CC SR 20231205 K - Microsoft EA with DELL
CITY COUNCIL MEETING DATE: 12/05/2023
AGENDA REPORT AGENDA HEADING: Consent Calendar
AGENDA TITLE:
Consideration and possible action to approve an agreement with Dell Technologies for
a three-year Microsoft Enterprise Agreement (EA).
RECOMMENDED COUNCIL ACTION:
(1) Authorize the City Manager to enter into an agreement with Dell Technologies for
a three-year Microsoft Enterprise Agreement through Riverside County, pursuant
to Section 2.44.060 of the Rancho Palos Verdes Municipal Code, in the amount of
$246,921 plus $5,000 per year of contingency if additional licenses are required
($87,307 per year).
FISCAL IMPACT: If approved, the annual cost of $87,307 is included in the FY 2023-
24 Adopted Budget.
Amount Budgeted: $87,400
Additional Appropriation: N/A
Account Number(s): 101-400-1470-5201
(General Fund – IT Repair and Maintenance) VR
ORIGINATED BY: Lukasz Buchwald, IT Manager
REVIEWED BY: Same as Below
APPROVED BY: Ara Mihranian, AICP, City Manager
ATTACHED SUPPORTING DOCUMENTS:
A. 2023 Microsoft Enterprise Agreement with DELL
B. December 20, 2020 Staff Report
C. 2023 EA BIDs Summary
D. October 12, 2011 Staff Report
BACKGROUND AND DISCUSSION:
In 2011, the Information Technology (IT) Department presented to the City Council an
Information Technology Service Delivery Assessment performed by Nexlevel Technology
(Attachment D). The assessment and the subsequent IT Infrastructure Plan contained
many recommendations. Among them was the “purchase and execution of Microsoft
enterprise-wide license and software assurance agreements.” As a result, the City
entered into a three-year agreement, known as Microsoft Enterprise Agreement
(Microsoft EA), with Compucom (now known as SoftwareOne) for the licensing of
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RANCHO PALOS VERDES
Microsoft software. The agreement achieved cost savings for the City through volume
purchasing and simplified licensing by requiring a single transaction. Utilizing an
enterprise agreement remains a widely used standard and is considered the best practice
for managing and obtaining Microsoft licensing and services.
The City’s first implemented Microsoft EA expired in December 2014 and was renewed
in 2014, 2017, and 2020 each time for a 3-year term. The current EA with DELL was
approved by the City Council at its December 15, 2020 meeting (Attachment B) and is
set to expire on December 31, 2023. Thus, the City Council is now being asked to
consider renewing another three-year Microsoft EA.
DISCUSSION:
Microsoft Enterprise Agreement
The Microsoft EA allows for the legal use of all the City’s Microsoft software and services
which are critical to its operations, including:
- Desktop and server operating systems (Windows 10, Windows 11, Windows
Server 2022, etc.)
- Applications (Microsoft Office Suite, Microsoft Project, etc.)
- Services (email, the City’s intranet via SharePoint Online, etc.)
- Databases for the City’s line of business applications
- The client access licenses (CALs) required by Microsoft for each user utilizing
the services and needing access.
- Advanced cyber security licenses (endpoint protection, malware detection, spam
filtering, and more)
- Endpoint management platform for mobile devices and computer
In addition to licensing and services, the Microsoft EA provides several other benefits to
the City, such as upgrades to more current versions at no cost, known as Software
Assurance.
The Microsoft EA is traditionally a three-year licensing agreement, and the City of Rancho
Palos Verdes has used the Riverside County Enterprise Agreement (Riverside EA) since
2011 to secure deeply discounted pricing.
The Microsoft EA license is for the use of Microsoft products and not for professional
services. Microsoft will not allow any changes to its agreement.
Riverside County Master Enterprise Agreement
The Riverside County Master Enterprise Agreement is available for use by all government
entities within the State of California, provides for three-year terms and is offered through
seven approved Licensing Solutions Providers (LSPs) that were determined as the most
responsive and responsible bidders. It continues to be the primary procurement vehicle
(allowing for obtaining deep discounts normally available only for larger enterprises) for
Microsoft licenses for many government agencies throughout California.
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On October 30, 2023, the City’s IT Staff placed a call for bids to seek pricing from
authorized Licensed Solutions Partners (LSPs) within the state of California to provide
licensing for both existing and new Microsoft products available under the County of
Riverside’s Master Microsoft EA to ensure that the best possible price and associated
service are procured. Subsequently, seven Riverside EA-eligible LSPs were contacted,
and two proposals were received (Attachment C).
After the bid review process, IT Staff recommends Dell Technologies be selected as the
vendor for Microsoft EA. The bid received from Dell Technologies had the lowest cost,
and the City has been very satisfied with Dell’s service and support provided during the
last three years.
This new Microsoft EA with Dell Technologies is exempt from competitive solicitation
requirements as described in City’s Municipal Code section 2.44.060 below:
The purchasing agent may purchase services, supplies and equipment for which
the city would normally follow its own bid procedures from a vendor awarded a
bid by another public agency if said agency utilized procedures substantially the
same as those normally utilized by the city. The amount of said purchase shall be
based on the price bid in the other jurisdiction.
ADDITIONAL INFORMATION:
Annual “True-Up”
While the proposals were based on the City’s current quantity of licenses, Microsoft
requires that each year, the City perform a “true-up” to account for additional licenses that
were put into use for new computers, additional users, servers, or systems. This annual
“true-up” compares the actual number of licenses used by City staff against how many
licenses the City has already purchased. The cost associated with this true -up includes
the license cost of these items and the Software Assurance for the remaining years of the
agreement.
These additional licenses may result in a slight increase to the annual cost of this
agreement. Any additional true-up cost will be included for City Council consideration as
part of the annual budgeting process.
CONCLUSION:
Staff recommends the City Council authorize the City Manager to enter a three-year
agreement with Dell Technologies for a three-year Microsoft EA to ensure that the City
can legally use all Microsoft software and services.
ALTERNATIVES:
In addition to the Staff recommendation, the following alternative actions are available for
the City Council’s consideration:
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1. Direct Staff to rebid the Microsoft EA.
2. Direct Staff to explore other licensing options.
3. Take other action, as deemed appropriate.
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Enterprise Enrollment Product Selection Form Microsoft | Volume Licensing
Proposal ID Enrollment Number
2524307.006
Language:English (United States)
Enrolled Affiliate’s Enterprise Products and Enterprise Online Services summary for the initial order:
Profile Qualified Devices Qualified Users Device / User Ratio CAL Licensing Model
Enterprise 140 140 1.0 User Licenses
Products Enterprise Quantity
Microsoft 365 Enterprise
M365 G3 GCC USL Unified 20
M365 G3 GCC FromSA Unified 120
Enrolled Affiliate’s Product Quantities:
Price Group 1 2 3 4
Enterprise Products Office Professional Plus + M365 Apps for
Enterprise + Office 365 (Plans E3 and E5)
+ Microsoft 365 Enterprise
Client Access License +
Office 365 (Plans E1, E3
and E5) + Microsoft
365 Enterprise
Client Access License +
Windows Intune + EMS
USL + Microsoft 365
Enterprise
Win E3 + Win E5 + Win
VDA + Microsoft 365
Enterprise
Quantity 140 140 140 140
Enrolled Affiliate’s Price Level:
Product Offering / Pool Price Level
Enterprise Products and Enterprise Online Services USLs: Unless otherwise indicated in associated contract documents, Price level set using
the highest quantity from Groups 1 through 4.D
Additional Product Application Pool: Unless otherwise indicated in associated contract documents, Price level set using quantity from Group 1.
D
Additional Product Server Pool: Unless otherwise indicated in associated contract documents, Price level set using the highest quantity from
Group 2 or 3.D
Additional Product Systems Pool: Unless otherwise indicated in associated contract documents, Price level set using quantity from Group 4.
D
Notes
Unless otherwise indicated in the associated contract documents, the price level for each Product offering / pool is set as described above, based upon the quantity to
price level mapping below:
EA-EASProdSelForm(WW)(ENG)
Page 1 of 2
MS Quote
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Enterprise Enrollment Product Selection Form Microsoft | Volume Licensing
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: 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.
EA-EASProdSelForm(WW)(ENG)
Page 2 of 2
MS Quote
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AmendmentApp v4.0 M97,M325 B
Page 1 of 2
Amendment to Contract Documents
Agreement Number
5-0000010710048
These amendments are entered into between the parties identified on the attached program signature
form. They amend the Enrollment or Agreement identified above. All terms used but not defined in
these amendments will have the same meanings provided in that Enrollment or Agreement.
Enterprise Enrollment
Invoice for Quoted Price
Amendment ID M97
The price quoted to Enrolled Affiliate is a fixed price based on an estimated order submission date.
Microsoft will invoice Enrolled Affiliate based on this fixed price quote. If this order is submitted later
than the estimated order submission date, Enrolled Affiliate will be charged for net new Monthly
Subscriptions (including Online Services) for the period during which these services were not provided.
For Indirect models, Pricing to Enrolled Affiliate is agreed between Enrolled Affiliate and Enrolled
Affiliate’s Reseller.
SKU Number SKU Description Existing Quantity Incremental
quantities
AAD-34700 M365 G3 Unified FSA
GCC Sub Per User 120 0
AAD-34704 M365 G3 Unified FUSL
GCC Sub Per User 20 0
MQN-00001 Entra ID P2 GCC Sub Per
User
0 80
3NS-00003 Exchange Online P2
GCC Sub Per User
80 0
8ZZ-00001 M365 G5 Security GCC
Sub Per User
0 140
SFR-00001 Power Automate GCC
Sub Per User
1 0
NYH-00001 Teams AC with Dial Out
US/CA GCC Sub Add-on
0 140
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I I Microsoft Volume Licensing
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AmendmentApp v4.0 M97,M325 B
Page 2 of 2
Enterprise Enrollment
Early Commitment
Amendment ID M325
For the purposes of this Amendment, “Entity” can mean the signing entity, Customer, Enrolled Affiliate,
Government Partner, Institution, or other party entering into a volume licensing program agreement.
The parties agree that the Enrollment is amended by adding a section entitled “Early Commitment.”
Early Commitment
a. In this Amendment, “Entity” can mean the signing entity, Customer, Enrolled Affiliate,
Government Partner, Institution, or other party entering into a volume licensing program
agreement.
b. This renewal may be earlier than the required timeline. The effective date of this Enrollment
shall be one day following the Expiring Enrollment.
c. Entity’s initial order under this Enrollment includes a renewal of Entity’s Software Assurance
and/or Subscription Licenses previously ordered under the Expiring Enrollment number
7344259 for the full term of the Expiring Enrollment from the day after expiration. The
following conditions apply to this renewal:
(i) Entity’s final true-up order on the Expiring Enrollment shall be placed at the time this
Enrollment is signed and any contents of that true-up order that Entity wishes to renew
must also be added to this Enrollment’s initial order.
(ii) Any subsequent true-up orders placed under the Expiring Enrollment after the signing
of this Enrollment must be placed no later than 15 days prior to the Expiring
Enrollment’s Expiration Date, and must be placed with the assistance of Entity’s
Microsoft Account Manager, Software Advisor or Reseller.
(iii) During the period between the execution and effective date of this Enrollment, Entity
may add new Products to the Expiring Enrollment. No later than 15 days prior to the
Expiring Enrollment’s Expiration Date, Entity may renew Software Assurance or
Subscription Licenses for such Products under this Enrollment with the assistance of
Entity’s Microsoft Account Manager, Software Advisor or Reseller by submitting a
supplemental order.
(iv) Entity should tick the following box ☐ if this is the final True Up under their current
Expiring Agreement.
Except for changes made by these amendments, the Enrollment or Agreement identified above remains
unchanged and in full force and effect. If there is any conflict between any provision in these
amendments and any provision in the Enrollment or Agreement identified above, these amendments
shall control.
Microsoft Internal Use Only:
(M97)EnrAmend(Ind)(InvoiceforQuotedPrice)(
WW)(ENG)(Jan2023)v2(IU).docx
M97 B
(M325)EnrAmend(EarlyCommitment)(WW)(E
NG)(June2019)(IU).docx
M325 PLSS
This Amendment must be attached to a signature form to be valid.
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Document X20-10635
Enterprise Enrollment State and Local
Enterprise Enrollment number
(Microsoft to complete) Framework ID
(if applicable)
Previous Enrollment number
(Reseller to complete) 7344259
This Enrollment must be attached to a signature form to be valid.
This Microsoft Enterprise Enrollment is entered into between the entities as identified in the signature form
as of the effective date. Enrolled Affiliate represents and warrants it is the same Customer, or an Affiliate of
the Customer, that entered into the Enterprise Agreement identified on the program signature form.
This Enrollment consists of: (1) these terms and conditions, (2) the terms of the Enterprise Agreement
identified on the signature form, (3) the Product Selection Form, (4) the Product Terms, (5) the Online
Services Terms, (6) any Supplemental Contact Information Form, Previous Agreement/Enrollment form,
and other forms that may be required, and (7) any order submitted under this Enrollment. This Enrollment
may only be entered into under a 2011 or later Enterprise Agreement. By entering into this Enrollment,
Enrolled Affiliate agrees to be bound by the terms and conditions of the Enterprise Agreement.
All terms used but not defined are located at http://www.microsoft.com/licensing/contracts. In the event of
any conflict the terms of this Agreement control.
Effective date. If Enrolled Affiliate is renewing Software Assurance or Subscription Licenses from one or
more previous Enrollments or agreements, then the effective date will be the day after the first prior
Enrollment or agreement expires or terminates. If this Enrollment is renewed, the effective date of the
renewal term will be the day after the Expiration Date of the initial term. Otherwise, the effective date will
be the date this Enrollment is accepted by Microsoft. Any reference to “anniversary date” refers to the
anniversary of the effective date of the applicable initial or renewal term for each year this Enrollment is in
effect.
Term. The initial term of this Enrollment will expire on the last day of the month, 36 full calendar months
from the effective date of the initial term. The renewal term will expire 36 full calendar months after the
effective date of the renewal term.
Terms and Conditions
1. Definitions.
Terms used but not defined in this Enrollment will have the definition in the Enterprise Agreement. The
following definitions are used in this Enrollment:
“Additional Product” means any Product identified as such in the Product Terms and chosen by Enrolled
Affiliate under this Enrollment.
“Community” means the community consisting of one or more of the following: (1) a Government, (2) an
Enrolled Affiliate using eligible Government Community Cloud Services to provide solutions to a
Government or a qualified member of the Community, or (3) a Customer with Customer Data that is subject
to Government regulations for which Customer determines and Microsoft agrees that the use of
Government Community Cloud Services is appropriate to meet Customer’s regulatory requirements.
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Membership in the Community is ultimately at Microsoft’s discretion, which may vary by Government
Community Cloud Service.
“Enterprise Online Service” means any Online Service designated as an Enterprise Online Service in the
Product Terms and chosen by Enrolled Affiliate under this Enrollment. Enterprise Online Services are
treated as Online Services, except as noted.
“Enterprise Product” means any Desktop Platform Product that Microsoft designates as an Enterprise
Product in the Product Terms and chosen by Enrolled Affiliate under this Enrollment. Enterprise Products
must be licensed for all Qualified Devices and Qualified Users on an Enterprise-wide basis under this
program.
“Expiration Date” means the date upon which the Enrollment expires.
“Federal Agency” means a bureau, office, agency, department or other entity of the United States
Government.
“Government” means a Federal Agency, State/Local Entity, or Tribal Entity acting in its governmental
capacity.
“Government Community Cloud Services” means Microsoft Online Services that are provisioned in
Microsoft’s multi-tenant data centers for exclusive use by or for the Community and offered in accordance
with the National Institute of Standards and Technology (NIST) Special Publication 800-145. Microsoft
Online Services that are Government Community Cloud Services are designated as such in the Use Rights
and Product Terms.
“Industry Device” (also known as line of business device) means any device that: (1) is not useable in its
deployed configuration as a general purpose personal computing device (such as a personal computer), a
multi-function server, or a commercially viable substitute for one of these systems; and (2) only employs an
industry or task-specific software program (e.g. a computer-aided design program used by an architect or
a point of sale program) (“Industry Program”). The device may include features and functions derived from
Microsoft software or third-party software. If the device performs desktop functions (such as email, word
processing, spreadsheets, database, network or Internet browsing, or scheduling, or personal finance),
then the desktop functions: (1) may only be used for the purpose of supporting the Industry Program
functionality; and (2) must be technically integrated with the Industry Program or employ technically
enforced policies or architecture to operate only when used with the Industry Program functionality.
“Managed Device” means any device on which any Affiliate in the Enterprise directly or indirectly controls
one or more operating system environments. Examples of Managed Devices can be found in the Product
Terms.
“Qualified Device” means any device that is used by or for the benefit of Enrolled Affiliate’s Enterprise and
is: (1) a personal desktop computer, portable computer, workstation, or similar device capable of running
Windows Pro locally (in a physical or virtual operating system environment), or (2) a device used to access
a virtual desktop infrastructure (“VDI”). Qualified Devices do not include any device that is: (1) designated
as a server and not used as a personal computer, (2) an Industry Device, or (3) not a Managed Device. At
its option, the Enrolled Affiliate may designate any device excluded above (e.g., Industry Device) that is
used by or for the benefit of the Enrolled Affiliate’s Enterprise as a Qualified Device for all or a subset of
Enterprise Products or Online Services the Enrolled Affiliate has selected.
“Qualified User” means a person (e.g., employee, consultant, contingent staff) who: (1) is a user of a
Qualified Device, or (2) accesses any server software requiring an Enterprise Product Client Access
License or any Enterprise Online Service. It does not include a person who accesses server software or
an Online Service solely under a License identified in the Qualified User exemptions in the Product Terms.
“Reseller” means an entity authorized by Microsoft to resell Licenses under this program and engaged by
an Enrolled Affiliate to provide pre- and post-transaction assistance related to this agreement;
“Reserved License” means for an Online Service identified as eligible for true-ups in the Product Terms,
the License reserved by Enrolled Affiliate prior to use and for which Microsoft will make the Online Service
available for activation.
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"State/Local Entity" means (1) any agency of a state or local government in the United States, or (2) any
United States county, borough, commonwealth, city, municipality, town, township, special purpose district,
or other similar type of governmental instrumentality established by the laws of Customer’s state and
located within Customer’s state’s jurisdiction and geographic boundaries.
“Tribal Entity” means a federally-recognized tribal entity performing tribal governmental functions and
eligible for funding and services from the U.S. Department of Interior by virtue of its status as an Indian
tribe.
“Use Rights” means, with respect to any licensing program, the use rights or terms of service for each
Product and version published for that licensing program at the Volume Licensing Site and updated from
time to time. The Use Rights include the Product-Specific License Terms, the License Model terms, the
Universal License Terms, the Data Protection Terms, and the Other Legal Terms. The Use Rights
supersede the terms of any end user license agreement (on-screen or otherwise) that accompanies a
Product.
“Volume Licensing Site” means http://www.microsoft.com/licensing/contracts or a successor site.
2. Order requirements.
a. Minimum order requirements. Enrolled Affiliate’s Enterprise must have a minimum of 250
Qualified Users or Qualified Devices. The initial order must include at least 250 Licenses for
Enterprise Products or Enterprise Online Services.
(i) Enterprise commitment. Enrolled Affiliate must order enough Licenses to cover all
Qualified Users or Qualified Devices, depending on the License Type, with one or more
Enterprise Products or a mix of Enterprise Products and the corresponding Enterprise
Online Services (as long as all Qualified Devices not covered by a License are only used
by users covered with a user License).
(ii) Enterprise Online Services only. If no Enterprise Product is ordered, then Enrolled
Affiliate need only maintain at least 250 Subscription Licenses for Enterprise Online
Services.
b. Additional Products. Upon satisfying the minimum order requirements above, Enrolled
Affiliate may order Additional Products.
c. Use Rights for Enterprise Products. For Enterprise Products, if a new Product version has
more restrictive use rights than the version that is current at the start of the applicable initial or
renewal term of the Enrollment, those more restrictive use rights will not apply to Enrolled
Affiliate’s use of that Product during that term.
d. Country of usage. Enrolled Affiliate must specify the countries where Licenses will be used
on its initial order and on any additional orders.
e. Resellers. Enrolled Affiliate must choose and maintain a Reseller authorized in the United
States. Enrolled Affiliate will acquire its Licenses through its chosen Reseller. Orders must be
submitted to the Reseller who will transmit the order to Microsoft. The Reseller and Enrolled
Affiliate determine pricing and payment terms as between them, and Microsoft will invoice the
Reseller based on those terms. Throughout this Agreement the term “price” refers to reference
price. Resellers and other third parties do not have authority to bind or impose any obligation
or liability on Microsoft.
f. Adding Products.
(i) Adding new Products not previously ordered. New Enterprise Products or Enterprise
Online Services may be added at any time by contacting a Microsoft Account Manager or
Reseller. New Additional Products, other than Online Services, may be used if an order is
placed in the month the Product is first used. For Additional Products that are Online
Services, an initial order for the Online Service is required prior to use.
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(ii) Adding Licenses for previously ordered Products. Additional Licenses for previously
ordered Products other than Online Services may be added at any time but must be
included in the next true-up order. Additional Licenses for Online Services must be ordered
prior to use, unless the Online Services are (1) identified as eligible for true-up in the
Product Terms or (2) included as part of other Licenses.
g. True-up requirements. Enrolled Affiliate must submit an annual true-up order that accounts
for any changes since the initial order or last order. If there are no changes, then an update
statement must be submitted instead of a true-up order.
(i) Enterprise Products. For Enterprise Products, Enrolled Affiliate must determine the
number of Qualified Devices and Qualified Users (if ordering user-based Licenses) at the
time the true-up order is placed and must order additional Licenses for all Qualified Devices
and Qualified Users that are not already covered by existing Licenses, including any
Enterprise Online Services.
(ii) Additional Products. For Additional Products that have been previously ordered under
this Enrollment, Enrolled Affiliate must determine the maximum number of Additional
Products used since the latter of the initial order, the last true-up order, or the prior
anniversary date and submit a true-up order that accounts for any increase.
(iii) Online Services. For Online Services identified as eligible for true-up in the Product
Terms, Enrolled Affiliate may place a reservation order for the additional Licenses prior to
use and payment may be deferred until the next true-up order. Microsoft will provide a
report of Reserved Licenses ordered but not yet invoiced to Enrolled Affiliate and its
Reseller. Reserved Licenses will be invoiced retrospectively to the month in which they
were ordered.
(iv) Subscription License reductions. Enrolled Affiliate may reduce the quantity of
Subscription Licenses at the Enrollment anniversary date on a prospective basis if
permitted in the Product Terms, as follows:
1) For Subscription Licenses that are part of an Enterprise-wide purchase, Licenses may
be reduced if the total quantity of Licenses and Software Assurance for an applicable
group meets or exceeds the quantity of Qualified Devices and Qualified Users (if
ordering user-based Licenses) identified on the Product Selection Form, and includes
any additional Qualified Devices and Qualified Users added in any prior true-up orders.
Step-up Licenses do not count towards this total count.
2) For Enterprise Online Services that are not a part of an Enterprise-wide purchase,
Licenses can be reduced as long as the initial order minimum requirements are
maintained.
3) For Additional Products available as Subscription Licenses, Enrolled Affiliate may
reduce the Licenses. If the License count is reduced to zero, then Enrolled Affiliate’s
use of the applicable Subscription License will be cancelled.
Invoices will be adjusted to reflect any reductions in Subscription Licenses at the true-up
order Enrollment anniversary date and effective as of such date.
(v) Update statement. An update statement must be submitted instead of a true-up order if,
since the initial order or last true-up order, Enrolled Affiliate’s Enterprise: (1) has not
changed the number of Qualified Devices and Qualified Users licensed with Enterprise
Products or Enterprise Online Services; and (2) has not increased its usage of Additional
Products. This update statement must be signed by Enrolled Affiliate’s authorized
representative.
(vi) True-up order period. The true-up order or update statement must be received by
Microsoft between 60 and 30 days prior to each Enrollment anniversary date. The third-
year true-up order or update statement is due within 30 days prior to the Expiration Date,
and any license reservations within this 30 day period will not be accepted. Enrolled Affiliate
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may submit true-up orders more often to account for increases in Product usage, but an
annual true-up order or update statement must still be submitted during the annual order
period.
(vii) Late true-up order. If the true-up order or update statement is not received when due,
Microsoft will invoice Reseller for all Reserved Licenses not previously invoiced and
Subscription License reductions cannot be reported until the following Enrollment
anniversary date (or at Enrollment renewal, as applicable).
h. Step-up Licenses. For Licenses eligible for a step-up under this Enrollment, Enrolled Affiliate
may step-up to a higher edition or suite as follows:
(i) For step-up Licenses included on an initial order, Enrolled Affiliate may order according to
the true-up process.
(ii) If step-up Licenses are not included on an initial order, Enrolled Affiliate may step-up
initially by following the process described in the Section titled “Adding new Products not
previously ordered,” then for additional step-up Licenses, by following the true-up order
process.
i. Clerical errors. Microsoft may correct clerical errors in this Enrollment, and any documents
submitted with or under this Enrollment, by providing notice by email and a reasonable
opportunity for Enrolled Affiliate to object to the correction. Clerical errors include minor
mistakes, unintentional additions and omissions. This provision does not apply to material
terms, such as the identity, quantity or price of a Product ordered.
j. Verifying compliance. Microsoft may, in its discretion and at its expense, verify compliance
with this Enrollment as set forth in the Enterprise Agreement.
3. Pricing.
a. Price Levels. For both the initial and any renewal term Enrolled Affiliate’s Price Level for all
Products ordered under this Enrollment will be Level “D” throughout the term of the Enrollment.
b. Setting Prices. Enrolled Affiliate’s prices for each Product or Service will be established by its
Reseller. Except for Online Services designated in the Product Terms as being exempt from
fixed pricing, As long as Enrolled Affiliate continues to qualify for the same price level,
Microsoft’s prices for Resellers for each Product or Service ordered will be fixed throughout the
applicable initial or renewal Enrollment term. Microsoft’s prices to Resellers are reestablished
at the beginning of the renewal term.
4. Payment terms.
For the initial or renewal order, 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.
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.
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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 as
of the Expiration Date plus a 3% administrative fee for up to one year. If Enrolled
Affiliate wants an Extended Term, Enrolled Affiliate must submit a request to Microsoft
at least 30 days prior to the Expiration Date.
2) Cancellation during Extended Term. At any time during the first 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
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
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EA20201EnrGov(US)SLG(ENG)(Oct2019) Page 7 of 10
Document X20-10635
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.
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EA20201EnrGov(US)SLG(ENG)(Oct2019) Page 8 of 10
Document X20-10635
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
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/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 Rancho Palos Verdes
Contact name* First Lukasz Last Buchwald
Contact email address* lbuchwald@rpvca.gov
Street address* 30940 Hawthorne Blvd
City* Rancho Palos Verdes
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EA20201EnrGov(US)SLG(ENG)(Oct2019) Page 9 of 10
Document X20-10635
State* CA
Postal code* 90275-5351
(Please provide the zip + 4, e.g. xxxxx-xxxx)
Country* United States
Phone* 310-544-5311
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.
Same as primary contact (default if no information is provided below, even if the box is not
checked).
Contact name* First Last
Contact email address*
Street address*
City*
State*
Postal code* -
(Please provide the zip + 4, e.g. xxxxx-xxxx)
Country*
Phone*
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 Last
Contact email address*
Phone*
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* Dell Inc.
Street address (PO boxes will not be accepted)* One Dell Way
City* Round Rock
State* TX
Postal code* 78682
Country* United States
Contact name* Government Contract Admin
Phone* 847-465-3700
Contact email address* US_MS_VL_Admin@Dell.com
* indicates required fields
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EA20201EnrGov(US)SLG(ENG)(Oct2019) Page 10 of 10
Document X20-10635
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
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, 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.
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ProgramSignForm(MSSign)(NA,LatAm)ExBRA,MLI(ENG)(May2020) Page 1 of 2
Document X20-12883
Program Signature Form
MBA/MBSA number 5-0000010710048
Agreement number 8084445
Note: Enter the applicable active numbers associated with the documents below. Microsoft requires the
associated active number be indicated here, or listed below as new.
For the purposes of this form, “Customer” can mean the signing entity, Enrolled Affiliate,
Government Partner, Institution, or other party entering into a volume licensing program agreement.
This signature form and all contract documents identified in the table below are entered into between
the Customer and the Microsoft Affiliate signing, as of the effective date identified below.
Contract Document Number or Code
<Choose Agreement> Document Number or Code
<Choose Agreement> Document Number or Code
<Choose Agreement> Document Number or Code
<Choose Agreement> Document Number or Code
<Choose Agreement> Document Number or Code
Enterprise Enrollment X20-10635
<Choose Enrollment/Registration> Document Number or Code
<Choose Enrollment/Registration> Document Number or Code
<Choose Enrollment/Registration> Document Number or Code
<Choose Enrollment/Registration> Document Number or Code
Amendment M97 (New)
Amendment M325 (New)
Product Selection Form 2524307.006
Document Description Document Number or Code
Document Description Document Number or Code
By signing below, Customer and the Microsoft Affiliate agree that both parties (1) have received, read
and understand the above contract documents, including any websites or documents incorporated by
reference and any amendments and (2) agree to be bound by the terms of all such documents.
Customer
Name of Entity (must be legal entity name)* City of Rancho Palos Verdes
Signature*
Printed First and Last Name*
Printed Title
Signature Date*
Tax ID
* indicates required field
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1■ Microsoft Volume Licensing
ProgramSignForm(MSSign)(NA,LatAm)ExBRA,MLI(ENG)(May2020) Page 2 of 2
Document X20-12883
Microsoft Affiliate
Microsoft Corporation
Signature
Printed First and Last Name
Printed Title
Signature Date
(date Microsoft Affiliate countersigns)
Agreement Effective Date
(may be different than Microsoft’s signature date)
Optional 2nd Customer signature or Outsourcer signature (if applicable)
Customer
Name of Entity (must be legal entity name)*
Signature*
Printed First and Last Name*
Printed Title
Signature Date*
* indicates required field
Outsourcer
Name of Entity (must be legal entity name)*
Signature*
Printed First and Last Name*
Printed Title
Signature Date*
* indicates required field
If Customer requires additional contacts or is reporting multiple previous Enrollments, include the
appropriate form(s) with this signature form.
After this signature form is signed by the Customer, send it and the Contract Documents to Customer’s
channel partner or Microsoft account manager, who must submit them to the following address. When
the signature form is fully executed by Microsoft, Customer will receive a confirmation copy.
Microsoft Corporation
Dept. 551, Volume Licensing
6880 Sierra Center Parkway
Reno, Nevada 89511
USA
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Dell Customer Communication - Confidential#
DELL SHI
Product Description Mfg#Quantity Annual Price Annual Price
Visual Studio Pro with GitHub ALng SA QEK-00003 1 $302.05 $304.88
Win Remote Desktop Services CAL ALng SA UCAL 6VC-01254 20 $466.00 $470.40
SQL CAL ALng SA User CAL 359-00961 75 $2,769.00 $2,795.25
SQL Server Standard ALng SA 228-04433 2 $317.58 $320.56
Win Server DC Core ALng SA 2L 9EA-00278 18 $2,228.22 $2,248.92
Win Server Standard Core ALng SA 2L 9EM-00270 8 $152.00 $153.44
Total Year 1 Payment $6,234.85 $6,293.45
Visual Studio Pro with GitHub ALng SA QEK-00003 1 $302.05 $304.88
Win Remote Desktop Services CAL ALng SA UCAL 6VC-01254 20 $466.00 $470.40
SQL CAL ALng SA User CAL 359-00961 75 $2,769.00 $2,795.25
SQL Server Standard ALng SA 228-04433 2 $317.58 $320.56
Win Server DC Core ALng SA 2L 9EA-00278 18 $2,228.22 $2,248.92
Win Server Standard Core ALng SA 2L 9EM-00270 8 $152.00 $153.44
Total Year 2 Payment $6,234.85 $6,293.45
Visual Studio Pro with GitHub ALng SA QEK-00003 1 $302.05 $304.88
Win Remote Desktop Services CAL ALng SA UCAL 6VC-01254 20 $466.00 $470.40
SQL CAL ALng SA User CAL 359-00961 75 $2,769.00 $2,795.25
SQL Server Standard ALng SA 228-04433 2 $317.58 $320.56
Win Server DC Core ALng SA 2L 9EA-00278 18 $2,228.22 $2,248.92
Win Server Standard Core ALng SA 2L 9EM-00270 8 $152.00 $153.44
Total Year 3 Payment $6,234.85 $6,293.45
TOTAL SECTION 1 YEARS 1 - 3 $18,704.55 $18,880.35
Product Description Mfg#Quantity Annual Price Annual Price
Azure Active Directory Premium P2 GCC Sub Per User (Entra ID 2)MQN-00001 80 $6,422.40 $6,493.60
Exchange Online P2 GCC Sub Per User 3NS-00003 80 $5,712.00 $5,769.60
M365 G3 Unified FSA GCC Sub Per User AAD-34700 120 $38,563.20 $38,973.60
M365 G3 Unified FUSL GCC Sub Per User AAD-34704 20 $7,560.00 $7,641.40
Power Automate GCC Sub Per User SFR-00001 1 $157.68 $159.20
M365 G5 Security GCC Sub Per User 8ZZ-00001 140 $17,656.80 $17,830.40
Total Year 1 Payment $76,072.08 $76,867.80
Azure Active Directory Premium P2 GCC Sub Per User (Entra ID 2)MQN-00001 80 $6,422.40 $6,493.60
Exchange Online P2 GCC Sub Per User 3NS-00003 80 $5,712.00 $5,769.60
M365 G3 Unified FSA GCC Sub Per User AAD-34700 120 $38,563.20 $38,973.60
M365 G3 Unified FUSL GCC Sub Per User AAD-34704 20 $7,560.00 $7,641.40
Power Automate GCC Sub Per User SFR-00001 1 $157.68 $159.20
M365 G5 Security GCC Sub Per User 8ZZ-00001 140 $17,656.80 $17,830.40
Total Year 2 Payment $76,072.08 $76,867.80
Azure Active Directory Premium P2 GCC Sub Per User (Entra ID 2)MQN-00001 80 $6,422.40 $6,493.60
Exchange Online P2 GCC Sub Per User 3NS-00003 80 $5,712.00 $5,769.60
M365 G3 Unified FSA GCC Sub Per User AAD-34700 120 $38,563.20 $38,973.60
M365 G3 Unified FUSL GCC Sub Per User AAD-34704 20 $7,560.00 $7,641.40
Power Automate GCC Sub Per User SFR-00001 1 $157.68 $159.20
M365 G5 Security GCC Sub Per User 8ZZ-00001 140 $17,656.80 $17,830.40
Total Year 3 Payment $76,072.08 $76,867.80
TOTAL SECTION 2 YEARS 1 - 3 $228,216.24 $230,603.39
Total Annual Payment Yr 1 $82,306.93 $83,161.25
Total Annual Payment Yr 2 $82,306.93 $83,161.25
Total Annual Payment Yr 3 $82,306.93 $83,161.25
Grand Total $246,920.79 $249,483.74
Section 2- Monthly Subscriptions
Section 1 - Licenses and Software Assurance
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