HomeMy WebLinkAbout2019-10-22; City Council; Resolution 2019-211RESOLUTION NO. 2019-211
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD,
CALIFORNIA, AUTHORIZING THE CITY MANAGER TO EXECUTE AN
AGREEMENT FOR THE RENEWAL OF THE MICROSOFT ENTERPRISE
AGREEMENT WITH CDW GOVERNMENT, LLC, (CDW-G) IN AN AMOUNT NOT
TO EXCEED $2,000,000 FOR A TERM ENDING DEC. 31, 2022
WHEREAS, the City of Carlsbad uses a number of Microsoft software products and hosted
services and has determined that the most cost-effective way to purchase those products and services
is under Microsoft's Enterprise Agreement Program; and
WHEREAS, the City of Carlsbad currently purchases Microsoft products, maintenance and
hosted services under a Microsoft Enterprise Agreement (Agreement); and
WHEREAS, CDW-G, LLC, an authorized Microsoft reseller, provides products and technology
services under the County of Riverside's Cooperative Purchasing Enterprise Agreement No. PSA -
0001522;and
WHEREAS, under Carlsbad Municipal Coded 3.28.100, Cooperative Purchasing, the Purchasing
Officer has the authority to join with other public agencies for the purchase of goods or services when
it is in the best interest of the City; and
WHEREAS, the Purchasing Officer has reviewed the agreement and agrees the purchase is in
the best interest of the City; and
WHEREAS, the budget to procure the software is available in the Information Technology
Department's fiscal year 2019-20 Operating Budget; and
WHEREAS, the funding for the Agreement's future years will be considered on an annual basis
in the Information Technology Department's annual budget requests; and
WHEREAS, the payments of the annual true-up are not included in the not to exceed amount
of the Agreement but will be handled on an annual basis Pursuant to Section 3.28.050, Procurement
of Goods, of the Carlsbad Municipal Code.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California, as
follows:
1. That the above recitations are true and correct.
2. That the renewal of the Agreement with CDW-G, LLC, is hereby approved and the
city manager, or his designee, is authorized to execute all required documents on
behalf of the city.
3. That the purchase of Microsoft Software from CDW-G, LLC, under the Agreement,
shall not exceed $2,000,000 ending Dec. 31, 2022.
4. That funding for year one is in the fiscal year 2019-20 Information Technology
Department's Operating Budget and the funding for years two and three will be
brought forth with future budget submittals for consideration and approval.
5. That execution of the renewal of the agreement with CDW-G, LLC, is contingent upon
CDW-G, LLC providing a final quote and executing the required agreement in a form
Oct. 22, 2019 Item #3 Page 3 of 23
acceptable to the City Attorney within nine (9) days of adoption of this Resolution.
PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Council of the City of
Carlsbad on the 22nd day of October 2019, by the following vote, to wit:
AYES: Hall, Blackburn, Bhat-Patel, Schumacher.
NAYS:
ABSENT:
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Oct. 22, 2019 Item #3 Page 4 of 23
DocuSign Envelope ID: D2CD0787-149C-478B-AD8E-6D38FSBE6E69
Microsoft I Volume Licensing
Discount Transparency Disclosure Form
Date: 10/22/2019
Program: Enterprise 6
Enrollment Number. Renewal
Quote Number. 0892677.002
Partner Name: CDW Logistics, Inc.
Reseller Address: 200 N. Milwaukee Avenue
Vernon Hills, IL, United States, 60061
Discount Details
For this enrollment, Microsoft provided the Customer's Partner an additional discount off of the Partner's Net Price. The
Partner is required, by Microsoft, to pass on the additional discount to the Customer by reducing the Microsoft Product
resale price by an amount equal to or greater then the discount.
Listed in the table below is the maximum price the partner may charge for the Microsoft Products to be ordered under
this enrollment. The Maximum Resale Price (MRP) Is calculated by subtracting the additional discount provided to the
Partner, from the total estimated resale price for the Microsoft Products.
The requirement to pass through the additional discount, does not mean that Microsoft is setting the Customer's actual
price. Partners remain free to set the price charged for Microsoft Products at any point equal to or below MRP. The
Customer's actual price will be established by a separate agreement between Customer and its Partner.
Ordered Products
Currency ' I Maximum Resale Price
US Dollar I 2,702,486
Note: The Maximum Resale Price listed in the table above only pertains to the Microsoft Products to be ordered under this Enrollment
The content of this form has no Impact on the Customer's price for Non-Microsoft products and services.
In this fom,, the following definitions apply:
•customer" means the entity that may enter or has entered into a Contract with the Partner.
"Contract" means a binding agreement between the Partner and Affiliate, under which Customer orders Products from Partner.
"Microsoft" means (1) the entity that has entered Into an agreement with Partner under which Partner may place orders for Mlc:,osoft
Products for use by the Customer and (2) the affiliates of such entity, as appropriate.
"Maximum Resale Price" means the sum of the Estimated Retail Price for all Microsoft Products ordered under the Customer Contract
minus the aggregated discount off of the Partner's Net Price provided by Microsoft listed in the currency in which the Partner or Partner's
reseller transacts with Microsoft.
"Product" mea·ns all Microsoft Products identified In the Product Terms. such as all Software, Online Services, and other web-based
services, lndudlng pre-release or beta version. Microsoft product availability may vary by region.
Partner:
Customer:
Signature of Customer's authorized representative:
Printed name:
Printed title:
Date:
CDW LogiS!icS, Inc. s u,ff ilvlt.f .,,,....,_.
Scott Chadwi ck
Cit1! Manager 1072 720!9
Approved As To Form
Celia Brewer, City Attorney
Byt)i.lJ-..,.ie (k.11ltt
Assistant Ci Attorney 1/1
Oct. 22, 2019 Item #3 Page 5 of 23
DocuSign Envelope ID: D2CD0787-149C-478B-AD8E-6D38F5BE6E69 1• Microsoft Volume Licensing
Program Signature Form
MBNMBSA number 004-kayleed-S-20
Agreement number 8084445
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 I Number or Code I
<Choose Agreement> .
<Choose Aareement>
<Choose Aoreement> l
<Choose Agreement> .
<Choose Aareement>
Enterprise Enrollment X20-10634
<Choose EnrollmenURegistration>
<Choose EnrollmenUReoistration>
<Choose EnrollmenURegistration>
<Choose EnrollmenUReaistration>
PSF 0892677.002 (PSF)
Amendment CTM-CTC-CTL <NEW)
Discount Transoarencv Disclosure Form 0892677.002 (DTF)
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)* City of Carlsbad
Signature* $c«f {juj,wic/c.
Printed First and Last Name* Scott chadwi ck
Printed Title City Manager
Signature Date* 1012812019
Tax ID
* indicates required field
ProgramSignForm(MSSign)(NA,LatAm)ExBRA,MLl(ENG)(Aug2014) Page 1 of 2
Oct. 22, 2019 Item #3 Page 6 of 23
DocuSign Envelope ID: D2CD07B7-149C-478B-AD8E-6D38F5BE6E69
Microsoft Affiliate
Microsoft Corporation
Signature --~---------------------------
Printed First and Last Name
Printed Title
Signature Date
(date Microsoft Affiliate countersigns)
Agreement Effective Date
(may be different than Microsoft's signature date)
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* ------------------------------
Pr Int e d First and Last Name*
Printed Title
Signature Date•
• indicates required field
If Customer requires physical media, additional contacts, or is reporting multiple previous Enrollments,
include the appropriate form(s) with this signature form.
After this signature form is signed by the Customer, send it and the Contract Documents to Customer's
channel partner or Microsoft account manager, who must submit them to the following address. When
the signature form is fully executed by Microsoft, Customer will receive a confirmation copy.
Microsoft Corporation
Dept. 551, Volume Licensing
6100 Neil Road, Suite 210
Reno, Nevada 89511-1137
USA
ProgramSignForm(MSSign)(NA,LatAm)ExBRA,MLl(ENG)(Aug2014) Page 2 of 2
Oct. 22, 2019 Item #3 Page 7 of 23
DocuSign Envelope ID: D2CD07B7-149C-478B-AD8E-6D38F5BE6E69
1• Microsoft
Enterprise Enrollment
Enterprise Enrollment number
(Microsoft to complete)
Previous Enrollment number
(Reseller to complete) 82891579
Volume Licensing
State and Local
Framework ID I
(if applicable} ._ _________ _.
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.
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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.
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"State/Local Entity" means (1) any agency of a state or local government in the United States, or (2) any
United States county, borough, commonwealth, city, municipality, town, township, special purpose district,
or other similar type of governmental instrumentality established by the laws of Customer's state and
located within Customer's state's jurisdiction and geographic boundaries.
"Tribal Entity" means a federally-recognized tribal entity performing tribal governmental functions and
eligible for funding and services from the U.S. Department of Interior by virtue of its status as an Indian
tribe.
"Use Rights" means, with respect to any licensing program, the use rights or terms of service for each
Product and version published for that licensing program at the Volume Licensing Site. The Use Rights
supersede the terms of any end user license agreement (on-screen or otherwise) that accompanies a
Product. The Use Rights for Software are published by Microsoft in the Product Terms. The Use Rights for
Online Services are published in the Online Services Terms.
"Volume Licensing Site" means http://www.microsoft.com/licensing/contracts or a successor site.
2. Order requirements.
a. Minimum order requirements. Enrolled Affiliate's Enterprise must have a minimum of 250
Qualified Users or Qualified Devices. The initial order must include 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.
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(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 retroactively to the month in which they were
ordered.
(iv) Subscription License reductions. Enrolled Affiliate may reduce the quantity of
Subscription Licenses at the Enrollment anniversary date on a prospective basis if
permitted in the Product Terms, as follows:
1) For Subscription Licenses that are part of an Enterprise-wide purchase, Licenses may
be reduced if the total quantity of Licenses and Software Assurance for an applicable
group meets or exceeds the quantity of Qualified Devices and Qualified Users (if
ordering user-based Licenses) identified on the Product Selection Form, and includes
any additional Qualified Devices and Qualified Users added in any prior true-up orders.
Step-up Licenses do not count towards this total count.
2) For Enterprise Online Services that are not a part of an Enterprise-wide purchase,
Licenses can be reduced as long as the initial order minimum requirements are
maintained.
3) For Additional Products available as Subscription Licenses, Enrolled Affiliate may
reduce the Licenses. If the License count is reduced to zero, then Enrolled Affiliate's
use of the applicable Subscription License will be cancelled.
Invoices will be adjusted to reflect any reductions in Subscription Licenses at the true-up
order Enrollment anniversary date and effective as of such date.
(v) Update statement. An update statement must be submitted instead of a true-up order if,
since the initial order or last true-up order, Enrolled Affiliate's Enterprise: (1) has not
changed the number of Qualified Devices and Qualified Users licensed with Enterprise
Products or Enterprise Online Services; and (2) has not increased its usage of Additional
Products. This update statement must be signed by Enrolled Affiliate's authorized
representative.
(vi) True-up order period. The true-up order or update statement must be received by
Microsoft between 60 and 30 days prior to each Enrollment anniversary date. The third-
year true-up order or update statement is due within 30 days prior to the Expiration Date,
and any license reservations within this 30 day period will not be accepted. Enrolled Affiliate
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may submit true-up orders more often to account for increases in Product usage, but an
annual true-up order or update statement must still be submitted during the annual order
period.
(vii)Late true-up order. If the true-up order or update statement is not received when due,
Microsoft will invoice Reseller for all Reserved Licenses not previously invoiced and
Subscription License reductions cannot be reported until the following Enrollment
anniversary date (or at Enrollment renewal, as applicable).
h. Step-up Licenses. For Licenses eligible for a step-up under this Enrollment, Enrolled Affiliate
may step-up to a higher edition or suite as follows:
(i) For step-up Licenses included on an initial order, Enrolled Affiliate may order according to
the true-up process.
(ii) If step-up Licenses are not included on an initial order, Enrolled Affiliate may step-up
initially by following the process described in the Section titled "Adding new Products not
previously ordered," then for additional step-up Licenses, by following the true-up order
process.
i. Clerical errors. Microsoft may correct clerical errors in this Enrollment, and any documents
submitted with or under this Enrollment, by providing notice by email and a reasonable
opportunity for Enrolled Affiliate to object to the correction. Clerical errors include minor
mistakes, unintentional additions and omissions. This provision does not apply to material
terms, such as the identity, quantity or price of a Product ordered.
j. Verifying compliance. Microsoft may, in its discretion and at its expense, verify compliance
with this Enrollment as set forth in the Enterprise Agreement.
3. Pricing.
a. Price Levels. For both the initial and any renewal term Enrolled Affiliate's Price Level for all
Products ordered under this Enrollment will be Level "D" throughout the term of the Enrollment.
b. Setting Prices. Enrolled Affiliate's prices for each Product or Service will be established by its
Reseller. Except for Online Services designated in the Product Terms as being exempt from
fixed pricing, As long as Enrolled Affiliate continues to qualify for the same price level,
Microsoft's prices for Resellers for each Product or Service ordered will be fixed throughout the
applicable initial or renewal Enrollment term. Microsoft's prices to Resellers are reestablished
at the beginning of the renewal term.
4. Payment terms.
For the initial or renewal order, Enrolled Affiliate may pay upfront or elect to spread its payments over the
applicable Enrollment term. If an upfront payment is elected, Microsoft will invoice Enrolled Affiliate's
Reseller in full upon acceptance of this Enrollment. If spread payments are elected, unless indicated
otherwise, Microsoft will invoice Enrolled Affiliate's Reseller in three equal annual installments. The first
installment will be invoiced upon Microsoft's acceptance of this Enrollment and remaining installments will
be invoiced on each subsequent Enrollment anniversary date. Subsequent orders are invoiced upon
acceptance of the order and Enrolled Affiliate may elect to pay annually or upfront for Online Services and
upfront for all other Licenses.
5. End of Enrollment term and termination.
a. General. At the Expiration Date, Enrolled Affiliate must immediately order and pay for Licenses
for Products it has used but has not previously submitted an order, except as otherwise
provided in this Enrollment.
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b. Renewal option. At the Expiration Date of the initial term, Enrolled Affiliate can renew
Products by renewing this Enrollment for one additional 36-month term or by signing a new
Enrollment. Microsoft must receive a Renewal Form, Product Selection Form, and renewal
order prior to or at the Expiration Date. Microsoft will not unreasonably reject any renewal.
Microsoft may make changes to this program that will make it necessary for Customer and its
Enrolled Affiliates to enter into new agreements and Enrollments at renewal.
c. If Enrolled Affiliate elects not to renew.
(i) Software Assurance. If Enrolled Affiliate elects not to renew Software Assurance for any
Product under its Enrollment, then Enrolled Affiliate will not be permitted to order Software
Assurance later without first acquiring a new License with Software Assurance.
(ii) Online Services eligible for an Extended Term. For Online Services identified as eligible
for an Extended Term in the Product Terms, the following options are available at the end
of the Enrollment initial or renewal term.
1) Extended Term. Licenses for Online Services will automatically expire in accordance
with the terms of the Enrollment. An extended term feature that allows Online Services
to continue month-to-month ("Extended Term") for up to one year, unless designated
in the Product Terms to continue until cancelled, is available. During the Extended
Term, Online Services will be invoiced monthly at the then-current published price as
of the Expiration Date plus a 3% administrative fee. If Enrolled Affiliate wants an
Extended Term, Enrolled Affiliate must submit a request to Microsoft at least 30 days
prior to the Expiration Date.
2) Cancellation during Extended Term. At any time during the first year of the
Extended Term, Enrolled Affiliate may terminate the 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.
(Ill} Subscription Licenses and Online Services not eligible for an Extended Term. If
Enrolled Affiliate elects not to renew, the Licenses will be cancelled and will terminate as
of the Expiration Date. Any associated media must be uninstalled and destroyed and
Enrolled Affiliate's Enterprise must discontinue use. Microsoft may request written
certification to verify compliance.
d. Termination for cause. Any termination for cause of this Enrollment will be subject to the
"Termination for cause" section of the Agreement. In addition, it shall be a breach of this
Enrollment if Enrolled Affiliate or any Affiliate in the Enterprise that uses Government
Community Cloud Services fails to meet and maintain the conditions of membership in the
definition of Community.
e. Early termination. Any early termination of this Enrollment will be subject to the "Early
Termination" Section of the Enterprise Agreement.
For Subscription Licenses, in the event of a breach by Microsoft, or if Microsoft terminates an
Online Service for regulatory reasons, Microsoft will issue Reseller a credit for any amount paid
in advance for the period after termination.
6. Government Community Cloud.
a. Community requirements. If Enrolled Affiliate purchases Government Community Cloud
Services, Enrolled Affiliate certifies that it is a member of the Community and agrees to use
Government Community Cloud Services solely in its capacity as a member of the Community
and, for eligible Government Community Cloud Services, for the benefit of end users that are
members of the Community. Use of Government Community Cloud Services by an entity that
is not a member of the Community or to provide services to non-Community members is strictly
EA2016EnrGov(US)SLG(ENG)(Nov2016) Page 6 of 10
Document X20-10634 Oct. 22, 2019 Item #3 Page 13 of 23
DocuSign Envelope ID: D2CD07B7-149C-478B-AD8E-6D38F5BE6E69
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.
EA2016EnrGov(US)SLG(ENG)(Nov2016) Page 7 of 10
Document X20-10634 Oct. 22, 2019 Item #3 Page 14 of 23
DocuSign Envelope ID: D2CD07B7-149C-478B-AD8E-6D38F5BE6E69
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:
181 Enrolled Affiliate only
D Enrolled Affiliate and all Affiliates
D 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):
D Enrolled Affiliate and all Affiliates, with following Affiliate(s) excluded:
b. Please indicate whether the Enrolled Affiliate's Enterprise will include all new Affiliates acquired
after the start of this Enrollment: Include future Affiliates
2. Contact information.
Each party will notify the other in writing if any of the information in the following contact information page(s)
changes. The asterisks (*) 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://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 Carlsbad
Contact name* First Maria Last Callander
Contact email address* Maria.Callander@carlsbadca.gov
Street address* 1635 Faraday Ave.
City* Carlsbad
EA2016EnrGov(US)SLG(ENG)(Nov2016) Page 8 of 10
Document X20-10634 Oct. 22, 2019 Item #3 Page 15 of 23
DocuSign Envelope ID: D2CD07B7-149C-478B-AD8E-6D38F5BE6E69
State/Province* CA
Postal code* 92008-
(For U.S. addresses, please provide the zip + 4, e.g. xxxxx-xxxx)
Country* USA
Phone* (760) 602-2465
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.
D Same as primary contact (default if no information is provided below, even if the box is not
checked).
Contact name* First Joe Last Stephenson
Contact email address* Joe.Stephenson@carlsbadca.gov
Street address* 1635 Faraday Ave.
City* Carlsbad
State/Province* CA
Postal code* 92008-
(For U.S. addresses, please provide the zip + 4, e.g. xxxxx-xxxx)
Country* USA
Phone* 760-585-5429
Language preference. Choose the language for notices. English D 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.
1:8'.l 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* D 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* CDW Logistics, Inc.
Street address (PO boxes will not be accepted)* 200 N. Milwaukee Ave.
City* Vernon Hills
State/Province* IL
Postal code* 60061
Country* USA
Contact name* Aubrey Styles
Phone* 262-237-3805
Contact email address* aubrey.styles@cdw.com
* indicates required fields
EA2016EnrGov(US}SLG(ENG}(Nov2016} Page 9 of 10
Document X20-10634
Oct. 22, 2019 Item #3 Page 16 of 23
DocuSign Envelope ID: D2CD07B7-149C-478B-AD8E-6D38F5BE6E69
By signing below, the Reseller identified above confirms that all information provided in this
Enrollment is correct.
Signature• Au6;l s~
Printed name* Aubrey Styes
Printed title* Microsoft SSA
Date* 10.23.2019
* 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? D Yes, [gl No.
If a purchase under this Enrollment is financed through MS Financing, and Enrolled Affiliate chooses not to
finance any associated taxes, it must pay these taxes directly to Microsoft.
EA2016EnrGov(US)SLG(ENG)(Nov2016) Page 10 of 10
Document X20-10634
Oct. 22, 2019 Item #3 Page 17 of 23
CDW Government Microsoft Enterprise Agreement Quote
Organiutlon
Contact Name
Enrollment
Quote Name
Quote Date
Version
CDW Account Manaaer
Vear 1
Onlmc-Service~
Cltv of Carlsbad
NEW
EA Renewal • 38 months
10.22.19
v2FINAL
Jeff
"\r-t Unit Prt<f' Product Dc:;cr,phon M,cro:.oft P.lrt Number COW P.1rt Number Our.1t1on (r.lon!hs) L1cc-nsc UuJnt1ty htlC'ndcd Amount (USO) (r~1011thl'I', USO)
ECAL8f1d e036S ALNG SubsVL MVL Pltfrm PerUsr AAA 12428 S10739S
ECALBrid e036SFromSA AlNG SubsVl MVl Pltfrm PorUsr AAA•12436 4628681
AAA•l1894 5041058
9K4--00003 4632616
JSU--00001 4611351
MQM--00001 5430987
7P5--00004
076-01912
MX3--00117 3891396
H04-00268 20269S6
359--00792 2186887
7JQ--00343 2747931
228-04433 2106689
7NQ,00292 2716749
OatactrCore ALNG SA MVl 2llc Corellc 9EP--00208 4398733
6VC-01254 2288626
WinSvrOCCoro AlNG SA MVl 2llc CoreUc 9EA--00278 4354663
WinSvrExteonn ALNG SA MVl R39--00396 241S170
WinSvrSTOCore AlNG SA MVl 2Lic Corellc 9EM--00270 4354666
YearZ
Online Sc1'11cc s
3.17 14
2.76 14
17.47 14
9.66 14
101.2S 14
4.5S 14
22.97 14
90 3994.20
1390 53,709.60
1480 361,978.40
109 14,741.16
l 1,417.SO
10 637.00
48 IS 43S.84
64 37,318.40
s s
136.36 s
1,250.80 s
1.417.93 s 2,835.86
39.83 100 s 3,983.00
2,622.66 16 s 41,962.56
171.23 14 s 2,397.22
683.94 33 s 22.570.02
S7.27 30 s 1,718.10
25.23 170 s 4,289.10
146.85 164 s 24,083.40
385.13 s s 1,925.65
20.70 240 s 4,968.00
On Premise T oQI: s 7 .78
Year 1 Total: $ 706,914.32
Nl't Un,t Pr1c£' Product Ot•\rnptmn r,1mosoft PJrt rfombcr COW PJrt Number Duration (Monthsf Liccmc Qu:1nt1ty h.tcndcd Amount {USO! (Month!\, U!>O)
ECALSrld e0365 ALNG SubsVL MVL Pltfrm PerUsr AAA 12428 510739S 3.17 12 90 3,423.60
ECALBrld e0365FromSA ALNG SUbsVL MVl Pltfrm PorUsr AAA-12436 4628681 2.76 12 1390 46,036.80
036SGCCE3 ShrdSIIT' ALNG SubsVl MVl PerUsr 5041058 17.47 12 1480 310 267.20
0 0 g
en co· :,
m :, < (1)
0 al q
0 N ()
0 0 -.I CD ~
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~ -.I 00 CD )>
0 00 m "' 0 (,.) 00 -n °' CD m a, m a, (0
Oct. 22, 2019 Item #3 Page 18 of 23
9K4-00003 4632616
J5U-00001 4611351
MQM-00001 5430987
7Ps-oo004 5373059
076--01912 2026955
VSEntSubM50N AlNG SA MVI. MX?.-00117 3891396
ShartPolntSvr ALNG SA MV1. H04-00268 2026956
SQLCAL ALNG SA MVL Dv<CAL 3S9-00792 2186887
SQLSvrEntCort AI.J\IG SA MVL 2Uc Core lie 7JQ-00343 2747931
SQLSvrStd ALNG SA MVI. 228-0«33 2106689
7NQ-00292 2716749
9EP-00208 4398733
6VC.01254 2288626
9EA-00278 4354663
WlnSvrExtConn ALNG SA MVL R39-00396 241S170
WlnSvrSTOCort ALNG SA MVI. 2Uc Cortllc 9EM-00270 4354666
Year 3
Onl1n£' Services
9.66 12
101.25 12
4.55 12
22.97 12
109 12 635.28
1.215.00
10
48
64
1072.12 5 5,360.60
1,215.36 2 2 430.72
34.14 100 3414.00
2,247.99 16 35 967.84
146.n 14 2 054.78
586.24 33 19,345.92
49.09 30 $ 1472.70
21.63 170 s 3&n.10
125.87 164 $ 20 642.68
330.12 5 s 1,650.60
17.74 240 $ 4,257.60
On Premise Total: s 189,188.72
Year 2 Total: $ 608,734.04
Product De~mpt,on M,crosoft Part Number COW P.Jrt Number rJct u~it Pml' Duration (fllonthsl L,cense Quantity Extended Amount (USO} (Monthly, USO)
ECAUlrl e036S ALNG Subsvt. MVL Pltfrm PerUsr AAA-1242B 5107395 3.17 12 90 3,423.60
ECAL8rid e0365FromSA ALNG SubsVL MVI. Pltfrm PerUsr AAA-12436 462B681 2.76 12 1390 46,036.80
036SGCCE3 ShrdSvr ALNG Subsvt. MVI. PerUsr AAA-11894 5041058 17.47 12 1480 310,267.20
V1s1oOnlnP2from5AGCC ShrdSvr ALNG SubsVL MVL PerUsr 9K4-00003 4632616 9.66 12 109 12,635.28
Azure Moneta Commitment• US Gov JSU-00001 4611351 101.25 12 1,215.00
AzureActfveOr PremPlGCC ShrdSvr ALNG SubsVL MVL PerUsr MQM-00001 5430987 4.55 12 10 546.00
22.97
s
076--01912 202695S s 116.88 5,844.00
MX3-00117 3891396 s 1,072.12 5 5 360.60
ShartPolntSvr ALNG SA MVL H04-00268 2026956 s 1,215.36 2 2 430.72
SQJ.CAL ALNG SA MVI. Dv<CAL 359-00792 2186887 $ 34.14 100 3 414.00
SQLSvrEntCore ALNG SA MVI. 2Uc Corellc 7JQ-00343 2747931 s 2,247.99 16 3S 967.84
SQLSvrStd ALNG SA MVI. 228-04433 2106689 s 146.n 14 2 054.78
SQLSvrStdCore AI.J\IG SA MVI. 2Uc Corellc 7NQ-00292 2716749 s 586.24 33 19,345.92
9EP-00208 4398733 s 49.09 30 1472.70
6VC-01254 2288626 s 21.63 170 3 6n.10
WlnSvrOCCoro AI.J\IG SA MVL 2llc Corellc 9EA-00278 4354663 s 125.87 164 20 642.68
WlnSvrExtConn ALNG SA MVI. R39-00396 2415170 s 330.12 5 1,650.60
WlnSvrSTOCOre ALNG SA MVL 2Uc Corellc 9EM-00270 4354666 s 17.74 240 4,257.60
0 0 g
en ,o·
::,
m ::, < (I)
0 al q
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Oct. 22, 2019 Item #3 Page 19 of 23
01"1 Premise Tool: 189188.n
Year 3 Total: $ 608,734.04
Summary
Notes :: : Grand Total: I$
Riverside Contnoct: PSA-0001522
Quote Pf"..uored Iv Aubr-Styles
Title Software Solutions Advisor
£moll a· ............... "ell--.. ,,.,._
Phone 262-237-3805
All information and doa,ments hereby submitttd to CUSTOMER are the proputv of and are proprietory and •competition sesnltlvc" to COW Government, UC ("COW-G") and furtthr disclosuro to parties ouulde of CUSTOMER aro prohibited
without prior written consent of COW-G.
Authorized and submitted by:
COW-G, UC.
l? 0 C: en u5· :,
m :, ~ i5 al
~
0 I\.) ()
0 0 .... CD ~
-'" (0 ~ .... Cl) rp
)> 0 Cl) m O> 0 w Cl) ,,
<.n CD m a, m a, (0
Oct. 22, 2019 Item #3 Page 20 of 23
DocuSign Envelope ID: D2CD07B7-149C-478B-ADBE-6D38F5BE6E69
Enterprise Enrollment Product Selection Form Microsoft I Volume Licensing
Proposal ID Enrollment Number
0892677.002
Language: English (United States)
Enrolled Afflllate's Enterprise Products and Enterprise Onllne Services summary for the Initial order:
Profile Qualified Qualified Users Device / User Enterprise Product Platform Devices RaUo
Enterprise 1,098 1,480 0.7 Yes
Products I Enterprise Quantity
Office Professional Plus
Office Professional Plus I
Client Access License (CAL)
Enterprise CAL
Bridge for Office 365 I
ECAL Bridge for Office 365 From SA I
Windows Desktop
Windows Enterprise OS Upgrade I
0365 Gov Plans
O365GCC E3 I
Enrolled Afflllate's Product Quantities:
Price Group 1 2 3
Enterprise Products Office Professional Plus + Office Client Access License + Clienl Access License
365 ProPlus + Office 365 (Plans Office 365 (Plans E1, E3 + Windows lnlune +
E3 and E5) + Microsoft 365 and ES) + Microsoft 365 EMS USL + Microsoft
Enterprise Enterprise 365 Enterprise
Quantity 1705 1480 0
Enrolled Affillate's Price Level:
Product Offering / Pool
Enterprise Products and Enterprise Online Services US Ls: Unless otherwise indicated in associated contract documents,
Price level sel using the highest quantity from Groups 1 through 4.
Additional Product Application Pool: Unless otherwise Indicated In associated contract documents, Price level set using
quantity from Group 1.
CAL Licensing Model
User Licenses
225
90
1,390
1,098
1,480
4
Win E3 + Win E5 +
Win VOA + Microsoft
365 Enterprise
1098
Price Level
D
D
CTM
Page 1 of 2
Oct. 22, 2019 Item #3 Page 21 of 23
DocuSign Envelope ID: D2CD07B7-149C-478B-AD8E-6038FSBE6E69
Enterprise Enrollment Product Selection Form Microsoft I Volume Licensing
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 quanlity 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 lo 14,999 C
15,000 and above D
Note 1: Enterprise Onllne Services may not be available in an locations. Please see the Product List for a lisl or localions where these may be
purchased.
Note 2: Unless otherwise indicated In associated Agreement documents, the CAL selection must be the same across the Enterprise for each
Profile.
Note 3: Enrolled Aff~iate acknowledges that in order to use a third party to relmage the Windows Operating System Upgrade,Enrolled AffiUate must
certify that It has acquired qualifying operating system licenses. The requirement applies to Windows Enterprise OS Upgrade.See Product Terms
for details.
Note 4: If Enrolled Affdlate 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.
Note 5: Bridge CAL, Office 365 Plan EJ Add Ons, EMS Add Ons, Windows Ent SA Per User Add Ons, and Enterprise Cloud Suite Add On
quantities are not Included for Price Leveling, as License quantilies are determined by the corresponding Enterprise Online Service(s).
L1\ L·A01'10J , II u r,1(1/l'Wl{I 1-1• ,)
CTM
Page 2 of 2
Oct. 22, 2019 Item #3 Page 22 of 23
DocuSign Envelope ID: D2CD07B7-149C-478B-AD8E-6D38F5BE6E69
=• Microsoft Volume Licensing
Amendment to Contract Documents
Enrollment Number ._I _______ _, 004-kayleed-S-20
This amendment ("Amendmenr) 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
Amendment ID CTM
The Enrollment is hereby amended as follows:
1. The section of the Enrollment entitled "Term" is hereby amended and replaced in full as follows:
Term. The initial term of this Enrollment will expire on the last day of the month, thirty-eight
(38) full calendar months from the effective date of the initial term. If the Enrollment is renewed,
the renewal term will expire 36 full calendar months after the effective date of the renewal term.
Any reference in this Enrollment to "day" will be a calendar day. It could be terminated earlier
or renewed as provided in the Microsoft Enterprise Agreement and this Enrollment. Microsoft
will advise you of the renewal options before this Enrollment expires.
2. As a result of the revised Term, the anniversary dates shall be deemed to be:
• 1'1 anniversary: January 1, 2021
• 2nd anniversary: January 1, 2022
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 Onl :
City of Carlsbad CTM Amend (modified CTM
term .docx
AmendmentApp v4.0 CTM-CTC-CTL
CTM-CTC-CTL BD
BO
Page 1 of 1
Oct. 22, 2019 Item #3 Page 23 of 23