct2019) Page 6 of 10 Document X20-10635 to their corresponding Government Community Cloud Services, except as otherwise noted in the Use Rights, Product Terms, and this Enrollment. c. Enrolled Affiliate may not deploy or use Government Community Cloud Services and corresponding non-Govemment 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) Govemment 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. EA20201 EnrGov(US)SLG(ENG)(Oc12019) Page 7 of 10 Document X20-10835 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: ❑ Enrolled Affiliate only RI Enrolled Affiliate and all Affiliates ❑ Enrolled Affiliate and the following Affiliate(s) (Only identify speck 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: Include 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 (I) 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 httos://www.microsoft.com/licensinq/servicecenter. a. Primary contact. This contact is the primary contact for the Enrollment from within Enrolled Affiliate's Enterprise. This contact is also an Online 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)* Weld County Government Contact name* First Sam Last Penn Contact email address* spenn@weldgov.com Street address* 1401 N 17th Avenue City* Greeley State* CO Postal code* 80631 -9563 - (Please provide the zip + 4, e.g. xxxxx-)xxx) Country* United States Phone* 970-304-6570 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 Servie, including adding or reassigning Licenses and stepping -up prior to a true -up order. EA20201 EnrGov(US)SLG(ENG)(Oct2019) Page 8 of 10 Document X20-10635 © Same as primary contact (default if no information is provided below, even if the box is not checked). Contact name* First Sam Last Penn Contact email address* spenn@weldgov.com Street address* 1401 N 17th Avenue City* Greeley State* CO Postal code* 80631 -9563 - (Please provide the zip + 4, e.g. xxxxx-xxxx) Country* United States Phone* 970-304-6570 Language preference. Choose the language for notices. English ❑ This contact is a third parry (not the Enrolled Affiliate). Waming: 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 Sam Last Penn Contact email address* spenn@weldgov.com Phone* 970-304-6570 ❑ 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. Resetier information. Reseller contact for this Enrollment is: Reseller company name* Insight Direct USA, Inc. Street address (PO boxes will not be accepted)* 6820 South Han Avenue City* Tempe State* AZ Postal code* 85283 Country* United States Contact name* Software *Contract Support Phone* 800-624,0503 Contact email address* contractsupport@insight.com * indicates required fields Sy :signing below, the Reseller identified above confirms that all information provided in this Enrollment is correct. LL6QKK� �'t�i+sii¢ceu Signature* Printed name* Printed title* Date* Lisa nne Steinheiser Assistant Secretary * indicates required fields Mar 18, 2021 Changing a Reseller. If Microsoft or the Reseller chooses to discontinue doing business with each other, Enrolled Affiliate must choose a replacement Reseller. If Enrolled Affiliate or the Reseller intends to terminate their relationship, the initiating party must notify Microsoft and the EA20201 En rGov(US)SW(ENG)(Oct2019) Page 9 of 10 Document X20-10635 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. EA20201 EnrGov(US)SLG(ENGXOct2019) Page 10 or 10 Document X20-10635 EP Microsoft Amendment to Contract Documents Enrollment Numoer 51713726 Volume Licensing 5-0000aossa71o7 t his amendment ('Amendment") 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 The price quoted to Enrolled Affiliate's Reseller is a fixed pace based on an estimated order submission date. Microsoft will invoice Enrolled Affiliates Reseller based on this fixed price quote. If this order is submitted later than the estimated order submission date, Enrolled Affiliate's Heseiler will be charged for net new Monthly Subscriptions (including Online Services) for the period during which these services were not provided. Pricing to Enrolled Affiliate is agreed behveen Enrolled Affiliate and Enrolled Affiliate's Reseller. SKU Number SKU Description Existing Quantity Incremental quantities AAD-34704 M365 ShrdSvr MVL E3 GCC Unified ALNG SubsVL PerUsr 1 775 P3U-00001 VisioPlan2GCC ALNG ShrdSvr SubsVL MVL PerUsr 52 LK3-00001 AudioConfGCC ALNG SubsVL MVL ShrdSvr PerUsr 250 J5U-00004 AzureprepaymentG ShrdSvr MVL ALNG Commit SubsVL Provision 1 NVG-00005 Dyn365ECstmrSrvcGCC ShrdSvr MVL ALNG SubsVL PerUsr 2 NVH-00002 Dyn365ECstSrvFrmSAGCC ShrdSvr MVL ALNG PerUsr SubsVL 18 4ES-00001 ExchOnlnArchGCC SubsVL MVL ShrdSvr PerUsr 125 ALNG 3KS-00001 O365GCCF3 ALNG SubsVL MVL ShrdSvr PerUsr 125 7MS-00001 Project All User Plana Lng Subs GCC VL MVL Shared Per 23 AmenQmentApp v4 0 M97 8 Page 1 of 2 SKU Number SKU Description Existing Quantity Incremental quantities DDJ-00001 PwrBIProGCC ALNG ShrdSvr SubsVL MVL PerUsr 204 Except for changes made by this Amendment, the Enrollment or Agreement identified above remains unchanged and in full force and effect. If there is any conflict between any provision in this Amendment and any provision in the Enrollment or Agreement identified above, this Amendment shall control. This Amendment must be attached to a signature form to be valid. Microsoft Internal Use Only: (M97)EnrAmend(Ind)(InvoiceforQuotedPrice)( M97 B WW)(ENG)(Oct2020)(IU) docx • AmendmentApp v4.0 M97 41. 8 Page 2 oft Enterprise Enrollment Product Selection Form r Proposal ID 1050482.008 Language. English (United States) Microsoft Volume Licensing Enrollment Number 51713726 Enrolled Affiliate's Enterprise Products and Enterprise Online Services summary for the initial order: Prcfile Qualified Devices . 7 Qualified Users Device / User Ratio Enterprise Product Platform CAL Licensing Model LrrerPr'Se , - i 5 1 775 1 0 Yes User Licenses Products Enterprise Quantity Microsoft 365 Enterprise Microsoft 365 E3 USL 1,775 Enrolled Affiliate's Product Quantities: Price Group 1 2 3 4 Enterprise Products Office Professional Plus + Office 365 ProPlus + Office 365 (Plans E3 and ES) + Microsoft 365 Enterprise Client Access License + Office 365 (Plans E1 E3 and E5) + Microsoft 365 Enterprise Client Access License + Windows Intune + EMS USL + Microsoft 385 Enterpnse Win E3 + Win E5 + Won VDA + Micxosoft 385 Enterprise Quantity 1775 1775 1775 1775 EA-EASProdSelForm(VWV)(ENG ) CTM Page 1 of 2 MS Quote Enterprise Enrollment Product Selection Form Microsoft Volume Licensing Enrolled Affiliate's Price Level: Product Offering / Pool Price Level Enterprise Products and Enterprise Online Services USLs: Unless otherwise indicated in associated contract documents, Price level set using the highest quantity from Groups t through 4. D Additional Product Application Pool: Unless otherwise mdicatea in associated contract documents, Price level set using quantity from Group 1 D Additional Product Server Pool: Unless otherwise indicated in associated contract documents Pnce level set using the highest quantity from Group 2 or 3. D Additional Product Systems Pool: Unless otherwise indicated in associated contract documents, Price level set using quantity from Group 4 D NOTES Unless otherwise indicated .n the associated contract documents, the price level for each Product offering / pool is set as described above. based upon the quantity to pnce level mapping below Quantity of Licenses and Software Assurance Price Level 2,399 and below A 2,400 to 5.999 B 6 000 to 14,999 C 15.000 and above D Note 1: Enterpnse Online Services may not be available in all locations Please see the Product List for a list of locations where these may be purchased_ Note 2: If Enrolled Affiliate does not order an Enterprise Product or Enterpnse 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. EA-EASProdSelForm(VVVI)(ENG) CTM Page 2 of 2 MS Quote Weld County Government MiCrOSOft Volume o ume Licensing Microsoft Volume Licensing - Channel Price Sheet - Final Pricing Quote Number: 1050482.008 Billing currency: USD Creation Date: 2/26/2021 Term Of Agreement: 3 Years Effective Duration: 30 days Opportunity ID: Enrollment Number: 51713726 Payment Schedule: Annual Language: English (United States) BDSG HD Price List Month: February 2021 Framework ID: US Government LevelD - E6 Indirect Enterprise Enrollment - Renewal Quote Customer Contact Sam Phone: Fax: spenn@weldgov.com Penn 970-304-6570 Weld County Government 1401 N 17th Avenue Greeley, CO, United States, 80631-9563 Partner Contact(s) Reseller Sara Phares Phone: Fax: Sara.Phares@insight.com 866.805.0012 Insight Direct USA, Inc. 6820 South Harl Avenue Tempe, AZ, United States, 85283 Microsoft Contact Andrew 1-701-492-6596 andjohns@microsoft.com Johnson New Purchases Purchase Order Information Sections Purchase Order Number Purchase Order Date Section 1 - Year 1 P2100221 3/17/2021 Section 1 - Year 2 - 3 P2100221 3/17/2021 Section 2 P2100221 3/17/2021 Signature Date Name(Print) Title Direct Partner (LAR) Laa4414 Mar 18, 2021 Lisanne Steinheiser Assistant SPrrPtary Microsoft Affiliate C'aitCin JOhilil. 3/19/2021 Caitlin Johnny Authorized Signer Weld County Government Quote Number:1050482.008 Quote Summary Summary Item Totals (USD) Customer Earned Price (3 Years) 2,723,142.96 Total Credit Amount 0.00 Total Annual Payment Year 1 908,014.32 Total Annual Payment Year 2 907,564.32 Total Annual Payment Year 3 907,564.32 WO;PLSS0;810;G0;Y0;R0;TL0;P0;BD0;BL0;BDSL0;BM0;BE0;E0;BV0;BDGM0;BOGM0 CTM Page 2 of 10 MS Quote Weld County Government Quote Number:1050482.008 SECTION 1 - Licenses and Software Assurance Pricing & Usage Year 1 Product Description Part Number Net Unit Price (USD) License Quantity Usage Country Extended Amount (USD) Additional Products VSProSubMSDN ALNG SA MVL 77D-00111 303.24 1 United States 303.24 Win? ESU 2020 Aing Per Device AAD-50078 50.00 3 United States 150.00 Win? ESU 2021 Aing Per Device AAD-50079 100.00 3 United States 300.00 ExchgSvrStd ALNG SA MVL 312-02257 124.92 2 United States 249.84 SQLCAL ALNG SA MVL UsrCAL 359-00961 33.72 10 United States 337.20 SQLSvrEntCore ALNG LicSAPk MVL 2Lic CoreLic 7JQ-00341 5,180.52 21 United States 108,790.92 SQLSvrEntCore ALNG SA MVL 2Lic CoreLic 7JQ-00343 2,220.24 25 United States 55,506.00 SQLSvrStd ALNG SA MVL 228-04433 144.96 2 United States 289.92 SQLSvrStdCore ALNG LicSAPk MVL 2Lic CoreLic 7NQ-00302 1,351.00 30 United States 40,530.00 WinSvrDCCore ALNG SA MVL 2Lic CoreLic 9EA-00278 124.32 192 United States 23,869.44 Total Year 1 Payment 1 230,326.56 Invoice Date: Enrollment Effective Date or if received after Enrollment Effective Date upon our acceptance WO;PLSSO;B 10:G0;Y0;R0:TL0;P0;BD0;BL0;BDSL0;BM0;BE0;E0;BV0;BDGM0;BOGM0 CTM Page 3 of 10 MS Quote Weld County Government Quote Number:1050482.008 Pricing & Usage Year 2 Product Description Part Number Net Unit Price (USD) License Quantity Usage Country Extended Amount (USD) Additional Products VSProSubMSDN ALNG SA MVL 77D-00111 303.24 1 United States 303.24 ExchgSvrStd ALNG SA MVL 312-02257 124.92 2 United States 249.84 SQLCAL ALNG SA MVL UsrCAL 359-00961 33.72 10 United States 337.20 SQLSvrEntCore ALNG LicSAPk MVL 2Lic CoreLic 7JQ-00341 5,180.52 21 United States 108,790.92 SQLSvrEntCore ALNG SA MVL 2Lic CoreLic 7JQ-00343 2,220.24 25 United States 55,506.00 SQLSvrStd ALNG SA MVL 228-04433 144.96 2 United States 289.92 SQLSvrStdCore ALNG LicSAPk MVL 2Lic CoreLic 7NQ-00302 1,351.00 30 United States 40,530.00 WinSvrDCCore ALNG SA MVL 2Lic CoreLic gEA-00278 124.32 192 United States 23,869.44 Total Year 2 Payment 229,876.56 Invoice Date: 1st Anniversary Date W0;PLSS0;B10;G0;Y0;R0;TL0;P0,BD0;BL0;BDSL0;BM0;BE0;E0;BV0;BDGM0;BOGM0 CTM Page 4 of 10 MS Quote Weld County Government Quote Number:1050482.008 Pricing & Usage Year 3 Product Description Part Number L Net Unit Price (USD) ILicense Quantity I Usage Country I Extended Amount (USD) Additional Products VSProSubMSDN ALNG SA MVL 77D-00111 303.24 1 United States 303.24 ExchgSvrStd ALNG SA MVL 312-02257 124.92 2 United States 249.84 SQLCAL ALNG SA MVL UsrCAL 359-00961 33.72 10 United States 337.20 SQLSvrEntCore ALNG LicSAPk MVL 2Lic CoreLic 7JQ-00341 5,180.52 21 United States 108,790.92 SQLSvrEntCore ALNG SA MVL 2Lic CoreLic 7JQ-00343 2,220.24 25 United States 55,506.00 SQLSvrStd ALNG SA MVL 228-04433 144.96 2 United States 289.92 SQLSvrStdCore ALNG LicSAPk MVL 2Lic CoreLic 7NQ-00302 1,351.00 30 United States 40,530.00 WinSvrDCCore ALNG SA MVL 2Lic CoreLic gEA-00278 124.32 192 United States 23,869.44 Total Year 3 Payment 229,876.56 Invoice Date: 2nd Anniversary Date TOTAL SECTION 1 VALUE YEARS 1 - 3 I 690,079.68 WO;PLSS0;810;G0;Y0;R0;TL0;P0;BD0;BL0;BDSL0;BM0;BE0;E0;BV0;BDGM0;BOGM0 CTM Page 5 of 10 MS Quote Weld County Government Quote Number:1050482.008 SECTION 2 - Monthly Subscriptions Pricin & Usage Year 1 Product Description Part Number Usage Indicator Usage Start Date Unit of Measure Unit Quantity Net (USD)Price License Quantity Usage Country Extended Amount (USD) Enterprise M365 E3 GCC Unified ShrdSvr ALNG SubsVL MVL PerUsr AAD-34704 Adjustable 4/1/2021 Monthly 12 28.73 1,775 United States 611,949.00 Additional Products VisioPlan2GCC ShrdSvr ALNG SubsVL MVL PerUsr P3U-00001 Adjustable 4/1/2021 Monthly 12 11.22 52 United States 7,001.28 AudioConfGCC ShrdSvr ALNG SubsVL MVL PerUsr LK3-00001 Adjustable 4/1/2021 Monthly 12 3.52 250 United States 10,560.00 AzureprepaymentG ShrdSvr ALNG SubsVL MVL Commit Provision J5U-00004 Adjustable 4/1/2021 Monthly 12 0.00 1 United States 0.00 Dyn365ECstmrSrvcGCC ShrdSvr ALNG SubsVL MVL PerUsr NVG-00005 Adjustable 4/1/2021 Monthly 12 83.60 2 United States 2,006.40 Dyn365ECstSrvFrmSAGCC ShrdSvr ALNG SubsVL MVL PerUsr NVH-00002 Adjustable 4/1/2021 Monthly 12 66.88 18 United States 14,446.08 ExchOnlnArchGCC ShrdSvr ALNG SubsVL MVL PerUsr 4ES-00001 Adjustable 4/1/2021 Monthly 12 2.12 125 United States 3,180.00 O365GCCF3 ShrdSvr ALNG SubsVL MVL PerUsr 3KS-00001 Adjustable 4/1/2021 Monthly 12 2.71 125 United States 4,065.00 Project PIan3 GCC Shared All Lng Subs VL MVL Per User 7MS-00001 Adjustable 4/1/2021 Monthly 12 22.44 23 United States 6,193.44 PwrBIProGCC ShrdSvr ALNG SubsVL MVL PerUsr DDJ-00001 Adjustable 4/1/2021 Monthly 12 7.47 204 United States 18,286.56 Total Year 1 Payment 677,687.76 Invoice Date: Enrollment Effective Date or if received after Enrollment Effective Date upon our acceptance W0;PLSS0;B10:G0;Y0;R0;TL0;P0;BD0;BL0;BDSL0;BM0;BE0;E0;BV0;BDGM0;BOGM0 CTM Page 6 of 10 MS Quote Weld County Government Quote Number:1050482.008 Pricing & Usage Year 2 Product Description - Part Number -- Usage Indicator Usage Start Date Unit of Measure Unit Quantity Net Unit Price (USD) License Quantity Usage Country Extended Amount (USD) Enterprise M365 E3 GCC Unified ShrdSvr ALNG SubsVL MVL PerUsr AAD-34704 Adjustable - Monthly 12 28.73 1,775 United States 611,949.00 Additional Products VisioPlan2GCC ShrdSvr ALNG SubsVL MVL PerUsr P3U-00001 Adjustable - Monthly 12 11.22 52 United States 7,001.28 AudioConfGCC ShrdSvr ALNG SubsVL MVL PerUsr LK3-00001 Adjustable - Monthly 12 3.52 250 United States 10,560.00 AzureprepaymentG ShrdSvr ALNG SubsVL MVL Commit Provision J5U-00004 Adjustable - Monthly 12 0.00 1 United States 0.00 Dyn365ECstmrSrvcGCC ShrdSvr ALNG SubsVL MVL PerUsr NVG-00005 Adjustable - Monthly 12 83.60 2 United States 2,006.40 Dyn365ECstSrvFrmSAGCC ShrdSvr ALNG SubsVL MVL PerUsr NVH-00002 Adjustable - Monthly 12 66.88 18 United States 14,446.08 ExchOnlnArchGCC ShrdSvr ALNG SubsVL MVL PerUsr 4ES-00001 Adjustable - Monthly 12 2.12 125 United States 3,180.00 O365GCCF3 ShrdSvr ALNG SubsVL MVL PerUsr 3KS-00001 Adjustable - Monthly 12 2.71 125 United States 4,065.00 Project PIan3 GCC Shared All Lng Subs VL MVL Per User 7MS-00001 Adjustable - Monthly 12 22.44 23 United States 6,193.44 PwrBIProGCC ShrdSvr ALNG SubsVL MVL PerUsr DDJ-00001 Adjustable - Monthly 12 7.47 204 United States J 18,286.56 Total Year 2 Payment 677,687.76 Invoice Date: 1st Anniversary Date WO;PLSSO;B 10;G0;Y0;R0;TL0;P0;BD0;BL0;BDSL0;BM0;BE0;E0;BV0;BDGM0;BOGM0 CTM Page 7 of 10 MS Quote Weld County Government Quote Number:1050482.008 Pricing & Usage Year 3 Product Description Part Number Usage Indicator Usage Start Date Unit of Measure Unit Quantity Unit Ne(USD)Price License Quantity Usage Country Extended Amount (USD) Enterprise M365 E3 GCC Unified ShrdSvr ALNG SubsVL MVL PerUsr AAD-34704 Adjustable Monthly 12 28.73 1,775 United States 61 1,949.00 Additional Products VisioPlan2GCC ShrdSvr ALNG SubsVL MVL PerUsr P3U-00001 Adjustable - Monthly 12 11.22 52 United States 7,001.28 AudioConfGCC ShrdSvr ALNG SubsVL MVL PerUsr LK3-00001 Adjustable - Monthly 12 3.52 250 United States 10,560.00 AzureprepaymentG ShrdSvr ALNG SubsVL MVL Commit Provision J5U-00004 Adjustable - Monthly 12 0.00 1 United States 0.00 Dyn365ECstmrSrvcGCC ShrdSvr ALNG SubsVL MVL PerUsr NVG-00005 Adjustable - Monthly 12 83.60 2 United States 2,006.40 Dyn365ECstSrvFrmSAGCC ShrdSvr ALNG SubsVL MVL PerUsr NVH-00002 Adjustable - Monthly 12 66.88 18 United States 14,446.08 ExchOnlnArchGCC ShrdSvr ALNG SubsVL MVL PerUsr 4ES-00001 Adjustable - Monthly 12 2.12 125 United States 3,180.00 0365GCCF3 ShrdSvr ALNG SubsVL MVL PerUsr 3KS-00001 Adjustable - Monthly 12 2.71 125 United States 4,065.00 Project PIan3 GCC Shared All Lng Subs VL MVL Per User 7MS-00001 Adjustable - Monthly 12 22.44 23 United States 6,193.44 PwrBIProGCC ShrdSvr ALNG SubsVL MVL PerUsr DDJ-00001 Adjustable - Monthly 12 7.47 204 United States 18,286.56 Total Year 3 Payment 677,687.76 Invoice Date: 2nd Anniversary Date TOTAL SECTION 2 VALUE YEARS 1 - 3 2,033,063.28 TOTAL DEAL VALUE YEARS 1 - 3 2,723,142.96 W0;PLSS0;B10;G0;Y0;R0;TL0;P0;BD0;BL0;BDSL0;BM0;BE0;E0;BV0;BDGM0;BOGM0 CTM Page 8 of 10 MS Quote Weld County Government Quote Number:1050482.008 Future Pricing Enterprise Online Services Product Description i Part Number I Net Unit Price(USD) / Month Future Monthly - Enterprise Online Services AAD-34704 28.73 M365 E3 GCC Unified ShrdSvr ALNG SubsVL MVL PerUsr Additional Products Product Description L Part Number Pricing Information Net Unit True up Price (USD) True -Ups Year 1 - Payment 1 Year 2 - Payment 1 Year 3 - Payment 1 VSProSubMSDN ALNG LicSAPk MVL 77D-00110 886.62 583.38 280.14 ExchgSvrStd ALNG LicSAPk MVL 312-02177 812.10 687.18 562.26 SQLCAL ALNG LicSAPk MVL UsrCAL 359-00960 219.30 185.58 151.86 SQLSvrEntCore ALNG LicSAPk MVL 2Lic CoreLic 7JQ-00341 14,431.44 12,211.20 9,990.96 SQLSvrStd ALNG LicSAPk MVL 228-04437 942.48 797.52 652.56 SQLSvrStdCore ALNG LicSAPk MVL 2Lic CoreLic 7NQ-00302 3,763.50 3,184.50 2,605.50 WinSvrDCCore ALNG LicSAPk MVL 2Lic CoreLic 9EA-00039 808.20 683.88 559.56 Additional Online Products Product Description Part Number Pricing Information Online Services Net Unit Price (USD)/ Month VisioPlan2GCC ShrdSvr ALNG SubsVL MVL PerUsr P3U-00001 11.22 AudioConfGCC ShrdSvr ALNG SubsVL MVL PerUsr LK3-00001 3.52 Dyn365ECstmrSrvcGCC ShrdSvr ALNG SubsVL MVL PerUsr NVG-00005 83.60 ExchOnlnArchGCC ShrdSvr ALNG SubsVL MVL PerUsr 4ES-00001 2.12 O365GCCF3 ShrdSvr ALNG SubsVL MVL PerUsr 3KS-00001 2.71 Project PIan3 GCC Shared All Lng Subs VL MVL Per User 7MS-00001 22.44 PwrBIProGCC ShrdSvr ALNG SubsVL MVL PerUsr DDJ-00001 7.47 W0;PLSS0;B10;G0;Y0;R0;TL0;P0;BD0;BL0;BDSL0:BM0;BE0;E0;BV0;BDGM0;BOGM0 CTM Page 9 of 10 MS Quote Weld County Government Quote Number:1050482.008 Product Notes Vote 1: If the payment structure is changed, the list price may not reflect the actual list price but may be updated to reflect the payment structure chosen. Vote 2: Purchase Orders should include taxes where applicable. Note 3: For Monthly Subscription Licenses, including Online Services, Total Extended Amount will be calculated to reflect Monthly Net Unit Price multiplied by Months Remaining multiplied by License Quantity. If the Usage Date changes to a later date which impacts Months Remaining, this Extended Amount will be used to reflect this proration for any month invoiced after the 15th of that month. The Usage Start Date only applies to the initial Pricing and Usage period. Subsequent Pricing and Usage periods align to continue coverage until the end of the subscription term. Note 4: Future Monthly Subscription pricing is expressed in monthly terms to support pro -ration of months remaining in the Enrollment based on usage date of order. Online Services must be ordered prior to deployment, except where permitted through License Reservation for those Online Services eligible for the true -up or annual order process. Note 5: For on -premises Subscription Licenses, true -up order must reflect the correct Usage Date when incremental Product quantity was first used or Qualified Devices/Users (if applicable) were added. Terms and Conditions The Channel Price Sheet is confidential between the licensing Microsoft affiliate and the Channel Partner. DO NOT forward the Channel Price Sheet document to the end -customer. Unless otherwise indicated on the Channel Price Sheet and in a signed customer amendment, Microsoft will invoice Reseller in 3 equal annual installments. The first installment will be invoiced upon acceptance of the Enrollment, and thereafter on the anniversary of the Enrollment. PLEASE NOTE: At the start of each term of an Enrollment, price levels are established for that term based upon terms in the applicable Agreement and Enrollment. For Direct Enrollments, final pricing is established by the licensing Microsoft affiliate based on the applicable price levels and other factors. For Indirect Enrollments, final pricing is established by the Customer's reseller based on the applicable price levels and other factors. Therefore, Customers should not expect to receive the same pricing across different Enrollments, particularly when the Enrollments are under different channel models (Direct and Indirect). If an Affiliate is not included under this Enrollment, but signs a separate Enrollment, that Affiliate may be subject to pricing other than what has been established in this Enrollment. While the payment on an initial order and any order for Online Services may be spread annually across the term of the Enrollment, any subsequent additional product and true -up orders for License & Software Assurance are invoiced in total unless otherwise specified. After a Customer with on -premises Product Licenses transitions to Online Services, the Customer may, at Customer's option transition back to their original Product Licenses. If you wish to transition back to your on -premises Product License, please contact your Account Manager, License Advisor, or Reseller for assistance. W0;PLSS0;B10;G0;Y0;R0;TL0;P0;BD0;BL0;BDSL0,BM0;BE0;EUV0;BDGM0;BOGM0 CTM Page 10 of 10 MS Quote Microsoft Volume Licensing Previous Enrollment(s)/Agreement(s) Form Entity Name: Weld County Government 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 Enrollments) 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 En rollment/Agreement/ Purchasing Account/Affiliate Registration Public Customer Number Transfer Transfer SA Benefit MSDN Contact Subscribers Standard Enrollment 56916488 X X PrevEnragrForm(1NV1)(ENG)(Oct2019) Page 1 of t Document X20-12873 Weld County Government EA RNWL 5-0000006647107 1050482.008 Final Audit Report 2021-03-18 Created: 2021-03-18 By: ckrogh@insight.com Status: Signed Transaction ID: CBJCHBCAABAA1 GM16T-7sTg1 Ptivhw6ssDnskURXWBxJ "Weld County Government EA RNWL 5-0000006647107 10504 82.008" History till Document created by ckrogh@insight.com 2021-03-18 - 5:37:10 PM GMT- IP address: 50.18.172.16 1-1 Document emailed to Lisanne Steinheiser (lisanne.steinheiser@insight.com) for signature 2021-03-18 - 5:39:37 PM GMT in Email viewed by Lisanne Steinheiser (lisanne.steinheiser@insight.com) 2021-03-18 - 5:41:25 PM GMT- IP address: 198.187.200.254 Cd© Document e -signed by Lisanne Steinheiser (lisanne.steinheiser@insight.com) Signature Date: 2021-03-18 - 5:41:36 PM GMT - Time Source: server- IP address: 198.187.200.254 Q Agreement completed. 2021-03-18 - 5:41:36 PM GMT Adobe Sign r New Contract Request tity Info Entity Name* MICROSOFT CORPORATION tity ID* )0011416 Contract Name 2021 MICROSOFT ENTERPRISE ENROLLMENT PROGRAM SIGNATURE FORM Contract Stares CTB REVIEW Contract ID 4554 Contract Lead* Ibis ONDER ❑ New Entity? Parent Contract ID 1 590 Requires Board Approval Contract Lead Email Department Project ft nwonder@co.weld.co.us Contract Description* MICROSOFT ENTERPRISE ENROLLMENT AGREEMENT 01E73376 ADMENDMENT FOR ANNUAL ADJUSTMENT OF QUANTITY AND LICENSE TYPES. REFERENCE CONTRACT 2015-1590/1724. Contract Description 2 IT CONTACT: SAM PENN; TERMS APRIL 2021 - MARCH 2022 Contract Type AGREEMENT Amount* $ 0.00 Renewable* YES Automatic Renewal NO Department INFORMATION I ECHNOLOGY-GIS Department Email CM - I nformationTech nologyGI S@ weldgov.com Department Head Email CM - I nformat ionTech nologyGI S - De pt;H e.ad ewe i d g ov. co m County Attorney GENERAL COUNTY ATTORNEY EMAIL County Attorney Email CM - CO U NTYATTORN EY@IAlELDG OV.COM If this is a renewal enter previous Contract ID 1 '24 If this is part of a MSA enter MSA Contract ID 1590 Requested BCCC Agenda Date* 03,15;2021 Due Date 03;11/2021 Will a work session with BOCC be required?* NO Does Contract require Purchasing Dept. to be included? no Note: the Previous Contract Number and Master Services Agreement Number should be left flank if those contracts are not in On Base Contract Dates Effecwoe Date 04/01/2021 Review Date* 11/01/2021 Termination !Notice Period Committed Delivery Elate Contact Information Contact Info Contact Name Purchasing Purchasing Approver CONSENT Approval Process Department Head RYAN ROSE DH Appr 03/10/2021 Final Approval 6OCC Approved BOCC Signed Date C Agenda Date 03!1712021 Originator tvWONDER Renewal Date 03/31/2022 Expiration Date Contact Type Contact Email Contact Phone 1 Contact Phone 2 Finance Approver CONSENT Purchasing Approved Date 03/10/2021 Legal Counsel CONSENT Finance Approved Date Legal Counsel Approved Date 03/10/2021 O.3/10/2021 Tyler Ref # AC 031 721 r. <<44, 0/416tGYM.bSiffrMt9Mi?^%itarSy+wVess.•Ynmw..-.+m.r.,, ,.ct.rT....w...nw.�r.rr�n ASSA OUNf TI Y LE: E "' :'s RT E T° BOAR OF CO PASS T' 1 S I E R REI E 2019 Microsoft Program Signature Form Information Technology PERSON REQUESTING: Ryan Rose ;Sai.TEA 4/24/2019 Brief description of the problem/issue: Since April of 2015 geld County has been procuring all licenses from Microsoft through an Enterprise Enrollment Agreement. These agreements are valid for three-year increments and are renewed annually to allow for adjustment to the quantity and type of licenses. To complete our acknowledgement of the updated agreement we must adjust the total number of licenses procured to match the number of current ernpIoyees utilizing them. The attached Program Signature Form requires a signature in order to update our annual license count by the amount listed. This form has been reviewed by Bob Choate and is ready for signature. hat Mims exist for the ar e cons quences9 pacts9 c o t 9 eto® f ptlo ): Signature of the form is a finalization of the agreement to continue to utilize the Microsoft licenses added for our updated employee count in 204 9. Recommendation Weld County IT recommends that the Hoard grant approval for the Chair to sign the attached Program Signature Form updating our total license count to match our current utilization. Sean P. Conway Mike Freeman, Pro-Tem Scott K. Janes Barbara Kirkmeyer, Chair Steve Moreno Approve Schedule Recommendation Work Session rot PG:0,, C� Other/Comments: cy?. DAC- / er9 27:1;0&0(3 Program Signature Form MBA/MBSA number Agreement number 01E73376 Jume )siro i _ 298309 Note: Enter the applicable active numbers associated with the documents below. Microsoft requires the associated active number he indicated here, or listed below as new. For the purposes of this form, "Customer'} can mean the signing entity, Enrolled Affiliate, Government Partner, institution, or other party entering into a volume licensing program agreement. This signature form and all contract documents identified in the table below are entered into between the Customer and the Microsoft Affiliate signing, as of the effective date identified below. Number or Code Contract Document Choose A • Choose Agreement} _ house A • rernent Choose A+�reement� ��hoose EnrollrnentlF�e�istrati r'fA.;,.., . ,. house Enrollrer�tl�egistrat�on choose Enrollmer�t�'Pegistration� �h�ose Enroliment��er�strat�on> 539 (56916488) ATCIen nt to Contract [3ocun eras By signing below, Customer and the Microsoft Affiliate agree that both parties (1) have received, read and understand the above contract documents, including any websites or documents incorporated by reference and any amendments and (2) agree to be bound by the terms of all such documents. Name of Entity (must be( I gat entity name)* weld County GovernmentSi nature* o Printed First and Last Name* Mike Freeman Printed Title Chair, Pro -Teri, Board of Weld County Commissioners Signature gate* 'JUN 0 2019 Tax ID tit-- 0p 11 indicates required field ProgramSigriFo (MSSign)(NA,LatAm) eRA.,MLI(ENG)(Aug2O14) Page 1 of 2 Microsoft Affiliate Signature Printed First and Last Name Printed Title Signature Cate (date Microsoft Affiliate untersigns) Micros° Do,0 rati 4fr ��a i i a � SNP w qttetWSCit.gr. Micros •ft Corporation APR 1 7 2019 Agreement Effective Date (malt be different than Microsoft's signature date) �S2 Duly Authorized on behalf of Microsoft Corporation Optional 2nd Customer signature or Outsourcer signature (if applicable) Customer Name of Entity (must be legal entity name)* Signature* Printed Fiat and Last Name* Mike Freeman Printed Tide Chair Pro-Tem, Board of Weld County Comissioners Signature Date 2019 indicates required field. .,-_‘?„---• .',Ig is ; — .. I Outsourcer Name of Entity (must be legal entity name)* Signature" Printed First and Last Name* Printed Title Signature Date' indicates required field If Customer requires physical media, additional contacts, or is reporting multiple previous Enrollments, include the appropriate form(s) with this signature form° after this signature form is signed by the Customer, send it and the Contract Documents to Customer's channel partner or Microsoft account manager, who must submit there to the following address. When the signature form is fully executed by Microsoft, Customer will receive a confirmation copy. �nl :3114.441 afe.Z .$ Microsoft Corporation Dept. 551, Volume Licensing 5100 Neil Road, Suite 2'10 Reno, Nevada 89511-1137 USA rogra ignForm( SSign)( A, atArn) aMLl(ENG)(Aug20 4) Page 2 of 2 ore2o75--s/ Amendment to Contract Documents Enrollment dumber 569164$5 a o e L en • 29009 This amendment ("Amendment") 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 Mid -Term Product Selection Form Amendment ID M539 The parties agree that the Enrollment is amended as follows: Step 1. Enter all fields in the table below (Required). Qualified Devices Qualified Users Enterprise Product Platform Licensing Model Profile Enterprise 1555 1660 Yes User Choose One Choose One Choose One Choose One Choose One Choose One Step 2. Select the Products and Quantities Enrolled Affiliate is adding to its Enrollment. Quantity may not include any Licenses which Enrolled Affiliate has selected for optional future use, or to which it is transitioning or stepping -up within Enrollment term. Enterprise Products Quantity Quantity Quantity Quantity Microsoft 365 Microsoft 365 E3 U SL Microsoft 365 E3 Add-on Microsoft 365 E5 U SL Microsoft 365 E5 Add-on Office Professional Plus Office Professional Plus Office 365 ProPlus AmendmentApp v4.0 M539 PLSS Page 1 of 3 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: Core CAL or Enterprise CAL Bridge for Office 365 Bridge for Enterprise Mobility Suite _ Windows Desktop Windows 10 Enterprise E3 and LTSB Upgrade per Device <Choose One> <Choose One <Choose One <Choose One> Windows 10 Enterprise E5 per Device SL Windows 10 Enterprise E3 per User SL Windows 10 Enterprise E3 per User Add-on SL Windows 10 Enterprise E5 per User SL Windows 10 Enterprise E5 per User Add-on SL Windows 10 Enterprise E5 per Device Add-on SL Windows VDA Windows VDA per User SL Microsoft Intune Microsoft Intune USL Enterprise Mobility + Security Enterprise Mobility + Security E3 USL 65 Enterprise Mobility + Security E3 Add-on Enterprise Mobility + Security E5 USL AmendmentApp v4.0 M539 PLSS Page 2 of 3 Enterprise Mobility + Security E5 Add-on Notes: 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. Unless otherwise indicated in the associated Agreement documents, the CAL selection must be same across the Enterprise for each Profile. Except for changes made by this Amendment, the Enrollment or Agreement identified above remains unchanged and in full force and effect. If there is any conflict between any provision in this Amendment and any provision in the Enrollment or Agreement identified above, this Amendment shall control. This Amendment must be attached to a signature form to be valid. Microsoft Internal Use Only: (M539)EnrAmend(Mid- M539 PLSS Term 2019)(IU).docx ProductSelectionForm)(WW)(ENG)(Mar I. AmendmentApp v4.0 M539 PLSS Page 3of3 iDato 77 1 BOARD OF COUNTY COMMISSIONERS PASS -AROUND REVIEW RE: Microsoft Program Signature Form Amendment DEPARTMENT: Information Technology PERSON REQUESTING: Ryan Rose DATE: �/avr.: Brief description of the problem/issue: In March, the Weld County Commissioners authorized the renewal of the Microsoft Enterprise Agreement. Microsoft has updated their processes to include an Amendment covering Microsoft Online Services Criminal Justice Information Services (CJIS). To ensure that alignment with Criminal Justice Information Services compliance expectations Weld County needs to sign the attached Program Signature Form with Amendment. This document has been reviewed by Bob Choate and is ready for signature. What options exist for the Board? (Include consequences, impacts, costs, etc. of options) Grant authorization for the Chair to sign the form. If the form is not signed and filed Weld County could be viewed as non -compliant during subsequent CJIS audits. Recommendation: Weld County IT recommends that the Board grant approval for the Chair to sign the attached Program Signature Form with Amendment. Sean P. Conway Julie Cozad Mike Freeman Barbara Kirkmeyer, Pro-Tem Steve Moreno, Chair Approve Recommendation Schedule Work Session Other/Comments: ct:afr-ed-ac_ti) q_ i7-lg ofrie Act° rsos o,3 Microsoft Volume Licensing Program Signature Form MBA/MBSA number Agreement number 01E73376 000-dbeale-S-509 Note: Enter the applicable active numbers associated with the documents below. Microsoft requires the associated active number be indicated here, or listed below as new. For the purposes of this form, "Customer" can mean the signing entity, Enrolled Affiliate, Government Partner, Institution, or other party entering into a volume licensing program agreement. This signature form and all contract documents identified in the table below are entered into between the Customer and the Microsoft Affiliate signing, as of the effective date identified below. Contract Document Number or Code <Choose Agreement> Document Number or Code <Choose Agreement> Document Number or Code <Choose Agreement> Document Number or Code <Choose Agreement> Document Number or Code <Choose Agreement> Document Number or Code <Choose Enrollment/Registration> Document Number or Code <Choose Enrollment/Registration> Document Number or Code <Choose Enrollment/Registration> Document Number or Code <Choose Enrollment/Registration> Document Number or Code <Choose Enrollment/Registration> Document Number or Code Amendment to Contract Documents CTM-CTC-ENR (56916488) Document Description Document Number or Code Document Description Document Number or Code Document Description Document Number or Code Document Description Document Number or Code By signing below, Customer and the Microsoft Affiliate agree that both parties (1) have received, read and understand the above contract documents, including any websites or documents incorporated by reference and any amendments and (2) agree to be bound by the terms of all such documents. Customer Name of Entity Signature* e legal ename)* Weld County Government 7 Printed First and Last Name* Steve Moreno Printed Title Chair, Board of Weld County Commissioners Signature Date* SEP 7 2018 Tax ID 84-6000-813 "indicates required field ProgramSignForm(MSSign)(NA,LatAm)ExBRA,MLI(ENG)(Aug2014) Page 1 of 2 ao/5-- i590 Microsoft Affiliate Signature Microsoft Corpo r Le.CS Li C- Printed First and Last Name Printed Title Signature Date (date Microsoft Affitlate countersigns) r Agreement Effective Date (may be different than Microsoft's signature date) 111 MiCTOSOft ApaosoR.Cotporatlo4 AUG 0 2 2018 Chelsea White Duly Authorized on behalf of "Matson Corporation - - a a Optional 2"° Customer signature or Outsourcor signature (If applicable) Customer Name of Entity (must be legal entity name)' Signature` Printed First and Lest Name* Printed Title Signature Date` " indicates required field Outsourcer Name of Entity (must be legal entity name)' Signature` Printed First and Last Name" Printed Title Signature Date` indicates required field If Customer requires physical media, additional contacts, or is reporting multiple previous Enrollments, include the appropriate fornn(s) with this signature form. After this signature form is signed by the Customer, send it and the Contract Documents to Customer's channel partner or Microsoft account manager, who must submit them to the following address. When the signature form is fully executed by Microsoft, Customer will receive a confirmation copy. Microsoft Corporation Dept. 551, Volume Licensing 6100 Neil Road, Suite 210 Reno, Nevada 89511-1137 USA ProgramSignForm(MSSIgn)(NA,LatAm)Ex8RA,Ml1(ENG)(Aug2014) Page 2 of 2 Microsoft Volume Licensing Amendment to Contract Documents Enrollment Number 56916488 I 1 000-dbeale-S-509 1 This amendment ("Amendment") 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 Microsoft Online Services Criminal Justice Information Services (CJIS) Amendment for Office 365 Services, for use only by Enrolled Affiliates in Colorado Amendment ID CTM This Microsoft Online Services Criminal Justice Information Services (CJIS) Amendment for Office 365 Services ("Amendment") is entered into between the customer entity ("Enrolled Affiliate") and the Microsoft entity ("Microsoft") identified on the signature form for the Enrollment amended hereby ("Enrollment"), under which Enrolled Affiliate has purchased Covered Services (as defined below), and whose use of the Covered Services is subject to CJIS Policy. The parties agree that the Amendment supplements the Enrollment and applies to only the Covered Services Enrolled Affiliate buys under the Enrollment. Defined Terms. The following definitions are used in this Amendment: "CJIS Policy" means the Federal Bureau of Investigation (FBI) Criminal Justice Information Services (CJIS) Security Policy that is in effect as of the effective date of the Enrollment related to this Agreement and any successor versions brought into effect by the FBI during the term of the Enrollment, but excluding draft versions of CJIS Policy, versions of CJIS Policy released for comment or review and similar proposed policy versions that may be released by the FBI but not finally adopted.. "CJIS Security Addendum" means the CJIS Security Addendum included in Appendix H to the CJIS Policy. "Continental United States" means the area of the United States of America comprising the 48 states that are south of Canada and north of Mexico (known as the lower 48 states) and the state of Alaska. "Criminal Justice Information" (CJI) is defined in the CJIS Policy. For clarity, Customer Data collected by criminal justice agencies that are needed for the performance of their functions will, to the extent it is stored and processed by Enrolled Affiliate in the Covered Services, be treated as if such Customer Data is CJIS for purposes of this Amendment, provided that Enrolled Affiliate shall not use CJI in Azure Active Directory and Customer Data in Azure Active Directory will not be treated as CJI. "Covered Services" means each of the following: (1) Each of the following Office 365 -branded services: Exchange Online, SharePoint Online, Exchange Online Archiving, and Office Web Apps when delivered as part of Office 365 Government Plans E1 (formerly G1), E2 (formerly G2), E3 (formerly G3), E4 (formerly G4), K1, K2) or as standalone Government Community Cloud plans. Without limitation, Covered Services do not include Office 365 ProPlus, Lync Online or other Office 365 -branded or separately branded Online Services; and/or AmendmentApp v4.0 CTM-CTC-ENR BD Page 1 of 9 (2) Each of the Azure Government -branded services listed as being in the scope of the CJIS Policy at Mr) //azure microsoft corn/en-us/support/trust-center/services, and/or (3) Each of the CRM Online Government -branded services described at http //go microsoft com/fwlink0LinkID=523874, which covers the Microsoft Dynamics CRM Online services provisioned for eligible government community cloud entities, excluding (a) Microsoft Dynamics CRM for supported devices, which includes but is not limited to Microsoft Dynamics CRM Online services for tablets and/or smartphones, and (b) all separately -branded services made independently available with or in addition to CRM Online Government Microsoft may, from time to time, add new Covered Services, in which case Microsoft will work in good faith with CSA and Enrolled Affiliate to amend both CSA's separate agreement with Microsoft and this Enrollment to add such new Covered Services In that case, CSA's agreement with Microsoft must be amended before the Enrollment will be amended "CSA" means the CJIS Systems Agency (as that term is defined in the CJIS Policy) for the State, which is the Colorado Bureau of Information "End User" means an individual that accesses the Covered Services "Key Microsoft Personnel" means Microsoft's Representatives who engage in the delivery of Covered Services and who have physical or logical access to unencrypted CJI "Security Incident" means any (a) unlawful or unauthorized access to any Covered Enrolled Affiliate Data stored on Microsoft's equipment or in Microsoft's facilities, resulting in loss, disclosure, or alteration of Covered Enrolled Affiliate Data, or (b) unlawful or unauthorized access to such facilities or equipment, resulting in loss, disclosure, or alteration of 'Covered Enrolled Affiliate Data , "Representative" means one of Microsoft's employees, contractors, advisors, consultants, or Affiliates "State" means the State of Colorado Capitalized terms used but not defined in this Amendment will have the meanings provided in the Agreement, Enrollment or, if not defined in the Enrollment, in the CJIS Policy 1 CJIS Secunty Addendum Microsoft will support Enrolled Affiliate's compliance with the CJIS Policy by executing an agreement with the CSA containing the CJIS Security Addendum and by delivering an executed CJIS Security Addendum Certification to the CSA Without limiting the other provisions of this Amendment, Attachment 1 describes how Microsoft and Enrolled Affiliate will fulfill certain of their respective obligations under the CJIS Policy 2 Enrolled Affiliate Responsibilities 2 1 Enrolled Affiliate is responsible to ensure that the CJIS Security Addendum has been signed by the CSA, that the CSA has approved Enrolled Affiliate's use of the Covered Services to store or process CJI, and that any other prerequisites established or required by either Enrolled Affiliate or the CSA are fulfilled prior to introducing CJI into the Covered Services 2 2 Enrolled Affiliate acknowledges that the Covered Services ordered by Enrolled Affiliate under the Enrollment enable End Users optionally to access and use a vanety of additional resources, applications, or services that are (a) provided by third parties, or (b) provided by Microsoft subject to their own terms of use or privacy policies (collectively, for convenience, "add-ons"), as described in services documentation and/or in the portal through which Enrolled Affiliate's administrator(s) will manage and configure the Covered Services 2 3 Enrolled Affiliate is responsible to review Office 365 services documentation (including Covered Services implementation reference document(s), configure the services, and adopt and implement such policies and practices for its End Users' use of Covered Services, together with any add-ons, as Enrolled Affiliate determines are appropriate in order for Enrolled Affiliate to comply with the CJIS Policy or other legal or AmendmentApo v4 0 CTM CTC-ENR BD Page 2 of 9 regulatory requirements applicable to Enrolled Affiliate and not generally applicable to Microsoft as an IT service provider Enrolled Affiliate is responsible to determine how it can use the Covered Services in a manner compliant with the CJIS Policy, whether it can appropriately use any other services or products offered with the Covered Services, and to adopt and implement policies and practices for appropriate use of the Covered Services, and use (or non-use) of other services or products offered with the Covered Services, to achieve such compliance 2 4 Enrolled Affiliate acknowledges that only Covered Services will be delivered subject to the terms of this Amendment and the CJIS Security Addendum executed with the CSA Processing and storage of CJI in other services is not supported Without limiting the foregoing, data that Enrolled Affiliate elects to provide to the Microsoft technical support organization, if any, or data provided by or on behalf of Enrolled Affiliate to Microsoft's billing or commerce systems in connection with purchasing/ordering Covered Services, if any, is not subject to the provisions of this Amendment or the CJIS Addendum 2 5 Microsoft's use of Customer Data for the Covered Services For the Covered Services, Customer Data will be used only to provide Enrolled Affiliate the Covered Services, including purposes compatible with providing those services Microsoft will not use Customer Data or derive information from it for any advertising or similar commercial purposes Microsoft shall not capture, maintain, scan, index, share or use Customer Data stored or transmitted by the Covered Service, or otherwise use any data -mining technology, for any non -authorized activity , The Covered Services will be logically separate from Microsoft's consumer Onhne`Services ;Customer Data, other data in Microsoft's consumer Online Services, and data created by or resulting+from Microsoft's scanning, indexing, or data -mining activities of other such data, will not be commingled unless, expressly approved by Agency in advance,° - r _ ss 2 6 Location of Customer Data at rest Microsoft will provide the Covered Services from data centers in the Continental United States In connection with the Covered Services, Microsoft will store the following Customer Data at rest in data centers only in the Continental United States Office 365 -branded Covered Services (I) Exchange Online mailbox content (e -mad body, calendar entnes, and the content of email attachments), (ii) SharePoint Online site content (not URL) and the files stored within that site, Azure Government -branded Covered Services Customer Data for Azure Services that are Covered Services hereunder' and CRM Online Government -branded Covered Services For entities managed by the Microsoft Dynamics CRM Online Services that are Covered Services hereunder, Covered Entity Data in the application entities 2 7 Compliance with applicable law Microsoft will comply with all applicable laws relevant in the provision of Covered Services to Enrolled Affiliate 2 8 Microsoft's responsibility for Representatives Microsoft Representatives, including subcontractors employed by Microsoft, who have access to CJI, will be within full legal jurisdiction of the United States Microsoft will ensure that all its Representatives comply with all terms and conditions set out in this section Furthermore, Microsoft accepts full liability for all acts or omissions of its Representatives as if they were Microsoft's own acts or omissions 2 9 Third party requests for Customer Data AmendmentApp v4 0 CTM-CTC-ENR BD Page 3 of 9 Microsoft will not voluntanly provide or grant access to Customer Data to any third party, and will not disclose Customer Data to a third party except as directed by Enrolled Affiliate or unless required by law Upon receipt of a third party request for Enrolled Affiliate's Customer Data a) Microsoft will review the demand to determine if it is valid and if Microsoft is required by law to disclose Customer Data Microsoft will only disclose Customer Data when required by a third party request that is issued by a third party with the authority and jurisdiction to compel Microsoft to disclose the requested information and that is targeted at specific individual accounts or users associated with the Covered Service If Microsoft is not required by law to disclose the Customer Data, Microsoft will reject it, b) Unless prohibited by law, Microsoft will notify Enrolled Affiliate of the third party request, c) Even where a third party request is valid and could compel Microsoft to disclose the information, Microsoft will use best efforts to redirect the third party to request the data from Enrolled Affiliate, d) Microsoft will not provide any government or related agency or entity with direct, blanket or unfettered access to Customer Data, e) Microsoft will not provide any government or related agency or entity with (a) the platform encryption keys used to secure Customer Data or (b) the ability to break such encryption, f) Microsoft will not provide any government or related agency or ,entity with broad, unspecific or Indiscnminate access, including indirect access, to Customer Data, and -- g) Microsoft will not provide any government or related agency or entity with any kind of access to Customer Data If Microsoft is„aware that such data is used for other purposes than stated in the respective t search warrant, courto0,0,40 poena, or discovery request -�t s In addition, Microsoft willicomply with Enrolled Affiliate's reasonable requests to respond4to or oppose a third party request if it comes from a governmental entity, and will provide Enrolled Affiliate with the information and tools required for it to respond to such third party request, provided that such information is within Microsoft's reasonable control and with such tools typically made available to other Enrolled Affiliates In support of the above, Microsoft may provide Enrolled'Affiliate's basic contact`information to the third party Enrolled Affiliate is responsible for responding to requests by a third party regarding its use of Covered Services, such as a request to take down content under the Digital Millennium Copyright Act Remainder of page intentionally left blank AmendmentApp v4 0 CTM-CTC-ENR BD Page 4 of 9 Attachment 1—UIS Policy Approach in Covered Services Microsoft agrees to comply with all applicable requirements of the CDS Policy, as set forth in this Amendment and the separate agreement signed by Microsoft and the CSA This Attachment 1 describes how Microsoft and Enrolled Affiliate will fulfill certain of their obligations under the CJIS Policy in delivery and use of the Covered Services A Considerations for Compliance with CRS Security Policy The Covered Services are cloud services operated in a standardized manner with features and processes common across multiple customers As part of Enrolled Affiliate's preparation to use the services for CJI, Enrolled Affiliate should review applicable services documentation, including the CJIS Implementation Guidance document Enrolled Affiliate's compliance with the CJIS Policy will be dependent, in part, on Enrolled Affiliate's configuration of the services, its adoption and implementation of policies and practices for its End Users' use of Covered Services as Enrolled Affiliate determines are appropriate in order for Enrolled Affiliate to comply with the CJIS Policy, and its compliance with authoritative guidance from sources other than Microsoft (e g , NCIC 2000 Operating Manual) To facilitate scalable and effective delivery of the Covered Services to entities in the State that are qualified to purchase and use the Covered Services, such as Enrolled Affiliate, Enrolled Affiliate will rely upon the CSA to discharge certain requirements under the CJIS Policy on its behalf, and Microsoft will engage with the CSA if and as requested by the CSA, as set forth below Microsoft and Enrolled Affiliate have agreed certain requirements of the CJIS Policy will be fulfilled as set forth in the remainder of this section A; with provisions numbered to conform to the section numbering in the CJIS Policy aiS Policy 5 2 Policy Area 2 Security Awareness Training ‘4 —' 1 a ' 1 Microsoft will supplement its existing security training program as required to meet the requirements of Section 5 2 of the CJIS Policy Required training will be deliveredlo,Key Microsoft Personnel within six (6) months of the later of (1) the date Microsoft first enters into an Enrollment in the State (including the Enrollment amended hereby, if it is the first in the State) that is amended to contain the terms contained herein, or (2) the date the } CSA notifies,Microsoft that Key Microsoft Personnel have met the adjudication standards Microsoft will refresh training for Key Microsoft Personnel on at least a biennial basis thereafter Microsoft will maintain training records, which will be available to the CSA upon written request Enrolled Affiliate will be responsible to request copies of training records from CSA if and as necessary 2 CJIS Policy 5 3 Policy Area 3 Incident Response (a) If Microsoft becomes aware of a "Security Incident," Microsoft will promptly (i) notify Enrolled Affiliate of the Security Incident, (ii) investigate the Security Incident and provide Enrolled Affiliate with detailed information about the Security Incident, and (iii) take reasonable steps to mitigate the effects and to minimize any damage resulting from the Security Incident (b) Enrolled Affiliate agrees that (I) An unsuccessful Security Incident will not be subject to notification under this section An unsuccessful Security Incident is one that results in no unlawful or unauthorized access to Customer Data or to any Microsoft equipment or facilities storing Customer Data, and may include, without limitation, pings and other broadcast attacks on firewalls or edge servers, port scans, unsuccessful log -on attempts, denial of service attacks, packet sniffing (or other unauthorized AmendmentApp v4 0 CTM-CTC ENR BD Page 5of9 access to traffic data that does not result in access beyond IP addresses or headers) or similar incidents, and (n) Microsoft's obligation to report or respond to a Security Incident under this Section is not and will not be construed as an acknowledgement by Microsoft of any fault or liability with respect to the Security Incident (c) Notification(s) of Security Incidents will be delivered to one or more of Enrolled Affiliate's administrators by any means Microsoft selects, including via email It is Enrolled Affiliate's sole responsibility to ensure Enrolled Affiliate's administrators maintain accurate contact information on the Online Services portal at all times (d) Compliance with CJIS Policy Incident Response requirements, as detailed in the CJIS Policy, is a joint obligation of Microsoft and Enrolled Affiliate (e) Enrolled Affiliate will notify the CSA of a Secunty Incident if required under applicable requirements in State In the event Microsoft reasonably anticipates that a Security Incident may,require legal action against involved individual(s), or where the Secunty Incident involves either civil or criminal action, Microsoft will conduct its N investigative activities under guidance of legal staff and in accordance with applicable rules of evidence to the extent consistent with the pnmary incident response objectives of contammg,,resolving, and mitigating the impact of a Security Incident to Enrolled Affiliate 3 CRS Policy 5 11 Polior`iiea'1'1 Formal Audits (a) Audits by FBI CIIStivision In the event the FBI CJIS Divisiomdesires to perform an audit of, the Office 365 Services, Microsoft will cooperate with such audit in good faith The FBI may be permitted to access Enrolled Affiliate's Customer Data in scope for the audit If the FBI identifles what It believes to be deficiencies in the Covered Services as a result of an audit, Microsoft is,committed to working in good faith to resolve the FBI's concerns through discussion and interaction between Microsoft, the CSA, and the FBI Should Enrolled Affiliate's participation be required, CSA will coordinate such participation Enrolled Affiliate is committed to working in good faith to assist In this process if and as requested (b) Audits, by Enrolled Affiliate In the event that Enrolled Affiliate desires to audit the Covered Services ,pursuant to the CJIS Policy, Enrolled Affiliate appoints the CSA to act on Enrolled Affiliate's behalf to conduct such audit activities, and Enrolled Affiliate agrees to rely on the CSA for such purposes in full satisfaction of any Enrolled Affiliate right to audit the Covered Services Enrolled Affiliate acknowledges the CSA will exercise this right pursuant to terms and conditions mutually agreed by Microsoft and the CSA The CSA will be provided, upon request, access to detailed audit materials generated by Microsoft's regular monitonng of security, pnvacy, and operational controls in place to afford the CSA an ongoing view into effectiveness of such controls, and the CSA may communicate with Microsoft operational subject matter experts regarding the content of such information In the event the CSA reasonably determines this information is not sufficient for the CSA's or Enrolled Affiliate's audit objectives, then, upon the CSR's written request, Microsoft will provide the CSA or its qualified third party auditor the opportunity to communicate with Microsoft's auditor at the CSA's or Enrolled Affiliate's expense and, if required, a direct right to examine the Covered Services, including examination on premises The CSA or its auditor may only access data belonging to Enrolled Affiliate or other entities in the State that have purchased the Covered Services and rely on the CSA for purposes of audit The Enrolled Affiliate will be responsible for Microsoft's or CSR's reasonable additional costs associated with such examination it appoints the CSA to perform, unless the CSA agrees to pay for such costs on Enrolled Affiliate's behalf AmendmentApp v4 0 CTM-CTC-ENR BD Page 6 of 9 (c) Confidentiality of Audit Materials Audit information provided by Microsoft to the FBI CJIS Division or CSA in connection with audit activities will consist of highly confidential proprietary or trade secret information of Microsoft Microsoft may request reasonable assurances, written or otherwise, that information will be maintained as confidential and/or trade secret pnor to providing such information to Enrolled Affiliate, and Enrolled Affiliate will ensure Microsoft's audit materials, or report(s) created by Enrolled Affiliate based on a CSA audit of the Covered Services, are afforded the highest level of confidentiality available under applicable law 4 CJIS Policy 5 12 Policy Area 12 Personnel Security (a) Enrolled Affiliate appoints the CSA to perform, and will rely upon CSA's completion of, personnel screening (i e , background checks) for Key Microsoft Personnel pursuant to Section 5 12 of the CJIS Policy Enrolled Affiliate is responsible to confirm directly with the CSA that such personnel screening as the CSA or Enrolled Affiliate determines is required has been completed prior to initial processing of CJI in the Covered Services Microsoft will support centralized screening by the CSA on behalf of all agencies or entities in the State that onboard to the Covered Services Adjudication by Enrolled Affiliate or other counties, cities, or other subdivisions or agencies of state government will not be permitted lil The CSA will define adjudication criteria for personnel screening for State (ii) To facilitate personnel screening by the CSA, Microsoft will deliver to the CSA relevant information regarding Key Microsoft Personnel (iii) It is not anticipated that the CSA will deliver to Enrolled Affiliate confidential personal information pertaining to Key Microsoft Personnel However, if Enrolled Affiliate receives such confidential personal information„ it will be afforded the highest level of confidentiality available under ,-z, , , , applicable laws , I , ' ` ' - ' If Enrolled Affiliate elects toi obtain services from Microsoft irr,addition to the Covered Services (e g consulting services in connection with Enrolled Affiliates' migration and onboarding to the Covered Services), such personnel will not be included`in scope fo'r personnel screening by the CSA unless separately agreed by Enrolled Affiliate, the CSA, and Microsoft (b) In the event that the FBI Advisory Policy Board establishes a policy authorizing the CSA to accept personnel results from another criminal justice entity, the CSA may optionally accept external clearance results in Iieu,otC5A-conducted screening Enrolled Affiliate will abide by the CSA's approval of personnel screening "being conducted in this manner 5 CJIS Policy Section 5 10 Policy Area 5 10 15 Cloud Computing a) Microsoft uses Covered Enrolled Affiliate Data as set forth in Section 2 5 of this Amendment ("Microsoft's use of Customer Data for the Covered Services") and the Enrollment for provision of the Covered Services 6 CJIS Policy Section 5 1 Policy Area 5 11 2 State and Federal Agency User Agreements If in order to facilitate FBI penetration testing required under Enrolled Affiliate's user agreement, Enrolled Affiliate (or CSA, on its behalf) determines it requires penetration testing information related to the Covered Services, Enrolled Affiliate (or CSA) will rely on the following Microsoft processes and information a) For Office 365 -branded and CRM Online Government -branded Covered Services, Microsoft shall design, test and operate the Covered Services to ensure they are free of common security vulnerabilities Microsoft shall regularly conduct penetration testing to evaluate the security controls at the application (e g Exchange Online, SharePoint Online), platform (Azure Government services), AmendmentApp v4 0 CTM-CTC-ENR BD Page 7 of 9 host, and networks layers used to provide the Services Microsoft shall take commercially reasonable steps to remediate significant weaknesses discovered Assessment of penetration testing will be done by independent third party auditors and included in the scope of audit relevant to Enrolled Affiliate's service certification or accreditation b) Azure Covered Services Additionally, Microsoft has established a policy for Azure Government customers to carry out authorized penetration testing only on their applications hosted in Azure Government Because such testing can be indistinguishable from a real attack, it is critical that customers conduct such penetration testing only after obtaining approval in advance from Azure Customer Support Penetration testing must be conducted in accordance with Microsoft's terms and conditions Requests for penetration testing should be submitted with a minimum of 7 -day advanced notice To learn more or to initiate penetration testing, please download the Penetration Testing Approval Form at http //download microsoft com/download/C/A/1/CA1E438E-CE2F-4659-B1C9- C81491713683/Penetration%20Test%20QueMionnaire docx, and then contact Azure Customer Support B NCIC 2000 Operating Manual Enrolled Affiliate acknowledges and affirms that the current NCIC 2000 Operating Manual consists of guidance and/or requirements for Enrolled Affiliate's use of the Covered Services In the event Enrolled Affiliate determines the NCIC 2000 Operating Manual imposes obligations with respect to the Covered Services that can, in Enrolled Affiliate's opinion, only be satisfied via changes in the manner in which the Covered Services are operated or delivered to Enrolled Affiliate, Enrolled Affiliate may request that the CSA provide Microsoft with written notification of the specific changes it believes to he required of Microsoft In order to enable Enrolled Affiliate's compliance with the NCIC 2000 Operating Manual, and Microsoft agrees to consider any such request(s) relayed to Microsoft by the CSA in good faith C Notices Any notices in connection with the Covered Services will be delivered to Enrolled Affiliate by Microsoft Enrolled Affiliate will determine whether these or any other notices regarding the Covered Services are required to be delivered to the FBI, CJIS Division, as contemplated in Section 6 05 of the FBI CIIS Security Addendum and, if required, deliver such notices D Termination Should CSA determine that Microsoft is in material breach of CSA's agreement with Microsoft, titled "CMS Vendor Agreement, GIS Computer Systems" and if such breach is either incurable or not cured within 30 days following the determination of such breach, then Microsoft will allow Enrolled Affiliate to terminate its Enrollment For up to 90 days following such termination, Enrolled Affiliate may extract its Customer Data from the Covered Services, subject to the other terms and conditions of the Agreement and Enrollment amended hereby AmendmentApp v4 0 CTM-CTC-ENR BD Page 8 of 9 Except for changes made by this Amendment, the Enrollment or Agreement identified above remains unchanged and in full force and effect. If there is any conflict between any provision in this Amendment and any provision in the Enrollment or Agreement identified above, this Amendment shall control. This Amendment must be attached to a signature form to be valid. Microsoft Internal Use Only: _ CTM CTM-CTC-ENR BD CO CJIS Enrollment Amendment (CTM).docx AmendmentApp v4. Q CTM-CTC-ENR BD Page 9of9 BOARD OF COUNTY COMMISSIONERS PASS -AROUND REVIEW RE: Microsoft Program Signature Form DATE: March 5th, 2018 DEPARTMENT: Information Technology PERSON REQUESTING: Ryan Rose t rief description of the proble3 s /issue: Since April lst of 2015 weld County has been procuring all licenses from Microsoft through what is termed an Enterprise Enrollment. These agreements are only valid for three-year increments and need to be renewed to allow us the ability to procure and utilize Microsoft licenses. Weld County uses these licenses to provide weld County with Email, Office Products (Ward, Excel, PowerPoint, etc), Microsoft Windows, Data Center licenses, and SQL database licenses. Included within the 2018 approved weld County budget is a line item identifying approximately $550,000.00 in license costs for Microsoft which will allow us to maintain and expand upon our utilization of Microsoft resources. In order to continue our use of these resources we need to complete the attached Program Signature Form., which has been reviewed by Frank Haug and is ready for signature. wh . t options exist for the oard? (Include consequences, impacts, costs, etc. of options) Grant authorization for the Chair to sign the form. Recommendation: Weld County IT recommends that the E3oard grant approval for the Chair to sign the attached contract which will allow weld County to continue with, and further expand our utilization of Microsoft resources. Approve Recommendation Sean P. Conway Julie Cozad Mike Freeman Barbara Kirkmeyer, Pro-Tem Steve Moreno, Chair g Schedule ,work Session Other/Comments: ow/54510 Microsoft Volume Licensing Program Signature Form MBAIMBSA number Agreement number 01E73376 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 farm, 'Customer" can mean the signing entity, Enrolled Affiliate, Government Partner, Institution, or other party entering into a volume licensing prograrn agreement. This signature form and all contract documents identified in the table below are entered into between the Customer and the Microsoft. Affiliate Si } ' as of the effective data identified below. e Iit;t :ryty. v Product SetectionNFo xzo-tom _ 6A1,05, 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. re Name of Entity ( Signature* • p r y Y CLIStorTlcr be legal entity name)* Weld County Government norte0Rm-t47" Printed First and Last Name* Steve Moreno Printed Title Chair, Board of Weld County Commissioners Signature Date* MAR 1 9 2010 Tax ID 84-6000-813 Federal ID * indicates required fief nvuounnarar Microsoft Affiliate Signature Printed First and Last Name Printed Title Signature Date (date Microsoft Affiliate countersigns) Mtiss. Agreement Effective Date (may be different than Microsoft's signature date) ,M,.,..l....•SA..� ~ Microsoft C'�t3rporatlorf I FEB 2 6 2018 Shirley Snyder —C3ply A d;vntrphsklf caf tor orolk:tt ProgramSignForm(MSSign)(CIA,LatAm)ExBRA,MLI(ENG)(Aug2014) ,,ter e,«0 ; Pag© 1 of 2 /ao Optional rd Customer signature or Outsourcer signature (if applicable) Name of Entity (must be legal entity name)* Signature" Printed First and Last Name* Printed Title Signature Date' * indicates required field * indicates required field If Customer requires physical media, additional contacts, or is reporting multiple previous Enrollments, include the appropriate form(s) with this signature form. After this signature form is signed by the Customer, send it and the Contract Documents to Customer's channel partner or Microsoft account manager, who must submit them to the following address. When the signature form is fully executed by Microsoft, Customer will receive a confirmation copy. Microsoft Corporation Dept. 551, Volume Licensing 8100 Neil Road, Suite 210 Reno, Nevada 89511-1137 USA ProgramSignForm(MSSign)(NA,LatAm)ExBRA,MLI(ENG)(Aug2D14) Page 2 of 2 Microsoft Enterprise Enrollment Enterprise Enrollment number (Microsoft to complete) Previous Enrollment number (Reseller to complete) Volume Licensing State and Local Framework 1D (if applicable) ea This Microsoft Enterprise Enrollment is entered into between the entitiens identified in the signature form as of the effective date_ Enrolled Affiliate represents and warrants it is th 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 tie Enterprise Agreement identified on the signature fora, (3) the Product Selection Form, (4) the Product Terms, (5) the Online Services Terms, (6) any Supplemental Contact Information Form, Prfvious AgitementiEnrollment form, and other forms that may be required, and (7) any order submitted under this Enrollments This Enrollment may only be entered into under a 2011 ter later Enterprise Agreement, .By entering into this Enrollment, Enrolled Affiliate agrees to be bound by the terms and conditions of the Enterprise Agreement, Ail terms used but not defined are located at Dt,hoti/ v/my r r 's f i rsirflnt ; In the event of any conflict the terms of this Agreement control. . ......... Effective date, If Enrolled Affiliate is renewing Software Assurance Or Subscription Licenses from one or more previous Enrollments or agreements, then the effective date will be the day after the first prior Enrollment or agreement expires or terminates. If this Enrollment is renewed, the effective date of the renewal terra will be tlhe day after the Expiration Date of the initial term, Otherwise, the effective date will be the date this Enrollment is "accepted by Microsoft. Any reference to "anniversary date" refers to the anniversary of the effective date of the applicable initial or renewal term for each year this Enrollment is in effect. Term. The initial terra of this Enrollment will expire on the last day of the month, 36 full calendar months from the effective date of the initial terra. The renewal terra will expire 36 full calendar months after the effective date of the renewal term. .z Terms used but not defined in this Enrollment will have the definition in the Enterprise Agreement. The fallowing 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 Carnmunity 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. EA2010EnrGov(US)SLG(ENG)(Nov2016) Page 1 of 10 Document X20-10634 Membership in the Community is ultimately at Microsoft's discretion, which may vary by Government Community Cloud Service. "Enterprise Online Service" means any Online Service designated as an Enterprise Online Service in the Product Terms and chosen by Enrolled Affiliate under this Enrollment. Enterprise Online Services are treated as Online Services, except as noted. "Enterprise Product" means any Desktop Platform Product that Microsoft designates as an Enterprise Product in the Product Terms and chosen by Enrolled Affiliate under this Enrollment. Enterprise Products must be licensed for all Qualified Devices and Qualified Users on an Enterprise -wide basis under this program. "Expiration Date" means the date upon which the Enrollment expires. "Federal Agency" means a bureau, office, agency, department or other entity of the United States Government. "Government" means a Federal Agency, 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 (NISI) 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 ibt useable in its deployed configuration as a general purpose personal computing device (such as a personal computer), a multi -function server, or a commercially viable substitute for one of these systems; and (2) only employs an industry or task -specific software program (e.g. a computer -aided design program used by an architect or a point of sale program) ("Industry Program"). The device may include features and functions derived from Microsoft software or third -party software. If the device performs desktop functions (such as email, word processing, spreadsheets, database, network or Internet browsing', 'or scheduling, or personal finance), then the desktop functions: (1) may only be used for the purpose of supporting the Industry Program functionality; and (2yrnust 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 virtualoperating system environment), or (2) a device used to access a virtual desktop infrastructure ("VDI"). Qualified Devices do not include any device that is: (1) designated as a server and not used as a personal computer, (2) an Industry Device, or (3) not a Managed Device. At its option, the Enrolled Affiliate may designate any device excluded above (e.g., Industry Device) that is used by or for the benefit of the Enrolled Affiliate's Enterprise as a Qualified Device for all or a subset of Enterprise Products or Online Services the Enrolled Affiliate has selected. "Qualified User" means a person (e.g., employee, consultant, contingent staff) who: (1) is a user of a Qualified Device, or (2) accesses any server software requiring an Enterprise Product Client Access License or any Enterprise Online Service. It does not include a person who accesses server software or an Online Service solely under a License identified in the Qualified User exemptions in the Product Terms. "Reseller" means an entity authorized by Microsoft to resell Licenses under this program and engaged by an Enrolled Affiliate to provide pre- and post -transaction assistance related to this agreement; "Reserved License" means for an Online Service identified as eligible for true -ups in the Product Terms, the License reserved by Enrolled Affiliate prior to use and for which Microsoft will make the Online Service available for activation. EA2016EnrGov(US)SLG(ENG)(Nov2016) Page 2 of 10 Document X20-10634 "State/Local Entity" means (1) any agency of a state or local government in the United States, or (2) any United States county; borough, commonwealth, city, municipality, town, township, special purpose district, or other similar type of governmental instrumentality established by the laws of Customer's state and located within Customer's state's jurisdiction and geographic boundaries. "Tribal Entity" means a federally -recognized tribal entity performing tribal governmental functions and eligible for funding and services from the U.S. Department of Interior by virtue of its status as an Indian tribe. "Use Rights" means, with respect to any licensing program, the use rights or terms of service for each Product and version published for that licensing program at the Volume Licensing Site. The Use Rights supersede the terms of any end user license agreement (on -screen or otherwise) that accompanies a Product. The Use Rights for Software are published by Microsoft in the Product Terms. The Use Rights for Online Services are published in the Online Services Terms. "Volume Licensing Site" means http://www.microsoft.com/licensing/contracts or a successor site. 2. Order requirements. a. Minimum order requirements. Enrolled Affiliate's Enterprise ,must ,;have a minimum of 250 Qualified Users or Qualified Devices. The initial order must include it least 250 Licenses for Enterprise Products or Enterprise Online Services (i) Enterprise commitment. Enrolled Affiliate must order enough Licenses to cover all Qualified Users or Qualified Devices, depending on the*"License Type: -With one or more Enterprise Products or a mix of Enterprise Products and 'the corresponding Enterprise Online Services (as long as all Qualified Devices not covered by a License are only used by users covered with a user License). (ii) Enterprise Online Services only. If no Enterprise Product is ordered, then Enrolled Affiliate need only maintain at least 250 Subscription Licenses for Enterprise Online Services. b. Additional Products. Upon satisfying the minimum order requirements above, Enrolled Affiliate may order Additional Products. c. Use Rights for Enterprise Products. For Enterprise Products, if a new Product version has more restrictive use rights than the version that is current at the start of the applicable initial or renewal term of the €nrollment, 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. Reset!era. 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)(I1Jov2016) Page 3 of 10 Document X20-10634 g• (ii) Adding Licenses for previously ordered Products. Additional Licenses for previously ordered Products other than Online Services may be added at amy 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. 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. (il 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 naximum number of Additional Products used since the latter of the initial order, the,:la'st 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 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. 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 full upon acceptance of this Enrollment. If spread payments are elected, unless indicated otherwise, Microsoft will invoice Enrolled Affiliate's Reseller in three equal annual installments. The first installment will be invoiced upon Microsoft's acceptance of this Enrollment and remaining installments will be invoiced on each subsequent Enrollment anniversary date. Subsequent orders are invoiced upon acceptance of the order and Enrolled Affiliate may elect to pay annually or upfront for Online Services and upfront for all other Licenses, 5. End of Enrollment term and termination. a. General. At the Expiration Date, Enrolled Affiliate must immediately order and pay for Licenses for Products it has used but has not previously submitted an order, except as otherwise provided in this Enrollment. EA2016EnrGov(US)SLG(ENG)(Nov2016) Page 5 of 10 Document X20-10634 b. Renewal option. At the Expiration Date of the initial term, Enrolled Affiliate can renew Products by renewing this Enrollment for one additional 36 -month term or by signing a new Enrollment. Microsoft must receive a Renewal Form, Product Selection Form, and renewal order prior to or at the Expiration Date. Microsoft will not unreasonably reject any renewal. Microsoft may make changes to this program that will make it necessary for Customer and its Enrolled Affiliates to enter into new agreements and Enrollments at renewal. c. If Enrolled Affiliate elects not to renew. (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") for up.to''one year, unless designated in the Product Terms to continue until cancelled, is available. During the Extended Term, Online Services will be invoiced monthly at the then-CUrrent published price as of the Expiration Date plus a 3% administrative fee. If Enrolled Affiliate wants an Extended Term, Enrolled Affiliate must submit a request to Microsoft at least 30 days prior to the Expiration Date. 2) Cancellation during Extended Term. At any time° during the first year of the Extended Term, Enrolled Affiliate may terminate the Extehded Term by submitting a notice of cancellation to Microsoft for each Online Service.' Thereafter, either party may terminate the Extended Term by providing the other with a notice of cancellation for each Online Service. Cancellation will be effective at the end of the month following 30 days after Microsoft has received or issued the notice. (iii) Subscription Licenses and Online Services not eligible for an Extended Term. 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 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 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 tcAt e. United States. EA2016EnrGov(US)SLG(ENG)(Nov2016) Page 7 of 10 Document X20-10634 Enrollment etails Enrolled Affiliate's Enterprises ab 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 boy 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): A �ppy� , . ❑ 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: Include future Affiliates 2a Contact ifrmt1o. 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 co \T 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 rna9:arant 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 legalantity name)* Weld County Government C*ntact name* f=irst Sam Last Penn Contact 'mmail address* spenn@weldgov.com tr;4et address* 1401 N 17th Avenue City° Greeley tate/Province* C P :st.r,l code* 80531 -9563 - (For U.S. addresses, please provide the zip 4- �, e.g. -xx) Country* United Mates Phone* 970-304-6570 Tax ID * indicates required fields bw 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 Servics, including adding or reassigning Licenses and stepping -up prior to a true -up order. EA2016EnrGov(US)SLG(ENG)(Nov2a16) Page 8 of 10 Document X20-10634 El Same as primary contact (default if no information is provided below, even if the box is not checked). Contact name* First Sam Last Penn Contact email address* spenn@weldgov.com Street address* 1401 N 17th Avenue City* Greeley State/Province* CO Postal code* 80631 -9563 - (For U.S. addresses, please provide the zip + 4, e.g. xxxxx-xxxx) Country* United States Phone* 970-304-6570 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 Sam Last Penn Contact email address* spenn@weldgov.com Phone* 970-304-6570 ❑ 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* Insight Direct USA, Inc. Street address (PO boxes will not be accepted)* 6820 S. Harl Ave. City* Tempe State/Province* AZ Postal code* 85283 Country* United States Contact name* Software *Contracts Support Phone* (800) 624-0503 Contact email address* contraatsupport@insight.com * indicates required fields By signing below, the Reseller identified above confirms that all information provided in this Enrollment is correct. Signature*__ p Printed name* Printed title* Date* go - coy. Z? N 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 EA2016EnrGov(US)SLG(ENG)(N ov2016) Page 9 of 10 Document X20-10634 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, t7 No. If a purchase under this Enrollment is financed through rvis 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 Enterprise Enrollment Product Selection Form (United States) nroeled A' rote's Enterprise Products end ntoprise Ontine Services sureorsaly for -the fro 11 1 trot Microsoft I Volume Licensing _ Enrolimernt_Ngmbar ualilled 0evites Products Winnows Desktop 44%A.,-)". Windows SA per -User USL • Device / User Roo Enterpt Ise Product Platform —:_`.� it _.. Y`--� G1oa c _. G'XX`.vJiM�n^Tug ^!N!ERidthe'/4alWAr•000W1K•10.10 t11 - Y Enterprise Mobility and Security GOV Office 305 Pfans 0365 GCC E3 v �v mv0 m V .-1,-0:CPIn Yes. triterprise CAL LiCengin Model User Licenses 1,585 w -vim —..v .*w...r,Msr.-.axsxnvv'M fix:?..'.'G+✓..M+0,4kte/Vsiw.rrr0Hn1.o.+..“.. w,'....wrwYNavM:0.404.MiBw..s+sN+vw. 0.4.01.1` 1M8b nrrxned Aftldlate product qu4ntities: +'Vw vvrvrrn•" M.Ke* ♦ +ra'O.'+"vw'brvw xv w. Price Group Enterprlse PemfineM alt 1 )(lice Professional Plus + )ffce 365 PrcPlus + Office 365 (Plans E3 and E5) + ilicrosoft 365 Enterprise 1585 Client Access License + Office 365 (Plans El, E3 and E5) + Microsoft 365 Enterprise - 1585 Client Access License + Windows intune + EMS USL + Microsoft 365 Enterprise 1.58.8 UVin E3 {'fir; E5 ¢. ttlirin VDA + Microsoft 365 Enterprise EA-EASProdSelFormON V)(ENG) CTM Page 1 of 2 MS Quote Enterprise Enrollment Product Selection Form Microsoft I Volume Licensing Enterprise Products and Enterprise Online Services USLs: Unless otherwise indicated in associated contract - Jocuments, Price level set using the highest quantity from Groups 1 through 4. Additional Product Application Pool: Unless otherwise indicated in associated contract documents, Price level set using quantity from Group 1, 'Additional Product Server Pool: Unless otherwise indicated in associated contract documents, Price level set using the highest quantity from Group 2 or 3. 1cicllt enai Product Systems Pool: Unless otherwise indicated in associated contract documents, Price level set Using quantity from Group 4. i D D 9 D i l'esss:otherwise indicated in the associated contract documents, the price level for each Product offering / pool is set as described 10.:based upon the quantity to price level mapping below: slariecreeleacearealifilI 2,399 and below 2,400 to 5,999 6,000 to 14,999 D 15,040 and above Price Levee a, A B C Note 1: Enterprise Online Services may not be available in all locations. Please see the Product List for a list of locations where these May be purchased. Note 2: Unless otherwise indicted in associated Agreement documents, the GAL selection must be the same across the Enterprise for each Profile. Mote 3: Enrolled Affiliate acknowledges that in Order to use third party to reimage the Windows Operating System Upgrade,Enrolled Affiliate roust certify that it has acquired qualifying operating system licenses. The requirement applies to VVindows Enterprise OS Upgrade.See Product Terms for details. • Note 4: If Enrolled Affiliate does notorder 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 terra of the Enrollment. Refer to the Qualifying Government Entity Addendum pricing provision for more details on price leveling= EA-EAS ProciSelEormONW)(ENG) CTM Page 2 of 2 MS Quote Microsoft Volume Licensing Previous Enrollments)/Agreement(s) Form Entity Name: Weld County Government Contract that this form is attached to: State Local Government .a.ikaata..9!“. For the purposes of this form, "entity" can Qnean the sigriing entity, Customers Enrol0ad ANUS, Government Partner, Institution, or other party entering into a volume licensing pr ram agreement. Please provide a description of the previous Enrollment(s), Agreement(s), Purchasing Account(s), andlor 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 Transfer SA Benefit MSDN Contact Subscribers PrevEnrAgrForm(WUV)(ENG)(Apr2O16) Page I of 1 RESOLUTION RE: APPROVE AGREEMENT TO PROCURE MICROSOFT LICENSES AND AUTHORIZE CHAIR TO SIGN - MICROSOFT CORPORATION WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to Colorado statute and the Weld County Home Rule Charter, is vested with the authority of administering the affairs of Weld County, Colorado, and WHEREAS, the Board has been presented with an Agreement to procure Microsoft licenses, between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the Department of Information Technology, and Microsoft Corporation, commencing upon full execution of signatures, and ending June 18, 2018, with further terms and conditions being as stated in said agreement, WHEREAS, after review, the Board deems it advisable to approve said agreement, a copy of which is attached hereto and incorporated herein by reference. NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld County, Colorado, that the Agreement to Procure Microsoft Licenses between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the Department of Information Technology, and Microsoft Corporation, and hereby is, approved. BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to sign said agreement, The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 1st day of June, A.D., 2015. BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO ATTEST: ya `� �L �C ;� EXCUSED G�.6Barbara Kirkmeyer, Chair Weld County Clerk to the Board ty Clerk to the APPROVFA AS TO FORM: County Attorney Date of signature: 412b2 - Steve Moreno CG), tkryti- thiI $ 2015-1590 IT0003 MEMORANDUM TO: Esther Gesick, Clerk to the Board FROM: Ryan Rose, Chief Information Officer SUBJECT: Microsoft SQL Server Enterprise Licenses 6/1/15 On March 15h, 2015 the Board of County Commissioners (BOCC) approved the use of State of Colorado Microsoft Enterprise Agreement to procure Microsoft Licenses. Information Technology (IT) is recommending the use of this agreement to procure Microsoft SQL Server Enterprise Licenses. The licenses will cost $111,184.75 annually and are accounted for within the annual IT budget. Authorization of the attached Program Signature Form and associated documentation is required to purchase these licenses through the State of Colorado Microsoft Enterprise Agreement. The Weld County Attorney's office has reviewed these agreements. We respectfully request BOCC approval and Authorization of the Chair to sign the attached Program Signature Form. "d -000s BOARD OF COUNTY COMMISSIONERS PASS -AROUND REVIEW/ WORK SESSION REQUEST RE: Microsoft SQL Server Enterprise Licenses DEPARTMENT: Information Technology PERSON REQUESTING: Ryan Rose — Chief Information Officer DATE: 6/1/15 Brief description of the problem/issue: On March 16th, 2015 the Board of County Commissioners (BOCC) approved the use of State of Colorado Microsoft Enterprise Agreement to procure Microsoft Licenses. Information Technology (IT) is recommending the use of this agreement to procure Microsoft SQL Server Enterprise Licenses. What options exist for the Board? (Include consequences, impacts, costs, etc. of options) If the BOCC does not approve and authorize the Chair to sign the Microsoft Program Signature Form for SQL Server Enterprise Licenses, procurement of the licenses by Weld County IT would remain unchanged. Licenses purchased through current practice without utilizing this agreement are more expensive and do not include upgrades, support or training. Exercising the Enterprise version will allow IT access to support, training and software assurance (version upgrades). Through either process, Weld County IT will need to purchase Microsoft SQL Server Licenses as they are needed for current and future technology infrastructure initiatives. Recommendation: BOCC approval and authorization of the chair to sign the Program Signature Form and associated documents. Barb Kirkmeyer, Chair Mike Freeman Sean P. Conway Julie Cozad Steve Moreno Approve Recommendation Schedule Work Session Other/Comments: r Microsoft Program Signature Form MBA/MBSA number Agreement number 01E73376 Volume Licensing Note: Enter the applicable active numbers associated with the documents below. Microsoft requires the associated active number be indicated here, or listed below as new. For the purposes of this form, "Customer" can mean the signing entity, Enrolled Affiliate, Government Partner, Institution, or other party entering into a volume licensing program agreement. This signature form and all contract documents identified in the table below are entered into between the Customer and the Microsoft Affiliate signing, as of the effective date identified below. Contract Document Number or Code <Choose Agreement> <Choose Agreement> <Choose Agreement> <Choose Agreement> <Choose Agreement> Server and Cloud Enrollment X20-12422 <Choose Enrollment/Registration> <Choose Enrollment/Registration> <Choose Enrollment/Registration> <Choose Enrollment/Registration> Server and Cloud Enrollment Product Selection Form X20-12424 By signing below, Customer and the Microsoft Affiliate agree that both parties (1) have received, read and understand the above contract documents, including any websites or documents incorporated by reference and any amendments and (2) agree to be bound by the terms of all such documents. Customer Name of Entity (must be legal entity name)' Weld County Government Signature* Printed First and Last Name' Mike Freeman Printed Title Pro-Tem, Board of Weld County Commissioners Signature Date' ,JUN 0 1 2015 Tax ID 84-6000-813 indicates required field ProgramSignForm(MSSign)(NA,LatAm)ExBRA,MLI(ENG)(Aug2014) Page 1 of 2 aoi 5-i59v Name of Entity (must be legal entity name)* Signature' Microsoft Affiliate Mi. rosoftCOI"ACCrosoft — icrosoft � 1 Curpopirb ) Signature I ,. Printed First and Last Name ti- A 1015 Printed Title Shir ey Snyder Signature Date Duly Authorized on behalf of (date Microsoft Affiliate countersigns) Microsoft Corporation Agreement Effective Date (may be different than Microsoft's signature date) Optional 2"d Customer signature or Outsourcer signature (if applicable) Customer Printed First and Last Name' Printed Title Signature Date' indicates required field Outsourcer Name of Entity (must be legal entity name)" Signature* Printed First and Last Name' Printed Title Signature Date' • indicates required field 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 ProgramSignFonn(MSSign)(NA,LatAm)ExBRA,MLI(ENG)(Aug2014) Page 2 of 2 IN WITNESS WHEREOF, the parties hereto have signed this Agreement this 1St, day of June, 2015. CONTRACTOR: Microsoft Inc. Reference Attached: Program Signature Form (page two) Name: Shirley Snyder Date: April 23rd, 2015 WELD COUNTY: ATTES � -`-""'(1e BOARD OF COUNTY COMMISSIONERS Weld ' o nt Clerk to the B. and WELD COUNTY, COLORADO eputy C , rk to the APPROVED AS Controller County Attorney Mike Freeman, Pro-Tem JUN,o 1 2015 AST• _:' ,► CE: 'dal or epartment Head N/A Director of General Services 0?0/5-1590 Microsoft Volume Licensing Server and Cloud Enrollment State and Local Server and Cloud Enrollment number Microsoft to complete Previous Enrollment number Resellerto complete This Enrollment must be attached to a signature form to be valid. This Microsoft Server and Cloud Enrollment is entered into between the entities identified on the signature form as of the effective date. Enrolled Affiliate represents and warrants it is the same Customer, or Customer's Affiliate, that entered into the Enterprise Agreement identified on the 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) the Online Services Supplemental Terms and Conditions if the Agreement is a version 2010 or earlier and Enrolled Affiliate is ordering Online Services, and (6) any order submitted under this Enrollment. By entering into this Enrollment, Enrolled Affiliate agrees to be bound by the terms and conditions of the Enterprise Agreement. If this Enrollment is entered into under an Enterprise Agreement version 2009 or earlier, the terms and conditions of this Enrollment supersede any conflicting terms and conditions in the Enterprise Agreement with respect to Products licensed under this Enrollment. 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 on the last day of the month, 36 full calendar months after the effective date of the renewal term. Any reference in this Enrollment to "day" will be a calendar day. Prior Enrollment(s). If renewing Software Assurance or Subscription Licenses from another Enrollment or agreement, the previous Enrollment or agreement number must be identified in the appropriate box above. If renewing from multiple Enrollments or agreements, or transferring Software Assurance or MSDN details, the Previous Agreement/Enrollment form must be used. Terms and Conditions 1. Definitions. Terms used but not defined in this Enrollment will have the definition in the Enterprise Agreement. The following definitions also apply: "Additional Product" means any Product identified as such in the Product List, excluding any Server and Tools Product or Windows Azure Services, and chosen by Enrolled Affiliate under this Enrollment. "Baseline Agreements" means all Microsoft license agreements, including, without limitation, volume licensing agreements, OEM licenses and retail licenses, under which any Affiliate in the Enterprise uses the selected Server and Tools Products. Baseline Agreements do not include license agreements under which the Enterprise has the right to allow unaffiliated third parties to access and use Server and Tools Products. SCE2013EnrGov(US)SLG(ENG)(Nov2013) Page 1 of 10 Document X20-12422 "Baseline Licenses" means Existing Baseline Licenses and New Baseline Licenses, collectively. "Existing Baseline Licenses" means all Licenses in use by any Affiliate in the Enterprise for the selected Server and Tools Products that were obtained under any Baseline Agreement before this Enrollment. "Expiration Date" means the date upon which the Enrollment expires. "L&SA" means a License and Software Assurance. "New Baseline Licenses" means the quantity of Licenses for Server and Tools Products ordered under this Enrollment in excess of the Existing Baseline Licenses. "Product Family" or "Family" means the group of Products designated as a Product Family on the Product Selection Form. "Product Selection Form" means the document provided by Microsoft that (1) identifies all Baseline Licenses, (2) defines the Product Families, (3) establishes the Enrolled Affiliate's price levels for each Product pool and (4) specifies the minimum quantity of Licenses that must be ordered to qualify for this Enrollment. "Server and Tools Product" means any Product identified as such in the Product Selection Form and chosen by Enrolled Affiliate to be included under this Enrollment. "Subscription License" means, for purposes of this Enrollment, a fixed -term license that expires when the Enrollment expires or is terminated, unless the buyout option is exercised, even if otherwise designated on an invoice or purchase order. All Licenses for Online Services are Subscription Licenses. Some software Products may also be ordered on a subscription basis. "Windows Azure Services" means one or more of the Windows Azure services or features made available to Enrolled Affiliate under this Enrollment by Microsoft and identified at http://www.windowsazure.com/en-us/home/features/overview/, except Windows Azure Marketplace (which is governed by separate terms). 2. Purpose. This Enrollment enables Enrolled Affiliate to license Server and Tools Products and Windows Azure Services for its Enterprise. Enrolled Affiliate will designate the scope of its Enterprise in the section entitled "Enrolled Affiliate's Enterprise." 3. Product Use Rights and Service Level Agreement Enrolled Affiliate and its Enterprise may download, install and use software Products and access and use Online Services ordered under this Enrollment subject to the terms of this Enrollment, the applicable Product Use Rights and the Product List. In addition to applicable use rights terms of the Enterprise Agreement, the following terms apply to this Enrollment: a. Product Use Rights for Server and Tools Products. For Server and Tools 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. b. Service Level Agreements for Windows Azure Services. Microsoft will provide the Windows Azure Services to Enrolled Affiliate in accordance with the Service Level Agreements located at http://www.microsoft.com/windowsazure/sla/ or at a successor site that Microsoft identifies. The terms of the Service Level Agreements current at the start of the applicable initial or renewal term of the Enrollment will be fixed for the duration of that term, except as applied to any new features that Microsoft may add during this time. SCE2013EnrGov(US)SLG(ENG)(Nov2013) Page 2 of 10 Document X20-12422 4. Order requirements. a. Minimum order requirements. Enrolled Affiliate must order either Server and Tools Products or Windows Azure Services (or both) under this Enrollment as provided below: (i) Server and Tools Products. 1) Commitment. Enrolled Affiliate must order and maintain, throughout the initial and any renewal term of this Enrollment, both of the following: A. Software Assurance for all perpetual Existing Baseline Licenses that have been continuously covered by Software Assurance; and B. L&SA or Subscription Licenses covering all other Baseline Licenses. 2) Existing Baseline Licenses. When ordering Server and Tools Products, Enrolled Affiliate must identify all Existing Baseline Licenses for at least one Server and Tools Product Family. Perpetual Licenses owned by Enterprise but not identified as Existing Baseline Licenses in the selected Product Family (or Families) at the start of this Enrollment may not be used during this Enrollment term. 3) Initial Order. Enrolled Affiliate's initial order must meet the minimum quantity requirements for at least one Product Family. The initial order must also include the following: A. Software Assurance on all perpetual Existing Baseline Licenses that have been continuously covered under Software Assurance; B. L&SA or Subscription License for each Existing Baseline License that has not been continuously covered under Software Assurance (including those covered by Software Assurance under an Enrollment for Application Platform that were not current on Software Assurance prior to the effective date of that lore ,4 Enrollment); and C. L&SA or Subscription Licenses for all New Baseline Licenses. 4) Effect of Subscription License coverage on Existing Baseline Licenses. If Enrolled Affiliate orders Subscription Licenses for any Existing Baseline Licenses, the following provisions will apply for the duration of this Enrollment, notwithstanding any provisions to the contrary in the Baseline Agreements: 'A. The use rights for those Existing Baseline Licenses will be superseded and replaced by the use rights for the Subscription Licenses. B. The Existing Baseline Licenses shall be non-transferrable. C. The Enrolled Affiliate and its Affiliates must continue to perform any obligations under their Baseline Agreement(s), including but not limited to making payments for any of the Existing Baseline Licenses. D. When this Enrollment expires or is terminated, the Enrolled Affiliate or its Affiliates, as applicable, will have the rights under the Baseline Agreement(s) that it had as of the effective date of this Enrollment, unless it exercises its buy-out option as provided in this Enrollment. (ii) Windows Azure Services. 1) Monetary Commitment. Enrolled Affiliate's initial order for Windows Azure Services must include a "Monetary Commitment," as further described in the Product List. b. Additional Products. Upon satisfying the minimum order requirements above, Enrolled Affiliate may order Additional Products and Services. c. Country of Usage. Enrolled Affiliate must specify the countries where Licenses will be used on its initial order and on any subsequent orders. d. Adding Products. SCE2013EnrGov(US)SLG(ENG)(Nov2013) Page 3 of 10 Document X20-12422 (i) Adding new Products not previously ordered. 1) New Server and Tools Products not included in a previously ordered Product Family may be added by entering into a new Enrollment or on renewal. 2) New Server and Tools Products included in a previously ordered Product Family may be added at any time but must be included in the next annual true -up order. 3) Orders for new Additional Products, other than Online Services, must be placed in the month the Additional Product is first used. 4) Subscription Licenses for new Online Services other than Windows Azure Services must be ordered prior to use. 5) Windows Azure Services may be added as provided in the Product List. (ii) Adding Licenses for previously ordered Products. 1) Additional Licenses for previously ordered Products may be added at any time but must be included in the next annual true -up order. 2) Additional Subscription 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 List or (2) included as part of other Licenses. e. Annual order. Enrolled Affiliate must submit an annual order or update statement that accounts for any changes since the initial order or last order. (i) Annual order period. A true -up order or update statement must be received by Microsoft between 60 and 30 days prior to the Enrollment anniversary date. The third -year true -up order or update statement is due within 30 days prior to the Expiration Date. 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. (ii) True -up order. Enrolled Affiliate must determine the maximum number of Products used since the latter of the initial order, the last true -up order, or the Enrollment's prior anniversary and submit a true -up order that accounts for any increase. For Subscription Licenses for Products other than Online Services, the true -up order must indicate the initial use date(s) for each additional Subscription License ordered. (iii) Update statement. An update statement must be submitted to show there is no change in the number of Products used within Enrolled Affiliate's Enterprise since the latter of the initial order, the last true -up order, or the prior Enrollment anniversary aomote��,* date. This update statement must be signed by Enrolled Affiliate's authorized representative. (iv) Subscription License reductions. Enrolled Affiliate may reduce the quantity of Subscription Licenses only on the Enrollment anniversary date and only as long as the minimum order requirements are maintained (as provided in the section entitled "Minimum order requirements"). Subscription Licenses added after the initial order may not be reduced on the anniversary date immediately following the order but must remain in effect at least until the subsequent anniversary date. Invoices will be adjusted to reflect any reductions in Subscription Licenses and will be effective as of the Enrollment anniversary date. (v) Late true -up order. If the annual true -up order is not received when due: 1) Microsoft will invoice Enrolled Affiliate's Reseller for the following year for the quantity of Subscription Licenses ordered in the prior year; however, such invoice will not constitute a waiver of the annual order requirement; and 2) Subscription License reductions will not take effect until the following Enrollment anniversary date (or at Enrollment renewal, as applicable). f. 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: SCE2013EnrGov(US)SLG(ENG)(Nov2013) Page 4 of 10 Document X20-12422 g- (i) For step-up Licenses included on an initial order, Enrolled Affiliate may order according to the true -up order 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. 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. h. Verifying compliance. Microsoft may, in its discretion and at its expense, verify compliance with this Enrollment as set forth in the Agreement. 5. Pricing. a. Price levels. Each Product is assigned to a Product pool as shown on the Product List. Prices levels (A, B, C or D) are set separately for each pool. Price levels for the applicable Product pools are set forth in the Product Selection Form. Enrolled Affiliate's price level for each Product pool under this Enrollment will be Level D. b. Setting prices. Enrolled Affiliate's prices for each Product or Service will be established by its Reseller. Microsoft's prices for Resellers for each Product or Service ordered (except for Windows Azure Services) are fixed throughout the applicable Enrollment term. c. Windows Azure Services. Pricing for Windows Azure Services is based on "Commitment Rates" and "Consumption Rates," as further described in the Product List. 6. Payment terms. a. L&SA and Software Assurance. For the initial and any renewal order for L&SA and Software Assurance, Enrolled Affiliate may pay upfront or elect to spread its payments over the applicable Enrollment term. If spread payments are elected, Microsoft will invoice Enrolled Affiliate's Reseller in three equal annual installments unless indicated otherwise. The first installment will be invoiced to Enrolled Affiliate's Reseller upon Microsoft's acceptance of this Enrollment and additional installments will be invoiced on each Enrollment anniversary date. Subsequent orders will be invoiced to Enrolled Affiliate's Reseller upon acceptance of the order and must be paid upfront. b. Subscription Licenses (except Windows Azure Services). Microsoft will invoice Enrolled Affiliate's Reseller annually in full upon acceptance of each order. Microsoft will invoice Reseller for annual orders on each Enrollment anniversary date. c. Windows Azure services. The standard payment options for Windows Azure Services are described in the Product List. 7. 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. b. End of term rights for Server and Tools Products. Provided Enrolled Affiliate has paid for all required Licenses, including any Baseline Licenses, on the Expiration Date Enrolled Affiliate will have the following rights: (i) Existing Baseline Licenses with continuous Software Assurance. For perpetual Existing Baseline Licenses continuously covered by Software Assurance, Enrolled Affiliate will have perpetual Licenses to use the latest version of the Server and Tools Product available (or any prior version) as of the Expiration Date, provided that the Existing Baseline Licenses are fully paid. SCE2013EnrGov(US)SLG(ENG)(Nov2013) Page 5 of 10 Document X20-12422 (ii) Existing Baseline Licenses without continuous Software Assurance. For perpetual Existing Baseline Licenses not continuously covered by Software Assurance (including those covered by Software Assurance under an Enrollment for Application Platform that were not current on Software Assurance prior to the effective date of that Enrollment), Enrolled Affiliate will have perpetual Licenses to use the version of the Product that its Existing Baseline License entitled it to use at the effective date of this Enrollment, unless the Enrolled Affiliate exercises one of the end of term options described below. (iii) New Baseline Licenses. For New Baseline Licenses (excluding Subscription Licenses), Enrolled Affiliate will have perpetual Licenses to use the latest version of the Product available (or any prior version) as of the Expiration Date. c. Renewal. Enrolled Affiliate can renew Subscription Licenses and Software Assurance by renewing the Enrollment for one additional 36 full calendar month term or by signing a new Enrollment. Microsoft must receive a Product Selection Form and renewal order by the Expiration Date. The renewal term will start on the day following the Expiration Date. Microsoft may make changes to this program that will make it necessary for Enrolled Affiliate to enter into new agreements and Enrollments at renewal. d. 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 L&SA. (ii) Extended Term for eligible Online Services, including Windows Azure Services. For Online Services identified as eligible for an Extended Term in the Product List, the following options are available at the end of the Enrollment initial or renewal term. 1) Extended Term. If Enrolled Affiliate does not renew, Subscription Licenses for Online Services will automatically continue month -to -month for up to one year in accordance with the terms of the Enrollment ("Extended Term"). During the Extended Term, Online Services will be invoiced monthly (quarterly for Windows Azure Services) at the then -current published price (or Consumption Rate for Windows Azure Services) for Enrolled Affiliate's price level as of the Expiration Date plus a 3°/0 administrative fee. If Enrolled Affiliate does not want an Extended Term, Microsoft must receive a request not to extend no later than 30 days before the Expiration Date. 2) Cancellation during Extended Tenn. If Enrolled Affiliate does not intend to continue with the Extended Term, Enrolled Affiliate 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 without an Extended Term. If Enrolled Affiliate elects not to renew or exercise its buy-out rights for Products eligible for buy-out, Subscription Licenses will be cancelled and will terminate as of the Expiration Date. Any associated software must be uninstalled, media must be destroyed and the Enterprise must discontinue use. Microsoft may request written certification to verify compliance. e. Buy-out option. (i) For Subscription Licenses. Enrolled Affiliate may buy out active Subscription Licenses acquired under this Enrollment for Products other than Online Services and acquire perpetual Licenses for the latest version of the Product as of the Expiration Date by placing an order for such Licenses. (ii) Buy-out order date. Microsoft must receive the buy-out order no more than 30 days prior to the Expiration Date. The Expiration Date will be the invoice date for the buy- out order. f. Customer Data. Upon expiration or termination of a subscription for Online Services, Microsoft will keep the Enterprise's Customer Data in a limited function account for 90 days so that Enrolled Affiliate may extract it using Microsoft's standard processes and SCE2013EnrGov(US)SLG(ENG)(Nov2013) Page 6 of 10 Document X20-12422 g• tools. To the extent allowed by applicable law, Enrolled Affiliate will reimburse Microsoft if there are any associated costs. After 90 days Microsoft will disable Enrolled Affiliate's account and will delete its Customer Data. Enrolled Affiliate agrees that, other than as described above, Microsoft has no obligation to continue to hold, export or return Enrolled Affiliate's Customer Data and that Microsoft has no liability whatsoever for deletion of Enrolled Affiliate's Customer Data pursuant to these terms. Termination for cause. Any termination for cause of this Enrollment will be subject to the "Termination for cause" Section of the Agreement. In addition, the following will constitute a breach of this Enrollment: (1) Enrolled Affiliate or any Affiliate in the Enterprise fails to timely pay for any Existing Baseline License or (2) any Existing Baseline Agreement is terminated for cause prior to full payment. h. Early termination. If Enrolled Affiliate terminates this Enrollment as a result of a breach by Microsoft, or if Microsoft terminates this Enrollment because Enrolled Affiliate has ceased to be Customer's Affiliate, then Enrolled Affiliate will have the following options for Licenses, excluding Subscription Licenses: (i) It may immediately pay the total remaining amount due, including all installments, in which case, Enrolled Affiliate will have perpetual rights (1) for Server and Tools Products, as described in the section entitled "End of Term rights for Server and Tools Products" and (2) for Additional Products, for all Licenses (excluding Subscription Licenses) it has ordered (for the latest version of Products ordered under Software Assurance coverage in an initial or renewal term); or (ii) It may pay only amounts due as of the termination date, in which case Enrolled Affiliate will have perpetual Licenses (for the latest version of Products ordered under Software Assurance coverage in an initial or renewal term) for (1) all copies of Products for which payment has been made in full, and (2) a proportional number of copies of Products it has ordered for which payment has been made. i. Early termination for Subscription Licenses. Notwithstanding anything to the contrary in any of the documents that collectively constitute the Enterprise Agreement, if an Enrolled Affiliate terminates its Enrollment as a result of a breach by Microsoft, or if Microsoft terminates this Enrollment because Enrolled Affiliate has ceased to be Customer's Affiliate, then Enrolled Affiliate will have the following options with respect to Subscription Licenses: (i) Enrolled Affiliate may obtain perpetual Licenses as described in the section entitled "Buy-out option," provided that Microsoft receives the buy-out order for those Licenses within 60 days after Enrolled Affiliate provides notice of termination. (ii) If not exercising the buy-out option, Enrolled Affiliate will receive a credit for any amount paid in advance that would apply after the date of termination. Early termination for Windows Azure Services. Notwithstanding anything to the contrary in any of the documents that collectively constitute the Enterprise Agreement, if an Enrolled Affiliate terminates its Enrollment as a result of a breach by Microsoft, or if Microsoft terminates this Enrollment because Enrolled Affiliate has ceased to be Customer's Affiliate, then Microsoft will issue Reseller a credit for any remaining Monetary Commitment for Windows Azure Services. SCE2013EnrGov(US)SLG(ENG)(Nov2013) Page 7 of 10 Document X20-12422 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. ® Enrolled Affiliate only ❑ 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 Enrolled Affiliate's Enterprise will include all new Affiliates acquired after the start of this Enrollment. Check only one box in this section: ® Enrolled Affiliate's Enterprise will include all new Affiliates acquired or created after the start of this Enrollment ❑ Enrolled Affiliate's Enterprise will not include all new Affiliates acquired or created after the start of this Enrollment If no selection is made, or if both boxes are checked, Microsoft will deem the Enterprise to include all 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 httos://www.microsoft.com/licensinq/servicecenter. a. Primary contact. This contact is the primary contact for the Enrollment from within Enrolled Affiliate's Enterprise. This contact is also an Online 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)* Weld County Government SCE2013EnrGov(US)SLG(ENG)(Nov2013) Page 8 of 10 Document X20-12422 Contact name: First* Sam Last* Penn Contact email address* spenn@co.weld.co.us Street address* 1401 N 17th Ave City* Greeley State/Province* CO Postal code* 80631-9563 (For U.S. addresses, please provide the zip + 4, e.g. xxxxx-xxxx) Country* US Phone* 970-304-6570 Tax ID * indicates required field 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 reserve Licenses for eligible Online Services, including adding or reassigning Licenses, stepping -up, and initiating Transitions prior to a true -up order. ® Same as primary contact (default if no information is provided below, even if box is not checked) Name of entity*: Contact name: First* Last* Contact email address* Street address* City* State/Province* Postal code* (For U.S. addresses, please provide the zip + 4, e.g. xxxxx-xxxx) Country* K Phone* � .7 ir` _r, ("if lAW. Language preference. Choose the language for notices. English ❑ This contact is a third party (not Enrolled Affiliate). Warning: This personally identifiable information of the Customer and its Affiliates. * indicates required field contact receives c. Online Services Manager. This contact is authorized to manage the Online Services ordered under the Enrollment. ® Same as notices contact and Online Administrator (default if no information is provided below, even if box is not checked) Contact name: First* Last* Contact email address* Phone* ❑ This contact is from a third party organization (not the entity). Warning: This contact receives personally identifiable information of the entity. * indicates required field d. Reseller information. Reseller's contact for this Enrollment is: Reseller company name* Insight Direct USA, Inc (61548062) Street address (PO boxes will not be accepted)* 6820 S Harl Ave City* Tempe State/Province* AZ Postal code* 85283 Country* US Contact name* Software Contract Support Phone* 866-466-8990 Contact email address* contractsupport@insight.com * indicates required field SCE2013EnrGov(US)SLG(ENG)(Nov2013) Page 9 of 10 Document X20-12422 By signing below, the Reseller identified above confirms that all information provided in this Enrollment is correct. Name of Reseller*Insight Direct USA, Inc (61548062) Signature* Printed name* John Carnahan Printed title* SVP, Supply Chain & Operations Date* * indicates required field Changing a Reseller. If Microsoft or the Reseller chooses to discontinue doing business with each other, Enrolled Affiliate must choose a replacement Reseller. If Enrolled Affiliate or the Reseller intends to terminate their relationship, the initiating party must notify Microsoft and the other party using a form provided by Microsoft at least 90 days prior to the date on which the change is to take effect. e. If Enrolled Affiliate requires a separate contact for any of the following, attach the Supplemental Contact Information form. Otherwise, the Notices Contact and Online Administrator remains the default. (i) Additional Notices Contact (ii) Software Assurance Manager (iii) Subscriptions Manager (iv) Customer Support Manager (CSM) contact 3. Financing. Is a purchase under this Enrollment being financed through MS Financing? No 4. Upfront Payment. Does Enrolled Affiliate wish to pay upfront as allowed in the Payment terms section of this Enrollment? No SCE2013EnrGov(US)SLG(ENG)(Nov2013) Page 10 of 10 Document X20-12422 NM Microsoft Server and Cloud Enrollment Product Selection Form Volume Licensing This document must be attached to a signature form to be valid. Terms used but not defined herein will have the meaning provided in the Enrollment. Price Levels for Server and Tools Products and Additional Products: Agreement or Enrollment Name Enterprise Enrollment Server Pool Price Level D Agreement or Enrollment Number 9076711 Applications Pool Price Level D Systems Pool Price Level D Instructions: Fill out the Product Selection Form (PSF), and the associated Customer Price Sheet (CPS) according to the table below. Baseline Licenses at Product Selection Form Customer Price Sheet SKUs Enrollment Effective Date Licenses with Software Assurance Existing Baseline Licenses with continuous Software Assurance SA Licenses only Existing Baseline Licenses without continuous Software Assurance MSU New Subscription Licenses New Subscription Licenses MSU New Licenses New Licenses with Software Assurance LicSAPk Determining the number of Licenses and SKUs Enter the actual number of licenses in the PSF. Some SKUs (SQL and Biztalk) include more than one license. For such SKUs, divide the number of licenses on the PSF by the number of licenses included in each SKU to determine the quantity of SKUs to enter on the Customer Price Sheet. SCEProdSelForm(VVVV)ExPRC(ENG)(Nov2013) Page 1 of 4 Document X20-12424 Product Selection Form Product selection Baseline Licenses Existing Baseline Licenses New Baseline Licenses Existing Licenses Existing Licenses without Software Assurance New Subscription Licenses New Licenses with Software Assurance Product Family Product with Software Assurance SQL Server' SQL Server Enterprise Per Core 50 SQL Server Business Intelligence Server SQL Server Standard Per Core SQL Server Standard Server SQL Server CAL SQL Server Parallel Data Warehouse SQL Server Parallel Data Warehouse Per Core BizTalk Server IIMIIIIIbi,`.- ,r, BizTalk Server Enterprise Per Core BizTalk Server Standard Per Core BizTalk Server Branch Per Core Visual Studio Visual Studio Ultimate with MSDN Visual Studio Premium with MSDN Visual Studio Test Professional with MSDN Visual Studio Team Foundation Server CAL SCEProdSelForm(WW)ExPRC(ENG)(Nov2013) Page 2 of 4 Document X20-12424 Product Selection Baseline Licenses Existing Baseline Licenses New Baseline Licenses Existing Licenses with Software Assurance Existing Licenses without Software Assurance New Subscription Licenses New Licenses with Software Assurance Product Family Product Visual Studio (Continued) MSDN Platforms Visual Studio Deployment Standard Visual Studio Deployment Datacenter SharePoint Server SharePoint Server Azure Azure Monetary Commitment For Azure only SCE, the monetary commitment is tracked on the CPS if applicable Core Infrastructure Suite CIS Datacenter CIS Standard Windows Server Datacenter „ **• N/A N/A System Center Datacenter . N/A N/A N/A Windows Server Standard ,i, ... N/A N/A System Center Standard „ N/A N/A N/A 'SQL Server Enterprise Edition Server (non -core) licenses are not required as part of the baseline, however SA renewal is available as an additional product. If customers choose not to renew SA, it cannot be attached later. "Quantities of Windows Server and System Center Licenses with continuous Software Assurance can be combined to renew CIS SA as described in the Product List, or added to the CPS using the appropriate L+SA CIS w/o SKU where the quantity of each is different. For example, 100 Windows Server and 100 System Center licenses with Software Assurance can be combined as 100 CIS SA renewals (of the equivalent edition). 100 Windows Server and 50 System Center licenses with Software Assurance can be combined as 50 CIS licenses (of the equivalent edition) and 50 L&SA CIS w/o Windows Server. "'Quantities of Windows Server and System Center without continuous Software Assurance will be added as full CIS subscriptions. SCEProciSelForm(WW)ExPRC(ENG)(Nov2013) Page 3 of 4 Document X20-12424 Minimum Purchase Requirements Product Family Minimum Initial Order The quantity of SQL Per Core licenses needed for 50 cores OR 5 SQL Server editions with 250 CALs (SQL Server editions require CALs) SQL Server SQL Server Parallel Data Warehouse 32 Cores. The SQL Server product family must be selected in the above table. The SQL Parallel Data Warehouse Cores apply toward the SQL Per Core edition minimums. BizTalk Server 24 Cores of any combination of Biztalk Server Editions. The SQL Server product family must be selected in the above table. Visual Studio 20 Licenses of any combination of: Visual Studio Ultimate with MSDN and Visual Studio Premium with MSDN. A Baseline License is required for each user of any software licensed through MSDN subscription. Use of MSDN Software includes, but is not limited to, developing and testing programs using the software as well as installing, configuring and managing the software. Examples of users include (but are not limited to): developers, testers, and other IT employees interacting with application development infrastructure. SharePoint Server 5 Servers. The SQL Server product family must be selected in the above table. Core Infrastructure Suites All licensed Windows Server deployments must be licensed with an appropriate Core Infrastructure Suite SKU. Minimum order is 25 licenses for 50 processors (each license covers up to 2 physical processors) for Core Infrastructure Server Suites Standard or Datacenter (either edition or any combination of both) SCEProdSelForm(WVV)ExPRC(ENG)(Nov2013) Page 4 of 4 Document X20-12424 Microscrit I Volume Licensing Supplemental Contact Information Form State and Local This form can be used in combination with Agreement and Enrollment/Registration. However, a separate form must•be submitted for each Enrollment/Registration, when more than one is submitted on a signature form. 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. Primary and Notices contacts in this form will not apply to Enrollments or Registrations. This form applies to: ❑ Agreement ® Enrollment/Affiliate Registration Form Insert primary entity name if more than one Enrollment/Registration Form is submitted Contact information. Each party will notify the other in writing if any of the information in the following contact information page(s) changes. The asterisks (*) indicate required fields; if the Entity chooses to designate other contact types, the same required fields must be completed for each section. By providing contact information, entity consents to its use for purposes of administering the Enrollment by Microsoft and other parties that help Microsoft administer this Enrollment. The personal information provided in connection with this agreement will be used and protected according to the privacy statement available at hthps://licensing.microsoft.com. 1. Additional notices contact. This contact receives all notices that are sent from Microsoft. No online access is granted to this individual. Name of Entity* Weld County Government Contact name*: First IS Last Team Contact email* IS-MicrosoftVolLicDistro@co.weld.co.us Street address* 1401 N 17th Ave City* Greeley State* CO Postal code* 80631-9563 Country* Phone* 970-304-6570 Fax ❑ This contact is a third party (not the Entity). Warning: This contact receives personally identifiable information of the Entity. 2. Software Assurance manager. This contact will receive online permissions to manage the Software Assurance benefits under the Enrollment or Registration. Name of Entity* Contact name*: First Last Contact email* Street address* City* State* Postal code* Country* Phone* Fax SupContactlnfoForm(US)SLG(ENG)(Oct2010) Page 1 of 3 ❑ This contact is a third party (not the Entity). Warning: This contact receives personally identifiable information of the Entity. 3. Subscriptions manager. This contact will assign MSDN, Expression, and TechNet Plus subscription licenses to the individual subscribers under this Enrollment or Registration. Assignment of the subscription licenses is necessary for access to any of the online benefits, such as subscription downloads. This contact will also manage any complimentary or additional media purchases related to these subscriptions. Name of Entity* Contact name*: First Last Contact email* Street address* City* State* Postal code* Country* Phone* Fax ❑ This contact is a third party (not the Entity). Warning: This contact receives personally identifiable information of the Entity. 4. Online Services manager. This contact will be provided online permissions to manage the Ontine Services ordered under the Enrollment or Registration. Name of Entity* �w Contact name*: First Last 'AV, ,• +r! Contact email* r .g . Street address* City* State* Postal code*' Country* Phone* Fax ❑ This contact is a third party (not the Entity). Waming: This contact receives personally identifiable information of the Entity. xy . 5. Customer Support Manager (CSM): This person is designated as the Customer Support Manager (CSM) for support -related activities. Name of Entity* Contact name*: First Last Contact email* Street address* City* State* Postal code* Country* Phone* Fax ❑ This contact is a third party (not the Entity). Warning: This contact receives personally identifiable information of the Entity. 6. Primary contact information: An individual from inside the organization must serve as the primary contact. This contact receives online administrator permissions and may grant online access to others. This contact also receives all notices unless Microsoft is provided written notice of a change. Name of Entity* Contact name*: First Last SupContactlnfoForm(US)SLG(ENG)(Oct2010) Page 2 of 3 Contact email* Street address* City* State* Postal code* Country*: Phone* Fax 7. Notices contact and online administrator information: This individual receives online administrator permissions and may grant online access to others. This contact also receives all notices. ❑ Same as primary contact Name of Entity* Contact name*: First Last Contact email* Street address* City* State* Postal code* Country*: Phone* Fax ❑ This contact is a third party (not the Entity). Warning: This contact receives personally identifiable information of the Entity. r ,,?;a --al"*"5 4 SupContactlnfoForm(US)SLG(ENG)(Oct2010) Page 3 of 3 Hello