HomeMy WebLinkAboutC-8636-1 - Software License AgreementMicrosoft Volume Licensing
Program Signature Form
MBA/MBSA number 5-0000005377457
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
<Choose A reement>
Numberor Code
Document Number or Code
<Choose A reement>
Document Number or Code
<Choose A reement>
Document Number or Code
<Choose A reement>
Document Number or Code
<Choose A reement>
Document Number or Code
Enterprise Enrollment
X20-10635
<Choose EnrollmenVRe istration>
Document Number or Code
<Choose Enrollment/Re istration>
Document Number or Code
<Choose Enrollment/Re istration>
Document Number or Code
<Choose Enrollment/Re istration>
Document Number or Code
Amendment
M97 New
Product Selection Form
0922573.005 New
Document Descri tion
Document Number or Code
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.
Name of Entity (mustbe le al entity name)* City of Newport Beach
Signature* �/���-
Printed First and Last Name* 4;a,71 lar 0>tAti
Printed Title 14fa "K
Signature Date*
Tax ID
indicates required field A'REBT:
c
APPROVED AS TO FORM: r
CITY ATTORNEY'S OFFICE
LellanI I. B�r, jity Clerk
yAaron C. Harp— City Attorney Bate: l --
ProgramSignForm(MSSign)(NA,LatAm)ExBRA(ENG)(Oct2019)
Page 1 of 2
Document X20-12845
0
Fr,
o"
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)
Name of Entity (must be legal entity name)*
Signature*
Printed First and Last Name*
Printed Title
Signature Date*
* indicates required field
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
6100 Neil Road, Suite 210
Reno, Nevada 89511-1137
USA
Program Sign Form (MSSign)(NA,LatAm)ExBRA(ENG)(Oct2019) Page 2 of 2
Document X20-12845
Microsoft
Enterprise Enrollment
Enterprise Enrollment number
(Microsoft to complete)
Previous Enrollment number
(Reseller to complete)
Volume Licensing
Framework ID
(if applicable)
State and Local
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 EnroUment. This Enrollment
may only be entered into under a 2011 or later Enterprise Agreement. By erring into this Enrollment,
Enrolled Affiliate agrees to be bound by the terms and conditions of the Enterprise Agreement.
All terms used but not defamed am located at http://www.microsoft.conVlicensing/contracts. to 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. tf 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.
EA20201 EnrGov(US)SLG(ENG)(0ct2019) Page 1 of 10
Document X20-10635
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) Spe, ,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
deployed configuration as a r° I purpose pers
multi -function server, or,,, Ily viable sub
industry or task -s J rom
a point of sale p ,w usy RrogramR
Microsoft .,sure or third -party softwar?a.,
processing, s reads heeis, data n vor, of
then the desktop functions: (1) may only be
functionality; and (2) must be technically integ'
enforced policies or architecture to operate only w
eanS�►�jtiiseable in its
F
rtputirtgwmputer), a
it one of t logs an
or
ertortns" ( as:rrtl," word
rows : firftj, r penal finance),
14m industry Program
.,tr:#trgram dr'employ technically
d*kh°the,1ndu*y'Program functionality.
"Managed Device" means any device on which any AffiFiate -in the Enterprisedirectly or indirectly controls
one or more operating system environments. Examples of Managed Devices can be found in the Product
Terms.
"QualifiedDevice" 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.
EA20201 EnrGov(US)SLG(ENG)(0ct2019) Page 2 of 10
Document X20-10635
"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 thelicense Type, vrith.one or more
Enterprise Products or a mix of Enterprise Product and tine corresponding Enterprise
Online Servkms {as long as all Qualified Devices not covered by.a Lk se are,on)y used
by users covered with a user License}_
(n) Enterprise Online Services ofdy. If noEnterprise 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.
EA20201 EnrGov(US)SLG(ENG)(0ct2019) Page 3 of 10
Document X20-10635
(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 4igme, for true -up in the Product
Terms, Enrolled Affiliate may place a reservation order W#tre additional Licenses prior to
use and payment may be deferred until the Next true -up mei°-crosoft will provide a
report of Reserved Licenses ordered taut not ffiliate and its
Reseller. Resetared Licenses will be d mitinwhich they
were order -
(iv) Su ease reductosirt E_nrokie�l e of
S Licenses at *61. Pu Wnt'an
Yrasis
permitfed in the Produdtleit sT, , K ollows
�<
1) For Subscription License; ale pa`j of a purr"e� Licenses may
be reduced if the total qua �,rt ssurGice`for an applicable
group meets or exceeds the'5 , ryai flevices and Qualified Users (if
ordering user -based Licenses) ifified on tate 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
EA20201EnrGov(US)SLG(ENG)(0ct2019) Page 4 of 10
Document X20-10635
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 correctionu '"Clerical errors include minor
mistakes, unintentional additions and omissions., This sict does not apply to material
terms, such as the identity, quantity or price of a Product
Veli n compliance. Microsoft may,
j. r�fyig p y, ips,i ani° e, ve{tf�r compliance
with this Enrol set forth in the Ag
F
n i
�r"cstE 7 �5
3. Pricing.
a. e Levels. for bo'ih then.aridny renewsal to �rtflAffifiate's Pace..Level for all
Products ordel`ed under this �Enrol� y�All be the tt� of ttie Enrollment.
b. Setting Prices. Enrolled Affiliate's pr ,{fcw" t Pt uc �rSeririce WffI be established by its
Reseller. Except for Online Services des;tgrrated '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.
EA20201 EnrGov(US)SLG(ENG)(0ct2019) Page 5 of 10
Document X20-10635
6.
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 fime during the first year of the
Extended Term, Enrolled Affiliate may terminate:the:,fztended Term by submitting a
notice of cancellation to Microsoft for each Orkirrwe ; _Thereafter, either party
may terminate the Extended Term by ptovidin 4be a ftotice of cancellation
for each Online Service. Cancellatr0 w9l be', m onth following
30 days `" icrosoft has receWd or issued-
(iii) Subscr es and OnEme Services MrM If
Enr elects got r nernt; 41pe4s a as
Of the Ira -ph, An�raass�aated meds �s n and
Enrolled Affiliate's EN rpris6 `�rwrst draeq rtue p `soft y ret esf written
certification to verify comp" Hari = � �� `,
r II n_Y ti_. 4,
d. Termination for cause. Any termrna b 16r curse of ttiis ri�(Iment �nrihl be subject to the
"Termination for cause" section of the `rrt 1n add+"ttior, it shall be a breach of this
Enrollment if Enrolled Affiliate or any Y'ffrliate 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.
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
EA20201 EnrGov(US)SLG(ENG)(0ct2019) Page 6 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.
EA20201 EnrGov(US)SLG(ENG)(Oct2019) Page 7 of 10
Document X20-10635
s �4
t
EA20201 EnrGov(US)SLG(ENG)(Oct2019) Page 7 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 Affiiiateand all Affiliates, with following Affiiiate(s)'exduded
Yr
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)*
Contact name* First Last
Contact email address*
Street address*
City*
EA20201EnrGov(US)SLG(ENG)(0ct2019) Page 8 of 10
Document X20-10635
State*
Postal code* -
(Please provide the zip + 4, e.g. xxxxx-xxxx)
Country*
Phone*
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*
w
Phone* , , _4 �
Language pref Choose the Inge for
❑ This qr ri, party (notlift enrolled Aff ngk,.receives
personals informat►ori of ttie,torFer aad its, 7
* indicates a., fired BeOds f K
C. Online SeNiees Manager. This' oitita t°is a he,Onl .Services ordered
under the Enrollment and (for apor relissign 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
EA20201 EnrGov(US)SLG(ENG)(0ct2019) Page 9 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*
inaicares requirea r1elas
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) cor�act a'y
3. ikl V]
Financingla s
Is a purchase under ti�,i5 E3�rotlmerit being ftnan66d,thr6ugh MS
If a purchase under this Enrollment is financed tirotu h WfirtAnci` 1, andjEt Ilei Afhiiate chooses not to
finance any associated taxes, it must pay thesecjrt_
EA20201 EnrGov(US)SLG(ENG)(0ct2019) Page 10 of 10
Document X20-10635
Amendment to Contract Documents
Enrollment Number
Volume Licensing
5-0000005377457
This amendment ("Amendment") is entered into between the parties identified on the attached program
signature form. It amends the Enrollment or Agreement identified above. All terms used but not defined
in this Amendment will have the same meanings provided in that Enrollment or Agreement.
Enterprise Enrollment (Indirect)
Invoice for Quoted Price
Amendment ID M97
The price quoted to Enrolled Affiliate's Reseller is a fixed price based on an estimated order submission
date. Microsoft will invoice Enrolled Affiliate's Reseller based on this foxed price quote. If this order is
submitted later than the estimated order submission date, Enrolled Af Bates Reseder will be charged
for net new Monthly Subscriptions (including Online Services) for the period during which these services
were not provided. Pricing to Enrolled Affiliate is agreed between Enrolled Affiliate and Enrolled
Affiliate's Reseller.
SKU Number
SKU Description
Existing Quantity
Incremental
quantities
AAA -11924
O365GCCE3fromSA ShrdSvr
365
ALNG SubsVL
0
MVL PerUsr
AAA -12414
CoreCALBridgeO365 ALNG
80
SubsVL MVL
0
PerUsr
AAA -12416
CoreCALBridgeO365FromSA
0
570
ALNG SubsVL
MVL PerUsr
U4S-00002
O365GCCE1 ShrdSvr ALNG
0
285
SubsVL MVL
PerUsr
3KS-00001
O365GCCF3 ShrdSvr ALNG
0
400
SubsVL MVL
PerUsr
AmendmentApp v4.0
M97
Page 1 of 2
SKU Number SKU Description Existing Quantity Incremental
quantities
Except for changes made by this Amendment, the Enrollment or Agreement identified above remains
unchanged and in full force and effect. If there is any conflict between any provision in this Amendment
and any provision in the Enrollment or Agreement identified above, this Amendment shall control.
This Amendment must be attached to a signature form to be valid.
Microsoft Internal Use Onlv:
(M97)EnrAmend(lnd)(InvoiceforQuotedPrice)(
M97
B
ENG Dec2019 IU .docx
AW
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AmendmentApp v4.0 M97 B
Page 2 of 2
Enterprise Enrollment Product Selection Form
Proposal ID
0922573.005
Language: English (United States)
Microsoft I Volume Licensing
Enrollment Number
Enrolled Affiliate's Enterprise Products and Enterprise Online Services summary for the initial order:
Profile
Qualified
Qualified Users
Device / User
Enterprise Product Platform
CAL Licensing Model
365
Devices
Client Access License
Ratio
Additional Product Server Pool: Unless otherwise indicated in associated contract documents, Price level set using the
Bridge for Office 365
Enterprise
650
650
1.0
Yes
User Licenses
Products
Enterprise Quantity
Office 365 Plans
2
0365 GCC E1
285
Office 365 Plan E3 USL
365
Client Access License (CAL)
Client Access License
Core CAL
Additional Product Server Pool: Unless otherwise indicated in associated contract documents, Price level set using the
Bridge for Office 365
80
Core CAL Bridge for Office 365 From SA
570
Desktop
E3 and E5) + Microsoft 365
Windows Enterprise OS Upgrade
530
Enrolled Affiliate's Product Quantities:
Price Group
1
2
3
4
Enterprise Products
Office Professional Plus + Office
Client Access License +
Client Access License
Win E3 + Win E5 +
Additional Product Server Pool: Unless otherwise indicated in associated contract documents, Price level set using the
365 ProPlus + Office 365 (Plans
Office 365 (Plans E1, E3
+ Windows Intune +
Win VDA + Microsoft
E3 and E5) + Microsoft 365
and E5) + Microsoft 365
EMS USL + Microsoft
365 Enterprise
Enterprise
Enterprise
365 Enterprise
Quantity
365
650
0
530
Enrolled Affiliate's Price Level:
Product Offering / Pool
Price Level
Enterprise Products and Enterprise Online Services USI -s: 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
CTM
Page 1 of 2
MS Quote
Enterprise Enrollment Product Selection Form Microsoft I Volume Licensing
NOTES
Unless otherwise indicated in the associated contract documents, the price level for each Product offering / pool is set as described above, based
upon the quantity to price level mapping below:
Quantity of Licenses and Software Assurance
Price Level
2,399 and below
A
2,400 to 5,999
B
6,000 to 14,999
C
15,000 and above
p
Note 1: Enterprise Online Services may not be available in all locations. Please see the Product List for a list of locations where these may be
purchased.
Note 2: Unless otherwise indicated in associated Agreement documents, the CAL selection must be the same across the Enterprise for each
Profile.
Note 3: Enrolled Affiliate acknowledges that in order to use a third party to reimage the Windows Operating System Upgrade,Enrolled Affiliate must
certify that it has acquired qualifying operating system licenses. The requirement applies to Windows Enterprise OS Upgrade.See Product Terms
or details.
Note 4: If Enrolled Affiliate does not order an Enterprise Product or Enterprise Online Service associated with an applicable Product pool, the price
level for Additional Products in the same pool will be price level "A" throughout the term of the Enrollment. Refer to the Qualifying Government Entity
Addendum pricing provision for more details on price leveling.
Note 5: Bridge CAL, Office 365 Plan E3 Add Ons, EMS Add Ons, Windows Ent SA Per User Add Ons, and Enterprise Cloud Suite Add On
quantities are not included for Price Leveling, as License quantities are determined by the corresponding Enterprise Online Service(s).
CTM
Page 2 of 2
MS Quote