Item 1.7 - Agmt. for Purchase of Microsoft Enterprise Agmt: Crayon Software Experts(FD
City of Poway
COUNCIL AGENDA REPORT
DATE: April 2, 2019
TO: Honorable Mayor and Members of the City Council
FROM: Donna Goldsmith, Director of Finance
CONTACT: Brad Rosen, Information Technology Manager
(858) 668-4452 or brosen(a)poway.om
APPROVED
IN
APPROVED AS AMENDED
❑
(SEE MINUTES)
DENIED
❑
REMOVED
❑
CONTINUED
RESOLUTION NO.
SUBJECT: Approval of Agreement between the City of Poway and Crayon
Software Experts LLC for the Purchase of a Microsoft Enterprise
Agreement
Summary:
It is the City's practice to purchase a Microsoft Enterprise Agreement (EA) to cover Microsoft
software licensing for all desktops, servers, applications and databases. In addition to providing
Microsoft Software Assurance, which includes all upgrades distributed by Microsoft, the EA
consolidates the City's software purchases at a reduced cost while streamlining the software
license management and accounting process.
The City's current three-year EA was entered into with PCM -G in 2016. The EA expires on April
30, 2019, and staff intends to purchase a new EA to provide the City with the most cost-effective
method for maintaining our current technology environment. Following a request -for -quotes
process, the City identified Crayon Software Experts LLC as the lowest quote. A new three-year
EA has been negotiated with Crayon Software Experts LLC, which is provided for the City
Council's consideration.
Recommended Action:
It is recommended that the City Council authorize the City Manager to execute an agreement with
Crayon Software Experts LLC for a three-year Microsoft EA.
Discussion:
As part of its technology procurement practices, the City's Information Technology (IT) Division
typically upgrades and deploys core software on a timescale that keeps software versions at, or
near, current commercial release versions. This practice is necessary to ensure core City software
is current with product feature and security -related improvements.
In 2016, the County of Riverside performed a competitive Request for Proposal (RFP) process
and awarded a contract for Microsoft licenses purchased through certain software vendors.
Under the terms of the RFP and resulting contract, the same pricing is offered to other government
agencies in the State of California under cooperative purchase agreements, through December
31, 2019. An analysis performed by the County of Riverside indicated the pricing offered under
their contract is the most competitive EA available to local government agencies. Approximately
380 government agencies have benefited from the pricing offered under the County of Riverside
contract, including the State of California.
1 of 21 April 2, 2019, Item #1.7
Approval of Agreement for Enterprise Agreement
April 2, 2019
Page 2
In 2007, the City entered into its first three-year EA with DELL, Inc., utilizing the prior County of
Riverside contract established in 2003 and renewed that agreement for three additional years in
2010. In 2013, the City entered into its second three-year agreement with Insight Direct USA, Inc.
and in 2016 entered into its current three-year agreement with PCM -G that expires on April 30,
2019.
The Finance Department recently sent out a request for quotes to the six software vendors
authorized to bid under the County of Riverside contract issued in 2016. Four vendors responded
to our request. Based upon a review of the quotes, the vendor response from Crayon Software
Experts LLC represented the lowest cost for a three-year EA that provides the City with all
required Microsoft licensing to support our desktops, servers, applications and databases.
The Crayon Software Experts LLC quote is attached to this report (Attachment A). At the end of
each contract year of the three-year agreement, the City must report to Microsoft any products
that need to be added to the EA. Microsoft identifies these license additions as true -up fees. Any
additional Microsoft licenses required by the City would be added under this EA at the prices
identified in this quote.
Based on the proposed monthly licensing model, the proposed three-year agreement with Crayon
Software Experts LLC (Attachment B) includes an annual cost of $90,619.48. Additional true -up
yearly costs would be determined at the end of each contract year based on any additional
licensing required due to the addition of staff or software applications requiring Microsoft licensing.
The total cost of the three-year agreement is $271,858.44.
Environmental Review:
This item is not subject to CEQA Review.
Fiscal Impact:
The total cost of the three-year contract is $271,858.44. The adopted FY 2018-19 Budget includes
$239,766 (115010-61222) for this purpose and an additional amount of $36,200 was approved at
midyear for a total available budget of $275,966. This agreement provides licensing through April
2022 and a new EA agreement will be necessary in FY 2022-23.
Public Notification:
None
Attachments:
A. Quote: Crayon Software Experts LLC
B. Microsoft Enterprise Agreement
2 of 21 April 2, 2019, Item #1.7
Approval of Agreement for Enterprise Agreement
April 2, 2019
Page 3
Reviewed/Approved By: Reviewed By: Approved By:
Wendy Kaserman Alan Fenstermacher Tina M. White
Assistant City Manager City Attorney City Manager
3 of 21 April 2, 2019, Item #1.7
ij
a
The Software Expert
Crayon
Quote Date: 3.15.19 Customer
City of Poway
Attn: Brad Rosen
Quoted by:
Crayon Software Experts LLC
12221 Merit Drive, Suite 800
Dallas, TX 75251
Greg Landry
Phone: 469-329-0290
greg.landryPcravon.com
Part Number
Description
Qty
Annual
Net Unit Price
Extended Amount
Pricing and Usage Year 1
Enterprise Products
AAA -12428
ECALBri geO365 ALNG SubsVL MVL P t rm PerUsr
42
$
35.79
$
1,503.18
AAA -12436
ECALBri geO365FromSA ALNG SubsVL MVL P t rm PerUsr
294
$
31.17
$
9,163.98
AAA -11894
O365GCCE3 5 r Svr ALNG SubsVL MVL PerUsr
56
$
189.78
$
10,627.68
AAA -11924
0365GCCE3 romSA 5 r Svr ALNG SubsVL MVL PerUsr
280
$
163.89
$
45,889.20
KV3-00353
WINENTperDVC ALNG SA MVL P t rm
303
$
38.04
$
11,526.12
Additional Products
P3U-00001
VisioOn772777r Svr ALNG SubsVL MVL PerUsr
3
$
123.00
$
369.00
9EM-00270
WlnSvrSTDCore ALNG SA MVL 21-ic CoreLic
72
$
18.20
-37-
1,310.40
9EA-00278
WInSvrDCCore ALNG SA MVL 21-ic CoreLic
48
$
113.56
$
5,450.88
7NQ-00292
SQLSvrStdCore ALNG SA MVL 2Lic CoreLic
8
$
528.89
$
4,231.12
7MS-00001
ProjOnln ProfGCC ShrdSvr ALNG SubsVL MVL PerUsr
1
$
249.12
$
249.12
MQM-00001
AzureActiveDrctryPremP1GCC ShrdSvr ALNG SubsVL MVL PerUsr
6
$
49.80
$
298.80
Year. 1Total
$
90,619.48
Part Number
Description
Qty
.Annual:
Net Unit Price
Extended Amount
Pricing and Usage Year 2
Enterprise Products
AAA -12428
ECALBn7geO365 ALNG SubsVL MVL PItfrrn PerUsr
42
$
35.79
$
1,503.18
AAA -12436
ECALBri geO365FromSA ALNG SubsVL MVL PItfrm PerUsr
294
$
31.17
$
9,163.98
AAA -11894
O365GCCE3ShrdSvr ALNG SubsVL MVL PerUsr
56
$
189.78
$
10,627.68
AAA -11924
0365GCCE3 romSA ShrdSvr ALNG SubsVL MVL PerUsr
280
$
163.89
$
45,889.20
KV3-00353
WINENTperDVC ALNG SA MVL Pt rm
303
$
38.04
$
11,526.12
Additional Products
P3U-00001
VisioOn nP2GCC ShrdSvr ALNG SubsVL MVL PerUsr
3
$
123.00
$
369.00
9EM-00270
WinSvrSTDCore ALNG SA MVL 2Lic CoreLic
72
$
18.20
$
1,310.40
g
iim
N
N
0
1
CD
B
1t
9EA-00278
WinSvrDCCore ALNG SA MVL Ric CoreLic
48
$ 113.56
$
5,450.88
7NQ-00292
SQLSvrStcICore ALNG SA MVL 2Lic CoreLic
8
$ 528.89
$
4,231.12
7MS-00001
ProjCminProfGCC ShrdSvr ALNG SubsVL MVL PerUsr
1
$ 249.12
$
249.12
MQM-00001
AzureActiveDrctryPremP1GCC ShrdSvr ALNG SubsVL MVL PerUsr
6
$ 49.80
$
298.80
Year 2Total
$
90,�
Part Number
Description
Qty
Annual Net Unit Price
Extended Amount
Pricing and Usage Year 3
Enterprise Products
AAA -12428
ECALBri geO365 ALNG SubsVL MVL P t rm PerUsr
42
$ 35.79
$
1,503.18
AAA -12436
ECALBri geO365FromSAALNG SubsVL MVL PItfrm PerUsr
294
$ 31.17
$
9,163.98
AAA -11894
O365GCCE3 S r Svr ALNG SubsVL MVL PerUsr
56
$ 189.78
$
10,627.68
AAA -11924
0365GCCE3 romSA ShrcISvr ALNG SubsVL MVL PerUsr
280
$ 163.89
$
45,889.20
7V3-00353
WINENTperDVC ALNG SA MVL Pt rm
303
$ 38.04
$
11,526.12
Additional Products
P3U-00001
Visio0n nP2GCC S r Svr ALNG SubsVL MVL PerUsr
3
$ 123.00
$
369.00
9EM-00270
WinSvrSTDCore ALNG SA MVL 2Lic CoreLic
72
$ 18.20
$
1,310.40
9EA-00278
WinSvrDCCore ALNG SA MVL 2Lic CoreLic
48
$ 113.56
$
5,450.88
7NQ-00292
SQLSvrStdCore ALNG SA MVL Ric CoreLic
8
$ 528.89
$
4,231.12
7MS-00001
ProjOnlnProfGCC ShrcISvr ALNG SubsVL MVL PerUsr
1
$ 249.12
$
249.12
MQM-00001
AzureActiveDrctryPremPiGCC ShrcISvr ALNG SubsVL MVL PerUsr
6
$ 49.80
$
298.80
Year 3 Total
$
90,619.48
Total Deal Value Years 1-3 $ 273,858.44
** Pricing Expires in 30 days from date of quote**
**All items included in this RFQ are new, unused, not refurbished, with original manufacturer warranty.**
Remit to Address:
Crayon Software Experts, LLC
Attn: Finance Manager
8111 LBJ Freeway, Suite 1000
Dallas, TX 75251
Phone: 469-329-0290
i nvoice. cus(&cravo n.co m
'I Microsoft
Program Signature Form
MBA/MBSA number
Agreement number 01E73970
Volume Licensing
Note: Enter the applicable active numbers associated with the documents below. Microsoft
requires the associated active number be indicated here, or listed below as new.
For the purposes of this form, "Customer" can mean the signing entity, Enrolled Affiliate,
Government Partner, Institution, or other party entering into a volume licensing program
agreement.
This signature form and all contract documents identified in the table below are entered into between
the Customer and the Microsoft Affiliate sicnino. as of the effective date identified below.
Enrollment
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.
Name of Entity (must be legal entity name)* City of Poway
Signature*
Printed First and Last Name*
Printed Title
Signature Date*
Tax ID
Microsoft Corporation
Signature
Printed First and Last Name
Printed Title
Signature Date
(date Microsoft Affiliate countersigns)
Agreement Effective Date
(may be different than Microsoft's signature date)
6p6, f2fSignForm(MSSign)(NA,LatAm)Exl3RA,MLL(FI At GMAT B April 2, 2019, Item #1.7
Optional 2n4 Customer signature or Outsourcer signature (if applicable)
Name of Entity (must be legal entity name)*
Signature*
Printed First and Last Name*
Printed Title
Signature Date*
Name of Entity (must be legal entity name)*
Signature*
Printed First and Last Name*
Printed Title
Signature Date*
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 59511-1137
USA
7P6cV2TSignFon(MSSign)(NA, LatAm)ExBRA,MLI (ENG)(Aug2014) April 2, 2019, Item #1.7
Microsoft
Enterprise Enrollment
Enterprise Enrollment number $0743000
(Microsoft to complete)
Previous Enrollment number 61471137
(Reseller to complete)
Volume Licensing
State and Local
Framework ID
(if applicable)
This Enrollment must be attached to a signature form to be valid.
This Microsoft Enterprise Enrollment is entered into between the entities as identified in the signature form
as of the effective date. Enrolled Affiliate represents and warrants it is the same Customer, or an Affiliate of
the Customer, that entered into the Enterprise Agreement identified on the program signature form.
This Enrollment consists of: (1) these terms and conditions, (2) the terms of the Enterprise Agreement
identified on the signature form, (3) the Product Selection Form, (4) the Product Terms, (6) the Online
Services Terms, (6) any Supplemental Contact Information Form, Previous Agreement/Enrollment form,
and other forms that may be required, and (7) any order submitted under this Enrollment. This Enrollment
may only be entered into under a 2011 or later Enterprise Agreement. By entering into this Enrollment,
Enrolled Affiliate agrees to be bound by the terms and conditions of the Enterprise Agreement.
All terms used but not defined are located at htto:/Avww.microsoft.com/licensing/contracts. In the event of
any conflict the terms of this Agreement control.
Effective date. If Enrolled Affiliate is renewing Software Assurance or Subscription Licenses from one or
more previous Enrollments or agreements, then the effective date will be the day after the first prior
Enrollment or agreement expires or terminates. If this Enrollment is renewed, the effective date of the
renewal term will be the day after the Expiration Date of the initial term. Otherwise, the effective date will
be the date this Enrollment is accepted by Microsoft. Any reference to "anniversary date" refers to the
anniversary of the effective date of the applicable initial or renewal term for each year this Enrollment is in
effect.
Term. The initial term of this Enrollment will expire on the last day of the month, 36 full calendar months
from the effective date of the initial term. The renewal term will expire 36 full calendar months after the
effective date of the renewal term.
Terms and Conditions
1. Definitions.
Terms used but not defined in this Enrollment will have the definition in the Enterprise Agreement. The
following definitions are used in this Enrollment:
"Additional Product" means any Product identified as such in the Product Terms and chosen by Enrolled
Affiliate under this Enrollment.
"Community" means the community consisting of one or more of the following: (1) a Government, (2) an
Enrolled Affiliate using eligible Government Community Cloud Services to provide solutions to a
Government or a qualified member of the Community, or (3) a Customerwith 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.
EA2016EnrGov(US)SLG(ENG)(Nov2016)
8 of 21 April 2, 2019, Item #1.7
Membership in the Community is ultimately at Microsoft's discretion, which may vary by Government
Community Cloud Service.
"Enterprise Online Service" means any Online Service designated as an Enterprise Online Service in the
Product Terms and chosen by Enrolled Affiliate under this Enrollment. Enterprise Online Services are
treated as Online Services, except as noted.
"Enterprise Product" means any Desktop Platform Product that Microsoft designates as an Enterprise
Product in the Product Terms and chosen by Enrolled Affiliate under this Enrollment. Enterprise Products
must be licensed for all Qualified Devices and Qualified Users on an Enterprise -wide basis under this
program.
"Expiration Date" means the date upon which the Enrollment expires.
"Federal Agency" means a bureau, office, agency, department or other entity of the United States
Government.
"Government" means a Federal Agency, State/Local Entity, or Tribal Entity acting in its governmental
capacity.
"Government Community Cloud Services" means Microsoft Online Services that are provisioned in
Microsoft's multi -tenant data centers for exclusive use by or for the Community and offered in accordance
with the National Institute of Standards and Technology (NIST)Special Publication 800-145. Microsoft
Online Services that are Government Community Cloud Services are designated as such in the Use Rights
and Product Terms.
"Industry Device" (also known as line of business device) means any device that: (1) is not useable in its
deployed configuration as a general purpose personal computing device (such as a personal computer), a
multi -function server, or a commercially viable substitute for one of these systems; and (2) only employs an
industry or task -specific software program (e.g. a comQuter-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 integratedwith the Industry Program or employ technically
enforced policies or architecture to operate only when used with the Industry Program functionality.
"Managed Device" means any device on which any Affiliate in the Enterprise directly or indirectly controls
one or more operating system environments. Examples of Managed Devices can be found in the Product
Terms.
"Qualified Device" means any device that is used by or for the benefit of Enrolled Affiliate's Enterprise and
is: (1) a personal desktop computer, portable computer, workstation, or similar device capable of running
Windows Pro locally (in a physical or virtual operating system environment), or (2) a device used to access
a virtual desktop infrastructure ("VDI"). Qualified Devices do not include any device that is: (1) designated
as a server and not used as a personal computer, (2) an Industry Device, or (3) not a Managed Device. At
its option, the Enrolled Affiliate may designate any device excluded above (e.g., Industry Device) that is
used by or for the benefit of the Enrolled Affiliate's Enterprise as a Qualified Device for all or a subset of
Enterprise Products or Online Services the Enrolled Affiliate has selected.
"Qualified User" means a person (e.g., employee, consultant, contingent staff) who: (1) is a user of a
Qualified Device, or (2) accesses any server software requiring an Enterprise Product Client Access
License or any Enterprise Online Service. It does not include a person who accesses server software or
an Online Service solely under a License identified in the Qualified User exemptions in the Product Terms.
"Reseller" means an entity authorized by Microsoft to resell Licenses under this program and engaged by
an Enrolled Affiliate to provide pre- and post -transaction assistance related to this agreement;
"Reserved License" means for an Online Service identified as eligible for true -ups in the Product Terms,
the License reserved by Enrolled Affiliate prior to use and for which Microsoft will make the Online Service
available for activation.
EA2016EnrGov(U S)S LG (E N G)(Nov2016)
9 of 21 April 2, 2019, Item #1.7
"State/Local Entity" means (1) any agency of a state or local government in the United States, or (2) any
United States county, borough, commonwealth, city, municipality, town, township, special purpose district,
or other similar type of governmental instrumentality established by the laws of Customer's state and
located within Customer's state's jurisdiction and geographic boundaries.
"Tribal Entity" means a federally -recognized tribal entity performing tribal governmental functions and
eligible for funding and services from the U.S. Department of Interior by virtue of its status as an Indian
tribe.
"Use Rights" means, with respect to any licensing program, the use rights or terms of service for each
Product and version published for that licensing program at the Volume Licensing Site. The Use Rights
supersede the terms of any end user license agreement (on-screen or otherwise) that accompanies a
Product. The Use Rights for Software are published by Microsoft in the Product Terms. The Use Rights for
Online Services are published in the Online Services Terms.
"Volume Licensing Site" means http://www.microsoft.com/licensing/contracts or a successor site.
2. Order requirements.
a. Minimum order requirements. Enrolled Affiliate's Enterprise must have a minimum of 250
Qualified Users or Qualified Devices. The initial order must include at least 250 Licenses for
Enterprise Products or Enterprise Online Services.
(i) Enterprise commitment. Enrolled Affiliate must order enough Licenses to cover all
Qualified Users or Qualified Devices, depending on the License Type, with one or more
Enterprise Products or a mix of Enterprise Products and the corresponding Enterprise
Online Services (as long as all Qualified Devices not covered by a License are only used
by users covered with a user License).
(ii) Enterprise Online Services only. If no Enterprise Product is ordered, then Enrolled
Affiliate need only maintain at least 250 Subscription Licenses for Enterprise Online
Services.
b. Additional Products. Upon satisfying the minimum order requirements above, Enrolled
Affiliate may order Additional Products.
c. Use Rights. for Enterprise Products.. For Enterprise Products, if a new Product version has
more restrictive use rights than the version that is current at the start of the applicable initial or
renewal term of the Enrollment, those more restrictive use rights will not apply to Enrolled
Affiliate's use of that Product during that term.
d. Country, of usage. Enrolled Affiliate must specify the countries where Licenses will be used
on its initial order and on any additional orders.
e. Resellers. Enrolled Affiliate must choose and maintain a Reseller authorized in the United
States. Enrolled Affiliate will acquire its Licenses through its chosen Reseller. Orders must be
submitted to the Reseller who will transmit the order to Microsoft. The Reseller and Enrolled
Affiliate determine pricing and payment terms as between them, and Microsoft will invoice the
Reseller based on those terms. Throughout this Agreement the term "price" refers to reference
price. Resellers and other third parties do not have authority to bind or impose any obligation
or liability on Microsoft.
f. Adding Products.
(i) Adding new Products not previously ordered. New Enterprise Products or Enterprise
Online Services may be added at any time by contacting a Microsoft Account Manager or
Reseller. New Additional Products, other than Online Services, may be used if an order is
placed in the month the Product is first used. For Additional Products that are Online
Services, an initial order for the Online Service is required prior to use.
EA2016EnrGov(US) SLG(E NG) (Nov2016)
10 of 21 April 2, 2019, Item #1.7
(ii) Adding Licenses for previously ordered Products. Additional Licenses for previously
ordered Products other than Online Services may be added at any time but must be
included in the next true -up order. Additional Licenses for Online Services must be ordered
prior to use, unless the Online Services are (1) identified as eligible for true -up in the
Product Terms or (2) included as part of other Licenses.
g. True -up requirements. Enrolled Affiliate must submit an annual true -up order that accounts
for any changes since the initial order or last order. If there are no changes, then an update
statement must be submitted instead of a true -up order.
(i) Enterprise Products. For Enterprise Products, Enrolled Affiliate must determine the
number of Qualified Devices and Qualified Users (if ordering user -based Licenses) at the
time the true -up order is placed and must order additional Licenses for all Qualified Devices
and Qualified Users that are not already covered by existing Licenses, including any
Enterprise Online Services.
(ii) Additional Products. For Additional Products that have been previously ordered under
this Enrollment, Enrolled Affiliate must determine the maximumnumberof Additional
Products used since the latter of the initial order, the last true -up order, or the prior
anniversary date and submit a true -up order that accounts for any increase.
(iii) Online Services. For Online Services identified as eligible for true -up in the Product
Terms, Enrolled Affiliate may place a reservation order for the additional Licenses prior to
use and payment may be deferred until the next true -up order. Microsoft will provide a
report of Reserved Licenses ordered but not yet invoiced to Enrolled Affiliate and its
Reseller. Reserved Licenses will be invoiced retroactively to the month in which they were
ordered.
(iv) Subscription License reductions. Enrolled Affiliate may reduce the quantity of
Subscription Licenses at the Enrollment anniversary date on a prospective basis if
permitted in the Product Terms, as follows:
1) For Subscription Licenses that are part of an Enterprise -wide purchase, Licenses may
be reduced if the total quantity of Licenses and Software Assurance for an applicable
group meets or exceeds the quantity of Qualified Devices and Qualified Users (if
ordering user -based Licenses) identified on the Product Selection Form, and includes
any additional Qualified Devices and Qualified Users added in any prior true -up orders.
Step-up Licenses do not count towards this total count.
2) For Enterprise Online Services that are not a part of an Enterprise -wide purchase,
Licenses can be reduced as long as the initial order minimum requirements are
maintained.
3) For Additional Products available as Subscription Licenses, Enrolled Affiliate may
reduce the Licenses. If the License count is reduced to zero, then Enrolled Affiliate's
use of the applicable Subscription License will be cancelled.
Invoices will be adjusted to reflect any reductions in Subscription Licenses at the true -up
order Enrollment anniversary date and effective as of such date.
(v) Update statement. An update statement must be submitted instead of a true -up order if,
since the initial order or last true -up order, Enrolled Affiliate's Enterprise: (1) has not
changed the number of Qualified Devices and Qualified Users licensed with Enterprise
Products or Enterprise Online Services; and (2) has not increased its usage of Additional
Products. This update statement must be signed by Enrolled Affiliate's authorized
representative.
(vi) True -up order period. The true -up order or update statement must be received by
Microsoft between 60 and 30 days prior to each Enrollment anniversary date. The third -
year true -up order or update statement is due within 30 days prior to the Expiration Date,
and any license reservations within this 30 day period will not be accepted. Enrolled Affiliate
EA2016EnrGov(US)SLG(ENG)(Nov2016)
11 of 21 April 2, 2019, Item #1.7
may submit true -up orders more often to account for increases in Product usage, but an
annual true -up order or update statement must still be submitted during the annual order
period.
(vii)Late true -up order. If the true -up order or update statement is not received when due,
Microsoft will invoice Reseller for all Reserved Licenses not previously invoiced and
Subscription License reductions cannot be reported until the following Enrollment
anniversary date (or at Enrollment renewal, as applicable).
h. Step-up Licenses. For Licenses eligible for a step-up under this Enrollment, Enrolled Affiliate
may step-up to a higher edition or suite as follows:
(i) For step-up Licenses included on an initial order, Enrolled Affiliate may order according to
the true -up process.
(ii) If step-up Licenses are not included on an initial order, Enrolled Affiliate may step-up
initially by following the process described in the Section titled "Adding new Products not
previously ordered," then for additional step-up Licenses, by following the true -up order
process.
i. Clerical errors. Microsoft may correct clerical errors in this Enrollment, and any documents
submitted with or under this Enrollment, by providing notice by email and a reasonable
opportunity for Enrolled Affiliate to object to the correction. Clerical errors include minor
mistakes, unintentional additions and omissions. This provision does not apply to material
terms, such as the identity, quantity or price of a Product ordered.
j. Verifying compliance. Microsoft may, in its discretion and at its expense, verify compliance
with this Enrollment as set forth in the Enterprise Agreement.
3. Pricing.
a. Price Levels. For both the initial and any renewal term Enrolled Affiliate's Price Level for all
Products ordered under this Enrollment will be Level "D" throughout the term of the Enrollment.
b. Setting Prices. Enrolled Affiliate's prices for each Product or Service will be established by its
Reseller. Except for Online Services designated in the Product Terms as being exempt from
fixed pricing, As long, as Enrolled Affiliate continues to qualify for the same price level,
Microsoft's prices for Resellers for each Product or Service ordered will be fixed throughout the
applicable initial or renewal Enrollment term. Microsoft's prices to Resellers are reestablished
at the beginning of the renewal term.
4. Payment terms.
For the initial or renewal order, Enrolled Affiliate may pay upfront or elect to spread its payments over the
applicable Enrollment term. If an upfront payment is elected, Microsoft will invoice Enrolled Affiliate's
Reseller in full upon acceptance of this Enrollment. If spread payments are elected, unless indicated
otherwise, Microsoft will invoice Enrolled Affiliate's Reseller in three equal annual installments. The first
installment will be invoiced upon Microsoft's acceptance of this Enrollment and remaining installments will
be invoiced on each subsequent Enrollment anniversary date. Subsequent orders are invoiced upon
acceptance of the order and Enrolled Affiliate may elect to pay annually or upfront for Online Services and
upfront for all other Licenses.
5. End of Enrollment term and termination.
a. General. At the Expiration Date, Enrolled Affiliate must immediately order and pay for Licenses
for Products it has used but has not previously submitted an order, except as otherwise
provided in this Enrollment.
EA2016EnrGov(US)S LG(E NG) (Nov20l 6)
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April 2, 2019, Item #1.7
b. Renewal option. At the Expiration Date of the initial term, Enrolled Affiliate can renew
Products by renewing this Enrollment for one additional 36 -month term or by signing a new
Enrollment. Microsoft must receive a Renewal Form, Product Selection Form, and renewal
order prior to or at the Expiration Date. Microsoft will not unreasonably reject any renewal.
Microsoft may make changes to this program that will make it necessary for Customer and its
Enrolled Affiliates to enter into new agreements and Enrollments at renewal.
c. If Enrolled Affiliate elects not to renew.
(i) Software Assurance. If Enrolled Affiliate elects not to renew Software Assurance for any
Product under its Enrollment, then Enrolled Affiliate will not be permitted to order Software
Assurance later without first acquiring a new License with Software Assurance.
(ii) Online Services eligible for an Extended Term. For Online Services identified as eligible
for an Extended Term in the Product Terms, the following options are available at the end
of the Enrollment initial or renewal term.
11 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 Tenn") for up to one year, unless designated
in the Product Terms to continue until cancelled, is available. During the Extended
Term, Online Services will be invoiced monthly at the then -current published price as
of the Expiration Date plus a 3% administrative fee. If Enrolled Affiliate wants an
Extended Term, Enrolled Affiliate must submit a request to Microsoft at least 30 days
prior to the Expiration Date.
2) Cancellation during Extended Term. At any time during the first year of the
Extended Term, Enrolled Affiliate may terminate the Extended Term by submitting a
notice of cancellation to Microsoft for each Online Service. Thereafter, either party
may terminate the Extended Term by providing the other with a notice of cancellation
for each Online Service. Cancellation will be effective at the end of the month following
30 days after Microsoft has received or issued the notice.
(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
EA2016EnrGov(US)SLG(E NG)(Nov2016)
13 of 21 April 2, 2019, Item #1.7
prohibited and could result in termination of Enrolled Affiliate's license(s) for Government
Community Cloud Services without notice. Enrolled Affiliate acknowledges that only
Community members may use Government Community Cloud Services.
b. All terms and conditions applicable to non -Government Community Cloud Services also apply
to their corresponding Government Community Cloud Services, except as otherwise noted in
the Use Rights, Product Terms, and this Enrollment.
c. Enrolled Affiliate may not deploy or use Government Community Cloud Services and
corresponding non -Government Community Cloud Services in the same domain.
d. Use Rights for Government Community Cloud Services. For Government Community
Cloud Services, notwithstanding anything to the contrary in the Use Rights:
(i) Government Community Cloud Services will be offered only within the United States.
(ii) Additional European Terms, as set forth in the Use Rights, will not apply.
(iii) References to geographic areas in the Use Rights with respect to the location of Customer
Data at rest, as set forth in the Use Rights, refer only to the United States.
EA2016 EnrG ov(US)SLG(E NG) (Nov2016)
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April 2, 2019, Item #1.7
Enrollment Details
Enrolled Affiliate's Enterprise.
a. Identify which Agency Affiliates are included in the Enterprise. (Required) Enrolled Affiliate's
Enterprise must consist of entire offices, bureaus, agencies, departments or other entities of
Enrolled Affiliate, not partial offices, bureaus, agencies, or departments, or other partial entities.
Check only one box in this section. If no boxes are checked, Microsoft will deem the Enterprise
to include the Enrolled Affiliate only. If more than one box is checked, Microsoft will deem the
Enterprise to include the largest number of Affiliates:
* Enrolled Affiliate only
❑ Enrolled Affiliate and all Affiliates
❑ Enrolled Affiliate and the following Affiliate(s) (Only identify specific affiliates to be included
if fewer than all Affiliates are to be included in the Enterprise):
❑ Enrolled Affiliate and all Affiliates, with following Affiliate(s) excluded:
b. Please indicate whether the Enrolled Affiliate's Enterprise will include all new Affiliates acquired
after the start of this Enrollment: Exclude future Affiliates
2. Contact information.
Each party will notify the other in writing if any of the information in the following contact information page(s)
changes. The asterisks(*) indicate required fields. By providing contact information, Enrolled Affiliate
consents to its use for purposes of administering this Enrollment by Microsoft, its Affiliates, and other parties
that help administer this Enrollment. The personal information provided in connection with this Enrollment
will be used and protected in accordance with the privacy statement available at
https://www.microsoft.com/licensin,q/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 Poway
Contact name* First Brad Last Rosen
Contact email address* brosen@poway.org
Street address* 13325 Civic Center Drive
City* Poway
State/Province* CA
Postal code* 92064 -5755 -
(For U.S. addresses, please provide the zip + 4, e.g. xxxxx-xxxx)
Country* United States
Phone* 858-668-4452
Tax ID
* indicates required fields
b. Notices contact and Online Administrator. This contact (1) receives the contractual notices,
(2) is the Online Administrator for the Volume Licensing Service Center and may grant online
access to others, and (3) is authorized to order Reserved Licenses for eligible Online Servies,
including adding or reassigning Licenses and stepping -up prior to a true -up order.
EA2016EnrGov(US)SLG(ENG)(Nov2016)
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April 2, 2019, Item #1.7
17 Same as primary contact (default if no information is provided below, even if the box is not
checked).
Contact name* First Brad Last Rosen
Contact email address* brosen@poway.org
Street address* 13325 Civic Center Drive
City* Poway
State/Province* CA
Postal code* 92064 -5755 -
(For U.S. addresses, please provide the zip + 4, e.g. xxxxx-xxxx)
Country* United States
Phone* 858-668-4452
Language preference. Choose the language for notices. English
❑ This contact is a third party (not the Enrolled Affiliate). Warning: This contact receives
personally identifiable information of the Customer and its Affiliates.
* indicates required fields
c. Online Services Manager. This contact is authorized to manage the Online Services ordered
under the Enrollment and (for applicable Online Services) to add or reassign Licenses and
step-up prior to a true -up order.
❑ Same as notices contact and Online Administrator (default if no information is provided
below, even if box is not checked)
Contact name*: First Dawn Last Winter
Contact email address* dwinter@poway.org
Phone* 858-668-4453
❑ 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* Crayon Software Experts LLC
Street address (PO boxes will not be accepted)* 12221 Merit Drive Suite 800
City* Dallas
State/Province* TX
Postal code* 75251-1313
Country* United States
Contact name* Crayon US OPS TEAM
Phone* 469-329-0290
Contact email address* license. us@crayon.com
* indicates required fields
By signing below, the Reseller identified above confirms that all information provided in this
Enrollment is correct.
Signature*
Printed name*
Printed title*
Date*
indicates required fields
Changing a Reseller. If Microsoft or the Reseller chooses to discontinue doing business with
each other, Enrolled Affiliate must choose a replacement Reseller. If Enrolled Affiliate or the
Reseller intends to terminate their relationship, the initiating party must notify Microsoft and the
EA2016 EnrGov(US)S LG(E NG) (Nov20l6)
16 of 21 April 2, 2019, Item #1.7
other party using a form provided by Microsoft at least 90 days prior to the date on which the
change is to take effect.
e. If Enrolled Affiliate requires a separate contact for any of the following, attach the Supplemental
Contact Information form. Otherwise, the notices contact and Online Administrator remains
the default.
(i) Additional notices contact
(ii) Software Assurance manager
(iii) Subscriptions manager
(iv) Customer Support Manager (CSM) contact
3. Financing elections.
Is a purchase under this Enrollment being financed through MS Financing? ❑ Yes, Z No.
If a purchase under this Enrollment is financed through MS Financing, and Enrolled Affiliate chooses not to
finance any associated taxes, it must pay these taxes directly to Microsoft.
EA2016EnrGov(US) SLG(ENG)(Nov2016)
17 of 21 April 2, 2019, Item #1.7
] Microsoft
Volume Licensing
Previous Enrollment(s)/Agreement(s) Form
Entity Name: City of Poway
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 (notthe 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.
PrevEnrAgrForm(W W)(ENG)(Apr2016)
18 of 21 April 2, 2019, Item #1.7
{ Microsoft
Volume Licensing
Enterprise and Enterprise Subscription Enrollment
Product Selection Form
EnrollmentNumber
Microsoft to complete forinif/al term.
Reseller or SoRware Advisor to
complete for renewe/ or with prior
qualifying EnrollmenUAgreement
Step 1. Enter all fields in the table below (Required).
Step 2. Select the Products and Quantities Enrolled Affiliate is ordering on its initial Enrollment
Order. Quantity may not include any Licenses which Enrolled Affiliate has selected for optional
future use, or to which
'it is stepping -up within Enrollment term.
Device
..
Quantity
Microsoft 365
Microsoft 365 E3 USL
Microsoft 365 ES Add-on
Microsoft 365 E5 USL
Microsoft 365 E5 Add-on
Office Professional Plus
Office Professional Plus
Office 365 ProPlus
Office 365 Plans
Office 365 Plan E1 USL
Office 365 Plan E3 USL 336
Office 365 Plan E5 USL
Office 365 Plan E1 Add-on
Office 365 Plan E3 Add-on
Office 365 Plan E5 Add-on
Office 365 Plan E3 without ProPlus Add-
on
Client Access License CAL
Choose Core CAL or Enterprise CAL: Enterprise CAL (ECAL) <Choose One>
Core CAL or Enter rise CAL
Bridge for Office 365 336
Bridge for Enterprise Mo ility Suite
Windows Desktop
Windows 10 Enterprise E3 and LTSB
Upgrade per Device
303
Windows 10 Enterprise E5 per Device SL
Windows 10 Enterprise E3 per User SL
Windows 10 Enterprise E3 per User Add-
on SL
EA-EASProdSelFo"(WVV)(E NG)(Sep20l7)
19 of 21 April 2, 2019, Item #1.7
Products
Quantity
Device
Windows 10 Enterprise E5 per User SL
otherwise indicated in associated contract documents, Price Level is set using
D
Windows 10 Enterprise E5 per User Add-
on SL
Windows Enterprise
Additional Product Application Pool: Unless otherwise indicated in
Windows 10 Enterprise E5 per Device
Add-on SL
associated contract documents, Price Level is set using quantity from Group 1.
E3 and LTSB
Windows VDA
contract documents, Price Level is set using the highest quantity from Group 2
Windows VDA per User SL
or 3.
Microsoft Intim
Microsoft Intune USL
Enterprise Mobilli.+ Security
Enterprise Mobility + Security E3 USL
License +
E3/E5 USL + Win
Enterprise Mobility+ SecurityE3 Add-on
License+ Office
Microsoft Intune +
Enterprise Mobility + Security E5 USL
ProPlus + Office
365 (Plans E1,
Enterprise Mobility + Security E5 Add-on
Windows VDA +
365 (Plans
Step 3. Establish the Enrolled Affiliate's price level. Unless otherwise indicated in the associated
contract documents, the price level for each Product offering/pool is set based upon the quantity
to price level mapping. DO NOT INCLUDE BRIDGE CALs OR ADD-ONs.
1
2
3
4
otherwise indicated in associated contract documents, Price Level is set using
D
the hi hest ouantity from Groups 1 through 4.
Windows Enterprise
Additional Product Application Pool: Unless otherwise indicated in
D
associated contract documents, Price Level is set using quantity from Group 1.
E3 and LTSB
Additional Product Server Pool: Unless otherwise indicated in associated
contract documents, Price Level is set using the highest quantity from Group 2
Upgrade+ Windows
or 3.
Client Access
Enterprise ES + Win
Office Professional
Client Access
License +
E3/E5 USL + Win
Plus + Office 365
License+ Office
Microsoft Intune +
E3/E5 per Device +
ProPlus + Office
365 (Plans E1,
Enterprise Mobility
Windows VDA +
365 (Plans
E3, and E5) +
and Security USL
Windows Enterprise
E3 and E5) +
Microsoft 365 USL
+ Microsoft 365
E3 per User SL +
Microsoft 365 USL
Windows Enterprise
E5 per User SL +
Windows VDA per
User USL +
Microsoft 365 USL
• 336
336
336
303
ProductOffering I Pool
Price Level
Enterprise Products and Enterprise Online Services USLs: Unless
otherwise indicated in associated contract documents, Price Level is set using
D
the hi hest ouantity from Groups 1 through 4.
Additional Product Application Pool: Unless otherwise indicated in
D
associated contract documents, Price Level is set using quantity from Group 1.
Additional Product Server Pool: Unless otherwise indicated in associated
contract documents, Price Level is set using the highest quantity from Group 2
D
or 3.
Additional Product Systems Pool: Unless otherwise indicated in associated
D
contract documents, Price Level is set using quantity from Group 4.
EA-EASProdSelFo"(WW)(E NG)(Sep20l7)
20 of 21
April 2, 2019, Item #1.7
Quantity of Licenses and Software Assurance to Price Level Mapping:
Notes:
1. Enterprise Online Services may not be available in all locations. Please see the Product Terms
for a list of locations where these may be purchased.
2. If Enrolled Affiliate does not order an Enterprise Product or Enterprise Online Service associated
with an applicable Product pool, the price level for Additional Products in the same pool will be
price level "A" throughout the term of the Enrollment.
3. Unless otherwise indicated in the associated Agreement documents, the CAL selection must be
the same across the Enterprise for each Profile.
This form must be attached to a signature form to be valid.
EA-EASProdSelFon(W W)(ENG)(Sep20l7)
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April 2, 2019, Item #1.7