k. Professional Services payment terms, Customer agrees to pay all fees in a Statement of Services make timely payment.
1. Taxes. If any amounts are to be paid to Microsoft,
Taxes Customer all pay all blue aided, good and series, so, dras excite of ter ansaction taxes, fees, charges or surcharges or other simliar taxes, chares or fees or any regulator ost recovery and other surcharges that are owed under this Amendment and which Microsoft i permitted to collect from Cuslomer. Customer shall also be responsible for an applicable slamp taxes and for all other taxes that it is legally obligated to pay. Including any taxes that arise on the distributlon of provision of Professional Services by Customer to its Affiliates. Microsoft shall be responsible for payment of all taxes based upon its net income, gross receipts taxes imposed in lieu of taxes on income or profils, or taxes on Microsoft's property ownership. m. No third-party beneficiaries. This Amendment does not create and third-party beneficiary rights. nd any provision in the Enrollment or Agreement identified above, this Amendment shall contro This Amendment must be attached to a signature form to be valid.
Microsoft Internal Use Only:
_Consulting Services Amendment for EA| CTM CTM-FWK-CTC-AGR BD Attach.docx
AmendmenlApp v4.0 CTM-FWK-CTC-AGR BD
AGREEMENT # ITARC-00933
LICENSED SUPPORT PROVIDER (LSP)
AGREEMENT No. ITARC-00933
For
MICROSOFT PRODUCTS AND SERVICES
UNDER MICROSOFT EA NO. 8084445
BETWEEN
COUNTY OF RIVERSIDE
And
CDW GOVERNMENT LLC
This Agreement is entered between the COUNTY OF RIVERSIDE. a political subdivision of the State of California. (herein referred to as "COUNTY"), and CDW Government LLC, an Illinois 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:
All Terms and Conditions of this Agreement No. ITARC-00933shall 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.
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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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.
Hold Harmless/Indemnification:
4.1 LSP shall indemnify and hold harmless the County of Riverside, its Agencies, Districts, Special Districts 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 property damage, bodily injury, or death or any other element 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.
4.2 With respect to any action or claim subject to indemnification herein by LSP. 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 LSP obligation hereunder shall be satisfied when LSP has provided to County the appropriate forn 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 LSP 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 LSP rights under this Agreement shall terminate (except for lees 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 Agreement. 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-00933
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 CDW Government LLC Atin: Procurement Contract Specialist Attn: Brian Fisher 3450 14 Street 230 N. Milwaukee Ave
Riverside. CA 92501 Vernon Hills. IL 60061
jordham(ajcdwg.com
8. Insurance
Without limiting or diminishing the SP'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 C'alifornia. 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:
Conmercial 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 hereunder 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 including, 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 be sufficiently 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 thefi, 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 LSP maintains broader coverage and/or higher limits than the minimums shown above, the County requires and shall be entitled to the broader coverage and/or higher limits maintained by the LSP. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to 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 California 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 election 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) LSP 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 Revision 1:06/2021
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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 be 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 herein, LSP shall cause LSP's insurance carrier(s) 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. LSP 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 LSP'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 anount or type of insurance carried by the LSP has become inadequate.
LSP 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.
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:
Exhibit A: Scope and pricing.
Exhibit B: LSP Reporting of Active Enrollments.
Exhibit C: Microsoft LSP Participation Form.
Exhibit D: Microsoft EA Benefits for Government Agencies.
Exhibit E: Microsoft Enterprise Agreements and Amendments.
E1) Microsoft Enterprise Agreement No. 8084445.
E2) Microsoft Select Plus Agreement No. 7756479.
E3) Amendments No. 1- 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 between 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 to the transactions contemplated by this Agreement, the terms and conditions set forth in this Agreement shall prevail.
9.5 This Agreement may be 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 agree that the electronic signatures of the partics included in this Agrcement are intended to authenticate this writing and to have the same force and effect 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 electronic record pursuant to the CUETA as amended from time to time.
The CUETA authorizes use of an electronic signature for transactions and contracts among parlies in California, 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 "electronic signature" as defined in subdivision (i) of Section 1633.2 of the Civil Code.
9.6 If the entity is a corporation, the signatures of two corporate officers (the president, vice 6 Revision 1.06.2021
AGREEMENT # ITARC-00933
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 reguired. 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 CDW GOVERNMENT LLC, an Illinois Limited subdivision of the State of California Liability Company authorized to conduct business in the State of California.
By: _ By: up sitedharan (ll 3, 2024 10-09 CO
Chuck Washingtor Name: Anup V. Sreedharan
Chair of the Board of Supervisors Title: Sr: Manager, Program & Contract Management Dated: 9/10/2024 Dated: 07/09/24
ATTEST:
Kimberly Rector
Clerk of the Board
APPROVED AS TO FORM:
Minh C. Tran
County Counsel
Paula Salcido
Deputy County Counsel
Dated: 7/9/2024
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AGREEMENT # ITARC-00933
Exhibit A
Scope and pricing
LS!'s Scope and responsibilities
1. The Licensed Support Provider (LSP) will resell all available Microsoft Licensed Suppor 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.
2. The agreement with LSP as a LSP of the Microsoft Products and Services under Microsoft EA No. 8084445 is available for use by the County of Riverside and govermental 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 LSP agrees to extend the same pricing, terms, and conditions to every political entity, special district, in the State of Califomia. 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 LSP 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 be determined by each Enrolled Affiliate (ie: monthly, quarterly, etc.).
8. The LSP will provide reports of licenses 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 LSP 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.
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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 LSP 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). I.SP'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 LSP 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 LSP 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 Suppon 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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18. LSP 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:
I. 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 E5, Enterprise Level D 3.75 Mobility + Security E3 and E5, Office 365 Enterprise El or E3. Windows 10 Enterprise E3 or ES.
Enterprise Products (Office 365 Pro Plus, Windows 10
Level D 3.75
Enterprise, Core CAL Suite, Enterprise CAL Suite).
Additional Products (M365 F1, M365 E5 Compliance, M365
ES Security, Office 365 Enterprise FI, Project Online, Visio Online Plan 1 or Plan 2, Dynamics 365, Azure, SQL Server, Level D 3.75 Windows Server, etc.
Server and Tools Product (applies to Server and Cloud
Enrollments only) SharePoint Server, SQL Server, BizTalk Level D 3.75 Server, Visual Studio, Core Infrastructure Suites, etc.
All products for Select Plus Agreement No.7756479. 3.75 Microsoft Unified Support Services 3.75
Microsoft Consulting Services 3.75
Microsoft Incident Response 3.75
2. License Support Provider (LSP) Solution Area Specific Capability:
Number Customer
Solution Area Specific Capability Size Reference?
Number of successtul customer production mail 5000+ 100- Can be furnished upon deployments/migrations? 25000 request
Number of successful customer production SharePoint 2500+ 250- Can be furnished upon deployments/migrations? 15000 request
Number of successful customer production Teams 1000+ 250- Can be furnished upon deployments/migrations? 15000 request
Number of successful customer production Teams 500+ 250- Can be furnished upon Voice deployments/PBX migrations? 10000 request
Number of people with specialized expertise on 600+
technologies listed above
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3. License Support Provider (LSP) service rates:
Certified Competency (Yes/No) Hourly Rate (On
Data and Artificial Intelligent Premise)
Build Intelligent Apps Yes $225
Build Intelligent Agents Yes $225
Machine Learning Yes $225
Internet of Things Yes $225
Globally distributed data Yes $225
OSS Databases Yes $225
Cloud Scale Analytics Yes $250
Data Platform Modernization to Azure Yes $225
Windows Server on Azure Yes $225
Security & Management Yes $230
Datacenter Migration Yes $225
Modern Business Intelligence Yes $225
Copilot Yes $225
Biz Apps
Customer Service Yes $215
Field Service Yes $215
Marketing Yes $215
Talent Yes $215
Finance and Operations Yes $215
Business Central Yes $215
Power Apps Yes $225
Power BI Yes $225
Apps and Infrastructure
Azure Stack Yes $225
High Performance Compute Yes $225
Cloud Native Apps using Serverless Yes $250
Modernize Apps Yes $225
SAP on Azure Yes $225
Linux on Azure Yes $225
Dev Ops Yes $225
Business Continuity & Disaster Recovery Yes $225
Windows Server on Azure Yes $225
Security & Management Yes $230
Datacenter Migration Yes $225
Modern Workplace
User Adoption & Change Management Yes $225
Security Yes $230
GDPR & Compliance Yes $225
Teamwork Yes $225
Calling & Meetings Yes $225
Modern Desktop Yes $225
Office 365 Migration Assistance Yes $225
Mail Yes $225
Teams Yes $225
SharePoint Yes $225
OneDrive Yes $225
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Exhibit B
LSP REPORTING OF ACTIVE ENROLLMENTS
MICROSOFT ENTERPRISE AGREEMENT No. 8084445
LSP Name Company name
RIVCO
Contract ID TBD
Annual
Sales Enrollment
Master , Enrollment Enrollment Start End Pering Enrollment Contact Enrollment Calendar
Enrollment Number: Entity: Date: Date: Year Contact: Email: Contact Tel:
County of xx/xx/ xX/Xx
Riverside xXXX /XXXX John Doe
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AGREEMENT # ITARC-00933
Exhibit C
MICROSOFT LSP PARTICIPATION FORM
JIM SMITH
Chief information Officer ARTIN PEREZ, ACI
nterprise Applications Bure:
DARRYL POLK
Chief Technology Office
RCIT
NTHONY CHOGYO
hief information Security Omc
Microsoft LSP Participation Form
(RFQ #ITARC-00532 Attachment 2)
Complete this form and return to: Payment should be made to:
Riverside County Information Technology
Attention: Linda Fakhouri
E-mail: [email protected]
County of Riverside TIN #: 95-6000930
Company Name: CDW Government LLC
Name: Brian Fisher Title:Dir Program Management
Address: 230 N. Milwaukee Ave
City: Vernon Hills, IL _ Zip Code:_ 60061 _Telephone#: _ (847) 419-7342 Fax# (847) 465-5131 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, 1 am agreeing to pay the participation fees for each enrollment that is established by leveraging the County of Riverside Master Agreement in acordance 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 RFp # 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
•
Brian Fisher 5/9/24
Signature Date
Brian Fisher Dir Program Management
Printed Name Title
*Please reference the CDW-G Terms of Offer found on page 26 of our response.
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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 Goverment 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 Fast Track Center (FTC) to onboard to these services. The FTC uses an onboarding approach known as FastTrack 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.
ES 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 hosted services at your anniversary to the original commitment level as well.
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 15 Revision 1/06/2021
AGREEMENT # ITAR(-00933
Assurance on Office, Project, or Visio remotely access their software on their virtual desktops from third-party devices.
• 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 1o 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
16 Revision 1:06:2021
AGREEMENT # ITARC-00933
Exhibit E
Microsoft Enterprise Agreements and Amendments
El) Microsoft Enterprise Agreement No. 8084445.
Microsoft Select Plus Agreement No. 7756479.
Amendments No. 1- FA Custom Terms CTM (Document No. CTM-CPT-OPT-FWK) Amendments No. 2- EA Custom Terms (Document No. CTM-FWK-CTC-AGR). 17 Revision 1 06/2021
8 Microsoft Volume Licensing
Program Signature Form
MBA/MESA numher 004-kayleerl-S-04
Agreemen number 8084445
Vote: Enter the applicable active numbers associated with the documents below. Microsoft require he 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 contraci documents identified in the table below are entered into between the Customer and the Microsoft Affiliate signing, as of the eifective date identified below.
Contract Document 1s Number or Codo S132.
Enterprise Agreement X20-10209
«Choose Agreement: Document Number or Code
<Choose Agrcement› Document Number or Code
«Choose Agreement> Document Number or Code
«Choose Agreement> Document Number or Code.
‹Choose Enrollment/Registration> Document Number or Code ‹Choose Enrollment/Registration> Docurnent Number or Code ‹Choose Enrollment/Registration> Document Number or Code ‹Choose Enroliment/Registration> Document Number or Code ‹Choose Enrollment/Registration> Document Number or Code Amendment to Contract Documents CTM-CPT-OPT-FWK (ne:v)
Ly signing below. Cuslomer and the Microsoft Affiliate agree that both parlies (1) have received, read and undersland the above contraci documents, including any websites or docuinents incorporated by reference and any amendments and (2! agree lo be bound by the terms of all such documents. 8/22/19 Customer i2 R 3:25
3s:, .. 2.
Samar eniy must hereat entily name Couly of Riverside
Signature"
FORMAPPROVED COUNTY COUNSEL Printed First and Last Namo: Richard fractSprecialist Printed Title Sr. Procuremen.
SUSANNA N. OH Signature Date 08/22/2019
Tax ID
• indicales inquired field
!
Microsoft Corporation
Signature / - Microso
NE-.
Printed First and Last Name Microsoft Corporation
Printod Tiffe AUG 23 2019
Signature Date
(dale macrusoll Almale countersig is)
Agreement Effective Date
(ray be efferent than Micrusoft s Synature dalc) 8/23/2019 Optional 2° 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 he legal entity name)*
Signature*
Printed First and Last Naine*
•
Printed Title
Signature Date
- indicates required field
1 Customer requires physical media, additional contacts. or is reporting inultiple previous Enrollments clude the appropriate forms) with this signature fom
Microsoft Corporation
Dept. 551, Volune Licensing
6100 Neil Road, Suite 210
Renu, Nevada 89511-1137
USA
!
_ 1
8 Microsofi Volume Licensing
Amendment to Contract Documents
Адіссте: Nunder
004-kayleert-S-04
8084445
Enterprise Agreement
Custom Terms CTM
1. Section fa, "Tern", is hereby amended and restaled as follows:
2. 3 describe rela Each Enee i have in le press termina en by iner parly . The pricing that Microsufl will offer Enrolled Affiliate's Reseller for Enrolments effectiv elleen November 1, 2019 through October 31, 2021. and that will apply for the entire initia term of such Enrolinents, is as follows:
(Product I Price Examples Include but are not limited to Level the following*:
Enterprise Online Services* Level M365 E3 and E5. Enterprise Mobility + minus 2% Security E3 and E5, Office 365 Enterprise
= 1 or E3, Windows 10 Enterprise E3 or Es
Enterprise Products Level D Oifice 365 Pio PIús, Winders 10 Enterprise. Core CAL Suite, Enterprise
CAL Suite
Additional Products Level D M365 Fi. N365 ES Compliance, M365 E5 Security. Ofice 365 Enterprise F1, Projco
Online, Visio Online Plan 1 or Plan a
365, Azure SQL Server
Windows Server, etc.
Server and Tools Product Level D
applies to Server and Clouc Suites, etc.
Enrollnients only)
tie examples individ bime serves that are available neiter the commercial or goveinent clot ellengi Exclusions applyto the additional 2% discounton Enterprise Online Services as follows:
CIM.CPT.OPT-FWI eD
Pane 1 of%
-
• The discount does not apply to any extensions of the initial Tenn or renewal Enrollments
The discount does not apply to any pronotional SKUs. Enrolled Affiliate is entitled to the lower of the promotional price or discounted price
The price level thal applies lo Enolients effeclive on or after November 1, 2021 is Level Dor all Products.
The Reseller and the Enrolled Amiliate will determine the Enrolled Affliale's actual price and payment terms.
Except for changes made by Ihis Amendment, the Enrolinient or Agreement identifed above remains unchanged and in full force and effect. If there is any conflict belween any provision in this Amendment and any provision in the Enrollment or Agreement identified above, this Amendier shall control This Amendment must he altached to a signature form to be valid.
Microsoft Internal Use Only:
Riverside County EA Amend a.7.docx CTM JUD
Amprimerdârn e n CMPT APT.1 BD
1 -
:
8 Microsoft Volume Licensing
Enterprise Agreement State and Local
Not for se will Micrase Business Agreement or Micsoll Posiness ted Services Aptemen This Microsoft Enterprise Agreement ("Agreement) is entered into between the entities identified on the ignature forr
i cite this refect or a of i gene is the saie fent ve tele are relent riere Agreement, and (5) any order submitted under this Agreement.
Please note: Documents referenced in this Agreement but not attached to the signature form may be found t http//www.inicrosent.com/iceusingicontracts and are incorporaled in this Agreement by reference including the Product Terms and Use Rights. These documents inay contain additional terms and conditions for Products licensed under this Agreement and may be changed trom time to time. Customer should review such documents carefully, both at the time of signing and periodically thereafter, and fully Terms and Conditions
Definitions.
"Affiliate" ineans
a. with regard to Customer.
(1) any government agency, department, office, instrumentalily, division, unit or other entity of the state or local government that is supervised by or is part of Cusloner. or which supervises Customer or of wiich Customer is a part. Or which is under common supervision with Customer;
(il) any county, borough, commonwealth, city, municipality, lown, 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 jurisdiction and geographic boundaries: and
(iii) any oher entity in Customer's state expressly authorized by the laws of Customer's slate to purchase under slate contracts; provided that a slate and its Affiliates shall not, for purposos of this definition, be considered to be Affiliates of the federal government and its Affiliates; and
b. with regard 1o Microsol!, any legal entity thal Microsofl owns, thal owns Microsoft, or that is under common ownership with flicrosoft.
"Customer means the legal entity that has entered into this Agreement with Microsoft "Customer Data" means all data, including all text, sound, sollware, image, or video files that are provided lo Microsoft by, or on behalf of. an Enrolled Affiliate and its Affiliates through tuse of Online Services. "day" means a calendar day, except for references that specify "business day" "Enrolled Affiliate" means an entity, either Cuslorer or any one of Customer's Affiliates that has entered into an Enrollment under this Agreement.
Uncurent XZU-102C3
"Enrollment" means the document that an Enrolled Affiliate submits under this Agreement to place orders for Products
"Enterprise" means an Enrolled Affiliate and the Affiliates for which il is responsible and chooses on its Enrollment to include in its enterprise.
"Fixes" means Product fixes, modifications or enhancements, or their derivatives, that Microsoft either releases generally (such as Product service packs) or provides to Customer lo address a specific issue. "License" neans the right to download, install, access and use a Product. For certain Products, a License may be available on a tixed term oi subscription basis ("Subscription License"). Licenses for Online Services will be considered Subscription Licenses
"Microsoft" means the Microsoft Affiliate that has entered into this Agreement or an Enrollment and its Affiliales, as appropriale.
Online Services" means the Microsoil-hasted services identified as Online Services in the Product Terms. "Unline Services Terns" means the additional terns that apply to Customer's use of Online Services published on the Volume Licensing Site and'upriated from time to time. "Product" means all products identified in the Product Terns, such as all Software, Online Services and other web-based services, including pre-release or bata versions. "Product Terms" means the document that provides information about Microsoft Products and Professional Services available through volume licensing. The Product Terms document is published on the Volume Licensing Site and is updated from time to time.
"SLA" means Service Level Agreement, which specifies the minimum service level for Online Services and is published on the Volume Licensing Site.
"Software" means licensed copies of Microsoft software identified on the Product Terms. Software does not include Online Services, but Software may be part of an Online Service. "Software Assurance" is an offering by Microsoft that provides new version rights and other benefits for Products as further described in the Produci Terms.
*Trade Secref" means information that is nót generally known or readily ascenainable 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. that accompanies a Product. The Use Rights for Software are published by Microsoft in the Product Terms The Use Rights for Online Services are published in the Online Services Terms. "Volure Licensing Sile" neans http://www. microsoft.comm/hicensing/contracts or a successor site
2. How the Enterprise program works.
a. General. The Enterprise program consists of the lerns and conditions on which an Enrollec filiate may acquire Product Licenses. Under the Enterprise program, Custoner and i filiates may order Licenses for Products by entering into Enrollmen! of that Enrollment, including the terms of this Agreement incorporated by reference in that
Corunent X27-10209
- -
c. Licenses. The types of Licenses available are (1) Licenses obtained under Software Assurance (L&SA), and (2) Subscription Licenses. These License types, as well as additional License Types, are further described in the Product List.
3. Licenses for Products. i
a. License Grant. Microsoft grants lhe Enterprise a non-exclusive, worldwide and limited right to download, install and use software Products, and to access and use the Online Services each in the quantity ordered under an Enrollment. The rights granted are subject to the terms of this Agreement, the Use Rights and the Product Ters. Microsoft reserves all rights not expressly granled in this Agreement.
Duration of Licenses. Subscription Licenses and most Software Assurance lights are temporary and expire when the applicable Enrollment is terminated or expires, unless the Enrolled Affiliate exercises a buy-out option. which is available for some Subscription Licenses Except as otherwise noted in the applicable Enrollment or Use Rights, all other Licerses become perpetual only when all payments for that License have been made and the initial Enrollment term has expired
c. Applicable Use Rights.
(i) Products (other than Online Services) The Use Rights in effect on the effective date of the applicable Enrollment term will apply to Enterprise's use of the version of each Product that is current at the time. For future versions and new Products. the Use Rights in effect when those versions and Products are first released will apply. Changes Microsoft makes lo the Use Rights for a particular version will not apply unless the Enrolled Affiliate chooses lo have those changes apply. The Use Rights applicable to perpetual Licenses that were acquired under a previous agreement or Enrollment are determined by the Agreement or Enrollment under which they were acquired. Renewal of Sollware Assurance does not change which Use Rights apply to those Licelses.
(Il) Online Services. For Online Services, the Use Rights in effect on the subscription start clate will apply for the subscription term as defined in the Product Terms. d. Downgrade rights. Enrolled Affiliate may use all earlier version of a Product other than Online Services than the version that is current on the eftective date of the Enrollment. For Licenses acquired in the current Enrollment term, the Use Rights for the current version apply to the use of the eartier version. If the earlier Product version includes features that are not in the new version. then the Use Rights applicable to the earlier version apply with respect to those features.
e. New Version, Rigints under Soltware Assuranco. Enrolter Affiliate must order and maintain continuous Software Assurance coverage for each License ordered. With Soflware Assurance coverage, Enterprise automatically has the right to use a new version of a licensed Product as soon as it is released, even if Enrolled Affiliate chooses nol to use the new version inmediately (i) Except as otherwise permitted under an Enrollment, use of the new version will be subject to the new version's Use Rights.
(ii) If the License for the earlier version of the Product is perpetual at the time the new version is released, the License for the new version will also be perpetual. Perpetual Licenses oblained through Sofiware Assurance replace any perpetual licenses for the earlier f. License confirmation. This Agreement. the applicable Enrollment, Enrolled Affiliate's order confirmation, and any documentation evidencing transfers of perpetual Licenses, together wilh proof of paymant will be Enrólled Affiliate's evidence of all Licenses oblained under an Enroliment
E^2016Ag US\SLG/ENG/(Nov2016) Paoc 3 of 11
Document X20. 10209
g. Reorganizations, consolidations and privatizations. If the number of Licenses covered by an Enrollment changes by more than ten percent as a result or l a reorganization. consolidation or privatization of an emily or an operaling division, (2) a privatization of ar Affiliate or an operating division of Enrolled Affiliate or any of its Affiliates, or (3) a consolidatio:
including a merger with a thid party that has an existing agreement or Enroliment. Microsoft will work with Enrolled Affiliate in good faith to determine how to necominodate its changed circumstances in the context of this Agreement.
Making copies of Products and re-imaging rights.
1. General. Eurolled Afflate inay make as many copies of Products, as il needs to distribute them within the Enterprise. Copies must be true and complele (including copyright and trademark nolices) from master copies obtained from a Microsoft approved fulfillment source Enroller Affiliate may use a third party to make these copies, but Eniolled Affiliale agrees it will be responsible for any third party's actions. Enrolled Affiliate agrees to make reasonable efforts to notify its employees, agents, and any other individuals who use the Products that the Products are licensed from Microsoft and subject to the terms of this Agreenient. b. Copies for training/evaluation and back-up. For all Products other than Online Services.
Enrolled Affiliate inay: (1) use up to 20 complimentary copies of any licensed Product in a dedicated training facility on its premises for purposes of training on that particular Product, (2) use up to 10 complimentary copies of any Products for a 60-day evaluation period, and (3) use one complimentary copy of any licensed Product for back-up or archival purposes for each of its distinct geographic locations. Trials for Online Services may be available if specified in the Right to re-image. In certain cases. re-imaging is permilled using the Product media. If the Microsoft Product is licensed (1) front an original equipment manufacturer (OEM). (2) as a full packaged Product through a retail source. or (3) under another Microsoft program, then media provided under Ihis Agreement'may generally be used to create images for use in place of copies provided through that separate source. This right is conditional upon the following:
Separale Licenses must be acquired from the separate source for cach Product that is re- imaged
(ii) The Product, language, version, and components of the copies made must be identical to the Product, language, version, and alt components of the copies they replace and the number of copies or instances of the re-imaged Product permitled remains the same (il) Except for copies of an operating systern and copies of Products licensed under anolher Microsoll program, the Produci lype (eg. Upgrade or full License, re-naged must he identical to the Product type licensed from the separate source. ' Enging Anile mush free 1o ery Productspectic processes or requirements for re. support obligation
5. Transferring and reassigning Licenses.
* Licato tay ans one sily bid peare at emiest, except hat Customer or an Enroled (i) an Affiliate, or
i) a third party solely in connection with the transfer of hardware or employees to whom th icenses have been assigned as part of (A) a privatization of an Affiliate or agency or of a operating division of Eniolled Affiliate or an Affiliate. (B) a reorganization, or (C) a consolidation.
Upon such transfer. Cuslomer'or Enrolled Affiliate must uninstall and discontinue using the licensed Product and render any copies unusable
b. Notification of License Transfer: Enrolled Affiliate must notify Microsoft of a License transfer htto://www.miciosoff.com/lcens|ng/coutracts and sending the completed form to Microsoft before the License transfer. No License transfer will be valid unless Enrolled Affiliate provides and the transteree accepts in witing, documents sufficient to enable the transferee to ascertain the scope, purpose and limitations of the rights granted by Bliciosoft under the licenses being transferred (includingthe applicable Use Rights, use and transfer restrictions, warranties and limitations of liability). Any License transfer not made in compliance with this section will be void.
Internal Assignment of Licenses and Software Assurance. Licenses and Software Assurance must be assigned in a single user or device within the Enterprise. Licenses and Soflware Assurance may be reassigned within the Enterprise as described in the Use Rights
6. Term and termination.
a. Term. The terin of this Agreenient will be 36 full calendar months from the effective dale unless terminated by either party as described below. Each Enrollment will have the term provided in b. Termination without cause. Either party may terminate this Agreement, without cause, upon 60 days' wrilten notice, In the event of terination, new Enrollments will not be accepted, butt any existing Enrollment will continue for the term of such Enrollment and will continue to be governed by this Agreement.
Mid-term termination for non-appropriation of Funds. Enrolled Affiliate may terminale this Agreement or an Enrollinent without liability. penalty or further obligation to make payments if funds lo make payments under the Agreement or Enrollment are not appropriated or allocated by the Enrolled Affiliate for such purpose
1. Termination for cause. Without limiting any other remedies it may have, either party may Enrollment if the other party materially breaches its obligations under this Agreement, including any obligation to submit orders or pay invoices. Except where the breach s by its nature not curable within 30 days, the terminating parly must give the other party 30 lays' notice of its intent to terminate and an opportunity to cure the breach If Microsoft gives such notice to an Enrolled Affiliate, Microsoft also will give Customer a copy of that notice and Customer agrees to help resolve the breach. If the breach affects other Enrollments and cannot be resolver between Microsoft and Enrolled Affiliate, together with Customer's help, within a reasonable period of time, Microsoft may terminate this Agreement and all Enrollments under it, If an Enrolled Affiliate ceases to be Customer's Affiliate, it must promptly notify Microsoft, and Microsoft may terminale the former Affiliate's Enrollment If an Enrolied Affiliate lerminates its Enrollment as a result of a breach by Microsoft, or if Microsoft terminales an Enrollment because Enrolled Affiliate ceases to be Customer's Affiliate, then Enrolled Affiliate will have the early termination rights described in the Enrolinient. e. Early terinination. If (1) an Enrolled Affiliate terminates its Enrollment as a resull of a breach by Microsoft, or (2) if Microsoft terminates ar Enrollment because the Enrolled Affiliate has ceased to be an Affiliale of Customer, or (3) Enrolled Affiliate terminates an Enrollment for non- appropriation of funds, or (4) Microsolt terminates an Enrollment for noir-payment due to non- appropriation of funds. then the Enrolled Affiliate will have the following options:
(1) It may immediately pay the iotal remaining amount due, including all installments, in which case, the Enrolled Affiliate will have perpetual rights for all Licenses it has orderer; or ŁA2016AgRUNISLGIENGINov20IE) Page 5 o/ 11
Document X20-00209
(i) It may pay only amounts due as of the leimination date, in which case the Enrolled Affiliate will have perpetual Licenses for:
1) all copies of Products (including Ihe latest version of Products ordered under SA coverage in the current tern) for which paynent has been made in full, and 2) the number of copies of froducts it has ordered (including lhe latest version ol Products ordered under Soflware Assurance coverage in current term) that is proportional to the total of installment payments paid versus total amounts due (paio and payable! if the early termination had not occurred
(iii) In the case of early termination under subscription Enrollments, Enrolled Affiliate will have the following options:
1) For eligible Prociucts, Enrolled Affiliate may obtain perpetual Licenses as described in the section of the Enrollment titled "Buy-out aption." provided that Microsoft receives the buy-out order for those Licenses within 60 days after Enrolled Affiliate provides notice of termination
2) In the event of a breach by Microsolt, if Customer chooses not to exercise a buy-out aption, Microsoft will issue Enrolled Affilaite a credit for any amount paid in advance for Subscription Licenses that the Enterprise will not be able to use to do the termination of the Enrollment.
Nothing in this section shall affect perpetual License rights acquired either in a separate agreement or in a prior term of the lemminated Enrollment.
1. Effect of termination or expiration. Wher an Enrollment expires or is terminated, (i) Enrolled Affitate must order Licenses for all copies of Products it has run for which it has not previously submitted an order. Any and all unpaid payments for any order of any kind remain due and payable. Except as provided in the subsection titled "Early termination," al! unpaid payments for Licenses immediately become due and payable. (ii) Enrolled Affiliate's right to Software Assurance benefits under this Agreement ends if it does not renew Software Assurance
Modification or termination of an Online Service for regulatory reasons. Microsoff may where there is any current or future government
requirement or obligation that: !! 1) subjects Microsoft to any regulation or requirement not generally applicable to businesses operating in the jurisdiction; (2) presents a hardship for Microsoft to continue operating the Online Service without modification; and/or (3) causes Microsoft to believe these terms or the Online Service may conflict with any such requirement or obligation.
Program updates. Microsoft may make changes to this program that will make it necessary for Custorer and its Enrolled Affiliales to enter into new agreements and Enrollments at the time of an Enrollment renewal.
Use, ownership, rights, and restrictions.
1. Proclucts. Unless otherwise specified in a supplementai agreement, use of any Product i apicade sype nen Ragle emerie to each Proxluct and version and by the terns of th ). Fixes. Each Fix is licensed under the same terms as the Prostict 1o which it applies. If a Fix i not provided for a specific Product, any use rights Microsolt provides with the Fix will apply Non-Microsoft software and technology. Enrolled Affiliate is solely responsible for any non- Microsoft soflware or technology that it installs or uses with the Proclicts or Fixes.
EA2UI6A&r(USISLGrEMG)[Nov2016] Page G of 11
Document X20. 10209
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1. Restrictions. Enrolled Affiliate must not (and is nol licensed to) (1) reverse engineer, decompile, or disassemble any Product or Fix. (2) install or use non-Microsoft sofiware or technology in any way that would subjec! Microsoft's intellectual properly or lechnology to any other license terms; or (3) work around any lechnical limitations in a Product or Fix or restrictions in Product documentation. Customer must not (and is not licensed to) () separate and run parts of a Product or Fix on more than one device, upgrade or downgrade parts of a Product or Fix al different times, or transfer parts of a Product or Fix separately: or (i) distribute. sublicense, rent, lease, lend any Products or Fixes, in whole or in part, or use them to offer hosting services in a third parly.;
e. Reservation of rights. Products and Fixes are protected by copyright and other intellectual property rights laws and international treaties. Microsoft reserves all rights not expressly granted in this agreement. No rights will be granted or implied by waiver or estoppel. Rights to access or use Software on a device do not give Customer any right to implement Microsoft patents or olher Microsoft intellectual property in the device itseif or in any other software or
8. Confidentiality.
"Confidential Information" is non-public information that is designated "confidential" or that a reasonable person should understand is confidential, including Customer Data. Confidential Information does not include information that (a) becones publicly available without a breach of this agreement. (b) the receiving party received lawfully from another source without a confidentiality obligation. (c) is independently developed, or (d) is a comment or suggeslion volunteered about the other party's business. products or services.
Each parly will take reasonable steps to protect the other's Confidential Information and will use the other party'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 consultants (Representatives") and then only on a need-to-know hasis under nandisclosure 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 inauthorized use or disclosure, must proiptly notify the other party
A party may disclose the other's Confidential Infornation if required by law; but only after it notifies the other parly (if legally permissible) to enable the other party to seek a proteclive order.
Neither party is required to restrict work assignments of its Representatives who have had access 10 Confidential Information Each party agrees that the use of information retained in Representatives unaided memories in the development or deployment of the parties' respective products or services does not create liabilily under this Agreement or trade secret law, and each parly agrees to limit what it discloses to the other accordingly.
These obligations apply (i) for Customer Data until it is deleted from he Orline Services, and (il) for all other Confidentia: Informalion, for a period of five years after a party receives the Confidential Information.
9. Privacy and compliance with laws.
a. Enrolled Affiliate consents to the processing of personal information by Microsoft and its agents to facilitale the subject matter of this Agreement. Enrolled Affiliate will obtain all required consents from third parties under applicable privacy and data protection law before providing personal information to Microsoft.
b. Personal information collected under this agreeinent (i) may be Iransferred, stored and processed in the United States or any other country in which Microsoft or its service providers maintain facilities and (il) will be subject to the privacy terms specified in the Use Rights Microsoft will abide by the requirements of Europeari Economic Area and Swiss dala protection
Document X20. 10209
!
•
law regarding the collection, use, lanster, relention, and other processing of personal data from the European Economic tea and Switzerland.
: U.S. expon. Products and Fixes are subject to U.S. export jurisdiction. Enrolled Affiliate mus omply with all applicable international and national laws, including the U.S. Expor Administration Regulalions and International Traflic in Arms Regulations, and end-user, enc use and destination restrictions issued by U.S. and other governinents related to Microsoft products, services and techrologies
10. Warranties.
a. Limited warranties and remedies.
(i) Software. Microsoft warrants that each version of the Software will perform substantially as describer in the applicable Product documentation for one year from the date the Enterprise is first licensed for that version If it does not and the Enterprise notifies Microsoft within the warranty lerm, then Microsoft will. at ils option (1) return the price Enrolled Affiliate paid for the Software license, or (2) repair or replace the Software. (ii) Online Services. Microsoft warrants that each Online Service will pertorn in accordance with the applicable SLA during the Enterprise's use. The Enterprise's remedies for breach of this warranty are in the SLA.
The remedies above are the Enterprise's sole remedies for breach of the warranties in this section. Customer waives any breach of warranty claims not nade during the warranty period Exclusions. The warranties in this agreement do not apply to problems caused by accident. abuse, or use in a manner inconsistent with this Agreement, including failure to meet minimum These warranties do not apply to free, trial, pre-release, or beta products, or to conponents of Products that Enrolled Aftiliate is permitted to redistribute.
Disclaimer. Except for the 'limited warranties above, Microsoft provides no other warranties or conditions aid disclaims any other express, implied, or statutory warranties, including warranties of quality, title, non-infringement, merchantability, and fitness for a particular purpose.
11. Defense of third party claims.
The parties will defend each other against the third-party clains described in this section and will pay the amount of any resulting adverse final judgment or approved setllement, but only if the defending party is promptly notified in writing of the claim and has the right to control the defense and any selllement of it. The party being defended must provide the defending party with all requested assistance. information, and authority. The defending party will reimburse the other party for reasonable out-of-pocket expenses it incurs in providing assistance. This section describes the parties' sole remedies and entire liability for such claims of the license granted unmodified from the form provided by Microsoft and not combined with anything else) misappropriates a trade secret or directly infringes a patent, copyright. trademark or other proprietary right of a third parly. If Microsoft is unable to resolve a claim of infringement under commercially reasonable terms, it may. at its oplion, either (f) modify or replace the Product or Fix with a functional equivalent; or (2) ternunate Enrolled Affiliate's license and refund any prepaid license fees (less depreciation on a five-year, straight-line basis) for perpetual licenses and any amount paid for Online Services for any usage period afler the termination date. Microsofi will not be liable for any clains or damages due to Enrolled Affiliate's continued use of a Product or Fix after being notified to stop due to a third party claim. h. By Enrolled Affillate. To the extent permitted by applicable law, Enrolled Affiliate will defend Microsolt against any third-party claim to the extent it alleges that: (1) any Customer Data or FA2OISAgKUSISLGLEMGXNny20161 Page 8 of 1!
Ducument X20.10200
:
noil-Microsoft software hosted in an Online. Service by Microsoft on Enrolled Affiliate's behalf misappropriates a trade secret or directly infringes a palent, copyright, trademark, or other proprietary right of a third party; or (2) Enrolled Affiliate's use of any Product or Fix, alone or in combination with anylhing else, violates the law or damages a third party
12. Limitation of liability.
For each Product. each party's maximum, aggregate liability to the other under this Agreement is linited to direct damages finally awarded in an amount not to exceed the amounts Enrolled Affiliate was required to pay for the applicable Products during the term of this Agreement, subject to the following:
a. Online Services. For Online Sérvices, Microsoft's maximum liability to Enrolled Affiliate for any incident giving rise to a claim will no! exceed the amount Enroflec Affiliate paid for the Online Service during the 12 months before the incident. b. Free Products and Distributable Code. For Products provicled free of charge and code that Enrolled Affiliate is authorized to redistribute to third parties without separate payment lo Microsoft, Microsoft's liabilify is limited to direct damages finally awarded up to USS5,000.
Exclusions. In no event will either party be liable for indirect, incicental, special, punitive, or consequential damages, or for loss ofuse, loss of business information, loss of revenue, or interniption of business, however caused or on any theory of liability. d. Exceptions. No limitation oi exclusions will apply to liability arising out of either party's (1) confidentiality obligations (except for all liability related to Cuslomer Data, which will remain subject to the limitations and exclusions above); (2) defense obligations; or (3) vinlation of the other party's intellectual property rights.
13. Verifying compliance.
a. Right to verify complance. Enrolled Affiliate must keep records relating to all use and distribution of Products by Enrolled Affiliate and its Affiliales Microsoft has the right, at its expense, to the extent permitted by applicable law. to verify compliance with the Product's license terns. Enrolled Affiliate must promplly provide the independent auditor with any information the auditor reasonably requests in furtherance of the verification, including access to syslers running the Products and evidence of Licenses for Products Enrolled Affiliate hosts. or distributes to third parties. Enrolled Affiliale agrees to complete Microsoft's self-audit process, which Microsoft may require as an allernative lo a third party audil.
Remedies for non compliance. If verification or self-audit reveals any unlicensed use or distribution. then within 30 days. (1) Enrolied Affiliate must order sufficient Licenses to cover Enrolled Affiliate price level. The unlicensed use percentage is based on the total number of licenses purchased compared to actual install base. If there is no unlicensed use. Micrasoft will nol subject Enrolled Afliliate to another verification for at least one year. By exercising the lights and procedures described above, Microsoft daes not waive its rights to enforce this Agreeinent or to prolect its intellectual properly by any other means permitted by law.
Verification process. Vicrosoft will notify Enrolled Affillate at least 30 days in advance of its intent to verify Enrolled Affiliate's compliance with the license lerns for the Products Enrolled Affiliate and its Affiliates use or distribute. Microsoft will engage an independent auditor, which will be subject to a confidentialily obligation. Any information collected in the self-audit will be This verification will lake place during
normal business hours and in a manner that does not interfere unreasonably with Enroller! !
Decent X2010209
14. Miscellaneous.
a. Use of contractors. Microsoft may use contractors to perform services, but will be responsible for their performance subject to the terms of this Agreement b. Microsoft as independent contractor. The parties are independent contractors Enrolled Affiliate and Microsoft each may develop products independently without using the other's Confidential Information
c. Notices. Nolices lo Microsoft must he sent to the adress on the signature forn. Nolices must be in writing and will be treated as delivered on the date shown on the return receipt of on the ourer or tax confirmation of delivery. Microsoft may provide information to Enrolled Affiliati aboul upcoming ordering deadlines, services, and subscription information in electronic fam including by email to contacts provided by Enrolled Affale. Emails will be trealed as delivered d. Agrecinent not exclusive. Customer is free to enter into agreements lo license, use or promote non-Microsoft products.
e. Amendinents. Any amendment to this Agreement must be executed by both parties, except that Microsoft may change the Product Terms and the Use Rights from time lo lime in accordance with the terns of this Agreemen!. Any conflicting terms and conditions contained in an Errolled Affiliate's purchase order will not apply. Microsoft may require Customer to sign a new agreement or an amendnient before an Enrolled Affiliate enters into an Enrollment under this agreement.
f. Assigmnent. Either parly may assign this Agreement to an Affiliate, but must notify the other party in writing of the assignmeht. Any other proposed assignment must be approved by the lon-assigning parly in writing. Assignment will not relieve the assigning party of its obligations under the assioned agreement Any altempled assionment without reguired approval will be g. Applicable law; dispute resolution. The terms of this Agreement will be governed by the laws of Customer's stale, without giving effect to its conflict of laws. Disputes relating to this Agreement will be subject 1o applicable dispute resolution laws of Customer's state h. Severability. If any provision in this agreement is held to be unenforceable, the balance of the agreement will remain in full force and effect.
i. Waiver. Failure to enforce any provision of this agreement will not constilute a waiver. Any waiver must be in writing and signed by the waiving party.
No thirel-party beneficlaries. This Agreement does not create any third-parly beneficiary rights
k. Survival. All provisions survive femination or expiration of this Agreement excent those requiring performance only during llie terr of the Agreement.
1. Management and Reporting. Customer and/or Enrolled Affiliate may manage account details (e.g., contacts, orders, . Licenses, software downloads) on Microsolt's Volume Licensing ('VLSC")
/www. microsoft com/licensing/servicecenter Upon the effective cate of this Agreemen and any Enroltments, the contacts) identified for this purpose will be provided access to thi site and may authorize additional users and contacts.
Order of precedence. In the case of a conflict belween any documents in this Agreement that is not expressly resolved in thase documenls, their terms will control in the following order from highest to lowest priority: (1) this Enterprise Agreemeni. (2) any Enrollment, {3) the Produci Terms. (4) the Online Services Terms. (5) orders submitted under this Agreement, and (6) any other documents in this Agreement. Terms in an amendinent control over the amended document and any prior ameridents concerning the same subject matter.
EA2016Ag(US)SLG(ENCWNo/2016) Гасс 10 of 11
Document X20 10203
n. Free Products. It is Microsof's intent that the terms of this Agreement and the Use Rights be in compliance with all applicable federal law and regulations. Any free Product provided 1o.
Enrolled Affiliate is for the sole use and benefit of the Enrolled Affiliate, and is not provided tor use by or personal benefit of any specific governinent employee o. Voluntary Product Accessibility Templates. Microsoft supports the government's obligation to provide accessible technologies to its citizens with disabilities as required by Seclion 508 of the Rehabilitation Acl of 1973, and its state law counterparts. The Voluntary Product Accessibility Templates ("VPATs) for the Microsoft technologies used in providing the Online Services can be found at Microsoft's VPAT page. Further information regarding Microsoft's commitment to accessibilily can be found at hitp_//www.nicrosoil.comfenable p. Natural disaster. In the event of a "natural disaster," Microsoft may provide additional assistance of rights by posting them on hitplitya microsoft com at such time
4. Copyright violation. Except as set forth in the section above entitled "Transferring and reassigning Licenses", the Enrolled Affiliate agrees to pay for, and comply with the terms of this Agreement and the Use Rights, for the Products il uses. Except to the exlent Enrolled Affiliate is licensed under this Agreemend. it will be responsible for its breach of this contract and violation of Microsoft's copyright in the Products, including payment of License fees specified in this Agreeinent for unlicensed use.
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E^2016Agr(lS)SLG(ENG)[Nov201G) Page 11 of 11
Doeunent X2:-10209
8' Microsoft Volume Licensing
Supplemental Contact Information Form
or registrations.
This form applies 1o: • MBSA
X Agreement
Entellinen/afflate Registration Form
Insert primary entity name if more lhan one Enrolment/Registration Form is submitted
Contact information.
Eachs) chail no it e astes is r indicate re quite infos, i one they closes ondas informaliter htips:/licensing microsoll.com
1. Additional notices contact.
This contact receives all notices that are sent from Microsoft. No online access is granted to this individual.
Name of entity' County of Riverside
Contact name*: First Regina Last Funderburk
Contact email address* [email protected]
street address" 3450 141h Street, 4lh Floor,
City" Riverside State/Province* California Postal code* 92501-3861 Country" USA
Phone^ 951-955-2265 Fax
• This contact is a third party (not the entity). Warning This contact receives personally identifiable information of the entity.
Software Assurance manager.
This contact will receive online permissions to manage the Software Assurance benelits under the Enrollment or Registration.
Name of entity' County of Riverside
Contact name': First Regina Last Funerburk
Contact email address [email protected]
Street address* 3450 14th Street, 4ll1 Floor:
City Riverside State/Province' California: Postal code' 92501-3881
Country USA
Phone* 951-955-2265 Fax
• This contact is a third party (not the entity). Warning This contact receives personally identifiable inforration of the entily.
3. Subscriptions manager.
This contact will assign MSDN, Expression, and TechNet Plus subscription licenses to the indivicual subscribers under this Enrollinent of Registration Assignment of the subscription licenses is necessary for access to any of the online benefits, such as subscription downloads . This contact will also manage any complimentary or additional media purchases related to lhese subscriptions.
Name of entity* County of Riverside
Contact name": First Regina Last Funderbuk
Contact email address* RFunderburk @rivco.org
Street address* 3450 14th Street, 4th Floor
City Riverside State/Province California Postal code 92501-3861 Country USA
Phone' 951-955-2265 Fax
• This contact is a third party (not the entity) Warning: This contact receives personally identifiable information of the entity.
4. Online services manager.
This contact will provided online permissions lo manage the online services ordered under the Enrollment or Registration.
Name of entily" County of Riverside
Contact naine*: First Luis
Contact email address® [email protected]
Street address* 3450 141h Stree!, 4th Floor
City' Riverside State/Province* California Postal code* 92501-3861 Country* USA
Phone* 951-955-8114 Fax
• This contact is a third party (1ro1 the entity). Warning: This contact receives personally identifiable information of the entity.
5. Customer Support Manager (CSM).
This person is designated as the Customer Support Manager (CSM) for suppon-relater activities.
Name of entity® County of Riversicle
Contact name*: First Luis Last Flores
Contact email address® [email protected]
Strect address' 3450 141h Street, 4th Floor
City Riverside State/Province' California Postal corle' 92501-3861 Country USA
Phone* 951-955-8114 Fax
6. Primary contact information.
An individual from inside the organizalion must serve as the prinary conlact. This contact reccives online administrator permissions and may grant online access to others. This contact also receives all notices unless Microsoft is provided written notice of a change.
Name of entity* County of Riverside
-
SupContadinfur bun(A INDENG)(002013) Page 2 or 3
Contact name*: First Jim Last Smith
Contact email address [email protected]
Street address* 3450 14th Street, th Floor
City Riverside State/Province' CA Postal code* 92501-3861 Country' US
Phone* 951-231-5909 Fax
7. Notices contact and online administrator information.
This individual receives online administrator permissions and may grant online access to others. This contact also receives all notices
* Same as primary contact
Naine of entity
Contact email Firess Last
Street address
City* State/Province" Postal corle'
Country"
• This contact is a third party (not the entity). Warning: This contact receives personali identifiable niormation of the entity
SucConfacilek#m (NA IND)SNG)(le1201.31 Fane 3o/ 3
Microsoft Volume Licensing
Program Signature Form
MBA/MBSA number Proposal ID
Agreement number
number be indicated here, or asted below as associated with the documents below. Microsoft requires the associated active 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
Select Plus Agreement X20-04874
‹Choose Agreement> Document Number or Code
<Choose Agreement> Document Number or Code
‹Choose Agreement> Document Number or Code
‹Choose Agreement» Document Number or Code
Select Plus Affiliate Registration Form X20-04921
‹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 Document Description Document Number or Code
Document Description Document Number or Code
Document Description 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.
Customer
Name of Entity (must be legal entity name)* County of Riverside Signature*
Printed First and Last Name* Ines Mark
Printed Title* Procurement Contract Specialist NEAL R KIPNIS Signature Date* 07/17/2013
Tax ID 95-6000930
* indicates required field
ProgramSignForm(MSSign)(NA,LatAm)ExBRA,MLI(ENG)(Oct2012) Page 1 of 3 Microsoft Affiliate
Microsoft Licensing, GP
Signature
Printed First and Last Name
Printed Title
ignature Dat
date Microsoft Affiliate countersign
Effective Date
(may be different than Microsoft's signature date)
Optional 2°d Customer signature or Outsourcer signature (if applicable) Customer
Name of Entity (must be legal entity name)*
Signature*
Printed First and Last Name*
Printed Title*
Signature Date*
* indicates required field
Outsourcer
Name of Entity (must be legal entity name)*
Signature*
Printed First and Last Name*
Printed Title*
Signature Date*
* indicates required field
If Customer requires physical media, additional contacts, or is reporting multiple previous Enrollments, include the appropriate forms) 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 Licensing, GP
Dept. 551, Volume Licensing
6100 Neil Road, Suite 210
Reno, Nevada 89511-1137
USA
ProgramSignForm(MSSign)(NA,LatAm)ExBRA,MLI(ENG)(Oct2012) Page 2 of 3