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HomeMy WebLinkAboutAgenda 11-18-2025; 8-l - Approval of Enterprise Agreement for Microsoft Office 365 Subscription Licenses 1 ORANGE COUNTY BOARD OF COMMISSIONERS ACTION AGENDA ITEM ABSTRACT Meeting Date: November 18, 2025 Action Agenda Item No. 8-1 SUBJECT: Approval of Enterprise Agreement for Microsoft Office 365 Subscription Licenses DEPARTMENT: Information Technologies ATTACHMENT(S): INFORMATION CONTACT: Contract with Software House Robert Reynolds, Chief Information International Officer, 919-245-2276 Quote from Software House International David Mathias, IT Operations Manager, Microsoft Enterprise Enrollment 919-245-2272 PURPOSE: To: 1) Approve and authorize the Manager to sign a contract for the purchase of Microsoft Office 365 subscription licenses from Software House International Corp.; and 2) Approve and authorize the Manager to sign the associated Microsoft Volume Licensing Enrollment Agreement. BACKGROUND: Orange County staff utilize Microsoft Office 365 products to assist with productivity. The current Enterprise Agreement with Microsoft is three years old and is due to be renewed. The attached agreement has been negotiated between Software House International Corp., Microsoft, and Orange County legal staff using the County's contract template. Since January 2023, Orange County has had an Enterprise Agreement with Microsoft to provide licensing for the Microsoft Enterprise 365 software suite, Power BI, Teams, Datacenter Server, and Visio. This Enterprise Agreement allowed for the use of this software with the yearly unit price for the software locked in place over the term of the agreement. The new Enterprise Agreement will continue the same model, with the price locked in for the next three (3) years. The associated Microsoft Volume Licensing Enrollment Agreement was originated by the vendor in line with industry standards while also meeting policy requirements and legal sufficiency. FINANCIAL IMPACT: The annual subscription amount is $681,807.31 through NC State Contract#208C, paid annually each year for three years. The ongoing costs for Microsoft Office 365 are funded through the Information Technologies Operating Budget with the existing annual maintenance line item. Funding for the FY 2025-26 portion of this three-year agreement was previously appropriated in the budget. Funding will be included in the Manager's Recommended budgets in future fiscal years. It should be noted that the agreement may 2 experience incremental increases in the annual subscription if the County requests additional licenses from year to year. ALIGNMENT WITH STRATEGIC PLAN: This item supports: • GOAL 5: PUBLIC EDUCATION/ LEARNING COMMUNITY OBJECTIVE 3. Provide support for workforce development through training, tools, technology, and other resources. RECOMMENDATION(S): The Manager recommends that the Board 1) Approve and authorize the Manager to sign a contract for the purchase of Microsoft Office 365 subscription licenses from Software House International Corp. as well as any future amendments; and 2) Approve and authorize the Manager to sign the associated Microsoft Volume Licensing Enrollment Agreement as well as any future amendments. 3 [Departmental Use Only] TITLE M365 Renewal FY 26 NORTH CAROLINA SERVICES AGREEMENT NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter "Agreement"), made and entered into this 1st day of February, 2026, ("Effective Date") by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and Software Houes International, (hereinafter, the "Provider"). WITNESSETH: That the County and Provider, for the consideration herein named,do hereby agree as follows: 1. Services a. Scope of Work. i) This Agreement is for services to be rendered by Provider to County with respect to (insert type ofproject): Purchase of Microsoft 365 licensing per Exhibit A ii) By executing this Agreement, the Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner. iii) Time is of the essence with respect to this Agreement. iv) The services to be performed under this Agreement consist of Basic Services, as described and designated in Section 3 hereof. Compensation to the Provider for Basic Services under this Agreement shall be as set forth herein. 2. Responsibilities of the Provider a. Services to be provided. The Provider shall provide the County with all services required in Section 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. b. Standard of Care. i) The Provider shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of Provider practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the performance of these services. Provider is solely responsible for the professional quality, accuracy and timely completion and submission of all work related to the Basic Services. Revised 01/24 1 4 ii) Provider shall be responsible for all errors or omissions of its agents, contractors, employees, or assigns in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the County. iii) The Provider shall not, except as otherwise provided for in this Agreement, subcontract the performance of any work under this Agreement without prior written permission of the County. No permission for subcontracting shall create, between the County and the subcontractor, any contract or any other relationship. iv) Provider is an independent contractor of County. Any and all employees of the Provider engaged by the Provider in the performance of any work or services required of the Provider under this Agreement, shall be considered employees or agents of the Provider only and not of the County, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the Provider. v) If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Provider represents that it or its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials are current, active, and not in a state of suspension or revocation. vi) Should any documents, exhibits, or addenda be attached to this Agreement, the terms of this Agreement shall have priority in any conflict with or among the terms of such referenced documents, exhibits, or addenda. vii) Should this Agreement involve project designs, the construction or creation of which is to be bid out or fulfilled by other contractors, and bidding or negotiation with contractors produce prices which, when added to the other elements of the approved total project cost, produce a cost that is in excess of the approved total project cost,the Provider shall participate with the County in negotiation and design adjustments to the extent such are necessary to obtain prices within the approved total project cost. All activity of the Provider with respect to these matters shall constitute Basic Services and shall be performed by the Provider without additional compensation. If negotiation and design adjustments fail to bring costs within the total project cost the County may reject all bids and Provider will redesign or reduce portions of the project in an effort to reduce the bid prices to within the total project cost and rebid the project. One such redesign is included within Basic Services. If this second letting for bids does not produce bids that are within the approved total project cost initially or after negotiations with the contractor the cost is not reduced to an amount within the total project cost, the Provider is not obligated to engage in further redesign. 3. Basic Services Revised 01/24 2 5 a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): To resell Microsoft 365 Licenses to Orange County per Exhibit A 4. Duration of Services a. Term. The term of this Agreement shall be from February 1St, 2026 to January 31St, 2027. b. Scheduling of Services. i) The Provider shall schedule and perform its activities in a timely manner. ii) Should the County determine that the Provider is behind schedule, it may require the Provider to expedite and accelerate its efforts, including providing additional resources and working overtime,as necessary,to perform its services in accordance with the approved project schedule at no additional cost to the County. iii) The Commencement Date for the Provider's Basic Services shall be February 1St, 2026. 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services satisfactorily (as determined by the County)performed pursuant to this Agreement. The maximum amount payable for Basic Services shall not exceed Six Hundred Eighty-One Thousand, Eight Hundred Seven Dollars and Thirty-One Cents Dollars ($681,807.31). Payment for satisfactorily performed Basic Services shall become due and payable within thirty (30) days of Provider properly invoicing County. Payment shall be subject to provisions of Section 5(b). b. Disputes. In the event the amount stated on an invoice is disputed by the County, the County may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. Should Provider fail to perform its duties under the terms of this Agreement,County may,without fault or penalty,withhold any payment associated with the work to be performed until such time as said work is completed. c. Additional Services. County shall not be responsible for costs related to any services in addition to the Basic Services performed by Provider unless County requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. 6. Responsibilities of the County a. Cooperation and Coordination. The County has designated (Robert Reynolds) to act as the County's representative with respect to the Project who shall have the authority to render decisions within guidelines established by the County Manager or the County Board of Commissioners and who shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. Revised 01/24 3 6 7. Insurance a. General Requirements. Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers' Compensation Insurance, and any additional insurance as may be required by County's Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing division/contracts.php). If County's Risk Manager determines additional insurance coverage is required such additional insurance shall consist of N/A (if no additional insurance required mark N/A as being not applicable). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the County's Risk Manager. 8. Indemnity a. Indemnity. To the extent authorized by North Carolina law the Provider agrees, without limitation, to defend, indemnify and hold harmless the County from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the Project and arising from property damage or bodily injury including death to any person or persons caused in whole or in part by the negligence or misconduct of the Provider except to the extent same are caused by the negligence or willful misconduct of the County. It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law. 9. Amendments to the Agreement a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the Provider. The Provider shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. 10. Termination a. Termination for Convenience of the County. This Agreement may be terminated without cause by the County and for its convenience upon seven (7) days' prior written notice to the Provider. b. Other Termination. The Provider may terminate this Agreement based upon the County's material breach of this Agreement; provided, the County has not taken all reasonable actions to remedy the breach. The Provider shall give the County seven (7) days'prior written notice of its intent to terminate this Agreement for cause. Either party may terminate this Agreement upon notice to the other party that obligations pursuant to this Agreement are made impractical due to declarations of emergency by Orange County or by North Carolina due to events directly impacting Orange County. Both parties shall remain responsible for all payment and performance due up to the receipt of such notice, but shall have no further obligation or responsibility beyond that date provided the Revised 01/24 4 7 terminating party has taken all reasonable steps to complete the performance of its obligations. c. Compensation After Termination. i) In the event of termination, the Provider shall be paid that portion of the fees and expenses that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the County due to errors or omissions of the Provider. Upon request of the County, the Provider shall submit to County all relevant documentation, including but not limited to,job cost records, to support its claims for final compensation. ii) Should this Agreement be terminated, the Provider shall deliver to the County within seven(7)days, at no additional cost, all deliverables including any electronic data or files relating to the Project. d. Waiver. The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Provider with any provisions of this Agreement or the waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. e. Suspension. County may suspend the Basic Services and this Agreement at any time for County's convenience and without penalty to County upon three (3) days' notice to Provider. Upon any suspension by County, Provider shall discontinue work on the Basic Services and shall not resume the Basic Services until notified to proceed by County. 11. Additional Provisions a. Limitation and Assignment. The County and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other. There are no third-party beneficiaries of this Agreement and nothing in this Agreement, express or implied, is intended to confer on any person other than the parties hereto (and their respective successors, heirs and permitted assigns), any rights,remedies, or obligations. b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. Revised 01/24 5 8 c. Non-Discrimination. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal non-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy(each Orange County policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/Turchasing division/contracts.php.) Any violation of the Orange County Non-Discrimination Policy is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. d. Dispute Resolution.Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. e. Entire Agreement. This Agreement represents the entire and integrated agreement between the County and the Provider and supersedes all prior negotiations,representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. f. Severability. If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. g. Ownership of Work Product. Should Provider's performance of this Agreement generate documents,items or things that are specific to this Project such documents,items or things shall become the property of the County and may be used on any other project without additional compensation to the Provider. The use of the documents,items or things by the County or by any person or entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk of the County. h. Non-Appropriation. Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable or not appropriated for the performance of County's obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability or non-appropriation of public funds.It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement. In the event of a change in the County's statutory authority, mandate or mandated functions, by state or federal legislative or regulatory action, which adversely affects Revised 01/24 6 9 County's authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Provider of such limitation or change in County's legal authority. i. Signatures. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the Parties to comply with Article I IA and Article 40 of North Carolina General Statute Chapter 66. j. Notices. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail,return receipt requested to the following: Orange County Provider's Name Attention:Robert Reynolds Software House International P.O. Box 8181 Hillsborough,NC 27278 [SIGNATURE PAGE TO FOLLOW] Revised 01/24 10 IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. ORANGE COUNTY: PROVIDER: By: By: Travis Myren Printed Name and Title Revised 01/24 8 11 ORANGE COUNTY-INTERNAL USE ONLY Finance Information Vendor Name: Software House International Vendor Contact Person: Carolina Vance Phone: 630-854-6110 Address: City State: Zip: Department: Information Technologies Amount: $681,831 Purpose:M365 Renewal Budget Code(s): Vendor# Vendor Status with NCSOS: Vendor is a BOCC consultant: ❑Yes 0 No Contract Details Contract Type: ®New ❑Amendment(Original Contract: )(Most Recent Amendment ) Effective Date 2/1/2026 End Date 1/31/2027 Notice Date (Notice Purpose ) Award ❑ Approved by Board(Agenda Date: ❑ Made or Administered by Signature Authority - ❑BOCC Express Delegation(Agenda Date: - Policy 9.4: ❑Under$5,000; ❑ Service Under$90,000; ❑ Construction Under$250,000 ❑Budget Policy Section XV(Capital Improvement Project: Bidding ❑Informal Bidding($30k-$90k); ❑Formal RFP($90k+); ❑Other(<$30k); ❑Exception(#-----) Department Affirmation ❑This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement. ❑This agreement is approved as to technical form and content. Services related to this agreement have already begun or been completed.Description of the nature of the emergency condition that was addressed: Department Director's Signature Date: Information Technologies This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer Date: ❑Inapplicable because no hardware/software purchases or related services Risk Management This agreement is approved for sufficiency of insurance standards,specifications,and requirements: Office of the Risk Management Officer Date: Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer Date: Legal Services This agreement is approved as to legal form and sufficiency: Office of the County Attorney Date: Clerk to the Board All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Received for record retention: Office of the Clerk to the Board Date: Revised 01/24 9 12 Pricing Proposal Quotation#: 26814646 Reference#: EA 75194012- Renewal Created On: 10/31/2025 Valid Until: 11/28/2025 NC-County of Orange Microsoft Inside Account Manager Robert Reynolds Ashley Campbell PO Box 8181 - Hillsborough,NC 27278-8181 Phone:- United States Fax: Phone:9192452651 Email: MSSouthAtlanticGov@shi.com Fax: Email: roreynolds@orangecountync.gov All Prices are in US Dollar(USD) Product Qty Your Price Total 1 SQL Server Standard Core ALng LSA 2L 73 $1,479.11 $107,975.03 Microsoft-Part#:7NQ-00302 Contract Name: Microsoft Software-Enterprise Agreement Contract#:208C Coverage Term:2/1/2026—1/31/2027 Note: EA 75194012-Renewal;See Payment Schedule 2 Win Server DC Core ALng SA 2L 120 $136.77 $16,412.40 Microsoft-Part#:9EA-00278 Contract Name: Microsoft Software-Enterprise Agreement Contract#:208C Coverage Term:2/1/2026—1/31/2027 Note: EA 75194012-Renewal;See Payment Schedule 3 Win Server Standard Core ALng SA 2L 16 $21.29 $340.64 Microsoft-Part#:9EM-00270 Contract Name: Microsoft Software-Enterprise Agreement Contract#:208C Coverage Term:2/1/2026—1/31/2027 Note: EA 75194012-Renewal;See Payment Schedule 4 M365 G3 Unified FUSL GCC Sub Per User 1373 $389.19 $534,357.87 Microsoft-Part#:AAD-34704 Contract Name: Microsoft Software-Enterprise Agreement Contract#:208C Coverage Term:2/1/2026—1/31/2027 Note: EA 75194012-Renewal;See Payment Schedule 5 Copilot Studio Legacy USL GCC Sub Per User 1 $0.00 $0.00 Microsoft-Part#:8S2-00003 Contract Name: Microsoft Software-Enterprise Agreement Contract#:208C Coverage Term:2/1/2026—1/31/2027 Note: EA 75194012-Renewal;See Payment Schedule 6 M365 Copilot GCC Sub Add-on 20 $368.55 $7,371.00 Microsoft-Part#: EP2-24658 Contract Name: Microsoft Software-Enterprise Agreement 13 Contract#:208C Coverage Term:2/1/2026—1/31/2027 Note: EA 75194012-Renewal;See Payment Schedule 7 Visio P2 GCC Sub Per User 4 $138.57 $554.28 Microsoft-Part#: P3U-00001 Contract Name: Microsoft Software-Enterprise Agreement Contract#:208C Coverage Term:2/1/2026—1/31/2027 Note: EA 75194012-Renewal;See Payment Schedule 8 Copilot Studio GCC Sub(Messages) 1 $2,457.00 $2,457.00 Microsoft-Part#:YGD-00001 Contract Name:Microsoft Software-Enterprise Agreement Contract#:208C Coverage Term:2/1/2026—1/31/2027 Note: EA 75194012-Renewal;See Payment Schedule 9 Power BI Pro GCC Sub Per User 45 $101.23 $4,555.35 Microsoft-Part#: DDJ-00001 Contract Name:Microsoft Software-Enterprise Agreement Contract#:208C Coverage Term:2/1/2026—1/31/2027 Note:EA 75194012-Renewal;See Payment Schedule 10 Teams AC with Dial Out US/CA GCC Sub Add-on 1373 $0.00 $0.00 Microsoft-Part#: NYH-00001 Contract Name: Microsoft Software-Enterprise Agreement Contract#:208C Coverage Term:2/1/2026—1/31/2027 Note:EA 75194012-Renewal;See Payment Schedule 11 Teams Rooms Pro GCC Sub Per Device 18 $432.43 $7,783.74 Microsoft-Part#:VA1-00001 Contract Name: Microsoft Software-Enterprise Agreement Contract#:208C Coverage Term:2/1/2026—1/31/2027 Note: EA 75194012-Renewal;See Payment Schedule Total $681,807.31 Additional Comments Payment Schedule: Year 1 (2/1/2026-1/31/2027):$681,807.31 Year 2(2/1/2027-1/31/2028): $681,807.31 Year 3(2/1/2028-1/31/2029):$681,807.31 Total:$2,045,421.93 Due to the potential impact of any current or future tariffs,the price and availability of hardware items on this quote may be subject to change. Thank you for choosing SHI International Corp!The pricing offered on this quote proposal is valid through the expiration date listed above.To ensure the best level of service, please provide End User Name, Phone Number, Email Address and applicable Contract Number when submitting a Purchase Order. For any additional information including Hardware, Software and Services Contracts, please contact an SHI Inside Sales Representative at(888)744-4084.SHI International Corp.is 100%Minority Owned,Woman Owned Business.TAX ID#22-3009648; DUNS#61-1429481;CCR#61-243957G;CAGE 1 HTFO The products offered under this proposal are resold in accordance with the terms and conditions of the Contract referenced under that applicable line item. 14 15 Microsoft Enterprise Enrollment State and Local Enterprise Enrollment number 73183586 Framework ID (Microsoft to complete) (if applicable) Previous Enrollment number 75194012 (Reseller to complete) This Enrollment must be attached to a signature form to be valid. This Microsoft Enterprise Enrollment is entered into between the entities as identified in the signature form as of the effective date. Enrolled Affiliate represents and warrants it is the same Customer, or an Affiliate of the Customer, that entered into the Enterprise Agreement identified on the program signature form. This Enrollment consists of: (1) these terms and conditions, (2) the terms of the Enterprise Agreement identified on the signature form, (3) the Product Selection Form, (4) the Product Terms, (5) the Microsoft Products and Services Data Protection Addendum, (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. EA20261 EnrGov(US)SLG(ENG)(Aug2025) Page 1 of 10 Document X20-10637 16 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. EA20261 EnrGov(US)SLG(ENG)(Aug2025) Page 2 of 10 Document X20-10637 17 "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 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 at least 250 Licenses for Enterprise Products or Enterprise Online Services. (i) Enterprise commitment. Enrolled Affiliate must order enough Licenses to cover all Qualified Users or Qualified Devices, depending on the License Type, with one or more Enterprise Products or a mix of Enterprise Products and the corresponding Enterprise Online Services (as long as all Qualified Devices not covered by a License are only used by users covered with a user License). (ii) Enterprise Online Services only. If no Enterprise Product is ordered, then Enrolled Affiliate need only maintain at least 250 Subscription Licenses for Enterprise Online Services. b. Additional Products. Upon satisfying the minimum order requirements above, Enrolled Affiliate may order Additional Products. c. Use Rights for Enterprise Products. For Enterprise Products, if a new Product version has more restrictive use rights than the version that is current at the start of the applicable initial or renewal term of the Enrollment, those more restrictive use rights will not apply to Enrolled Affiliate's use of that Product during that term. d. Country of usage. Enrolled Affiliate must specify the countries where Licenses will be used on its initial order and on any additional orders. e. Resellers. Enrolled Affiliate must choose and maintain a Reseller authorized in the United States. Enrolled Affiliate will acquire its Licenses through its chosen Reseller. Orders must be submitted to the Reseller who will transmit the order to Microsoft. The Reseller and Enrolled Affiliate determine pricing and payment terms as between them, and Microsoft will invoice the Reseller based on those terms. Throughout this Agreement the term"price" refers to reference price. Resellers and other third parties do not have authority to bind or impose any obligation or liability on Microsoft. f. Adding Products. (i) Adding new Products not previously ordered. New Enterprise Products or Enterprise Online Services may be added at any time by contacting a Microsoft Account Manager or Reseller. New Additional Products, other than Online Services, may be used if an order is placed in the month the Product is first used. For Additional Products that are Online Services, an initial order for the Online Service is required prior to use. EA20261 EnrGov(US)SLG(ENG)(Aug2025) Page 3 of 10 Document X20-10637 18 (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 as long as (a) the initial order minimum requirements are maintained and (b) 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 in a given Product pool that are not a part of an Enterprise-wide purchase, Licenses can be reduced as long as (a) the initial order minimum requirements are maintained and (b) all then-active users of each Online Service are included the total quantity of Licenses remaining after the reduction. An Enrolled Affiliate may reduce Licenses for Online Services on or before the Enrollment anniversary date and place a reservation order for such licenses within 90 days after the anniversary date; however, any licenses ordered as described in this section will be invoiced to the Enrolled Affiliate for the time period the licenses were made available. Subscription Licenses ordered upfront may not be reduced. 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 EA20261 EnrGov(US)SLG(ENG)(Aug2025) Page 4 of 10 Document X20-10637 19 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 last true-up order or update statement during an Enrollment term 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 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 may invoice Reseller for all Reserved Licenses not previously invoiced and Subscription License reductions cannot be reported until the following Enrollment anniversary date (or at Enrollment renewal, as applicable). h. Step-up Licenses. For Licenses eligible for a step-up under this Enrollment, Enrolled Affiliate may step-up to a higher edition or suite as follows: (i) For step-up Licenses included on an initial order, Enrolled Affiliate may order according to the true-up process. (ii) If step-up Licenses are not included on an initial order, Enrolled Affiliate may step-up initially by following the process described in the Section titled "Adding new Products not previously ordered," then for additional step-up Licenses, by following the true-up order process. i. Clerical errors. Microsoft may correct clerical errors in this Enrollment, and any documents submitted with or under this Enrollment, by providing notice by email and a reasonable opportunity for Enrolled Affiliate to object to the correction. Clerical errors include minor mistakes, unintentional additions and omissions. This provision does not apply to material terms, such as the identity, quantity or price of a Product ordered. j. Verifying compliance. Microsoft may, in its discretion and at its expense, verify compliance with this Enrollment as set forth in the Enterprise Agreement. 3. Pricing. a. Price Levels. For both the initial and any renewal term Enrolled Affiliate's Price Level for all Products ordered under this Enrollment will be Level"D"throughout the term of the Enrollment. b. Setting Prices. Unless otherwise expressly agreed to by the parties and except for Online Services designated in the Product Terms as being exempt from fixed pricing, Enrolled Affiliate's prices for each Product or Service will be established by its Reseller. As long as Enrolled Affiliate continues to qualify for the same price level, Microsoft's prices for Resellers for each Product or Service 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. EA20261 EnrGov(1JS)SLG(ENG)(Aug2025) Page 5 of 10 Document X20-10637 20 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 may request to renew Products and Services under this Enrollment for one additional 36-month term. Microsoft may make changes to this program that will make it necessary for Customer and its Enrolled Affiliates to enter into new agreements or Enrollments in order to renew. In order for a renewal request to be considered, Microsoft must receive a Renewal Form, Product Selection Form, and renewal request prior to or at the Expiration Date. Microsoft will review a renewal request made under this section in good faith and may accept or reject such request in its sole discretion. 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 option 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 twelve months of the Extended Term, Enrolled Affiliate may terminate the Extended Term by submitting a notice of cancellation to Microsoft for each Online Service.Thereafter, Microsoft may condition the continued use of each Online Service on the acceptance of new terms by the Enrolled Affiliate. Enrolled Affiliate will be notified in writing of any new terms at least 60 days before any such changes take effect. Enrolled Affiliate acknowledges and agrees that after the notice described in this section, its continued use of each Online Service after the effective date provided in the notice will constitute its acceptance of the new terms. If Enrolled Affiliate does not agree to the new terms, it must stop using the Online Services and terminate the Extended Term as provided in this section. Enrolled Affiliate's termination under this section will be effective at the end of the month following 30 days after Microsoft has received the notice. (iii) Subscription Licenses and Online Services not eligible for an Extended Term. If Enrolled Affiliate elects not to renew, the Licenses will be cancelled and will terminate as of the Expiration Date. Any associated media must be uninstalled and destroyed and Enrolled Affiliate's Enterprise must discontinue use. Microsoft may request written certification to verify compliance. d. Termination for cause. Any termination for cause of this Enrollment will be subject to the "Termination for cause" section of the Agreement. In addition, it shall be a breach of this Enrollment if Enrolled Affiliate or any Affiliate in the Enterprise that uses Government Community Cloud Services fails to meet and maintain the conditions of membership in the definition of Community. e. Early termination. Any early termination of this Enrollment will be subject to the "Early Termination" Section of the Enterprise Agreement. EA20261EnrGov(US)SLG(ENG)(Aug2025) Page 6 of 10 Document X20-10637 21 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 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. EA20261 EnrGov(US)SLG(ENG)(Aug2025) Page 7 of 10 Document X20-10637 22 Enrollment Details 1. Enrolled Affiliate's Enterprise. Make an election for including Affiliates in the Enterprise (Required). 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. ❑ All Affiliates. All Affiliates of Enrolled Affiliate are hereby included in the Enterprise. Enrolled Affiliate represents that its Affiliates are entire offices, bureaus, agencies, departments, or other entities, not partial offices, bureaus, agencies, or departments, or other partial entities. Enrolled Affiliate may order Products for use by its Affiliates. If it does, the licenses granted to Enrolled Affiliate under this Enrollment will apply to such Affiliates, but Enrolled Affiliate will have the sole right to enforce the Agreement and this Enrollment against Microsoft. Enrolled Affiliate will remain responsible for all obligations under this Enrollment and for its Affiliates' compliance with this Enrollment. ❑ Enrolled Affiliate including. Only the Enrolled Affiliate and the Affiliates listed below will be included in the Enterprise. Enrolled Affiliate represents that its Affiliates are entire offices, bureaus, agencies, departments, or other entities, not partial offices, bureaus, agencies, or departments, or other partial entities. Enrolled Affiliate may order Products for use by its Affiliates. If it does, the licenses granted to Enrolled Affiliate under this Enrollment will apply to such Affiliates, but Enrolled Affiliate will have the sole right to enforce the Agreement and this Enrollment against Microsoft. Enrolled Affiliate will remain responsible for all obligations under this Enrollment and for its Affiliates' compliance with this Enrollment. The following Affiliates are included in the Enterprise: Notwithstanding anything to the contrary in the Agreement, the parties acknowledge and agree to the following: Products ordered under this Enrollment may be subject to U.S. and other countries' export jurisdictions. Each party will comply with all laws and regulations applicable to the import or export of the Products, including, without limitation, trade laws of the U.S., EU, and UK, such as the U.S. Export Administration Regulations, sanctions regulations administered by the U.S. Office of Foreign Assets Control, the EU Dual Use Regulation 2021/821, and/or other end-user, end use, and destination restrictions ("Trade Laws"). Customer will not, and will ensure its Affiliates will not, take any action that causes Microsoft to violate applicable Trade Laws. Microsoft may suspend or terminate this Enrollment immediately without notice to the extent that Microsoft reasonably believes that performance would cause it to violate Trade Laws or put it at risk of becoming subject to sanctions and penalties under such laws. Customer remains responsible for its and for its Affiliates' compliance with this section and, to the extent applicable, a Regional Trade Compliance Supplemental Terms incorporated herein by reference. 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 https:Hi)rivacy.microsoft.com/privacystatement. a. Primary contact. This contact is the primary contact for the Enrollment from within Enrolled Affiliate's Enterprise. This contact may also be an Online Administrator for Volume Licensing EA20261 EnrGov(US)SLG(ENG)(Aug2025) Page 8 of 10 Document X20-10637 23 in the Microsoft 365 Admin Center(MAC)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)* Orange County Contact name: First* David Middle Last* Mathias Contact email address* dmathias@orangecountync.gov Street address* 131 W. Margaret Lane City* Hillsborough State* NC Postal code*27278-2547- (Please provide the zip +4, e.g. xxxxx-xxxx) Country* United States Phone* 919-245-2272 Tax ID Work or School (WSA)Account ID *indicates required fields b. Notices contact and Online Administrator. This contact(1)receives the contractual notices, (2) is the Online Administrator for Volume Licensing in the Microsoft 365 Admin Center (MAC)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* David Middle Last* Mathias Contact email address*dmathias@orangecountync.gov Street address* 131 W. Margaret Lane City* Hillsborough State* NC Postal code*27278-2547- (Please provide the zip +4, e.g. xxxxx-xxxx) Country* United States Phone* 919-245-2272 Work or School (WSA)Account ID 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* David Middle Last* Mathias Contact email address*dmathias@orangecountync.gov Phone* 919-245-2272 Work or School (WSA)Account ID ❑This contact is from a third party organization(not the entity). Warning: This contact receives personally identifiable information of the entity. *indicates required fields EA20261 EnrGov(US)SLG(ENG)(Aug2025) Page 9 of 10 Document X20-10637 24 d. Reseller information. Reseller contact for this Enrollment is: Reseller company name* SHI International Corp. Street address (PO boxes will not be accepted)* 290 Davidson Ave City* Somerset State* NJ Postal code* 08873-4145 Country* United States Contact name* SarahLatini Phone* 888-764-8888 Contact email address* msteam@shi.com *indicates required fields By signing below, the Reseller identified above confirms that all information provided in this Enrollment is correct. Signature* Sczvac vLat'wi l Printed name* Sarah Latini 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, Z 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. EA20261 EnrGov(US)SLG(ENG)(Aug2025) Page 10 of 10 Document X20-10637 25 E Microsoft Volume Licensing Program Signature Form MBA/MBSA number AMD000469425 Agreement number 7274047 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 Enter rise Enrollment Indirect X20-10637 Product Selection Form 3091431.009 PSF Enterprise Amendment M97- 73183586 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)*Orange County Signature* Printed First and Last Name* Printed Title Signature Date* Tax ID *indicates required field ProgramSignForm(MSSign)(NA,LatAm)ExBRA,MLI(EN G)(May2020) Page 1 oft Document X20-12883 26 Microsoft Microsoft Corporation Signature Printed First and Last Name Printed Title Signature Date (date Microsoft Affiliate countersigns) Agreement Effective Date (may be ditterent than Microsott's signature date) Optional 2nd 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 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 ProgramSignForm(MSSign)(NA,LatAm)ExBRA,MLI(ENG)(May2020) Page 2 of Document X20-12883 27 Enterprise Enrollment Product Selection Form Microsoft I Volume Licensing Proposal ID Enrollment Number 3091431.009 Language: English (United States) 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 1,373 1,373 1.0 User Licenses Products Enterprise Quantity Microsoft 365 Enterprise M365 G3 GCC USL Unified 1,373 Enrolled Affiliate's Product Quantities: Price Group 1 2 3 4 Enterprise Products Office Professional Plus+M365 Apps Client Access Client Access Win E3+Win E5+ for Enterprise+Office 365(Plans E3 License+Office 365 License+Windows Win VDA+Microsoft and E5)+Microsoft 365 Enterprise (Plans E1,E3 and Intune+EMS USL+ 365 Enterprise E5)+Microsoft 365 Microsoft 365 Enterprise Enterprise Quantity 1373 1373 1373 1373 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 Page 1 of 2 EA-EASP rodSel Form(WW)(EN G) MS Quote 28 Enterprise Enrollment Product Selection Form Microsoft I Volume Licensing 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 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:In the following countries,any direct Enrollment consisting of only Enterprise Online Services will not be eligible for the Renewal option described in Section 5.b.of the Enrollment or for a new Enrollment due to program changes:Argentina,Australia,Austria,Belgium,Canada,Chile,Cyprus,Denmark, Finland,France,Germany,Greece,Iceland,Ireland,Jamaica,Italy,Lichtenstein,Luxemburg,Malta,Netherlands,Norway,Portugal,Puerto Rico,South Africa,Spain,Sweden,Switzerland,Trinidad&Tobago,United Kingdom,United States,and Uruguay. Note 2: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 3:Unless otherwise indicated in the associated Agreement documents,the CAL selection must be the same across the Enterprise for each Profile. Note 4:If Enrolled Affiliate does not order an Enterprise Product or Enterprise Online Service associated with an applicable Product pool,the price level for Additional Products in the same pool will be price level"A"throughout the term of the Enrollment.Refer to the Qualifying Government Entity Addendum pricing provision for more details on price leveling. Page 2 of 2 EA-EASProdSelForm(WW)(ENG) MS Quote 29 071 Microsoft Volume Licensing Previous Enrollment(s)/Agreement(s) Form Entity Name: Orange County Contract that this form is attached to: State Local Government For the purposes of this form, "entity" can mean the signing entity, Customer, Enrolled Affiliate, Government Partner,Institution,or other party entering into a volume licensing program agreement. Please provide a description of the previous Enrollment(s), Agreement(s), Purchasing Account(s), and/or Affiliate Registration(s) being renewed or consolidated into the new contract identified above. a. Entity may select below any previous contract(s)from which to transfer MSDN subscribers to this new contract. Entity shall ensure that each MSDN subscriber transferred is either properly licensed under the new contract or is removed. b. Entity may select below only one previous contract from which to transfer the Software Assurance (SA) Benefit contact details, i.e., benefits contact(not the SA manager) and the program codes,to this new contract. c. An Open License cannot be used to transfer either the SA Benefit details or MSDN subscribers. d. The date of the earliest expiring Enrollment/Agreement that contains SA or Online Services will be the effective date of the new contract(or SA coverage period for Select Plus). e. Please insert the number of the earliest expiring Enrollment/Agreement with SA or Online Services in the appropriate fields of the new contract. Enrollment/Agreement/ Enrollment/Agreement/ Transfer Transfer Purchasing AccountlAffiliate Purchasing Account/Affiliate SA Benefit MSDN Registration Description Registration Public Customer Contact SuNumber bscribers Enrollment 75194012 X X PrevEnrAgrForm(WVV)(ENG)(Oct2019) Page 1 of 1 Document X20-12873 30 �! Microsoft Volume Licensing Amendment to Contract Documents Enrollment Number AMD 000469425 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 Invoice for Quoted Price Amendment ID M97 The price quoted to Enrolled Affiliate is a fixed price based on an estimated order submission date. Microsoft will invoice Enrolled Affiliate based on this fixed price quote. If this order is submitted later than the estimated order submission date, Enrolled Affiliate will be charged for net new Monthly Subscriptions(including Online Services)for the period during which these services were not provided. For Indirect models, Pricing to Enrolled Affiliate is agreed between Enrolled Affiliate and Enrolled Affiliate's Reseller. SKU Number SKU Description Existing Quantity Incremental quantities AAD-34704 M365 G3 Unified FUSL 1,179 194 GCC Sub Per User DDJ-00001 Power BI Pro GCC Sub 45 0 Per User NYH-00001 Teams AC with Dial Out 1,373 0 US/CA GCC Sub Add-on P3U-00001 Visio P2 GCC Sub Per 4 0 User YGD-00001 Copilot Studio GCC Sub 0 1 (Messages) 852-00003 Copilot Studio Legacy 0 1 USL GCC Sub Per User EP2-24658 M365 Copilot GCC Sub 0 20 Add-on VA1-00001 Teams Rooms Pro GCC 18 0 Sub Per Device 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: VL Central Amendments M97 Blue Page 1 of 2 31 "(M97)EnrAmend(Ind)(InvoiceforQuotedPrice) M97 Blue ENG Dec2024 IU .docx" VL Central Amendments M97 Blue Page 2 of 2