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HomeMy WebLinkAboutReso 173-2023 (File 23-877)City of South San Francisco City Council Resolution: RES 173-2023 P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File Number: 23-877 Enactment Number: RES 173-2023 RESOLUTION TO RENEW A PURCHASING AGREEMENT WITH DELL MARKETING LP FOR MICROSOFT LICENSES FOR AN ADDITIONAL THREE-YEAR TERM IN THE AMOUNT NOT TO EXCEED $752,215 AND AUTHORIZING THE CITY MANAGER TO EXECUTE THE AGREEMENT. WHEREAS, technology licensing, including Microsoft, has shifted towards subscription -based models; and WHEREAS, in early 2020, the City Council approved a three-year agreement with Dell, which allowed the City to transition from the old perpetual licensing model to a cloud -based subscription model.; and WHEREAS, the transition was successful, and all email services were migrated to the cloud by the end of 2020; and WHEREAS, Microsoft licenses provide the City with access to various products, in addition to the Office 365 licenses, the City also requires licenses for datacenter servers, and to enhance cloud service security; and WHEREAS, the City initially required 598 licenses, due to changes in staffing, the City has increased its license usage to 1025; and WHEREAS, the City has accepted the quote from Dell Marketing LP, leveraging the City of Riverside, California state contract agreement which offers the best price for government agencies after confirming the quote process substantially conformed to City requirements and state law; and WHEREAS, the total cost per year for licenses is $227,943.76, with a total three-year cost of $683,831.28, plus a 10% contingency, for a total not -to -exceed amount of $752,215; and WHEREAS, staff recommends City Council approve a three-year agreement with Dell Marketing LP for Microsoft Office 365 licenses. NOW THEREFORE, BE IT RESOLVED, by the City Council of the City of South San Francisco that it hereby: 1.Approves a three-year agreement with Dell Marketing LP and a 10% contingency in an amount not to exceed $752,215 for Microsoft Office licenses. 2.Authorizes the City Manager to execute the agreement in substantially the same form as Exhibit A, and to make any revisions, amendments, or modifications deemed necessary to carry out the intent of this Resolution which do not materially alter or increase the City's obligations thereunder, subject to approval as to form by the City Attorney. City of South San Francisco File Number: 23-877 Enactment Number: RES 173-2023 At a meeting of the City Council on 12/13/2023, a motion was made by Councilmember Nagales, seconded by Vice Mayor Flores, that this Resolution be approved. The motion passed. Yes: 5 Mayor Coleman, Vice Mayor Flores, Councilmember Addiego, Councilmem�,er Nagales, and Councilmember Nicolas Attest by Govea Acosta, City Clerk City of South San Francisco Dell Customer Can5rlenti31 Quotation Sam Andrews sa m. a n d re ws mo d e l I. co m 512.720.4469 Customer: City of South San Francisco Contract: Riverside County Master Agreement - PSA-OD01524 (8084445) Date of Issue: 10/6/2023 Microsoft EA#: (renewal of 8216020, expires 1/31/2024) Quote Expires: 11/30/2023 Section 1- Licenses and Software Assurance Product Description Mfg" R Quantity Unit Price Ext. Price Win Server Datacenter Core ALng SA 2-coreLic 9EA-00278 1 100 $123.79 $12,379.00 Annual Payment Section 1: $12,379.D0 Section 2- Monthly Subscriptions Product Description Mfga Quantity Months Unit Price Ext. Price Enterprise Online Services Products M365 G3 Unified FUSL GCC Sub Per User (0365-G3, EMS-G3 and Windows Enterprise upgrade from Win Pro for all 445 users) AAD-34704 445 12 $32.50 $168,210.00 Additional Online Services Products Azure Active Directory Premium P2 GCC StepUp from AADP P3 Per User (on this quote, as all users would have Azure AD Premium 1(via EMS), then this would just be needed for any specific users that need the AD Premium 1 features) MQN-00002 1 12 $2.23 1 $26.76 M365 F3 Unified GCC Sub Per User (0365-173, EMS-G3 as above, but for the F3 users, and Windows-E3 so these users would be licensed for occasional use on a Windows Enterprise PC) AAD-63092 590 12 $6.80 $47,328.00 Teams Audio Conferencing with Dial Out US/CA GCC Sub Add -on ($0.00) - this is a free SKU that will populate a phone# in your Teams meetings so that people can attend the meeting via dialing a regular phone# instead of having to be on the Teams client. NYH-00001 1025 12 $0.00 $0.00 Annual Payment Section 2: $215,564.76 Notes: Total Annual Payment Yr 1 $227,943.76 Microsoft Enterprise Agreement (EA) Master#: 8084445 Total Annual Payment Yr 2 $227,943.76 Microsoft Enterprise Agreement (EA) EnrollmentM Future/TBD Total Annual Payment Yr 3 $227,943.76 Total of 3 years of Payments $683,831.28 Notes: 1i cum sera puchase la Subject to DOW& Tar-na any ccltxbma cr too r nuts at wwwAW11.OwR urAe" CUM~ ham a "pwate purohaat anent with 4 1 411 prOauct dtacapiloen and line" we added t9lalaai Cs:toRINt109 av&.rue DMI.° AIM WO wm7ect SoNllNpa w,mlart 1W:IW orodlyahah. 2j sal"hr" tax le tuued O0 tim rot to- &date" On your e phlatt 5) An pnb&a an lumod od Not30 Tama. x not Shawn, Muppl". hanllMg, tax", ma diner item win bst ached &tot ttime *form-, wtltn apptim&Wt. U004M yaw 1"Abnxy atatua Oa your txlreh"t ordw.r a xampt, K cumtemmr mll&t h&W Al EXURP"M Cwtlncat& OA 00. CI CWtORw unwrNantla and AMM01odg" that an wwraubm, sl at YOU nmvt & qu"ttan m-your tax at&t1M, PNaa4 COMOd w 040 ASAP =Gnt&Wna wed ramma ate aubpeet CC tin Tla4ur&Cturw, publimh4f W tahtDtdor oumllrna. Soltwaro mom &Y f&pr""W" 110bd aDeVe.a hlpmaoke to Caluornla: rot vhFit or a State Eacnmmtat For up to Ilto per team may be e0epwpt1wI�n n¢ba. For mom hrfornatm 1% tlerr tow vw sdrhNnvlronR�MW&i.utWas r'I Microsoft Enterprise Enrollment Enterprise Enrollment number (Microsoft to complete) Previous Enrollment number $216020 (Reseller to complete) Volume Licensing Framework ID (if 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 1. 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)(0ct2019) Page 1 of 10 Document X20-10635 Membership in the Community is ultimately at Microsoft's discretion, which may vary by Government Community Cloud Service. "Enterprise Online Service" means any Online Service designated as an Enterprise Online Service in the Product Terms and chosen by Enrolled Affiliate under this Enrollment. Enterprise Online Services are treated as Online Services, except as noted. "Enterprise Product" means any Desktop Platform Product that Microsoft designates as an Enterprise Product in the Product Terms and chosen by Enrolled Affiliate under this Enrollment. Enterprise Products must be licensed for all Qualified Devices and Qualified Users on an Enterprise -wide basis under this program. "Expiration Date" means the date upon which the Enrollment expires. "Federal Agency" means a bureau, office, agency, department or other entity of the United States Government. "Government" means a Federal Agency, State/Local Entity, or Tribal Entity acting in its governmental capacity. "Government Community Cloud Services" means Microsoft Online Services that are provisioned in Microsoft's multi -tenant data centers for exclusive use by or for the Community and offered in accordance with the National Institute of Standards and Technology (NIST) Special Publication 800-145. Microsoft Online Services that are Government Community Cloud Services are designated as such in the Use Rights and Product Terms. "Industry Device" (also known as line of business device) means any device that: (1) is not useable in its deployed configuration as a general purpose personal computing device (such as a personal computer), a multi -function server, or a commercially viable substitute for one of these systems; and (2) only employs an industry or task -specific software program (e.g. a computer -aided design program used by an architect or a point of sale program) ("Industry Program"). The 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 ("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. EA20201EnrGov(US)SLG(ENG)(0ct2019) Page 2 of 10 Document X20-10635 "State/Local Entity" means (1) any agency of a state or local government in the United States, or (2) any United States county, borough, commonwealth, city, municipality, town, township, special purpose district, or other similar type of governmental instrumentality established by the laws of Customer's state and located within Customer's state's jurisdiction and geographic boundaries. "Tribal Entity" means a federally -recognized tribal entity performing tribal governmental functions and eligible for funding and services from the U.S. Department of Interior by virtue of its status as an Indian tribe. "Use Rights" means, with respect to any licensing program, the use rights or terms of service for each Product and version published for that licensing program at the Volume Licensing Site and updated from time to time. The Use Rights include the Product -Specific License Terms, the License Model terms, the Universal License Terms, the Data Protection Terms, 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 hftp://www.microsoft.com/licensing/contracts or a successor site. 2. Order requirements. a. Minimum order requirements. Enrolled Affiliate's Enterprise must have a minimum of 250 Qualified Users or Qualified Devices. The initial order must include at least 250 Licenses for Enterprise Products or Enterprise Online Services. Enterprise commitment. Enrolled Affiliate must order enough Licenses to cover all Qualified Users or Qualified Devices, depending on the License Type, with one or more Enterprise Products or a mix of Enterprise Products and the corresponding Enterprise Online Services (as long as all Qualified Devices not covered by a License are only used by users covered with a user License). (ii) Enterprise Online Services only. If no Enterprise Product is ordered, then Enrolled Affiliate need only maintain at least 250 Subscription Licenses for Enterprise Online Services. b. Additional Products. Upon satisfying the minimum order requirements above, Enrolled Affiliate may order Additional Products. c. Use Rights for Enterprise Products. For Enterprise Products, if a new Product version has more restrictive use rights than the version that is current at the start of the applicable initial or renewal term of the Enrollment, those more restrictive use rights will not apply to Enrolled Affiliate's use of that Product during that term. d. Country of usage. Enrolled Affiliate must specify the countries where Licenses will be used on its initial order and on any additional orders. e. Resellers. Enrolled Affiliate must choose and maintain a Reseller authorized in the United States. Enrolled Affiliate will acquire its Licenses through its chosen Reseller. Orders must be submitted to the Reseller who will transmit the order to Microsoft. The Reseller and Enrolled Affiliate determine pricing and payment terms as between them, and Microsoft will invoice the Reseller based on those terms. Throughout this Agreement the term "price" refers to reference price. Resellers and other third parties do not have authority to bind or impose any obligation or liability on Microsoft. f. Adding Products. (i) Adding new Products not previously ordered. New Enterprise Products or Enterprise Online Services may be added at any time by contacting a Microsoft Account Manager or Reseller. New Additional Products, other than Online Services, may be used if an order is placed in the month the Product is first used. For Additional Products that are Online Services, an initial order for the Online Service is required prior to use. EA20201EnrGov(US)SLG(ENG)(0ct2019) Page 3 of 10 Document X20-10635 (ii) Adding Licenses for previously ordered Products. Additional Licenses for previously ordered Products other than Online Services may be added at any time but must be included in the next true -up order. Additional Licenses for Online Services must be ordered prior to use, unless the Online Services are (1) identified as eligible for true -up in the Product Terms or (2) included as part of other Licenses. g. True -up requirements. Enrolled Affiliate must submit an annual true -up order that accounts for any changes since the initial order or last order. If there are no changes, then an update statement must be submitted instead of a true -up order. (i) Enterprise Products. For Enterprise Products, Enrolled Affiliate must determine the number of Qualified Devices and Qualified Users (if ordering user -based Licenses) at the time the true -up order is placed and must order additional Licenses for all Qualified Devices and Qualified Users that are not already covered by existing Licenses, including any Enterprise Online Services. (ii) Additional Products. For Additional Products that have been previously ordered under this Enrollment, Enrolled Affiliate must determine the maximum number of Additional Products used since the latter of the initial order, the last true -up order, or the prior anniversary date and submit a true -up order that accounts for any increase. (III) Online Services. For Online Services identified as eligible for true -up in the Product Terms, Enrolled Affiliate may place a reservation order for the additional Licenses prior to use and payment may be deferred until the next true -up order. Microsoft will provide a report of Reserved Licenses ordered but not yet invoiced to Enrolled Affiliate and its Reseller. Reserved Licenses will be invoiced retrospectively to the month in which they were ordered. (iv) Subscription License reductions. Enrolled Affiliate may reduce the quantity of Subscription Licenses at the Enrollment anniversary date on a prospective basis if permitted in the Product 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 EA20201 EnrGov(US)SLG(ENG)(0ct2019) 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: (1) 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. L Clerical errors. Microsoft may correct clerical errors in this Enrollment, and any documents submitted with or under this Enrollment, by providing notice by email and a reasonable opportunity for Enrolled Affiliate to object to the correction. Clerical errors include minor mistakes, unintentional additions and omissions. This provision does not apply to material terms, such as the identity, quantity or price of a Product ordered. j. Verifying compliance. Microsoft may, in its discretion and at its expense, verify compliance with this Enrollment a--, 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, 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)(0ct2019) Page 5 of 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 Term, Online Services will be invoiced monthly at the then -current published price as of the Expiration Date plus a 3% administrative fee for up to one year. If Enrolled Affiliate wants an Extended 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 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 prohibited and could result in termination of Enrolled Affiliate's license(s) for Government Community Cloud Services without notice. Enrolled Affiliate acknowledges that only Community members may use Government Community Cloud Services. b. All terms and conditions applicable to non -Government Community Cloud Services also apply EA20201 EnrGov(1JS)SLG(ENG)(0ct2019) 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 -Government Community Cloud Services in the same domain. d. Use Rights for Government Community Cloud Services. For Government Community Cloud Services, notwithstanding anything to the contrary in the Use Rights: (i) Government Community Cloud Services will be offered only within the United States. (ii) Additional European Terms, as set forth in the Use Rights, will not apply. (iii) References to geographic areas in the Use Rights with respect to the location of Customer Data at rest, as set forth in the Use Rights, refer only to the United States. EA20201 EnrGov(US)SLG(ENG)(Oct2019) Page 7 of 10 Document X20-10635 Enrollment Details 1. Enrolled Affiliate's Enterprise. a. Identify which Agency Affiliates are included in the Enterprise. (Required) Enrolled Affiliate's Enterprise must consist of entire offices, bureaus, agencies, departments or other entities of Enrolled Affiliate, not partial offices, bureaus, agencies, or departments, or other partial entities. Check only one box in this section. If no boxes are checked, Microsoft will deem the Enterprise to include the Enrolled Affiliate only. If more than one box is checked, Microsoft will deem the Enterprise to include the largest number of Affiliates: ® Enrolled Affiliate only ❑ Enrolled Affiliate and all Affiliates ❑ Enrolled Affiliate and the following Affiliate(s) (Only identify specific affiliates to be included if fewer than all Affiliates are to be included in the Enterprise): ❑ Enrolled Affiliate and all Affiliates, with following Affiliate(s) excluded: b. Please indicate whether the Enrolled Affiliate's Enterprise will include all new Affiliates acquired after the start of this Enrollment: Exclude future Affiliates 2. Contact information. Each party will notify the other in writing if any of the information in the following contact information page(s) changes. The asterisks (*) indicate required fields. By providing contact information, Enrolled Affiliate consents to its use for purposes of administering this Enrollment by Microsoft, its Affiliates, and other parties that help administer this Enrollment. The personal information provided in connection with this Enrollment will be used and protected in accordance with the privacy statement available at hftps://www.microsoft.com/licensing/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)* City of South San Francisco Contact name* First Tony Last Barrera Contact email address* [email protected] Street address* 400 Grand Avenue, IT Department City* South San Francisco EA20201 EnrGov(US)SLG(ENG)(0ct2019) Page 8 of 10 Document X20-10635 State* CA Postal code* 94080-3634 (Please provide the zip + 4, e.g. xxxxx-xxxx) Country* United States Phone* 650-829-3915 Tax ID * indicates required fields b. Notices contact and Online Administrator. This contact (1) receives the contractual notices, (2) is the Online Administrator for the Volume Licensing Service Center and may grant online access to others, and (3) is authorized to order Reserved Licenses for eligible Online Servies, including adding or reassigning Licenses and stepping -up prior to a true -up order. ® Same as primary contact (default if no information is provided below, even if the box is not checked). Contact name* First Last Contact email address* Street address* City* State* Postal code* - (Please provide the zip + 4, e.g. xxxxx-xxxx) Country* Phone* Language preference. Choose the language for notices. English ❑ This contact is a third party (not the Enrolled Affiliate). Warning: This contact receives personally identifiable information of the Customer and its Affiliates. * indicates required fields c. Online Services Manager. This contact is authorized to manage the Online Services ordered under the Enrollment and (for applicable Online Services) to add or reassign Licenses and step-up prior to a true -up order. ® Same as notices contact and Online Administrator (default if no information is provided below, even if box is not checked) Contact name*: First 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 fields d. Reseller information. Reseller contact for this Enrollment is: Reseller company name* Dell Inc. Street address (PO boxes will not be accepted)* One Dell Way City* Round Rock State* TX Postal code* 78682 Country* United States Contact name* Government Contract Admin Phone* 847-465-3700 Contact email address* [email protected] * indicates required fields EA20201 EnrGov(US)SLG(ENG)(0ct2019) Page 9 of 10 Document X20-10635 By signing below, the Reseller identified above confirms that all information provided in this Enrollment is correct. Signature* _ Printed name* Printed title* Date* * indicates required fields Changing a Reseller. If Microsoft or the Reseller chooses to discontinue doing business with each other, Enrolled Affiliate must choose a replacement Reseller. If Enrolled Affiliate or the Reseller intends to terminate their relationship, the initiating party must notify Microsoft and the other party using a form provided by Microsoft at least 90 days prior to the date on which the change is to take effect. e. If Enrolled Affiliate requires a separate contact for any of the following, attach the Supplemental Contact Information form. Otherwise, the notices contact and Online Administrator remains the default. (i) Additional notices contact (ii) Software Assurance manager (iii) Subscriptions manager (iv) Customer Support Manager (CSM) contact 3. Financing elections. Is a purchase under this Enrollment being financed through MS Financing? ❑ Yes, ® No. If a purchase under this Enrollment is financed through MS Financing, and Enrolled Affiliate chooses not to finance any associated taxes, it must pay these taxes directly to Microsoft. EA20201EnrGov(US)SLG(ENG)(0ct2019) Page 10 of 10 Document X20-10635 Enterprise Enrollment Product Selection Form Proposal ID 2592575.005 Language: English (United States) Microsoft I Volume Licensing Enrollment Number Enrolled Affiliate's Enterprise Products and Enterprise Online Services summary for the initial order: Profile Qualified Devices Qualified Users Device / User Ratio CAL Licensing Model Enterprise 0 445 - User Licenses Products Enterprise Quantity Microsoft 365 Enterprise M365 G3 GCC USL Unified 445 Enrolled Affiliate's Product Quantities: Price Group 1 2 3 4 Enterprise Products Office Professional Plus + M365 Apps for Client Access License + Client Access License+ Win E3 + Win E5 + Win Enterprise + Office 365 (Plans E3 and ES) Office 365 (Plans El, E3 Windows Intune + EMS VDA + Microsoft 365 + Microsoft 365 Enterprise and E5) + Microsoft USL + Microsoft 365 Enterprise 365 Enterprise Enterprise Quantity 445 445 445 445 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 1 through 4. D Additional Product Application Pool: Unless otherwise indicated in associated contract documents, Price level set using quantity from Group 1. D Additional Product Server Pool: Unless otherwise indicated in associated contract documents, Price level set using the highest quantity from Group 2 or 3. D Additional Product Systems Pool: Unless otherwise indicated in associated contract documents, Price level set using quantity from Group 4. D Notes Unless otherwise indicated in the associated contract documents, the price level for each Product offering / pool is set as described above, based upon the quantity to price level mapping below: Quantity of Licenses and Software Assurance EA-EASProdSelForm(W W)(ENG) Price Level Page 1 of 2 MS Quote Enterprise Enrollment Product Selection Form Microsoft I Volume Licensing 2,399 and below A 2,400 to 5,999 8 6,000 to 14,999 C 15,000 and above D 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: If Enrolled Affiliate does not order an Enterprise Product or Enterprise Online Service associated with an applicable Product pool, the price level for Additional Products in the same pool will be price level "A" throughout the term of the Enrollment. Refer to the Qualifying Government Entity Addendum pricing provision for more details on price leveling. EA-EASProdSel Form(W W)(ENG ) CTM Page 2 of 2 MS Quote o CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DDNYYI`) 09122/2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsementfsl. PRODUCER MARSH RISK & INSURANCE SERVICES FOUR EMBARCADERO CENTER, SUITE 1100 CALIFORNIA LICENSE NO.0437153 SAN FRANCISCO, CA 94111 Attn: [email protected] / FAX 212-948-0398 CN101640193-STND-GAWU E-23- INSURED Dell Technologies Inc. and all Subsidiaries One Dell Way - RR1-50 Round Rock, TX 78682 NSURER(S) AFFORDING COVERAGE I Union Fire Ins Co Pittsburgh PA 19445 rance Co 19399 f London -Syndicate 2623/623 at Lloyd's 15792 COVERAGES CERTIFICATE NUMBER: SEA-003602963-65 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR AD L'SUBR LTR TYPE OF INSURANCEWvp POLICY NUMBER POLICY EFF FOLIC EXP LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE FTI OCCUR X 6547039 03101/2023 03/01/2024 EACH OCCURRENCE $ 5,000,000 DAMA E T TED PREMISES Me occurrence $ 5,000,000 MED EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY $ 5,000,000 GEN'L X AGGREGATE LIMIT APPLIES PER: POLICY ❑ PRO - POLICY 7 LOC GENERAL AGGREGATE PRODUCTS-COMPlOP AGG $ 10,000,000 $ 10,000,000 OTHER: $ A AUTOMOBILE LIABILITY B X ANY AUTO X 6890179 (AOS) 6890178 (MA) 03/01/2023 03/0112023 03/01/2024 03/01/2024 COMBINED SINGLE LIMIT Ea accident $ 5,000,000 BODILY INJURY (Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accident ( ) $ X HIRED X NON -OWNED AUTOS ONLY AUTOS ONLY PROPERTY DAMAGE Per accident $ X UMBRELLA LIAB X OCCUR 34543547 03101/2023 03/0112024 EACH OCCURRENCE $ 20,000,000 EXCESS LIAB _ CLAIMS -MADE AGGREGATE $ 20,000,000 $ DED RETENTION $ B WORKERS COMPENSATION WCO15B24825 (AOS) AND EMPLOYERS' LIABILITY B ANYPROPRIETOR/PARTNER/EXECUTIVE Y / N WC015824826 (CA) B MFICER/MEMBEREXCLUE �[N/A WC015824827 (Mandatory in NH) (WI) ff yes, describe under DESCRIPTION OF OPERATIONS below 03/01/2023 03/01/2023 03/01/2024 0310112024 X PER OTH- STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE- EA EMPLOYEE $ 1,000,000 $ 1,000,000 E.L. DISEASE- POLICY LIMIT $ 1,000,000 C Professional E&O/ B0509FINPT2350059 06101/2023 06/01/2024 Each Claim/Aggregate 15,000,000 Technology Errors & Omissions SIR: $20,000,000 (Claims Made) DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The above referenced Errors and Omissions policy shall include technology/professional liability, and data protection liability (cyber liability) insurance providing protection against: (a) errors and omissions in the performance of professional services; (b) breaches of security; (c) violation or infringement of any right of privacy, breach of federal, state, or foreign security and/or privacy laws or regulations; and (d) data theft,damage, destruction, or corruption. Dell Technologies Inc. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE and all Subsidiaries THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN One Dell Way - RR1-50 ACCORDANCE WITH THE POLICY PROVISIONS. Round Rock, TX 78682-7000 AUTHORIZED REPRESENTATIVE *4w� ,MW & 1ft4outwe Sty @ 1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: CN101640193 _ _ LOC #: San Francisco A� ® ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY NAMED INSURED MARSH RISK & INSURANCE SERVICES Dell Technologies Inc. and all Subsidiaries POLICY NUMBER One Dell Way - RR1-50 Round Rock, TX 786B2 CARRIER NAIC CODE EFFECTIVE DATE: THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 . FORM TITLE: Certificate of Liability Insurance CRIME Great American Insurance Company Policy #: SAA E3917780400 Effective Date:10/2912022 Expiration Date: 10/2912023 Deductible: $5,000,000 Limit: $25,000,000 ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Form w=9 (Rev. October 2018) Department of the Treasury Internal Revenue Service 1 Name (as shoe Dell Marketin 2 Business name ri M 9 a 0 ai c ao � v O >' CN c CL 0 v Gl CO a rn CO Request for Taxpayer Identification Number and Certification ► Go to wwwJrs.gov1F6rmW9 for instructions and the latest information. on your income tax return). Name is required on this line; do not leave this LP entity name, if different from above 3 Check appropriate box for federal tax classification of the person whose name is entered on line 1. Check only one of the following seven boxes. ❑ Individual/sole proprietor or ❑ C Corporation ❑ S Corporation ❑✓ Partnership ❑ Trust/estate single -member LLC ❑ Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=Partnership) No - Note: Check the appropriate box in the line above for the tax classification of the single -member owner. Do not check LLC if the LLC is classified as a single -member LLC that is disregarded from the owner unless the owner of the LLC is another LLC that is not disregarded from the owner for U.S. federal tax purposes. Otherwise, a single -member LLC thal is disregarded from the owner should check the appropriate box for the tax classification of its owner. LJ Other (see instructions) ► 5 Address (number, street, and apt. or suite no.) See instructions. C/O Dell USA LP P.O. Box 910916 6 City, state, and ZIP code Pasadena, CA 91110-0916 7 List account number(s) here (optional) umber Give Form to the requester. Do not send to the IRS. 4 Exemptions (codes apply only to certain entities, not individuals; see instructions on page 3): Exempt payee code (if any) Exemption from FATCA reporting code (if any) (Applies to accounts maintained outside the U.S) j Requester's name and address (optional) Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid backup withholding. For individuals, this is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the instructions for Part I, later. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a MV, later. or Note: If the account is in more than one name, see the instructions for line 1. Also see What Name and I Employer identification number Number To Give the Requester for guidelines on whose number to enter. 7 4 - 1 2 1 6 1 1 1 6 1 8 1 0 1 5 Social security number M —� 11� Certification Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and 2. 1 am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and 3. 1 am a U.S. citizen or other U.S. person (defined below); and 4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct. Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you,dre not requirey to sign the certification, but you must provide your correct TIN. See the instructions for Part II, later. ""J" I Signature of Here U.S. person ► ( General Instructions Section references are to the Internal Revenue Code unless otherwise noted. Future developments. For the latest information about developments related to Form W-9 and its instructions, such as legislation enacted after they were published, go to www.irs.gov/FormW9. Purpose of Form An individual or entity (Form W-9 requester) who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) which may be your social security number (SSN), individual taxpayer identification number (ITIN), adoption taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information return the amount paid to you, or other amount reportable on an information return. Examples of information returns include, but are not limited to, the following. • Form 1099-INT (interest earned or paid) Date ► 1 -R ? R • Form 1099-DIV (dividends, including those from stocks or mutual funds) • Form 1099-MISC (various types of income, prizes, awards, or gross proceeds) • Form 1099-B (stock or mutual fund sales and certain other transactions by brokers) • Form 1099-S (proceeds from real estate transactions) • Form 1099-K (merchant card and third party network transactions) • Form 1098 (home mortgage interest), 1098-E (student loan interest), 1098-T (tuition) • Form 1099-C (canceled debt) • Form 1099-A (acquisition or abandonment of secured property) Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN. If you do not return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding, later. Cat. No. 10231X Form W-9 (Rev. 10-2018)