HomeMy WebLinkAbout2007-10-16; City Council; 19204; Microsoft Enterprise Agreement ProgramCITY OF CARLSBAD - AGENDA BILL
AB#
MTG
DEPT.
19,204
10/16/07
IT
APPROVING ENROLLMENT IN THE
MICROSOFT ENTERPRISE
AGREEMENT PROGRAM AND
PURCHASE OF MICROSOFT
SOFTWARE LINCENSES FROM
COMPUCOM SYSTEMS, INC.
DEPT. HEAD <&*
CITY ATTY. /j^
CITYMGR. i^
RECOMMENDED ACTION:
Adopt Resolution No. 2007-276 approving enrollment in Microsoft's Enterprise Agreement program and
the purchase of Microsoft software products under the Enterprise Agreement from CompuCom Systems,
Incorporated.
ITEM EXPLANATION:
The City uses a variety of Microsoft software in its computing environment. This software includes
desktop operating systems, office productivity tools and database systems. The City currently purchases
Microsoft products under an agreement titled the Select Agreement (SA). Under the SA the City
purchases Microsoft software as a one time expense, without upgrade support rights.
Consistent with the citywide information technology strategic direction, the Information Technology (IT)
Department is in the process of utilizing additional Microsoft software products. This commitment to
additional Microsoft products is to both simplify and enhance the computing services IT provides to
internal and external customers. With the increased commitment to Microsoft products, it is
advantageous to purchase Microsoft products under its new agreement titled the Enterprise Agreement
(EA).
Microsoft's EA is a volume purchasing agreement available to large businesses and government
entities. The EA is a three-year commitment that permits software purchases to be amortized over that
three-year period. Under the EA each software purchase includes both the software licenses and
upgrade support rights. At the end of the three-year term the software licenses will be paid in full and the
City will have the option to renew for continuous upgrade support.
Compared to the SA, the EA is a more cost-effective way to stay current on Microsoft's latest technology
across the organization. It simplifies license management by providing automatic upgrades to new
versions of products. Other benefits under the EA include an additional 15% discount over SA pricing,
technical training vouchers for IT staff, online end-user training (eLearning) for all City staff and at home
use of City licensed Microsoft software. Under the at home use program employees can obtain a
licensed copy of most Microsoft Office desktop programs to use on their home computer. Employees
pay only for media (CDs), shipping, and handling.
DEPARTMENT CONTACT: Gordon Peterson - gpete@ci.carlsbad.ca.us
FOR CITY CLERKS USE ONLY.
COUNCIL ACTION: APPROVED
DENIED
CONTINUED
WITHDRAWN
AMENDED
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CONTINUED TO DATE SPECIFIC
CONTINUED TO DATE UNKNOWN
RETURNED TO STAFF
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The purchase of Microsoft software licenses under the Enterprise Agreement (EA) from CompuCom
Systems, Inc. represents the best value to the City consistent with Carlsbad Municipal Code, Chapter
3.28 - Purchasing. The EA was competitively bid by the Microsoft Corporation and awarded to five
resellers. CompuCom Systems, Inc. is one of the five authorized resellers and offered the lowest overall
price to the City. The City has a long-standing successful procurement and services relationship with
CompuCom Systems and in past engagements they have proven to be very knowledgeable on Microsoft
products. Additionally, CompuCom has a local Southern California presence, offers in-house technology
services and has the ability to provide technology services under the California Multiple Award Schedule
(CMAS) umbrella.
The process of migrating from the existing systems to a Microsoft environment will begin with a
technology assessment and design process. This process would normally cost the City approximately
$21,000; however CompuCom and Microsoft have agreed to fund the cost of this work from the
proceeds of the EA contract.
FISCAL IMPACT:
The total three-year cost of the Microsoft software licenses and upgrade support is $757,800. This
amount is amortized over a three-year period resulting in annual payments of approximately $252,600.
At the end of the three-year term the software license will be paid in full and the City can elect to renew
upgrade support only. If the City chooses to continue upgrade support, the annual support cost will be
approximately 60% of the combined costs of the license and support costs, or approximately $152,000.
Funding for the acquisition of Microsoft software licenses has been planned for and $253,000 is
available in the Information Technology's department budget for the first-year commitment. Subsequent
years (two and three) will be requested and shown in future Information Technology's Department
budget.
Assuming continued use of Microsoft software by the City, acquisition of Microsoft software under the
EA compared to the SA results in a net savings to the City of over $380,000 for the three-year period.
With the increased use of Microsoft products the IT Department will be replacing the current GroupWise
email system with Microsoft Outlook email and the current file server operating system Netware with
Microsoft Windows. The costs for these systems are similar and therefore are offsetting. Consistent with
strategic direction of the IT Department, migrating more fully to a Microsoft platform simplifies the
technology environment - taking the City from three operating systems to two operating systems. This
reduction of complexity supports the concentration of skills, and is in line with the IT Department's future
plan to migrate the City's UNIX application to a Windows based solution. The final transition to a single
operating system will mean easier system integration and enhanced IT service levels to City staff. The
transition to EA also provides City staff with home use rights. This opportunity should increase staff skill
levels, creating a more effective worker, with fewer calls to the helpdesk and less down-time.
ENVIRONMENTAL IMPACT:
Pursuant to Public Resources Code section 21065 and CEQA Guidelines section 15738, this contract
does not constitute a "project" within the meaning of CEQA and therefore, does not require an
environmental review.
EXHIBITS:
1. Resolution No, 2007-276
2. Microsoft Enterprise Agreement Terms and Conditions.
3. Enrollment form for Microsoft's Enterprise Agreement # 01E62044.
Page 3
4. Price quote from CompuCom Systems, Inc. dated 01/3/2007 for Microsoft software under Microsoft's
Enterprise Agreement for years one, two and three.
1 RESOLUTION NO. 2007-276
2 A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF CARLSBAD, CALIFORNIA, APPROVING
3 ENROLLMENT IN THE MICROSOFT ENTERPRISE
4 AGREEMENT PROGRAM AND THE PURCHASE OF
MICROSOFT SOFTWARE LINCENSES FROM
5 COMPUCOM SYSTEMS. INC.
6 WHEREAS, the City of Carlsbad has determined the need to acquire new and
7 additional Microsoft software licenses and has determined the best method to purchase
8 said software licenses is under Microsoft's Enterprise Agreement (EA) program; and
9 WHEREAS, enrollment in the EA is required to purchase Microsoft software
10
using this volume purchasing agreement; and
11
WHEREAS, CompuCom Systems Incorporated is an authorized Microsoft
12
product reseller under the EA; and
WHEREAS, after careful review and evaluation, the Information Technology
15 Department recommends enrollment in Microsoft's EA and purchase of Microsoft
16 software products and licenses from CompuCom Systems, Inc. under the Enterprise
17 Agreement; and
18 WHEREAS, CompuCom Systems Inc. and Microsoft Corporation have agreed to
19 provide at no cost the City services related to the preparation of a technology
20 assessment and design process necessary to identify the proper products and
21
implementation process for a successful migration to Microsoft products; and
22
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of
23
Carlsbad, California, as follows:
25 1. That the above recitations are true and correct.
26 2. That enrollment in Microsoft's EA program is hereby approved and the Mayor
27 is authorized to execute all required documents on behalf of the City.
28
1 3. That the purchase of Microsoft software from CompuCom Systems, Inc.
2 pursuant to Microsoft's EA number 01E62044 provides the best value to the City
consistent with Carlsbad Municipal Code, Chapter 3.28, is hereby approved and
4
3
the Mayor is authorized to execute all required documents or purchase orders on
5
behalf of the City.
6
4. That the purchase of Microsoft software from CompuCom Systems, Inc. under
7
Microsoft's EA shall not exceed $253,000.00 for year one of a three year8
agreement, as further described in the price quote dated October 9, 2007 for the
10 City of Carlsbad by CompuCom Systems, Inc.
11 5. That funding for subsequent years two and three may be appropriated at the
12 time Information Technology's Department budget is brought forth and approved.
13 6. That the City accepts the donation of services related to the preparation of a
14 technology assessment and design study, valued at approximately $21,000 from
CompuCom Systems, Inc. and Microsoft Corporation, and the Mayor is
16
authorized to sign the Letter of Agreement and donation of in kind services dated
17
October 4, 2007.
18
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PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Council
of the City of Carlsbad on the 16th day of October, 2007, by the following vote to wit:
AYES: Council Members Lewis, Kulchin, Hall, Packard, Nygaard
NOES: None
ABSENT: None
CCAUDE A
ATTEST:
>, Mayor
LORRAINE M. WOOD, City Clerk
(SEAL).
CLERK'S COPY
Microsoft Enterprise Agreement - Amendment-1
Enterprise Agreement
number
Microsoft affiliate to complete
This amends the Microsoft State and Local Government Enterprise
Agreement identified above between the County of Riverside and MICROSOFT
LICENSING, GP (the "agreement"). This amendment provides changes pursuant
to the requests of the County of Riverside and allows for an 11 month open
enrollment period. All terms used but not defined in this amendment will have
the meanings assigned to such terms in the agreement.
I. Amendment.
1. A new Section 19, special reference prices, is hereby added to the Enterprise
Agreement, as follows:
Notwithstanding any contradictory terms contained in sections 1,2,3,4 or 6 the
following shall apply:
a. Additional definitions. The following additional definitions shall apply to this
Section 19:
"Aggregate CAL Desktop Count" means the aggregate number of qualified
desktops under Enrollments associated herewith for which any combination of
the following products has been chosen as an enterprise product as of the Offer
Deadline: (i) Microsoft BackOffice Client Access License ("BackOffice CAL"); or
(ii) Microsoft Core Client Access License ("Core CAL");
"Aggregate Desktop Count" means the Aggregate CAL Desktop Count,
Aggregate Office Desktop Count, and/or Aggregate Windows Desktop Count, as
applicable;
"Aggregate Office Desktop Count" means the aggregate number of qualified
desktops under Enrollments associated herewith for which either (i) Microsoft
Office Standard Edition ("Office Standard") or (ii) Microsoft Office Professional
Edition ("Office Professional") has been chosen as an enterprise product as of
the Offer Deadline;
"Aggregate Windows Desktop Count" means the aggregate number of qualified
desktops under Enrollments associated herewith for which the Microsoft
Windows Professional desktop operating system has been chosen as an
enterprise product as of the Offer Deadline;
"CAL Family'' means any of the following enterprise products: (i) BackOffice
CAL; and/or (ii) Core CAL;
"Component Product" means any enterprise product listed on the table on
Attachment A hereto;
"Initial Desktop" means, with respect to any Enrollment, the number of qualified
desktops enrolled under such Enrollment as of its effective date;
County of Riverside EA amendment 1 Page 1 of 7
ORIGINAL
"Microsoft BackOffice Client Access License*and "BackOffice CAL" means each
of the following Client Access Licenses, when purchased together as a suite: (i)
Windows CAL; (ii) Exchange CAL; (Hi) SQL CAL; and (iv) SMS CAL;
"Microsoft Core Client Access License "and "Core CAL" means each of the
following Client Access Licenses, when purchased together as a suite: (i)
Windows CAL; (ii) Exchange CAU (Hi) SharePoint CAL; and (iv) SMS CAL;
"Non-Platform Enrollment" means any Enrollment associated herewith which is
not a Platform Enrollment;
"Offer Deadline" means August 1, 2004;
"Office Family" means either of the following enterprise products: (i) Office
Professional; or (ii) Office Standard;
"Open Enrollment Period" means the period which begins on September 1, 2003,
and which ends on the Offer Deadline;
"Participating Affiliate"means an eligible affiliate which executes an Enrollment
during the Open Enrollment Period;
"Platform Enrollment" means any Enrollment associated herewith for which each
of the following is a chosen enterprise product:
(I) either (i) Office Standard or (ii) Office Professional; and
(II) Microsoft Windows Professional desktop operating system;
and
(III) either (Hi) BackOffice tAL or (Iv) Core CAL
"Pre-Deadline Volume Level" means, with respect to a particular Product Family,
the price level by which the reference prices for enterprise products in such
Product Family, for Enrollments executed during the Open Enrollment Period,
shall be determined as set forth in this Section 19; and
"Product Family" means any of the following collections of enterprise products, as
defined in this Section 19: (i) Office Family; (ii) Windows Family; and/or (Hi) CAL
Family;
"Post-Deadline Volume Level" means, with respect to a particular Product
Family, the price level by which the reference prices for enterprise products in
such Product Family, for Enrollments executed after ffje Offer deadline, shall be
determined as set forth in this Section 19; and
"Windows Family" means the following enterprise product: Microsoft Windows
Professional desktop operating system.
"Renewal Term" shall have meaning as set forth in section 11 e of the agreement.
b. Determination of Pre-Deadline and Post-Deadline Volume Level.
The Pre-Deadline Volume Level for the Office Family shall be determined based upon the
Aggregate Office Desktop Count, according to the table in the following paragraph. The
Pre-Deadtine Volume Level for the Windows Family shall be determined by the
Aggregate Windows Desktop Count, according to the table in the following paragraph.
County of Riverside EA amendment 1 Page 2 of 7
The Pre-Deadline Volume Level for the CAL Family shall be determined by the
Aggregate CAL Desktop Count, according to the table in the following paragraph.
The following table shall be used to determine the Pre-Deadline Volume Levels for each
of the Product Families:
Pre-Deadline
Volume Level
Pre-Deadline
Volume Level A
Pre-Deadline
Volume Level B
Pre-Deadline
Volume Level C
Pre-Deadline
Volume Level D
Pre-Deadline
Volume Level D-
2%
Pre-Deadline
Volume Level D-
4%
Pre-Deadline
Volume Level D-
6%
Pre-Deadline
Volume Level D-
7.5%
Aggregate Desktop Count
Between 250 and 2,399 qualified desktops
Between 2,400 and 5,999 qualified desktops
Between 6,000 and 14,999 qualified desktops
Between 15,000 and 39,000 qualified desktops
Between 40,000 and 59,000 qualified desktops
Between 60,000 and 79,000 qualified desktops
Between 80,000 and 119.000 qualified desktops
Between 120,000 or more qualified desktops
The Post-Deadline Volume Level for the Office Family shall be determined based upon
the Aggregate Office Desktop Count, according to the table in the following paragraph.
The Post-Deadline Volume Level for the Windows Family shall be determined by the
Aggregate Windows Desktop Count, according to the table in the following paragraph.
And the Post-Deadline Volume Level for the CAL Family shall be determined by the
Aggregate CAL Desktop Count, according to the table in the following paragraph.
The following table shall be used to determine the Post-Deadline Volume Levels for each
of the Product Families:
Post-Deadline
Volume Level
Post-Deadline
Volume Level A
Post-Deadline
Volume Level B
Post-Deadline
Volume Level C
Aggregate Desktop
Count
Between 250 and
2,399 qualified
desktops
Between 2,400 and
5,999 qualified
desktops
Between 6,000 and
14,999 qualified
Corresponding
Enterprise
Agreement
Volume Level
A
B
C
County of Riverside EA amendment 1 Page 3 of7
Post-Deadline
Volume Level D
Post-Deadline
Volume Level D
Post-Deadline
Volume Level D
Post-Deadline
Volume Level D
Post-Deadline
Volume Level D
desktops
Between 15,000 and
39,999 qualified
desktops
Between 40,000 and
59,999 qualified
desktops
Between 60,000 and
79,999 qualified
desktops
Between 80,000 and
119,999 qualified
desktops
120,000 or more
qualified desktops
D
D-2%
D-4%
D-6%
D-7.5%
c. Determination of reference prices.
For Non-Platform Enrollments signed During the Open Enrollment Period, the following
shall apply:
• The Year 1 par-desktop reference price for each enterprise product covered
by each such Non-Platform Enrollment, for each Initial Desktop irrespective
of the number of qualified desktops under such Enrollment, shall be
determined according to the Table at Part 1 of Attachment A;
• The Year 2 through Year 5 per-desktop reference prices, respectively, for
each enterprise product covered by each such Non-Platform Enrollment, for
each Initial Desktop, shall be determined based upon the Pre-Deadline
Volume Level for the Product Family in which each such enterprise product is
contained, according to the Table at Part 1 of Attachment A;
• The per-desktop true up reference price for each enterprise product covered
by each such Non-Platform Enrollment, for each qualified desktop added to
the Enrollment during the first, second and third years, respectively, of the
term of such Enrollment, shall be determined based upon the Pre-Deadline
Volume Level for the Product Family in which each such enterprise product is
contained, according to the Tables at Parts 2, 3, and 4, respectively, of
Attachment A.
For Platform Enrollments signed during the Open Enrollment Period, the following shall
apply:
• The Year 1 per-desktop reference price for each enterprise product covered by
each such Platform Enrollment, for each Initial Desktop irrespective of the
number of qualified desktops under such Enrollment, shall be determined
County of Riverside EA amendment 1 Page 4 of7
according to the Table at Part 1 of Attachment A, less a discount of fifteen
percent (15%) or five percent (5%) for SA only orders. Such 15% (5% for SA
only orders) discount shall be applied to the sum of the reference prices of the
individual enterprise product components.
For example, if the sum of the annual per-desktop reference prices for the
enterprise products covered by a Platform Enrollment, as shown on Attachment
A, is $307.00, then the discount applied shall be
{$307.00x15=} $46.05,
and the resulting annual per-desktop reference price for such enterprise
products, in aggregate, shall be:
{ $307.00 - $46.05 = } $260.95.;
• The Year 2 and Year 3 per-desktop reference prices, respectively, for each
enterprise product covered by each such Platform Enrollment, for each Initial
Desktop shall be determined based upon the Pre-Deadline Volume Level
achieved by Participating Affiliates, pursuant to the terms and conditions of this
Section 19, for the Product Family in which each such enterprise product is
contained, according to the Table at Part 1 of Attachment A, less a discount of
fifteen percent (15%) or five (5%) for SA only orders;
• The per-desktop true up reference price for each enterprise product covered by
each such P/affomi Enrollment, for each qualified desktop added to the
Enrollment during the first, second and third years, respectively, of the term of
such Enrollment, shall be determined based upon the Pre-Deadline Volume
Level for the Product Family in which each such enterprise product is contained,
according to the Tables at Parts 2, 3, and 4, respectively, of Attachment A, less a
discount of fifteen percent (15%) or five (5%) for SA only orders.
For Enrollments signed after the Offer Deadline, the following shall apply:
• The Year 1 through Year 5 per-desktop reference prices, respectively, for
each enterprise product on each Initial Desktop shall be determined based
upon the Post-Deadline Volume Level achieved by Participating Affiliates,
pursuant to the terms and conditions of this Section 19, for the Product
Family in which each such enterprise product is contained, according to the
then-current published Microsoft reference prices for each such enterprise
product which correspond to the applicable Post-Deadline Volume Level as
set forth at that time. The Product Family per-desktop reference price for any
enrollment signed August 1, 2004 through August 31, 2005 shall not increase
by more than 10% above the published price for the appropriate Post-
Deadline Volume Level as of the effective date of this agreement;
• The per-desktop true up reference price for each enterprise product for each
qualified desktop added to the Enrollment during the first, second and third
years, respectively, of the term of such Enrollment, shall be determined
based upon the Post-Deadline Volume Level for the Product Family in which
each such enterprise product is contained, according to the then-current
published Microsoft reference prices for each such enterprise product which
correspond to the applicable Post-Deadline Volume Level as set forth at that
time. The Product Family per-desktop true-up reference price for any
enrollment signed August 1, 2004 through August 31, 2005 shall not increase
County of Riverside EA amendment 1 Page 5 of 7
by more than ten (10%) above the published price for the appropriate Post-
Deadline Volume Level as of the effective date of this agreement.
d. additional terms and conditions.
The parties acknowledge and agree that (!) the BackOffice CAL SA will not be offered in
any Enrollment after August 1, 2004; (ii) the BackOffice CAL USA will not be offered in
any Enrollments after September 30,2003 and (Hi) notwithstanding the date upon which
this Enterprise Agreement expires or is otherwise terminated, toe method listed above in
this Section 19 by which reference prices shall be determined shall cease to apply on
new enrollments entered into after August 31, 2005.
You acknowledge, on behalf of your enrolled affiliates, that the reference price (and
therefore, presumably, the price the reseller, as such term "reseller" is defined in the
agreement and remains effective herein) charges each such enrolled affiliate for both (i)
the second and third annual payments, and (ii) true up payments at each anniversary,
may increase pursuant to tf?e terms of this Section 19. Such price increase for the
payments stated above wilt result, with respect to an enrolled affiliate's Enrollment, in the
event that less than 120,000 qualified desktops, in aggregate, are enrolled in Enrollments
covering each of the Product Families (or the Product Family) covered by that enrolled
affiliate's Enrollment, during the Open Enrollment Period. It is recommended that
affiliates not enter into Enrollments hereunder unless (a) they are aware of such
possibility that their price may increase as stated above; and (b) they anticipate that
sufficient budget will be approved to cover such increased payment amount.
You acknowledge and agree that there may be certain instances in which certain
Enrollments executed by your affiliates, whether under this Enterprise Agreement or
otherwise under a separate Enterprise Agreement or Enterprise Subscription agreement,
may have unit reference prices other than those shown on Attachment A or otherwise
priced pursuant to the terms of this Section 19. Such instances include, but are not
limited to those Enrollments: (i) that were executed prior to the Open Enrollment Period;
(ii) that contain other enterprise products not shown on attachment A; (Hi) for which we
negotiate a special payment schedule or ramped installment payments upon the
condition that the reference price of such Enrollment be uplifted to account for the time
value of money; (iv) which renew previously expired Enrollments and therefore qualify for
renewal pricing; and (v) for which a special price is negotiated to match the equivalent
Microsoft Select estimated retail price for sufficient licenses, Upgrade Advantage and/or
Software Assurance to otherwise provide the equivalent license and upgrade rights
provided pursuant to an Enrollment.
Except as provided by the following paragraph, those terms of this Section 19 which were
modified by this Amendment One to this Enterprise Agreement, and which such terms
specifically apply to special reference prices and adjustments thereto for enrollments
signed after September 1, 2003, shall not apply to any Enrollments which were executed
prior to the execution of such this Amendment One.
Reference prices are provided only for the purpose of comparison. Actual pricing and
payment terms will be determined by agreement between each enrolled affiliate and its
chosen reseller. We will provide each reseller with a list of reseller prices which
corresponds to the reference prices in Attachment A.
II. Effect of Amendment.
County of Riverside EA amendment 1 Page 6 of 7
Except as specifically amended by this amendment, all provisions of the agreement shall
remain unchanged and in full force and effect. You must execute and return 2 copies of this
amendment to the address below on or before September 1, 2003, in order for the terms and
conditions of this amendment to be considered by MICROSOFT LICENSING, GP.
MICROSOFT LICENSING, GP
Attn: Dept. 551, Volume Licensing
6100 Neil Road, Suite 210
Reno, NV 89511-1137
Name County of Riverside
X7 ,• /
Signature ., / /-' X/
Printed Name
Michael S. Lee
Printed Title
Procurement Contract Specialist
Signature Date,
^X'Vt'7 f^^^~~l'C 2 o& 3S •"/ v J _> •— f -^ | ] +* ^ ** -^
MICROSOFT LICENSING, GP
Signature ^jfi ^£^
Printed Name
PAUL NELSON n.™.
Printed Title CONTRACT AUMINIS FHATOH
Effective Date
KH-Q3
fe.Prepared by: Forrest Silverman
Licensing Executive
FORM APPROVED'TY COUNSEL
County of Riverside EA amendment 1 Page 7 of 7
Mkrojoft
Microsoft Enterprise Agreement - State and Local
(NOT FOR USE WITH MICROSOFT BUSINESS AGREEMENT)
Enterprise Agreement number
Microsoft affiliate to complete
This Microsoft Enterprise Agreement is entered into between the following entities as of the effective date
identified below. Each party will notify the other in writing if any of the information in the following table
changes.
Customer
Name of Entity
County of Riverside
Street Address
2980 Washington Street
City State/Province
Riverside, CA 92504
Country Postal Code
United States
Microsoft Account Manager Name
Contact Name
(This persoruianfills access'to online information and receives notices
unless a different contact » provided below )
Contact E-mail Address (required for online access)
mikelee@co . riverside . ca . us
Phone
909-955-4942
Fax
909-955-4948
Microsoft Account Manager Email
Contracting Microsoft Affiliate
MSLI, GP - 6100 Neil Road, Suite 210 - Reno, Nevada USA 8951 1-1 137 - Dept. 551, Volume Licensing
If online access and <
complete this secf/o-
jmeone or some place other than above.
Name of Entity County of Riverside
Information Technology
Street address
4080 Lemon Street, 10th Fl.
Contact Name
John Alva
Contact E-mail Address
j alva@co.riverside.ca.us
City State/Province
Riverside, CA 92502
Phone
909-955-8325
Country Postal Code Fax
United States 909-955-3611
SLG Microsoft Enterprise Agreement
v6.1 (Standalone)(indirect)
(North America) March 1, 2003
Cover Page 1of15
CLERK'S COPY
If duplicate etc
addition to tho
Name of Entity
Street address
City
Country
ctronic contractual notices should be provided (o someone or some place in
abov- . complete this section.
County of Riverside
Information Technology
4080 Lemon Street, 10th Fl
State/Province
Riverside, CA 92502
Postal Code
United States
Contact Name
Shirion Shropshire
Contact Email Address (required for electronic notice)
sshropshgco . rivers ide . ca .
Phone
909-955-3703
Fax
909-955-3611
This agreement consists of (1) this cover page, (2) the attached terms and conditions, (3) the Product
List, (4) the product use rights applicable to products licensed under this agreement, and (5) any
enrollment entered into under this agreement.
Effective date. If the first enrollment entered into under this agreement is given an effective date that is
earlier than the date this agreement is signed by us, the effective date of this agreement will be that
earlier date. Otherwise, this agreement will be effective on the date it is signed by us.
Notices to Microsoft should be sent to:
MSLI, GP
6100 Neil Road, Suite 210
Reno, Nevada USA 89511-1137
Dept. 551, Volume Licensing
Copies should be sent to:
Microsoft
Law and Corporate Affairs
One Microsoft Way
Redmond, WA 98052 USA
Volume Licensing Group
(425) 936-7329 fax
By signing below, the parties agree to be bound by the terms of this agreement, and you represent that
the information you have provided on this cover page is accurate.
Customer
Name of Entity
County of Riverside /J
Signature / ? //I/^^ '4?^64£2~-
Printed Name
Michael S. Lee
Printed Title
Procurement Contract Specialist
Signature Da*6 /
P/4-/0? /if/*?- ^ 2 oo 3
f '
FORM APPROVEDCOUNTY COUNSEL
Contracting Microsoft affiliate
MSLI, GP
Signature <-~v. /7 >^
^L^^i^-'
Printed Name
PAUL NELSON
Printed Title ^UN ' ^^ '' ADMINISTRATOR
Signature Date nrT n , «fln.(date Microsoft affiliate countersigns) UL 1 U 1 tUU J
Effective Date
(may be different than our signature date) 1 1"V~ 1 "" Q~^
SLG MIC
(Standak>ne)(indirect)
(North America) March 1,2003
ORIGINAL
Cover Page Page 2 of 15
SEP 2 3 2003
Terms and Conditions
1. ftofin/f/ons.
In this agreement, "you" means the entity that has entered into this agreement with us, and "we" or "us"
means the Microsoft entity that has entered into this agreement or an enrollment In addition, the
following definitions apply:
"additional product" means any product other than an enterprise product that an enrolled affiliate chooses
to license under its enrollment;
"affiliate" means (a) with regard to you, (i) any government agency, department, instrumentality, division,
unit or other office of your state or local government that is supervised by or is part of you, or which
supervises you or of which you are a part, or which is under common supervision with you; (II) any county,
borough, commonwealth, city, municipality, town, township, special purpose district, or other similar type
of governmental instrumentality established by the laws of your state and located within your state's
jurisdiction and geographic boundaries; and (iii) any other entity in your state expressly authorized by the
laws of your state to purchase under state contracts; provided that a state and its affiliates shall not, for
purposes of this definition, be considered to be affiliates of the federal government and its affiliates; and
(b) with regard to us, any legal entity that we own, that owns us, or that is under common ownership with
us;
"available" means, with respect to a product, that we have made licenses for that product available for
ordering under the Enterprise Agreement program;
"enrolled affiliate" means an entity, either you or any one of your affiliates, that has entered into an
enrollment under this agreement;
"enrollment" means the document that you or your affiliate submits under this agreement to sign up for
the Enterprise Agreement program and make an initial selection of products;
"fix(es)" means product service packs and other fixes that we release generally;
"enterprise" means the enrolled affiliate and the affiliates it chooses on its enrollment to include in its
enterprise;
"enterprise product" means any product that we designate as an enterprise product and that an enrolled
affiliate chooses to license under its enrollment (enterprise products may only be licensed on an
enterprise-wide basis under the Enterprise Agreement program);
"License" means any one of those offerings identified in the Product List (including standard licenses, and
upgrades for desktop operating systems) that provides the right to run the version of the product for which
it is ordered;
"L&SA" means a License and Software Assurance for any product ordered;
"order" means an order on a form that is acceptable to the reseller;
"product" means any product available to license as described on the Product List;
"Product List" means, with respect to any licensing program, the statement published by Microsoft from
time to time on the World Wide Web at http://microsoft.com/licensinQ. or at a successor site that we
identify, that identifies trie products that are or may be made available under each of the volume licensing
programs, and identifies which products are available to Enterprise Agreement program customers and
any product-specific conditions or limitations on the acquisition of licenses for those products;
"qualified desktop" means any personal desktop computer, portable computer, workstation or similar
device that is used by or for the benefit of an enrolled affiliate or any affiliate included in its enterprise and
that meets the minimum requirements for running any of the enterprise products. Qualified desktops do
not include: (i) any computer that is designated as a server and not used as a personal computer, (ii) any
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system dedicated to run ONLY tine-of-business software (e.g., an accounting or bookkeeping program
used by an accountant, or a computer-aided design program used by an engineer or architect); or (iii) any
system running an embedded operating system (e.g. Windows 9.x for embedded, Windows XP
embedded);
"renewal order* means the order that an enrolled affiliate submits at the beginning of any renewal term to
renew Software Assurance coverage for products previously ordered under its enrollment;
"reseller" means a large account reseller authorized by us to resell licenses in an enrolled affiliate's area
under the Enterprise Agreement program;
"run" or "use* means to copy, install, use, access, display, run other otherwise interact with; and
"Software Assurance" means, for any underlying licensed product for which it is ordered, the right to
upgrade to, and run, the latest version of that product that we make available during the covered period.
2. How the Enterprise Agreement program works.
The Enterprise Agreement program gives customers that wish to license one or more of Microsoft's
platform products across their enterprise the means to ensure that their entire enterprise will be licensed.
You and your affiliates can participate in this program by submitting one or more enrollments under this
agreement. On the enrollment, the enrolled affiliate will designate the scope of its enterprise and make
the initial selection of enterprise products and any additional products it wishes to license. Each
enrollment must include at least one of those products that we make available to license as an enterprise
product. We may refuse to accept an enrollment if we have a business reason for doing so.
Notwithstanding any other provision of this agreement, only enrolled affiliates identified in an enrollment
will be responsible for complying with the terms of that enrollment, including the terms of this agreement
incorporated by reference in that enrollment.
a. Establishing price levels. Each product is assigned to one of the following pools:
applications, systems or servers. An enrolled affiliate's reference prices are based on the "price
level" for which it qualifies in each individual product pool. Price levels are established separately
for each enrollment as described in this subsection.
Product pools from which an enterprise product has been ordered. For each product pool
from which an enrolled affiliate orders an enterprise product, the price level throughout the initial
term of the enrollment for any enterprise products or additional products ordered from that pool
will be the price level for which the enrolled affiliate qualifies based on its initial number of
qualified desktops (the enrolled affiliate will be provided with a table in its enrollment to determine
its initial price level).
Product pools from which no enterprise product has been ordered. For any product pool
from which the enrolled affiliate does not order an enterprise product, the price level for additional
products within that pool will be price level "A" throughout the term of the enrollment (including
any renewals).
Renewal price levels. Price levels for pools from which an enterprise product has been ordered
will be reset for each renewal term based upon the enrolled affiliate's total number of qualified
desktops as of the date of the renewal order for that renewal term.
b. Deriving prices from price levels. The enrolled affiliate's reference prices are determined
as follows.
For products covered by the initial order. For each product covered by an enrolled affiliate's
initial order, the enrolled affiliate's reference price for all copies of that product made at any time
during the initial enrollment term (including copies ordered by true up as described in subsections
3(c) (Placing annual "true up" orders to account for additional desktops) and 4(c) (Placing annual
"true up" orders to account for additional copies)) will be provided in the enrollment and will not
change throughout the initial enrollment term.
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For additional products added after the initial order. For each new additional product first
added after signing of the enrollment, the enrolled affiliate's reference price for all copies of that
product made at any time during the initial enrollment term (including copies ordered by true up)
will be that price (including the true up price) in effect for the enrolled affiliate's price level for that
product as of the date of its first order for that product.
For products renewed in a renewal order. Prices are re-established at the beginning of each
renewal term. For each enterprise product and each additional product being renewed, the
enrolled affiliate's renewal price for all copies of that product made during the renewal term
(including copies ordered by true up) will be the price (including the true up price) in effect for the
enrolled affiliate's renewal price level for that product as of the date of the renewal order.
For additional products addsd during a renewal term. For each new additional product first
added during a renewal term, the enrolled affiliate's reference price for all copies of that product
made at any time during that particular renewal term (including copies ordered by true up) will be
the price (including the true up price) in effect for the enrolled affiliate's renewal price level in
effect for that product as of the date of the enrolled affiliate's first order for that product.
How your enrolled affiliates acquire licenses. An enrolled affiliate will acquire its licenses
by executing an enrollment under which it acquires its licenses through its chosen reseller.
Orders under an enrollment will be made out to and submitted to the enrolled affiliate's reseller.
We will invoice that reseller according to the terms in the applicable enrollment. While such
enrollment will contain reference prices, the reseller and the enrolled affiliate will determine the
enrolled affiliate's actual price and payment terms.
c. Choosing and maintaining a reseller.
Resellers. Each enrolled affiliate that signs an enrollment must choose and maintain a reseller in
the enrolled affiliate's area. Resellers are authorized to resell our product licenses, but act
independently and have no authority to bind us.
Change of reseller. If an entity ceases to be a reseller, the enrolled affiliate must choose a
replacement. If an enrolled affiliate intends to change its reseller, a change will only be effected
on the next anniversary of the enrollment effective date. To change a reseller, the enrolled
affiliate must submit written notice to us and the former reseller, on a form that we provide, at
least 30 days prior to the anniversary on which the change is to take effect. In the case of a
change of reseller, the enrolled affiliate is responsible for ensuring that all its obligations to the
former reseller are met.
e. Reporting country of use. On each order (initial, subsequent, true up or renewal), an
enrolled affiliate must report to us:
• For enterprise products - the countries where its qualified desktops covered by that order
are located and the approximate number of such qualified desktops in each of those
countries, and
- For additional products - the countries where the enrolled affiliate or its affiliates run those
copies of the additional products covered by that order and the approximate number of
copies run in each of those countries.
This information is for our internal use only and does not change the prices we provide for the
products licensed under this agreement.
How to order enterprise product licenses.
a. Placing the initial order. Each enrolled affiliate must submit an initial order for the enterprise
products it selects on its enrollment. Except as provided in the following paragraph, the order
must be for L&SA for all enterprise products.
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When is the enrolled affiliate eligible to order only Software Assurance for an enterprise
product? An enrolled affiliate may order Software Assurance for the enterprise products it
selects without the need to simultaneously order a License if the enrolled affiliate or any of the
affiliates in its enterprise have obtained perpetual licenses for that product on an enterprise-wide
basis under a previous "Enterprise Enrollment" (defined below), and the new enrollment becomes
effective no later than the day following the date of expiration of that "Enterprise Enrollment."
The Software Assurance order must be for the number of qualified desktops covered as of the
expiration of that "Enterprise Enrollment" For all other qualified desktops included in an
enrollment submitted under this agreement, the enrolled affiliate must order L&SA.
The term "Enterprise Enrollment,' as used in this section 3, means (i) a Microsoft Enterprise
Select Agreement; (ii) an enterprise enrollment under a separate Microsoft Select Master
Agreement or Microsoft Enterprise Agreement; (iii) any enterprise subscription enrollment entered
into under a separate Microsoft Enterprise Subscription Agreement; or (iv) any other enrollment
submitted under the Microsoft Enterprise Agreement identified on the cover page.
b. Adding new enterprise products. An enrolled affiliate may only add new enterprise
products by entering into a new enrollment.
c. Placing annual "true up" orders to account for additional desktops. Each enrolled
affiliate must determine the current number of qualified desktops in its enterprise: (i) at each
anniversary of the effective date of its enrollment (including anniversaries during any renewal);
and, (ii) at the expiration or early termination of its enrollment.
• If the desktop count has increased. If the number of qualified desktops has increased, the
enrolled affiliate must submit an order for L&SA covering those additional desktops. The
enrolled affiliate must place the order within 15 days following the anniversary of the
enrollment effective date, expiration or termination.
• If the desktop count has not increased. If the number has not increased, the enrolled
affiliate must submit an update statement confirming this fact on the form we provide within
that 15-day period.
d. Reorganizations, Consolidations, and Privatizations. If the number of qualified
desktops in an enterprise changes by more than ten percent as a result of a reorganization,
consolidation, or privatization of an enrolled affiliate, we will work with the enrolled affiliate in good
faith to determine how to accommodate its changed circumstances in the context of this
agreement. If an enrolled affiliate consolidates with a customer with an existing "Enterprise
Enrollment," we will work with the enrolled affiliate in good faith to accommodate its changed
circumstances in the context of this agreement.
How to order additional product licenses.
a. Placing the initial order. Each enrolled affiliate must submit an initial order for the additional
products it has selected, if any, on its enrollment. Except as provided in the following paragraph,
the order must be for L&SA for all copies of those additional products.
When is the enrolled affiliate eligible to order only Software Assurance for an additional
product? An enrolled affiliate may order Software Assurance for additional products it selects
without the need to simultaneously order a License if the enrolled affiliate or any of the affiliates it
includes in its enterprise has obtained perpetual licenses for those products with Upgrade
Advantage, Software Assurance or any similar upgrade protection, and the new enrollment
becomes effective no later than one day following the expiration of that upgrade protection. The
order may be for up to the number of copies covered by such upgrade protection. An enrolled
affiliate may also order Software Assurance alone in any other circumstances expressly permitted
in the Product List. For all other copies included in an enrollment submitted under this
agreement, the enrolled affiliate must order L&SA.
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b. Adding new additional products not previously ordered. Each enrolled affiliate may,
during the remainder of the applicable initial enrollment or renewal term, run new additional
products under its enrollment that were not part of the initial order. To do so, the enrolled affiliate
must order L&SA in the month in which the product is first run, covering all copies of that product
run as of the date of the order. For any additional copies of that product run after the date of that
order, the enrolled affiliate must submit orders as described in subsection 4(c) (Placing annual
"true up* orders to account for additional copies) below.
c. Placing annual "true up" orders to account for additional copies. Each enrolled
affiliate may, during the remainder of the applicable initial enrollment or renewal term, run
additional copies of those additional products it previously ordered under subsections (a) and (b),
provided that the enrolled affiliate places a true up order for L&SA for those additional copies.
The enrolled affiliate must submit an order within 15 days after the next anniversary of the
effective date of the enrollment (including anniversaries occurring during any renewal) following
the date on which those copies were first run. For additional copies first run in the year in which
an enrollment expires or is terminated, the enrolled affiliate must submit an order within 15 days
following the expiration or termination date.
d. Update statements. Each enrolled affiliate must submit an update statement within 15 days
following each anniversary of the effective date of its enrollment, and after expiration or
termination of its enrollment, on a form we provide, unless that enrolled affiliate (i) Is running only
enterprise products under its enrollment, and (ii) it is not otherwise required to submit an update
statement under subsection 3(c) (Placing "true up* orders to account for additional desktops)
above.
5. How to confirm orders.
We will publish information about orders placed by each enrolled affiliate, including an electronic
confirmation of each order, on a password-protected site on the World Wide Web at
http://licBnsing.microsoft.com or a successor site that we identify. Upon our acceptance of this
agreement and enrollments entered into under this agreement, the contact identified for this purpose on
the cover page will be provided access to this site.
6. License grant - what your enrolled affiliates are licensed to run.
Upon our acceptance of the enrollment, the enrolled affiliate has the following rights during the term of its
enrollment. These rights apply to the licenses obtained under an enrollment and are not related to any
order or fulfillment of software media.
• For enterprise products. The enrolled affiliate may run one copy of the latest version (or any
prior version) of each enterprise product, on each qualified desktop. By including affiliates in its
enterprise, the enrolled affiliate sublicenses this right to each of them subject to the terms of this
agreement.
• For additional products. The enrolled affiliate may run for its own benefit the number of copies
of each additional product ordered in the latest version (or any prior version). If an affiliate
included in any enrolled affiliate's enterprise runs any copies of an additional product under this
agreement, those copies are sublicensee] from that enrolled affiliate subject to the terms of this
agreement.
The right to run any product licensed under an enrollment is temporary until:
(i) the enrolled affiliate has paid all installments of the price for that product license and the
applicable initial enrollment or renewal term during which that product license was ordered has
expired or been renewed, or
(ii) the enrolled affiliate is otherwise entitled to perpetual licenses upon early termination as provided
in subsection 11(c) (Termination of an enrollment).
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Thereafter, the enrolled affiliate will have perpetual licenses to run the latest version available as of such
date of expiration, renewal or termination (or any prior version), of each enterprise product in a number of
copies equal to the total number of qualified desktops covered by the enrollment; and each additional
product in the number of copies ordered during the applicable initial enrollment term or renewal term. In
the case of early termination as provided in subsection 11(c) (Termination of an enrollment), if an enrolled
affiliate chooses only to pay amounts due and payable as of the termination date, then the enrolled
affiliate will instead have perpetual licenses for the number of copies specified in subsection 11(e (Effect
of termination or expiration).
Any perpetual licenses received through Software Assurance supersede and replace the underlying
perpetual licenses for which that Software Assurance coverage was ordered. All perpetual licenses
acquired under this agreement remain subject to the terms of this agreement and the applicable product
use rights.
This agreement, the applicable enrollment, the enrolled affiliate's order confirmation described in section
5 (How to confirm orders) above, and any documentation evidencing transfers of licenses as described in
subsection 10(a) (How to transfer), together with proof of payment, will be the enrolled affiliate's evidence
of all licenses obtained under its enrollment.
7. How to know what product USB rights apply.
Except as otherwise described below, an enrolled affiliate's use of any product that it licenses from us is
governed by product use rights specific to each product and version. The product use rights applicable to
products licensed under each enrollment are as follows.
a. For latest versions available as of an enrollment effective date. For the latest version
of any product available on or before the enrollment effective date, the product use rights in effect
on the enrollment effective date for that product and version apply.
b. For versions and products that become available after an enrollment effective
date. For any version of any existing product, or any new product, first made available after the
enrollment effective date, the product use rights in effect on the date on which the version or
product first becomes available apply (subject to our commitment on use rights below).
c. For versions of a product that predate the latest version available as of an
enrollment effective date. If an enrolled affiliate is using a version of any product licensed
under its enrollment that became available prior to the version that was current on the enrollment
effective date, the enrolled affiliate's use of the earlier version will be governed by the product use
rights that would apply if the enrolled affiliate were using the version licensed under the
enrollment, or in the case of Software Assurance or L&SA, the latest version that is or becomes
available at any time during its enrollment.
d. Microsoft's commitment on use rights.
For all products - use rights fixed by version. We will not change an enrolled affiliate's
product use rights under this agreement for any version of a product after it becomes available to
that enrolled affiliate under its enrollment.
For enterprise products - no detrimental use right changes in new versions.
(i) For raw versions made available during the initial enrollment term. If we make
available a new version of any enterprise product during the initial enrollment term and that
new version is subject to certain use rights that are more restrictive than those that applied to
a prior version under an enrollment that was or became available during the initial enrollment
term, the enrolled affiliate may run that new version without being subject to those certain
more restrictive use rights.
(ii) For new versions made available during each renewal term. Upon each renewal of
Software Assurance for an enterprise product, an enrolled affiliate's use of that product will
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be governed by the use rights that apply to the latest version of that product available as of
the date of that renewal, including any terms that are more restrictive than those that applied
to a previous version of that product licensed by that enrolled affiliate under its enrollment
during the preceding term. However, if during a renewal term we make available a new
version of that same enterprise product with certain use rights more restrictive than those use
rights that applied to a prior version licensed under an enrollment that was or became
available during that same term, the enrolled affiliate may run the new version without being
subject to those certain more restrictive use rights.
(iii) New features or functionality. The right described in subsections (!) and (ii) above does not
apply to product use rights that relate specifically to new features or functionality added to a
new version.
We will provide each enrolled affiliate with a copy of the applicable product use rights or will make them
available either by publication on the World Wide Web at httD://microsoft.com/licensing or at a successor
site that we identify, or by some other reasonable means. You acknowledge that you and your affiliates
have access to the World Wide Web. We do not transfer any ownership rights in any licensed product,
and we reserve all rights not expressly granted. In lieu of your obligation to indemnify us under various
provisions of the product use rights, you will be responsible for any cost or damages arising from any
claim to which your indemnity obligation would otherwise apply.
8. Software Assurance Membership.
Throughout the term of its enrollment (including any renewal), each enrolled affiliate automatically
qualifies as a member of Microsoft's Software Assurance Membership program. Membership may entitle
the enrolled affiliates to special benefits. These benefits may be subject to additional terms and
conditions. For a description of these benefits, an enrolled affiliate should consult its reseller or Microsoft
account manager.
9. Making copies of software.
a. Copies necessary for internal deployment Each enrolled affiliate may make as many
copies of the products licensed under its enrollment as necessary to distribute the products to the
users within its enterprise. All copies of any product must be true and complete copies (including
copyright and trademark notices) and be made from CD-ROMs, disk sets or a network source,
acquired from or made available by a Microsoft approved fulfillment source for that product. Each
enrolled affiliate may also have a third party make and distribute copies in its place, but the
enrolled affiliate is responsible for third-party actions to the same extent it would be if the third
party were its employee. You and your affiliates must make reasonable efforts to make
employees, agents and other individuals running a product aware that the product is licensed
from us and may only be run or transferred subject to the terms of this agreement.
b. Copies for training, evaluation and back-up. During the term of its enrollment (including
any renewal), each enrolled affiliate and any affiliate included in its enterprise may (i) run up to 20
complimentary copies of any additional product in a dedicated training facility on their premises;
(ii) run up to 10 complimentary copies of any product that we make available to license as an
additional product for a 60-day evaluation period; and (iii) make and retain one complimentary
copy of any licensed product for back-up or archival purposes for each of their distinct geographic
locations.
c. Re-imaging rights. If an enrolled affiliate or any affiliate included within its enterprise has
licensed products from an original equipment manufacturer (OEM), through a retail source or
under any Microsoft program other than this Enterprise Agreement program, it may use copies
made from the media provided under the enrolled affiliate's enrollment in place of any copies
made from the media provided through that separate source, so long as it complies with the
following restrictions.
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(i) The enrolled affiliate must have obtained a separate license from the separate source for
each copy being replaced.
(ii) The product, language, version and all components (in the case of product suites, such as
Office) of the copies made from the media provided under an enrollment must be identical to
the product, language, version and all components of the copies they replace.
(iii) In the case of copies licensed from an original equipment manufacturer (OEM) or through a
retail source, in addition to the other conditions outlined in this subsection 9(c), the product
type (e.g. upgrade or full license) of the copies made from the media provided under an
enrollment must be identical to the product type of the copies they replace. However, an
enrolled affiliate may use copies of a desktop operating system made from the media
provided under its enrollment in place of copies of the same desktop operating system
obtained from a separate source, even though they may be of different types (I.e. one may be
an upgrade and the other a full license), provided that the product, language and version are
identical.
The use of any copies made under this subsection 9(c) is subject to the terms and use rights
provided with the copies being replaced, and nothing in this section creates or extends any
warranty or support obligation.
10. Transferring licenses.
a. How to transfer. An enrolled affiliate may transfer perpetual licenses ordered under an
enrollment to an affiliate, or to an unaffiliated third party in connection with a privatization of the
enrolled affiliate, as long as the enrolled affiliate provides us with prior written and signed notice,
on a form that we provide, that includes: (i) the applicable enrollment number, (ii) the quantity of
licenses being transferred by product and version; (iii) the name, address and contact information
of the transferee; and (iv) any other information that we may reasonably request.
For all other transfers of licenses, our written consent is required. We will not withhold our
consent unreasonably. No license transfer will be valid unless the enrolled affiliate provides to
the transferee, and the transferee accepts in writing the applicable product use rights (as
provided in subsection 7(a) (For latest versions available as of an enrollment effective date) and
(b) (For versions and products that become available after an enrollment effective date), use
restrictions, limitations of liability, and the transfer restrictions in this section 10. Any transfer
made in violation of the requirements or restrictions of this section will be void.
b. When transfers are not permitted. An enrolled affiliate may not transfer (i) licenses on a
short-term basis (either to third parties or by reassignment to different users or devices internally),
(ii) temporary rights to use products, (iii) Software Assurance coverage, (iv) perpetual licenses for
any version of any product acquired through Software Assurance separately from the underlying
perpetual licenses for which that Software Assurance coverage was ordered; or (v) upgrade
licenses for a desktop operating system product separately from the underlying desktop operating
system license or from the computer system on which the product is first installed.
11. Term, termination and renewal.
a. Term. This agreement will remain in effect unless it is terminated by either party as described
below. Each enrollment will have the term provided in that enrollment.
b. Termination of this agreement Either party may terminate this agreement for any reason
upon 60 days written notice.
Effect of termination. Such termination will merely terminate either party's and its affiliates'
ability to enter into new enrollments under this agreement. Such termination will not affect any
enrollment not otherwise terminated, and any terms of this agreement applicable to any
enrollment not otherwise terminated will continue in effect with respect to that enrollment.
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e. Termination of an enrollment - general. Either party to an enrollment may terminate it if
the other party materially breaches its obligations under this agreement, including any obligation
to submit orders or pay amounts owed (even if such non-payment is caused by non-appropriation
of funds). Except where the breach is by its nature not curable within 30 days, the terminating
party must give the other party 30 days notice and opportunity to cure. If we give such notice to
an enrolled affiliate, we will give you a copy of that notice as well and you agree to assist in
attempting to resolve the problem. If the problem also affects other enrollments and cannot be
resolved between you and.us within a reasonable period of time, we may also terminate this
agreement and all other enrollments under it, unless the basis for termination of the enrollment is
non-appropriation of funds to the enrolled affiliate, in which event we may only terminate the
affected enrollments). If an enrolled affiliate ceases to be your affiliate, you must promptly notify
us of this fact, and we may terminate its enrollment
d. Termination of enrollment - non-appropriation of funds. An enrolled affiliate may
terminate an enrollment without liability, penalty or further obligation to make payments if funds to
make payments under the enrollment are not appropriated or allocated for such purpose, subject
to Section 11 (e), below (Effect of expiration or termination).
e. Effect of termination or expiration. Upon expiration or termination of any enrollment, the
enrolled affiliate must order licenses for all copies of products it or its affiliates have run under its
enrollment for which the enrolled affiliate has not previously submitted an order. Except as
provided in the next paragraph, in the event of termination, all unpaid installments of the purchase
price for any licenses will immediately become due and payable, and the enrolled affiliate will be
entitled to perpetual licenses only after all such payments have been made.
If (i) an enrolled affiliate terminates its enrollment as a result of our breach, (ii) we terminate an
enrolled affiliate's enrollment because it has ceased to be your affiliate, or (iii) you terminate an
enrollment for non-appropriation of funds, or (iv) we terminate an enrollment for non-payment due
to non-appropriation of funds, then the enrolled affiliate will have the following options: It may
immediately pay the total remaining amount due, including all installments, in which case the
enrolled affiliate will have perpetual licenses for all copies of the products it has ordered. As an
alternative, it may pay only amounts due and payable as of the termination date, in which case
the enrolled affiliate will have perpetual licenses for (!) all copies of all products for which payment
has been made in full, and (it) the number of copies of products for which payment has been
made in installments that is proportional to the amount that has been paid as of the termination
date.
e. How to renew an enrollment. We will provide each enrolled affiliate with 60 days prior
written notice of expiration of its enrollment or renewal term advising it of its renewal options. An
enrolled affiliate may have the option to renew its enrollment for successive terms of 12 or 36 full
calendar months. We and our affiliates will not unreasonably reject any renewal order. However,
we may make a change to the Enterprise Agreement program that will make it necessary for you
and your enrolled affiliates to enter into new agreements and enrollments.
Placing renewal orders. To renew, the enrolled affiliate must submit a renewal order within 30
days after the previous term expired. The renewal order must be for Software Assurance for (i)
all enterprise products previously ordered for all qualified desktops in the enrolled affiliate's
enterprise as of the date of that renewal order, and (ii) all copies of additional products for which
the enrolled affiliate elects to renew Software Assurance. Each renewal term will start the day
following expiration of the prior term. An enrolled affiliate may not add new enterprise products
not previously ordered during the initial term as part of its renewal; to license new enterprise
products it must submit a new enrollment.
Consequences of non-renewal. If the enrolled affiliate elects not to renew its enrollment or
Software Assurance for any additional product under its enrollment, and it otherwise allows
Software Assurance for any copies of any products licensed under its enrollment to lapse, then
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the enrolled affiliate will not be permitted to order Software Assurance for such copies later
without first acquiring L&SA.
12. Restrictions on use.
An enrolled affiliate may not:
• Separate the components of a product made up of multiple components (in the case of product
suites, such as Office) by running them on different computers, by upgrading or downgrading
them at different times, or by transferring them separately, except as otherwise provided in the
product use rights;
• Rent, lease, lend or host products, except where we agree by separate agreement;
• Reverse engineer, de-compile or disassemble products, except to the extent expressly permitted
by applicable law despite this limitation; or
• Transfer licenses to, or sublicense, products to the U.S. Government.
Products licensed under this agreement are subject to U.S. export jurisdiction. You agree to comply
with all applicable international and national laws that apply to these products, including the U.S. Export
Administration Regulations, as well as end-user, end-use and destination restrictions issued by U.S.
and other governments. For additional information, see http://www.micfosoft.com/exDortinQ.
13. Confidentiality.
Subject to the requirements of your public records law, if any, the terms and conditions of this agreement
are confidential. Neither you nor we will disclose such terms and conditions, or the substance of any
discussions that led to them, to any third party other than your or our affiliates or agents, or to your
designated or prospective resellers who: (a) have a need to know such information to assist in carrying
out this agreement; and (b) have been instructed by you or us that all such information is to be handled in
strict confidence.
14. Warranties.
a. Limited product warranty. We warrant that each version of a product will perform
substantially in accordance with our user documentation. This warranty is valid for a period of
one year from the date an enrolled affiliate first runs a copy of the version. To the maximum
extent permitted by law, any warranties Imposed by law concerning the products are limited to
the same extent and the same one-year period. This warranty does not apply to components of
products that an enrolled affiliate is permitted to redistribute under applicable product use rights,
or if failure of the product has resulted from accident, abuse or misappDcation. if you notify us
within the warranty period that a product does not meet this warranty, then we will, at our option,
either (i) return the price paid for the product or (ii) repair or replace the product. To the
maximum extent permitted by law, this is your exclusive remedy for any failure of any product to
function as described in this subsection.
b. NO OTHER WARRANTIES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE
DISCLAIM AND EXCLUDE ALL REPRESENTATIONS. WARRANTIES AND CONDITIONS,
WHETHER EXPRESS, IMPLIED OR STATUTORY, OTHER THAN THOSE IDENTIFIED
EXPRESSLY IN THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO WARRANTIES OR
CONDITIONS OF TITLE, NON-INFRINGEMENT, SATISFACTORY QUALITY,
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WITH RESPECT TO
THE PRODUCTS OR RELATED MATERIALS. WE WILL NOT BE LIABLE FOR ANY
SERVICES OR PRODUCTS PROVIDED BY THIRD PARTY VENDORS, DEVELOPERS OR
CONSULTANTS IDENTIFIED OR REFERRED TO YOU BY US UNLESS SUCH THIRD-PARTY
PRODUCTS OR SERVICES ARE PROVIDED UNDER WRITTEN AGREEMENT BETWEEN
SLG Microsoft Enterprise Agreement v6.1 Terms and Conditions Page 12 of 15
(StandaloneXindirect)
(North America) March 1,2003
YOU AND US, AND THEN ONLY TO THE EXTENT EXPRESSLY PROVIDED IN SUCH
AGREEMENT.
15. Defense of /nflr/ngemenf and misappropriation claims.
We will defend you against any claim made by an unaffiliated third party that any product or fix infringes
its patent, copyright, or trademark or misappropriates its trade secret, and will pay the amount of any
resulting adverse final judgment (or settlement to which we consent). You must notify us promptly in
writing of the claim and give us sole control over its defense or settlement. You agree to provide us with
reasonable assistance in defending the claim, and we will reimburse you for reasonable out of pocket
expenses that you incur in providing that assistance. The terms "misappropriation" and "trade secret" are
used as defined in the Uniform Trade Secrets Act.
Our obligations will not apply to the extent that the daim or adverse final judgment is based on (i) your
running of the product or fix after we notify you to discontinue running due to such a claim; (ii) your
combining the product or fix with a non-Microsoft product, data or business process; (iii) damages
attributable to the value of the use of a non-Microsoft product, data or business process; (iv) your altering
the product or fix; (v) your distribution of the product or fix to, or its use for the benefit of, any third party;
(vi) your use of our trademark(s) without express written consent to do so; or (vii) for any trade secret
claim, your acquiring a trade secret (a) through improper means; (b) under circumstances giving rise to a
duty to maintain its secrecy or limit its use; or (c) from a person (other than us or our affiliates} who owed
to the party asserting the claim a duty to maintain the secrecy or limit the use of the trade secret. . You
will be responsible for any costs or damages that result from these actions.
If we receive information concerning an infringement claim related to a product or fix, we may, at our
expense and without obligation to do so, either (i) procure for you the right to continue to run the allegedly
infringing product or fix, or (ii) modify the product or fix or replace it with a functional equivalent, to make it
non-infringing, in which case you will stop running the allegedly infringing product or fix immediately. If,
as a result of an infringement daim, your use of a product or fix is enjoined by a court of competent
jurisdiction, we will, at our option, either procure the right to continue its use, replace it with a functional
equivalent, modify it to make it non-infringing, or refund the amount paid and terminate the license for the
infringing product or fix..
If any other type of third party claim is brought against you regarding our intellectual property, you must
notify us promptly in writing. We may, at our option, choose to treat these claims as being covered by this
section. This Section 15 provides your exclusive remedy for third party infringement and trade secret
misappropriation claims.
16. Limitation of liability.
a. Limitation. There may be situations in which you or an enrolled affiliate have a right to claim
damages or payment from us. Except as otherwise specifically provided in this subsection,
whatever the legal basis for the claims, our liability will be limited, to the maximum extent
permitted by applicable law, to direct damages up to the amount you or the enrolled affiliate
have paid for the product giving rise to the claims. In the case of free product or code you or an
enrolled affiliate are authorized to redistribute to third parties without separate payment to
Microsoft, our total liability to you or the enrolled affiliate will not exceed US$5000. The
limitations contained in this subsection will not apply with respect to the following in connection
with the performance of this agreement:
(i) our obligations under Section 15 to defend third party claims of patent, copyright or trademark
infringement or trade secret misappropriation, and to pay damages resulting from any final
adjudication (or settlement to which we consent) of such claims;
SLG Microsoft Enterprise Agreement v6.1 Terms end Conditions Page 13 of 15
(StandaloneXindirect)
(North America) March 1,2003
(ii) our liability for damages for gross negligence or willful misconduct, to the extent caused by us
or our agent and awarded by a court of final adjudication; and
(iii) our obligations under section 13 (confidentiality).
b. No liability for certain damages. To the maximum extent permitted by applicable law,
neither party nor any of its affiliates or suppliers will be liable for any indirect damages (including,
without limitation, consequential, special or incidental damages, damages for loss of profits or
revenues, business interruption, or loss of business information) arising in connection with any
agreement, product, fix or service, even if advised of the possibility of such damages or if such
possibility was reasonably foreseeable. This exclusion of liability does not apply to either party's
liability to the other for violation of its confidentiality obligation or of the other party's intellectual
property rights.
c. Application. Except as specified expressly in this Section 16, the limitations on and exclusions
of liability for damages in this agreement apply regardless of whether the liability is based on
breach of contract, tort (including negligence), strict liability, breach of warranties, or any other
legal theory.
17. Verifying Compliance.
You must keep records relating to the products you and any affiliate run. We have the right to verify
compliance, at our expense, during the term of this agreement and for a period of one year thereafter. To
do so, we will engage an independent accountant from a nationally recognized public accounting firm,
which will be subject to a confidentiality obligation. Verification will take place upon not fewer than 30
days notice, during normal business hours and in a manner that does not interfere unreasonably with
your operations. As an alternative, we may require you to accurately complete our self-audit
questionnaire relating to the products you and any affiliates use. You will have the right to conduct a self-
audit prior to any third-party audit if (a) the governor of your state has issued an executive order (or state
legislation exists) requiring software licensing compliance statewide and for state-funded agencies
(including local governments), and (b) your state has adopted and implemented a statewide licensing
compliance software asset management program reasonably acceptable to Microsoft. If verification or
self-audit reveals unlicensed use of products, you must promptly order sufficient licenses to permit all
product usage disclosed. If material unlicensed use is found (license shortage of 5% or more), you must
reimburse us for the costs we have incurred in verification and acquire the necessary additional licenses
as single retail licenses within 30 days. If we undertake such verification and do not find material
unlicensed use of products, we will not undertake another verification of the same entity for at least one
year. We and our auditors will use the information obtained in compliance verification only to enforce our
rights and to determine whether you are in compliance with the terms of this agreement. By invoking the
rights and procedures described above, we do not waive our rights to enforce this agreement or to protect
our intellectual property by any other means permitted by law.
18. Miscellaneous.
a. Notices. All notices, authorizations, and requests given or made in connection with this
agreement must be sent by post, express courier, facsimile, or email to the addresses and
numbers indicated in the applicable cover page to this agreement Notices will be deemed
delivered on the date shown on the postal return receipt or on the courier, facsimile or email
confirmation of delivery.
b. Assignment This agreement may be assigned by either party only to an affiliate, but
assignment will not relieve the assigning party of its obligations under the assigned agreement.
If either party assigns this agreement or any enrollment, it must notify the other party of the
assignment in writing.
SLG Microsoft Enterprise Agreement v6.1 Terms and Conditions Page 14 of 15
(Slandalone)(indlrect)
(North America) March 1, 2003
C. Severability. If a court holds any provision of this agreement to be illegal, invalid or
unenforceable, the remaining provisions will remain in full force and effect and the parties will
amend this agreement to give effect to the stricken clause to the maximum extent possible.
d. Waiver. No waiver of any breach of this agreement shall be a waiver of any other breach, and
no waiver shall be effective unless made in writing and signed by an authorized representative of
the waiving party.
e. Force Majeure. To the extent that either party's performance is prevented or delayed, either
totally or in part, for reasons beyond that party's control, then that party will not be liable, so long
as it resumes performance as soon as practicable after the reason preventing or delaying
performance no longer exists.
f. Non-exclusivity. This agreement and all enrollments under it are non-exclusive. Nothing
contained in this agreement or any such enrollment requires you to license, use or promote
Microsoft software or services exclusively. You may, if you choose, enter into agreements with
other parties to license, use or promote non-Microsoft software or services
g. Entire agreement The documents identified on the cover page to this agreement constitute
the entire agreement concerning the subject matter and supersede any prior or contemporaneous
communications. In the case of a conflict between any of these documents that is not resolved
expressly in the documents, their terms will control in the following order (i) these terms and
conditions and the accompanying cover page; (ii) the Product List; (iii) the product use rights; and
(iv) all enrollments under this agreement. The terms of any purchase order or any general terms
and conditions you or your affiliates maintain, other than those mandatory terms required by
statute or regulation, do not apply. This agreement (except the product use rights and the
Product List) can be changed only by an amendment signed by both parties.
h. Survival. Provisions regarding product use rights, restrictions on use, evidence of perpetual
licenses, transfer of licenses, warranties, limitations of liability, confidentiality, compliance
verification and obligations on termination or expiration will survive termination or expiration of
this agreement or any enrollment.
i. Independent contractors. Resellers are independent contractors who act in their own name
and for their own account; they have no authority to bind or impose any obligation or liability upon
us.
j. Applicable law; Dispute resolution. The terms of this agreement will be governed by the
laws of your state, without giving effect to its conflict of laws. Disputes relating to this agreement
will be subject to applicable dispute resolution laws of your state.
k. Copyright Violation. Except to the extent you are licensed under this agreement, you will be
responsible for your violation of our copyright in the products, including payment of license fees
specified in this agreement for unlicensed use.
SLG Microsoft Enterprise Agreement v6.1 Terms and Conditions Page 15 of 15
(StandabneXindirect)
(North America) March 1, 2003
Microsoft I Volume Licensing
Enterprise Amendment Cover Page
Agreement number
Software advisor or Microsoft
offiliate to complete
Enrollment number
Software advisor or Microsoft
affiliate to complete
01E62044 Amendment ID X01-OOO-smangum-S-781
ID Number
Microsoft to complete
This amendment cover page sets out the amendments to the agreement and/or enrollment identified
above. The attached terms will only have effect for the purposes of the agreement and/or enrollment
identified above. This amendment cover page and all attached amendments identified are entered into
between the customer and Microsoft affiliate signing, as of the effective date identified below. All terms
used but not defined will have the same meanings as in the Microsoft agreement and/or enrollment
identified above.
Amendment
ID
B89-000-
smangum-S-
781
Amendment Description
Unexpired Select SA Migration
End of List of Amendments
End of List of Amendments
End of List of Amendments
End of List of Amendments
End of List of Amendments
End of List of Amendments
End of List of Amendments
End of List of Amendments
Contract
Enrollment
Except for changes made by the amendments identified in this cover page, all terms of this agreement
and/or enrollment remain unchanged. By signing below, the parties agree to be bound by the terms of
this amendment cover page and the attached amendments.
Customer Contracting Microsoft Affiliate
Microsoft Licensing, GP
Signature
Printed Name
CLAUDE A. LEWIS
Printed Title *
MAYOR
Printed Title
Signature Date *
October 16, 2007
Signature Date
(date Microsoft affiliate countersigns)
* indicates required field
Effective Date
(may be different than our signature date)
Microsoft Volume Licensing Programs
(North America)(English) October 1,2006
Amendment Cover Page
X01 Page 1 of 2
After this cover page is signed, send it, along with alt amendments listed, to your software advisor
or reseller. Your advisor or reseller must submit them to the following address. When the
amendment cover page and attached amendments are fully executed, you will receive a
confirming copy.
Microsoft Licensing, GP
Dept. 551, Volume Licensing
6100 Neil Road, Suite 210
Reno, Nevada USA 89511-1137
Prepared By: Scott Mangum (LS)
Microsoft Volume Licensing Programs Amendment Cover Page
(North America)(English) October 1,2006 X01 Page 2 of z
3
Microsoft Volume Licensing
Enterprise Enrollment (indirect) State and Local
Enterprise Agreement number
Reseller or Microsoft affiliate to
complete
Enrollment number
Microsoft affiliate to complete
Reseller purchase order number
Reseller to complete
Previous enrollment number (if
renewing Software Assurance*)
Reseller to complete
Earliest expiring previous
enrollment end date
Reseller to complete
If consolidating from multiple previous enrollments with Software Assurance, complete the multiple previous enrollment form. Enterprise products
can only be renewed from a qualifying enrollment. Additional products can be renewed from any previous enrollment with Software Assurance
This Microsoft Enterprise Enrollment is entered into between the following entities signing, as of the
effective date identified below.
Definitions. When used in this enrollment, "you" refers to the entity that signs this enrollment with us,
and "we" or "us" refers to the Microsoft entity that signs this enrollment.
"qualifying enrollment," means (i) an enterprise enrollment under a Microsoft Enterprise Agreement; (ii)
any enterprise subscription enrollment entered into under a separate Microsoft Enterprise Subscription
Agreement; or (iii) any other enrollment submitted under the Microsoft Enterprise Agreement identified on
the cover page.
All other definitions in the Microsoft Enterprise Agreement identified above apply here.
Effective date. If you are renewing Software Assurance from one or more previous "qualifying
enrollments" then the effective date will be the day after the first Enrollment expires.
Otherwise the effective date will be the date this enrollment is signed by us. Where a previous qualifying
enrollment is being used, your reseller will require that enrollment number and end date to complete the
applicable boxes above.
Term. This enrollment will expire 36 full calendar months from the effective date. It could be terminated
earlier or renewed as provided in the Microsoft Enterprise Agreement. We will advise you of your renewal
options before it expires.
Representations and warranties. By signing this enrollment, the parties agree to be bound by the
terms of this enrollment, and you represent and warrant that: (i) you have read and understand the
Microsoft Business Agreement identified above (if any) and the Microsoft Enterprise Agreement, including
all documents it incorporates by reference and any amendments to those documents, and agree to be
bound by those terms; and (ii) you are either the entity that signed the Microsoft Enterprise Agreement or
its affiliate.
Non-exclusivity. This enrollment is non-exclusive. Nothing contained in it requires you to license, use or
promote Microsoft software or services exclusively. You may, if you choose, enter into agreements with
other parties to license, use or promote non-Microsoft software or services.
SLG Microsoft Enterprise 6.5 Enrollment
(lndirect)(North America) October 1, 2005
Cover page Page 1 of 9
Product order. Your reseller will provide you with your product pricing and order. Your prices and billing
terms for all products ordered will be determined by agreement between you and your reseller. Your
reseller will provide us with your order separately from this enrollment.
Do you require media? D No. D Yes. If yes, attach media form.No.
This enrollment consists of (1) this document, and (2) the required attachments (as indicated below).
Attachments:
Required if applicable
n Media Order Form
Enterprise Desktop Terms and Conditions
D Supplemental Contact Information Form
Multiple Previous Enrollment Form
Customer
Name ofwitit / X9
Contracting Microsoft Affiliate
Microsoft Licensing, GP
Signature
CLAUDE A. LEWIS
Printed name
Printed title *
MAYOR, CITY OF CARLSBAD
Printed title
Signature date *
October 16, 2007
Signature date
(date Microsoft affiliate countersigns)
* indicates required fields
Effective date
(may be different than our signature date)
Microsoft Volume Licensing web sites
(Note We wiil ad;ise /cu of any changes io these URLs
Product use rights
Product List
Microsoft Volume Licensing Services (MVLS)
(password protected site to view orders under this enrollment)
Customer guide
http://microsoft.com/licensina/contracts
htto ://m icrosoft. com/I icensi nq/contracts
https://licensinq. microsoft.com/
httD://microsoft.com/licensinq/proqrams/
Notices to Microsoft should be sent to:
MSLI, GP
6100 Neil Road, Suite 210
Reno, Nevada USA 89511-1137
Dept. 551, Volume Licensing
SLG Microsoft Enterprise 6.5 Enrollment
(lndirect)(North America) October 1, 2005
Cover page Page 2 of 9
Customer. Please remit to your reseller.
Reseller. Please remit to Microsoft.
SLG Microsoft EA Enrollment (indirect) v6.3 Cover Page Page 3 of 9
(North America) August 1, 2005
1. Contact information. Each party will notify the other in writing if any of the information in
the following contact information section changes. The asterisks (*) indicate required fields. By providing
contact information, you consent to its use for purposes of administering this enrollment by us, our
affiliates, and other parties that help us administer this enrollment. The personal information you provide
in connection with this enrollment will be used and protected in accordance with the privacy statement
available at http://licensing.microsoft.com.
Primary contact information: The customer signing on the cover page must identify an
individual from inside its organization to serve as the primary contact. This contact is the default
administrator for this enrollment and receives all notices unless you provide us written notice of a change.
The administrator may appoint others as administrators and grant others access to online information.
Name of entity *
Same as entity name on the cover page
Contact name *
Last Peterson
First Gordon
Street address *
1635 Faraday Ave.
Contact email address (required for online access) *
g pete@ci. carlsbad. ca. us
City*
Carlsbad
State/Province'
CA
Phone
760-602-2454
Country *
USA
Postal code *
92008
Fax
760-602-8555
Notices and online access contact information: This will designate a notices and
online access contact different than the primary contact. This contact will replace the default
administrator for this enrollment and receive all notices. This contact may appoint other administrators
and grant others access to online information.
Notices and online access contact
X Same as primary contact
Name of entity*
Street address*
City*
Country*
State/Province*
Postal code*
D This contact is a third party (not the customer)
Contact name *
Last
First
Contact email address (required for online access)*
Phone*
Fax
Warning: This contact receives personally identifiable
information of the customer.
SLG Microsoft Enterprise 6.5 Enrollment
(lndirect)(North America) October 1, 2005
Enterprise order information Page 4 of 9
Language preference: This section designates the language in which you prefer to receive
notices.
English
Microsoft account manager: This section designates your Microsoft account manager contact.
Microsoft account manager name
Debra Jacobson
Microsoft account manager email address
debraj@microsoft.com
If you require a separate contact for any of the following, please check the box and attach the
Supplemental Contact Information form. Otherwise, the notices contact remains the default.
Duplicate Electronic Contractual Notices contact
Software Assurance Benefits contact
MSDN contact
Online Services contact
2. Defining your enterprise.
Use this section to identify which affiliates will be included in your enterprise. Your enterprise must
consist of entire government agencies, departments or legal jurisdictions, not partial government
agencies, departments, or legal jurisdictions. Each affiliate must be entirely "in" or entirely "out." All
affiliates acquired after the effective date of this enrollment that are not party to a qualifying enrollment of
their own will automatically be included unless you fill in part b below.
a. Use this part (a) to determine which current affiliates will be included in your enterprise.
Check only one of the boxes in part (a).
You and all affiliates will be participating
D You and the following affiliates will be participating (if no affiliates will be participating, write "none" on line 1)
(attach a list of names on a separate piece of paper if more than 5 affiliates are being included):
D You and all affiliates, except the following affiliates, will be participating (attach a list of names on a separate piece of
paper if more than 5 affiliates are being excluded):
SLG Microsoft Enterprise 6.5 Enrollment
(lndirect)(North America) October 1, 2005
Enterprise order information Page 5 of 9
b. Use this part (b) to indicate whether affiliates acquired after the enrollment effective date will
be included. Unless you check the box below, all affiliates acquired after the enrollment
effective date that are not party to a qualifying enrollment of their own will automatically be
included.
D Exclude all affiliates acquired after the enrollment effective date that are not party to a qualifying enrollment
of their own.
3. Selecting your language option.
Select the option for the languages in which you will run the products licensed under this enrollment.
The options are identified below and their corresponding languages are identified at
http://microsoft.com/licensing/contracts.
Check one box
IXI Listed Languages
I | All Languages
4. Language allocation.
Provide us with your good faith estimate of the specific languages in which you will run all copies of all
products and the approximate percentage of those copies you will run in each language. Information that
you provide here does not limit your future use of products under this enrollment in any permitted
language within the language group you select above. Attach a separate sheet if more space is needed.
Language Percentages
English 100%
5. Applicable currency.
Payments made in connection with this enrollment must be in U.S. Dollars
6. Establishing your price level.
The price level indicated in this section will be your price level for the initial enrollment term for all
enterprise products you order and for any additional products in the same pool(s). Your price level for any
other additional products will be level "A".
SLG Microsoft Enterprise 6.5 Enrollment
(lndirect)(North America) October 1, 2005
Enterprise order information Page 6 of 9
Qualified desktops: You represent that the total number of qualified desktops
in your enterprise is, or will be increased to, this number during the initial term of
this enrollment (This number must be equal to at least 250 desktops).
Qualified users: You represent that the total number of qualified users in your enterprise
is, or will be increased to, this number during the initial term of this enrollment (This
number must be equal to at least 250 users).
800
Number of
desktops/ users
250 to 2,399
2,400 to 5,999
6,000 to 14,999
15,000 and above
Price level
A
B
C
D
Price level (for pools in which you
order an enterprise product):
Qualified
desktop
Qualified
user
D
Price level (for pools in which you
do not order an enterprise product):Price level "A"
7. Enterprise product orders.
You must select a desktop platform or any individual enterprise product before you can order additional
products. You may choose to split your Office product selection between "professional plus" and
"enterprise" editions within your enterprise. Your CAL selection must be the same across your enterprise.
The components of the current versions of any enterprise product are identified in the Product List.
Is your Enterprise Agreement version 6.4 or earlier? D No. E*Q Yes. If yes, you will also need to attach
the Enterprise Desktop Terms and Conditions.
Unless stated/indicated otherwise, we will invoice your reseller in 3 equal annual installments. The first
installment will be invoiced upon our acceptance of this enrollment and thereafter on the anniversary of
the enrollment. All subsequent new additional products and true-ups are billed in full.
Platform Product Selection (Select one)
Professional Desktop Enterprise Desktop Custom Desktop
°
Windows Desktop
Operating System Upgrade
Office Professional Plus
Core CAL <Select>
D
Windows Desktop
Operating System Upgrade
Office Enterprise
Enterprise CAL <Select>
B
Windows Desktop Operating System
Upgrade
Office Professional Plus
Enterprise CAL Desktop
Individual Enterprise Product Component Selection
Windows Desktop Operating System Upgrade
<Select One or Both>
<Select><Select>
SLG Microsoft Enterprise 6.5 Enrollment
(lndirect)(North America) October 1, 2005
Enterprise order information Page 7 of 9
8. Qualifying systems licenses.
All desktop operating system licenses provided under this program are upgrade Licenses. No full
operating system licenses are available under this program. Therefore, if you select the Desktop
Platform or the Windows Desktop Operating System Upgrade & Software Assurance, all qualified
desktops on which you will run the Windows Desktop Operating System Upgrade must be licensed to run
one of the qualifying operating systems identified in the Product List at http://microsoft.com/licensinq.
Note that the list of operating systems that qualify for the Windows Desktop Operating System Upgrade
varies with the circumstances of your order. That list is more extensive at the time of your initial order
than it is for some subsequent true ups and system refreshes during the term of your enrollment.
For example, Windows XP Home Edition or successor products are not qualifying Operating Systems.
SLG Microsoft Enterprise 6.5 Enrollment Enterprise order information Page 8 of 9
(lndirect)(North America) October 1, 2005
General information
Reseller company name:*
CompuCom Systems
Street address: (PO boxes will not be accepted)*
7171 Forest Lane
City and State / Province and postal code:*
Dallas, TX 75230
Country:*
USA
Contact name:*
Greg Landry
Phone number:*
972-856-5520
Fax number:
972-856-1110
Email address:*
g la ndry@com pucom. com
The undersigned confirms that the reseller information is correct.
Name of reseller*
Signature*
Printed name*
Printed title*
Date*
SLG Microsoft Enterprise 6.5 Enrollment
(lndirect)(North America) October 1, 2005
Reseller information form Page 9 of 9
CompuCom - software quote
Quoted bv Sam Andrews, CorrmuCom 3320 Data Drive, Suite 100 Rancho Cordova, CA 95670
Phone 818-988-2195 sam.andrews(S>comDucom.com
Quantity
732
68
795
5
800
1
48
4
7
40
1
22
1
1
10
4
1
1
30
40
6
7.75
Please fax your POs to Client Assistance Center at 800-366-9994. You may
call 800-400-9852, option 2, to check status on orders.
Quoted to:
Date 10/9/07
City of Carlsbad
Gordon Peterson
qpete(S)ci. carlsbad. ca. us
YEAR 1 PRICING
Important: Please provide the email address of the recipient designated to
receive a CompuCom "order confirmation"
Part#
269-12441
269-12444
66J-00579
66J-00582
76A-00009
H04-00321
P73-00202
P72-00164
359-00852
359-00851
228-04435
P73-00225
312-02356
B21 -00382
228-03150
R39-00397
UCQ-00105
392-02065
076-02036
D87-01251
F1P-00206
Product-total
Sub-Total
Tax
Shipping
Total
Description
enterprise products
Office Professional Plus Lic/SA Platform
Office Professional Plus SA Platform (from
Select* 8684727)
Windows Vista Business w/ Vista Enterprise
Upg/SA Platform
Windows Vista Business w/ Vista Enterprise
Platform SA (8684727)
Enterprise CAL Lic/SA Platform Device CAL
w/Svcs
'>*g5;w» ; additional products
Office Sharepoint Server Lic/SA
Windows Server Standard Lic/SA
Windows Server Enterprise Lic/SA
SQL Device CAL SA (from Select* 6775976)
SQL Device CAL Lic/SA
SQL Server Standard Edtn Win32 SA
(6775976)
Windows Server Standard SA (6775976)
Exchange Server Standard Lic/SA
MapPoint SA (from Select* 8684727)
SQL Server Standard Edtn Win32 1-Proc SA
(8684727)
Windows Server ExtrnConn SA (8684727)
Expression Web Lic/SA
Office Sharepoint Designer Lic/SA
Project Win32 Lic/SA
Visio Professional Lic/SA
Visual Studio Pro w/ MSDN Premium Lic/SA
You may elect a "no-media" enrollment and
eliminate sales tax
YourYear-1 Microsoft EA Payment
(see tabs at bottom for year 2 &3 pricing)
Unit Price
$ 125.78
$ 61.40
$ 38.79
$ 24.12
$ 97.17
$ 1,522.55
$ 247.29
$ 803.35
$ 19.84
$ 55.72
$ 108.80
$ 88.35
$ 240.45
$ 33.71
$ 705.18
$ 245.72
$ 86.92
$ 68.80
$ 177.00
$ 166.57
$ 713.00
Prices good for 30 days
Ext. Price
$
$ 92,070.96
$ 4,175.20
$ 30,838.05
$ 120.60
$ 77,736.00
$
$ .. ....-
$ 1,522.55
$ 11,869.92
$ 3,213.40
$ 138.88
$ 2,228.80
$ 108.80
$ 1,943.70
$ 240.45
$ 33.71
$ 7,051.80
$ 982.88
$ 86.92
$ 68.80
$ 5,310.00
$ 6,662.80
$ 4,278.00
$
$
$ 250,682.22
$ 250,682.22
$ 19,427.87
No Charge
$270,110.09
CompuCom - software quote
Quoted bv Sam Andrews, ComDuCom 3320 Data Drive, Suite 100 Rancho Cordova, CA 95670
Phone 818-988-2195 sam.andrews(S>comDucom.com
I
Quantity
732
68
795
5
800
1
48
4
7
40
1
22
1
1
10
4
1
1
30
40
6
7.75
I P/ease fax your POs to Client Assistance Center at 800-366-9994. You may
call 800-400-9852, option 2, to check status on orders.
Quoted to:
Date 10/9/07
City of Carlsbad
Gordon Peterson
qpeteO.ci. carlsbad. ca. us
YEAR 2 and YEAR 3 PRICING
Important: Please provide the email address of the recipient designated to
receive a CompuCom "order confirmation"
Part#
269-12441
269-12444
66J-00579
66J-00582
76A-00009
H04-00321
P73-00202
P72-00164
359-00852
359-00851
228-04435
P73-00225
312-02356
B21 -00382
228-03150
R39-00397
UCQ-00105
392-02065
076-02036
D87-01251
F1P-00206
Product-total
Sub-Total
Tax
Shipping
Total
Description
enterprise products
Office Professional Plus Lic/SA Platform
Office Professional Plus SA Platform (from
Select* 8684727)
Windows Vista Business w/ Vista Enterprise
Upg/SA Platform
Windows Vista Business w/ Vista Enterprise
Platform SA (8684727)
Enterprise CAL Lic/SA Platform Device CAL
w/Svcs
additional products
Office Sharepoint Server Lic/SA
Windows Server Standard Lic/SA
Windows Server Enterprise Lic/SA
SQL Device CAL SA (from Select* 6775976)
SQL Device CAL Lic/SA
SQL Server Standard Edtn Win32 SA
Windows Server Standard SA (6775976)
Exchange Server Standard Lic/SA
MapPoint SA (from Select* 8684727)
SQL Server Standard Edtn Win32 1-Proc SA
(8684727)
Windows Server ExtrnConn SA (8684727)
Expression Web Lic/SA
Office Sharepoint Designer Lic/SA
Project Win32 Lic/SA
Visio Professional Lic/SA
Visual Studio Pro w/ MSDN Premium Lic/SA
You may elect a "no-media" enrollment and
eliminate sales tax
Your Year 2 / Year 3 Annual Amounts
Unit Price
$ 125.78
$ 73.09
$ 38.79
$ 28.71
$ 97.17
$ 1,522.55
$ 247.29
$ 803.35
$ 23.79
$ 55.72
$ 130.55
$ 106.00
$ 240.45
$ 40.45
$ 846.21
$ 294.86
$ 86.92
$ 68.80
$ 177.00
$ 166.57
$ 713.00
Prices good for 30 days
Ext. Price
$ *
$ 92,070.96
$ 4,970.12
$ 30,838.05
$ 143.55
$ 77,736.00
$
$
$ 1,522.55
$ 11,869.92
$ 3,213.40
$ 166.53
$ 2,228.80
$ 130.55
$ 2,332.00
$ 240.45
$ 40.45
$ 8,462.10
$ 1,179.44
$ 86.92
$ 68.80
$ 5,310.00
$ 6,662.80
$ 4,278.00
$
$253,551.39
$253,551.39
$ 19,650.23
No Charge
$273,201.62
October 4, 2007
Gordon Peterson
Information Technology Manager
City of Carlsbad
1635 Faraday Ave
Carlsbad, CA 92008
Re: Exchange 2007 Assessment and Architectural Design Services
Microsoft Corporation recommends that City of Carlsbad obtain assessment and
architectural design consulting services to demonstrate and enhance the benefits of
Microsoft products in its environment. Therefore, if you execute this letter agreement on
or before October 24th you may obtain such services, at no charge to you, from Microsoft
or a Microsoft certified partner in an amount not to exceed $10,500. If you elect to
purchase services from a partner, we will reimburse the partner directly for the services
upon presentation by you of a partner invoice for such services. If you elect to obtain the
services from Microsoft, (a) such service will be provided in accordance with the terms of
a Microsoft Services Agreement and work order between you and Microsoft; and (b) the
value of our gratuitous services provided will be based on our then-current standard fees
for such services. All consulting services obtained by you under this section, whether
from Microsoft or a Microsoft partner, must be fully rendered on or before December 14th,
2007.
Microsoft waives any and all entitlement to compensation from City of Carlsbad for the
services provided to you pursuant to this letter agreement. Microsoft intends that these
services and associated terms be in compliance with applicable laws and regulations with
respect to gratuitous services. It is specifically understood that all services and services
deliverables provided are for the sole benefit and use of your City and are not provided to
or for any individual government employee.
If the terms of this letter agreement are acceptable to you, please sign in the space
provided below and return to me. This letter agreement is not valid until accepted and
executed by Microsoft below.
Sincerely,
Debra Jacobson
Microsoft Corporation
By:
ACCEirED AND AGREED
Title:
Date: October 16, 2007 Date: