"Trade Secret" means information that is not generally known or readily ascertaineble to the public, has economic value as a result, and has been subject to reasonable steps under the circumstances to maintain its secrecy;
"use" or "run" means to copy, install, use, access, display, run or otherwise Interact with; "Volume Liçensing Site" means |ittp://www.microsoft.com/licensing/contracts or a successor site.
2. Services, The precise scope of the Professional Services will be specified in a Stalement of Services.
Customer or any of Customer's Affiliates may enter into Statements of Services under this Amendment with Microsoft's local Affillates. Microsoft's ability to deliver the Professional Services depends upon Customer's full and limely cooperation, as well as the accuracy and completeness of any information Customer provides. ! This Agreement does not obligate either party or its Affiliates to enter into any Statements of Services.
3. Use, ownership, rights and restrictlons.
a. Products. Unless otherwise specified in the Enroltmant, use of any Product is governed by the Use Rights specific to each Product and version and by the terms of the applicable license agreement. b. Fixes and Services Deliverables.
1. Fixes, Each Fix Is Icensed under the same terms as the Product to which It applies. Ifthe Fix is not provided for a specific Product, any use terms Microsoft provides with the Fix will lI. Pre-Existing Work. All rights in Pre-Existing Work will remain the sole properly of the part providing the Pre-Exsting Work. Each party may use, reproduce and modify the othe Darie Pre-Exating Work only es needed to pericrm abllgations retated to Professional III. Services Deliverables. Upon payment in fuil, Microsoft grants Customer a non-axclusive, non-transferable, perpetual licanse to reproduce, use and modily the Services Deliverables Solen menustomer's internal business purposes, subjact to the tarms and conditions in this AmendmentApp v4.0 CTM-FWK-CTC-AGR BD
g. Supportability of Products. Support for Products Is available under the terms of a licensing agreement, separale Stalement of Services or under the lemms set http:#/supporl.microsofl.com or a successor site.
4. Confidentiality. Subject to the requirements of Customer's public records and trade secret laws (if any):
party's business, products or services.
Each parly will take reasonable steps to protect the other's Confidential Information and will use the other parly's Confidential Information only for purposes of the parties' business relationship, Neither party will disclose that Confidential Information to third parties, except to its employees, Affiliates, contractors, advisors, and consuftants (collectively "Representalives") and then only on a need-to-know basis, under non-disclosure obligations at least as protective as this Agreement. Each party remains responsible for the use of the Confidential Information by its Representatives and, in the event of discovery of any unaulhorized use or disclosure, must promptly nolify the other parly.
A parly may disclose the other party's Confidential Information if required by law; but only after It notifies the other party (if legally permissible) to enable the other party to seek a protective order.
Neither party is required to restrict work assignments of its representatives who have had access to Confidential Information. Each party agreas that use of information In representatives' unaided memorles in the development or deployment of the partles' respective products or services does not create liabllity under this Amendment or Trade Secret law, and each parly agrees to limit what it discloses to the other accordingly.
These obligations apply for a period of five years after the confidential information Is received.
5. Compliance with applicable laws, privacy and security. a. Customer consents to the processing of personal information by Microsoft and its agents to facilitate the subject metter of this Amendment. Customer will obtain all required consents from third parties (including Customer's contacts, resellers, distribulors, administrators, and employees) under applicable privacy and data protection law before providing personal information to Microsoft. c. U.S. Export. Microsoft Products, Fixes and Services Deliverables are subject to U.S. expo urisdiction. Customer must comply with all applicable international and national laws, including th J.S. Export Administration Regulations, the International Traffic In Arms Regulations, and end-usel and us and destination restrictions by U.S, and other governments relaled to Microsoft Products services, and technologies.
6. Warrantles.
AmendmentApp ·4.0 CTM-FWK-CTC-AGR BD
7. Defense of third-party claims,
To the extent not prohibited by applicable law, the parties will defend each olher against the third-parly claim:
described in this section and will pay the amount of any resulting adverse final judgment or approver settlement, but only if the defending party is promptly nolified in writing of the claim and has the right to control the defense and any settlement of it (subject to (subject to 28 U.S.C. § 516 is Customer is a Federal Government agency). The parly being deferded must provide the defending perly with all requested assistance, Information and authorily. The defending party will reimburse the other parly for reasonable out- of-pocket expenses it incurs in providing assistance. This section describes the parties' sole remedies and entire liability for such claims.
a. By Microsoft. Microsoft will defend Customer against any third-parly claim to the extent It alleges that any Fix or Services Deliverable made available by Microsoft for a fee and used within the scope of Section 3 of this Amendment (unmodified from the form provided by Microsoft and not combined with anything else) misappropriates a trade secret or directly infringes a patent, copyright, or trademark or olher proprietary right of a third parly. If Microsoft Is unable to resolve a claim of Infringement under commercially reasonable terms, it may, at its option, either (1) modify or replace the Fix or Services Deliverable with a functional equivalent; or (2) terminate Customer's license and refund any fees pald for such Fixes) and Services Deliverables). Microsoft will not be liable for any cialms or damages due to Customer's continued use of a Product, Fix or Services Deliverable after being notified to stop due to a third-parly claim. b. By Customer. To the exlent permilled by applicable law, Customer will defend Microsoft against any third-parly claim to the exlent it alleges that Customer's use of any Fix or Services Deliverable alone or in combination with anything else, violates the law or damages a third party. c. Notwithstanding the foregoing, Microsoft's rights set forth in this section (and the rights of the third parly claiming Infringement) shall be governed by the provisions of 28 U.S.C. § 1498, If Customer is a Federal Government agency,
8. Limitations of Ilabllity.
ach parly's maximum, aggregate liability to the olher is limited to direct damages finally awarded i n amount not to exceed the amounts Customer was required to pay for the applicable Statement c Services, subject to the following.
b. Exclusions. In no event will elther party be liable for any Indirect, incidental, special, or revenuo, or eruption or busine,s, horever caused or on any ties of mility: 1058 :
c. Exceptions, No limitation or exclusions will apply to liability arising out of either parly's (1) confidentiality obligations (except for all liability related to Customer Data, which will remain subject Amendmen/App v4,0 CTM FWK-CTC-AGR BD
to the limitations and exclusions above); (2) defense obligations; or (3) violation of the other party's intellectual property rights.
8. Term and termination. This Amendment will remain in effect until terminated. ustomer may terminate a Statement of Services upon 30 days' notice. Either party to the Statement, ervices may terminate it if the other party is in material breach or default of any obligation that is not cure fails to pay any invoice that Is more than 60 days outstanding.
Services, Customer's interests in the Services Deliverables will vest.
10. Miscellaneous.
a. Notices. Notices must be sent to the address on the signature page of this Amendment or on an applicable Statement of Services. All nolices, aulhörizations, and requests given or made ir Slown on the retum receipt or on the out or far confirmal on of elvery Microse may prote ineration to somering by email contes prodid by the customer is i series, as dellvered on the transmission date.
b. Applicable law; dispute resolution. This Amendment together with the applicable Statement o Services will be governed by the laws set forth In the Agreement c. Severabllity. If any provision of this Amendment is held to be unenforceable, the balance of the Amendment will remain in full force and effect
d. Walver. Failure to enforce any provision of this Amendment will not constitute a waiver. Any waiver must be made in writing and signed by an authorized representative of the waiving parly. e. Survival. All provisions survive termination or expiration of this Amendment, except those requiring performance only during the term of a Statement of Services. f. Microsoft as Independent contractor. The parties are independent contractors. Customer anc Microsoft each may develop products Independently without using the olhers Confidential Informetion.
g. Use of contractors. Microsoft may use contractors to perform Professional Services but will be responsible for their performance subject to the terms of this Amendment. i
coverage on request.
Model are procer y opini and other i rectual property nil, laws an premainal AmendmenlApp v4.0 CTM-FWK-CTC-AGR BD
%. Professional Services payment terms. Customer agrees to pay all fees In a Statement of Services within 30 days of the date of Microsoft's invoice unless the Statement of Services provides otherwise.
Microsoft may essess a finance charge of the lesser of 18% per annum, accrued, calculated and ayable monthly or the highest amount allowed by law on all past due amounts due to Microso licrosoft will have no obligation to continue to provide Professional Services if Customer fails make timely payment.
Taxes. If any amounts are lo be paid fo Microsoft,
Customer stall paral alue aided, goods and series, sales, dras recision her taxes and for all other taxes that It is legally obligated lo pay, including any taxes that arise on the distribution of provision of Professional Services by Customer to its Affiliates. Microsoft shall be ol taxes on foole or profa, a as a ond crost properly ones receipts faxes imposed in lieu If any taxes are required to be withheld on payments made to Microsoft, Customer may deduct such taxes from the amount owed and pay them to the appropriate taxing authority; provided however, m. No third-parly heneficiaries. This Amendment does not create and third-party beneficiary rights.
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 belween any provision in this Amendmen! 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 Only:
_Consulling Services Amendment for EA CTM CTM.FWK-CTC-AGR Attach.docx
AmendmenlApp v4.0 CTM-FWK-CTC-AGR BD
AGREEMENT # ITARC-00931
LICENSED SUPPORT PROVIDER (LSP)
AGREEMENT No. ITARC-00931
For
MICROSOFT PRODUCTS AND SERVICES
UNDER MICROSOFT EA NO. 8084445
BETWEEN
COUNTY OF RIVERSIDE
And
CRAYON SOFTWARE EXPERTS LLC.
This Agreement is entered between the COUNTY OF RIVERSIDE. a political subdivision of the State of California. (herein referred to as "COUNTY"), and Crayon Software Experts LLC., a Delaware Limited Liability Company authorized to conduct business in the State of California (herein referred to as "LSP") of Microsoft Licensing Solution Provider. effective from November 01.2024 and continues in effect through October 31. 2027, based on LSP's response to RFQ no. ITARC-532 for Microsoft products and services under Microsoft EA no. 8084445. The parties agree as follows:
1. All Terms and Conditions of this Agreement No. ITARC-00931 shall govern purchase of Microsoft products and services under Microsoft EA no. 8084445 by County through the LSP.
2. Period of Performance:
This Agreement shall be effective from November 01.2024 and continues in effect through October
31. 2027. with the option to renew for an additional three-year period expiring on October 31. 2030. with no obligation by the County of Riverside to purchase any specified amount of goods or services.
In addition. the County may at any time choose to transfer the enrollment from one LSP to another LSP pursuant to the transfer terms set by Microsoft.
The period of performance for the enrollment with the LSP may be for up to a three-year term with the option to renew the enrollments with contracted LSP through the LSP contract expiration date.
3. Compensation
The COUNTY shall pay the LSP for products at the cost as stated in Exhibit A. incurred in accordance with the terms of this Agreement. The COUNTY is not responsible for any fees or costs incurred above or beyond the contracted amount and shall have no obligation to purchase any specified amount of services or products.
Non-Appropriations: The COUNTY obligation for payment of this Agreement beyond the current fiscal year end is contingent upon and limited by the availability of COUNTY funding from which payment can be made. and invoices shall be rendered "monthly" in arrears. In the State of California.
Government agencies are not allowed to pay excess interest and late charges, per Government Codes.
Section 926.10. No legal liability on the part of the COUNTY shall arise for payment beyond June 30 of each calendar year unless funds are made available for such payment. In the event that such 1 Revision 1/06/2021
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AGREEMENT # ITARC-00931
funds are not forthcoming for any reason. COUNTY shall immediately notify CONTRACTOR in writing: and this Agreement shall be deemed terminated. have no further force. and effect.
4. Hold Harmless/Indemnification:
7.1 LSP shall indemnity and hold harmless the County of Riverside. its Agencies. Districts.
Special Distriets and Departments, their respective directors. officers. Board of Supervisors. elected and appointed officials. employees. agents and representatives (individually and collectively hereinafter referred to as Indemnitees) from any liability, action. claim or damage whatsoever. based or asserted upon any services, or acts or omissions. of LSP. its officers. employees. subcontractor. agents or representatives arising out of or in any way relating to this Agreement, including but not limited to properly damage, bodily injury, or death or any other clement of any kind or nature. LSP shall defend the Indemnitees at its sole expense including all costs and fees (including, but not limited. to attorney fees. cost of investigation. defense and settlements or awards) in any claim or action based upon such acts. omissions or services.
With respect to any action or claim subject to indemnification herein by L.SP. LSP shall. at their sole cost. have the right to use counsel of their own choice and shall have the right to adjust. settle. or compromise any such action or claim without the prior consent of County: provided. however, that any such adjustment. settlement or compromise in no manner whatsoever limits or circumscribes LSP indemnification to Indemnitees as set forth herein.
4.3 L.SP obligation hereunder shall be satisfied when I.SP has provided to County the appropriate form of dismissal relieving county from any liability for the action or claim involved.
5. Termination:
5.1 County may terminate this Agreement without cause upon thirty (30) days written notice served upon the LSP stating the extent and effective date of termination.
5.2 County may. upon five (5) days written notice terminate this Agreement for LSP default. if L.SP refuses or fails to comply with the terms of this Agreement or fails to make progress that may endanger performance and does not immediately cure such failure. In the event of such termination. the County may proceed with the work in any manner deemed proper by County.
5.3 L.SP rights under this Agreement shall terminate (except for fees accrued prior to the date of termination) upon dishonesty or a willful or material breach of this Agreement by LSP: or in the event of LSP unwillingness or inability for any reason whatsoever to perform the terms of this Agreement.
6. Alteration or Changes to the Agreement
The Board of Supervisors and the County Purchasing Agent and/or his designee is the only authorized County representatives who may at any time. by written order. alter this Agrcement. If any such alteration causes an increase or decrease in the cost of, or the time required for the performance under this Agreement. an equitable adjustment shall be made in the Agreement price or delivery schedule. or both. and the Agreement shall be modified by written amendment accordingly.
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AGREEMENT # ITARC-00931
Notices
All correspondence and notices required or contemplated by this Agreement shall be delivered to the respective parties at the addresses set forth below and are deemed submitted two days after their deposit in the United States mail. postage prepaid:
COUNTY LSP
Riverside County Information Technology Crayon Software Experts. LLC Attr: Procurement Contract Specialist Attn: Candy Kareem 3450 14' Street 12221 Merit Drive, Suite 1400.
Riverside. CA 92501 Dallas. Texas. 75251
[email protected]
8. Insurance
Without limiting or diminishing the ISP'S obligation to indemnify or hold the COUNTY harmless.
LSP shall procure and maintain or cause to be maintained. at its sole cost and expense, the following insurance coverage's during the term of this Agreement. As respects to the insurance section only. the COUNTY herein refers to the County of Riverside. its Agencies. Districts. Special Districts. and Departments. their respective directors. officers. Board of Supervisors, employees. elected or appointed officials, agents. or representatives as Additional Insureds.
A. Workers' Compensation:
If the LSP has employees as defined by the State of California. the LSP shall maintain statutory Workers' Compensation Insurance (Coverage A) as prescribed by the laws of the State of California. Policy shall include Employers' Liability (Coverage B) including Occupational Disease with limits not less than $1.000.000 per person per accident. The policy shall be endorsed to waive subrogation in favor of The County of Riverside. Policy shall name the COUNTY as Additional Insureds.
B. Commercial General Liability:
Commercial General Liability insurance coverage. including but not limited to. premises liability. unmodified contractual liability. products and completed operations liability, personal and advertising injury. and cross liability coverage, covering claims which may arise from or out of LSP'S performance of its obligations hereunder. Policy shall name the COUNTY as Additional Insured. Policy's limit of liability shall not be less than $2.000.000 per occurrence combined single limit. If such insurance contains a general aggregate limit. it shall apply separately to this agreement or be no less than two (2) times the occurrence limit. Policy shall name the COUNTY as Additional Insureds.
C. Insurance Requirements for IT Contractor Services:
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LSP shall procure and maintain for the duration of the contract insurance against claims for injuries to person or damages to property which may arise from or in connection with the performance of the work hercunder by the LSP. its agents. representatives, or employees. LSP shall procure and maintain for the duration of the contract insurance claims arising out of their services and ineluding. but not limited to loss. damage. theft or other misuse of data. infringement of intellectual property. invasion of privacy and breach of data.
Cyber Liability Insurance, with limits not less than $2.000,000 per occurrence or claim. $2.000.000 aggregate. Coverage shall he suffieiently broad to respond to the duties and obligations as is undertaken by LSP in this agreement and shall include. but not limited to. claims involving infringement of intellectual property. including but not limited to infringement of copyright. trademark, trade dress, invasion of privacy violations. information theft. damage to or destruction of electronic information. release of private information. alteration of electronic information. extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations.
If the L.SP maintains broader eoverage and/or higher limits than the minimums shown above. the County requires and shall he entitled to the broader coverage and/or higher limits maintained by the 1.SP. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available 1o the County. Policy shall name the COUNTY as Additional Insureds.
D. General Insurance Provisions - All lines:
1) Any insurance carrier providing insurance coverage hereunder shall be admitted to the State of C'alifornia and have an A M BEST rating of not less than A: VIII (A:8) unless such requirements are waived. in writing. by the County Risk Manager. If the County's Risk Manager waives a requirement for a particular insurer such waiver is only valid for that specific insurer and only for one policy term.
2) The LSP must declare its insurance self-insured retention for each coverage required herein.
If any such self-insured retention exceeds $500.000 per occurrence each such retention shall have the prior written consent of the County Risk Manager before the commencement of operations under this Agreement. Upon notification of self-insured retention unacceptable to the COUNTY, and at the clection of the Country's Risk Manager. LSP'S carriers shall either: 1) reduce or eliminate such self-insured retention as respects this Agreement with the COUNTY. or 2) procure a bond which guarantees payment of losses and related investigations. claims administration. and defense costs and expenses. 3) I.SP shall cause LSP'S insurance carrier(s) to furnish the County of Riverside with either 1) a properly executed original Certificate(s) of Insurance and certified original copies of Endorsements effecting coverage as required herein. and 2) if requested to do so orally or in writing by the County Risk Manager. provide original Certified copies of policies 4 Rongn 1/6/2021
AGREEMENT # ITARC-00931
including all Endorsements and all attachments thereto. showing such insurance is in full force and effect. Further. said Certificate(s) and policies of insurance shall contain the covenant of the insurance carrier(s) that a minimum of thirty (30) days written notice shall he given to the County of Riverside prior to any material modification. cancellation. expiration or reduction in coverage of such insurance. If LSP insurance carrier(s) policies does not meet the minimum notice requirement found hercin. LSP shall cause LSP's insuranec carriers) to furnish a 30 day Notice of Cancellation Endorsement. 4) In the event of a material modification. cancellation. expiration, or reduction in coverage. this Agreement shall terminate forthwith. unless the County of Riverside receives, prior to such effective date. another properly executed original Certificate of Insurance and original copies of endorsements or certified original policies. including all endorsements and attachments thereto evidencing coverage's set forth herein and the insurance required herein is in full force and effect. I.SP shall not commence operations until the COUNTY has been furnished original Certificate (s) of Insurance and certified original copies of endorsements and if requested. certified original policies of insurance including all endorsements and any and all other attachments as required in this Section. An individual authorized by the insurance carrier to do so on its behalf shall sign the original endorsements for each policy and the Certificate of Insurance.
5) It is understood and agreed to by the parties hereto that the ISP's insurance shall be construed as primary insurance. and the COUNTY'S insurance and/or deductibles and/or self-insured retention's or self-insured programs shall not be construed as contributory. 6) If. during the term of this Agreement or any extension thereof. there is a material change in the scope of services: or. there is a material change in the equipment to be used in the performance of the scope of work: or. the term of this Agreement. including any extensions thereof. exceeds five (5) years: the COUNTY reserves the right to adjust the types of insurance and the monetary limits of liability required under this Agreement. if in the County Risk Management's reasonable judgment. the amount or type of insurance carried by the I.SP has become inadequate.
7) I.SP shall pass down the insurance obligations contained herein to all tiers of subcontractors working under this Agreement.
8) The insurance requirements contained in this Agreement may be met with a programs) of self-insurance acceptable to the COUNTY.
9) LSP agrees to notify COUNTY of any claim by a third party or any incident or event that may give rise to a claim arising from the performance of this Agreement.
9. General:
9.1 This Agreement. including any attachments or exhibits. constitutes the entire agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous representations. proposals, discussions and communications. whether oral or in writing. This Agreement may be changed or modified only by a written amendment signed by authorized representatives of both parties.
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9.2 This Agreement shall be governed by the laws of the State of California. Any legal action related to the performance or interpretation of this Agreement shall be filed only in the Superior Court of the State of California located in Riverside. California, and the parties waive any provision of law providing for a change of venue to another location. In the event any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable. the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way.
9.3 The following documents are attached to and incorporated into this Agreement:
xhibit A: Scope and pricing
xhibit B: LSP Reporting of Active Enrollment
Exhibit C: Microsoft LSP Participation Form.
Exhibit D: Microsoft EA Benefits for Government Agencies.
Exhibit E: Microsoft Enterprise Agreements and Amendments.
Microsoft Enterprise Agreement No. 8084445.
E2) Microsoft Select Plus Agreement No. 7756479.
E3) Amendments No. I - EA Custom Terms CTM (Document No. CTM-CPT-OPT-FWK) E4) Amendments No. 2- EA Custom Terms (Document No. CTM-FWK-CTC-AGR).
9.4 In the event of any conflict or inconsistency hetween the terms and conditions of this Agreement and any terms or conditions set forth in any of the attachments, purchase order(s), or other document relating lo the transactions contemplated by this Agrcement. the terms and conditions set forth in this Agrcement shall prevail.
9.5 This Agreement may he executed in any number of counterparts. each of which will be an original. but all of which together will constitute one instrument. Each party of this Agreement agrees to the use of electronic signatures. such as digital signatures that meet the requirements of the California Uniform Electronic Transactions Act (("CUETA") Cal. Civ. Code §$ 1633.1 to 1633.17). for executing this Agreement. The parties further agrce that the electronic signatures of the parties included in this Agreement are intended to authenticate this writing and to have the same force and elfect as manual signatures. Electronic signature means an electronic sound, symbol. or process attached to or logically associated with an electronic record and executed or adopted by a person with the intent to sign the electronie record pursuant to the CUETA as amended from time to time.
The CUETA authorizes usc of an electronic signature for transactions and contracts among parties in C'alifornia. including a government agency. Digital signature means an electronic identifier. created by computer. intended by the party using it to have the same force and effect as the use of a manual signature. and shall be reasonably relied upon by the parties. For purposes of this section, a digital signature is a type of "electronie signature" as defined in subdivision (i) of Section 1633.2 of the Civil Code.
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AGREEMENT # ITARC-00931
If the entity is a corporation, the signatures of two corporate officers (the president, vice president, secretary, assistant secretary, Chief Financial Officer (i.e. treasurer), or assistant treasurer) are required on the agreements. The signatures must be in the following combination: president or vice president and secretary. treasurer or CFO. For example, the signatures of a president and a vice president would be insufficient. If signed by a single corporate officer, a corporate resolution, authorizing the one officer to bind the corporation, signed by the Board of Directors of the corporation, is required. The corporate resolution must authorize the signatory to sign agreements on behalf of the corporation.
If the entity is a limited liability company (LLC), the signatory is authorized signer as set forth in LLCs operating agreement.
IN WITNESS WHEREOF, the Parties hereto have caused their duly authorized representatives to execute this Agreement.
COUNTY OF RIVERSIDE, a political CRAYON SOFTWARE EXPERTS, LLC subdivision of the State of California a Delaware Limited Liability Company authorized to conduct business in the State of California.
Chuck Wat Candy Kareem
By: By: Candy Karee (Jul 3, 2024 18:03 CDT)
Chuck Washingtor Name: Candy Kareem
Chair of the Board of Supervisors Title: Vice President, Finance Dated: 9/10/2024 Dated: - July 3, 2024
ATTEST:
Kimberly Rector
Clerk of the Board
APPROVED AS TO FORM:
Minh C. Tran
County Counsel
By:_
Paula Satendo
Deputy County Counsel
7/8|2024
Dated:
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SEP 20 202- 3.22
AGREEMENT # ITARC-00931
Exhibit A
Scope and pricing
LSP's Scone and responsibilities
1. The Licensed Support Provider (LSP) will resell all available Microsoft Licensed Support Provider (LSP) for Microsoft Master Microsoft Enterprise Agreement No. 8084445: Software Licensing.
Software Support. Cloud Services such as Azure, Industry Solutions Delivery (ISD) formerly Microsoft Consulting Services (MCS). Microsoft Unified Support and Microsoft incident response. Microsoft Select Plus Agreement No. 7756479.
The agreement with ISP as a I.SP of the Microsoft Products and Services under Microsoft EA No. 8084445 is available for use by the County of Riverside and governmental agencies within the State of California. The LSP will serve as the liaison between the political entity for enrollments under the Microsoft EA.
3. The I.SP agrees to extend the same pricing. terms, and eonditions to every political entity. special district. in the State of California. It is understood that other entities shall make purchases in their own name. make direct payment. and be liable directly to the LSP of their choosing: and County shall in no way be responsible to any LSP for other entities' purchases.
4. The LSP may remain the ISP for the Three 3-year duration of the Enrolled Affiliate's Enterprise Agreement Enrollment. All True-Ups during the 3-year enrollment (orders for new products, etc.) by Enrolled Affiliates are required to be submitted only through the Affiliate's selected LSP. Multiple LSP's cannot service a single Enterprise Agreement Enrollment. Enrolled Affiliate may at any time choose to transfer their current enrollment from one LSP to another LSP pursuant to the transfer terms set by Microsoft.
5. The Enrolled Affiliate shall work with the LSP to determine the annual payment, true-up commitment schedule defined in their enrollment.
6. Each Affiliate will communicate to the LSP the compensation terms applicable to their agreement.
7. The LSP will provide reports showing year to date annual spend according to Enrolled Affiliate's specifications. Frequency will he determined by each Enrolled Affiliate (ie: monthly. quarterly. etc.).
8. The LSP will provide reports of lieenses purchased and added on to enrollment according to Enrolled Affiliate's specifications. (Intended for an enrollment that has licenses for multiple agencies within a governmental body - ie county. city. etc.) Frequency will be determined by each Enrolled Affiliate (ie:
monthly. quarterly. etc.).
9. The ISP will provide. at the Enrolled Affiliate's request. a licensing portal that allows the tracking of licenses beyond the capabilities of the Microsoft VLSC. This portal will show, but not be limited to. all licenses on the current enrollment, quantities of said licenses. track licenses at department/agency levels. transfer licenses to and from each department/agency, and have reporting functionalities. 8 Reusion 16/202|
AGREEMENT # ITARC-00931
10. The LSP will provide training to the Enrolled Affiliate's Microsoft administrators on Microsoft portals such as the VLSC. Office 365. Azure, etc. within 30 days of receiving a purchase order for such products that introduce a new portal. LSP should outline what aspects of training they feel would be beneficial in their proposal.
11. The LSP will provide documentation to the Enrolled Affiliate within 90 days of when Microsoft has made a change to a license and advise of any grandfather or conversion rights within that same timeframe.
12. The LSP will provide a short synopsis of why an amendment is needed and the ramification of each amendment to an enrollment at the time of such amendment.
13. The I.SP will provide an updated price list on an annual basis or when Microsoft changes price point. whichever is sooner. in an Excel spreadsheet to the Enrolled Affiliate. This price list must capture. at minimum. the following categories for each product: SKU. product description. MSRP. NET (Level D). LSP's uplift and contracted unit price.
14. The LSP shall provide a list of enrollments. The list of enrollments is due 30 days after the contract signature and on January 15th of each calendar year during the agreement period. This list will include the agency name. contact person, email and phone number and annual spend. The intent of this is to track how many agencies within the State of California piggyback off of the Master Agreement.
15. The LSP will be charged 1.00% of the annual enrollment sales amount to leverage the Riverside County Master Microsoft Agreement No.8084445, and Select Plus Agreement No.7756479. which includes Software Licensing. Software Support. Cloud Services such as Azure. Industry Solutions Delivery (ISD). Microsoft Consulting Services (MCS). Microsoft Unified Support and Microsoft incident response. This administrative fee will be an annual fee. per enrollment inclusive of Affiliates Shadow Enrollments.
16. The Servicing LSP shall provide Microsoft Enterprise Support Services from Microsoft to assist customers leveraging this contract vehicle in operation of the technology acquired and assist Riverside Master Participants in maximizing the benefits of this investment.
17. The Servicing I.SP shall provide the ability to for the acquisition of Microsoft services as the demand for individual product services or capabilities expand. The servicing LSP shall provide services to include Microsoft Unified. Industry Solutions Delivery (ISD), and Microsoft incident response. The Servicing L.SP will have a valid Microsoft Master Services Agreement on file with Microsoft in order to resell Microsoft Unified Support. and Industry Solutions Delivery (ISD). Additionally. the contractor shall provide Microsoft dedicated Technical Support representatives and subject matter experts provided via the Microsoft enterprise agreement to support and assist Riverside County master participants in analyzing. architecting. implementing. managing. and operating solutions based on the licenses previously acquired or to be purchased in accordance with the terms of the Microsoft enterprise licensing program.
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AGREEMENT # ITARC-00931
18. I.SP will be responsible for submitting a completed "Reporting of Active Enrollments" by January 15th of each year for the prior calendar year.
19. The County of Riverside Information Technology (RCIT) will invoice the Awarded LSP annually based on the enrollments verified from LSP Reporting of Active Enrollments.
20. Payment is due to Riverside County Information Technology thirty (30) days from invoice date.
21. The administrative fee shall not be included as an adjustment to LSP's Master Agreement pricing.
22. The administrative fee shall not be invoiced or charged to the Enrolled Affiliate.
23. Administrative fee checks shall be submitted to:
Riverside County Information Technology
Attn: Accounts Receivable
3450 14th Street, 4th Floor
Riverside. CA 92501
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Pricing:
1. Microsoft Enterprise License Subscription and services Item Description Price Level Markup %
Enterprise Online Services** (including Full USLs. From SA USLs. Add-ons and Step Ups) M365 E3 and ES. Enterprise Level D 1.95 Mobility + Security E3 and ES. Office 365 Enterprise El or E3. Windows 10 Enterprise E3 or ES.
Enterprise Products (Office 365 Pro Plus. Windows 10
Level D 1.95
Enterprise. Core CAL Suite. Enterprise CAL Suite).
Additional Products (M365 FI. M365 E5 Compliance. M365
E5 Security. Office 365 Enterprise FI. Project Online. Visio Level D 1.95 Online Plan 1 or Plan 2. Dynamics 365. Azure. SQL Server.
Windows Server. etc).
Server and Tools Product applies to Server and Cloud
Enrollments only) SharePoint Server. SQL Server. BizTalk Level D 1.95 Server. Visual Studio, Core Infrastructure Suites. etc.
All products for Select Plus Agreement No.7756479. 2.50 Microsoft Unified Support Services 2.50
Microsoft Consulting Services 2.50
Microsoft Incident Response 2.50
2. License Support Provider (LSP) Solution Arca Specific Capability:
Solution Area Specific Capability Number Customer Size Reference? Number of successful customer production
>100 300 to 10,000 Yes
mail deployments/migrations?
Number of successful customer production
>60 500 - 5000 Yes
SharePoint deployments/migrations?
Number of successful customer production
Teams deployments/migrations? >20 500 - 10.000 Yes
Number of successful customer production 18 500 - 10.000 Yes Teams Voice deployments/PBX migrations?
Globally >100
Number of people with specialized expertise
on technologies listed above Locally 22
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3. License Support Provider (LSP) service rates:
Certified Competency Hourly Rate (On Hourly Rate
Data and Artificial Intelligent (Yes/No) Premise) (Remote) Build Intelligent Apps No NA NA
Build Intelligent Agents Yes $ 336 - $ 408 $ 280 - $ 340 Machine Learning Yes $ 336 - $ 408 $ 280 - $ 340
Internet of Things Yes $ 336 - $ 408 340
Globally distributed data No NA NA
OSS Databases No NA NA
Cloud Scale Analytics Yes $ 336 - $ 408 340
Data Platform Modernization to Azure Yes $ 336 - $ 408 340 Windows Server on Azure Yes $ 336 - $408 340
Security & Management Yes $ 336 - $ 408 340
Datacenter Migration Yes $ 336 - $ 408 340
Modern Business Intelligence Yes $ 336- $ 408 340
Copilot Yes $ 336 - $ 408 340
Biz Apps
Customer Service No NA NA
Field Service No NA NA
Marketing No NA NA
Talent No NA NA
Finance and Operations No NA NA
Business Central No NA NA
Power Apps Yes $ 336 - $ 408 $ 280 - $ 340
Power BI Yes $ 336 - $ 408 $ 280 - $ 340
Apps and Infrastructure
Azure Stack No NA NA
High Performance Compute No NA NA
Cloud Native Apps using Serverless Yes $ 336 - $ 408 $ 280 - $ 340 Modernize Apps Yes $ 336 - $ 408 $ 280 - $ 340
SAP on Azure No NA NA
Linux on Azure No NA NA
Dev Ops Yes $ 336 - $ 408 $ 280 - $ 340
Business Continuity & Disaster Yes $ 336 - $ 408 $ 280 - $ 340 Recovery
Windows Server on Azure Yes $ 336 - $ 408 $ 280 - $ 340 Security & Management Yes $ 336 - $ 408 $ 280 - $ 340
atacenter Migratic Yes $ 336 - $ 408 $ 280 - $ 340
lodern Workplac
User Adoption & Change Management Yes $ 336 - $ 408 $ 280 - $ 340 Security Yes $ 336 - $ 408 $ 280 - $ 340
GDPR & Compliance Yes $ 360 - $ 420 $ 300 - $ 350
Teamwork Yes $ 336 - $ 408 $ 280 - $ 340
Calling & Meetings Yes $ 336 - $ 408 $ 280 - $ 340
Modern Desktop Yes $ 336 - $ 408 $ 280 - $ 340
Office 365 Migration Assistance Yes $ 336- $ 408 $ 280 - $ 340 Mail Yes $ 336 - $ 408 $ 280 - $ 340
Teams Yes $ 336 - $ 408 $ 280 - $ 340
SharePoint Yes $ 336 - $ 408 $ 280 - $ 340
OneDrive Yes $ 336 - $ 408 $ 280 - $ 340
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Exhibit B
LSP REPORTING OF ACTIVE ENROLLMENTS
MICROSOFT ENTERPRISE AGREEMENT No. 8084445
LSP Name Company name
RIVCO
Contract ID
Annual
Sales Enrollment
Master Enrollment Enrollment Start Reporting Enrollment Contact Enrollment End
Calendar Email:
Enrollment Number: Entity: Date: Date: Contact: Contact Tel:
County of xx/xx/ xx/xx
Riverside XXXX /xxxx John Doe
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Exhibit C
MICROSOFT LSP PARTICIPATION FORM
JIM SMITH
Chief Information Officer
JARRYL POLK
Chief Technology Officer
RCIT
TRACY TILLMAN
Deputy Director Admin - IT
ANTHONY CHOGYOJI
Chief Information Security Officer
Microsoft LSP Participation Form
(RFQ #ITARC-00532 Attachment 2)
Complete this form and return to: yment should be made
verside County Information Technolo
Attention: Linda Fakhour Riverside. CA 9250 uth Floor
-mail: [email protected]
County of Riverside TIN #: 95-6000930
Company Name: Crayon Software Experts, LLC
Name:_Candy Kareem Title: VP of Finance
Address: 12221 Merit Drive, Suite 1400
City: Dallas, Texas _ Zip Code: 75251 Telephone#: 469-329-0290 Fax#: _Email:[email protected]
The County of Riverside is the host of the Microsoft Master Agreement No. 8084445. All questions regarding the products and licensing should be directed to Microsoft.
By signing below, I am agreeing to pay the participation fees for each enrollment that is established by leveraging the County of Riverside Master Agreement in accordance to the schedule referenced on RFQ # ITARC-00532 and any subsequent contracts and / or amendments.
By signing below, I also agree that all enrollments will be submitted to Microsoft direct, to report enrollment activity and comply to the payment schedule per RFQ # ITARC-00532 to Riverside County Information Technology
Please reference the remittance information above for where to send the payment. Failure to comply may result in the award being rescinded
Сана Kareem
andy horsem Mey 2 2024 13 29 Con 05/09/2024
Signature Date
Candy Kareem VP of Finance
Printed Name Titte
Crayon Group - Internal Only
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Exhibit D
Microsoft EA Benefits for Government Agencies
E1 Reduced Paperwork
Reduced number of separate documents to review - by consolidating amendments into a single document. Many of the amendments previously required are now built into the enrollment document.
Customers utilizing the County of Riverside EA Master Agreement may choose either an Enterprise Enrollment or a Server and Cloud Enrollment (or both) depending on their needs.
E2 Standard Pricing Across all platforms
Microsoft will provide LSP's (authorized EA LSPs on this contract) with Government Level-D. pricing off of published "LSP cost" all platforms. Azure discount is a factor of the consumption rate.
This will make it easy when calculating New. Additional product. and True-up purchases at the beginning or during your Enterprise Agreement Term. It also reduces possible confusion among partners.
E3 No charge Onboarding Services
Microsoft assisted onboarding is now a benefit of Office 365. Microsoft Intune, Azure AD Premium and Azure RMS. Eligible customers will receive guidance from a dedicated group of onboarding experts known as the Microsoft FastTrack Center (FTC) to onboard to these services. The FTC uses an onboarding approach known as Fast Track to help you. your IT Team, and or Partner, confidently onboard new users and capabilities. Programs are subject to change and/or evolve.
E4 No Charge Security Incident Assistance
Microsoft will engage special security teams in the event of an exploit if your organization leverages Microsoft security technologies as part of your enterprise agreement commitment. These teams will help you identify and stop the malicious attack and triage the incident. See your Microsoft Sales Executive for more details.
E5 Raise and lower commitment for hosted services during the Enterprise Agreement Period You can raise your commitment for hosted services like 0365. CRM. Azure during the current EA year and only commit to the remaining months in that year. Example: your anniversary for your Year-2 term is in November and your adding 100 Office 365 users in May. You will only be obligated to pay for the 6 months leading to your anniversary. Additionally, you can now true-down E6 Additional Software Assurance benefits
• With New Version Rights, you can upgrade each Microsoft product license that is covered by active Software Assurance to the most recent version for no additional cost. When a new version of Microsoft Office is released during the term of your agreement. your licenses are automatically upgraded to the new version.
• Office Roaming Use Rights: Help expand end-user productivity and extend the value of your virtual desktop environment with Office Roaming Use Rights. which lets users with Software Assurance on Office. Project. or Visio remotely access their software on their virtual desktops from third-party devices.
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• Spread Payments: Spread the costs of your License and Software Assurance purchase across three equal. annual sums versus one up-front payment to help reduce initial costs and aid in forecasting annual software budget requirements up to three years in advance. When you use the Spread Payments benefit. no interest or additional fees are incurred. You may also consider Microsoft Payment Solutions to help finance your technology needs, including software. services. partner products, and hardware. Although Microsoft Payment Solutions is not part of Software Assurance, you can choose it separate from. or in addition to, the Spread Payments benefit to create a customized payment structure.
• Step-Up Licensing: Volume Licensing customers with Software Assurance can migrate from a lower edition to a higher edition software product while maintaining their Software Assurance coverage on a given product. The Step-up License makes it easier for you to move from a lower level edition to a higher-level edition without incurring the full cost of licensing two separate editions of the software.
More information about the Software Assurance by products as listed above can be found at:
https://www.microsoft.com/en-us/Licensing/licensing-programs/software-assurance-by- product.aspx?83ffdda4-a263-4123-9752-1122538c0a96=True
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