HomeMy WebLinkAbout2016-10-25; City Council; ; Renewal of the Microsoft Enterprise AgreementCITY COUNC I L
Staff Report
Meeting Date:
To:
From:
Staff Contact:
October 25, 2016
Mayor and City Council V
Kevin Crawford, City ManageY'
Nicholas Lourian, Information Technology Director
nicholas.lourian@carlsbadca.gov or 760-602-2454
CAReview p
Subject: Adopt a Resolution approving the renewal of the Microsoft Enterprise
Agreement
Recommended Action
Adopt a Resolution authorizing the City Manager or his designee to renew the city's three-year
Microsoft Enterprise Agreement with SoftwareOne, using the County of Riverside's Cooperative
Purchasing Agreement No. 01E73134 in an amount not to exceed $1,377,719 for a maximum
three year period.
Executive Summary
The city purchases Microsoft products under an agreement titled the Microsoft Enterprise
Agreement. The Microsoft Enterprise Agreement is a volume purchasing agreement with a
three-year term covering software licensing, maintenance and support of the city's Microsoft
product inventory.
Discussion
Microsoft software products are used by over 800 city staff and are installed on over 1,000
computers and servers. The products in use here at the city include: desktop and server
operating systems, office productivity tools, database systems, and email and collaboration tools.
The city purchases these Microsoft products under a three-year volume purchasing agreement.
The current Microsoft Enterprise Agreement, approved by City Council on November 19, 2013
expires on October 31, 2016. With this renewal of the Enterprise Agreement, the city will benefit
by staying current on Microsoft's latest technology while enjoying a simplified licensing model.
SoftwareOne was selected as the vendor of choice after a best value analysis of Microsoft
resellers that are qualified for bidding under this agreement. The renewal of the Microsoft
software licenses and services under this Enterprise Agreement from SoftwareOne represents
the best value to the city by purchasing through a cooperative purchasing agreement, in
compliance with Carlsbad Municipal Code, Chapter 3.28.100 -Cooperative Purchasing.
SoftwareOne is an authorized Enterprise Agreement reseller and provides products and
technology services under the Riverside County Enterprise Agreement 01E73134.
Item #4 October 25, 2016 Page 1 of 48
Fiscal Analysis
The three-year cost of this agreement with SoftwareOne is not to exceed $1,377,719. Funding
for the first year is in the approved FY 16-17 Information Technology operations budget. Future
years funding will continue to be requested during the budget process.
Next Steps
Contact the chosen vendor and process the first years' payment for Microsoft products.
Environmental Evaluation (CEQA)
Pursuant to the Public Resources Code Section 21065, this action does not constitute a "project"
within the meaning of CEQA in that it has no potential to cause either direct physical change in
the environment, or a reasonably foreseeable indirect physical change in the environment, an
therefore, does not require environmental review.
Public Notification
None required.
Exhibits
1. Resolution approving the renewal of the three-year Microsoft Enterprise Agreement.
2. SoftwareOne quote sheet.
3. Microsoft Enterprise Agreement
Item #4 October 25, 2016 Page 2 of 48
RESOLUTION NO. 2016-213
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD,
CALIFORNIA, APPROVING THE RENEWAL OF THE MICROSOFT ENTERPRISE
AGREEMENT
Exhibit 1
WHEREAS, the City of Carlsbad uses a number of Microsoft software products and hosted
services and has determined that the most cost-effective way to purchase those products and services
is under Microsoft's Enterprise Agreement Program; and
WHEREAS, the City of Carlsbad currently purchases Microsoft products, maintenance and
hosted services under a Microsoft Enterprise Agreement; and
WHEREAS, a best value analysis of five qualified and authorized Microsoft Enterprise
Agreement resellers was conducted and SoftwareOne was selected as the vendor of choice; and
WHEREAS, SoftwareOne, an authorized Microsoft reseller provides products and technology
services under the County of Riverside's Cooperative Purchasing Agreement No. 01E73134;
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California, as
follows:
1. That the above recitations are true and correct.
2. That the renewal of Microsoft's Enterprise Agreement is hereby approved and the City
Manager or his designee is authorized to execute all required documents on behalf of
the city.
3. That the purchase of Microsoft Software from SoftwareOne under Microsoft's
Enterprise Agreement shall not exceed $1,377,719 for a three-year agreement, as
further described in the price quote from SoftwareOne.
4. That funding for year one is in the FY 2016-17 Information Technology operations
budget and the funding for years two and three will be brought forth with future budget
submittals for consideration and approval.
Item #4 October 25, 2016 Page 3 of 48
Exhibit 1
PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Council of the City of
Carlsbad on the 25th day of October, 2016, by the following vote, to wit:
AYES: Hall, Wood, Schumacher, Blackburn, Packard.
NOES: None.
ABSENT: None.
MATT HALL, Mayor
(SEAL)
Item #4 October 25, 2016 Page 4 of 48
SOFTWARE ONE MICROSOFT RENEWAL QUOTE
CARLSBAD PD portion of renewal
Product Description Part Number
WINE3perDVC ALNG SA MVL Pltfrm KV3-00353
Prjct ALNG SA MVL 076-01912
VisioPro ALNG SA MVL D87-01159
SQLCAL ALNG SA MVL DvcCAL 359-00792
SQLSvrStd ALNG SA MVL 228-04433
SQLSvrStdCore ALNG LicSAPk MVL 2Lic CoreLic 7NQ-00302
SQLSvrStdCore ALNG SA MVL 2Lic CoreLic 7NQ-00292
WinRmtDsktpSrvcsCAL ALNG LicSAPk MVL UsrCAL 6VC-01252
WinSvrDataCtr ALNG SA MVL 2Proc P71-07282
WinSvrStd ALNG SA MVL 2Proc P73-05898
ECALBridge0365 ALNG SubsVL MVL Pltfrm PerUsr
AAA-12428
ECALBridge0365FromSA ALNG SubsVL MVL Pltfrm PerUsr
AAA-12436
0365E3 ShrdSvr ALNG SubsVL MVL PerUsr
AAA-10842
AzureMntryCmmtmntG ShrdSvr ALNG SubsVL MVL Cmmt
JSU-00001
License Unit Price Quantity
210 $34.87
2 $96.98
8 $82.97
5 $31.00
2 $133.18
2 $1,242.17
6 $532.37
10 $45.60
3 $914.12
8 $130.97
70 $32.44
160 $28.51
230 $181.90
1 $1,192.80
•Total ANNUAL Price
Total of 3 years:
EXHIBIT 2
Ext Price
$7,322.70
$193.96
$663.76
$155.00
$266.36
$2,484.34
$3,194.22
$456.00
$2,742.36
$1,047.76
$2,270.80
$4,561.60
$41,837.00
$1,192.80
$68,388.66•
$205,165.98
Able to use the Windows Server "per processor" licenses as they have already been locked in by the Microsoft Team.
Item #4 October 25, 2016 Page 5 of 48
SOFTWARE ONE MICROSOFT RENEWAL QUOTE EXHIBIT 2
CARLSBAD CITY portion of renewal
License Ext Price Part Number Unit Price Product Description Quantity
WINE3perDVC ALNG SA MVL Pltfrm KV3-00353 794 $34.87 $27,686.78
Prjct ALNG SA MVL 076-01912 48 $96.98 $4,655.04
VisioPro ALNG SA MVL D87-01159 93 $82.97 $7,716.21
VSEntwMSDN ALNG SA MVL MX3-00117 3 $973.58 $2,920.74
SharePointSvr ALNG SA MVL H04-00268 2 $1,009.45 $2,018.90
SQLCAL ALNG SA MVL DvcCAL 359-00792 55 $31.00 $1,705.00
SQLSvrEntCore ALNG SA MVL 2Lic Corelic 7JQ-00343 10 $2,041.40 $20,414.00
SQLSvrStd ALNG SA MVL 228-04433 11 $133.18 $1,464.98
SQLSvrStdCore ALNG SA MVL 2Lic Corelic 7NQ-00292 14 $532.37 $7,453.18
SysCtrDatactr ALNG SA MVL 2Proc T6L-00238 3 $357.04 $1,071.12
WinRmtDsktpSrvcsCAL ALNG SA MVL UsrCAL 6VC-01254 140
$19.53 $2,734.20
WinSvrDataCtr ALNG SA MVL 2Proc P71°07282 9 $914.12 $8,227.08
WinSvrExtConn ALNG SA MVL R39-00396 4 $299.78 $1,199.12
WinSvrStd ALNG SA MVL 2Proc P73-05898 72 $130.97 $9,429.84
ECALBridge0365 ALNG SubsVL MVL Pltfrm PerUsr
AAA-12428 20 $32.44 $648.80
ECALBridge0365FromSA ALNG SubsVL MVL Pltfrm PerUsr
AAA-12436 1,230 $28.51 $35,067.30
0365E3 ShrdSvr ALNG SubsVL MVL PerUsr
AAA-10842 1,250 $181.90 $227,375.00
AzureMntryCmmtmntG ShrdSvr ALNG SubsVL MVL Cmmt
J5U-00001 1 $1,192.80 $1,192.80
ProjOnlnPrem ShrdSvr ALNG SubsVL MVL PerUsr
7SY-00002 10 $428.57 $4,285.70
ProjOnlnPremAddon ShrdSvr ALNG SubsVL MVL AddOn toPrjctStd
7QJ-00006 48 $250.37 $12,017.76
ProjOnlnPremwoProjClt ShrdSvr ALNG SubsVL MVL PerUsr
VJX-00002 45 $257.05 $11,567.25
;Total ANNUAL Price $390,850.80
Total of 3 years: $1,l 72,552.40l
TOTAL PRICE CITY/PD $1,377,718.38
Able to use the Windows Server "per processor" licenses as they have already been locked in by the Microsoft Team.
Item #4 October 25, 2016 Page 6 of 48
1• Microsoft Volume Licensing
Amendment to Contract Documents
Enterprise Enrollment
Applicability of Per Processor License Terms
Amendment ID M390
Enrollment number I
Microsoft to complete ._ _______ __.
000-saandrew-109
This amendment ("Amendment") is entered into between the parties identified on the attached program
signature form. It amends the Enrollment or Agreement identified above. All terms used but not defined
in this Amendment will have the same meanings provided in that Enrollment or Agreement.
Provided that the effective date of the initial or renewal term (as applicable) of the Enrollment is
between October 1, 2016 and January 1, 2017, the parties agree that the Enrollment is amended as
follows:
1. Definitions.
When used in this Amendment, the following defined terms apply:
"Eligible License" means a Server Product processor License with SA obtained by Enrolled Affiliate
• as of October 1, 2016, and any Server Product processor License with SA subsequently
obtained under the same agreement through a programmatic true-up; or
• in its initial order under the Enrollment or through a programmatic true-up during the first three
Enrollment anniversaries following the effective date.
"Server Product" means any of the following: Core Infrastructure Server Suite Standard or
Datacenter; System Center 2012 R2 Standard or Datacenter Server Management License; or
Windows Server 2012 R2 Standard or Datacenter.
2. Applicable License Terms. For any Eligible Licenses obtained after the effective date, the
applicable Product Terms and Use Rights for such Server Products will be as set forth in the
September 1, 2016 Product Terms.
3. End of term options.
a. License grants. Subject to the October 1, 2016 Product Terms, Enrolled Affiliate will receive
a grant of Full Core Licenses and Additional Core Licenses (as applicable) for its Eligible Licenses.
b. Licenses obtained outside of true-up. For Server Product Licenses obtained within three
years of the effective date but outside of a programmatic true-up, Enrolled Affiliate may acquire
Software Assurance for 16 core licenses per processor license upon expiration of the current term of
SA coverage.
This Amendment will terminate on the expiration or termination of the Enrollment. Except for changes
made by this Amendment, the Enrollment or Agreement identified above remains unchanged and in full
force and effect. If there is any conflict between any provision in this Amendment and any provision in
the Enrollment or Agreement identified above, this Amendment will control.
This form must be attached to a signature form to be valid.
AmendmentApp v3.5 M390 B
Page 1 of 2
Item #4 October 25, 2016 Page 7 of 48
Microsoft Internal Use Only: I EnrAmend(ProcessorlicenseTerms)(WW)(ENG)(Oct2016) M390 B
AmendmentApp v3.5 M390 B
Page 2 of 2
Item #4 October 25, 2016 Page 8 of 48
Microsoft· I Volume Licensing
Supplemental Contact Information Form State and Local
This form can be used in combination with Agreement and Enrollment/Registration. However, a
separate form must be submitted for each Enrollment/Registration, when more than one is submitted
on a signature form. For the purposes of this form, "Entity" can mean the signing Entity, Customer,
Enrolled Affiliate, Government Partner, Institution , or other party entering into a Volume Licensing
program agreement. Primary and Notices contacts in this form will not apply to Enrollments or
Registrations.
This form applies to: IBI Enrollment/Affiliate Registration Form
Insert primary entity name if more than one Enrollment/Registration Form is
submitted
Contact information.
Each party will notify the other in writing if any of the information in the following contact information page(s)
changes. The asterisks (*) indicate required fields; if the Entity chooses to designate other contact types,
the same required fields must be completed for each section. By providing contact information, entity
consents to its use for purposes of administering the Enrollment by Microsoft and other parties that help
Microsoft administer this Enrollment. The personal information provided in connection with this agreement
will be used and protected according to the privacy statement available at https://licensing.microsoft.com.
1. Additional notices contact.
This contact receives all notices that are sent from Microsoft. No on line access is granted to this individual.
Name of Entity*
Contact name*: First Last
Contact email*
Street address*
City* State* Postal code*
Country*
Phone* Fax
This contact is a third party (not the Entity). Warning: This contact receives personally identifiable
information of the Entity.
2. Software Assurance manager.
This contact will receive online permissions to manage the Software Assurance benefits under the
Enrollment or Registration.
Name of Entity*
Contact name*: First Last
Contact email*
Street address*
City* State* Postal code*
Country*
Phone* Fax
This contact is a third party (not the Entity). Warning: This contact receives personaily identifiable
information of the Entity.
SupContactlnfoForm(US)SLG(ENG)(Oct2010) Page 1 of 3 Item #4 October 25, 2016 Page 9 of 48
3. Subscriptions manager.
This contact will assign MSDN, Expression, and TechNet Plus subscription licenses to the individual
subscribers under this Enrollment or Registration. Assignment of the subscription licenses is necessary for
access to any of the online benefits, such as subscription downloads. This contact will also manage any
complimentary or additional media purchases related to these subscriptions.
Name of Entity*
Contact name*: First Last
Contact email*
Street address*
City* State* Postal code*
Country*
Phone* Fax
This contact is a third party (not the Entity). Warning: This contact receives personally identifiable
information of the Entity.
4. Online Services manager.
This contact will be provided online permissions to manage the Online Services ordered under the
Enrollment or Registration.
Name of Entity* City of Carlsbad
Contact name*: First Lisa Last Vante
Contact email* Lisa. Vante@carlsbadca.gov
Street address* 1635 Faraday Ave.
City* Carlsbad State* CA Postal code* 92008-7314
Country* United States
Phone* 760-602-2792 Fax 760-602-8555
D This contact is a third party (not the Entity). Warning: This contact receives personally identifiable
information of the Entity.
5. Customer Support Manager (CSM):
This person is designated as the Customer Support Manager (CSM) for support-related activities.
Name of Entity*
Contact name*: First Last
Contact email*
Street address*
City* State* Postal code*
Country*
Phone* Fax
This contact is a third party (not the Entity). Warning: This contact receives personally identifiable
information of the Entity.
6. Primary contact information:
An individual from inside the organization must serve as the primary contact. This contact receives online
administrator permissions and may grant online access to others. This contact also receives all notices
unless Microsoft is provided written notice of a change.
Name of Entity* City of Carlsbad
Contact name*: First Lisa Last Vante
Contact email* Lisa.Vante@carlsbadca.gov
Street address* 1635 Faraday Ave.
City* Carlsbad State* CA Postal code* 92008-7314
SupContactlnfoForm(US)SLG(ENG)(Oct2010) Page 2 of 3 Item #4 October 25, 2016 Page 10 of 48
Country*: United States
Phone* 760-602-2792 Fax 760-602-8555
7. Notices contact and online administrator information:
This individual receives online administrator permissions and may grant online access to others. This
contact also receives all notices.
~ Same as primary contact
Name of Entity* City of Carlsbad
Contact name*: First Lisa Last Vante
Contact email* Lisa.Vante@carlsbadca.gov
Street address* 1635 Faraday Ave.
City* Carlsbad State* CA Postal code* 92008-7314
Country*: United States
Phone* 760-602-2792 Fax 760-602-8555
D This contact is a third party (not the Entity). Warning: This contact receives personally identifiable
information of the Entity.
SupContactlnfoForm(US)SLG(ENG)(Oct2010) Page 3 of 3 Item #4 October 25, 2016 Page 11 of 48
I I Microsoft
Enterprise Enrollment
Enterprise Enrollment number
(Microsoft to complete)
Previous Enrollment number
(Reseller to complete)
82891579
7450511
Volume Licensing
State and Local
Framework ID I
(if applicable) ._ ____________ .....,
This Enrollment must be attached to a signature form to be valid.
This Microsoft Enterprise Enrollment is entered into between the entities as identifiJJ{b,the signature form
as of the effective date. Enrolled Affiliate represents and warrants it is the satne-Custom~f or an Affiliate of
the Customer, that entered into the Enterprise Agreement identified on the prograrr{signature form.
This Enrollment consists of: (1) these terms and conditions, (2) the t~-~~f oL th~ Enterprise Agreement
identified on the signature form, (3) the Product Selection Form, (4) an~f'.S!Jpplei'nental contact information
form or Previous Agreement/Enrollment form that may be required::)(?) ·any order submitted under this
Enrollment. This Enrollment may only be entered into und~~ .. a:20lJ ot :}ater Enterprise Agreement. By
entering into this Enrollment, Enrolled Affiliate agrees to be'.:t?~und{by the terms and conditions of the
Enterprise Agreement. ,:;\ . ·.;.,-=::o:;,-""
All terms used but not defined are located at http://www.·rtiicrcisoft.com/licensing/contracts. In the event of
any conflict the terms of this Agreement control. ti .,,-., .. ·\t:-'.: ·
· ,;,._;--'~-;vi'.·'\-.
Effective date. If Enrolled Affiliate is renewing Soft';;;iare.Assurance or Subscription Licenses from one or
more previous Enrollments or agreements, th.en the'eHective date will be the day after the first prior
Enrollment or agreement expires or terminc:!tes. Otherwise, the effective date will be the date this Enrollment
is accepted by Microsoft. Any refere.nce.tq,i'anhiY~rsary date" refers to the anniversary of the effective date
each year this Enrollment is in effect>?, .· '' · ·
Term. The initial term of this Enr.ollment\Aiill expire on the last day of the month, 36 full calendar months
from the effective date of the initi[i tefffL 1{ the Enrollment is renewed, the renewal term will expire 36 full _.,,. ,-,'-1 :'/
calendar months after the ef{¢c:tive qaJe of the renewal term. Any reference in this Enrollment to "day" will
be a calendar day. · ·· ···
Terms and Conditions
1. ··oelihitions~
,• ~..-,;.,:;;,. · ... ·
TerHJtti~ed:·b'i;Jt n°ot defined in this Enrollment will have the definition in the Enterprise Agreement. The
followin~ definitions are used in this Enrollment:
"Additional Product" means any Product identified as such in the Product Terms and chosen by Enrolled
Affiliate under this Enrollment.
"Community" means the community consisting of one or more of the following: (1) a Government, (2) an
Enrolled Affiliate using eligible Government Community Cloud Services to provide solutions to a
Government or a qualified member of the Community, or (3) a Customer with Customer Data that is subject
to Government regulations for which Customer determines and Microsoft agrees that the use of
Government Community Cloud Services is appropriate to meet Customer's regulatory requirements.
Membership in the Community is ultimately at Microsoft's discretion, which may vary by Government
Community Cloud Service.
EA2015EnrGov(US)SLG(ENG)(Aug2015) Page 1 of 10
Document X20-12057 Item #4 October 25, 2016 Page 12 of 48
"Enterprise Online Service" means any Online Service designated as an Enterprise Online Service in the
Product Terms and chosen by Enrolled Affiliate under this Enrollment. Enterprise Online Services are
treated as Online Services, except as noted.
"Enterprise Product" means any Desktop Platform Product that Microsoft designates as an Enterprise
Product in the Product Terms and chosen by Enrolled Affiliate under this Enrollment. Enterprise Products
must be licensed for all Qualified Devices and Qualified Users on an Enterprise-wide basis under this
program.
"Expiration Date" means the date upon which the Enrollment expires.
"Federal Agency" means a bureau, office, agency, department or other entity of the United States
Government.
"Government" means a Federal Agency, State/Local Entity, or Tribal Entity acting in its governmental
capacity.
"Government Community Cloud Services" means Microsoft Online Services that are provisioned in
Microsoft's multi-tenant data centers for exclusive use by or for the Community and offered in accordance
with the National Institute of Standards and Technology (NIST) Special Publication 800-145. Microsoft
Online Services that are Government Community Cloud Services are designated as such in the Use Rights
and Product Terms.
"Industry Device" (also known as line of business device) means any device that: (1) is not useable in its
deployed configuration as a general purpose personal computing device (such as a personal computer), a
multi-function server, or a commercially viable substitute for one of these systems; and (2) only employs an
industry or task-specific software program (e.g. a computer-aided design program used by an architect or
a point of sale program) ("Industry Program"). The device may include features and functions derived from
Microsoft software or third-party software. If the device performs desktop functions (such as email, word
processing, spreadsheets, database, network or Internet browsing, or scheduling, or personal finance),
then the desktop functions: (1) may only be used for the purpose of supporting the Industry Program
functionality; and (2) must be technically integrated with the Industry Program or employ technically
enforced policies or architecture to operate only when used with the Industry Program functionality.
"Managed Device" means any device on which any Affiliate in the Enterprise directly or indirectly controls
one or more operating system environments. Examples of Managed Devices can be found in the Product
Terms.
"Qualified Device" means any device that is used by or for the benefit of Enrolled Affiliate's Enterprise and
is: (1) a personal desktop computer, portable computer, workstation, or similar device capable of running
Windows Pro locally (in a physical or virtual operating system environment), or (2) a device used to access
a virtual desktop infrastructure ("VOi"). Qualified Devices do not include any device that is: (1) designated
as a server and not used as a personal computer, (2) an Industry Device, (3) not a Managed Device. At its
option, the Enrolled Affiliate may designate any device excluded above (e.g., Industry Device) that is used
by or for the benefit of the Enrolled Affiliate's Enterprise as a Qualified Device for all or a subset of Enterprise
Products or Online Services the Enrolled Affiliate has selected.
"Qualified User" means a person (e.g., employee, consultant, contingent staff) who: (1) is a user of a
Qualified Device, or (2) accesses any server software requiring an Enterprise Product Client Access
License or any Enterprise Online Service. It does not include a person who accesses server software or
an Online Service solely under a License identified in the Qualified User exemptions in the Product Terms.
"Reseller" means an entity authorized by Microsoft to resell Licenses under this program and engaged by
an Enrolled Affiliate to provide pre-and post-transaction assistance related to this agreement;
"Reserved License" means for an Online Service identified as eligible for true-ups in the Product Terms,
the License reserved by Enrolled Affiliate prior to use and for which Microsoft will make the Online Service
available for activation.
"State/Local Entity" means (1) any agency of a state or local government in the United States, or (2) any
United States county, borough, commonwealth, city, municipality, town, township, special purpose district,
EA2015EnrGov(US)SLG(ENG)(Aug2015) Page 2 of 10
Document X20-12057 Item #4 October 25, 2016 Page 13 of 48
or other similar type of governmental instrumentality established by the laws of Customer's state and
located within Customer's state's jurisdiction and geographic boundaries.
"Tribal Entity" means a federally-recognized tribal entity performing tribal governmental functions and
eligible for funding and services from the U.S. Department of Interior by virtue of its status as an Indian
tribe.
"Use Rights" means, with respect to any licensing program, the use rights or terms of service for each
Product and version published for that licensing program at the Volume Licensing Site. The Use Rights
supersede the terms of any end user license agreement (on-screen or otherwise) that accompanies a
Product. The Use Rights for Software are published by Microsoft in the Product Terms. The Use Rights for
Online Services are published in the Online Services Terms.
"Volume Licensing Site" means http://www.microsoft.com/licensing/contracts or a successor site.
2. Order requirements.
a. Minimum Order requirements. Enrolled Affiliate's Enterprise must have a minimum of 250
Qualified Users or Qualified Devices. The initial order must include at least 250 Licenses for
Enterprise Products or Enterprise Online Services.
(i) Enterprise Commitment. Enrolled Affiliate must order enough Licenses to cover all
Qualified Users or Qualified Devices, depending on the License Type, with one or more
Enterprise Products or a mix of Enterprise Products and the corresponding Enterprise
Online Services (as long as all Qualified Devices not covered by a License are only used
by users covered with a user License).
(ii) Enterprise Online Services only. If no Enterprise Product is ordered, , then Enrolled
Affiliate need only maintain at least 250 Subscription Licenses for Enterprise Online
Services.
b. Additional Products. Upon satisfying the minimum order requirements above, Enrolled
Affiliate may order Additional Products and Services.
c. Use Rights for Enterprise Products. For Enterprise Products, if a new Product version has
more restrictive use rights than the version that is current at the start of the applicable initial or
renewal term of the Enrollment, those more restrictive use rights will not apply to Enrolled
Affiliate's use of that Product during that term.
d. Country of usage. Enrolled Affiliate must specify the countries where Licenses will be used
on its initial order and on any additional orders.
e. Resellers. Enrolled Affiliate must choose and maintain a Reseller authorized in the United
States. Enrolled Affiliate will acquire its Licenses through its chosen Reseller. Orders must be
submitted to the Reseller who will transmit the order to Microsoft. The Reseller and Enrolled
Affiliate determine pricing and payment terms as between them, and Microsoft will invoice the
Reseller based on those terms. Throughout this Agreement the term "price" refers to reference
price. Resellers and other third parties do not have authority to bind or impose any obligation
or liability on Microsoft.
f. Adding Products.
(i) Adding new Products not previously ordered. New Enterprise Products or Enterprise
Online Services may be added at any time by contacting a Microsoft Account Manager or
Reseller. New Additional Products, other than Online Services, may be used if an order is
placed in the month the Product is first used. For Additional Products that are Online
Services, an initial order for the Online Service is required prior to use.
(ii) Adding Licenses for previously ordered Products. Additional Licenses for previously
ordered Products other than Online Services may be added at any time but must be
included in the next true-up order. Additional Licenses for Online Services must be ordered
EA2015EnrGov(US)SLG(ENG)(Aug2015) Page 3 of 10
Document X20-12057 Item #4 October 25, 2016 Page 14 of 48
prior to use, unless the Online Services are (1) identified as eligible for true-up in the
Product Terms or (2) included as part of other Licenses.
g. True-up requirements. Enrolled Affiliate must submit an annual true-up order that accounts
for any changes since the initial order ·or last order. If there are no changes, then an update
statement must be submitted instead of a true-up order.
(i) Enterprise Products. For Enterprise Products, Enrolled Affiliate must determine the
number of Qualified Devices and Qualified Users (if ordering user-based Licenses) at the
time the true-up order is placed and must order additional Licenses for all Qualified Devices
and Qualified Users that are not already covered by existing Licenses, including any
Enterprise Online Services.
(ii) Additional Products. For Additional Products that have been previously ordered under
this Enrollment, Enrolled Affiliate must determine the maximum number of Additional
Products used since the latter of the initial order, the last true-up order, or the prior
anniversary date and submit a true-up order that accounts for any increase.
(iii) Online Services. For Online Services identified as eligible for true-up in the Product
Terms, Enrolled Affiliate may reserve the additional Licenses prior to use and payment may
be deferred until the next true-up order. Microsoft will provide a report of Reserved
Licenses in excess of existing orders to Enrolled Affiliate and its Reseller. Reserved
Licenses will be invoiced retroactively to the month in which they were reserved.
(iv) Subscription License reductions. Enrolled Affiliate may reduce the quantity of
Subscription Licenses at the Enrollment anniversary date on a prospective basis if
permitted in the Product Terms, as follows:
1) For Subscription Licenses that are part of an Enterprise-wide purchase, Licenses may
be reduced if the total quantity of Licenses and Software Assurance for an applicable
group meets or exceeds the quantity of Qualified Devices and Qualified Users (if
ordering user-based Licenses) identified on the Product Selection Form, and includes
any additional Qualified Devices and Qualified Users added in any prior true-up orders.
Step-up Licenses do not count towards this total count.
2) For Enterprise Online Services that are not a part of an Enterprise-wide purchase,
Licenses can be reduced as long as the initial order minimum requirements are
maintained.
3) For Additional Products available as Subscription Licenses, Enrolled Affiliate may
reduce the Licenses. If the License count is reduced to zero, then Enrolled Affiliate's
use of the applicable Subscription License will be cancelled.
Invoices will be adjusted to reflect any reductions in Subscription Licenses at the true-up
order Enrollment anniversary date and effective as of such date.
(v) Update statement. An update statement must be submitted instead of a true-up order if,
since the initial order or last true-up order, Enrolled Affiliate's Enterprise: (1) has not
changed the number of Qualified Devices and Qualified Users licensed with Enterprise
Products or Enterprise Online Services; and (2) has not increased its usage of Additional
Products. This update statement must be signed by Enrolled Affiliate's authorized
representative.
(vi) True-up order period. The true-up order or update statement must be received by
Microsoft between 60 and 30 days prior to each Enrollment anniversary date. The third-
year true-up order or update statement is due within 30 days prior to the Expiration Date,
and any license reservations within this 30 day period will not be accepted. Enrolled Affiliate
may submit true-up orders more often to account for increases in Product usage, but an
annual true-up order or update statement must still be submitted during the annual order
period.
EA2015EnrGov(US)SLG(ENG)(Aug2015) Page 4 of 10
Document X20-12057 Item #4 October 25, 2016 Page 15 of 48
(vii)Late true-up order. If the true-up order or update statement is not received when due:
1) Microsoft will invoice Reseller for all Reserved Licenses not previously ordered and
2) Subscription License reductions cannot be reported until the following Enrollment
anniversary date (or at Enrollment renewal, as applicable).
h. Step-up Licenses. For Licenses eligible for a step-up under this Enrollment, Enrolled Affiliate
may step-up to a higher edition or suite as follows:
(i) For step-up Licenses included on an initial order, Enrolled Affiliate may order according to
the true-up process.
(ii) If step-up Licenses are not included on an initial order, Enrolled Affiliate may step-up
initially by following the process described in the Section titled "Adding new Products not
previously ordered," then for additional step-up Licenses, by following the true-up order
process.
i. Clerical errors. Microsoft may correct clerical errors in this Enrollment, and any documents
submitted with or under this Enrollment, by providing notice by email and a reasonable
opportunity for Enrolled Affiliate to object to the correction. Clerical errors include minor
mistakes, unintentional additions and omissions. This provision does not apply to material
terms, such as the identity, quantity or price of a Product ordered.
j. Verifying compliance. Microsoft may, in its discretion and at its expense, verify compliance
with this Enrollment as set forth in the Enterprise Agreement.
3. Pricing.
a. Price Levels. For both the initial and any renewal term Enrolled Affiliate's Price Level for all
Products ordered under this Enrollment will be Level "D" throughout the term of the Enrollment.
b. Setting Prices. Enrolled Affiliate's prices for each Product or Service will be established by its
Reseller. As long as Enrolled Affiliate continues to qualify for the same price level, Microsoft's
prices for Resellers for each Product or Service will be fixed throughout the applicable initial or
renewal Enrollment term. Price levels and Microsoft's prices to Resellers are reestablished at
the beginning of the renewal term. However, if Enrolled Affiliate qualifies for a different price
level during the applicable initial or renewal term, Microsoft may at its discretion establish a
new price level for future new orders either upon Enrolled Affiliate's request or on its own
initiative. Any changes will be based upon price level rules in the Product Selection Form.
4. Payment terms.
For the initial or renewal order, Enrolled Affiliate may pay upfront or elect to spread its payments over the
applicable Enrollment term. If an upfront payment is elected, Microsoft will invoice Enrolled Affiliate's
Reseller in full upon acceptance of this Enrollment. If spread payments are elected, unless indicated
otherwise, Microsoft will invoice Enrolled Affiliate's Reseller in three equal annual installments. The first
installment will be invoiced upon Microsoft's acceptance of this Enrollment and on each Enrollment
anniversary date. Subsequent orders are invoiced upon acceptance of the order and Enrolled Affiliate may
elect to pay annually or upfront for Online Services and upfront for all other Licenses.
5. End of Enrollment term and termination.
a. General. At the Expiration Date, Enrolled Affiliate must immediately order and pay for Licenses
for Products it has used but has not previously submitted an order, except as otherwise
provided in this Enrollment.
b. Renewal Option. At the Expiration Date of the initial term, Enrolled Affiliate can renew
Products by renewing the Enrollment for one additional 36 full calendar month term or signing
EA2015EnrGov(US)SLG(ENG)(Aug2015) Page 5 of 10
Document X20-12057 Item #4 October 25, 2016 Page 16 of 48
a new Enrollment. Microsoft must receive a Renewal Form, Product Selection Form, and
renewal order prior to or at the Expiration Date. The renewal term will start on the day following
the Expiration Date. Microsoft will not unreasonably reject any renewal. Microsoft may make
changes to this program that will make it necessary for Customer and its Enrolled Affiliates to
enter into new agreements and Enrollments at renewal.
c. If Enrolled Affiliate elects not to renew.
(i) Software Assurance. If Enrolled Affiliate elects not to renew Software Assurance for any
Product under its Enrollment, then Enrolled Affiliate will not be permitted to order Software
Assurance later without first acquiring a new License with Software Assurance.
(ii) Online Services eligible for an Extended Term. For Online Services identified as eligible
for an Extended Term in the Product Terms, the following options are available at the end
of the Enrollment initial or renewal term.
1) Extended Term. Licenses for Online Services will automatically expire in accordance
with the terms of the Enrollment. An extended term feature that allows Online Services
to continue month-to-month ("Extended Term") is available. During the Extended
Term, Online Services will be invoiced monthly at the then-current published price for
Enrolled Affiliate's price level as of the Expiration Date plus a 3% administrative fee for
up to one year. If Enrolled Affiliate does want an Extended Term, Reseller must submit
a request to Microsoft. Microsoft must receive the request not less than 30 days prior
to the Expiration Date.
2) Cancellation during Extended Term. If Enrolled Affiliate has opted for the Extended
Term and later determines not to continue with the Extended Term, Reseller must
submit a notice of cancellation for each Online Service. Cancellation will be effective
at the end of the month following 30 days after Microsoft has received the notice.
(iii) Subscription Licenses and Online Services not eligible for an Extended Term. If
Enrolled Affiliate elects not to renew, the Licenses will be cancelled and will terminate as
of the Expiration Date. Any associated media must be uninstalled and destroyed and
Enrolled Affiliate's Enterprise must discontinue use. Microsoft may request written
certification to verify compliance.
d. Termination for cause. Any termination for cause of this Enrollment will be subject to the
"Termination for cause" section of the Agreement. In addition, it shall be a breach of this
Enrollment if Enrolled Affiliate or any Affiliate in the Enterprise that uses Government
Community Cloud Services fails to meet and maintain the conditions of membership in the
definition of Community.
e. Early termination. Any Early termination of this Enrollment will be subject to the "Early
Termination" Section of the Enterprise Agreement.
For Subscription Licenses, in the event of a breach by Microsoft, or if Microsoft terminates an
Online Service for regulatory reasons, Microsoft will issue Reseller a credit for any amount paid
in advance for the period after termination.
6. Government Community Cloud.
a. Community requirements. If Enrolled Affiliate purchases Government Community
Cloud Services, Enrolled Affiliate certifies that it is a member of the Community and
agrees to use Government Community Cloud Services solely in its capacity as a
member of the Community and, for eligible Government Community Cloud Services,
for the benefit of end users that are members of the Community. Use of Government
Community Cloud Services by an entity that is not a member of the Community or to
provide services to non-Community members is strictly prohibited and could result in
termination of Enrolled Affiliate's license(s) for Government Community Cloud
Services without notice. Enrolled Affiliate acknowledges that only Community
EA2015EnrGov(US)SLG(ENG)(Aug2015) Page 6 of 10
Document X20-12057 Item #4 October 25, 2016 Page 17 of 48
members may use Government Community Cloud Services.
b. All terms and conditions applicable to non-Government Community Cloud Services
also apply to their corresponding Government Community Cloud Services, except as
otherwise noted in the Use Rights, Product Terms, and this Enrollment.
c. Enrolled Affiliate may not deploy or use Government Community Cloud Services and
corresponding non-Government Community Cloud Services in the same domain.
d. Use Rights for Government Community Cloud Services. For Government
Community Cloud Services, notwithstanding anything to the contrary in the Use
Rights:
(i) Government Community Cloud Services will be offered only within the United
States.
(ii) Additional European Terms, as set forth in the Use Rights, will not apply.
(iii) References to geographic areas in the Use Rights with respect to the location of
Customer Data at rest, as set forth in the Use Rights, refer only to the United
States.
EA2015EnrGov(US)SLG(ENG)(Aug2015) Page 7 of 10
Document XZ0-12057 Item #4 October 25, 2016 Page 18 of 48
Enrollment Details
1. Enrolled Affiliate's Enterprise.
a. Identify which Agency Affiliates are included in the Enterprise. (Required) Enrolled Affiliate's
Enterprise must consist of entire offices, bureaus, agencies, departments or other entities of
Enrolled Affiliate, not partial offices, bureaus, agencies, or departments, or other partial entities.
Check only one box in this section. If no boxes are checked, Microsoft will deem the Enterprise
to include the Enrolled Affiliate only. If more than one box is checked, Microsoft will deem the
Enterprise to include the largest number of Affiliates:
~ Enrolled Affiliate only
D Enrolled Affiliate and all Affiliates
D Enrolled Affiliate and the following Affiliate(s) (Only identify specific affiliates to be included
if fewer than all Affiliates are to be included in the Enterprise):
D Enrolled Affiliate and all Affiliates, with following Affiliate(s) excluded:
b. Please indicate whether the Enrolled Affiliate's Enterprise will include all new Affiliates acquired
after the start of this Enrollment: Exclude future Affiliates
2. Contact information.
Each party will notify the other in writing if any of the information in the following contact information page(s)
changes. The asterisks (*) indicate required fields. By providing contact information, Enrolled Affiliate
consents to its use for purposes of administering this Enrollment by Microsoft, its Affiliates, and other parties
that help administer this Enrollment. The personal information provided in connection with this Enrollment
will be used and protected in accordance with the privacy statement available at
https://www.microsoft.com/licensing/servicecenter.
a. Primary contact. This contact is the primary contact for the Enrollment from within Enrolled
Affiliate's Enterprise. This contact is also an Online Administrator for the Volume Licensing
Service Center and may grant online access to others. The primary contact will be the default
contact for all purposes unless separate contacts are identified for specific purposes
Name of entity (must be legal entity name)* City of Carlsbad
Contact name* First Lisa Last Vante
Contact email address* Lisa.Vante@carlsbadca.gov
Street address* 1635 Faraday Ave.
City* Carlsbad
State/Province* CA
Postal code* 92008-7314-
(For U.S. addresses, please provide the zip+ 4, e.g. xxxxx-xxxx)
Country* United States
Phone* 760-602-2792
Tax ID
* indicates required fields
b. Notices contact and Online Administrator. This contact (1) receives the contractual notices,
(2) is the Online Administrator for the Volume Licensing Service Center and may grant online
access to others, and (3) is authorized for applicable Online Services to add or reassign
Licenses and step-up prior to a true-up order.
EA2015EnrGov(US)SLG(ENG)(Aug2015) Page 8 of 10
Document X20-12057 Item #4 October 25, 2016 Page 19 of 48
~
0 ....
0
~ Same as primary contact (default if no information is provided below, even if the box is not
checked).
Contact name* First Lisa Last Vante
Contact email address* Lisa.Vante@carlsbadca.gov
Street address* 1635 Faraday Ave.
City* Carlsbad
State/Province* CA
Postal code* 92008-7314-
(For U.S. addresses, please provide the zip+ 4, e.g. xxxxx-xxxx)
Country* United States
Phone* 760-602-2792
Language preference. Choose the language for notices. English
D This contact is a third party (not the Enrolled Affiliate). Warning: This contact receives
personally identifiable information of the Customer and its Affiliates.
*indicates required fields
c. Online Services Manager. This contact is authorized to manage the Online Services ordered
under the Enrollment and (for applicable Online Services) to add or reassign Licenses and
step-up prior to a true-up order.
0 Same as notices contact and Online Administrator (default if no information is provided
below, even if box is not checked)
Contact name*: First Lisa Last Vante
Contact email address* Lisa.Vante@carlsbadca.gov
Phone* 760-602-2792
D This contact is from a third party organization (not the entity). Warning: This contact
receives personally identifiable information of the entity.
*indicates required fields
d. Reseller information. Reseller contact for this Enrollment is:
Reseller company name* SoftwareONE, Inc.
Street address (PO boxes will not be accepted)* 20875 Crossroads Circle, Suite 1
City* Waukesha
State/Province* WI
Postal code* 53186-4093
Country* United States
Contact name* MS* Admin
Phone* 262-317-5555
Contact email address* ms-admin.us@softwareone.com
*indicates required fields
By signing below, the Reseller identified above confirms that all information provided in this
Enrollment is correct.
Changing a Reseller. If Microsoft or the Reseller chooses to discontinue doing business with
each other, Enrolled Affiliate must choose a replacement Reseller. If Enrolled Affiliate or the
Reseller intends to terminate their relationship, the initiating party must notify Microsoft and the
EA2015EnrGov(US)SLG(ENG)(Aug2015) Page 9 of 10
Document X20-12057 Item #4 October 25, 2016 Page 20 of 48
other party using a form provided by Microsoft at least 90 days prior to the date on which the
change is to take effect.
e. If Enrolled Affiliate requires a separate contact for any of the following, attach the Supplemental
Contact Information form. Otherwise, the notices contact and Online Administrator remains
the default.
(i) Additional notices contact
(ii) Software Assurance manager
(iii) Subscriptions manager
(iv) Customer Support Manager (CSM) contact
3. Financing elections.
Is a purchase under this Enrollment being financed through MS Financing? D Yes, Qg No.
If a purchase under this Enrollment is financed through MS Financing, and Enrolled Affiliate chooses not to
finance any associated taxes, it must pay these taxes directly to Microsoft.
EA2015EnrGov(US)SLG(ENG)(Aug2015) Page 10 of 10
Document X20-12057 Item #4 October 25, 2016 Page 21 of 48
I I Microsoft Volume Licensing
Previous Enro ll ment(s)/Agreement(s) Form
Entity Name: City of Carlsbad
Contract that this form is attached to: State Local Government
For the purposes of this form, "entity" can mean the signing entity, Customer, Enrolled Affiliate,
Government Partner, Institution, or other party entering into a volume licensing program agreement.
Please provide a description of the previous Enrollment(s), Agreement(s), Purchasing Account(s),
and/or Affiliate Registration(s) being renewed or consolidated into the new contract identified above.
a. Entity may select below any previous contract(s) from which to transfer MSDN subscribers
to this new contract. Entity shall ensure that each MSDN subscriber transferred is either
properly licensed under the new contract or is removed.
b. Entity may select below only one previous contract from which to transfer the Software
Assurance (SA) Benefit contact details, i.e., benefits contact (not the SA manager) and the
program codes, to this new contract.
c. An Open License cannot be used to transfer either the SA Benefit details or MSDN
subscribers.
d. The date of the earliest expiring Enrollment/Agreement that contains SA or Online Services
will be the effective date of the new contract (or SA coverage period for Select Plus).
e. Please insert the number of the earliest expiring Enrollment/Agreement with SA or Online
Services in the appropriate fields of the new contract.
Enrollment/Agreement/ Enrol(ment/Agreeme~~ Purchasing Account/Affiliate Transfer_ Transfer
Purchasing Account/Aff1hate R . t f P bl" C t SA Benefit MSDN
Registration Description egis ra ioNn ub ic us omer Contact Subscribers um er
PrevEnrAgrForm(WW)(ENG)(Apr2016) Page 1 of 1 Item #4 October 25, 2016 Page 22 of 48
Enterprise Enrollment Product Selection Form Microsoft I Volume Licensing
Proposal ID Enrollment Number
0532122.001
Language: English (United States)
Enrolled Affiliate's Enterprise Products and Enterprise Online Services summary for the initial order:
Profile Qualified Qualified Users Device I User Enterprise Product Platform Devices Ratio
Enterprise 794 1,250 0.6 Yes
Products Enterprise Quantity
Office 365 Plans
Office 365 Plan E3 USL
Client Access License (CAL)
Enterprise CAL
Bridge for Office 365
ECAL Bridge for Office 365 From SA
Windows Desktop
Windows Enterprise OS Upgrade
Enrolled Affiliate's Product Quantities:
Price Group 1 2 3
Enterprise Products Office Professional Plus + Client Access License + Client Access
Office 365 ProPlus + Office Office 365 (Plans E1, E3, License+ Windows
365 (Plans E3, E4 and E5) + E4 and E5) + Enterprise lntune + EMS USL +
Enterprise Cloud Suite USL Cloud Suite USL Enterprise Cloud
Suite USL
Quantity 1250 1250 0
Enrolled Affiliate's Price Level:
Product Offering I Pool
Enterprise Products and Enterprise Online Services USLs: Unless otherwise indicated in associated contract
documents, Price level set using the highest quantity from Groups 1 through 4.
Additional Product Application Pool: Unless otherwise indicated in associated contract documents, Price level
set using quantity from Group 1.
Additional Product Server Pool: Unless otherwise indicated in associated contract documents, Price level set
using the highest quantity from Group 2 or 3.
Additional Product Systems Pool: Unless otherwise indicated in associated contract documents, Price level set
using quantity from Group 4.
EA-EASProdSelForm(WI/V)(ENG)
CAL Licensing
Model
User Licenses
1,250
20
1,230
794
4
Win E3 + Win E5 +
Win VOA+
Enterprise Cloud
Suite USL
794
Price Level
D
D
D
D
Page 1 of2
MS Quote
Item #4 October 25, 2016 Page 23 of 48
Enterprise Enrollment Product Selection Form Microsoft I Volume Licensing
NOTES
Unless otherwise indicated in the associated contract documents, the price level for each Product offering I pool is set as described
above, based upon the quantity to price level mapping below:
Quantity of Licenses and Software Assurance Price Level
2,399 and below A
2,400 to 5,999 B
6,000 to 14,999 C
15,000 and above D
Note 1: Enterprise Online Services may not be available in all locations. Please see the Product List for a list of locations where these
may be purchased.
Note 2: Unless otherwise indicated in associated Agreement documents, the CAL selection must be the same across the Enterprise for
each Profile.
Note 3: Enrolled Affiliate acknowledges that in order to use a third party to reimage the Windows Operating System Upgrade,Enrolled
Affiliate must certify that it has acquired qualifying operating system licenses. The requirement applies to Windows Enterprise OS
Upgrade.See the Product List for details.
Note 4: Enrolled Affiliate acknowledges that in order to use a third party to reimage the Windows Operating System Upgrade, Enrolled
Affiliate must certify that it has acquired qualifying operating system licenses. See the Product List for details.
Note 5: If Enrolled Affiliate does not order an Enterprise Product or Enterprise Online Service associated with an applicable Product pool,
the price level for Additional Products in the same pool will be price level "A" throughout the term of the Enrollment. Refer to the Qualifying
Government Entity Addendum pricing provision for more details on price leveling.
Note 6: Bridge CAL, Office 365 Plan E3 Add Ons, EMS Add Ons, Windows Ent SA Per User Add Ons, and Enterprise Cloud Suite Add On
quantities are not included for Price Leveling, as License quantities are determined by the corresponding Enterprise Online Service(s).
EA-EASProdSelForm(VV\N)(ENG)
Page 2 of 2
MS Quote
Item #4 October 25, 2016 Page 24 of 48
•• •• Microsoft Volume Licensing
Program Signature Form
MBAIMBSA number 000-saandrew-1 09
Agreement number 01E73134
Note: Enter the applicable active numbers associated with the documents below. Microsoft
requires the associated active number be indicated here, or listed below as new.
'; . ' · .... ·.· .··. · .. , '· ·. . .. for ~ ~rpe•s Of .. 't.bis><f9rm, ·c~~~· can !p&an th\1 si~t"' e~ttltY, ·£~rGBed Afff~i~te· Go.vemment Partner,.· Institution, et other party entering Into '·a volume· dcensing· program
agreement.
This signature form and all contract documents identified in the table below are entered into between
th C t d th M' ft Affil' t f th ff f d t 'd ffi d b I • •
Contract Document Number or Code
Enterprise Enrollment (Indirect) X20-12057
Enterprise Amendment M390 (New)
Product Selection Form 0532122.001 PSF
By signing below, Customer and the Microsoft Affiliate agree that both parties (1) have received, read
and understand the above contract documents, including any websites or documents incorporated by
reference and any amendments and (2) agree to be bound by the terms of all such documents.
Customer
,)* City of Carlsbad
Signature* ----~~~~~~~~~----~--~~--------------------------
Printed First and Last Name cc_/ 1
Printed Title (Y)c~ Dr
Signature Date* j 0 ;2._ 5 /L(
TaxiD
*indicates required field
Signature
Printed First and Last Name
Printed Title
Signature Date
(date Microsoft Affiliate countersigns)
Agreement Effective Date
Microsoft Affiliate
Microsoft Corporation
(may be different than Microsoft's signature date)
ProgramSignForm(MSSign)(NA,LatAm)ExBRA,MLI(ENG)(Aug2014) Page 1 of 2
~
)>"tJ
• C/) )>
~-c: ~. §G) -. om -·c ~3: ~0 oZ 3(/) coO '<Z
Item #4 October 25, 2016 Page 25 of 48
Optional 2nd Customer signature or Outsourcer signature (if applicable)
Customer
Name of Entity (must be legal entity name)*
Signature*
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
Printed First and Last Name*
Printed Title
Signature Date*
* indicates required field
Outsourcer
Name of Entity (must be legal entity name)*
Signature*
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
Printed First and Last Name*
Printed Title
Signature Date*
* indicates required field
If Customer requires physical media, additional contacts, or is reporting multiple previous Enrollments,
include the appropriate form(s) with this signature form.
After this signature form is signed by the Customer, send it and the Contract Documents to
Customer's channel partner or Microsoft account manager, who must submit them to the following
address. When the signature form is fully executed by Microsoft, Customer will receive a confirmation
copy.
Microsoft Corporation
Dept. 551, Volume Licensing
6100 Neil Road, Suite 210
Reno, Nevada 89511-1137
USA
ProgramSignForm(MSSign)(NA,LatAm)ExBRA,MLl(ENG)(Aug2014) Page 2 of 2 Item #4 October 25, 2016 Page 26 of 48
1• Microsoft Volume Licensing
Amendment to Contract Documents
Enterprise Enrollment
Applicability of Per Processor License Terms
Amendment ID M390
Enrollment number I
Microsoft to complete ..._ _______ _.
000-saandrew-110
This amendment ("Amendment") is entered into between the parties identified on the attached program
signature form. It amends the Enrollment or Agreement identified above. All terms used but not defined
in this Amendment will have the same meanings provided in that Enrollment or Agreement.
Provided that the effective date of the initial or renewal term (as applicable) of the Enrollment is
between October 1, 2016 and January 1, 2017, the parties agree that the Enrollment is amended as
follows:
1. Definitions.
When used in this Amendment, the following defined terms apply:
"Eligible License" means a Server Product processor License with SA obtained by Enrolled Affiliate
• as of October 1, 2016, and any Server Product processor License with SA subsequently
obtained under the same agreement through a programmatic true-up; or
• in its initial order under the Enrollment or through a programmatic true-up during the first three
Enrollment anniversaries following the effective date.
"Server Product" means any of the following: Core Infrastructure Server Suite Standard or
Datacenter; System Center 2012 R2 Standard or Datacenter Server Management License; or
Windows Server 2012 R2 Standard or Datacenter.
2. Applicable License Terms. For any Eligible Licenses obtained after the effective date, the
applicable Product Terms and Use Rights for such Server Products will be as set forth in the
September 1, 2016 Product Terms.
3. End of term options.
a. License grants. Subject to the October 1, 2016 Product Terms, Enrolled Affiliate will receive
a grant of Full Core Licenses and Additional Core Licenses (as applicable) for its Eligible Licenses.
b. Licenses obtained outside of true-up. For Server Product Licenses obtained within three
years of the effective date but outside of a programmatic true-up, Enrolled Affiliate may acquire
Software Assurance for 16 core licenses per processor license upon expiration of the_ current term of
SA coverage.
This Amendment will terminate on the expiration or termination of the Enrollment. Except for changes
made by this Amendment, the Enrollment or Agreement identified above remains unchanged and in full
force and effect. If there is any conflict between any provision in this Amendment and any provision in
the Enrollment or Agreement identified above, this Amendment will control.
This form must be attached to a signature form to be valid .
Amendmen!App v3.5 M390 B
Page 1 of2
Item #4 October 25, 2016 Page 27 of 48
Microsoft Internal Use Onl :
EnrAmend ProcessorlicenseTerms ENG Oct2016
Amendmen!App v3.5
M390
M390 B
Page 2 of 2
B
Item #4 October 25, 2016 Page 28 of 48
Microsoft· I Volume Licensing
Supplemental Contact Information Form State and Local
This form can be used in combination with Agreement and Enrollment/Registration. However, a
separate form must be submitted for each Enrollment/Registration, when more than one is submitted
on a signature form. For the purposes of this form, "Entity" can mean the signing Entity, Customer,
Enrolled Affiliate, Government Partner, Institution, or other party entering into a Volume Licensing
program agreement. Primary and Notices contacts in this form will not apply to Enrollments or
Registrations.
This form applies to: ~ Enrollment/Affiliate Registration Form
Insert primary entity name if more than one Enrollment/Registration Form is
submitted
Contact information.
Each party will notify the other in writing if any of the information in the following contact information page(s)
changes. The asterisks (*) indicate required fields; if the Entity chooses to designate other contact types,
the same required fields must be completed for each section. By providing contact information, entity
consents to its use for purposes of administering the Enrollment by Microsoft and other parties that help
Microsoft administer this Enrollment. The personal information provided in connection with this agreement
will be used and protected according to the privacy statement available at https://licensing.microsoft.com .
1. Additional notices contact.
This contact receives all notices that are sent from Microsoft. No online access is granted to this individual.
Name of Entity*
Contact name*: First Last
Contact email*
Street address*
City* State* Postal code*
Country*
Phone* Fax
This contact is a third party (not the Entity). Warning: This contact receives personally identifiable
information of the Entity.
2. Software Assurance manager.
This contact will receive online permissions to manage the Software Assurance benefits under the
Enrollment or Registration.
Name of Entity*
Contact name*: First Last
Contact email*
Street address*
City* State* Postal code*
Country*
Phone* Fax
This contact is a third party (not the Entity). Warning: This contact receives personally identifiable
information of the Entity.
SupContactlnfoForm(US)SLG(ENG)(Oct2010) Page 1 of 3 Item #4 October 25, 2016 Page 29 of 48
3. Subscriptions manager.
This contact will assign MSDN, Expression, and TechNet Plus subscription licenses to the individual
subscribers under this Enrollment or Registration. Assignment of the subscription licenses is necessary for
access to any of the online benefits, such as subscription downloads. This contact will also manage any
complimentary or additional media purchases related to these subscriptions.
Name of Entity*
Contact name*: First Last
Contact email*
Street address*
City* State* Postal code*
Country*
Phone* Fax
This contact is a third party (not the Entity). Warning: This contact receives personally identifiable
information of the Entity.
4. Online Services manager.
This contact will be provided online permissions to manage the Online Services ordered under the
Enrollment or Registration.
Name of Entity* Carlsbad Police Department
Contact name*: First Maria Last Callander
Contact email* Maria.Callander@carlsbadca.gov
Street address* 1635 Faraday Ave.
City* Carlsbad State* CA Postal code* 92008-7314
Country* United States
Phone* 760-931 -2176 Fax
D This contact is a third party (not the Entity). Warning: This contact receives personally identifiable
information of the Entity.
5. Customer Support Manager (CSM):
This person is designated as the Customer Support Manager (CSM) for support-related activities.
Name of Entity*
Contact name*: First Last
Contact email*
Street address*
City* State* Postal code*
Country*
Phone* Fax
This contact is a third party (not the Entity). Warning: This contact receives personally identifiable
information of the Entity.
6. Primary contact information:
An individual from inside the organization must serve as the primary contact. This contact receives online
administrator permissions knd may grant online access to others. This contact also receives all notices
unless Microsoft is provided written notice of a change.
Name of Entity* Carlsbad Police Department
Contact name*: First Maria Last Callander
Contact email* Maria.Callander@carlsbadca.gov
Street address* 1635 Faraday Ave.
City* Carlsbad State* CA Postal code* 92008-7314
SupContactlnfoForm(US)SLG(ENG)(Oct2010) Page 2 of 3 Item #4 October 25, 2016 Page 30 of 48
Country*: United States
Phone* 760-931-2176 Fax
7. Notices contact and online administrator information:
This individual receives online administrator permissions and may grant online access to others. This
contact also receives all notices.
~ Same as primary contact
Name of Entity* Carlsbad Police Department
Contact name*: First Maria Last Callander
Contact email* Maria.Callander@carlsbadca.gov
Street address* 1635 Faraday Ave.
City* Carlsbad State* CA Postal code* 92008-7314
Country*: United States
Phone* 760-931-2176 Fax
D This contact is a third party (not the Entity). Warning: This contact receives personally identifiable
information of the Entity.
SupContactlnfoForm(US)SLG(ENG)(Oct2010) Page 3 of 3 Item #4 October 25, 2016 Page 31 of 48
1• Microsoft Volume Licensing
Ente rprise Enrollment State and Local
Enterprise Enrollment number
(Microsoft to complete) 88928701 Framework ID I
(if applicable} ._ _________ __,
Previous Enrollment number
(Reseller to complete) 7450511
This Enrollment must be attached to a signature form to be valid.
·~=~;:;('5 .. ~ :/. ,.:~
This Microsoft Enterprise Enrollment is entered into between the entities as ide~@ecl'"fq)~,e signature form
as of the effective date. Enrolled Affiliate represents and warrants it is the sahle{~ustome( or an Affiliate of
the Customer, that entered into the Enterprise Agreement identified on the progsanf signature form .
This Enrollment consists of: (1) these terms and conditions, (2) the terpil qf fhe Enterprise Agreement
identified on the signature form, (3) the Product Selection Form, (4) ariy s_upplemental contact information
form or Previous Agreement/Enrollment form that may be requirecl;:;;(5) any order submitted under this
Enrollment. This Enrollment may only be entered into und~r.a-20:11 'cir,Jater Enterprise Agreement. By
entering into this Enrollment, Enrolled Affiliate agrees to be· bqund:by · the terms and conditions of the
Enterprise Agreement. ct-,.. \;::;,:,// .,. '-'_.}
All terms used but not defined are located at http://www".micro~t':!ft.com/licensing/contracts. In the event of
any conflict the terms of this Agreement control. :\'. '".:::'.::/''
Effective date. If Enrolled Affiliate is renewing Softw~;e)\ssurance or Subscription Licenses from one or
more previous Enrollments or agreements, th·en the ~effective date will be the day after the first prior
Enrollment or agreement expires or terminat~s. Otherwise, the effective date will be the date this Enrollment
is accepted by Microsoft. Any referen.cedo "ifnniv~rsary date" refers to the anniversary of the effective date
each year this Enrollment is in effect.''..> ·· · ··
.. c"... ')
Term. The initial term of this En~9IIIT:!;7.nf lftlill expire on the last day of the month , 36 full calendar months
from the effective date of the initial t(:!rnh . If the Enrollment is renewed, the renewal term will expire 36 full
calendar months after the effect"ive q~t~ of the renewal term. Any reference in this Enrollment to "day" will
be a calendar day. ;, :·
Terms and Conditions ' -:._-;,-· ~';-...
. . ,
-·~~ /;'.°'i, ';-'•..: '.·_-::::
1. Definitions~
. -· ,:::.r/,: "-.;{:>.. '.[
Te(r$.s ·q~ed 'tJl,lt not defined in this Enrollment will have the definition in the Enterprise Agreement. The
following definitions are used in this Enrollment: -;.:.,--,
"Additiohal Product" means any Product identified as such in the Product Terms and chosen by Enrolled
Affiliate under this Enrollment.
"Community" means the community consisting of one or more of the following: (1) a Government, (2) an
Enrolled Affiliate using eligible Government Community Cloud Services to provide solutions to a
Government or a qualified member of the Community, or (3) a Customer with Customer Data that is subject
to Government regulations for which Customer determines and Microsoft agrees that the use of
Government Community Cloud Services is appropriate to meet Customer's regulatory requirements.
Membership in the Community is ultimately at Microsoft's discretion, which may vary by Government
Community Cloud Service.
EA2015EnrGov(US)SLG(ENG)(Aug2015) Page 1 of 10
Document X20-12057 Item #4 October 25, 2016 Page 32 of 48
"Enterprise Online Service" means any Online Service designated as an Enterprise Online Service in the
Product Terms and chosen by Enrolled Affiliate under this Enrollment. Enterprise Online Services are
treated as Online Services, except as noted.
"Enterprise Product" means any Desktop Platform Product that Microsoft designates as an Enterprise
Product in the Product Terms and chosen by Enrolled Affiliate under this Enrollment. Enterprise Products
must be licensed for all Qualified Devices and Qualified Users on an Enterprise-wide basis under this
program.
"Expiration Date" means the date upon which the Enrollment expires.
"Federal Agency" means a bureau, office, agency, department or other entity of the United States
Government.
"Government" means a Federal Agency, State/Local Entity, or Tribal Entity acting in its governmental
capacity.
"Government Community Cloud Services" means Microsoft Online Services that are provisioned in
Microsoft's multi-tenant data centers for exclusive use by or for the Community and offered in accordance
with the National Institute of Standards and Technology (NIST) Special Publication 800-145. Microsoft
Online Services that are Government Community Cloud Services are designated as such in the Use Rights
and Product Terms.
"Industry Device" (also known as line of business device) means any device that: (1) is not useable in its
deployed configuration as a general purpose personal computing device (such as a personal computer), a
multi-function server, or a commercially viable substitute for one of these systems; and (2) only employs an
industry or task-specific software program (e.g. a computer-aided design program used by an architect or
a point of sale program) ("Industry Program"). The device may include features and functions derived from
Microsoft software or third-party software. If the device performs desktop functions (such as email, word
processing, spreadsheets, database, network or Internet browsing, or scheduling, or personal finance),
then the desktop functions: (1) may only be used for the purpose of supporting the Industry Program
functionality; and (2) must be technically integrated with the Industry Program or employ technically
enforced policies or architecture to operate only when used with the Industry Program functionality.
"Managed Device" means any device on which any Affiliate in the Enterprise directly or indirectly controls
one or more operating system environments. Examples of Managed Devices can be found in the Product
Terms.
"Qualified Device" means any device that is used by or for the benefit of Enrolled Affiliate's Enterprise and
is: (1) a personal desktop computer, portable computer, workstation, or similar device capable of running
Windows Pro locally (in a physical or virtual operating system environment), or (2) a device used to access
a virtual desktop infrastructure ("VOi "). Qualified Devices do not include any device that is: (1) designated
as a server and not used as a personal computer, (2) an Industry Device, (3) not a Managed Device. At its
option, the Enrolled Affiliate may designate any device excluded above (e.g., Industry Device) that is used
by or for the benefit of the Enrolled Affiliate's Enterprise as a Qualified Device for all or a subset of Enterprise
Products or Online Services the Enrolled Affiliate has selected.
"Qualified User" means a person (e.g., employee, consultant, contingent staff) who: (1) is a user of a
Qualified Device, or (2) accesses any server software requiring an Enterprise Product Client Access
License or any Enterprise Online Service. It does not include a person who accesses server software or
an Online Service solely under a License identified in the Qualified User exemptions in the Product Terms.
"Reseller" means an entity authorized by Microsoft to resell Licenses under this program and engaged by
an Enrolled Affiliate to provide pre-and post-transaction assistance related to this agreement;
"Reserved License" means for an Online Service identified as eligible for true-ups in the Product Terms,
the License reserved by Enrolled Affiliate prior to use and for which Microsoft will make the Online Service
available for activation.
"State/Local Entity" means (1) any agency of a state or local government in the United States, or (2) any
United States county, borough, commonwealth, city, municipality, town, township, special purpose district,
EA2015EnrGov(US)SLG(ENG)(Aug2015) Page 2 of 10
Document X20-12057 Item #4 October 25, 2016 Page 33 of 48
or other similar type of governmental instrumentality established by the laws of Customer's state and
located within Customer's state's jurisdiction and geographic boundaries.
"Tribal Entity" means a federally-recognized tribal entity performing tribal governmental functions and
eligible for funding and services from the U.S. Department of Interior by virtue of its status as an Indian
tribe.
"Use Rights" means, with respect to any licensing program, the use rights or terms of service for each
Product and version published for that licensing program at the Volume Licensing Site. The Use Rights
supersede the terms of any end user license agreement (on-screen or otherwise) that accompanies a
Product. The Use Rights for Software are published by Microsoft in the Product Terms. The Use Rights for
Online Services are published in the Online Services Terms.
"Volume Licensing Site" means http://www.microsoft.com/licensing/contracts or a successor site.
2. Order requirements.
a. Minimum Order requirements. Enrolled Affiliate's Enterprise must have a minimum of 250
Qualified Users or Qualified Devices. The initial order must include at least 250 Licenses for
Enterprise Products or Enterprise Online Services.
(i) Enterprise Commitment. Enrolled Affiliate must order enough Licenses to cover all
Qualified Users or Qualified Devices, depending on the License Type, with one or more
Enterprise Products or a mix of Enterprise Products and the corresponding Enterprise
Online Services (as long as all Qualified Devices not covered by a License are only used
by users covered with a user License).
(ii) Enterprise Online Services only. If no Enterprise Product is ordered, , then Enrolled
Affiliate need only maintain at least 250 Subscription Licenses for Enterprise Online
Services.
b. Additional Products. Upon satisfying the minimum order requirements above, Enrolled
Affiliate may order Additional Products and Services.
c. Use Rights for Enterprise Products. For Enterprise Products, if a new Product version has
more restrictive use rights than the version that is current at the:start of the applicable initial or
renewal term of the Enrollment, those more restrictive use rights will not apply to Enrolled
Affiliate's use of that Product during that term.
d. Country of usage. Enrolled Affiliate must specify the countries where Licenses will be used
on its initial order and on any additional orders.
e. Resellers. Enrolled Affiliate must choose and maintain a Reseller authorized in the United
States. Enrolled Affiliate will acquire its Licenses through its chosen Reseller. Orders must be
submitted to the Reseller who will transmit the order to Microsoft. The Reseller and Enrolled
Affiliate determine pricing and payment terms as between them, and Microsoft will invoice the
Reseller based on those terms. Throughout this Agreement the term "price" refers to reference
price. Resellers and other third parties do not have authority to bind or impose any obligation
or liability on Microsoft.
f. Adding Products.
(i) Adding new Products not previously ordered. New Enterprise Products or Enterprise
Online Services may be added at any time by contacting a Microsoft Account Manager or
Reseller. New Additional Products, other than Online Services, may be used if an order is
placed in the month the Product is first used. For Additional Products that are Online
Services, an initial order for the Online Service is required prior to use.
(ii) Adding Licenses for previously ordered Products. Additional Licenses for previously
ordered Products other than Online Services may be added at any time but must be
included in the next true-up order. Additional Licenses for Online Services must be ordered
EA2015EnrGov(US)SLG(ENG)(Aug2015) Page 3 of 10
Document X20-12057 Item #4 October 25, 2016 Page 34 of 48
prior to use, unless the Online Services are (1) identified as eligible for true-up in the
Product Terms or (2) included as part of other Licenses.
g. True-up requirements. Enrolled Affiliate must submit an annual true-up order that accounts
for any changes since the initial order or last order. If there are no changes, then an update
statement must be submitted instead of a true-up order.
(i) Enterprise Products. For Enterprise Products, Enrolled Affiliate must determine the
number of Qualified Devices and Qualified Users (if ordering user-based Licenses) at the
time the true-up order is placed and must order additional Licenses for all Qualified Devices
and Qualified Users that are not already covered by existing Licenses, including any
Enterprise Online Services.
(ii) Additional Products. For Additional Products that have been previously ordered under
this Enrollment, Enrolled Affiliate must determine the maximum number of Additional
Products used since the latter of the initial order, the last true-up order, or the prior
anniversary date and submit a true-up order that accounts for any increase.
(iii) Online Services. For Online Services identified as eligible for true-up in the Product
Terms, Enrolled Affiliate may reserve the additional Licenses prior to use and payment may
be deferred until the next true-up order. Microsoft will provide a report of Reserved
Licenses in excess of existing orders to Enrolled Affiliate and its Reseller. Reserved
Licenses will be invoiced retroactively to the month in which they were reserved.
(iv) Subscription License reductions. Enrolled Affiliate may reduce the quantity of
Subscription Licenses at the Enrollment anniversary date on a prospective basis if
permitted in the Product Terms, as follows:
1) For Subscription Licenses that are part of an Enterprise-wide purchase, Licenses may
be reduced if the total quantity of Licenses and Software Assurance for an applicable
group meets or exceeds the quantity of Qualified Devices and Qualified Users (if
ordering user-based Licenses) identified on the Product Selection Form, and includes
any additional Qualified Devices and Qualified Users added in any prior true-up orders.
Step-up Licenses do not count towards this total count.
2) For Enterprise Online Services that are not a part of an Enterprise-wide purchase,
Licenses can be reduced as long as the initial order minimum requirements are
maintained.
3) For Additional Products available as Subscription Licenses, Enrolled Affiliate may
reduce the Licenses. If the License count is reduced to zero, then Enrolled Affiliate's
use of the applicable Subscription License will be cancelled.
Invoices will be adjusted to reflect any reductions in Subscription Licenses at the true-up
order Enrollment anniversary date and effective as of such date.
(v) Update statement. An update statement must be submitted instead of a true-up order if,
since the initial order or last true-up order, Enrolled Affiliate's Enterprise: (1) has not
changed the number of Qualified Devices and Qualified Users licensed with Enterprise
Products or Enterprise Online Services; and (2) has not increased its usage of Additional
Products. This update statement must be signed by Enrolled Affiliate's authorized
representative.
(vi) True-up order period. The true-up order or update statement must be received by
Microsoft between 60 and 30 days prior to each Enrollment anniversary date. The third-
year true-up order or update statement is due within 30 days prior to the Expiration Date,
and any license reservations within this 30 day period will not be accepted. Enrolled Affiliate
may submit true-up orders more often to account for increases in Product usage, but an
annual true-up order or update statement must still be submitted during the annual order
period.
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Document X20-12057 Item #4 October 25, 2016 Page 35 of 48
(vii)Late true-up order. If the true-up order or update statement is not received when due:
1) Microsoft will invoice Reseller for all Reserved Licenses not previously ordered and
2) Subscription License reductions cannot be reported until the following Enrollment
anniversary date (or at Enrollment renewal, as applicable).
h. Step-up Licenses. For Licenses eligible for a step-up under this Enrollment, Enrolled Affiliate
may step-up to a higher edition or suite as follows:
(i) For step-up Licenses included on an initial order, Enrolled Affiliate may order according to
the true-up process.
(ii) If step-up Licenses are not included on an initial order, Enrolled Affiliate may step-up
initially by following the process described in the Section titled "Adding new Products not
previously ordered," then for additional step-up Licenses, by following the true-up order
process.
i. Clerical errors. Microsoft may correct clerical errors in this Enrollment, and any documents
submitted with or under this Enrollment, by providing notice by email and a reasonable
opportunity for Enrolled Affiliate to object to the correction. Clerical errors include minor
mistakes, unintentional additions and omissions. This provision does not apply to material
terms, such as the identity, quantity or price of a Product ordered.
j. Verifying compliance. Microsoft may, in its discretion and at its expense, verify compliance
with this Enrollment as set forth in the Enterprise Agreement.
3. Pricing.
a. Price Levels. For both the initial and any renewal term Enrolled Affiliate's Price Level for all
Products ordered under this Enrollment will be Level "D" throughout the term of the Enrollment.
b. Setting Prices. Enrolled Affiliate's prices for each Product or Service will be established by its
Reseller. As long as Enrolled Affiliate continues to qualify for the same price level, Microsoft's
prices for Resellers for each Product or Service will be fixed throughout the applicable initial or
renewal Enrollment term. Price levels and Microsoft's prices to Resellers are reestablished at
the beginning of the renewal term. However, if Enrolled Affiliate qualifies for a different price
level during the applicable .initial or renewal term, Microsoft may at its discretion establish a
new price level for future new orders either upon Enrolled Affiliate's request or on its own
initiative. Any changes will be based upon price level rules in the Product Selection Form.
4. Payment terms.
For the initial or renewal order, Enrolled Affiliate may pay upfront or elect to spread its payments over the
applicable Enrollment term. If an upfront payment is elected, Microsoft will invoice Enrolled Affiliate's
Reseller in full upon acceptance of this Enrollment. If spread payments are elected, unless indicated
otherwise, Microsoft will invoice Enrolled Affiliate's Reseller in three equal annual installments. The first
installment will be invoiced upon Microsoft's acceptance of this Enrollment and on each Enrollment
anniversary date. Subsequent orders are invoiced upon acceptance of the order and Enrolled Affiliate may
elect to pay annually or upfront for Online Services and upfront for all other Licenses.
5. End of Enrollment term and termination.
a. General. At the Expiration Date, Enrolled Affiliate must immediately order and pay for Licenses
for Products it has used but has not previously submitted an order, except as otherwise
provided in this Enrollment.
b. Renewal Option. At the Expiration Date of the initial term, Enrolled Affiliate can renew
Products by renewing the Enrollment for one additional 36 full calendar month term or signing
EA2015EnrGov(US)SLG(ENG)(Aug2015) Page 5 of 10
Document X20-12057 Item #4 October 25, 2016 Page 36 of 48
a new Enrollment. Microsoft must receive a Renewal Form, Product Selection Form, and
renewal order prior to or at the Expiration Date. The renewal term will start on the day following
the Expiration Date. Microsoft will not unreasonably reject any renewal. Microsoft may make
changes to this program that will make it necessary for Customer and its Enrolled Affiliates to
enter into new agreements and Enrollments at renewal.
c. If Enrolled Affiliate elects not to renew.
(i) Software Assurance. If Enrolled Affiliate elects not to renew Software Assurance for any
Product under its Enrollment, then Enrolled Affiliate will not be permitted to order Software
Assurance later without first acquiring a new License with Software Assurance.
(ii) Online Services eligible for an Extended Term. For Online Services identified as eligible
for an Extended Term in the Product Terms, the following options are available at the end
of the Enrollment initial or renewal term.
1) Extended Term. Licenses for Online Services will automatically expire in accordance
with the terms of the Enrollment. An extended term feature that allows Online Services
to continue month-to-month ("Extended Term") is available. During the Extended
Term, Online Services will be invoiced monthly at the then-current published price for
Enrolled Affiliate's price level as of the Expiration Date plus a 3% administrative fee for
up to one year. If Enrolled Affiliate does want an Extended Term, Reseller must submit
a request to Microsoft. Microsoft must receive the request not less than 30 days prior
to the Expiration Date.
2) Cancellation during Extended Term. If Enrolled Affiliate has opted for the Extended
Term and later determines not to continue with the Extended Term, Reseller must
submit a notice of cancellation for each Online Service. Cancellation will be effective
at the end of the month following 30 days after Microsoft has received the notice.
(iii) Subscription Licenses and Online Services not eligible for an Extended Term. If
Enrolled Affiliate elects not to renew, the Licenses will be cancelled and will terminate as
of the Expiration Date. Any associated media must be uninstalled and destroyed and
Enrolled Affiliate's Enterprise must discontinue use. Microsoft may request written
certification to verify compliance.
d. Termination for cause. Any termination for cause of this Enrollment will be subject to the
"Termination for cause" section of the Agreement. In addition, it shall be a breach of this
Enrollment if Enrolled Affiliate or any Affiliate in the Enterprise that uses Government
Community Cloud Services fails to meet and maintain the conditions of membership in the
definition of Community.
e. Early termination. Any Early termination of this Enrollment will be subject to the "Early
Termination" Section of the Enterprise Agreement.
For Subscription Licenses, in the event of a breach by Microsoft, or if Microsoft terminates an
Online Service for regulatory reasons, Microsoft will issue Reseller a credit for any amount paid
in advance for the period after termination.
6. Government Community Cloud.
a. Community requirements. If Enrolled Affiliate purchases Government Community
Cloud Services, Enrolled Affiliate certifies that it is a member of the Community and
agrees to use Government Community Cloud Services solely in its capacity as a
member of the Community and, for eligible Government Community Cloud Services,
for the benefit of end users that are members of the Community. Use of Government
Community Cloud Services by an entity that is not a member of the Community or to
provide services to non-Community members is strictly prohibited and could result in
termination of Enrolled Affiliate's license(s) for Government Community Cloud
Services without notice. Enrolled Affiliate acknowledges that only Community
EA2015EnrGov(US)SLG(ENG)(Aug2015) Page 6 of 10
Document X20-12057 Item #4 October 25, 2016 Page 37 of 48
members may use Government Community Cloud Services.
b. All terms and conditions applicable to non-Government Community Cloud Services
also apply to their corresponding Government Community Cloud Services, except as
otherwise noted in the Use Rights, Product Terms, and this Enrollment.
c. Enrolled Affiliate may not deploy or use Government Community Cloud Services and
corresponding non-Government Community Cloud Services in the same domain.
d. Use Rights for Government Community Cloud Services. For Government
Community Cloud Services, notwithstanding anything to the contrary in the Use
Rights:
(i) Government Community Cloud Services will be offered only within the United
States.
(ii) Additional European Terms, as set forth in the Use Rights, will not apply.
(iii) References to geographic areas in the Use Rights with respect to the location of
Customer Data at rest, as set forth in the Use Rights, refer only to the United
States.
EA2015EnrGov(US)SLG(ENG)(Aug2015) Page 7 of 10
Document XZ0-12057 Item #4 October 25, 2016 Page 38 of 48
Enrollment Details
1. Enrolled Affiliate's Enterprise.
a. Identify which Agency Affiliates are included in the Enterprise. (Required) Enrolled Affiliate's
Enterprise must consist of entire offices, bureaus, agencies, departments or other entities of
Enrolled Affiliate, not partial offices, bureaus, agencies, or departments, or other partial entities.
Check only one box in this section. If no boxes are checked, Microsoft will deem the Enterprise
to include the Enrolled Affiliate only. If more than one box is checked, Microsoft will deem the
Enterprise to include the largest number of Affiliates:
~ Enrolled Affiliate only
D Enrolled Affiliate and all Affiliates
D Enrolled Affiliate and the following Affiliate(s) (Only identify specific affiliates to be included
if fewer than all Affiliates are to be included in the Enterprise):
D Enrolled Affiliate and all Affiliates, with following Affiliate(s) excluded:
b. Please indicate whether the Enrolled Affiliate's Enterprise will include all new Affiliates acquired
after the start of this Enrollment: Exclude future Affiliates
2. Contact information.
Each party will notify the other in writing if any of the information in the following contact information page(s)
changes. The asterisks (*) indicate required fields. By providing contact information, Enrolled Affiliate
consents to its use for purposes of administering this Enrollment by Microsoft, its Affiliates, and other parties
that help administer this Enrollment. The personal information provided in connection with this Enrollment
will be used and protected in accordance with the privacy statement available at
https://www.microsoft.com/licensinq/servicecenter.
a. Primary contact. This contact is the primary contact for the Enrollment from within Enrolled
Affiliate's Enterprise. This contact is also an Online Administrator for the Volume Licensing
Service Center and may grant online access to others. The primary contact will be the default
contact for all purposes unless separate contacts are identified for specific purposes
Name of entity (must be legal entity name)* Carlsbad Police Department
Contact name* First Maria Last Callander
Contact email address* Maria.Callander@carlsbadca.gov
Street address* 1635 Faraday Ave.
City* Carlsbad
State/Province* CA
Postal code* 92008-7314-
(For U.S . addresses, please provide the zip + 4, e.g. xxxxx-xxxx)
Country* United States
Phone* 760-931-2176
Tax ID
* indicates required fields
b. Notices contact and Online Administrator. This contact (1) receives the contractual notices,
(2) is the Online Administrator for the Volume Licensing Service Center and may grant on line
access to others, and (3) is authorized for applicable Online Services to add or reassign
Licenses and step-up prior to a true-up order.
EA2015EnrGov(US)SLG(ENG)(Aug2015) Page 8 of 1 O
Document X20-12057 Item #4 October 25, 2016 Page 39 of 48
~ Same as primary contact (default if no information is provided below, even if the box is not
checked).
Contact name* First Maria Last Callander
Contact email address* Maria.Callander@carlsbadca.gov
Street address* 1635 Faraday Ave.
City* Carlsbad
State/Province* CA
Postal code* 92008-7314-
(For U.S. addresses, please provide the zip+ 4, e.g. xxxxx-xxxx)
Country* United States
Phone* 760-931-2176
Language preference. Choose the language for notices. English
0 This contact is a third party (not the Enrolled Affiliate). Warning: This contact receives
personally identifiable information of the Customer and its Affiliates.
*indicates required fields
c. Online Services Manager. This contact is authorized to manage the Online Services ordered
under the Enrollment and (for applicable Online Services) to add or reassign Licenses and
step-up prior to a true-up order.
D Same as notices contact and Online Administrator (default if no information is provided
below, even if box is not checked)
Contact name*: First Maria Last Callander
Contact email address* Maria.Callander@carlsbadca.gov
Phone* 760-931-2176
0 This contact is from a third party organization (not the entity). Warning: This contact
receives personally identifiable information of the entity.
*indicates required fields
d. Reseller information. Reseller contact for this Enrollment is:
Reseller company name* SoftwareONE, Inc.
Street address (PO boxes will not be accepted)* 20875 Crossroads Circle, Suite 1
City* Waukesha
State/Province* WI
Postal code* 53186-4093
Country* United States
Contact name* MS* Admin
Phone* 262-317-5555
Contact email address* ms-admin.us@softwareone.com
*indicates required fields
By signing below, the Reseller identified above confirms that all information provided in this
Enrollment is correct.
Changing a Reseller. If Microsoft or the Reseller chooses to discontinue doing business with
each other, Enrolled Affiliate must choose a replacement Reseller. If Enrolled Affiliate or the
Reseller intends to terminate their relationship, the initiating party must notify Microsoft and the
EA2015EnrGov(US)SLG(ENG)(Aug2015) Page 9 of 10
Document X20-12057 Item #4 October 25, 2016 Page 40 of 48
other party using a form provided by Microsoft at least 90 days prior to the date on which the
change is to take effect.
e. If Enrolled Affiliate requires a separate contact for any of the following, attach the Supplemental
Contact Information form. Otherwise, the notices contact and Online Administrator remains
the default.
(i) Additional notices contact
(ii) Software Assurance manager
(iii) Subscriptions manager
(iv) Customer Support Manager (CSM) contact
3. Financing elections.
Is a purchase under this Enrollment being financed through MS Financing? D Yes, ~ No.
If a purchase under this Enrollment is financed through MS Financing, and Enrolled Affiliate chooses not to
finance any associated taxes, it must pay these taxes directly to Microsoft.
EA2015EnrGov(US)SLG(ENG)(Aug2015) Page 10 of 10
Document X20-12057 Item #4 October 25, 2016 Page 41 of 48
I I Microsoft Volume Licensing
Previous Enrollment(s )/Agreement(s) Form
Entity Name: Carlsbad Police Department
Contract that this form is attached to: State Local Government
For the purposes of this form, "entity" can mean the signing entity, Customer, Enrolled Affiliate,
Government Partner, Institution, or other party entering into a volume licensing program agreement.
Please provide a description of the previous Enrollment(s), Agreement(s), Purchasing Account(s),
and/or Affiliate Registration(s) being renewed or consolidated into the new contract identified above.
a. Entity may select below any previous contract(s) from which to transfer MSDN subscribers
to this new contract. Entity shall ensure that each MSDN subscriber transferred is either
properly licensed under the new contract or is removed .
b. Entity may select below only one previous contract from which to transfer the Software
Assurance (SA) Benefit contact details, i.e., benefits contact (not the SA manager) and the
program codes, to this new contract.
c. An Open License cannot be used to transfer either the SA Benefit details or MSDN
subscribers.
d. The date of the earliest expiring EnrollmenUAgreement that contains SA or Online Services
will be the effective date of the new contract (or SA coverage period for Select Plus).
e. Please insert the number of the earliest expiring EnrollmenUAgreement with SA or Online
Services in the appropriate fields of the new contract.
Enrollment/Agreement/
Enrol(ment/Agreeme~~ Purchasing Account/Affiliate Transfer_ Transfer
Purchasing Account/Aff1hate R . t f P bl" C t SA Benefit MSDN
Registration Description egis ra 10~u~b~~ us omer Contact Subscribers
PrevEnrAgrForm(WW)(ENG)(Apr2016) Page 1 of 1
Item #4 October 25, 2016 Page 42 of 48
Enterprise Enrollment Product Selection Form Microsoft I Volume Licensing
Proposal ID Enrollment Number
0520614.002
Language: English (United States)
Enrolled Affiliate's Enterprise Products and Enterprise Online Services summary for the initial order:
Profile Qualified Qualified Users Device I User Enterprise Product Platform Devices Ratio
Enterprise 210 230 0.9 Yes
Products Enterprise Quantity
Office 365 Plans
Office 365 Plan E3 USL
Client Access License (CAL)
Enterprise CAL
Bridge for Office 365
ECAL Bridge for Office 365 From SA
Windows Desktop
Windows Enterprise OS Upgrade
Enrolled Affiliate's Product Quantities:
Price Group 1 2 3
Enterprise Products Office Professional Plus + Client Access License + Client Access
Office 365 ProPlus + Office Office 365 (Plans E1, E3, License + Windows
365 (Plans E3, E4 and ES) + E4 and ES) + Enterprise lntune + EMS USL +
Enterprise Cloud Suite USL Cloud Suite USL Enterprise Cloud
Suite USL
Quantity 230 230 0
Enrolled Affiliate's Price Level:
Product Offering I Pool
Enterprise Products and Enterprise Online Services USLs: Unless otherwise indicated in associated contract
documents, Price level set using the highest quantity from Groups 1 through 4.
Additional Product Application Pool: Unless otherwise indicated in associated contract documents, Price level
set using quantity from Group 1.
Additional Product Server Pool: Unless otherwise indicated in associated contract documents, Price level set
using the highest quantity from Group 2 or 3.
Additional Product Systems Pool: Unless otherwise indicated in associated contract documents, Price level set
using quantity from Group 4.
EA-EASProdSelForm(\NW)(ENG)
CAL Licensing
Model
User Licenses
230
70
160
210
4 ,,
Win E3 + Win ES'+:
Win VOA+
Enterprise Cloud
Suite USL
210
Price Level
D
D
D
D
Page 1 of 2
MS Quote
Item #4 October 25, 2016 Page 43 of 48
Enterprise Enrollment Product Selection Form Microsoft I Volume Licensing
NOTES
Unless otherwise indicated in the associated contract documents, the price level for each Product offering I pool is set as described
above, based upon the quantity to price level mapping below:
Quantity of Licenses and Software Assurance Price Level
2,399 and below A
2,400 to 5,999 B
6,000 to 14,999 C
15,000 and above D
Note 1: Enterprise Online Services may not be available in all locations. Please see the Product List for a list of locations where these
may be purchased.
Note 2: Unless otherwise indicated in associated Agreement documents, the CAL selection must be the same across the Enterprise for
each Profile.
Note 3: Enrolled Affiliate acknowledges that in order to use a third party to reimage the Windows Operating System Upgrade, Enrolled
Affiliate must certify that it has acquired qualifying operating system licenses. The requirement applies to Windows Enterprise OS
Upgrade.See the Product List for details.
Note 4: Enrolled Affiliate acknowledges that in order to use a third party to reimage the Windows Operating System Upgrade, Enrolled
Affiliate must certify that it has acquired qualifying operating system licenses. See the Product List for details.
Not~ 5: If Enrolled Affiliate does not order an Enterprise Product or Enterprise Online Service associated with an applicable Product pool,
the price level for Additional Products in the same pool will be price level "A" throughout the term of the Enrollment. Refer to the Qualifying
Government Entity Addendum pricing provision for more details on price leveling.
Note 6: Bridge CAL, Office 365 Plan E3 Add Ons, EMS Add Ons, Windows Ent SA Per User Add Ons, and Enterprise Cloud Suite Add On
quantities are not included for Price Leveling, as License quantities are determined by the corresponding Enterprise Online Service(s).
EA-EASProdSelForm(WN)(ENG)
Page 2 of 2
MS Quote
Item #4 October 25, 2016 Page 44 of 48
Volume Licensing
Program Signature Form
MBA/MBSA number 000-saandrew-11 0
Agreement number 01E73134
Note: Enter the applicable active numbers associated with the documents below. Microsoft
requires the associated active number be indicated here, or listed below as new.
•· . . .· ... ~·· .... For the purpose~·.oftt'tis fqrrn. "Custom~. can ~t\ .• '"irtj ~tt~ ~nn)lfe(i j\ffiliate,
Government Partner, Institution, or other party entering into ·a .volume ltcensfng ····program
agreement.
This signature form and all contract documents identified in the table below are entered into between
the Customer and the Microsoft Affiliate si · as of the effective date identified below.
By signing below, Customer and the Microsoft Affiliate agree that both parties ( 1) have received, read
and understand the above contract documents, including any websites or documents incorporated by
reference and any amendments and (2) agree to be bound by the terms of all such documents.
)* Carlsbad Police Department
?' Signature* ----~~~~wy~~~~----------------------------------------
Printed First and Last Name*
Printed Title
Signature Date*
TaxiD
*indicates required field
Signature
Microsoft Affiliate
Microsoft Corporation
--------------------------------------------------------------
Printed First and Last Name
Printed Title
Signature Date
(date Microsoft Affiliate countersigns)
Agreement Effective Date
(may be different than Microsoft's signature date)
ProgramSig nF orm(MSSig n )(NA, LatAm )ExBRA, MLI(ENG)(Aug2014) Page 1 of 2
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"0
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Item #4 October 25, 2016 Page 45 of 48
Optional 2nd Customer signature or Outsourcer signature (if applicable)
Customer
Name of Entity (must be legal entity name)*
Signature*
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
Printed First and Last Name*
Printed Title
Signature Date*
* indicates required field
Outsourcer
Name of Entity (must be legal entity name)*
Signature*
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
Printed First and Last Name*
Printed Title
Signature Date*
* indicates required field
If Customer requires physical media, additional contacts, or is reporting multiple previous Enrollments,
include the appropriate form(s) with this signature form.
After this signature form is signed by the Customer, send it and the Contract Documents to
Customer's channel partner or Microsoft account manager, who must submit them to the following
address. When the signature form is fully executed by Microsoft, Customer will receive a confirmation
copy.
Microsoft Corporation
Dept. 551, Volume Licensing
6100 Neil Road, Suite 210
Reno, Nevada 89511-1137
USA
ProgramSignForm(MSSign)(NA,LatAm)ExBRA,MLl(ENG)(Aug2014) Page 2 of 2
Item #4 October 25, 2016 Page 46 of 48
1• Microsoft Volume Licensing
Enterprise
Sub 250 Program
Amendment ID W29
This amendment ("Amendment") is entered into between the parties identified on the attached program
signature form. It amends the Enrollment or Agreement identified above. All terms used but not defined
in this Amendment will have the same meanings provided in that Enrollment or Agreement.
The parties agree that the Enrollment is amended as follows: -':?~:.>.
,,....,;,:(~}?>.
1.
,•r ;,>
On the first page of the Enrollment, the following is added after the
second paragraph: ·=-==,·· ,:,
By entering into this Enrollment, the Enrolled Affiliate agrees that (1) it also has 2p~fof'n1()r,¢>bualified
Devices or Qualified Users; or (2) as a condition of entering into this EnrollrT]~ntwltti: .. 25;:249 Qualified
Devices or Qualified Users, Enrolled Affiliate has elected not to recei'.(e C[(Rorvrs>as part of the
Enrollment and therefore no CD ROMs will automatically be shipped. If Ei:m)lfl'ict1ffiliate is enrolling
with 25-249 Qualified Devices or Qualified Users and it would like to receiv:e:,Ct:t§OM Kits and updates,
Enrolled Affiliate may order these through its Reseller for a fee. =: ":~;, " ;-:~'.>·/> >'
The submission of this Amendment can only be placed against ,;i".:201 T;gnterprise Agreement or an
Enrollment that has the Updated EA Amendment terms an.d cgnd.iti6'r}~ applied. The submittal of this
Amendment may not be contingent on submittal of a new E'nt~fprTse,,Ag'reement.
<~: .. " ":;~~-:·<-~-,;~.'-?!_/':?
2. Section 2a of the Enrollment titlecl=:{..'Of de·~ Requirements", is
hereby amended and restatetlJQ>itil'ehtirety with the following:
a. Minimum Order Requirements.~ Enrolled,Affiliate's Enterprise must have a minimum of
25 Qualified Users or Qualified Devices.'
~. '~:/
(i) Initial Order. lnitiaj _~rc!,c~(1rfus{}pclude at least 25 Licenses from one of the four groups
outlined in the Product Selectioh2Form. t,.;~.;..,.:,. -,,,~z::,.., /
(ii) If choosing EnJ~rj)Jjsi··l;?roducts. If choosing Enterprise Products in a specific group
outlined in the ProBuqt.Selection Form, Enrolled Affiliate's initial order must include an
Enterprise"'.'JNfde s~JJiction of one or more Enterprise Products or a mix of Enterprise
Products a9g corresponding Enterprise Online Services for that group.
(iii) Ad~iti;ria1.:·=~fb~ucts. Upon satisfying the minimum order requirements above,
Enr'611ed AffiTiate may order Additional Products. <:: "-'".°;/,· /),
(iy)C6.1:1ntrY'of Usage. Enrolled Affiliate must specify the countries where Licenses will
··. be·u.~ed on its initial order and on any additional orders.
}:::~; . ff:.{~:~~~~,;~;.
'~--. :~~~:~~-
S<'i(tware Assurance renewal.
ReneWing Software Assurance: If Enrolled Affiliate will be renewing Products
Software Assurance coverage from a separate agreement, check this box.
By checking the above box, a new section is added to the Enrollment entitled "Software Assurance
addition."
Enrolled Affiliate is permitted to and will include in its initial order under this Enrollment Software
Assurance quantities from eligible Program's identified in the table below, even though Enrolled Affiliate
is not otherwise eligible to order such Software Assurance without simultaneously ordering a License.
Enrolled Affiliate agrees that any perpetual Licenses received through the New Software Assurance
shall supersede and replace the underlying Licenses, and the underlying Licenses are not to be
EAEnrAmend(Sub250)(1 nd)(ENG)(Apr2015) Sub 250 Enterprise Enrollment
W29
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Item #4 October 25, 2016 Page 47 of 48
transferred separately from any Licenses received through the New Software Assurance. Any remaining
payment obligations with respect to the underlying Licenses shall continue in effect.
Except for changes made by this Amendment, the Enrollment or Agreement identified above remains
unchanged and in full force and effect. If there is any conflict between any provision in this Amendment
and any provision in the Enrollment or Agreement identified above, this Amendment shall control.
This Amendment must be attached to a signature form to be valid.
EAEnrAmend(Sub250)(1nd)(ENG)(Apr2015) Sub 250 Enterprise Enrollment
W29
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Item #4 October 25, 2016 Page 48 of 48