SUBMITTAL TO THE BOARD OF SUPERVISORS COUNTY OF RIVERSIDE,
STATE OF CALIFORNIA
FINANCIAL OATA Currsnt Filcal Y6ar: Total Cost: Ongolng C t cosr $ 0 $ 0 $ 0 $ 0
NET COUNTY COST U 0 $ 0 $ 0 0
SOURCE OF FUNDS: Revenue (1% of all enrollments) Budget Adjustment: No For Fiscal Year: 24125-27128
C.E.O. RECOMMENDATION: Approve
BACKGROUND:
Summary
The request before the Board is to approve the Licensing Solution Providers (LSPs) agreements with SHI lnternational Corp., lnsight Public Sector. lnc, Crayon Software Experts., Zones LLC., CDW Government LLC, Dell Marketing LP, and Softchoice lnc. to provide Microsoft products and services to all governmental entities within the State of California using the County of Riverside's Enterprise Agreement no. 8084445 (the "Master Agreement") from Novembeli , 2024, through October 31 , 2027, wilh the option to renew for three (3) additional years through October 31 , 2030.
On September 25, 2001 (Agenda ltem 3.29), the Board of Supervisors approved all departments in the County of Riverside to enroll in a statewide Microsoft Enterprise Agreement to lower costs and receive the deepest discount available. As a result, the County became the lead agency in managing a statewide Microsoft Master Agreement that provides software licensing across the State of California to government agencies. An agreement of this nature allows for government agencies of any size to lock in pricing for the length of their enrollment, the ability to amortize the cost of new licenses over the length of the contract, and the flexibility to raise and lower commitments on hosted services during the annual license true-up period.
On October 22,2019 (Agenda No. 3.16), the Board approved the renewal of the statewide Microsofi Enterprise Agreement with ten licensing solutions providers (LSP) to enroll other Government Agencies in Microsoft Enterprise Agreement #8084445 from November 1 , 2019, through October 31, 2021. The Purchasing Department and each LSP later amended these agreements in 2020 to be effective from November 1 , 2019, through October 31, 2024.
These Licensing Solution Provider Agreements (the "Agreement") are intended to be available and leveraged by government agencies throughout the State of California (the "Enrolled Affiliates"). This type of agreement allows agencies to lock in pricing for the length of their enrollment, amortize the cost of new licenses and support across multiple years, provide unlimited access to all t\/icrosoft software, and allow flexibility to raise and lower commitments on hosted services. Like the County of Riverside, other government entities are challenged to keep their software current while minimizing the associated costs.
SUBMITTAL TO THE BOARD OF SUPERVISORS COUNry OF RIVERSIDE,
STATE OF CALIFORNIA
The county of Riverside lvlicrosoft Master Agreement is used by all county agencies for the purchase of Microsoft software licenses, software maintenance, cloud services, and professional services. Common desktop products that are purchased include but are not limited to Microsoft Windows, Microsoft Office, Microsoft Visio, and Microsoft project. Common enterprise products include but are not limited to Mrcrosoft windows server, Microsoft sel Server, and Microsoft System Center. Common cloud subscription services include but are not limited to Microsoft Office 365, Irilicrosoft lntune, and Microsoft Azure.
Over 900 government agencies utilize the existing County of Riverside Microsoft l\ilaster Agreement. The County of Riverside has made significant strides toward setting enterprise software and licensing standards, emphasizing consolidated agreements. These standards and volume pricing are shared with other government entities across California as more government agencies discover the benefits of entering into a Microsoft Enterprise Agreement. lmpact on Reside nts and Businesses
There is no negative impact on residents or private businesses. The master agreement provides maximum discounts because of cooperative efforts with various governmental agencies in california. The county of Riverside will benefit from enrollments from other governmental agencies, which will be 1o/o ol the annual enrollment amount per each Enrolled Affiliate.
Additional Fiscal lnformation
Licensing Solution Providers (LSPS) will be charged 1% of the annual enrollment amount per Enrolled Affiliate to leverage the Riverside county Master Microsoft Agreement No.80g4445, select Plus Agreement No. 7756479, Microsoft Unified Support services, Microsoft consulting Services, and I\/icrosoft lncident Response.
This wjll be an annual fee per enrollment, including Affiliates' Shadow Enrollments:
Example - A three-year aggregated agreement with a contract amount of g3OOK, divisible by three years, will result in an LSP Participation Fee of 91 ,000 annually ($1OOK multiplied by 1 %).
RClr will invoice the Awarded LSP annually based on the enrollments verified from the "Reporting of Active Enrollments" list submitted each calendar year. payment is due to Riverside county lnformation Technology thirty (30) days from the invoice date. These costs should not be pushed to the customers and should be absorbed by the LSp as directed in the Licensing Solution Provider Agreement and RFQ no. ITARC-00S32 Contract Historv and Price Reasonableness
Purchasing and Fleet Services, on behalf of Riverside lnformation Technology (RCIT), released a Request for Quote (RFQ #ITARC-00532) for Microsoft Enterprise Agreement Licensed Support Providers' (LSP) Selection, posted publicly on publicpurchase. com on April 16,2024, (750) potential vendors were notified, and (58) vendors accessed the bid.
SUBMITTAL TO THE BOARD OF SUPERVISORS COUNTY OF RIVERSIDE,
STATE OF CALIFORNIA
Upon bid closing on May 9,2024, the County received seven (7) responses. The bid responses were based on a percentage markup from Government level D pricing established by Microsoft and provided to all LSPs. The markup ranges from I .1o/o to 5.5Yo for M icrosoft Enterprise Online Services and products and 2o/o to 7% for Mjcrosoft lncident Response, Unified Support, and Consulting Services. The County team evaluated the responses and decided to award to the seven (7) LSPs who responded to the RFQ to provide support for the entire State of California.
ATTACHMENTS:
A. Licensed Support Provider (LSP) Agreement no. ITARC-00929 with SHI lnternational Corp.
B. Licensed Support Provider (LSP) Agreement no. ITARC-00930 with lnsight pubtic Sector. lnc
C. Licensed Support Provider (LSP) Agreement no. ITARC-00931 with Crayon Software Experts.
D. Licensed Support Provider (LSP) Agreement no. ITARC-00932 with Zones LLC.
E. Licensed Support Provider (LSP) Agreement no. ITARC-00933 with CDW Government LLC
F. Licensed Support Provider (LSP) Agreement no. ITARC-00934 with Dell Marketing LP and
G. Licensed Support Provider (LSP) Agreement no. ITARC-00935 with Softchoice lnc. p
DocuSign Envelope ID: D1C85720-9C7F-4A8E-8635-A6B1851FAA9E AGREEMENT# ITARC-00929
LICENSED SUPPORT PROVIDER (LSP)
AGREEMENT No. ITARC-00929
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 ofCalifornia. (herein referred to as "COUNTY"), and SHIInternational Corp.,New Jersey corporation authorized to conduct business in the State ofCalifornia (herein referred to as "LSP") of Microsoft Licensing Solution Provider, effective from November O 1.2024 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-00929 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 O 1.2024 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 obi igation 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 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 f rom 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. I 0. No legal I iabi I ity 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 R�v1s1on I /06/2021
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iirnds are not forthcoming fbr any reason, COUNTY shall immediately notify CONTRACTOR in writing: and this Agreement shall be deemed terminated. have no f'urther force. and effect.
Hold Harmless/Indemnification:
4.1 LSP shall indemnily and hold harmless the County ol'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 Iiability, 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 ofany kind or nature. t,SP shalldef'end 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 clairn or action based upon such acts. omissions or services.
4.2 With respect to any action or claim sub.ject to indemnification herein by LSP. LSP shall. at their sole cost. have the right to use counsel oftheir 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 ad-justment. settlernent or compromise in no manner whatsoever limits or circunrscribes LSP indemnification to lndemnitees as set tbrth herein. .1.3 LSP obligation hereunder shall be satisfled when LSP has provided to County the appropriate lonn of disrnissal relieving county fiom any liability for the action or claim involved.
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 ref'uses or fails to comply with the tenns of this Agreement or fails to make progress that may endanger performance and does not immediately cure such failure. In the event ofsuch termination. the County may proceed with the work in any manner deemed proper by County.
5.3 LSP rights under this Agreement shall tenninate (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.
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 accord ingly.
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DocuSign Envelope lD: D1C85720-9C7F-4A8E-8635-A6B1851FAA9E AGREEMENT # ITARC-00929
7. 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:
LSP
SHI Intemational Corp.
Attn: Moitrayee Ma jumdar
290 Davidson Ave.
Somerset. NJ. 08873
Moitrayee Maj umdar@SH I.com
I nsu rance
Without lirniting or diminishing the LSP'S obligation to indemnify or hold the COUNTY harmless.
I-SP shall procure and maintain or cause to be maintained, at its sole cost and expense. the following insurance coverage's during the terrn of this Agreernent. 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 ofTicials. agents. or representatives as Additional Insureds.
A. Workers' Compcnsation:
l1'the LSP has employees as defined by the State ol'Califbrnia. the LSP shall maintain statutory Workers' Compensation Insurance (Coverage A) as prescribed by the laws of the State of California. Policy shall include Ernployers'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 lavor of The County of Riverside. Policy shall name the COUNTY as Additional Insureds.
B. Commercial General Liability:
Commercial Ceneral Liability insurance coverage. including but not limited to, premises liability. unmodified contractual liability. products and completed operations liability. personal and advertising injr"rry. and cross liability coverage. covering claims which may arise from or out of LSP'S pertbrmance 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. Ifsuch insurance contairrs a general aggregate Iirnit, it shall apply separately to this agreement or be no less than two (2) times the occurrence Iimit. Policy shall name the COUNTY as Additional lrrsureds.
C. Insurance Requirements for IT Contractor Services:
COUNTY
Riverside County Information Technology
Aun: Procuremerrt Contract Specialist
3450 l4'r' Street
Riverside. CA 92501
li
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DocuSign Envelope lD: D1C85720-9C7F-4A8E-8635-A681851 FAA9E ACREEMENT # ITARC-00929
t-SP shall procure and maintain for the duration ofthe contract insurance against claims lor injuries to person or damages to property which may arise lrom or in connection with the perfonnance of the work hereunder by the LSP. its agents. representatives. or employees. LSP shall procure and maintain for the duration ofthe contract insurance claims arising out oftheir services and including, but not limited to loss. damage. theft or other m isuse 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 inlringement of copyright. trademark. trade dress. invasion of privacy violations. information theft. damage to or destruction of electronic information. release of private infonnation. alteration of electronic information. extortion and network security. The policy shall provide coverage for breach response costs as well as regulalory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations.
If thc t,SP maintains broader coverage and/or higher Iimits 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 ofthe specified minimum limits of insurance and coverage shall bc available to the County. Policy shall name the COUNTY as Additional Insureds.
D. General lnsurance Provisions - All lines:
l) 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 l'or one policy term.
2) The LSP must declare its insurance self'-insured retention for each coverage required herein.
Ilany such self-insured retention exceeds $500.000 per occurence 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; I) 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 def'ense costs and expenses. 3) LSP shall cause LSP'S insurance carrier(s) to furnish the County of Riverside with either l) a properly executed original Certificate(s) of lnsurance and certified original copies of Endorsements eff'ecting 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 Iir\ rsron lr0(,'l0l I
DocuSign Envelope lD: D1C85720-9C7F-4A8E-8635-4681851FAA9E AGREEMENT # ITARC.OO929
including all Endorsements and all attachments thereto. showing such insurance is in full force and elTect. Further. said Certificate(s) and policies of insurance shall contain the covenant ofthe insurance carrier(s) that a minimum ofthirty (30) days written notice shall be given to the County of Riverside prior to any material modification. cancellation. expiration or reduclion 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 lurnish a 30 day Notice of Cancellation Endorsement. 4) ln the event ofa material modification. cancellation. expiration. or reduction in coverage. this Agreement shall terminate fbrthwith. 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 fbrth herein and the insurance required herein is in full lorce and effect. LSP shall not commence operations until the COUNTY has been fumished original Certificate (s) of lnsurance and certified original copies ofendorsements 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 Certit'icate 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) lL during the term of this Agreement or any extension thereof. there is a material change in the scope ofservices: or. there is a material change in the equipment to be used in the performance olthe scope ofwork; 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 ol insurance carried by the LSP has become inadequate.
7) LSP shall pass down the insurance obligations contained herein to alltiers of subcontractors working under this Agreement.
8) The insurance requirements contained in this Agreement may be met with a program(s) of self'-insurance acceptable to the COUNTY.
9) I.,SP agrees to nolify 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. (leneral:
9.1 This Agreement, including any attachments or exhibits. constitutes the entire agreement ol 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 Agreemenl may be changed or modified only by a written amendment signed by authorized representatives of both parties.
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DocuSign Envelope lD: D1C85720-9C7F-4A8E-8635-AOB1851FAA9E ACRI]EMEN'T # ITARC-00929
9.2 This Agreement shall be governed by the laws of the State of Califomia. Any legal action related to the performance or interpretation of this Agreement shall be filed only in the Superior Court oithe State of California located in Riverside, California, and the parties waive any provision of Iaw providing fbr a change of venue to another location. ln the event any provision in this Agreement is held by a courl of competent jurisdiction to be invalid. void. or unenforceable, the rernaining provisions will nevertheless continue in full force without being impaired or invalidated in any way.
9..1 'fhe fbllowing 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.
El) Microsoft Enterprise Agreement No. 8084445.
tj2) Microsoli Select Plus Agreement No.7756479.
El) Amendments No. l- EA Custom Terms CTM (Document No. CTM-CPT-OPT-FWK) E4) Anlendments No. ?- EA Custom Terms (Document No. CTM-FWK-CTC-AGR). 9,4 In the event of any conflict or inconsistency between the tenns 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 lofth 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 ofelectronic signatures. such as digital signatures that meet the requirements ofthe California Un iform Electronic Transactions Act (( "CUETA") Clal. Civ. Code dd I 633. I to I 633. I 7). fbr executing this Agreement. The parties further agree that the electronic signatures ofthe parties included in this Agreernent are intended to authenticate this writing and to have the same force and eil'ect 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 pafties in Califbrnia. 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 marrual 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) ofSection 1633.2 of the Civil Code.
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DocuSign Envelope lD: D1C85720-9C7F-4A8E-8635-A6B1851FAA9E AGREEMENT # ITARC-00929
9.6 lf 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 ola 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 Iiability company (LLC), the signatory is authorized signer as set fbrth in LLCs operating agreement.
IN WITNESS WHEREOF, the Parties hereto have caused their duly authorized representatives to execute this Agreement.
By:
Chuck ash ington
Chair of the Board of Supervi
SHI INTERNATIONAL CORP., New Jersey
corporation authorizcd to conduct business in the
State of California.
rs
N allte: nn
Title: sr. Manager - contracts
11u1"4. Dated: 7 /2/202a
ATTEST:
Kimberly Rector
Clerk olthe Board
By'
APPROVED
Minh C. Tran
Ccr ounsel
'I RM
By
Patrla S cido
Deputy County Counsel
Dated: I ( r (zorq
Rc! rsron l{)6/2021
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COUNTY OF RIVERSIDE, a political
subdivision ofthe State of California
By:
(ri"tl"- 1ta
q lfiilw
Docusign Envelope lD: D1C85720-9C7F-4A8E-8635-A681851 FAA9E ACREEMENT # ITARC-00929
Exhibit A
Scope and pricing
LSP's Scooc and rcsponsibilitics
The Licensed Support Provider (LSP) will resell all available Microsoft Licensed Support Provider (t-SP) tbr Microsoft Master Microsoft Enterprise Agreement No. 8084445; Software Licensing.
Softwarc Support. Cloud Services such as Azurc. lndustry Solutions Delivery (lSD) formerly Microsofi Consulting Services (MCS). Microsoft Unified Support and Microsoft incident response. Microsofl Select Plus Agreement No. 7756479.
The agreement with LSP as a LSP of the Microsofl Products and Services under Microsoft EA No. 8084445 is available for use by the County o1'Riverside and governmental agencies within the State of Calilornia. The LSP will serve as the liaison between the political entity for enrollments under the Microsotl EA.
The LSP agrees to extend the same pricing. terms. and conditions to every political entity. special district. in the State of Calilbrnia. It is understood that other entities shall make purchases in their own name. make direct payment. and be Iiable directly to the LSP oftheir choosing; and County shall in no way be responsible to any LSP for other entities' purchases.
The LSP rnay remain the LSP fbr the 'lhree 3-year duration of the Enrolled Afflliate's Enterprise Agreement Enrollment. All True-tJps during the 3-year enrollment (orders for new products, etc.) by Enrolled Afllliates 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.
The Enrolled Affiliate shall work with the LSP to determine the annual payment. true-up commitment schedule defined in their enrollment.
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.).
The LSP will provide reports of licenses purchased and added on to enrollment according to Enrolled Affiliate's specifications. (lntended for an enrollment that has licenses for multiple agencies within a governmental body - ie county. city. etc.) Frequency will be deterrnined by each Enrolled Affiliate (ie:
monthly. quarterly. etc. ).
The t-SP 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 ofsaid licenses. track licenses at department/agency levels. transfer licenses to and from each department/agency. and have reporting functionalities. 2 J
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6. Each Alfiliate will communicate to the LSP the compensation terms applicable to their agreement.
Docusign Envelope lDr D1C85720-9C7F-4A8E-8635-4681851FAA9E AGREEMENT Ii ITARC-00929
10. The LSP will provide training to the Enrolled Afllliate'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 heneficial in their proposal.
ll. The I-SP will provide documentation to the Enrolled Af'filiate within 90 days of when Microsoft has made a change to a Iicense and advise of any grandfather or conversion rights within that same timeframc.
12. The l-SP will provide a short synopsis ofwhy an amendment is needed and the ramification ofeach amcndment to an enrollment at the time of such amendment. lJ. 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 AfIliate. This price list must capture. at minimum. the tbllowing categories for each product: SKU. product description, MSRP. NET (t-evel D). LSP's uplitl and conlracted unit price.
14, The LSP shall provide a list of enrollments. The list of enrollments is due 30 days afier the contract signature and on January l5th ofeach 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 Califomia piggyback off of the Master Agreement.
15. 'lhcLSPwill becharged I .00%o ofthe annual enrollment salesamountto leverage the Riverside County Master Microsofl Agreement No.8084445. and Select Plus Agreement No.7756479. which includes Soltware l-icensing. Software Support, Cloud Services such as Azure. lndustry Solutions Delivery (lSD). Microsoft Cionsulting Services (MCS). Microsoft Unified Support and Microsoft incident response. I'his administrative f'ee will be an annual fee. per enrollment inclusive of Affiliates Shadow Ilnrollments.
16. The Servicing LSP shall provide Microsoft Enterprise Support Services from Microsoft to assist customers leveraging this contract vehicle in operation ofthe technology acquired and assist Riverside Master Participants in maximizing the benefits of this investment.
I7. The Servicing LSP shall provide the ability to for the acquisition of Microsoft services as the demand fbr individual product services or capabilities expand. The servicing LSP shall provide seruices to include Microsofi Unitied. Industry Solutions Delivery (lSD). 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 lndustry Solutions Delivery (lSD). 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. architecling. implernenting. managing. and operating solutions based on the Iicenses prev iously acqu ired or to be purchased in accordance with the terms ofthe M icrosoft enterprise licensing program.
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18, LSP will be responsible fbr submitting a completed "Reporting of Active Enrollments'' by January I 5th of each year fbr the prior calendar year.
19. The County ol Riverside lnformation Technology (RCIT) will invoice the Awarded LSP annually based on the enrollmenls verified f'rom LSP Reporting of Active Enrollments.
20. Payment is due to Riverside County Information Technology thirty (30) days from invoice date.
21. 'lhe administrative lee shall not be included as an adjustment to LSP's Master Agreement pricing.
22. l'he administrative fee shall not be invoiced or charged to the Enrolled AtIliate. 23, Administrative fee checks shall be submitted to:
Riverside County Information Technology
Attn: Accounts Receivable
3450 l4th Street. 4th Floor
Riverside. CA 92501
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10 DocuSign Envelope lD D1CA572O-gC7F -4AAE-8635-4681851 FAAgE Pricins:
l. Microsoft Enterprise License Subscri ption and services
2. License Support Provider (LSP) Solution Area Specific Capability:
ACREEMENT # I1'ARC-00929
Item Description Price Level Markup o/"
Enterprise Online Services++ (including Full USLs. From SA USLs. Add-ons and Step Ups) M365 E3 and E5. Enterprise
Mobility + Security E3 and E5. Office 365 Enterprise El or E3. Windows l0 Enterprise E3 or 85.
Level D I l0
Enterprise Products (Olfice 365 Pro Plus. Windows l0
Enlerprise. Core CAL Suite. Enterprise CAL Suite). Level D I t0 Additional Products (M165 F l. M365 E5 Compliance. M365 E5 Security. Office 365 Enterprise F l. Project Online. Visio Online Plan I or Plan 2, Dynamics 365. Azure. SQL Server.
Windows Server. etc).
Level D I t0
Server and Tools Product (applies to Server and Cloud
Enrollnrents only) SharePoint Server. SQL Server. BizTalk Server. Visual Studio. Core Infrastructure Suites. etc.
Level D I l0
Af l products lbr Select Plus Agreement No.1756479. Lt0 Microsoft Unified Support Services 2.00
Microsoll Consulting Services 2.00
Microsoft Incident Response 2.00
Solution Area Specific Capability Number Customer Sizc Reference? Number of successful customer production
mail deployments/mi grations? 5.000 500- | 00.000 Yes. Upon Request Number of successful customer production
SharePoint deployments/m igrations? 5.000 500- I 00.000 Yes. [Jpon Requcst Number of successful customer production
Teams deployments/mi grations? 2.000 500- t 00.000 Yes. Upon Request Number of successful customer production
Teams Voice deployments/PBX migrations? r00 500- I 00-000 Yes" Upon Request Number of people with specialized expertise
on technologies listed above t00 N/A Yes. Upon Request
Re!rsron l06/2021
1t
3. License Support Provider (LSP) service rates:
]\GRI]EMENT /I ITAR('-O09]9
Data and Artificial lntelligent
Certified Competency
(Yes/No)
Hourly Rate (On
Premise)
Build lntelligent Apps $300.00
Build Intelligent Agents Yes $100.00
Machine [-earninc $300.00
lnternet ofThings Yes $300.00
Oloballv distributed data $_r00.00
OSS Databases Yes $_r00.00
Cloud Scale Analvtics Yes $_r00.00
Data Plalfbrm Modenrization to Azurc Yes $_r00.00
Windows Server on Azure $100.00
Security & Management $.r00.00
Datacenter Migration $100.00
Modern Business lnlelligence Yes $-r00.00
Copilot Yes $-100.00
Biz ADps
Yes $-r00.00
Field Service Yes $-100.00
Markeling Yes $.100.00
Talcnt Yes $-100.00
Finance and Operations Yes $-100.00
Business Central Yes $.]00.00
Power Apps Yes $100.00
Power Rl Yes $300.00
Apps and lnfrastructure
Azure Stack Yes $100.00
High Performance Compute Ycs $.'r00.00
Cloud Native Apps using Serverless Yes $100.00
Modernize Apps Yes $100.00
SAP on Azure Yes $.'r 00.00
l,inux on Azrrre Yes $100.00
Dev Ops Yes $100.00
Business Continuity & Disaster Recovery Yes $i00.00
Windows Server on Azure Yes $100.00
Security & Management Yes $-.i00.00
Datacenter Migration Yes $.r00.00
Modern Workplace
LJsor Adoption & Cl'range Manasenrcnt Yes $..100.00
Security Yes $-.i00.00
GDPR & Compliance Yes $300.00
'leanrwork Yes s300.00
Calling & Meetings Yes $100.00
Modern Desktop Yes $100.00
Office 365 Migration Assistance Ycs $300.00
\4 ail Yes $100.00
'feams Yes $100.00
SharePoint Yes $-.r 00.00
OrleDrive $100.00
Rcvrsron I/06/2021
t2
Docusign Envelope lD: D1C85720-SC7F-4A8E-8635-A681851 FAAgE Yes
Yes
Yes
Yes
Yes
Yes
Customer Service
Ycs
DocuSign Envelope lD: D1C85720-9C7F-4A8E-8635-A681851FAAgE AGRF,EMENT # ITARC-00929
LSP REPORTING OF ACTIVE ENROLLMENTS
MICROSOFT ENTERPRISE AGREEMENT No. 8084445
LSP Name Compony nome
Rtvco
Contract lD
Master
Enrollment
Enrollment
Number:
Enrollment
Entity:
Start
Date:
End
Date:
Annual
Sales
Enrollment
Contact:
Enrollment
Contact
Email:
Enrollment
Contact Tel:
County of
Riverside
xx/xxl
xxxx
xxlxx
/xxxx John Doe
Rcvislon l/06/2021
13 Exhibit B
TBD
m
Docusign Envelope lD: D1C85720-9C7F-4A8E-8635-A6B1851FAAgE AGREEMENT # ITARC.OO929
EI
Exhibit D
Microsoft EA Benefits for Government Agencies
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 Govemment Level-D. pricing offofpublished "LSP cost" all platforms. Azure discount is a factor ofthe 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.
EJ No charge Onboarding Services
Microsoft assisted onboarding is now a benefit of Otljce 365, Microsoli Intune. Azure AD Premium and Azure RMS. Eligible customers will receive guidance from a dedicated group ofonboarding experts known as the Microsoft FastTrack 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.
E{ No Charge Security Incident Assistance
M icrosoft will engage special security teams in the event of an exploit ifyour organization leverages Microsoft security technologies as part of your enterprise agreement commitment. These teams will help you identift and stop the malicious attack and triage the incident. See your Microsoft Sales Executive for more details.
ta,5
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 trpgraded to the new version.
Rct rsron l/(16/2021
Oflfice Roaming Use Rights: Help expand end-user productivity and extend the value of your virtual desktop environment with Olfice Roaming Use Rights. which lets users with Software 15 Raise and lower commitment for hosted services during the Enterprise Agreement Period You can raise your commitment lor 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.
AGREEMENT # ITARC.OO929
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 l'orecasting 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 lor 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.
Rcvrsion l/06/2021
16 Docusign Envelope lD: D1C85720-9C7F-4A8E-8635-A681851 FAA9E More information about the Software Assurance by products as listed above can be found at:
https://www. microsoft.com/en-us/Licensing/licensing-propra ms/software-assurance-byproduct.aspx?83ffdda4-a263-4123-9752-1122538c0a96=True DocuSign Envelope lDr D1C85720-9C7F-4A8E-8635-4681851FAA9E AGREEMENT # ITARC-00929
Exhibit E
Microsoft Enterprise Agreements and Amendments
Et)
E2)
E3)
E4)
Microsoft Enterprise Agreement No. 8084445.
Microsofl Select PIus Agreement No. 7756479.
Amendments No. l - EA Custom Terms CTM (Document No. CTM-CPT-OPT-FWK) Amendments No. 2- EA Custom Terms (Document No. CTM-FWK-CTC-ACR).
Ilcvrsron l/06/2021
T7
l\,tlii rr i,'rii \/olt ttrtr,r l it:ett:.ittr,1
Program Signature Form
MBAIIUESA number
Rlv60-8084445-MAMD2
8084445
Nolo: Enler the appllcable acllvo numbers assoclEted wilh lhe documonls below. Microsoll requlr8 tho associalod active numberbe indlcsled here, or llsted below as new.
For the purposes of thls form, "Customer" can mean the slgnlng entlty, Enrolled Afllllate, Government Parlner, Institulion, orolher party ent€ring in(o a volume licensing program agreement.
This signalure form and all contract doouments identllied ln the table below ar6 anlered inlo betwoen the customsr and th€ Microsofl Afriliate slgning, as of ihs effectlve date ldsntlflod below.
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By slgning below, Cuslomer and the Microsofr Aflillale agree that both parties (1) have recelved, read and understand the above contracl documenls, lncluding any websltes or documenls lncorporated by referonce and any amendments and (2) agree to be bound by th€ terms of all such documents, o
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Amendmenl to Contract Documenls cTM-FWK-CTC-AGR (808444s) Name of Entity.lafist be !g$at entlty name)' County of Rlverside srsnaturo^
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Contract Document Number or Code
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cro50 Corporatlon
Prlnted Title
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Customer
Optional 2nd Customer slgnaturs orOutsourcer slgnaturs (lf appllcable) ' indicates required IloM
' htdlcat€'s pqulrad liod
ll Cuslomer requlres addltional conlaots or ls reporllng multlpls provious Enrollments, lnoludo the aPpropriats form(s) with thls slgnature form.
Aft8r thls slgnature form ls Elgned by lhe Cuslolnor, send it and lhe Contract Documsnts to Customsis channel partnEr or Mloroson accouil manager, who must submlt lhsm lo lhe followlng qddfoss. When th8 slgnalurs form Is fully ex€cuted by Micmsott, Customsr wlll recelve a conlkmation copy.
Mlcrosoft Coryora on
Dept. 551, Volume Llcenslng
6100 NellRoad, Sulte 210
Reno, Novoda 8951 1-1137
USA
Namo of Enllty (must be legal Bntlty name)i
Slgnaturs"
Printsd Flrst and Last Name*
PrlntEd Tltle
Slgnaturo Dato'
ProEamsisnForm(MSSignXNA, talAmlExBRAlENG)(Oc12019) Page 2 ol2 Document X20- 12445
Microsoft Affiliale
2020
Outsourcer
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Amendment to Contract Documents
Agrc€m€nl Numbor
8084445
Vcllu trr e l-i r:et rsitt 11
Rtvco-8084445-MAMD2
Thls amendment ('Amendment") ls entered into between the partles id€ntified on the attached program slgnature form. lt amends the Enrollment or Agreement ldentlflod abovo. All t€rms us€d but not dsfined in this Amendment will have the same meatlnos provlded in that Enlollment or Agreemenl.
Microsoft Services Amendment to the Enterprise Enrollment Federal, State and Local Government & Public Educational lnstittltions Enrollsd Aflillat€ ls ord€rlng Professlonal Ssrvlcss describsd ln ths attached Statement of Servlc€s (SOS) ln connectlon wlth lho Products licensed by Enrolled Affiliste under lhe Enrollmenl. The parlles agr6€ that th€ Enrollment ls amended to add tho followlng terms that shall apply lo lhe services descrlbed ln lhe SOS.
Terms and Condltlons
1. Delloltlons, All terms dellnod In the Agreom€nt and th6 Enrollment shsll apply to thls Amendhent unless olheMlsB stat€d, Additional tBrms 8ra dofined 8s tollo,vs:
'customor" msans lhs l6gal €ntlty thath8s enler9d lnto lhe AgrBement; "customor Dala" inoans all data, lncludlng 8ll toxt, 6ound, sofr^,are, lmag€ 0I vldoo fles lhel aro Provlded to Mlqosoft by, or on behalfot Cuslomor and lb Atflllaies ln connecllon wilh Probsslonal Services:
'day' means a calendar day, €xc€pt referancas that spedfy Susiness d8y':
'Flx" or'Flxes'moans Product lixes, modificatlons, snhailcemonls, or thelrdeivalivee, lhat Mlclosonellher releases generally (such as Productservlce packs) or that Mlcrosofr provldes to Custom€rwhen performing Professlonal servlces to addrEss I speclllc lssus (includlng, but nol limlted to, worksrounds, pstch€s, bug lixes, beta fixes and beta bullds);
"Mlcrosoft" means lhe Mlcrosoft Afllliale that has entered lnto the Agredmenl and its Affiliates, as appropriate;
'Pre-Existing Work'moens any computercode ormaterlsls developed or olhe&lss obtslnod lndependenlly oflhe efforls ola p€rty under a Statemsnt of Selvlcesi
"Profosslonal sgrvlcas" means all Producl support B€rvlces and Mlcmsofl consultlng servlces or advice pmvlded to Cuslomer under this Amsndmenl. 'Prolesslonal Servlcos" doss nol lnclude Onllne Services;
'Servlca Dellverablos' meBns any domputer code or maleilalg, olh6r thon Products or Flxes, that Mlcroson leaves wllh Customer al the conclusion of Mlcrosolt's performanca 6flhe Professlonal S€rvlcesi "Slatemont of sorvlces' means any woft otdors, seNlce8 dBscrlptlons, or other descrlpllon of Professlonal Servicrs lhal lncorporal€s thb Am6ndmenti
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"Trado Socrot" means infomation that is not generally known or readily ascorlslnBble to lhe public, has economlc value as a r6sult, and has been subjoct to reasonable steps under lh6 clrcumslanc$ to mainlain ils secrecy;
"use" or "run" m€ans lo copy, lnstall, use, access, dlsplay, run or olherwise lnteractwith:
"Volumo Llqonslng Slto" means III{ ryll!!lqlgEgl!!aoll!@$i]]g&q!l]3ql! or a successor slte.
2. Seryrc€& The prgcise scope of lhe Professional SeMcos wlll b6 specifled in a Statemont of Services.
Customer or any of Cuslomer's Affiliatos may enter lnto Slatements ol Sorvic€s undsr this Amendment with Microsoft'E local Aflillatgs. Mlcrosofl'B abllity to dslivEr the Professlonal Sorvices depBnds upon Customsr's fulland timoly cooperallon, asw€llas the accuracy and completeness ofany inlormation Customer provldes.
This Agreemenl does nol obligale either parly or its Afllllalos to enter into any Statoments oI Seryhes. 3, Use, ownershlp, rlghls and restrrctlons.
a, Prcducls. Unlos8 otherwise specllied in the Enrcllmenl, uss of any producl is governed by lh6 use Rlghld spsclllolo each Pmduct and vorslon and by the lorms ofthe applicsble llcense agr€smont. b. Frxos and Sotvl. es Dollvorablos.
I Flxss. Each Fix ls llc€nsed underthB same terms as the Producl lo whlch lt sppll6s. lfthe Flx is not provlded for 8 sp€clflc Producl, any us€ lsrms Mlcrosofl provldes r,/vith ths Fix wlll apply. lf no use terms arc provlded, Customer shall hav6 a non,excluslve, porpglual, tully peld.up license to use and reproducs the Flx solely tor its lnlernal buslnoss purposes.
Customer may not modlFy, changs the lile name or comblne sny Flx wilh any non-Microsott computer code, except as expreesly permilted in the Agfo6ment.
Prc.Exlstlng Work, All rlght6 in Pre-Existing Work will remain the sole property oflhe party provlding lha Pre-Exl6tlng Work. Each party may use. reproduce and modlfy lhe olhBr parly'E Pre-Exlstlng Work only as needed to perlom obllgatlons related to profssslonal servic€s.
lll, Sa']/l..os Dellvorabres. upon paymgnt in full, Mlcrosoft grants Customer a non-oxclusivo, non-transferable, perpotual licanse to reproduce, use and modit th€ Sorvices Dellvsrables solely for Customer's lnternal buslness purposes, subjBct tq tha l€rms and condltions in this Amendment.
ArnendmentApp v4.0
Non.Mlctosoft soltware and teclrnology. Cuslomsr is solely responsible for any non-Microsoft sotlware or lechnology that Custom€r lnltalls or uses wlth ths Products, Fixes or SeNIces D€llverables, Customer may not lnstall or use non-Mlcrosoft ooftware or technology ln any way that would subjscl Mlcrosoft's intellectual proparty or tochnology to obllgallons boyond lhos6 included in thls Amendm6nt.
lv, Atliliates' rlghls. Customer may only sublicense its rights in Ssrvices Deliver8bles and Sqmple Code granted hereunder lo its Affillates, bul Customels Aflillates may not subllcense these righls, Cuslomer ls responsible forensuring lts Alfiliales' compliance with thls Amendment.
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d. Samplo Cado. Upon paymgnt in full, Mlcmsolt granb tustomer a non-oxcluslve, p€rpelual, nontransferable license to use and modlfy any Softwaro code provided by lvllcrosoFt for lhe purposos of lllusbatlon ("Sample Codo") end to rsproduce and distribute lhe oblect cods form of the Sample Code lor customels int€rnal busiless puIpgses only and not to any unat lllat8d thlrd pady. o. Reslrrcllons on use, Customer must not (and ls not licensod to) (1 ) r€verse Engineer. de-complle ordisassemble any Product, Fix or S€ryico Deliveroblg; (2) install or use non-Microsolt softwaro or technology In sny way lhat vrould subject Mlcrosoft's lntellectual property orl6chnology to any oth€r llcense torms; or. (3) worl( around eny technlcal llmltatlons io a Producl, Fix or Servlcos D6llv€rable or restrictons ln Product documentallon. Excspl Es €xpressly permitted In lhis Amendment or s Slatemenl of Ssrvlces, Customer must not distdbuto, subllcense, rent, lsase or lend any product, FIx or Service Dellverable, ln rvhole or ln part, or uEe them to offer hosllng servicos to a thlrd pady.
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f. R$eruation ol Rlghts. Producls, Flxes, and Servlca Dellverables ar€ Prolocled by copyright and olher lntellectual property dghts laws 8nd lnternational treatles. Mlcrosoft roserves all ghls not exprossly grant€d ln thls Agr€ement. No rlghts wlll b€ granted or lmplied by waiver or estoppel. g. Suppotlab W of Products. supporl loi Products ls svallable undor lhe terms of a liconsing agreemenl, a separate Slatement of Servlces or under the lgrms set lorlh at ,1tlDi//suDDorl.nllorosoft.corn or a successor slle.
4- Confldontlattty, Subject to lhe requirem€nls o[ Cuslome/s public records and trado secfet laws (if any):
"Confldentlal lnlormatlon'lb non-publlo lnlormallon thsl ls dsslgnated "conlld€ntlal' or that a r€asonable person should und€rstand ls confidentlal, and lhe terms of thls Amendment, lt lncludes, but ls not limlled to' non-publlc informatlon regarding eilhor party's products, features, markoling and promotlons, and lhe n€gollated terms of any Statement of Servlces.
conlidontlal lnformstion does not lnclude Information thst (a) becomes publlcly svallable wlthout a breach of thls Amendmgnt, (b) the recaiving psrty recslvod lawfully from anolher source without a confldentlality obllgallon, (c) ls lnildpendonlly developed, or (d) is a comment or suggestlon vgluhteered about th€ olh6r party's buslness, producls or servlces.
Each party wlll take reqsonable stEps to prolect lh9 olh6r's Conlidential lnformatlon and wlll use lhe olher parly's Conlidenlial lnlormation only for purposos of lh€ partlas' buslnEss relatlonship. Nsnher party wlll discioso that Conndenllal lntormallon to thlrd partlEs, exc€pt to lls employees, Amlates, conlrectors, ad\rbor8, End consultsnts (c!lleclively "R€presentatlvss') 8nd thenonly oi a need-to-knowbasls, under non'disclosutE obll06llons at least as proteclivs as thls AgrBement. Each party remalns rEsponslble lol lha use of the Conlidentlal lnformation by lls Repressnlallvos and, ln lhe event of discov€ry of any unaulhoized use or disclosurs, must promptly notlry the oth€rparty.
A party may dlsclose the olherparly's conlidenllal lnformgtion lf rBquilsd by lawi but only atter lt notilies lhe other party (lf legally permlssibls) to enablo tho other pady to seek a protectlve order.
Neilh€r parly ls requhed to restrict work assignments of lts reprss€nlstives who have had access to Conlidenllal lnformallon. Each parly agre€s lhat uso ol lnftormatlon ln representatives' unalded memorles ln lhe devgtopment or doployment ofth€ parlles' rsspecllvo products or ssrvlc€s does not crsats llablllty undo. lhis Amendhent or Trad6 Secrot law, and each party agrees to llmlt what it discloses to tho olher accordingly.
Thess obllgallons apply for a period of livti yoals afler lhd confldontlal lnformallon ls lecelved.
5. Compfance wlth appllcable laws, p vacy and secwley,
a. Customer consents to lh6 proces8ing of personal inlormation by Mlorosofl and its agents to facilitate th€ subjoct maller oflhls Amendment. Customer wlll oblsln 6llroqulred crnsonts from thlrd parllos (lncludlng Customer's contacts, resellors, distribulors, sdminlstralorl, snd employees) under appllcable prlvacy and data protection law before provldlng personal lntortrlallon lo Mlcrosofl. b. Personal lnformatlon collected lhrough Prolssslonal SeNlces (l) may be lransferrsd, stored and procossed In lhe United Stat€s or 8ny other country ln whlch Mlcro3ot or lts oonkactors maintaln facilities 8nd (ii) wlll be sublect to th€ privaqy terms spBcllied ln the U$e Rights. Mlcrosoft wlll sbld€ by lhe requlremenb of European Economlc Aroa and Svrlss data protectlon law r8gardlng ths colleotion, use, lransfer, retsnlion and processlng of porsonal dala from the European Economic Area and Swltzellsnd.
Lr.s, Export. Mlcrosoft Products, Flxes End SqNIQ€S D€llvelables arc sublBct to U.S. export lurlsdictlon. customer must comply wllh all appllcable lntsrnslional and national laws, lncluding lhe LJ.S. Export Admlnlslrallon Regulallons,lhe lnternallonalTrallic ln Arms Rogulatlons, and end-user, €nd us€ and d€stlnatlon restdctlons by U,S. snd other gov€rnments relaled lo Mlcrosoft Products, servlces. and lechnologles.
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a, Lmlted wa anllog and rctuddlas - ptotossronil Seryrco& Microsoft warrants thal lt wlll psrlorm Protesslonal SeNlces wlth prol€ssional care and sklll. lt Mlcmsoft lslls lo do Bo, and Customer nollfie6 Ulcrosolt wlthh S0 day8 of the dete the pmb$lond Ssrvlces were performed, then Mlcrosoft v,lll, at ltc dlscrsllon, ollhor rs.perfurm thc profosslonsl Ssrvlc€s or retuA ths prlc6 pald for them. Theso remedies 8r€ Custom8r's Bols remsdl€8 for brBach of warranllea in lhis secilon.
CuslomBr waivos any breach ofwsnanty clalms not msds dudng ths wananty pgriod. b. Excrusrons. Th€ warranties ln this E€clion do not covsr problemG caused by sccldonl abuse or use ln a mannor lnconsistent wilh this Amendmont, including tallure to meit mlnimum system requiremonts. Theso warranlles do not apply to froe, trial, pre-release or bels producls or to componBnts of Products that Oustomer is permlttod to redislribulo. DISCLAIMER, Excoplfor thE llmltod warraltleo aboyo, MlcJoroft provldes no otherwarranles or condlflonG and dlsclalms any other expre88, lmpllsd or. stalulory warranllas, lncludlng walranllea of quality, . morchantablllty, fltnasE ,or a partlcular purpose, fltle afld non]ntrlnssmrnt. 7, Delensa ol thlrd-pany claims.
To theextenl not ptohiblted by applicable larv, tho par06s willdelend each otheragalnstthe lhird-parly claims d€scribed ln lhls sectlon and wlll pay ths amount of any resulllng adverse llnal judgment 6r alprovod seltlom€nl, but only iJthe defending party ls promptly notifled ln wriung otthe claim and ha; the rlght titontroi the defense and any setllemeot oF it (subjecl lo (subjoct to 28 U.S.C. S 510 ls Customer is a Federal Govemment 6gsncy). Th6 party belng detended must provtdo the defending party vrith all rsquest€d asslstance, lnformatlon and aulhorlty. The dofending pa y will rBimburse the olher party for rearonable outof-pockel expenses it lncurs in provlding asslstance, This ssction desc boe the paniea, sole remedies and enlire liability for such clalms.
By Mlcrosolt, Mlcrosott will defend Customer against any lhird.party cleim to tho sxtent lt sllsges that any Fixor Sorvlcos D€llverable mado svqllable by Ml$osoft fora foe and ud6d wltNn the Ecaps of Seclion 3 of lhi6 Amondment (unmodilied from the form prcvld€d by Mtcrosoft and not combin;d with anything else) miseppropriatss a trade 8€crst or dlrgc y lntringes a patont, copyrlghl, or trademark or olher proprlolary rlghl of a third parly. tf Mlorosolt ls unable lo resolw a chlm of infringement under commercially reasonable tems, lt may, at lts option, €ither (1) hodlry or replace lhe Flx or Servlces Dellrersble wllh a functlonal equivalenti or(2)lerminatB CustomBr,sliconso and rcIund any fe€s pald for such Flx(es) 8nd Sorvlcee D€liv€rable(6), Mlcroson will nol bo llable lor any clalms or damages due to Customer's contlnued us€ of F Product, Flx or Services Deliverable after belng noliliod to stop due lo I thlrd.psny cblm.
b. By Customer. To the extsnt pBrmltted by applicabls low, Customor wlll defend Mlcrosott agalnst Any lhird-psrty claim lo lhe oxtenl lt alleges lhat Customer's use of any Fix or Servlces 06liverable alone or ln comblnallonwilh anything olsB, violates tho law or damqges a thkd parly.
Notwilhslanding the foregolng, Mlcrosoft's rlghls set lorlh ln lhis section (and the rights of the third party claimlng hfrlngement) shall be governed by the prcvlslons of 2E U.S.C, S 1498, tf Customer ls a Federal Governmsnl agency,
c.
Each parly's ma(imum, aggregate llabillty to lhe olher is llmlted lo direct damages linally awarded in an amount nol lo exceed the amounts Customer wes required lo psy lor the applicable Stalement of SeNices, sublect lo lhe followlng.
Froe Professlonal Servlces and Dlstrlbutsblo Codg. For Professional Servlces providdd fr€B of chargo and code lhat Customer is authorized to redisklbute to lhlrd partles without a separale payrnenl lo Microsofl, Mlcrosofl's llablllly is limitod to dlrect damagos tinalty awarded up to us$5000.
B. Llmltallons ol llablllty,
a.
AmeMmantAppv4.0
b, Excluslons. ln no evsnt wlll elthsr party bs liablo for any lndlrsct, lncldental, 6poclal, punlllvo, or consequo[tlal damages, or for loss of uss, loss o, buslneas informauon, loss of rovenuo, or lnteffuptlon of bu8lno8s, howgvor cauaod or on sny thaory of llab ty. c. Excsptlons. No.limltallon or excluslons wlll apply to liablllty srising out of ellher party's (1) conlidenllallty obligatlons (except forallllablllty reletod to Customer Dala, which wlllremitn iuUlrici CTM.FW('CTC.AGR BD
Paoe 4 of 6
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Either parly may termlnats this Amendment al any time without cause by glving the other parly at leasl 60 calendar dsy6 prlor wrlllen ootlcs. Termlnaling lhis Amsndment wlll not aftoct any sxlsting statements ol Servlces butwlll t6rmlnate lhe abilily ol the parlles lo enter lnto subsequent Slalements of Servlces.
Cuslomer may lermlnate a StatEment of Servicos upon 30 days' notice. Ellher party to the Ststsment of servlces may lermlnale it lllhe oth€r pady ls ln matedalbreach or default ol any obllgstion thst ls not cured wlthln 30 calondar days' nollco olsuch broach. Mlcrdsoltmay terntlnale a Statemenl of Servlces ifCustomer falls to pay any lnvolce lhat ls more than 60 days outstanding, Customer agr€€s to pay all fees lor Prof€ssionBl S€Nices performed and expenses incuned prior to lermlnation and any addltional smounts that may be speclfled ln a slalemenl of Services. Upon Mlcrosolt'8 Iec€ipt of paymanl fol lh€ Professlon8l S€rvlces, cuslome/s lnlEresls ln lhe Servlces Dellverables wlllvesl.
10. Mlscelleneous.
Nollces. Ngllces must bs s6nl to lhe addross on th6 slgnaturB page of thb Amendment or on an applicable Stelgmont of SeNiQes. All notla€s, aulhdrizatlons, and r€quests given or made ln connecllon wllh lhls Amondment must be ln wdllng 8nd will be t€el€d 8s dellvsred on tho dale shown on the Btutn rocelpt or on lhe courlea or fsx conflmatlon of dellvery. Mlcrosoft may provide lnlormatlon to Custom€r about upcomlng ord€rlng d€adlln8q, ssrvlces and subscrlptlon lnhrmstlon ln electonlc form, Including by emall to contacls provlded by the Cuslomer, Emalls will bo keat6d 6s dellvered on lhe lransmlsslon dale.
tolhe limitations and excluslons above): (2) defense obligations;or (3) violslion ot the otherpsrty's lntellectual property rlghts.
g. Tonn and lamlnatlor,, This Amendmenl will remain in Gffect untllterminated b, Appltcable law; dlspute resolullon. This Amsndmont togetherwllh lhe applicable Statement oI Servlces wlll be govcrned by the laws sel forth ln the Agr€oment, c. Sovarabltlly. lf any provlsion of thls Amendment ls hold to bo unenforcsable, tho bslance of the Am€ndmentwlll remaln ln full force and effect.
d. Walver. Failurs to enforce any provision ofthls Amendment will not conslltuto E walver. Any walver must be made in writing and signed by an aulho zed repr6entallve of tho waiving pa y. e. survlval. All provlslons survive t€rmlnatlon or sxplratlon of this Amsnddenl, oxcopt those requlrlng performance only durlng lhe tenn ora Statement of Services. f. Mlcrosoft as lnddpe4denl conlractot. The parllas are lndopendent clnt.actors. Customsr snd Mlcrosoft each may develop producls lndependontly wlthout uslng the otheis contldentlal lnlorm6tlon.
g. lJse of coot/,aclors. Microsoft may uso conkactors lo psrForm Prolesslonal Servicos but wlll bB rosponslblo forlhslr pdrforhance subject to tho lerm6 of thls Am€ndm€nt, h. lnsutance whlle porfomlng Protgsslonr, servrces o,, c[storrerb premrses. Mlcrosoft wlll maldtaln lndustry-spproprlate lnsurance coverage at all tlmes when perfomlng Professlonal Ssrvic€s on customer's pftrmlsss underlhls Amendmant vla commercial lnsurance, s€lf-lnsurance, or any olher slmlldr risk linanchg allomathre. Microsoft wlll provido Customer wlth evldonco of coverage on r€quest.
t, Amendmenls. Any modlflcatlon to thls Amendment must be executed by both parties, except that Mlcrosofl may changs the Producl Terms and Use Rlghts ln eccordanc€ wllh ihe torms of the Agreement. Any addltlonal or connhllng t6rms and condillons contained ln Cuslomer's purchasq ord€r ar6 €xpressly reiected and willnot 8pply.
J. No trcnsfor of ownorchlp. Mlcroson does not lransfer ownershlp rlghls ln any Prcduct. Tho Prgducts are protected by copyrlght and other intellectual property rights, laws and lnlemalional t.eailBs.
Amendmenl,App v,l.0 CTi,{,FW(-CTC.AGR BD
PagB 6 of 6
I
k. ProfossroD.rscryrcoa paymonalotma, Custom€r 8groes topsy allfees ln a StetEmsnt of Servlces wilhin 30 day8 oflhs dare ofMlcrosoft 6 rnvorce unlesslhe stst;m;nr of servlcss provld€s orherwlse, Mlcrosofl may assass a linsnco charge of lhe lesser of lA% pBr Bnnum, accru8d, cslculslod and paysblB monthly or the hlghost Emount qllo!,red by lew on all psst due amounls duo to Mlcrosoft, Mlcrosofl wlll havo no obllgallon to con nue to pmvido pmtossronal servlc€s lf cuEtom€r fails to male llmely peyment. ,. Iaxes. -lf any amounts arB Io be psld to Mhrosoft, lhe amounts owsd ara excluslve of any taxgs. Customer _shall pay all valu. added, good6 and B€rvlc€s, salas, grgs8 recelpts or oth;; transaction taxe8, fegs, chargos or surQharges orotherslmllar taxB8, chares or leee orany regulatory cosl rocovery and other surcharges thal are owod under thls Al',sndment and whlch ilh;osoft l; pemltted to collect from Custom.r, customer shall €lso bs rosponsible for qn appllcqbl€ st.mp taxes and for all olher laxes lhat lt ls l€gally obllgated lo pay, lncludlng any taxes tlat arlee on thb dlerrlbutlon of provlslon of Prof.sslonal servlcos by customBr to its Alljl;tes. Microsoft shafl be responslble forpayment of alltaxes based upon lls n8l Income, gross recelpts taxos lmposed ln lleu or lax€s on lncome or prollts, or taxes on Mlcrosoft's prop6(y ownorship. lfany laxes are roquir.d to be withheld on paymenrs made to Microsoft, custom€r may deductsuch taxes from lh6 amount owed and pay them to the appropriate taxlng authorlty; provlded howevar, that cusromer shall prompfly socure and dslver an oflicial rocoipt for lhose wilhhodings and othei documents reasonably requestsd by Mlcrosofl to clarm a forergn tax credl or refund. iuslomsr wi €nsure lhat eny taxes withh€ld are minlmked to lho exlent posslble und6r appllcablo law. ,r. No thlrd.party beneticlarle8. This Am8ndment does nol creatB and third-party bensliotary righls.
Exc€pl forchanges made by this Amsndment, lh6 Enrollmsnl or Agreoment ldentiflod above rsmalns unchanged aRd ln fullforce and €ff6ct. lfthsr€ is any conflict botweo-n any proviston in this Amendment and any provlslon ln lha Enrollmenl or Agreemont idontiliod abovo, lhls Amondment shall conlrol.
This Amendment must be attached to a slgnature form to be valid.
Mlcrosoft lnternal Use On
-Consulling Services Amendmont for EA
Attach.docx
CTM CTM"FWK.CTC.AGR BD
AmendmmtApp v4.0 CTM.FW('CTC*GR BD
Psgo 6 or 5
E Microsc,Ft \/olr-r rle l-icens rrrgl
Program Signature Form
004-kayleed-S"04
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Notc: E ler llre apnlicable irctrve nurnhers associaled viilh lhe documenls belor,r. lvlicrosoft reqtlites lhe associaled active nuriber be h)dicated here. or lisled below is new For lhe prrrposes ol lhis lol.ln, 'Customer' can mean lhe si{,ning enlily, Enrolled Afliliale, Goveflrnenl Partner. Inslilr rti()n, or olhcr pr(y snlering inlo a vofumc llconsing firogram agrccmenl.
This shnaltrle lorrn and all conlracl dDcuments identilied io lhe lable b€loiv are enlered into between the Cirslomer.rnd thc l/icrosolt Afliliate signing, as ol lhc clfcclivc datc identificd bclo!,/- GoiIE@@rEs5.,rI
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Uy signing below, C(slompr and the lricrosotl Alliliate agree that bolh nariies (l) have reccivcd, rca(l and underslai)d lh6 above conlracl docrrr'rents, includrng au'/ wellsites or docurnenls incolporated by relerence and ar]y anrcndmerrls and (21 agree lo be bound by lhe terms o[ all such documonts.
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Pr Lvjnll ISr/-rrrf o' t n( lrtS 5iq,1)r frA, L:rl,Art lExB 11A. MLIiENC l1Arq2,3 I n l AGREEMENT # ITARC-00933
Exhibit B
LSP REPORTING OF ACTIVE ENROLLMENTS
MICROSOFT ENTERPRISE AGREEMENT No. 8084445
LSP Name Compony nome
RIVCO
Contract lD TBD
Master
Enrollment
Enrollment
Number:
Enrollment
Entity:
Start
Date:
End
Date:
Annual
Sales
Enrollment
Contact:
Enrollment
Contact
Email:
Enrollment
Contact Tel:
County of
Riverside
xx/xx/
xxxx
xx/xx
/xxxx ]ohn Doe
Rcvision l/06/2021
13 AGREEMENT # ITARC-00933
Exhibit C
MICROSOFT LSP PARTTCIPATION FORM
JI ST]TH
Chbt lnloflYr.tirl Omcer TARTITI P€REZ, ACIO
Enterprise Applicaboos Eureau
DARRYL POLX
chiet TechnoaoEy oficer
TRACY TITLIIAX FlCIT
Oe9rrty Oiredo. Admh - lT
GUSTAVO VAZOUEZ. ACIO
CoaiYerged Corfi uncatoaE Eurea!
ArIHOITY CHOGYOJI
Chbl lnlofmatoo Secunty Oflicer
XARA'{ CHA'{DRA , ACIO
Technology Services Bureau
Nliclosotl LSP Participation Fonn
(RFQ # ITARC-005-12 .lttachment 2)
Complere lhl! torm lnd.eturn lo:
Aftention: Unda Faklprrri
E-rnail: I{@4atyg!q
P.tme.t lhould be mrde ro:
Rive6k e Co!nty lnformation Teclmobgy
1150 14'l Street, Fou.th Floor
RiveBid6, CA 92501
County ot Riversade TIN #: 95-6000930
Company Name CDW Government LLC
Name Brian Fisher Thle: Dir Prmram Managemenl
Address 230 N Malwaukee Ave
Vernon Halls, lL Zip Coae: 60061 tebphooo r, (847\ 419-73/.2 Fax *: (847) 46!513'1 Email: [email protected]
The County of Riverside b th€ hosl oI the Macroso{t Master Agreemenl No 8084{,65. All questions regardrng th€ products and lcelrsi€ 3houu b€ dn€d€d to Micro6oi.
8y signing beloly, I am agreeir€ to pay the p.rticipatioo fees ior each enrdlnert that 13 Brabbhed by leteraging the County ot Riverside MGl6, Agroement in acco.danco to the schedule rete,enc€d dl RFO * ITARC{0532 .nd any subgsquent corfracb a.d / o. am€idmenb.
By signing belo.v, I abo agrBe lhat all anroltnenls will be s..bmitt6d lo Mic.osot diecl. to repod onrollnor aclivity and co.nply lo the palment 3chedule per RFp * IfARC-00532 b RiveEiire County lnfo.m.tb.r Technology.
Please lafdsnce the ,emiltanco intoamalion above tor wher€ to s€rd th€ peynont. Failure lo comply may resull in th6 awad b€i.rg asscinded.
A^,24. F.;r./c. 5tst24
Sbneture
Brian Fisher
Date
Oir Proqram Manaoemenl
Printed Name Tide
'Please r€ference the CDW.G Terms o, Otrer bund on page 26 ot our respon3e Revisior l/06/2021
t4
Cily:
EI
E2
AGREEMENT # ITARC-00933
Exhibit D
Microsoft EA Benefits for Government Agencies
Reduced Paperwork
Reduced number ol separate documents to review - by consolidating amendments into a single document. Many ofthe 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.
Standard Pricing Across all platforms
Microsoti will provide LSP's (authorized EA LSPs on this contract) with Govemment Level-D, pricing offofpublished "LSP cost" all platforms. Azure discount is a factor ofthe 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 OfIicc 365, Microsoli Intune, Azure AD Prenrium and Azure RMS. Eligible customers will receive guidance from a dedicated group of onboarding experts known as the Microsoft FastTrack Center (FTC) 1o onboard to these services. The FTC uses an onboarding approach known as FastTrack to help you, your lT Team, and or Partner, confidently onboard new users and capabilities. Programs are subjecl to change and/or evolve.
E4 No Charge Security Incident Assistance
Microsoft will engage speciaI security teams in the event ofan exploit ilyour 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 Microsofi Sales Executive for more details.
E5
E6 Additional Software Assurance benefits
With New Version Rights, you can upgrade each Microsoft product license that is covered by active Software Assurance to lhe most recent version for no additional cost. When a new version of Microsoft Office is released during the lerm of your agreement, your licenses are autornatically upgraded to the new version.
Office Roaming Use Rights: Help expand end-user productivity and extend the value of your virnral desktop environment with Office Roaming Use Rights, which lets users with Software Raise and Iower 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.
Revision l/06/2021
15 AGREEMENT # ITARC.OO933
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 Microsofl Payment Solutions to help finance your technology needs, including soltware, 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.
R.vision I 06'20: I
16 More information about the Software Assurance by products as listed above can be found at:
https://www. m icrosoft.com/en-us/Licensinq/licensing-orograms/software-assu rance-bvproduct.asox?83ffdda4-a253-4123-9752-1 122538c0a96=True AGREEMENT # ITARC-00933
Exhibit E
Microsoft Enterprise Agreements and Amendments
El) Microsoft Enterprise Agreement No. 8084445.
E2) Microsoft Select Plus Agreement No.'77564'19.
E3) Amendments No. l- EA Custom Terms CTM (Document No. CTM-CPT-OPT-FWK) E4) Amendments No. 2- EA Custom Terms (Document No. CTM-FWK-CTC-AGR).
Revrsion l/06/2021
77 E Microso'ft
Program Signature Form
\/olurrre l=icensing
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Amendment to Contract Documents
004-kayleed.S-04 I
Thi$ arncndmcnl ("Arncndlnenl") is entered ifil0 belweel the fJarlies identi,igd on tlr€ altached progratt sinnature rorm. lt arnends th€ Errrollren I d Agreerner rl ide(tilied irbove. Alllerns use(llxrlnol rlofined in ll'!is AmendrnEnt vdill lrave lhe same m€aniogs provided in lhat En[ollmenl or A0reerllenl Enterprise Agreement
Custom Terms CTN/I
1. Seclion 6a,'"tern", is hereby arnendcd ard restaled as follows:
a, Term. Tlr€ tefln ol lhis Agreenlenl will rernain in eltect unless len)insled try Gilher p3(ly as desciibed beld\.,/ Eatclr Errrbl[nerl will [rve lhe lerm providDd in lhrl Enrollrncnl
2. The pric!r(, thal tricrosoll $rill ofler Eorolled Afliliillc'$ R€reller lor Enrolhnents effeciive betlveen Noverrber 1,201S lhrough Octol)€r 31, 2021, aod lha! vrlll apDly lor lhe entte initial ter,r olsuclr Enrollnenls. is as lollows:
Prod0ct Pric e
Level
Examples lnclodc blll arc not limilcd to
lhe lollowi0g':
lh! cr!n,plec irlcludo o,(I16 rcr!i.ps tllald,c svsilabre i[ eill cr ll|! Eon,r,e{cial or g(,veinment "n alrin0 6nr.rt)riis Onlne S^rvi.e. i14 ll.r(iliedirllhE nr<ri(rci 'l errns ,ith ltc Dell tn(,ecl Fa,J'i[lhelslrles,ol 'I'rog urr, nlir l!ril,ty'. Ilrc !!)L\r ol Eirlcrp,ire Oaltrte ser'nc?s is surJj"-l lc chr'4e rll Eile'Idse Oalill? lervlce-. n16 arcile<,. !rd,nedre!.rerl ar'er:1oved iorn lhe tnle(Drise D,cararn cllcrirl(i Erchrsions aDply lo th(.. addilional2% discornlon EntcrFrisc Onlinc Setviccs as folo\',rs Ente.prise Onllne Serylces"
(inclu(ling l;ull USLS. liroN SA
USLS, Add ons ard Step UpsJ
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l-evel D
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Level D
lrl3fjs E3 and E5, Enlerprise Mobility +
Secu,ily E3 ar)d E5, Olfice 365 Erlrerprrse
Ei or E3, Wirdorvs 10 Enterprise E3 or E5
Otlic€ 365 Pro Plus, WDdolvs 10
Enterpris€, Core CAL Sute, Erllert)nse
CAL Suile
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Securily, Ofiicc 365 Errlcrprisc F1, Projccl
Online. Visio Orrlioe Plan 1or Plarr 2
oynanlics 3ti5, .Azure, SQL Server,
Windo,rs Server etc.
SharePoinl Server. SOL Se.ver EizTalk
Scrvcr, Visual Sl\dio, Corc lnfrirstr(rcture
S(dles, elc.
Ad(litionnl Products
Sener and Tools Pro(lucl
(applies lo Serue. ar\d Clold
Enrollolents only)
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Enterprise Agreement State and Local
tlol for t,se vyilh ltl,cros({l Brsiircss Agreenrenl ff l,,li,:rit!oll Frsiircss ar:J Servn:Bi }1oipr{!llJ'l This i,,licrosofl Eolerprise Allreement ("Agrdemert') is entered into between the entities identilied on the signat(rre form I
Effective date. l he e(fective date ol lhis Agieeorent is the eadiost efFectivs date of any Enrolln]ent €rrlered rnlo rrn(ler lhis Agreernent or lhe dale Microsolt accepts llris Agreenrent, whiclrever is earlier.
This Agreement consists ol ( I ) these Agreement lerms afld condrtions, rncltlding any amendmenls and lhe signalure lorm a d all altaclrments identilied'therern, (2) the Pro([rcl Terms applicable to Pro(lucts licens€d under this Agree,nerrl, (3) the Online Services Terms. (4) ary Alliliale Enrollmenl entered into under this Agreernent, and (5) any order srbnritted under this Agrcement.
Please note: Docurnents relerenced in tlris igreement but not attached to tlre signature form nray be found at lrtto.//$ r/w rnicrosolt. corn/l$€rsini'rlconlfacts and are incorporated in lhis Agreemenl l)y reference, including the Producl Fenns and Use Rights. These documenls rnay contain additional terms and condilions for Producls licensed under lhis Agreemenl and may be changed lrom tiryle to time Customer should review such documents carehrlly, both at the time of signing an(l petiodically tlrereatler, and lully understand allt€drs and conditions applicable lo Producls licensed Terms and Conditions
1. Definitions.
"Affiliata'rneans
a, wrth regard to Custor)]er.
{l} ar)y government agency, dJpartrnenl, office, instrurnerltality, division, unit or other entity ol the stale or local governnienl that rs supervisad by or is part oF Custorner. ot v/hiclt sUpervises Custonreror of which Cuslome. is a part. or v?lrich is onder common supervisaon r,,rilh CuStomer;
(iil any county. borough. comnionwealth, cily. mllnicipali(y, lown. township. speclal purpose distr-rcl, or other similar typb ol governm€ntal inslrunrentalily eslablished by the laws o, Cuslomer"s slale and localed wilhin CuslomeJ's stale iurisdiction and geographic boundaries: and
{iii) any other errtity in Custonpi s stale expressly aulhorized by the laws of Customels stale to purchase under slale cor)tracts; provided that a slate and its Afliliates shall not, for purl)osgs o[ this definilion, be considered to be Atliliates of the federal gove(nn]e[l and its Alliliates; ancl
b, wilh.egard lo Microsoll, any l4al entily lhal l'ricrosott owns, that owns Microso{i, or lhat is under comnron ownership r.,,iih Microsofl.
"Custon)er' rneal)s the legal enlity that has enlered inlo lhis Aoreemenl witlr fi/icrosoft. "Customer Data" means all ctala. including J[ te,,t, souna, soFtrvare, image, or video files that are provide(l to lvlicrosott by, or on behall of, an Enrolled Affilisle and its Aftiliates through (lse o[ Online Services. "day" means a calendar day, except lor references that specify 'business day' "Enrolled Alfiliate" means an enlily, eilher Custorne. or a^y one of Custorr]er.'s Aniliates lhal has ertered into an Enrollm€nt under this Agreernent.
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''Enrollment" means llre docurnent lhal an Enrolled Af,iiiate subnrits under this Agreemenl to place orders lor Prochrcts
' Erlerprise' means an EnrollBd Affilrale and thB Afiliales for which il is responsible and chooses or) ils Enrollmenl to inc[rde in d! enterparse
'Fixes'rneans Proilrrct fixes, rnorJif ications I or eohancemerlts, or their derivatives. thal Microsofl either releases generally (such as Producl servEc'packs) or provides to Cuslomer to add ress a speciFic is'(re. "License" rneans the riglrt to download nstill. access anrl use a product. Fo( cerlain Products, a Lrcense rnay be available on a faved lernr or subscription basis ("Subscril)lion License"). Licerlses {or Onli e Servkes will be consi(lered SL,bscription Licenses.
'Nlicrosoll" nteans lhe Microsoft AfFiliate lhit has entered inlo tlris Agreernent or au Enrollnrenl and ils Altiliales. !s appropriale.
-Online Services nrean5 the lVicrosolt-hoslJd services klelrliled as Online Seryices rn lhe Product Terms. "Online Services Terllrs'rrrearrs lhe a<ldrtiJnal le.ms lhat apply to Custonrer's use of Orrline SeNices pUblishecl on the Volume Lrcensrng Srte an(l'updale(l rrorn l[ne lo trn]e "Producl" means all products ldentified in the Producl Ter.ns, Suct) as all Softwar€, Online Services and other weD.based services, inclutling pre-release or bela versions. "Product Terms'means lhe (locurnenl lhal piovides infoonation aboul Microsoft Products and Prolessional Services a'./ailatrle lhrouglr volunre licensing, The prodrqt Terms (locument is publisired on lhe Volunre Licensing Site and ls updaled.lrorn time to lime
"SLA" nreans Service Level Agreement, v/hdh specities the minimum service level for Online Services ancl ls pul)lished on lhe Volume Licensing Site.
"Soflware' nreans licensed copies ot Microsdll soflwar€ identifiecl on the Producl Terrns. Software doeE nol include Online Servires, but Sottware may be Dart ol an Online Service. ''Software Assurarrce" is an oflenl,lll l)y Microsolt thal provides new version rights and other beneFjts for Products as further described in tlre Product Terms.
^l'rade Secrel" nreans infomalion that is not generally kno!,rn or readily ssceriainablo to th€ public, has econornic value as a resull, and has beerr subiect to reasonable sleps under tha ciriomstaoces to rnainlaii) its sec.ecy. I
"use" or 'run" means to copy. install. use, aqcess. display, run or otherwise hlteracl.
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"Use Righls' meons the use riglrls or terms ol service for each Product p'rblished on lhe VolunE Licensing Site and updated From lime to time. The Use Rights supersede the ternls of any end user license agreement that acconrFanies a Product. The Use Right3 for Soflware are putJlished by Microsoft ir) the ProdUDl l erms The Use Rights for Online SeNices are published in the Online Servises Terms. "VoltlnleLicensingSite'n,eans@ora5ucce5sorsite
How the Enterprise program works.
a. Gerleral. The Enterprise progrirn consists ol the lelrns and condrlions on whiclr ao Enrolled Atliliate rnay acquire Producl Licenses. Under lhe Enterprise program, Cuslon)er and ils Afliliates may order Licenses foi Ploducls by entenng irto Er]rollmenls D. Enrollnrerlts. The Enterprise program gives Custorrer and,,or its Atliliates the ability to ente. inlo orre or more Enrollments to order Pro(lucts. Subscription Enrollments may be available lor some ol lhese Enrolhnents. l,lolwilhstanding any other provislon o, this Agreement, only Enrolled Aftillat€s idenlitied in a'n Enrollmenl will be respor]sible lor cornplying wilh lhe texns of lhal Errrollrirenr. includ,ng thb lerms ol this Agreemenl rncorporaled by reference in that Enrullnrent
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3. Licenses for Products.
License Grar)t. 14icrosofl grants lhe EnlerJ)rise a non-exclusive, v,/orld,/ride an(i limited riglrt to dor/flload, inslall and use sollware Products. and lo access and use the Online Services, each in the quantily ordere(l under ar Enrollment The righls granled are subject lo lhe lerms ol lhis Agreenrent, lhe Use Righls an{l the product Te.ms. Microsofl reseryes all rights nol expressly granled in lhis A!!reerhenl.
Ouralion of Liconses. Subscription Licenses .]nd most Software AssuEnce rights are teorporary and expire ulren thi applicable Enrollnrenl s t'-.rminatecl or expires, unless the Enrolled Afliliate exercises a buy-out oplion. which is available for sorre S!rbstriplioIl Licenses Er(cept as otheMise noled irl the applical)le Ervollfi]enl or Use Riglrts all other l-icefrse5 becorne perpetual only .jJhen all Daynents lor that License have been nlade and lhe initial Enrollmenl leln has exnired.
Applicable Use Rlghts.
(i) Products (other than Onlirie Servlces) 'l he Use Riqhts in etfect on lhe elfective date o, the applicable Enrollment lernl \,rill apply lo Enlerprise's use ol the versron ol each Product lhat is currenl al the lime. For luture versions and new Products, the Us€ Rights in eftect wh€n lhose versions and Prodrrcts are first released willapply. Changes Microsolt makes lo the Use Rights lor a partiiular version will nol apply unless the Erlrolled Aftiliale chooses lo have lhose chenges 6pply. The Use Rights applicable lo perpetual Licenses lhat were mquired trnder a previous agreement or Enrollrnent are deternined by lhe Agreernent or Enrollmen( under which they were acquired. Renewal of Sollware Assurance does r)o1 clrange which LJse Rights apply lo lhose Licelses.
(ll) Onllne Scrvices. For Online .Services. the Use Rights in elleci on the subscription start clste rvillat)ply for lhe sLrbsr:ription term as detinerl in the Product Tern)s.
DownOrade rights. Enrolled Afiiliate 'nay use a earlier versiqn qf a Producl other lhi|lr Onlne Services than the version that is crrrrent on the efreclive date oF the Eflrollment. For Licenses acquire(l in llre current Enrolheht terrn, lhe Use Rights ,o. the currenl ve.sion apply to the use of lhe earliel version. lf the eailier Producl versior] includes fealrrres that are hot i ttre ne'r/ version, then the LJse Rights applicable lo the earlielrersion apply with ,espect to those features
New Versioh Rlglrls under Sollware Assurancc, Enrolled Affiliale musl order and mainlain contir'ruous Software Assr,rrance boverage for each Llcense ordered With Soflwarc Assurance coverage. Enterprise autornaticdlly has tlre right lo use a ne,,v version ol a licensed Product as soon as it is released, even if Enrolled Afliliale chooses |rol lo use tl|e nev, velsion imrnediately I
li) Except as olherwise Dermiltbd under an Enrollmenl, use of the new version willbe subject lo lhe new vetsioll s Use Rights.
(ii) ll lhe License for llle ea.liel version of the ProdLrct is perpetual at ll]e lime the rew verrion is released, the License for the new version will also be perpetual. Perpelual Licenses oblained through Sollware Assurance replace aoy perpetLral Licenses for the earlier verslon.
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l-iconse confirmation. This Abreement. the applicable Enrollmenl, Enrolled Affiliale s order confirrnalion, and any documenlaton evidencing lransfers of perpetual Licenses. logether vJilh prool ol payrnent, !,,,ill l)e Enrdlled Alfiliate's evidence of all Licenses obtained lnder an Enrollntenl
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c. Licenses. The types of Llceirses available are l1) Licenses obtalned rrrder Soltr./are Assuraoce (L&SA). afld (2) Srftscription Licenses. These Licens€ types as well as addilional License Types. are further d€sciibed in the Producl Lisl. 4 g. Reorganizations, consolidatlons and privatizatioIs. llthe number o, ticeflses covered l)y an Enrollmenl changes by nrore lhan len percent as a result of (1) a reorganizatioo, consolidatiorr or privalizatio,i of an errtity or an operaling divisbn. (2) a privalization of an Affiliate or an operating division ol Enrolled Afliliale or any of its Aftitiates, or (3) a consolidatrorl including a rnerger wilh a lhlrd parly thal has an existing agreemenl or Enrollmenl. Microsofl will lvork with Enrolled nfiliate in good laith to dele[nine how lo accommodate ils changecJ circumstances ln the cottext of ihis Agreenrenl.
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Making copies of Products and re-imaging rights.
a. Gcneral. Enrolled nltiliale rnay' nrake as.nany copies ol Producls. os it needs to distritJule them v,,ithin lhe EntsrprisB. Copiss mus.t be true and Dornplete (inc|rding copyright and lademarl notices) lronr nlaster copies otjlained From a Microsoft approved fullillntent source.
Enrolled AFfiliate may use a third party to mafte these copies, but Enrolled Atlitiale agrees il $rill be responsil)le forany third party's ac(ions. Enrolled Affiliate agrees lo make feasonable eflorls lo notily its errployees, agents. arrd any olher individuals vrtro use the Products that the Pro(lucls are licensed tronl Micrbsoll and subiect to the terms ol thii ngreenrent. b. Col)ies tor trairlirrg/eval(iation and back.ul). For all l>roducts olh€r lhan Online Services.
Enrolled Afliliate may: (1) use tp lo 20 cornplimenla,y copies oF any lacensed Producl i[ a dedic€ted lrainlng lacility on its premises lor purposes of training on tlrat 0arlicular Producl. (2) use up to 10 complinrentary copies of any Producls lor a 60-day evaluation period, ancl (3) use orre ccxnplimentary copy ()f any licensed Ploducl for bacl(-up or archival purposes lor each ol its dislinct geografrhic locations, Trials for Online Services may be available iF specitied irr lhe Use Righls
Righl to re-image, ln ce.taio cases. re-imagir)g is pe.milled using lhe Prodlcl rnedia. lf the tulicrosolt Producl is licensed (1) ffoflr ao original equipment man(rfacturer iOEM), (2) as a full packaged Producl tlrrouglr a relail source, or (3) under another lvlicrosof( program, tlren media provided uDder lhis Agreernenllrnay ger)erally be used lo creale irnag€s for 1r5g rn place of coPies provided through that sebarate source, This right is coditional rrpon the lollov,ring:
(i) Separate Licenses nrusl be acquired lrom lhe separale source for each Producl lha( i5 re" imaged,
(ii) Ihe Product, language, version, aod comfronenls of lhe copies rnade rnusl be identical to lhe Pro(iuct, language, veraion, and all coorponents of the cooies they replace and tlre nurnher of copies or inslancbs of lh€ re-lrraged Product pern!itled remains the sanre. (lil) Ercepl lor copies ol an operrattrg systern and copies of Producls licensed under another Microsofl program. the Product typa (e.0.. Upgrade or lull Licanse) re-inraged ll]usl be identicallo the Product lype licensed frorrl lhs separale soulce. (iv) Enrolled Alfiliat€ musl adhere 1o any Producl-specrfc processes or requiremenls for reimaging iclenlilied in the Product Terms Re-imaged Pro(lucts remain su6ject to the l€rn)s and use {iglrls ol the Licer}se acquire(l fronr the separate source This subdection does not creat€ or exlend any Microsolt warranty or support obligatior.
T ran sferri n g and re as s ign.i ng Li ce n s es.
a. Licerrso transfe.s. License ll'ahsfers are nol permilled, ercept tlrat Customer or an Enrolled Alfiliate may lransFer only fully-plaid perpetual l-lcenses to:
(i) an Afliliate, or
(ii) a lh'rd paty solely fi) colnectio^ wllh lhe lransfer ol ha.d\./are or eilployees to whorn lhe Liccnses have been assigned as frart of (A) a prlvali2alion of an Allilial€ or agency or ol an c
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6 operaling drvisiorl ol Enrolled All iale or an Atfiliate (B) a reorganizalion or (C) a consolidation. I
Upor) such trarrsfer Cr.rslorrrer lor Enrolled Affiliate must Uninstall an(l (liscortli ue osirrg the licensed Froducl and render ani copies unusable
b. N otilicatlon ol l-ice[se T ra r rslcr. Errroiled Afliliate orost nolify Microsoll ofa Lrcense transfe, by cornpleling a license' transfer fornr, which can be obtained fron] hlto://wwJ nlicrosofl.cr,nr/licenslno/corlrflcls and sending the conll)leled lorn't to [,licroso,l belore the License transfer. No License transfer lvrll be valid unless Enrolled Afnfiale plovides Io llre lransleree, an(l the transferee accepts in rvriling. doc(rments suFficient lo enal)le the transferee lo ascertair lhe s()oie, purpose a d lirnilalions ol lhe rights grantecl by i/icrosoft un(ler the lice[ses being lransferred (includingthe apt)licable Use Rights, use ar)d tral]sfer reslric|ons, Ivarranties and lirnilalions of liabilily). Any Lrcense lransler not nlade in compliance qrith lhis seclion lrill be void
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c. lnterral Assignrrrenl of l-icelses arrd Software Assuralce. Licenses and SoFlwrre Assurance mr]st be assigned lo a single user or device within lhe Enterprlse. Licenses and Soll,/are Assurance may be reassigned within the Enlerptise as described ir) the Use Riqhts Term and terminatian.
a. Ternl. The lefln oF this Agreenr dnt will be 36 ,ull calendar nronths [.onr lhe eFFective d ale ull less lerminated by eithe/ parly as discribect below. Each Enrollment will have lhe term provided ir lhat Enrollment.
b. Ternrlnation wilhor,rt cause. Either party nray lerminate this Agroement, lvilhout cause, upon 60 dalr'vi;11"n rrotice. ln the ei/errl ot lernlination, new Enrollmenls v,/ill not he accepted. bllt any exisling Enrollment r,/ill continue for lhe term of such En.ollmenl and will conlinue to be governed by lllis Agreernenl.
c. Mid-tcrrn lermlnatlon for non.lppropriation of Fullds. Enrolled Afliliate nray terminate lhig Agreemenl or an Enrollrnent vrithout liabilily. penalty o[ lurlher obligalion to rnak€ paymer]ts if tunds to rnake payments under the Agreement or Errrollment a.e not approprialed or allocated by the Enrolled nffiliate for such purpose
(1. Tsrminatiol for cause. Wilhoul limiling any other rernedies it olay have, either party may (e[nir]ate an Enrollmeni if thd olher party nralerially brBaches ils obligations under this Agreement, inchrding any obligat,on to submit orders or pay rnvoices. Exceptwhere the breach is lly its nature not curable wilhin 30 days, the l,errninating parly musl give the olher party 30 days' notice ot its inlent to termi,nate and an opporlunily to cure the brgaclt. lf ilicrosofl grves such notice to an Enrolled Aftiliat6. Microsoft also will give Cuslomer a copy ot lhal nolice arrd Custonrer a{rees to help resolve lhe breach. lf lhe b{each aF,ects olher Enrollnlents arrd cannot be resolve(l bet!./een Microsoft and Enrolled Aftiliale, logelher with Customer's help, wilhin a (easonable period ot lime, tulicrosoft rnay ternrinalo this Agreement and all Enrcllnrenls under it. lf an Enrolled Affiliate ceoses lo be Custorner's Afftllate, it rnust pron)plly nolify Microsolt, and dlicrmoft nray terminate the former AFfiliat€'s Enrollment lt arl Enrolled Affiliate tenninates ils Enrollrnenl as a resutt of a lrreach by Microsolt, or if lvlicrosoft lernrinates an Enrollment becaus€ Enrolled Alfiliale ceases to be Customer's A[[iale, then Enrolled Affiliate v,/ill have the e:rly lernrination rights described in the Enrollnrenl. e, Early teflnination, ll('l)an Enrolled Afliliate tenninales its Enrolln']ent as a r€strll of a breach by Mhrosoft, or (2) if Microsoft terminates an Enrollme t because the Eorolled Afliliale has ceased to be (tn Aifiliale ol Cuslorner. or (3) Enrolled Alriliate lerminales an Enrollment lor nor)- approprlation of fr.rnds, o. (4) Microsolt terminates an Enrollttenl for norr-payment due lo nonapproprialion ol lurds. then the Enrolled AfFiliate wrll l)dve lhe lollowir)g opliorts:
(l) ll may imnr€diately pay the iolal ren]aiain0 amounl due. including all ir\slallrnenls, in which case, the Enrolled Aflilaate wll have perpetual righls for all Licenses il has ordered: or Paqa 5 ol 1l
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I li) ll [)ay pay only al.r]ounls due as oI lhe lemir)ation dale. in lvhich case lhe Enrolled At,rliate \.t/ill have perpehral l-icenses for:
1) all copies ol Products (including the lalest version of Products ordered rrnder SA coverage in llre ctrrrent lenn) lor which psyrnent hos been nEde in Full, and 2) tho numtler of copies of Products il has ordered (inclrdhg lhe lalesl ve(sion ot Products ordered under Software Assurance coverage in currenl lerm) lhat is proportional lo the totalbf installment payrirents paid versus iotal amounls due (paid and payable) if lhe early terminalion had not occurred
(iii) ln lhe case of early leflnination rioder sulrscriplion Errrollments, Enroll6,i Affiliate wlll have the following oplions: r
1) For eligible Pro(lucts, Eirolled Affiliate may olllain perpelual Licenses as described in the seclioD of lhe Enrollmenl lilled 'Buy.out option," provided that fulicrosoft receives lhe buy-oul order for thbse LjcensBs wilhin 6b rlays alter Enrolled Alfiliate provirles rrotice of lernrirralion.
2) In lhe evenl of a t realh l)y Mic(osolt, il Customer clrooses not to exercise a buy-o(t (ption. Microsoft will issue Enrolled Alfilaite a creclil for any amount paid in advance for Subscription Licenses thal lhe Enlerprise will not be able to use lo do lhe lerminalion of the Enrollinent,
I'lothing in lhis section shall aflecl perpetual LiceDSe rights ac(l(ired eilher in a separale agreement or in a prlor lerr'rr o[ thB lelnrinated Enrollmeltt.
Eftect of tcrminatlon or explrailon. .\l/hen an Enrollmenl expires or is tertlinat€d. (i) Enrolle(l Alliiate musl orde.,Licenses for all copies ol Pro(hrcls it has ruo for which il has nol previously subnrrlted an brder Any and allunpaid payments lor any order ol any kincl remain due and payable, F-xcept as provided ir the subsectior) litled "Early termination," all unpaid paymenls lor Licer'rses immedialely become dr]e and payable, (ii) Enrolled Affrliale's ight to Soft^,are Assurance benefils under lhis Agreement encls iF il does not renew Software Assurance
g. Modlflcatlon or terminallon of an Onllne Service tor rcAulntory reason6. lllicrosofl nray rnodily or tetninate ao Orrline Service !.rlrere llrere is any cuffe,lt or luhrre oovernnrent requirenrent or obligation thal; Ill) subjects Microsoft to any legulaliorr or requirenrenl rrot generally applicable lo businesies operating in the iuri8dic,tion. (2) presents, hardslrip for lvlicrosotl lo contin(€ operati,rg the Online S€rvice withoul nrcdification; and/or (3) causes Microsoft to believe these lernls or ihe Online Service may conllict with any such requirenrent or obligatioo.
h. Prograrn updates. Ivlicrosolt n)ay make clra ges lo lhis Frograin thal will make il fecessa.y for Curlorne. and (s Enrolled Aftiliales to errter into new agreemenls and Enrollmenls at lhe time ot an Enrollnrent rerlewal.
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Use, ownership, rights, aid restrictions.
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a Pro(lircls. Unless ollrerwrse specitied in a supplenrental agreemenl use of any Product is governed by the tJse Rights sd€cific to each Fr(xl(ct ar)d versioo 3nd bv lhe terms ol the applicable supplenrelltal agreerient.
lr. Fixes. Eaclr Fix is licer]sed under the same terms as the Product lo which il applies ll a Fix is not provided for 0 npecific Proddcl, any use rigllts tulicrosolt plovides wilh the Fix \r,ill apply c. Non.lvllcrosoft sott,,vare nod technoloUy. Enrolled Atfiliale is solt.-ly responsible for any no - l\,4icl.osofl sollware or technology that it irlslalls or uses wilh tl're Ploducts or Fixes. llAIu roA(r'luSlSLCrI G]lNov2Dl6l Pn$e6otil
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rl. Restrictions. Enrolled nffiliale m(lst rot (and ls rol licensed to) (1) revelse engineer, deco[]pile, or disassemble any'Producl ot Fix, i2l inslall or use non-Microsofl soflv/are or lechnology in any way that ,.,/ould subiecl [,licrasoft s rntelleclual properly or technolooy io any . olher license terms; or (3) work aroun(l u,ry techlrcal ftrnilations in a ProdLrct or Fix or restrictions in Producl documenlalion. Cuslorner mlrst nol (and is not licensed tol () separate and rrrn paris ol a Paoducl or Fix orr rnore lharr one device, upgrade or dor.,/ngrade parls ol a Product or Fix a( di(ferent limes, or lransfer parls of a Produ(:t or Fix separately: or (ii) dlstribule, sublicense. rent. lease, lend ani Producls or Fi:{es ln whole or ir'r lla , or use thern tD oller hosting services to a third parly.i
e, Reservation of rights. Producis and Fixes are prolected by copyright and olher intelleclual ploperty rights laws and inle(dalional treaties. i,ricrosofl reserves all riglrts not e\pressly granted in this agreement. l.lo ghts will b€ granled or irnplied by v./aiver or esloppel. Rights to access or use Soltware on a bevice <lo not give Customer any right lo implemenl fulicrosoft l)olents or olher iJi(:r(rsoll anlellectual prope y in lhe device ilself or in an,/ other soltware or devices
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8. Confidentiality.
''Co0fiderrlial lnforinalion'is non-public inlornalion lhal is desigIated "cootidenlial" or thal a reasor]able person should understan(l is conlidenlial, including Custorner Oata. Confidenlial llfonnation does not include inloflnation thal (a) becomes publicli ayailable lvilhoul a breach ol this agreernent. (b) lhe r€ceiving party received lavdully frorn anolher source withoul a conlidentiality obllgation, (c) is independenlly developed. or (dJ is a comrrenl or suggestlon volunteered about lhe other party's business Droducls o. serv'ces.
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Each parly will take reasonable sleps to protecl lhe olher's Confidential lnforrnstion arrd v.,ill use the other porty's Confidential lnformatio^ only for t)urposes ol lhe parties busioess reletionship. Neitlrer party will disclose thal Confirjential lnlonnation lo lhird parties, excepl lo ils employees, Aftrliates, conlraclors. advisors and corrsultants ('R epresenlatives") and then only on ;r need-to-knew basis lrnder nondisclosrrre olrlEations at leasl aE prolective as tltis agreefient. Eilch parly lernains responsiDle for lhe use ol lhe Confidential lnforlnation l)y its Represer]tatives and, in tlre e'rent oI tliscovery of any rr na(,thofzed Lrse or disclosure, rnust promptly nolify the olher party.
A Farty m.1y disclose theother's Confidential lnFqrrnatio if re(tuired bylaw, bul only aller it nolilies lhe olhsr parly (if legally pernrissiole) to enable the olher pany to seel( a proleclrve order. fleither porty is re(luired to restrict worl( assibnments of its Replosenlatives v{ho have had access to Confidential Inlorrnation Eaclr party agrees lhal lhe use o, inlormalion retained in Represenlalives' Lrnaided menlories in th€ devoloprnenl or deployrnent of lhe parlies' respeclive products or servrces does nol create liabilily tlnder lhis Agreemenl or trade secrel law, and each party agrees to limit what it d;scloses to lhe othel accordinglv.
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These obligalions apply (i) for Customer D;ta unlrl rt is (leleted [rorn lhe Online Seryices, and (ii) tor all olher ConFidenlial lDfofination. for a period ol hve years aFter a party recBives the Confidential lnlornralion.
9. Privacy and compliance iitn u*".
a. EnrolFd n lliliate consents lo the processing ol personal inFol|nation by lvlictosoft and ils agenls to facilitale the subject matter bf this Agreemenl, Enrolled Atliliate r./ill oblain all required consenls trom lhird parties un(ldr applicable privacy and (lala proteclion lavJ before firoviding personal informatioI to i.,licrosoll
b, Personal informalion collected under this agreernenl (i) rnay lle lranslerred, slored arld processed in lhe United S(ates or any olher coLmtry in which Microsotl or its service providers mai.rtain lacililies and (ii) ,rill be sutject lo lhe privacy lerms sFeci,iecl in the Use Righls. l/icrosofl will allide by lhe requirements of European Economic Area and Swiss dala proteclion f:A20 lOi\0r(llslsl (i(l!rl( ;)ttl,,'/?O I iJi F:iCeTolll Obcu,llcnr X?r).10209
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law legarding the colleclion, lse lransler. retentior], ancl other ptocessirrg oF personal dala trofi the European E(|or'(nnio n iea and Switzerland,
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U.S,exDorl. Productsand Frxesare subject loU.S. exporl jurlsdiction- Enrolled Af{iliate musl comdy with all applicable in,ternational and national lavJs. inclLrding the u.S Eyporl ndnrinistration Regolalions and lnlernational Traflic in n trns RegUlalions, and end-use., end use and deslinalion reslricllons issLred by U S. and olher governrnenls related to l',4icrosofl producls, services and lechlrologies
10. Waffanties.
Lirritecl warranties an(l rernedies.
(i) Soatware, ltlicrosoll waffadls lhat each v€rsion of lhe Sollr,rare vr'ill perform sutlstantially as described in the applicable Product docun'rentation lor one year fronr the date the Enterprise is firsl license(lrlor lhat version ll it does nol and lhe Enlerprise notilies fvlicrosolt within lhe warronty lerrn, lhen tulicrosotl will. al ils oplion (1) relurn lhe price Enrolled nfliliale paid for the Softwarc license, or (2) repair or replace the Software. lii) Onlineservices, lvlicrosoli warrallts thateach Onhne Service will perlol]n in accordance wllh lhe applicable SLA (lrrrlng lhe Enlerprise's use. TIle Enlerprise's terltedies For breach of lhis war.anty "ire in the SLA.
The rernedies abovs are ltr€ Enlerprise's sole rernedies for br€ach ol lh€ vrarranties in ltris seclion. Cuslorner waives any bteach ot tr'arranty clainrs nol made d uring lhe warranty period Exclusions. The !./arranties in this agreement do nol apply lo problonrs caused by accident, abuse, or use in a nranner irrconsistent wilh this Agteernenl. inclucling faiture lo meet ntinimum system re(luirernenls. These lwarranties clo not apply to Free, lrial, pre-release, or beta produrts. or to conrponents o[ producls that Enrolled AFfiliate is permitted to redislribt 6.
Oisclaimer, Except ,or lhe'lirnited war.anties above, Microsoft provides no other warrarrties or condlllons arid disclairns any other express, atnplied, or statutory yrarranties, inclrrding lvarranlies ot qtlality, litle, nolr-infringemenl, merchantability, aDd titness lor a par{icular pirrpose.
11. Defense ot lhird party claims.
The parties will dEtend each other againsl lhe third-party clainrs clescribed in lhis section and will pay the amounl ot any resulting adverse frnal judgrdent or approved selllement. but only if the delerding party is l)romplly [otiti€d in wriling ol the claim and has ltrc righl to conl.ol the deFerse and any settlemenl of it. The party being deFended Inust provide the detending party r.,rith all requesled assislance. inlofinalion, and aulhority. The defending party vi ill reimburse the olher pady for reasonat,le out-ol-fJockel expeoses it incurs h't ploviding assistance. This section describes lhe parlies'sole rernedies and entire liability for such claims a. By Microsolt. Microsolt willdelend Enrolled Affiliale againsl any lhird-parly clainr totheextent it alleges lhat a P.oducl or Fix made available by nricrosofl for a fee and used within the scope oF the license granted (unmodified [rom the fornr provided by Microsofl and not co bined with a ythillg else) rllisappropriales a lrade secret or directly inlringes a patent, copyright. trademark or other prop.ietary righl ol a third party. lf Microsofl is unable lo resolve a claim of ioiingenrerlt under conmercialiy reasonable lernrs, il may, at ils option, eilher (l) rnodify or replace ltre Producl or Fix with a lunclional equivalent: or (2) terminale Enrolled Alllliale's license and refund any prepaid license lees (less deDreciation on a five-year, straight-line basis) for perpetual licenses snd any amo(nt paid for Online Sen/ices for any usage period aller the lennirlatlon date. Microsott rvill not be liable for an y clalms or damages dUe lo Enrolled Affrliate's continued use ofa Prohr.rclor Frx alte. being notitied to stop due to a thkd-party clainl. b, By Enrolle(l Ariiliate. 'l'o lhe dxtent permilted by apt)licable l8\,v. Enroll€d AFf iliate ',vill defend Microsolt against any lhird-party claim lo lhe extenl it alleges thal: (1I any Custonrer Dala or I
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non-Microsoft soltwat'e hosled in arl Online.Service by Microsoft on Errrolled Afliliate's behalf misappropriates a trado secrel or directly infringes a pateot, copyright, lradernark, or other proprietary dght of a lhild partyi or (2) Enrolled Affiliate s use of ary P.o(lucl or Fix, alone or i,r combinalion \,rith anylhing else. iiolales lhe 1a,.,,/ or darnages a lhird party
12. Limitation of liabitity.
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Fo[ each P.oducf. each par ly s r]laximu|I, a{lrregate labil(y to the ollrer Urder lhis Agreerlrerrl is I rniled to direcl danrages Iinally awarded ir'l an arnounl llot to excoed lhe amorrrts Enrolled Affiliate was requirecl to pay for lhe applicable Products drrring thel(e,rr! ol lhis Ag,eemenl, stiblecl lo lhe followillg:
a. Ooline Scrvices. Por Online Sdrvices, I\iicrosofl's maxirnum liabilily to Enrolled Affiliate for any inciderrt giving rise to a clainl will nol exceed lhe amolrnl Enrolled Alfiliate Paid fol the Online Servlce dl;ing the 12 months before the inci(lenl.. b. Free Products ard Dlstrilrutatile Cocle, For Producls provicled free of charge and code that Eorglled Affiliate is aulhorized lo r.edistribute to lhird padies wrthoul separale payment to lvlicrosolt, Microsoft's lialrility is limited to direct darnages tinally awarded trp lo US55,000. c. ExclusloDs. ln no everrl will either parly be lisble lor rndirect, inci(lenlal, special, punitive, or aonsequential damages, or for loss of ltse, loss ol busirless inlolmation, loss ol reventle, or interr(plion ot business, howevdr caused or on any theory of liability. (1. Excoptions. No lirnilalion or exhlusions will app ly to liability arising oul of eithel parly's (1) conlidenliality obligations (except for all liability relaled lo Cuslourer Dala, whicll wall lemairl sutlject lo lhe lirnitalions and €xclusions abovel; {2) defense obligations: or l3) violatiorl of the other party's inlelleclual properly rights.
13. Verifyingcompliance.
a. Right to verify campllance. Enrolled Alltliale rnust keep reco(s relating to all use and distributbr of Products by Enrcilled Affiliale and i(s Atfiliales. [4icrosofl has the righl, at its expense, to the exlent pennilted by applical)le lav/. lo verify compliance v'?ith the Frdltrct's license ternr!. Enrotted Atfiliate rnust prornplly provide lhe independe[t audilor with any informatlon llre auditor reasonably reqr|ests in f(trltrerance ol the veilicalion. atrc uding access to syslems rurlning llre Products and eyidence ol Licenses for Prodtlcts En,olled Affiliate hosts, suhiicenses, or rlEtributes to lhird parties. Enrolled Afliliale agrees to conrpl€t€ l\,rticrosofl's self-a(dit process, which Microsoft n]ay require as an alterrlatlve to s third party audil t) Retnedles for llon.con)pliance. lf verification or sell-audit revenls any [nlicensed lrse o. distribution. therr wilhin 30 days', {1) Enrolled Afliliale must order sufllcient Licenses to cover thal use or clistrihution, and (2) i[ unlicensed (rse or distribulion is soli or rnore. Enrolled Affiliat€ rnusl reinlDurse Microsolt foI tlie cost Microsoft has incurred in verification and acquire the necessaty ad(litional licenses ,i t2So ol the price based on the then-currenl price list and Enrolled Affiliate price lcvel. Thi unlicensed use perceolage is based on lhe total number ol licenses purchased conrpared tcj€ctual install base. lf there is no unlicensed nse, Mic.osoll erill nol subiect Enrolled Affiliale toianotner verilication For al least on€ yea[. By ex€rcising th€ riohts and procedures described above. Mic.osofl does not waive its nghls to enlorce this Agreerner'rt or to p.olecl its inlellectual properly by any olher nreaos Permitted by law. c. Verification process. lvlicrosoft will notily Enrolled Alllliale al leasl 30 days in ad'./ance of its intent to verify Enrolled Affiliate's compliance !.Jith the license lerlns for ihe Producls Enrolled Affiliare and its Alliliales use or dislribule. MicrosoFt willengage an inclependent ardito.. which vrill be subject to a conliderrtiality obligation. Any rnformatio[ collected in the seltaudit will be used solely lot.purposes of determining conrpliancc. Tlrs verilicatioo will lake plsce during norrrEl business horJrs and in a manner llral does not interlcre (nreasonably with Erlrolled Atfiliate's operations.
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14. Miscellaneous.
1 a. UsG ol co [traclors. Mic rosolt moy u se contraators to Derform se nrices, b ul wr be resporlsible for lheir r:erlotnranc€ strbiecl to lhe lefins olthrs Agreenrerrl l). Microsoft as irrdependenl aoJrtru"tor. The p.irlies .ire indepen(lenl conlraclors. Enrolle(l Afliliate and Microsoll cach rndy (levelop t)roducls independently ,,vilhout using tho others Conlidential lnlonrratiorl
c. Notices. N olices to u rcrosolt nrlLrstbcsent to the a(ldress on f he srgnalL,re loflr r. Norices rnusl be in witing and will be trealed as delivered on the date sho\,,/n on the rel(rn receipt or on the courier or lax conlifinatior ol delivery. uicresolt rnay provide rnformation to Enroll€d Alfiliale aboul tDcomlrg ordering deadlines. servic€s, and sul)sciption informatlon in electronrc lofln, including by email to conlacts provided hy Enrolled Affiliale. Enrails will l)e trealed as (ielivered on the transmissiofi date.
(1. Agrccrnont not exclusive. CLrslon'rer is free to enter into agreenrenls lo license. Lrse o, promole non-Microsolt products
e. Anlendrnsnls. A,1y arnendmerit to lhis Agreement must be executed by bolh parlies. except thal llticroson may change thd Procluct Terms and the Use Righls fmrn lirne lo time hl accordance \,rith llre lerrns ol tlris Agreernenl. nn, conllicting termsand condilions coolaine(l ir) an Enrolled Alliliate's purchasb ortler will not .rpply. Microsoft may require CIslorner to sign a ne\,, agreemenl or an anrendnrenl belore aI Ertrolled Alllliale er]ters into an Enrollrnenl undeJ ris agreer]renl I
f- Asslgnment. Eithet parly rnay assign this Agreernenl to an Affiliale, bul musl nDtify lhe other party in writing-of the assignnreht. Any other proposed assignmenl rnust be approved by lhe non-assigning pady in wriling. Assignrrrenl ,,',,illnol relieve tlre assigning pany ol its obligations under llre assigned agreement Any altempl€rl assignment ,.vitlrcul required approval will be void.
g, Appllcable lawl dispule resol,lrtion. Tlre terms ol llris Agreerrsnt v,ill be goveftred t)y llre laws ol Cuslomcr's stale, wilhout grving eftecl to its conllicl ol laws. oisputes relating to this Agreemsnt will be subiect to applicable dlspule rcsolutiorr laws of cuslor)ler's state. lr. Severabllity. llanyprousion inlhis agreernenl is held to be urrenlorceable, lhebaiancaofthe igreernerll rvill remain ir full forie and eflec,t
i. Waiver. Faihrc to enforce any'pro,rision of this agreeDrent !,rill not constitule a waiver. Any waiver musl be in writing and signed l)y the waving parly.
No thlrd.paray beneflclarles
rights.
'This Agreement does nol crRale any lhird-parly beneficiary I
k. Snruival. All provisions survive lennilralior] or expiral on ol this Agreernerrt excepl those re(luiri]rg perfornrance orly durirlg tlre terl]r of lhe Agreement, l. Managemcnt and Reportlng. Qustomer ancl/or Enrolled Afliliate nray nranage acco(nldelails (e.9., contacts orde.s, Licenses. software dorvnloads) on Microsoft's Volume Licensiog Service Conlef ('VLSC') web site (or srEcessor site) at l][urs //wv v nricaolqllcor]lllicensirro,fseryl,:ecenter. Upon the effeclive dale of lh s A0reenrenl li<iE-nv e,i6li eiillrr:Jiontiiif st r,lerwie,rr rcr, this purpose ,r,/itt be providecl acce.ss to this sile and may aullrorize addrtional Lrsers and contacts. m. Orde. of precedence. lnlhecaseof a conllici betr,/een any docunrenls in tlris Agreemenllhat ls nol expressly resolvecl in lhosd docunr€nls. lheir ternls will conlrol ir\ llre following order frollr highest to lDwest priorily: (1) lhis Enterpriss Agreemenl, (2) arly Enrollment. (3) the Producl Terms. (4) lhe Online Services Terms, (5) o(lers subo]ilted ullder this Agreemenl, a^d (6) arry otlrer docunrents in this Agreehlenl. Terms ln an art]endrnerl control over the amended docr.rnen, and any prior 3melldrnenls concernin0 lhe same subiecl malter.
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n. Fr€e Prodtlcts. ll is lr/icrosoll'd intent that the terms olthis Agreemenl and the Use Righls be ro corirpliance with all applicable lederal law and regulations. Any lree Producl provided to E'rrolled Altiliale rs tor the sole irse and henefit of the Enrolled Alriliate, and is |rot provided for use lry or personal benefit of ani specific government enrployee o. Voluntary Product Accessibility TeDlplates. lvlicrosolt supports th€ governrnents obligalion lo provide accessible lechnologies to ils cilizerls witlr disabilities as req(ired by seclion 508 ol lhe Rehabilitation Act of 1973, aod ils slale larfl counterparts. The Voluntary Producl Arcessil)ility Tell]plates ('VPATS"] for the Microsofl techoologies used irl providh$ th€ Orline Seruices can be found at Microsoft's VPAT page. Further informati(1n r ega(jing nricrosoft's coflrnrilmer'rl to accessibilily can bE lound at lltlp ,//w,*vr.flicrosofl.cor r't/enabl€. p. Natural dlsaster. l,) llre e.rent ol a "Iatural disaster,' Microsofl rnay provide additional assistance or rights by posling tlem on JIlgl4l4.lUufftllSsgg-gglf at such iime. q. Copyrighl vlolatlo[. Excent as sel Foih in lhe seclion above entilled 'Transfelling and reassignlng Lacenses', the Enrolled n fliliate agrees to Day for, and comply wilh lhe lerms of this Agreenrent and the Usa Righls, for the Products it us€s. Except to tlrg ex te nt En rolled AFfilial€ rs licensed ur)der llris Agreefirad. it lvill be responslNe lor ils br'each of lhis contract and violation of Microsofl's copyri0hl in the Products, including paynent of License fees specified in this A0reement for Lrnlice0sed use.
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supplemental Contact lnformation Form
This lorm catl be used n combinalioh wilh MBSA, Agreernent, and Enrollment/Registration l{owever. a separale form mrsl l)e submiited for eaclr enrollment/registration. \.,ten more lllan ohe is subnritted on a signat(fe lorm. For lhe purposes ol tlis form, 'elltily" can mean lhe signing entity, Cuslorrrer, Enrolled Atfiliate, Goverrrnterrt Palloer, lrrstilution, or olhe/ party errlerirrg inlo a volurne licensino prooram agreement. Primary and Notices con(acts in this form will nol apply to enrollments or regislralions.
This forin applies to E rrBsA I
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lrsert primary e tity narne if rnore lh6n one Enrolhnent/Regislration Fornr is submilted
Contact information.
Each party vr'ill roliry lhe olher in writinsl il any of the inloflnalion in the followin! conlact inforinalion page(s) changes. The aslerisks (') indicale required fields; if lhe entlty chooses lo designate other conlact Lypes, tlre sarne required fields raust be corhpleted lor each sectiorl. By provi(ling conlacl inloanalion. entily consents to its use for DUrposes of adnrinistering the Enrollment by Microsofl and other pa(ies that help Microsott admi]rister thrs Enrollment Th6 personal nlo,mation provided in connection with llris agr6en)ent r,rill be used and piolecle(l accordirrg !o tlte privacy slalen'tenl available al htlrrs:i,rlicensi ml.rosoll-con'r
1. Additional notices contact,
This contact receives all nolices tlral are senl from l\ icrosoft. No online access is granted to this lndividuat,
Narne of entity' Counly of Riverside i
Colrtact llanrc': Flrst Regina Lasl FLrnderlrurk
Contacl enrall address' [email protected]
Slroel addross'3450 J4lh Slreel, 4th Flooi
City' Riverside Slal€/Provlnce' California Postal co(le' 92501-3861 Country'USA
Phone'951-955-2265 Fax I
D This contact is a tlrird party (not tlre en[ity,. UJaning lllis cor]tact ,eceives personally identifiable informalion ot lhe entily.
2. Software Assurance manAger.
This cootact will receivc online pernrissiohs to rnanage ttre Sollwar€ Assrrrance benelits Lrnder llre Efrollment or Regish alion.
Name ol entlLy' Counly of Rverside
Contact narne': First Regina l-ast Fflnderburk
Contact elnail address' [email protected]
Street address' 3450 14th Slreet. 4th Floor,
City" Riverside State/Provlnce' Calilofl ria
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Postal co.le' 92501 -3861
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Phqne' 951.955-22(i5 Fax
E This contact is a third parly (Dot the enlity). Warning: This conlact recelves personally identiliable inlorrnalror) of the entily.
3. Subscriptionsmanager.
This conlacl will assign lvlsDl'l, Expression, and TechNel Plus subscription licenses lo tlre individual subsclibers under lhis Enrolhnent o[ Regislration Assignnrent of lhe subscription licenses is necessary for access to any of lhe online benefits, such aE subscription downloads. This contacl will also manage any con]pljmentary or additionalrne(lia purchases related to lhese sLrbscriplions Name of entity' Counly of Riverside
Cdntact ame': First Reqirta Last FUn(lerburk
Cootirct emall address' [email protected]
Street a(ldress'3450 14lh Slreet,4th Floor
Cily' Riverside State/Proviflce' California Postal code' 92501-3861 Country'USA
Phorrc' 951-955-2265 Fax
! This contact is a third party (not the entity). Vvarninar 'fhis contact receives personally identiliabte lnformathn ol the eItity.
4. Online services manager.
Tltis contacl will be provided onlir're peflnissions lo manage the online service$ ordered under llre Enrollment or Reqistralion.
Nanre ol entity' Counly of Riverside
Cootact narner: First Luis Last Flores
Contacl email address' LFFlores@livco org
Street addrcss' 3450 14lh Slreet, {lh Floor
City' Riverside Slate/Provilrce' Califonria Postal code' 92501-3861 Courrlry'USA
Phonc' 951"955-8114 Fax
fl Thls coDtact is a thid parly (llot llre entily). Wsrning: This contact receives perso[ally identiliable information of the Bntily.
5- Customer Support Manager (CSM).
This person is deslgnated as the Customer Supporl Mana0er {CSM) for suppon-relate(l activities Narne ol eItlty' County ol Riversi(le
Contact name': First Lois Last Flores
Corrtact enrail address' LFFIores@nvco org
Slrccl address'3450 14lh Street 4th Floor
Gity'Riverside StatelProvi ce' Calilornia Poslal code' 9250 t"3861 Country'USA
Phone' 951-955-B'l'14 Fax
6. Primary contact informatiort.
An individual fronr inside lhe orgaoizalior nrust serve as the prinrary contact. This contact receives online adminislrator permissions and nray grant online access to olhers. This co[lact also receives all nolices Lrnless [ricrosoft is provided wrilleo nolice ol a cl)ange.
Name of ontity' County of Riverside
Supc4rlracllrtoForrn(NA.lll'J1(ENt'i)it)11211 1:lJ Prgc 2 L1l :! Conlact narnc': First Jim Last Sfiltth
Corttact emill ad(lress' timsmith@rivco,org
Street address'3450 14lh Street, 4th Floor
City' Riverside State/Provlnce' CA Postal code' 92501-3861 Country^ US
l)ho[et 951-231'5S09 Fax
7. Notices contact and online administrator infomtatlon.
This irldividual receives online ard[]inislrator permissiors ard may granl or)lioe access to olhers. This contact also receives €ll notices
I San,e a.s lr n)ary coolaci
Name of cntity'
Contacl rrarne': First Last
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SUF:oIracrt,ft )Frtr r(NA.rNr)lr:ir(;lr()cr?r) | 3l FnlB 3 c,l 3 !r Microsoft Volume Licensing
Program Signature Form
MBA/MBSA number
Agaeement numter
Ngts: Enter the applicsble acliw numbeE €ssociatod with the documents below. Microsofl requires the a$ociated adive number be indicatod h€re. or lisled bclo$, as new.
For the purposes of this form, "Cuslomef can mean the signing entity, Enrolled Affiliate, Govemment Partner, lnstitution, or other parly entering inlo 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.
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 documenls incorporated by reference and any amendments and (2) agree to be bound by the terms of all such documents. \tr\tr
DATF
' indicates required field
Select PIus Agreement x2.0-04874
<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 )420-04921
<Choose EnrollmenVRegistration> Document Number or Code <Choose EnrollmenyRegistration> Document Number or Code <Choose EnrollmenUReoistration> Document Number or Code <Choose EnrollmenUReqistration> Document Number or Code Document Description Document Number or Code
Document Description Document Number or Code
Document Description Document Number or Code
Oocument Description Document Number or Code
Document Description Document Number or Code
Number or Code
Printed Title' Procurement Contract Specialist
Signature Dale' 07 I 17 12013
al entity name). County of Riverside
DC IY CO
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Printed First and Last lnes Mark FOR
Name of E
Slgnature*
Tax lD 95-6000930
ProgramSignForm(MSSignXNA,LatAm)ExBRA,ML(ENGXOct20 1 2) Page 1 of 3 Contract Document
Proposal lD
Customer
Microsoft Licensing, GP
Printed First and Last Name
Printed Title
Signature Date
(date Microsoft Affi liate countersigns)
Signature
Effective Date
(may be ditferenl than Microsoft's signalure date)
Name of Entity (must be legal entity name)'
Signature*
Printed First and Last Name'
Piinted Title'
Signature Date'
Optional 2"d Customer signature or Outsourcer signature (if applicable) " indicates required field
* indicates required field
lf Customer requires physical media, additional contacts, or is reporting multiple previous Enrollments, include the appropriate form(s) with this signature form.
After this signature form is signed by the Customer, send it and the Contract Documents to Customer's channel partner or Microsoft account manager, who must submit them to the following address. When lhe signature form is fully executed by Microsoft, Customer will receive a confirmation copy.
Microsoft Licensing, GP
Dept. 551, Volume Licensing
6'100 Neil Road, Suite 210
Reno. Nevada 8951 1-1 137
USA
Name of Entlty (must be legal entity name)'
Signature'
Printed Fir6t and Last Name'
Printed Title'
Slgnature Date*
ProgramSignForm(MSSign)(NA,LatAm)ExBRA,MLI(ENGXOcr201 2) Page 2 of 3 Microsoft Affiliate
Customer
Outsourcer
Prepared By: Name of Preparer
Emarl of Preparer
ProgramSignForm(MSSig nXNA L atAm)Ex BRA.I\,'l t (E NG)(Ocl20'12) Page 3 of 3 IIr, Microsoft Volume Licensing
Definitions...-..
How the Select Plus License program works.,.....,.......
How to establish pice level
License grant
-
what Registered Afftfiates are licensed to run. .-.,........
How to know what Product Use Rights app|y..,...,.,.,..
How to order Product Licenses. ....
Making copies of Products and re-imaging rights.
Select Plus License Program Agreement State and Local
Contents
1. 2.
3. 4.
5. 6.
7. 8.
9. 10.
11. 12.
13. 14.
15. 16.
17. 18.
10 11
12 13
11 14
1 3
3 3
4 5
6 6
7 8
9 9
Defense of infringement, misappropriation, and third patv claims-.......
Limitation of liabili
VerWing compllance. .......,,....,.......
Non-Mictosoft Sot7h are or fechno|oqy......................
Miscellaneous....
This Microsoft Selecl Plus Agreement is entered into between the entities identified on the signature form.
Effective date. The effective date of this agreement is the effective date of the first Affiliate Registration Form or the date Microsoft accepts this agreement, whichever is earlier.
This agreemenl consists of (1) the terms and conditions of this agreement and all attachments identified therein, (2) the Product List, (3) the Product Use Rights applicable to Products licensed under this agreement, (4) any Affiliate registration entered into under this agreement, and (5) any Order submitted under this agreement.
The parties agree to be bound by the terms of this agreement.
Terms and Conditions
(i) any government agency, department, office, instrumentality, division, unit or other entity of the state or local government that is supervised by or is part of Customer, or which supervises Customer or of which Customer is a part, or which is under common supervision with Customer;
(ii) any county, borough, commonwealth, city, municipality, town, township, special purpose district, or other similar lype of governmental instrumentality established by the laws of Cuslomer's stale and located within Customer's state jurisdiction and geographic boundaries; and
Document )(20-04874
Transferring and raassigning Licenses.......,.............
Tem and termination.......................
How to renew an Ordet.............,.....
Restrictions on use..........,..............
Confidentiality.
Warranties..........
1. Definitions.
ln this agreement the following definitions apply:
.Affiliate" means
a. with regard lo Customer
SeleclPlus20l 2AgrGov(US)SLG(ENG )(Oct201 2)
(iii) any other entity in Customer's state expressly authorized by the laws of Customer's state to purchase under slate contracts; provided that a state and ils Afiiliates shall not, for purposes of this derinition, be considered to be Affiliales of the federal government and its Affiliates; and
b. with regard to Microsoft, any legal entity that Microsoft owns, that owns Microsoft, or that is under common ownership with Microsoft
"available' means, with respect to a Product, that Microsoft has made Licenses tor that Product available for ordering under a parlicular licensing program;
"Commercial Product" means any Product Microsoft makes available for license for a fee; "Contractor" means any third party supplier or other provider of computer technology or related services. "Customer' means the entity that has entered into this agreement and its Affiliates; "Cuslomer Data' means all data, including all text, sound, software,or image files that are provided to Microsoft by, or on behalf of, Customer through Customer's use of the Online Services. "Fixes" means Product fixes, modifications or enhancements or their derivatives that Microsoft releases generally (such as Commercial Product service packs);
"License" means Registered Affiliate's right to use the quantity of a Product ordered. For certain Products, a License may be available on a subscription basis ('Subscription License"). Licenses for Online Services will be considered Subscription Licenses under this agreement; 'L&SA'means a License and Software Assurance for any Product ordered; 'Microsoft' means the Microsoft entity that has entered into this agreement by accepting Customer's registration;
.Order' means the document Customer or Customef s Affiliate submits under this agreement to acquire Licenses or Services;
'Online Services" means the Microsoft-hosted services identified in the Online Services section of the Product List.
'Product" means all software, Online Services and other web-based services, including pre-release or beta versions, identified on the Product List.
'Product List" means, with respect to any licensing program, the statement published by Microsoft from time to time on the World Wide Web at htto://www. microsoft.com/licensi nolcontracts or at a successor site that Microsoft identifies, which identifies the Products that are or may be made available under the program (which availability may vary by region) and any Producfspecific conditions or limitations on the acquisition of licenses for those Products;
'Product Use Rights' means, with respect to any licensing program, the use rights for each Product and version published for that licensing program at htto://www.microsoft.com/licensino/contracts or at a successor site.
'Qualifying Contract," means (1) an Enterprise Enrollment under a Microsoft Enterprise Agreement; (2) any Enterprise Subscription Enrollment entered into under a Microsoft Enterprise Subscription Agreement, or a Select Agreement.
'Registered Affiliate" means an entity, either Customer or any one of Customer's Affiliates, identified on an affiliate registration form that has been accepted by Microsoft and has submitted an Order under this agreement;
"Reseller" means a large account reseller authorized by Microsofl to resell Licenses in a Registered Affiliate's region under this program;
'Service Level Agreement" means the document specifying the standards Microsoft agrees to adhere to and by which it measures the level of service for an Online Service.
SelectPlus20l 2AgrGov(US )SLG(ENG)(Oct201 2) Page 2 ol 16 Document X20-04874
"Software Assurance" means an annuity offering that provides new version rights and other benefits for Products as described in the Product List;
"Trade Secret' means information that is not generally known or readily ascertainable to the public, has economic value as a result, and has been subject to reasonable steps under the circumstances lo maintain its secrecy.
"use" or "run" means to copy, install, use, access, display, run or otherwise interact.
2. How the Select Plus License program works.
The Select Plus License program allows Registered Affiliates to acquire Licenses at discount pricing.
Customer and Customer's Affiliates can participate in this program if Customer or Customer's Affiliate (1) submits an Order meeting the initial minimum order quantity, (2) maintains at least one active Oualifying Contract, or (3) has purchased the minimum order quantity during the 12 months preceding the effective date of this agreement. Notwithstanding any other provision of this agreement, only Registered Affiliates identified in a Registration Form will be responsible for complying with the terms of that registration, including the terms of this agreement incorporated by reference in that registration. a. How Registered Affiliates acquire Licenses. A Registered Affiliate will acquire ils Licenses through its chosen Reseller. Orders will be made out to and submitted to the Registered Atfiliate's Reseller. Microsoft will invoice that Reseller according to the terms in the applicable registration. The Reseller and the Registered Affiliate will determine the Registered Affiliate's actual price and payment terms.
b. Choosing and maintaining a Reseller. Each Registered Affiliate must choose and maintain a Reseller authorized in the Registered Atfiliate's region. c. Online Services. Online Services are provided as subscription services and are subject to the unique terms set forth in the Product Use Rights and the Product List.
3. How to esfabrish price level.
Establishing price levels. Each Product oftering is assigned a point value on the Product List and is assigned to a Product pool. The Customer's price level for a pool applies to purchases made by all Registered Amliates under this agreement. Throughout the term of this agreement, the Customer's price level for each Product and its associated Pool (Applications, Systems and Servers) will be level "D." Customer does not need to acquire Products in all pools. The price Microsoft will invoice Reseller will be basedon Customer's price level for the pool ofthe Product ord ercd. Throughout this agreemenl the term "pice" refers to reference pice.
SelectPlus20l2AgrGov(US)SLG(ENGXOct2012) Page 3 of '16
Document )(2G04874
4. License grant
-
what Registered Affiliates are licensed to run.
Registered Affiliates have the rights below once their registration is accepted by Microsofl. These rights apply to the Licenses obtained under this agreement and are not related to any order of, or fulfillment of, software media.
The ability to run current or later versions of a Product licensed under this agreement could be affected by minimum system requirements or other factors (e.9., hardware or other software). a. General. At any time after their registration has been accepted by Microsoft, a Registered Affiliate may run for its own benefit as many copies as it chooses, of any available Products it chooses, provided that it submits Orders for all copies in the month in which those copies are first run.
b. Use by Affiliates. A Registered Affiliate may sublicense the right to use the Products ordered under this agreement to any of its Affiliates, but Affiliates may not sublicense these rights and their use must be consislent with the License terms contained in this agreement. c. When Licenses become perpetual.
(i) License only. Registered Affiliate's right to run copies of any Product for which it orders only a License is temporary until the Registered Affiliale has paid for that License in full and Microsoft has collected such paymenl. Thereafter, Registered Affiliate will have a perpetual License to run the number of copies ordered in the version ordered. (ii) LESA or Software Assurance. Registered Affiliate's right to run copies of any Product for which it orders L&SA or Sottware Assurance is temporary until:
1) the Registered Affiliate has paid all installments of the price for such coverage and the Order or renewal term during which such Product Licenses were ordered has expired or been renewed or
2) the Registered Affiliate is otherwise eligible for perpetual Licenses as provided in this agreemenl.
Thereafter, the Registered Affiliate will have perpetual Licenses to run the Products ordered in the latest versions available as of the date of expiration, renewal, or lermination (or any prior version) for the number of copies ordered or renewed. (iii) Subscription Licenses. Subscription Licenses are not perpetual under any circumstances.
d. Perpetual Licenses through Software Assurance. Any perpetual Licenses received through Software Assurance supersede and replace the underlying perpetual Licenses for which that Software Assurance coverage was ordered. All perpetual Licenses acquired under this agreement remain subject to the terms of this agreement and the applicable Product Use Rights.
e. Non-Pcrpstual Licenses. Some Products may be licensed on a fixed term or subscription basis. The right to Use Products licensed on a subscription basis terminates upon expiration of the subscription agreement if it is not renewed.
f. License confirmation. This agreement, the applicable Order, the Regislered Affiliate's Order confirmation, and any documentation evidencing transfers of Licenses, together with proof of payment, will be the Registered Affiliate's evidence of all Licenses obtained under its Order as described in this agreement.
g. Prior version rights. A Registered Affiliate may run prior versions of any Product it Licenses under this agreement. A Registered Affiliate may run different language versions of any Product it Licenses under this agreement, provided that the License, L&SA, or Software Assurance for that different language version is available al the same, or lower price, than the price paid for the language version ordered of lhe same Product and License type.
How to know what Product Use Rights apply.
a. Product Use Rights. i,4icrosoft publishes Product Use Rights for each version of each Product. The latest version of the Product Use Righls is available at http://www. m icrosoft.com/licensinq/contracts.
(i) Product Use Rights for current and future versions of Products. The Product Use Rights in effect on the effective date of the agreement will apply to all Registered Affiliates' use of then-current versions of each Product, regardless of the date of the Order. For future versions, the Product Use Rights in effect when those fulure versions are lirst released will apply. ln both cases, subsequent changes made by Microsoft to the Product Use Rights for a particular version will not apply to Registered Affiliates' use of that version.
(ii) Product Uss Rights for earlier versions (downgrade). lf a Registered Affiliate runs an earlier version of a Product than the version that was cunent on the agreement effective SelectPlus20l 2Agrcov(US)SLG(ENGXOct2012) Page 4 of 16
Document )O0-04874
5 date, the Product Use Rights for the version licensed, not the version being run, will apply. However, if the earlier version includes components that are not part of the licensed version, any Product Use Rights specific to those components will apply to the Registered Affiliate's use of those components.
b. Reservation of rights. All rights not expressly granted are reserved by Microsoft. ln lieu of Customer's obligation to indemnify Microsoft under various provisions of the Product Use Rights, Customer will be responsible for any cost or damages arising from any claim to which Customer's indemnity obligation would otherwise apply,
How to order Producf Lrcenses.
a. Placing Orders. Registered Affiliate may purchase Licenses and Online Services Microsoft makes available under this program by placing Orders with Registered Atfiliate's authorized Reseller. The price and payment terms for all Orders will be determined by agreement between Registered Affiliate and its Reseller. When placing orders, a Registered Affiliate must specify the country or counlries where lhe Registered Affiliate will use the Licenses.
Microsoft may refuse to accept an Order if Microsoft has a business reason to do so. l\,4icrosofl may change the Products and subscription services available under this program. b. When is the Registered Affiliate eligible to order just Software Assurance? A Registered Affiliate may order Software Assurance for copies of a Product, without the need to simultaneously order a new License for those copies, in each of the following circumstances:
(i) Registered Affiliate may order Software Assurance for copies of Producls for which the Registered Affiliate has previously obtained perpetual Licenses through Upgrade Advantage, Software Assurance, or any similar upgrade protection, so long as the Order for Software Assurance under this Agreement becomes effective no later than one day following the expiration of that upgrade protection, and (2) Registered Affiliate submits an order for another term of Software Assurance for those Licenses prior to or at the expiration of the previous term.
(ii) During the term of the Agreement (including any renewal term), a Registered Affiliate may be eligible to order Software Assurance for copies of certain Products licensed through retail sources or from an original equipment manufacturer ('OEM"), provided that the Registered Affiliate places its Order within the required time frame. The Product List at hllo://www. rn icrosolt.com/licensina/conlracts identifies those Products that may be enrolled in Software Assurance and the applicable time frame for placing an Order. (iii) A Registered Affiliate may also order Software Assurance in any other circumstances expressly permitted in the Product List.
(iv) A Registered Affiliate may renew Software Assurance ordered under this Agreement at the time il renews its Order as described in the section titled "How to renew an Order.' c. How to confirm Orders. lnformation about Orders, including an electronic confirmation of each Order, will be provided in a password-protected site on the World Wide Web at httos://www. microsoft.com/licensino/servicecenter/ or a successor site that will be identified.
Upon Microsoft's acceptance of this agreement, Registered Affiliate's contact identified for this purpose will be provided access to this site.
d. lnvoices and payments. For any Orders for Software Assurance or L&SA, if the Registered Affiliate elects to spread its payments over three years rather than payment in a lump sum, it may make this election with its Reseller. ln such cases, Nricrosofl will invoice the Registered Affiliate's Reseller in installments, the first installment upon receipt of the Order and subsequent installments on each anniversary of the Order or the Afflliate anniversary month.
Any amounts for Licenses only (i.e. without accompanying Software Assurance) will be invoiced to the Registered Affiliate's Reseller in full upon receipt of the Order.
SelectPhrs20l 2AgrGov(US)SLG(ENGXOct201 2) Page 5 of 16 Document )Q0-04874
6. Changing a Reseller. lf Microsoft or the Reseller chooses to discontinue doing business with one another, Registered Affiliate must choose a replacement Reseller. lf Registered Affiliate or Reseller intends to terminale their relationship, the initiating party must notify Microsoft and the other using a form provided by Microsoft at least 90 days prior to the date on which the change is to lake effect.
Making copres of Products and re-imaging rights.
a. General. The Registered Affiliate may make as many copies of the Products as it needs to diskibute them within its organization. Copies must be true and complete (including copyright and trademark notices), from master copies obtained from a Microsoft approved fulfillment source. The Registered Afiiliate may use a third party to make these copies, but the Registered Affiliate agrees that it will be responsible for that third party's actions. The Registered Affiliate agrees to use reasonable etforts to make its employees, agents and any other individuals that it allows to use the Products aware that the Products are licensed from Microsoft and can only be transfened subject to the terms of this agreement. b. Copies for training, evaluation, and back-up. The Registered Affiliate may (1) use up lo 20 complimentary copies of any Product in a dedicated training facility on its premises, (2) use up to 10 complimentary copies of any Product 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.
c. Right to ".e-image." ln certain cases, re-imaging is permitted using the volume licensing program Product media. lf the Microsoft Product(s) is licensed ( l ) from an original equipment manufacturer (OEM), (2) as full packaged Product through a retail source, or (3) under another Microsoft program, then media provided under this agreement may be generally used to create images for use in place of copies provided through that separate source. This right is conditional upon the following:
(i) Separate Licenses must be owned from the source for each Product that is re-imaged. (ii) The Product, language, version and components of lhe copies made must be idenlical to the Product, language, version and all components of the copies they replace and the number of copies or instances of the re-imaged Product permitted remains the same. (iii) Except for copies of an operating system and copies of Products licensed under another Microsofl program, the Product type (e.9., upgrade or full License) must be identical to the Product type from the separate source.
(iv) Any Producfspecific requirements for re-imaging identified in the Product List. (v) Re-images made under this subsection remain subjecl to the terms and use rights provided with the License from the separate source. This subsection does not create or extend any warranty or support obligation.
Transferring and reassigning Licenses.
a. License transfers. License lransfers are not permitted, except that Customer may transfer fully-paid perpetual licenses to:
Transferring Licenses to third parties. You may transfer Iully-paid perpetual Licenses:
(i) if you are an agency of a state or local govemment to: (a) any other govemment agency, department, instrumentality, division, unit or other office of your state or local govemment that is supervised by or is part of you, or which supervises you or of which you are a part, or which is under common supervision with you; (ii) any county, borough, commonwealth, city, municipality, town, township, special purpose district, or other similar type of governmental instrumentality established by the laws of your state and located within SelectPlus20l2AgrGov(US)SLG(ENGXOct2012) Page 6 of 16
Oocument )eG04874
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7 8
your state's .iurisdiction and geographic boundaries; and (iii) any other entity expressly authorized by the laws of your state to purchase under state contracts, or (b) an unaffiliated third party in connection with a privatization of an af{iliate of agency as set forth in (a) above or of an operating division of the Enrolled Affiliate or one if its afflliates as set forth in (a) above, a reorganization, or a consolidation.
Customer must notify Microsoft of a transfer of license by completing a transfer nolice form, which can be obtained from http://www. microsoft.com/ljqenglldp9ltrcelg and send the completed form to Microsofl before the license transfer. No License transfer will be valid unless Cuslomer provides to the transferee, and the transferee accepts in writing, the applicable Product Use Rights, use restrictions, limitations of liability (including exclusions and warranty provisions), and the transfer restrictions described in lhis section. Any license transfer not made in compliance with this section will be void. b. lnternal Reassignment of Licenses and Software Assurance. (i) For Products other than the desktop operating system upgrade. For Producls other than the desktop operating system upgrade, Registered Affiliate may internally reassign Licenses to an Affiliate. However, Registered Affiliate may nol reassign Licenses on a short-term basis (90 days or less), or reassign Software Assurance or other upgrade coverage separately from the underlying License, excepl as provided otherwise in this agreement.
(ii) For desktop operating systems. The Registered Affiliate may not reassign desktop operating system upgrade Licenses from one computer to another. The Registered Affiliate may internally reassign Software Assurance coverage on desktop operating systems upgrades from the original computer to a replacement computer internally, as long as (1) the replacement computer is licensed lo run lhe latest version of that operating system, and (2) the Registered Affiliate removes any desktop operating system upgrades from the original computer.
Term and termination.
a. Term. This agreemenl will remain in effect unless it is terminated by either party as described below.
b. Termination without cause. Either party may terminate this agreement without cause upon 60 days written notice. Such termination will merely terminale either party's and its Registered Atfiliates' ability to place Orders under this agreement. Such termination will not aflect any Orders not otherwise terminated, and any terms of this agreement applicable to any Orders not otherwise terminated will continue in effect with respect to that Order. c. Mid-term termination for non-appropriation of Funds. Enrolled Affiliate may terminate this agreemeni or an Enrollment without liability, penalty or further obligation to make payments if funds to make payments under the agreement or Enrollment are not appropriated or allocated by the Enrolled Affiliate for such purpose. d. Termination for breach. Either party to an Order may terminate it if the other party materially breaches its obligations under this agreement, including any obligation to pay amounls owed. Except where the breach is by its nature not curable within 30 days, the terminating party must give the other party 30 days' notice and opportunity to cure. lf Microsoft gives such notice to a Registered Affiliate, lvlicrosoft will give customer a copy of that notice as well and Customer agrees to assist in attempting to resolve the problem. lf the problem also affects other Afflliate registrations and cannot be resolved between Customer and Microsofl within a reasonable period of time, Microsoft may also terminate this agreement and all other Affiliate registrations under it, unless the basis for termination of the registration is non-appropriation of funds to the registered affiliate, in which event Microsoft may only terminate the affected registration(s). lf a Registered Affiliate ceases to be an SelectPlus20l 2AgrGov(US)SLG(ENG)(Oc12012) Page 7 of 16 Documeht )(20-04874
I
Affiliate of Customer, Customer must promptly notify Microsoft of this fact, and Microsoft may terminate the divested Registered Affiliate's registration. e, Affiliate termination. lf (1) a Registered Affiliate terminates its registration as a result of a breach by Microsoft, or (2) if Microsoft terminates Registered Affiliate's registration because it has ceased to be an Affiliate of Customer, or (3) Registered Affiliate terminates a registration for non-appropriation of funds, or (4) Microsoft terminates a registration for non-payment due to non-appropriation of funds,, then the Registered Afflliate will have the following options with regard to any Orders it has under the agreement:
(i) For Licenses available on a perpetual basis, it may immediately pay the total remaining amount due, including all installments, in which case the Registered Affiliate will have perpetual Licenses for all copies of the Products it has ordered, or (ii) lt may pay only amounts due as of the termination date, in which case the Registered Affiliate will have perpetual Licenses for:'
1) all copies of all Products for which payment has been made in full (including the latest version of Products under Software Assurance coverage), and 2) the number of copies of Products it has ordered (including the latest version of Products under Software Assurance) for which payment has been made in installments that is proportional to the total of payments made versus total amounts due if the early termination had not occurred.
Nothing in this section shall affect perpetual License rights acquired either in a separate agreement or in a prior term of the terminated registration. f. Effect of terminatlon. When this agreement, a registration or an Order is terminated, (i) Each affected Registered Affiliate must order Licenses for all copies of Products it has run for which il has nol previously submitted an Order. Except for the options provided above in the event of termination of a Registered Afflliate's registration, any and all unpaid payments or any order of any kind, including subscription services, immediately become due and payable.
(ii) Registered Affiliate's right to Software Assurance benefits under this agreement ends for all Software Assurance for which payment has not been made in full.
10. How to renew an Order.
Microsoft will provide prior notice of expiration of any Software Assurance ordered under lhe agreement advising Customer of its Software Assurance renewal options, Microsoft may make a change to this program that will make il necessary for Customer lo enter into a new agreement to renew Software Assurance.
To maintain Software Assurance coverage for any copies previously ordered under this agreement, Registered Afriliate must submit an Order for another term of Software Assurance for those Licenses prior to or on the expiration of the previous term.
Consequences of non-renewal. lf Registered Affiliate elects not lo place another Order for Software Assurance and it otherwise allows Software Assurance for any copies of any Products licensed lo lapse, then the Registered Affiliate will not be permitted to order Software Assurance for those copies later without lirst acquiring L&SA.
Renewing Software Assurance. lf Registered Affiliate is placing an Order for Software Assurance from multiple Select programs or is consolidating multiple previous Enrollments or agreemenls into lhis agreement, please complete the multiple previous Enrollment form.
Selec1Plus201 2AgrGov(US)SLG(ENGXOct20l 2) Page 8 of 16 Document )O0-04874
11. Restricfions on use.
Registered Affiliate must not:
a. separate and use the components of 'a Product on two or more computers, upgrade or downgrade components at different times, or transfer components separately, except as provided in the Product Use Rights;
b. reverse engineer, decompile or disassemble any Product or Fix, except where applicable law permits it despite this limitation; or
c. distribute, sublicense, renl, lease, lend, or host any Product or Fix except as permitted by this Agreement, the Product Use Rights, or in a separate written agreement
12. Confidentiality.
To the extent permitted by applicable law, the terms and conditions of this Agreement is confidential.
Neither party will disclose such terms and conditions, or the substance of any discussions that led to them, to any third party other than Affiliates or agents, or to designated or prospective resellers who: ('1) have a need to know such information in order to assist in canying out this agreement; and (2) have been instructed that all such information is to be handled in stricl confidence.
For the avoidance doubt, the parties acknowledge that this Confidentiality provision recognizes lhat when there is a business need to do so, Microsoft and Customer may need to share/exchange their respective Confidential lnformation with each other to develop a more meaningful business relationship. This section provides Microsoft and Customer with a well-balanced, commercially reasonable and comprehensive set of confidentiality terms that enable both parties to share/exchange a wide range of Confidential lnformation with each other knowing with confidence that significant confidentiality protections are in place. The confidentiality terms denoted below do not govern Microsoft's handling of Customer Data. ln all instances under this Agreement, Microsoft's handling of Customer Data shall be governed as described under various other provisions of this Agreement and by Microsoft's data security policy. a. What is included. "Confidential lnformation' is non-public information, know-how and Trade Secrets in any form that are designated as 'confidential' or a reasonable person knows or reasonably should understand to be confidential. lt includes non-public information regarding either party's products or customers, marketing and promotions, or the negotiated terms of Microsofl agreements.
b. What is not included. The following types of information, however marked, are not Confidential lnformation. lnformation that:
(i) is, or becomes, publicly available without a breach of lhis agreement; (ii) was lalvfully known to the receiver of the information without an obligation to keep it confidential;
(iii) is received from another source who can disclose it lawfully and without an obligation to keep il confidential;
(iv) is independently developed; or
(v) is a comment or suggestion one party volunteers about the other's business, products or services.
c. Treatment of Confidential lnformation.
(i) ln g6neral. Subject to the other terms of this agreement, each party agrees:
1) it will not disclose the other's Confldential lnformation to third parties; and 2) it will use and disclose the other's Confidential lnformation only for purposes of the parties' business relationship with each other.
SelectPlus20l 2AgrGov(US)SLG(ENGXOct2012) Page I of 16
Document X20-04874
(ii) Security precautions. Subject to lhe other terms of this agreement, each party agrees:
1) to take reasonable steps to protect the other's Confidential lnformation - these steps must be at least as protective as those the party takes to protect its own Confidential lnformation;
2) to notify the other promptly upon discovery of any unauthorized use or disclosure of Confidential lnformation; and
3) to cooperate with the other to help regain control of the Confidential lnformation and prevent further unauthorized use or disclosure of it.
(iii) Sharing Confidential lntormation with Affiliates and representatives. 1) A 'Representative' is an employee, contractor, advisor, or consullant of one of the parties or of one of the parties' Atfiliates.
2) Each party may disclose the other's confidential information to its Representatives (who may then disclose that Confidential lnformation to other of lhat party's Representatives) only if those Representatives have a need to know about it for purposes of the parties' business relationship with each other. Before doing so, each party must:
A. ensure that Affiliates and Representatives are required to protect the Confidential lnformation on terms consistent with this agreement; and B. accept responsibility for each Representative's use of Confidential lnformation. 3) Neither party is required to restrict work assignments of Representatives who have had access to Confidential lnformation. Neither party can control the incoming information the other will disclose to it in the course of working together, or what that party's Representatives will remember, even withoul notes or other aids. Each party agrees that use of information in Representatives' unaided memories in the development or deployment of the parties' respective products or services does not create liability under this agreement or trade secret law and each party agrees to limit what it discloses to the other accordingly.
(iv) Disclosing Confidential lnformation if required to by law. Each party may disclose the other's Confidential lnformation if required to comply with a court order or other government demand that has the force of law. Before doing so, each party must seek the highest level of proteclion available and, when possible, give the other enough prior notice to provide a reasonable chance to seek a protective order. d. Length of Confidential lnformation obligations. Except as permitted above, neither party will use or disclose the other's Confidential lnformation for five years afler it is received. The five-year time period does not apply if applicable law requires a longer period or the Product Use Rights provide a more specific requirement.
13. Warranties.
a. Limited warranty. Microsoft warrants lhat:
(i) Online Services will perform in accordance with lhe applicable Service Level Agreement; (ii) Products other than Online Services will perform substantially as described in the applicable Microsoft user documentation; and
b. Limited warranly term. The limited warranty for:
(i) Online Services is for the duration of Customer's use of the Online Service, subject to the notice requirements in the applicable Service Level Agreement; SelectPlus20l 2AgrGov(US)SLG(ENGXOcl201 2) Page 't 0 of 16 Document X20-04874
(ii) Products other than Online Services is one year lrom the date Customer rirst uses the Producl: and
c. Limited warranty exclusions. This limited warranty is subject to the following limitations:
(i) any implied warranties, guarantees or conditions not able to be disclaimed as a matter of law last for one year from the start of the limited warranty; (ii) the limited warranty does not cover problems caused by accident, abuse or use in a manner inconsistent with this agreement or the Product Use Rights, or resulting from events beyond Microsoft's reasonable control;
(iiD the limited warranty does not apply to components of Products that Customer is permitted to redistribute;
(iv) the limited warranty does not apply to free, trial, pre-release, or beta products; and (v) the limited warranty does not apply to problems caused by the failure to meet minimum system requirements.
d. Romedies for breach of limited warranty. lf Microsoft fails to meet any of the above limited warranties and Cuslomer notifies Microsoft within the warranly term, then Microsoft will:
(il for Online Services, provide the remedies identified in the Service Level Agreement for the affected Online Service;
(ii) for Products other than Online Services, at its option either (1 ) return the price paid or (2) repair or replace the Product; and
These are Customer's only remedies for breach of the limited warranty, unless other remedies are required to be provided under applicable law. e. DISCLAIMER OF OTHER WARRANTIES. OTHER THAN THIS LIMITED WARRANTY,
MICROSOFT PROVIDES NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS. MICROSOFT DISCLAIMS ANY IMPLIED REPRESENTATIONS,
WARRANTIES, OR CONDITIONS, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE, OR NON.
INFRINGEMENT. THESE DISCLAIMERS WLL APPLY UNLESS APPLICABLE LAW DOES NOT PERMIT THEM.
14. Defense of infringement, misappropriation, and third party claims. a. Microsoft's agreement to protect. Microsoft will defend Enrolled Affiliate against any claims made by an unaffiliated third party that any Product or Fix that is made available by Microsoft for a fee infringes that party's patent, copyright, or trademark or makes unlaMul use of its Trade Secret. Microsoft will also pay the amount of any resulting adverse final judgment (or settlement to which Microsoft consents). This section provides Enrolled Affiliate's exclusive remedy for lhese claims.
b. Limitations on defense obligation. Microsofl's obligations will not apply to the extent that the claim or award is based on:
(i) Customer Data, non-Microsoft software, modifications Enrolled Affiliate makes to, or any specifications or materials Enrolled Afflliate provides or makes available for, a Product or Fix. ;
(ii) Enrolled Affiliate's combination of the Product or Fix with a non-Microsoft product, data or business process; or damages based on the use of a non-Microsoft product, data or business process; :
(iii) Enrolled Affiliate's use of either Microsoft Trademarks or the use or redistribution of a Product or Fix in violation of this agreement or any agreement incorporating its terms or; SelectPlus20l 2AgrGov(US)SLG(ENGXOct2012) Page 't 1 of 16 Document )Q0-04874
(iv) Enrolled Affiliate's use of a Product or Fix afler Microsoft identifies Enrolled Affiliate to discontinue that use due to a third party claim.
To the extent permitted by applicable law, Enrolled Affiliate will be responsible Microsoft for any costs or damages that result from any of the above actions. c. Enrolled Affiliate's agreemant to protect. To the extent permitted by applicable law, Enrolled Affiliate will defend Microsoft and its Affiliates against any claims made by an unafflliated third party that:
(i) any Customer Data or non-Microsoft software Microsoft hosts on Customer's behalf infringes the third parly's patent, copyright, or trademark or makes unlaMul use of its Trade Secret;or
(ii) Arises from violation of the Acceptable use Policy, which is described in the Product Use Rights.
Customer will be responsible for the amount of any resulting adverse final judgment (or settlement to which it consents). This Section provides Microsoft's exclusive remedy for these claims.
d. Rights and remsdies in case of possible infringement or misappropriation. (i) Microsoft's offerings. lf Microsoft reasonably believes that a Product or Fix may infringe or misappropriate a third-party's intellectual property rights, Microsoft will seek to: ('l ) procure for Enrolled Affiliate the right to continue to use the Product or Fix; or (2) modify or replace it with a functional equivalent to make it non-infringing and notify Enrolled Affiliate to discontinue use of the prior version, which Enrolled Affiliate must do immediately. lf the foregoing options are not commercially reasonable for Microsoft, or if required by a valid judicial or government order, Microsoft may terminale Enrolled Affiliate's license or access rights in the Product or Fix. ln such a case, Microsoft will provide Enrolled Affiliate with nolice and refund any amounts Enrolled Affiliate has paid for those rights to the Producl or Fix (or for Online Services, any amount Enrolled Afiiliate has paid in advance for unused Online Services).
(ii) Customer Data or use of non-Microsoft software with Online Services. lf an unaffiliated third party asserts that Customer Data or non-Microsoft softlvare or technology used by Enrolled Affiliate the Online Services violates their inlellectual property rights, Microsoft may ask Customer to remove the allegedly infringing item. lf Enrolled Affiliate fails to do so within a reasonable period of time, Microsoft may suspend or terminale the Online Service to which the Customer Data or non-Microsoft software relales.
e. Obligations of protected party. Enrolled Affiliate must notify Microsoft promptly in writing of a claim subject to the Subsection titled 'Microsoft's agreement to protect'and Microsoft must notify Enrolled Afliliate promptly in writing of a claim subject to the Subsection titled "Customer's agreement to protect." The party invoking its right to protection must (1) give the other party sole control over the defense or settlement; and (2) provide reasonable assistance in defending the claim. The party providing the proteclion will reimburse the other party for reasonable out of pocket expenses that it incurs in providing assistance.
15. Limitation of liability.
a. Limitation on liability. To the extent permifted by applicable law, the liability of each party, its Affiliates, and ils Contractors arising under this agreement is limited to direct damages up to (1)for Producls other than Online Services, the amount Customer paid for the Product giving rise to that liability and (2) for Online Services, the amount Cuslomer was required to pay for the Online Service giving rise to that liability during the prior 12 months. ln the case of Products provided free of charge, or code that Customer is authorized to redistribute to third parties without separate payment to Microsoft, Microsoft's liability is limited to U.S.
SelectPlus20l 2AgrGov(US)SLG(ENGXOcl201 2) Page 12 of 16 Document )O0-04874
$5,000. These limitations apply regardless o, whether the liability is based on breach of contract, tort (including negligence), strict liability, breach of warranties, or any other legal theory. However, these monetary limitations will not apply to:
(i) Microsoft's and Customer's obligations under the section titled'Defense of infringement, misappropriation, and third party claims";
(ii) liability for damages caused by either party's gross negligence or willful misconduct, or that of its employees or ils agenls, and awarded by a court of final adjudication (provided that, in jurisdictions that do not recognize a legal distinction between "gross negligence" and "negligence,' "gross negligence" as used in this subsection shall mean "recklessness');
(iii) liabilities arising out of any breach by either party of its obligations under the section entitled "Confidentiality", except that Microsoft's liability arising out of or in relation to Customer Data shall in all cases be limited to the amount Customer paid for the Online Service giving rise to that liability during the prior 12 months; (iv) liability for personal injury or death caused by either party's negligence, or that of its employees or agents, or for fraudulent misrepresentation; and (v) violation by either party of the other party's intellectual property rights. b. EXCLUSION OF CERTAIN DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE
LAW, WHATEVER THE LEGAL BASIS FOR THE CLAIM, NEITHER PARTY, NOR ANY OF ITS AFFILIATES, OR CONTRACTORS, wlLL BE LIABLE FOR ANY INDIRECT,
CONSEQUENTIAL, SPECIAL, OR INCIDENTAL DAMAGES, OR DAMAGES FOR LOST
PROFITS, REVENUES, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS
INFORMATION ARISING IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. HOWEVER, THIS EXCLUSION DOES NOT APPLY TO
EITHER PARTY'S LIABILITY TO THE OTHER FOR VIOLATION OF ITS
CONFIDENTIALITY OBLIGATIONS (EXCEPT TO THE EXTENT THAT SUCH VIOLATION RELATES TO CUSTOMER DATA), THE OTHER PARTY'S INTELLECTUAL PROPERry
RIGHTS, OR THE PARTIES' RESPECTIVE OBLIGATIONS IN THE SECTION TITLED "DEFENSE OF INFRINGEMENT, MISAPPROPRIATION, AND THIRD PARTY CLAIMS." c. Affiliates and Contractors. Neither Microsoft nor Customer shall bring any action againsl the other's Affiliates or Contractors in respect of any matter disclaimed on their behalf in this agreement. Each party will indemnify the other in the event of any breach of this provision.
16. Verifying compliance.
a. Right to verify compliance. Customer must keep records relating to the Products it and its Affiliates use or distribute. Microsoft has the right, to the extent permitted by applicable law, to verify compliance with the license terms for the Products, al Microsoft's expense. b. Verification process and limitations. Microsoft will provide customer at least 30 days' notice of its intent to verify compliance. Microsoft will engage an independent auditor, which will be subject to a confldentiality obligation. Verification will take place during normal business hours and in a manner that does not interfere unreasonably with Customer's operations. Customer must promptly provide the independenl auditor with any information it reasonably requests in furtherance of the verification, including access to systems running the Products and evidence of licenses for Products Customer hosts, sublicenses, or diskibutes to third parties. As an altemative, Microsoft may require Customer to complete Microsoft's self-audit process relating to the Products Customer and any of its Affiliates use or dislribute. Such information will be used solely for purposes of determining compliance. c. Remedies for non-compliance. lf verification or self-audit reveals any unlicensed use, Customer must within 30 days order sufficient licenses to cover its use. lf there is no SeleclPlus201 2AgrGov(US)SLG(ENGXOct20l 2) Page 13 of 16 Document )(20-04874
unlicensed use, Microsoft will not undertake another verification of the same Customer for al least one year. By exercising the rights and procedures described above, Microsoft does nol waive its rights to enforce lhis agreement or to protect its intellectual property by any other means permitted by law,
18. Miscellaneous.
a. Notices to Microsoft. Notices, authorizations, and requests in connection with this agreement must be senl by regular or ovemight mail, express courier, or fax to the addresses and numbers listed in this agreement. Notices will be treated as delivered on the date shown on the return recei or on lhe courier or fax confirmation of delivery b. Assignment. Either party may assign this agreement to an Affiliate only. Assignment will not relieve the assigning party of its obligations under the assigned agreement. lf either party assigns this agreement, it must nolify the other party of the assignment in writing. c. Subcontractors. Microsoft may use contraclors to perform Services and support Online Services. Microsoft will be responsible for their performance subject to the terms of this agreement.
d. Severability. lf a court holds any provision of this agreement to be illegal, invalid or unenforceable, the rest of the document will remain in effect and this agreement will be amended to give effect to the eliminated provision to lhe maximum extent possible. e. waiver. A waiver of any breach of this agreement is not a waiver of any other breach. Any waiver must be in writing and signed by an authorized representative of the waiving party.
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Microsoft Corporation
Legal and Corporate Affairs
Volume Licensing Group
One Microsoft Way
Redmond, WA 98052
USA
Via Facsimile:(425) 936-7329
17. Non-Microsoft Software or Technology.
a. Registered Affiliate is solely responsible for any non-Microsoft software or technology that it installs or uses with the Products or Fixes. Microsoft is not a party to and is not bound by any terms governing Enrolls use of non-Microsofl software or technology. Without limiting the foregoing, non-Microsoft software or scripts linked to or referenced from any Product website, are licensed to Registered Afliliate under the open source licenses used by the third parties lhat own such code, not by Microsoft.
b. lf Registered Affiliate installs or uses any non-Microsoft soflware or technology with the Products or Fixes, it directs and controls the installation in and use of such software or technology in the Products or Fixes, through its actions (e.9., through Registered Affiliate's use of application programming interfaces and other technical means that are part of the Online Services). Microsofl will not run or make any copies of such non-Microsofl software or lechnology outside of its relationship with Registered Affiliate. c. lf Registered Affiliate installs or uses any non-Microsoft software or technology with the Products or Fix, it may not do so in any way that would subject Microsoft's intellectual property or technology to obligations beyond those included in the agreement.
Copies should be sent to:
f. Applicable lawi dispute resolution. The terms of this agreemenl will be governed by the laws of Registered Affiliate's state, without giving effect to its conflict of laws. Disputes relaling to this agreement will be subject to applicable dispute resolution laws of Registered Affiliate's state.
g. This agreement is not exclusive. Cuslomer is free to enter into agreements to license, use or promote non-Microsoft software.
h. Entire agreement. This agreement, the Product List, all registrations under this agreement, and the Product Use Rights constitute the entire agreemenl concerning the subjecl matter and supersede any prior or contemporaneous communications. ln the case of a conflict between any of these documents that is not resolved expressly in the documents, their terms will control in lhe following order: (1) these terms and conditions and the accompanying signalure form; (2) the Product List; (3) the Product Use Rights; (4) all registrations under this agreement; and (5) all Orders submitted under this agreement. The terms of any purchase order or any general terms and conditions Customer maintains do not apply. i. Survival. Provisions regarding ownership and License rights, fees, Product use rights, restrictions on use, evidence of perpetual Licenses, transfer of Licenses, warranties, defense of infringement and misappropriation claims, limitations of liability, confidentiality, compliance veriflcation, open source license restrictions, obligations on termination or expiration and the other provisions in this section entitled 'Miscellaneous' will survive lermination or expiration of this agreement and of any agreement in which they are incorporated. j. No transfer of ownership. Microsoft does not transfer any ownership rights in any licensed Product. Microsoft reserves all rights not specifically granted. The Products are protected by copyright and other intellectual property rights laws and intemational trealies. k. Free Products, lt is Microsoft's intent that the terms of this agreement and tho Product Use Rights be in compliance with all applicable federal law and regulations. Any free Product provided to Registered Affiliate is for the sole use and benetit of the Registered Atfiliate, and is not provided for use by or personal benelit of any specific government employee. l. Amending the agreement. This agreement (except the Product List and the Product Use Rights) can be changed only by an amendment signed by both parties. m. Resetlers and other third parties cannot bind Microsoft. Resellers and other third parties do nol have authority to bind or impose any obligation or liability on Microsoft. n. Privacy and Security. Microsoft and Enrolled Affiliate will each comply with all applicable privacy and data protection laws and regulations (including applicable security breach notification law). However, l\,4icrosoft is not responsible for compliance with any laws applicable to Enrolled Affiliate or Enrolled Affiliate's industry that are not aiso generally applicabie to information technology services providers. Enrolled Affiliate consents to the processing of personal information by Microsoft and its agents to facilitate the subject matter of this agreement. Enrolled Affiliate may choose to provide personal information lo Microsoft on behalf of third parties (including Enrolled Affiliate's contacts, resellers, distributors, adminislrators, and employees) as part of this agreement. Enrolled Affiliate will obtain all required consents from third parties under applicable privacy and data protection law before providing personal informalion lo Microsoft.
The personal information Enrolled Affiliate provides in conneclion with this agreement will be processed according to the privacy statement available at https://www.m icrosofl.com/licensinq/servicecenter (see footer), except that Product-specific privacy statements are in the Product use rights. Personal data collected through Products or Services may be transferred, stored and processed in the United States or any olher country in which Microsofl or its service providers maintain facilities. By using the Products or Services, Customer consents to the foregoing. i,4icrosoft abides by the EU Safe Harbor and the Swiss Safe Harbor frameworks as set forth by the U.S. Department of Commerce SelectPlus20l2AgrGov(US)SLG(ENGXOct20l 2) Page 15 of 16 Document )eG04874
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regarding the collection, use, and retention of data from the European Union, the European Economic Area, and Switzerland.
For Online Services, additional privacy and security details are in the Product use rights. o. Natural disasters, ln the event of a 'natural disaster', Microsoft may provide additional assistance or rights by posting on htto:i/www.m icrosoft.com at such time. p. Copyright violation. Except as set forth in section above entitled "Transferring and reassigning Licenses", the Registered Affiliate agrees to pay for, and comply with the terms of this agreement and the Product Use Rights, for the Products it uses. Except to the extent Registered Affiliate is licensed under this agreement, 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 agreement for unlicensed use. q. U.S. export jurisdiction. Products and Fixes are subject to U.S. export jurisdiction.
Customer will comply with all U.S. Export Administralion Regulations and lnternational Traffic in Arms Regulation requirements as well as all end-user, end-use, and destination reslrictions issued by the U.S. and other governments applicable to this agreemenl. For additional information, see @.
Micrdsoft Licensing, GP Document Summary Form
' This is for informational purposes only *
MSE#:
(MSLr
Tracking
Number)
3-0000003183189
Signature Form
Do not modify the formatting or spacing of this Form above this text Subsidiarv:
Country:
Accol.lnt Manaoer Name / Alias:
United States
LAR/LAD/ESA:
Dell Inc.
tilril ProoramNersio
SLP SLG 2012
(lvlsll Scanning Code)
ACCOUNT: County of Riverside 4
Outsourcer Name:
Business Agreement Number:
Master Agreement Number 7756479
Agreement Number: 7657738
Purchase Order Number:
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Program Signature Form
MBey'MBSA number Proposal lD
Agreement numb€r 115bc117
Noto: E.,ter the appticable sdiw numb€6 assochled wlth the doqrm€nts below. Microsoft Equires the associatsd adiv€ number be indiceted herB, or lbt€d balow e3 ne\r.
For the purposes of his form, 'Cuslome/ can mean the signing entity, Enrolled Affiliate, Govemment Partner, lnstitution, or other party entering into a volume licensing program agreement.
This signature form and all contract documents identified in the table b€low are entered into between the Customer and the Microsoft Affiliat€ signing, as of the effec.tivo date identified below.
By aigning below, Custrcmer and the Microsoft Affiliate agree that both pa(ies (1) have received, read and understand'lhe above contract documents, including any websites or documents incorporated by reference and any amendments and (2) agree to b€ bound by the terms of all such documents. " indicates roquired field
Select Plus Agreement x20-o4a74
<Choose Agreement> Document Number orbode
<Choose Agreemenf> Document Numberbi Code
<choose Agreement> Document NuiTber or.Code
<Choose Aqreement> Document Number or Code
Select Plus Affiliate Registration Form X2A-M921
<Choose EnrollmenURegistiation> Document Numfier or Cdde <Choose EnroilmenURegistration> Document Number or Code <Choose EnrollmenUReg isfation> Document Nurhlbr or Code <Choose EnrollmenURegistration> Ddcument Number or Code Document Description Document Number or Code
Document Description Document Number or Gode
Documenl Doscription Document Number or Code
Docgm6nt Description Document Number or Code
Document. Description Document Number or Code
Number or Code
Prlnted Title' Procurement Contract Specialist
signaturc Date. 07 t17 12013
entity name)' County of Riverside
Printed Flrst and Last ' lnes Mark
Slgnaturo'
Name of
Tax lD 956000930 FOR TY COUN
Customer
ProgramSignForm(MSSignXNA,LatAm)ExBRA,MLI(ENGXOd2012)
BY
Volume Licensing
Contract Document
t1
Microsoft Licensing, GP
Mlcrosofr Lhsnsing, cP
JUL 2 3 20t3
Anthony oulan6
Printed Fl'3t and Last Name
Print€d Tltle
Signature Oate
(dato Mlc.o€oi AmIa€ countc6igns)
Signaturo
ldoson Llcen GP Eftractlvo Dato
(may bo dtfig.ent than Micrcso{ts rlrnatuts date) l,l,,-r M icrosoft Affiliate
optlonal 2d Customer slgnature ot outBourcet slgnaqlrc (]f applicablo) " indicates raq@d tield
' indicates required tield
lf Customer requires physical media, additional contacts, or ls reporting multiple previous Enrollments, include the appropriate form(s) with this slgnalure form.
After this signature form is signed by lhe Customer, send it and the Contract Documents to Custome/s "-t'"nn"t
p"in"r or Microsoft iccouni manager, who must submit them to the following address. When tnJsignature torm is fully executed by Microaoft, Customer will receive a confirmation oopy' M lcrosott Llcqnsing, GP
Dept. 55'1, Volume Licensing
6100 Neil Road, Suite 210
Reno, Nevada 8951 1-1137
USA
ProgramsignFolm(MSSigr)(NA,LatAm)E)(BRA,MLI(ENGXOd2012) Paeo 2 ol3 Name of Entlty (muet Do logal entlty namc)'
gignaturo'
Customer
Name ot Entlty lmust bo lcgal entity nama)'
Slgnlturo'
Prl{ed F"[st and LaEt Name'
itint"a Ttte'
Signature Date'
a
Prlntod Fir6t and Last Nams"
Printed Tftle*
Slgnaturo Drte' ,''.
Outsourcer
AmendmentApp v4.0 M539 PLSS
Amendment to Contract Documents
Enrollment Number
48408839 5-0000012937848
This amendment (“Amendment”) is entered into between the parties identified on the attached program signature form. It amends the Enrollment or Agreement identified above. All terms used but not defined in this Amendment will have the same meanings provided in that Enrollment or Agreement.
Enterprise Enrollment
Mid-Term Product Selection Form
Amendment ID M539
The parties agree that the Enrollment is amended as follows:
Step 1. Enter all fields in the table below (Required).
Profile Qualified
Devices
Qualified
Users
Enterprise
Product
Platform
Licensing Model
Enterprise 530 530 No User
Step 2. Select the Products and Quantities Enrolled Affiliate is adding to its Enrollment. Quantity may not include any Licenses which Enrolled Affiliate has selected for optional future use, or to which it is transitioning or stepping-up within Enrollment term.
Products Enterprise
Quantity Quantity Quantity Quantity
Microsoft 365
Microsoft 365 E3 USL
Microsoft 365 E3 Add-on
Microsoft 365 E5 USL
Microsoft 365 E5 Add-on
Office Professional Plus
Office Professional Plus
Microsoft 365 Apps for
enterprise
Office 365 Plans
Office 365 Plan E1 USL
Office 365 Plan E3 USL 10
Office 365 Plan E5 USL
Office 365 Plan E1 Add-on
Office 365 Plan E3 Add-on
Office 365 Plan E5 Add-on
AmendmentApp v4.0 M539 PLSS
Notes:
1. Enterprise Online Services may not be available in all locations. Please see the Product Terms for a list of locations where these may be purchased.
2. If Enrolled Affiliate does not order an Enterprise Product or Enterprise Online Service associated with an applicable Product pool, the price level for Additional Products in the same pool will be price level “A” throughout the term of the Enrollment.
Products Enterprise
Quantity Quantity Quantity Quantity
Office 365 Plan E3 without
ProPlus Add-on
Client Access License (CAL)
Choose Core CAL or
Enterprise CAL: <Choose One> <Choose One> <Choose One> <Choose One> Core CAL or Enterprise
CAL
Bridge for Office 365
Bridge for Enterprise
Mobility Suite
Windows Desktop
Windows 10 Enterprise E3
and LTSB Upgrade per
Device
Windows 10 Enterprise E5
per Device SL
Windows 10 Enterprise E3
per User SL
Windows 10 Enterprise E3
per User Add-on SL
Windows 10 Enterprise E5
per User SL
Windows 10 Enterprise E5
per User Add-on SL
Windows 10 Enterprise E5
per Device Add-on SL
Windows VDA
Windows VDA per User SL
Microsoft Intune
Microsoft Intune USL
Enterprise Mobility + Security
Enterprise Mobility +
Security E3 USL
Enterprise Mobility +
Security E3 Add-on
Enterprise Mobility +
Security E5 USL
Enterprise Mobility +
Security E5 Add-on
AmendmentApp v4.0 M539 PLSS
Unless otherwise indicated in the associated Agreement documents, the CAL selection must be the same across the Enterprise for each Profile.
Except for changes made by this Amendment, the Enrollment or Agreement identified above remains unchanged and in full force and effect. If there is any conflict between any provision in this Amendment and any provision in the Enrollment or Agreement identified above, this Amendment shall control.
Microsoft Internal Use Only:
(M539)EnrAmend(MidTermProductSelectionForm)(WW)(ENG)(Apr2 025)(IU).docx
M539 PLSS
This Amendment must be attached to a signature form to be valid.
ProgramSignForm(MSSign)(NA,LatAm)ExBRA,MLI(ENG)(May2020) Page 1 of 2 Document X20-12883
Program Signature Form
MBA/MBSA number 5-0000012937848
Agreement number 8084445
Note: Enter the applicable active numbers associated with the documents below. Microsoft requires the associated active number be indicated here, or listed below as new.
For the purposes of this form, “Customer” can mean the signing entity, Enrolled Affiliate, Government Partner, Institution, or other party entering into a volume licensing program agreement.
This signature form and all contract documents identified in the table below are entered into between the Customer and the Microsoft Affiliate signing, as of the effective date identified below.
Contract Document Number or Code
<Choose Agreement>
<Choose Agreement>
<Choose Agreement>
<Choose Agreement>
<Choose Agreement>
<Choose Enrollment/Registration>
<Choose Enrollment/Registration>
<Choose Enrollment/Registration>
<Choose Enrollment/Registration>
<Choose Enrollment/Registration>
Amendment M539 (48408839)
By signing below, Customer and the Microsoft Affiliate agree that both parties (1) have received, read and understand the above contract documents, including any websites or documents incorporated by reference and any amendments and (2) agree to be bound by the terms of all such documents.
Customer
Name of Entity (must be legal entity name)* CITY OF BREA Signature*
Printed First and Last Name* Randy Hornsby
Printed Title Information Technology Manager
Signature Date* 05/20/2025
Tax ID
* indicates required field
95-6000681
ProgramSignForm(MSSign)(NA,LatAm)ExBRA,MLI(ENG)(May2020) Page 2 of 2 Document X20-12883
Microsoft Affiliate
Microsoft Corporation
Signature
Printed First and Last Name
Printed Title
Signature Date
(date Microsoft Affiliate countersigns)
Agreement Effective Date
(may be different than Microsoft’s signature date)
Optional 2nd Customer signature or Outsourcer signature (if applicable) Customer
Name of Entity (must be legal entity name)*
Signature*
Printed First and Last Name*
Printed Title
Signature Date*
* indicates required field
Outsourcer
Name of Entity (must be legal entity name)*
Signature*
Printed First and Last Name*
Printed Title
Signature Date*
* indicates required field
If Customer requires additional contacts or is reporting multiple previous Enrollments, include the appropriate form(s) with this signature form.
After this signature form is signed by the Customer, send it and the Contract Documents to Customer’s channel partner or Microsoft account manager, who must submit them to the following address. When the signature form is fully executed by Microsoft, Customer will receive a confirmation copy.
Microsoft Corporation
Dept. 551, Volume Licensing
6880 Sierra Center Parkway
Reno, Nevada 89511
USA
City of Brea
Randy Hornsby
05/20/2025
Information Technology Manager
CITYof BREA
City Council Regular Meeting
Communication
July 15, 2025
Item No. 4G.
Acceptance of Associated Road High Pressure Waterline, CIP No. 7476
TO PREPARED BY
Honorable Mayor and City Council Members Ryan Chapman, City Engineer
DEPARTMENT HEAD APPROVAL CITY MANAGER APPROVAL
Michael Ho, Public Works Director Kristin Griffith, City Manager
RECOMMENDATION
Staff recommends that the City Council take the following actions:
1. Accept project as complete and authorize City Clerk to file and record Notice of Completion;
2. Authorize the City Clerk to release the Performance Bond upon acceptance of the Warranty Bond and release the Payment Bond upon further notification from the Public Works Department; and
3. Accept the Warranty Bond.
BACKGROUND/DISCUSSION
On September 19, 2023, the City Council awarded a Construction Contract (“Contract”) to Kana Pipeline, Inc. (“Kana”) for $2,399,420, with a 10% construction contingency, for a total approved construction budget of $2,639,362 for the Associated Road High Pressure Waterline, CIP No. 7476 (“Project”). Work included installation of 3,963 lineal feet of 12” CMLC high pressure waterline with appurtenances, traffic control, and re-striping and marking, along the water line alignment. See Attachment A for the Project Location Map for reference.
A Notice-to-Proceed was issued for a construction start date on May 6, 2024. On October 18, 2024, the Project was considered substantially complete. On April 18, 2025, Kana signed the Notice of Acceptance for final payment and submitted all required Contract close-out documents. During the construction there were two Contract change orders issued, which included extra work for additional surveying and pipeline adjustments, and additional traffic control measures with an extension of contract days due to coordination with the Country Hills Elementary School.
The final Contract amount totaled $2,612,185.12 or approximately 8.9% over the Contract amount. The improvements have been completed, and staff recommends that the City Council approve the acceptance of work performed by Kana and authorize the City Clerk to file the Notice of Completion with the County of Orange for recordation. See Attachment B for the Notice of Completion for reference.
FISCAL IMPACT/SUMMARY
The following is a summary of the final Construction Contract cost:
Original Construction Contract Amount $2,399,420.00
Approved Change Orders Including Bid Quantity
Adjustments +$212,765.12
Final Construction Contract Amount $2,612,185.12
Approved Construction Budget with 10% Contingency $2,639,362.00 Remaining Construction Budget +$27,176.88
As shown in the Table, the final Contract amount for the Project is $2,612,185.12, which is less than the approved Construction Contract budget by $27,176.88. The source of funds for this Project is from the Water Fund (Fund 420), and Gas Tax (Fund 220). Therefore, there is no impact on the General Fund.
The Project completed the high-pressure waterline between Birch Street and Lambert Road that connects the two water zones, as was identified in the current City of Brea Water Master Plan. Kana completed the Project and fulfilled its obligations to the City under the subject Contract. Furthermore, Kana provided a Warranty Bond of 100% of the final Contract amount to guarantee the work for one year after the date the Notice of Completion is recorded by the County of Orange. See Attachment C for the Warranty Bond for reference.
Therefore, City staff recommends that City Council consider accepting the Project as complete, authorizing the City Clerk to file the Notice of Completion for recordation by the County of Orange (Attachment B), and accepting the Warranty Bond (Attachment C). Additionally, City staff recommends City Council authorize the City Clerk to release the Performance Bond upon acceptance of the Warranty Bond and to release the Payment Bond upon further notification from the Public Works Department.
Attachments
Attachment A - Location Map.pdf
Attachment B - Notice of Completion.pdf
Attachment C - Warranty Bond.pdf
Executed in Duplicate Bond No. 9434686
WARRANTY BOND
KNOW ALL PERSONS BY THESE PRESENTS that:
WHEREAS the City of’ Brea (“Owner”) has awarded to
Kana Pipeline, Inc.
(“Principal”), a contract (“Contract”) for the work described as follo s:
Associated Road High Pressure Water Line. CIP No. 7476
WHEREAS. Principal is required under the terms of the Contract to furnish a one (1) year warranty to make repairs or replacements made necessary by defects in materials, equipment or workmanship relatedto the Principal’s construction of the Improvements.
NOW. THEREFORE, we. the undersigned Principal, and Fidelity and Deposit Company of Maryland 777 S. Figueroa Street. Stnte 3900, Los Angeles. CA 90017: (760) 484-1 795 (Insert name, addi’ess , and telephone number of Surety) (“Surety”), a duly admitted surety insurer under the laws of the State of California, as Surety, are held andfirmly bound unto Owner in the penal sum of Two Million Six Hundred Twelve Thousand One Hundred Eighty Five and 12/100 Dollars (S 2.612.185.12 ), in lawful money of the United States of America. for the payment of’ which sum well and truly to be made. we bind ourselves. otn’ heirs, executors, administrators. successors. and assigns. jointly and severally, firmly by these presents.
THE CONDITION OF THIS OBLIGATION IS SUCH THAT. ifthe hereby bounded Principal, his. her or its heirs. executors. administrators, successors or assigns, shall in all things stand to and abide by. and well and truly keep and perform all the undertakings, terms. covenants, conditions and agreements concerning the one (1) year warranty as set forth in the Contract and any alteration thereof made as therein provided. on the Principal’s part to be kept and performed. all within the time and in the manner therein specified. and in all respects according to their true intent and meaning, then this obligation shall become null and void; otherwise, it shall be and remain in full force and effect.
In case sLut IS brought upon this bond. Surety further agrees to pay all court costs and reasonable attorneys’ fees in an amount fixed by the court.FURTHER. the Surety, for value received. hereb stipulates and agrees that no change. extension of time. alteration. addition or modification to the terms of the Contract. or of the work to be performed thereunder.or the specifications for the same. shall in any way affect its obligations under this bond. and it does herebywaive notice of any such change. extension of time. alteration, addition. or modification to the terms ofthe Contract or to the work or to the specifications thereunder. Surety hereby waives the provisions ofCalifornia Civil Code § 2845 and 2849. The City of Brea is the principal beneficiary of this bond and has all rights of a party thereto.
IN WITNESS WHEREOF. two (2) identical counterparts of this instrument, each of which shall for all purposes be deemed an original hereot have been duly executed by Principal and Suret). on the date set forth below, the name of each corporate party being hereto affixed and these presents duly signed by its undersigned representative(s) pursuant to authority of its governing body.
Dated: Max’ 12. 2025
‘‘Principal’’ “Surety”
Kana Pipeline. Inc. Fidelity and Deposit Company of’ Maryland By:
Its L7cr1 ‘S y9_,-2-rc cEFO
By:
Its
(Seal)
Its
(Seal)
By:
Its
By:
irn Luu. Attorney—ui—Fact
\otc This bond lutist be executed in duplicate and dated, all signatures must be notarized and evidence oitlie aulhorit of any person signing as attornev-inthct must he attached CALIFORNIA ACKNOWLEDGMENT CIVIL CODE § 1189
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the documentto which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
State of California
County of PA ff5Ido- iYltLy /‘, before me, (iLyeh I Pr1vcircz / Date Here Insert Name and Title of the Officer
personally appeared hl C’1 6
Name(s) of Signer(s)
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under thelaws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
L/L-5 WI ‘—‘-‘— Slnature of Ntcry Public
Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document.
Description of Attached Document
Title or Type of Document: CtiH IJ/’
Document Date:
LI
Number of Pages:
Signer(s) Other Than Named Above:
Capacity(ies) Claimed by Signer(s)Signer’s Name:
_____________________________
El Corporate Officer — Title(s):
El Partner — U Limited El GeneralEl Individual El Attorney in FactEl Trustee El Guardian or ConservatorEl Other:
Signer is Representing:
Signer’s Name:
_____________________________
Li Corporate Officer — Title(s):
C] Partner — El Limited Li GeneralU Individual LI Attorney in FactEl Trustee u Guardian or ConservatorLi Other:Signer is Representing:
4 A:%. UVEN 1. ALVAREZ b
COMM. #2415299 z
Notary Public . California
Z Riverside County — Comm.ExpfresSe2O26
Place Notary Seal and/or Stamp Above
Signature
OPTIONAL
©2019 National Notary Association
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
State of California
Countyof.. Orange
MAY 1 2 2025 before me,
Date
personally appeared
Leigh McDonough, Notary Public
Here Insert Name and Title of the Officer
KimLuu
____
Name(s) of Signer(s)
LE1CM MCONOUG
‘I Notary PubIiC California OraneC01Y
Cornmis51On253fl
My Comrfl. axpires Mar 25, 2029
Capacity(ies) Claimed by Signer(s)
Signer’s Name: - Corporate Officer — Title(s):
Partner — Limited General
Individual X Attorney in Fact
Trustee Guardian or Conservator
Other:
Signer Is Representing:
Signer’s Name:
Corporate Officer Title(s):
Partner — Limited General
Individual Attorney in Fact
Trustee Guardian or Conservator
Other:
Signer Is Representing:
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument, I certify under PENALTY OF PERJURY under the laws
of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature
Place Notary Seal Above
OPTIONAL
Though this section is optional, completing this in formation can deter alteration of the document or fraudulent reattachment of this form to an unintended document.
Description of Attached Document
Title or Type of Document: Document Date.
Number of Pages: Signer(s) Other Than Named Above:
©201 4 National Notary Association www.NationalNotary.org’ 1-800-US NOTARY (1 800-876-6827) Item #5907 ZLRl(Il AIERl(-N INSLR.N(I’ (‘0slPAN\
(‘0IOl.I. A\IIRI(’N (‘AS(ALiv ‘I) StRElY (‘()MPN
FlI)[L1I V I)IZPOSI1 (0MPNY 01” RYl.A\I)
POW IR OF AI’FORNI’
KNOW All. MEN l3Y THESE PRLSLNlS: That the 7URICI I AMERICAN INSURANCE COMPANY. a corporation of the State of Ness ‘turk, the COlONIAl AMERICAN CASUAlTY ANI) SURETY COMPANY, a corporation of the State of Illinois. and the FIDElItY ANL) DEPOSIt COMPANY OF \‘li\RYLAND a corporation of the State ol Illinois (herein collectis el called the “Companies’). hChristopher Nolan. V ice President. in pursuance of autliorits granted h Article V. Sect ion 8. Of the B— I sw s ol said Companies. w Ii ich areset lords on the reverse side hereof and are hereb’. certified to be in full force and effect on the date hereot. do tserehv nominate. Constitute. and appoint Jessica ALVARADO. Leigh MCDONOt’Gl I. Mark RICI-IARDSON. Kevin CA ]IICART. Ierah LANE. HeatherSAL FAREI.LI. Mike PARIZINO. Rachelle RI IEAUI .T. Kim LLTL Harrison YOSt IIOKA of Irs inc. Calilbrnia. its true and lass liii agent andAttorney—in—tact, to make. execute, seal and deliver. for. and on its behalf as suret\. and as its act and deed: an and all bonds and undertakings, and the execution ol such bonds or undertakings in pursuance of these piesents. shall be as binding upon said Companies. asfully and ampl\ . to all intents and purposes. as if the had been dlul\ executed and acknowledged by the regularI elected ott icers of the tURICI I AMERICAN INSURANCE COMPANY at its office in New York. New York.. the regularly elected officers of the COlONIAl.
AMERICAN CASUALTY ANI) SURElY C’ONIPANY at its office in Ow ings Mills. Maryland.. and the regularly elected officers of the FIDELIlY \t) DEPOSIT COMPANY OF MARYLANI) at its office in Owings Mills. Maryland.. in their own proper persons. ‘I he said Vice President does hereby certil’v that the extract set forth on the reverse side hereol is a true Cop of ,\rticle V. Section 8. uI the By-I aw s of said Companies. and is now in fbrce.
IN WITNESS WI-IEREOE. the said Vice-President has hereunto subscribed his’her names and al’flxed the Corporate Seals of the said Z[’RICJI ll’jU(’,X INSLRAXCI: (lPNV, (‘Ol.ONIAL .-MERICAN (SLA1:n .NI) SURI:l’\ (‘OMPAN\, and 111)1111 ‘ ND I)FPOSI I C OMI’ 01 M R\ I Nl) this 7th dts ol t’muqts \ D 202 S AL scsr SEAL
\ J
4.L”I’LST:
Z( RI(I1 .1I’RI( \‘\ I\S R(’E (‘OlPV
C’O1.O%I\L .IERI(’.’\ (‘St 1.iY VsI) SURE’l’\ (OlPA\
FI1)FLll’ .Nl) l)EPOSI’l’ (‘()MI’A’\\ OF l
iH.i
“,
17i’: Christopher \ olan
I ‘ice P,’esident
By: Dnrn li Broii’n
Secretary
State of 1arslancl
Counts of Baltimore
On this 7th day ofianuarv. AD. 2025. bctbre the subscriber, a Noiars Public ot’thc State of Maryland. duty commissioned and quatilied. (‘hristopticr ota a. \ice l’resident and flaw a F. Brown. Secreta cv of the Companies. to me personal lv known to he the individuals and oFficers described in and who executed the preceding Instrument, and acknowledged the esecution ot same, and being by mc ctut sworn. deposeth and saith. that he/she is the said ollicer ofdie Company aibresaid. and that the seats aFfixed 10 the preceding instrument are the Corporate Seals of said C’oinpanies. and that the said Corporate Seals andthe signature as such otticer were duly aFfixed and subscribed to the said instrument b the authorit and direction of itie said Corporations. tN tES’t’tMONY WHEREOF, I base hereunto set nv hand and al’liscd my Official Seal the day and year first ahosc ssnttcn. ,,,
Genev!e5c M MasonNotary PublicMy Commission 1pire .Jas,inry 27. 2029 uthenticity of this bond can be confirmed at bondvalidato,-.zui’iclina.com or 410-559-8790
EXTRACT FROM BY-LAWS OF THE COMPANIES
“Article V. Section 8. Attornes s—in—Fact. The (Thief Executive Of[icer. the President. or any Executive Vice President or Vice President may. h- written instrument under the attested corporate seal, appoint attorneys—in—tact with authorit to execute bonds. polices. recogniaiices.
Stipil kit ions. undertakmgs. or other like instruments on behal r of the Company. and ma authorize an o Hicer or any such attorne —in— fact toaPi x the corporate seal thereto: and ma’ with or w ithout cause inodi I\ 01 res oRe an such appo itinent or authority at any time.’
CERTIFICATE
I. the undersigned. Vice President ol the 71 RICI I AMERICAN lNst:RANCE COMPANY. the COlONIA[. AMERIC’AN CASLAI.FY ANI) St RElY C’OMPANY. and the FIDELIlY ANt) DEPOSI I COMPANY OF MARVIANI). do hereh certil\ that the foregoing Power olAttorne is still in full force and eflbct on the date of this certificate: and I do further certify that Article V. Section 8. of the B —Laws of the Companies is still in force.
This Power of Attorne and Certiticale ma he signed b facsimile under and b authority of the following resolution of the Board of Directors ol the LURICI-l AMERICAN INSURANCE COMPANY at a meeting duly called and held on the 15th day of December 1998.
RESOLVED: ‘That the signature of the President or a Vice President and the attesting signature of a Secretary or an Assistant Secretary and the Seal of the Compan may be aftixed b facsimile on any Power of Attorney \ny such Power or any certificate thereof hearing such facsimile signature and seal shall he alicl and binding on the Company.” This Power ot Attorney and Certilicate ma’ he signed b l’acsimile under and h authorit ot the toltow ing resolution ot’ the Board 01’ Directors ofthe COl,ONIAL AMERICAN CASUALTY AND SURETY COMPANY at a meeting dul called and held on the 5th da (if Ma. 1994. and the following resolution ol’the Board of Directors of the FIDElITY AND DEPOSIt COMPANY OF MARYLAND at a meeting duly called and held on the 10th day of May. 1990.
RESOLVED: “I hat the facsimile or mechanicall reproduced seal of the compan and facsimile or mechanically reproduced signature 01’ an’ Vice-President. Secretary, or Assistant Secretary of the Company, whether made heretoibre or hereat)er. wherever appearing upon a certified copy ol’anv power of attorne issued by the C’ompanv. shalt he valid and binding upon the Compan with the same force and effacias though manually affixed.
INt ESTIMONY WI-IEREOF. I have hereunto subscribed my name and affixed the corporate seals of the said Companies. this ______ da of MAY 12 2025
C C.
0T
0 C
C5 SEAL SEAL
749 4ucL
Mary Jean Pethick
Vice President
TO REPORT A CLAIM WITH REGARD TO A SURETY BOND, PLEASE SUBMIT A COMPLETE DESCRIPTIONOF THE CLAIM INCLUDING THE PRINCIPAL ON THE BOND, THE BOND NUMBER, AND YOtJR CONTACT INFORMATION TO:
Zurich Surety Claims
1299 Zurich Wa
Schaumburg. IL 60196-1056
reportsfclaims b’zurichna.com
800-626-4577
Authenticity of this bond can be conlinned at bondvalidator.zurichna.com or 410-559-8790 CITYof BREA
City Council Regular Meeting
Communication
July 15, 2025
Item No. 4H.
Emergency Ambulance Contract Amendment
TO PREPARED BY
Honorable Mayor and City Council Members Justin Zuhlke, Battalion Chief
DEPARTMENT HEAD APPROVAL CITY MANAGER APPROVAL
Daniel Mielke, Fire Chief Kristin Griffith, City Manager
RECOMMENDATION
Approve Amendment No. 1 to the Ambulance Services Agreement with Emergency Ambulance Services, Inc. to provide Surge Ambulance Services (Primary) with a not-to-exceed contract amount of $80,000.
BACKGROUND/DISCUSSION
The City of Brea is currently under contract with Emergency Ambulance Service (EAS) for Surge services (Primary) providing “back-up” coverage for ambulance transport. The current agreement states that the City of Brea will pay a monthly flat fee of $6,500 per month (not to exceed $50,000) for service from EAS. Both Brea Fire and EAS would like to continue this model and extend the contract an additional one (1) year beginning 7/18/2025. The contract will maintain the same payment model of $6,500 per month, not to exceed $80,000.
The all-inclusive cost for coverage (surge) versus paying by single response coverage is $6,500. The City is at a break-even point based on the amount of times the Fire Department has relied on EAS for surge coverage. This payment model has proven to be the most cost effective for the City of Brea.
EAS is the closest private ambulance company to Brea and can provide rapid response times. The second closest company would be FALCK, and the City of Brea is currently operating under contract with FALCK for back up surge coverage.
FISCAL IMPACT/SUMMARY
The total contract amount is $80,000 and is currently programmed in the adopted FY 2025-27 Operating Budget within the Paramedic Services Fund (174). No additional appropriation is needed.
Amendment No. 1 reads in section 1-A Exhibit B, “but in no event will Contractor’s total compensation under this Agreement exceed $130,000 unless payment in excess of that amount has been approved by the City Council as required by the City’s Purchasing Policy and pursuant to Chapter 3.24 of the Brea City Code.” The above mentioned $130,000 is the total of the combined contracts. $50,000 allotted from 1/17/2025 – 7/17/2025, and $80,000 allotted for the new amendment, not exceeding a total of $130,000.
Attachments
Amendment #1 - 2025 Emergency Ambulance agmt_encrypted_.pdf 01-17-2025 - Emergency Ambulance Service, Inc.pdf
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3130822.2
AMENDMENT NO. 1
TO AMBULANCE SERVICES AGREEMENT
THIS AMENDMENT NO. 1 (“First Amendment”) to the January 17, 2025 Ambulance Services Agreement (“Agreement”) executed by the City of Brea (“City”), a California municipal corporation, and Emergency Ambulance Service, Inc. (“Contractor”), a California corporation, is dated July 15, 2025 for reference purposes.
R E C I T A L S
A. The parties executed the Agreement to provide for City’s retention of Contractor to serve as Primary Backup for the Brea Fire Department’s emergency Basic Life Support and emergency Advanced Life Support services when Surge Services are needed.
B. The parties desire to amend the Agreement to: (i) extend the term by one year (until July 18, 2026); and (ii) increase the compensation limit.
NOW, THEREFORE, the parties agree as follows:
1. Amendment of Section 2. Paragraph A (Compensation) of Section 2 (Compensation, Reimbursements & Fees) of the Agreement is amended to read as follows:
“A. Compensation. Contractor shall be compensated for the Services provided under this Agreement as set forth in the attached Exhibit B, but in no event will Contractor’s total compensation under this Agreement exceed $130,000 unless payment in excess of that amount has been approved by the City Council as required by the City’s Purchasing Policy and pursuant to Chapter 3.24 of the Brea City Code.”
2. Amendment of Section 4. Paragraph A of Section 4 (Term) of the Agreement is amended to read as follows:
“A. The term of this Agreement shall commence on January 17, 2025 (“Effective Date”) and shall expire on July 18, 2026 unless sooner terminated or extended as provided in this Agreement.”
3. Amendment of Exhibit B. Exhibit B of the Agreement is amended to read as follows:
“In consideration of the Services provided by Contractor under the Agreement, City shall pay Contractor a flat monthly rate of Six Thousand Five Hundred Dollars ($6,500.00) per month. No later than thirty (30) days before the expiration of this Agreement the parties shall meet in good faith to discuss possible changes to the manner or amount of Contractor’s compensation in the event the Term is extended.
4. Counterparts. This First Amendment may be executed in any number of counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same document.
5. Preservation of Agreement. Except as expressly modified by this First Amendment, all of the provisions of the Agreement shall remain unaltered and in full force and effect. In the event - 2 of 2 -
3130822.2
of a conflict between the provisions of this First Amendment and the provisions of the Agreement, the provisions of this First Amendment shall control.
TO EXECUTE THIS FIRST AMENDMENT, the parties have caused their duly authorized representatives to sign below.
EMERGENCY AMBULANCE Service, INC.
By: ________________________________ By: ________________________________ Print Name: _________________________ Print Name: _________________________ □ Chairperson □ President □ Vice President □ Secretary □ Asst. Secretary □ Chief Finance Officer □ Asst. Treasurer
[Pursuant to California Corporations Code Section 313, both signature lines must be executed unless the signatory holds at least one of the offices designated on each line.]
CITY OF BREA
____________________________________
Blair Stewart, Mayor
Attest: Approved as to form:
____________________________________ ____________________________________ Lillian Harris-Neal, City Clerk Terence Boga, City Attorney Paul Scarborough Adrian Dehghanmanesh
Paul Scarborough (Jul 2, 2025 20:02 CDT)
Paul Scarborough
AGREEMENT # 2025. 01. 17. 01 for
Emergency Basic Life Support Ambulance Services
Surge Services— Primary Back -Up)
This Agreement for Ambulance Services Agreement— Surge Services (" Agreement") is dated January 17, 2025 for reference purposes and is executed by the City of Brea, a California municipal corporation (" City"), and Emergency Ambulance Service, Inc., a California Corporation Contractor"). City and Contractor are each a " Party" and together the "Parties."
RECITALS
A. City is authorized by Section 38794 of the Governing Code, Section 1797.201 of the Health & Safety Code, and Section 8. 36.050 of the Brea City Code to provide ambulance service for provision of ambulance services in response to emergencies in Brea, including providing such services pursuant to a contract with an ambulance service operator.
B. City previously contracted with Contractor to be the exclusive provider of emergency Basic Life Support Services (" BLS") and emergency Advanced Life Support (" ALS") ambulance patient transport in coordination in the Brea Fire Department (" BFD").
C. BFD will assume direct responsibility as the provider of BLS and ALS services in the City as of the Effective Date, at which time City will require one or more independent contractors to provide non- exclusive, on- call ambulance services on a need and necessity basis when BFD determines additional capacity is necessary to respond to an unusual or unexpected need for ambulance service (" Surge Services").
D. City intends to retain two independent contractors to provide Surge Services; one to be on call as BFD' s primary backup (" Primary Backup) and another to be BFD' s secondary backup (" Secondary Backup") at times when the Primary Backup is unable to provide Surge Services.
E. Contractor represents that it is duly licensed, fully authorized by law, and has the necessary experience and qualifications, to provide such Surge Services as the Primary Backup to BFD subject to the terms and conditions of this Agreement.
NOW, THEREFORE, the parties agree as follows:
AGREEMENT
Contractor' s Services
A. Scope of Services. Contractor shall be BFD' s Primary Backup and provide Surge Services in accordance with the Scope of Services set forth in the attached Exhibit A, and as otherwise required by this Agreement (collectively, " Services"), all to City' s satisfaction.
B. Contractor' s Understanding of the Services. By execution of this Agreement, Contractor: ( i) warrants that it has thoroughly investigated and considered the Services; possesses and shall maintain all licenses required to perform the Services; has expertise in the provision of the Services; has carefully considered how the Services should be performed; and fully understands the difficulties and restrictions attending the performance of the Services; ii) acknowledges that City may, in its sole and absolute discretion, retain one or more other independent contractors to provide Surge Services in lieu of or in addition to those provided by Contractor.
C. Standard of Care. Contractor' s Services shall be performed in accordance with the generally accepted professional standards of practice and principles and in a manner consistent With the level of care and skill ordinarily exercised by members of the profession currently performing similar services under similar conditions. Contractor shall maintain all professional licenses and certifications required to lawfully perform the Services.
2. Compensation, Reimbursements & Fees
A. Compensation. Contractor shall be compensated for the Services provided under this Agreement as set forth in the attached Exhibit B, but in no event will Contractor' s total compensation under this Agreement exceed $ 50, 000 unless payment in excess of that amount has been approved by the City Council as required by the City's Purchasing Policy and pursuant to Chapter 3. 24 of the Brea Municipal Code.
B. No Patient Billing. In no event shall Contractor seek compensation or reimbursement from persons receiving ALS or BLS care under this Agreement.
C. City Reimbursement. Contractor shall reimburse City for its contribution of services, materials and equipment, if any, in accordance with the terms and conditions set for the in the attached Exhibit B.
3. Contingency Work
This Agreement does not include any contingency or additional work. Any additional work performed by Contractor without a written amendment or approval of the City shall be deemed to be work included within the Services.
4. Term
A. The term of this Agreement shall commence on the Effective Date (" Effective Date") and continue for six ( 6) months unless sooner terminated or extended as provided in this Agreement.
B. The City Fire Chief may extend the term for an additional six ( 6) months if he or she, in their sole reasonable discretion, determines such an extension is in the interests of the health and safety of the public. Any additional extensions of the term shall require the written agreement of both Parties and approval by the City Council.
5. Time of Performance
A. Operating Schedules & Deadlines. Contractor shall complete all Services during the term of this Agreement in a prompt manner and shall meet any established operating schedules and deadlines that the Parties may agree to in writing.
B. Notice to Proceed. Contractor shall commence performance within two ( 2) business days of receiving City' s written Notice to Proceed. Contractor shall not perform any of the Services until receiving the Notice to Proceed from the Fire Chief. The Fire Chief may delay delivery of the Notice to Proceed in order to protect public health and safety in the event the Contractor is for any reason unable to commence performance at that time.
C. Force Maie_ ure. Neither party shall be considered in default of this Agreement for delays in performance caused by a force majeure event. As used in this Agreement, the term force majeure event" means circumstances beyond the reasonable control of the non- performing party and includes the following: abnormal weather conditions; floods; earthquakes; fire; epidemics; war; riots and other civil disturbances; strikes, lockouts, work slowdowns, and other labor disturbances; sabotage; or judicial restraint, provided Contractor' s performance under any such conditions must always meet the standard of care generally exercised by like professionals under similar circumstances. Contractor' s lack of financial capability, shall not constitute a force majeure event unless directly attributable to any of the foregoing events. Should a force majeure event occur, the non- performing party shall as soon as possible give notice to the other party 2 describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement.
6. Maintenance of Records
Books, documents, papers, accounting records, and other evidence pertaining to the Services, including costs incurred, shall be maintained by Contractor and made available for review by City at all reasonable times during the term of this Agreement and for four ( 4) years from expiration or termination of this Agreement.
7. Compliance with Law
A. Contractor shall comply with all applicable federal state, and local laws, including Cal/OSHA requirements and Chapter 8. 36 of the Brea Municipal Code.
B. Contractor shall maintain a City of Brea business license at all times while operating in the City.
8. Assignment and Subcontracting
A. Contractor shall not assign or transfer this Agreement or any rights or obligations under, or any interest in this Agreement, or subcontract any required performance hereunder, without the prior written consent of City, which may be withheld for any reason. City shall be deemed to have approved Contractor' s utilization of subcontractors identified in Contractor' s proposal for the Services.
B. Any attempt to so assign, transfer, or subcontract without City's prior written consent shall be void and shall constitute grounds for City's termination of this Agreement.
Authorized subcontracts shall contain a provision making the subcontractor subject to all requirements of this Agreement.
C. If use of a subcontractor is approved, then City may withhold 5% of any payment to Contractor. Such retention shall be released upon City' s receipt of an unconditional release of all claims signed by any such subcontractor, as to work performed to date.
9. Independent Contractor
A. Contractor is retained as an independent contractor and is not an employee of City.
No employee or agent of Contractor is or shall become an employee of City.
B. Contractor will determine the means, methods, and details by which Contractor' s personnel will perform the Services. Contractor shall be solely responsible for the satisfactory work performance of all personnel engaged in performing the Services and compliance with the customary professional standards.
C. Contractor' s personnel shall not wear or display any City uniform, badge, identification number, or other information identifying such individual as an employee of City.
Contractor' s personnel shall not use any City e- mail address or City telephone number in the performance of the Services. Contractor shall acquire and maintain at its sole cost and expense such vehicles, equipment and supplies as Contractor' s personnel require to perform the Services.
City may make a computer available to Contractor from time to time for Contractor' s personnel to obtain information about or to check on the status of projects pertaining to the Services.
D. Contractor shall be responsible for and pay all wages, salaries, benefits and other amounts due to Contractor' s personnel in connection with the Services. Contractor shall be responsible for all reports and obligations respecting such additional personnel, including Social Security taxes, other retirement or pension benefits, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. Contractor and its officers, 3 employees, agents, and subcontractors shall not become entitled to, and hereby waive any claims to, any wages, salaries, compensation, benefit or any incident of employment by City, including eligibility to enroll in, or reinstate to membership in, the California Public Employees Retirement System (" PERS") or any other retirement program, as an employee of City, and entitlement to any contribution to be paid by City for employer contributions or employee contributions for PERS benefits or any other retirement benefits
E. Contractor shall indemnify and hold harmless City and its elected officials, officers, employees, servants, designated volunteers, and' agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs, and expenses of any nature to the extent arising from Contractor' s personnel practices. City shall have the right to offset against the amount of any fees due to Contractor under this Agreement any amount due to City from Contractor as a result of Contractor' s failure to promptly pay to City any reimbursement or indemnification arising under this Section. All duties of Contractor under this paragraph shall survive expiration or termination of this Agreement.
10. PERS Compliance
The parties acknowledge that City is a local agency member of PERS, and as such has certain pension reporting and contribution obligations to PERS on behalf of qualifying employees.
Contractor agrees that, in providing its employees and any other personnel to City to perform the Services, Contractor shall assure compliance with the Public Employees' Retirement Law Government Code Section 20000 et seq.), the regulations of PERS, and the Public Employees' Pension Reform Act of 2013 ( Government Code Section 7522 et seq.). Without limitation to the foregoing, Contractor shall assure compliance with regard to personnel who have active or inactive membership in PERS and to those who are retired annuitants and in performing this Agreement shall not assign or utilize any of its personnel in a manner that will cause City to be in violation of the applicable retirement laws and regulations.
11. Insurance
Unless otherwise permitted or waived in writing by City' s Risk Manager, Contractor shall not commence work until it has secured all insurance required under this section and provided evidence thereof that is acceptable to City. In addition, Contractor shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section.
A. Commercial General Liability
i. Contractor shall take out and maintain, in amounts not less than specified herein, Commercial General Liability Insurance, in a form and with insurance companies acceptable to City.
ii. Coverage for Commercial General Liability insurance shall be at least as broad as the following: Insurance Services Office Commercial General Liability coverage Occurrence Form CG 00 01) or exact equivalent.
iii. Commercial General Liability Insurance must include coverage for the following:
a. Bodily Injury and Property Damage
b. Personal Injury/ Advertising Injury
C. Premises/ Operations Liability
d. Products/ Completed Operations Liability
e. Aggregate Limits that Apply per Project
f. Contractual Liability with respect to this Agreement rd
g. Broad Form Property Damage
h. Independent Contractors Coverage
iv. The policy shall contain no endorsements or provisions limiting coverage for ( 1) contractual liability; ( 2) cross liability exclusion for claims or suits by one insured against another; ( 3) products/ completed operations liability; or ( 4) contain any other exclusion contrary to this Agreement.
V. The policy shall be endorsed to name City, its officials, officers, employees, agents, servants, designated volunteers and agents serving as independent contractors in the role of City officials, as additional insureds using ISO endorsement forms CG 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage. vi. The general liability coverage may utilize deductibles or provide coverage excess of a self-insured retention, only if approved by City' s Risk Manager in writing, and further provided that such deductibles shall not apply to coverage of the additional insureds.
B. Automobile Liability
i. Contractor shall maintain Automobile Liability Insurance for bodily injury and property damage including coverage for owned, non -owned and hired vehicles, in a form and with insurance companies acceptable to City.
ii. Coverage for automobile liability insurance shall be at least as broad as Insurance Services Office Form Number CA 00 01 covering automobile liability ( Coverage Symbol 1, any auto).
iii. The policy shall be endorsed to name City, its officials, officers, employees, agents, servants, designated volunteers and agents serving as independent contractors in the role of City officials, as additional insureds.
iv. Subject to City's written approval, the automobile liability coverage may utilize deductibles or provide coverage excess of a self-insured retention, provided that such deductibles shall not apply to coverage of the additional insureds.
C. Workers' Compensation/ Employer' s Liability
i. Contractor certifies that Contractor is aware of the provisions of Labor Code Section 3700 which requires every employer to be insured against liability for workers' compensation or to undertake self- insurance in accordance with the provisions of that code, and he/ she/ it will comply with such provisions before commencing work under this Agreement. ii. Contractor shall maintain full compensation insurance for its employees in accordance with the Workers' Compensation and Insurance Act ( Labor Code Section 3200 et seq.) and Employer' s Liability Coverage in amounts indicated herein. Contractor shall require all subcontractors to obtain and maintain workers' compensation coverage of the same type and limits as specified in this section.
D. Professional Liability. Contractor shall maintain professional liability or errors and omissions insurance appropriate to its profession ( which shall include ambulance medical malpractice coverage), in a form and with insurance companies acceptable to City and with the limits required herein. This insurance shall be endorsed to include contractual liability applicable to this Agreement and shall be written on a policy coverage form specifically designed to protect against acts, errors or omissions of Contractor in the performance of professional services.
Covered Professional Services" as designated in the policy must specifically include work performed under this Agreement. The policy must "pay on behalf of" the insured and must include a provision establishing the insurer' s duty to defend.
E. Cyber Liability. Contractor shall maintain cyber liability insurance providing protection against claims and liabilities arising from: ( i) errors and omissions in connection with maintaining security of City Data ( as defined below); ( ii) data breach including theft, destruction, and/ or unauthorized use of City Data; ( iii) identity theft including bank charges assessed; and ( iv) violation of privacy rights due to a breach of City Data.
F. Minimum Policy Limits Required
I. A.M. Best' s Rating. Each policy of insurance required herein shall be from a company or companies having a current A. M. Best' s rating of no less than A:VII and admitted and authorized to transact the business of insurance in the State of California.
The following insurance limits are required for this Agreement:
Commercial General
Liability
Automobile Liability
Workers' Compensation
and Employer's Liability
Professional Liability
5, 000, 000 per occurrence/ $ 10, 000, 000 aggregate
for bodily injury, personal injury, and property
damage
3, 000, 000 per occurrence ( any auto) for bodily
injury and property damage/ $ 10, 000, 000 annual
aggregate
Workers' Compensation in the amount required by
California law.
5, 000, 000 each claim and $ 10, 000, 000 aggregate.
Cyber Liability 1 $ 2, 000, 000 each claim
Sexual Misconduct $ 3, 000, 000 per occurrence.
Liability Insurance
iii. Defense costs shall be payable in addition to the limits. iv. Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. Any available coverage shall be provided to the parties required to be named as additional insured pursuant to this Agreement.
G. Proof of Insurance. Within five days of execution of this Agreement, but prior to commencement of the Services, Contractor shall file with City evidence of insurance from an insurer or insurers certifying to the coverage of all insurance required herein. Such evidence shall include original copies of the ISO CG 00 01 ( or insurer' s equivalent) signed by the insurer' s representative and Certificate of Insurance ( Acord Form 25- S or equivalent), together with required endorsements. All evidence of insurance shall be signed by a properly authorized officer, agent, or qualified representative of the insurer and shall certify the names of the insured, any additional insureds, where appropriate, the type and amount of the insurance, the location and operations to which the insurance applies, and the expiration date of such insurance.
H. Policy Provisions Required
i. Contractor shall provide City at least 30 days prior written notice of cancellation of any policy required by this Agreement, except that Contractor shall provide at least 10 days prior written notice of cancellation of any such policy due to non- payment of premium. If any of the required coverage is cancelled or expires during the term of this Agreement, Contractor shall deliver renewal certificate( s) including the required additional insured endorsement to City at least 10 days prior to the effective date of cancellation or expiration. 2 ii. The Commercial General Liability Policy and Automobile Liability Policy shall each contain a provision stating that Contractor's policy is primary insurance and that any insurance, self-insurance or other coverage maintained by City or any additional insureds shall not be called upon to contribute to any loss.
iii. The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. If a " claims -made" professional liability policy is provided, it shall include an extended reporting period of not less than three years. iv. All required insurance coverages, except for the professional and cyber liability coverage, shall contain or be endorsed to provide a waiver of subrogation in favor of City, its officials, officers, employees, agents, servants, designated volunteers and agents serving as independent contractors in the role of City officials, or shall specifically allow Contractor or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Contractor hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subcontractors.
V. The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. Further the limits set forth herein shall not be construed to relieve Contractor from liability in excess of such coverage, nor shall it limit Contractor' s indemnification obligations to City or preclude City from taking such other actions available to City under other provisions of this Agreement or law.
Additional Insurance Provisions
i. The foregoing requirements as to the types and limits of insurance coverage to be maintained by Contractor, and any approval of such insurance by City, are not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by Contractor pursuant to this Agreement, including the provisions concerning indemnification.
ii. If at any time during the term of this Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Contractor or City will withhold amounts sufficient to pay premium from Contractor payments. In the alternative, City may terminate this Agreement for cause.
iii. City may require Contractor to provide for inspection by City, complete copies of all insurance policies in effect for the duration of the Agreement. iv. No City official, officer, employee, agent or volunteer shall be personally responsible for any liability arising under or by virtue of this Agreement.
V. The insurance obligations under this Agreement shall be: ( 1) all the insurance coverage and/ or limits carried by or available to Contractor; or ( 2) the minimum insurance coverage requirements and/ or limits shown in this Agreement; whichever is greater.
Any insurance proceeds in excess of or broader than the minimum required coverage and/ or minimum required limits, which are applicable to a given loss, shall be available to City. No representation is made that the minimum insurance requirements of this Agreement are sufficient to cover the obligations of Contractor under this Agreement.
J. Subcontractor Insurance Requirements. Contractor shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to City that it has secured all insurance required under this section. Policies of commercial general liability insurance provided by such subcontractors shall be endorsed to name City, its officials, 7 officers, employees, agents, servants, designated volunteers and agents serving as independent contractors in the role of City officials as additional insureds, using ISO form CG 20 38 04 13 or an endorsement providing the same coverage. If requested by Contractor, City may approve different scopes or minimum limits of insurance for particular subcontractors.
12. Indemnification
A. To the fullest extent permitted by law, Contractor shall defend ( with counsel reasonably approved by City), indemnify and hold City, its officials, officers, attorneys, agents, employees, servants, designated volunteers, successors, assigns and those City agents serving as independent contractors in the role of City officials ( collectively " Indemnitees") free and harmless with respect to any and all claims, demands, causes of action, costs, expenses, liabilities, losses, damages, stop notices and/ or injury of any kind, in law or equity, to property or persons, including bodily injury, wrongful death, personal injury and property damage, and destruction, or unauthorized access to, use, and/ or theft of City Data ( collectively, " Claims") in any manner and to the extent arising out of, pertaining to, or incidental to any act, error, omission, or willful misconduct of Contractor, its owners, officials, officers, employees, servants, subcontractors, consultants or agents ( and/ or any entity or individual for whom Contractor shall bear legal liability) in connection with the performance of the Services including the payment of all damages, expert witness fees and attorney' s fees and other related costs and expenses actually incurred in connection with such defense. Contractor' s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Contractor, or by City or any of the other Indemnitees. Contractor shall have no liability hereunder for claims and liabilities arising out of the sole, active negligence of any of the Indemnitees.
B. Contractor' s obligations under this Section shall survive the expiration or termination of this Agreement.
13. Laws and Venue
This Agreement shall be interpreted in accordance with the laws of the State of California without regard for change of venue laws. If any action is brought to interpret or enforce any term of this Agreement, the action shall be brought in a state or federal court situated in the County of Orange, State of California. Contractor must comply with the claim procedures set forth in the Government Claims act (Government Code Section 810 et seq.) prior to filing any lawsuit against City.
14. Termination
A. City may terminate any portion or all of the Services or this Agreement with or without cause by giving 30 -days' written notice to Contractor. In such event, City shall be immediately given title to and possession of all Work Product (as defined) below and original field notes, drawings and specifications, written reports and all other documents produced or developed pursuant to this Agreement. Provided Contractor is not then in breach, City shall pay Contractor for any portion of the Services satisfactorily completed prior to termination. If termination occurs prior to completion of any specific task for which a payment request has not been received, the charge for Services performed shall be the reasonable value of such Services, based on an amount agreed to by the parties. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Contractor shall not be entitled to payment for unperformed Services, and shall not be entitled to damages or compensation resulting from such termination. Termination pursuant to this paragraph shall not in any manner limit or preclude any additional remedy available at law or in equity. City shall not terminate the Agreement for cause without first providing Contractor a written notice of default and demand to cure, and Contractor has failed to cure such default within 30 days of receipt of such notice. The City Manager may, in his or her sole discretion, extend the time period by which Contractor must cure such deficiencies if the City Manager finds that Contractor is diligently proceeding with all steps necessary to cure such default.
B. City may take immediate action to remedy Contractor' s breach itself or terminate this Agreement, with or without prior notice to Contractor, if the City Manager in his or her sole discretion finds that Contractor' s breach has created, is creating, or threatens to create an immediate danger to the health and safety or general welfare. In the event of such action or termination, Contractor shall fully cooperate with and shall immediately assist City and any successor ambulance service operator( s) to effectuate an immediate, efficient, orderly takeover of the Services so there is no service interruption to the public. Contractor expressly agrees that these emergency takeover provisions are reasonable and necessary in light of the serious public health and safety aspects associated with the provision of services under the Agreement. Any legal action taken by Contractor to challenge either a termination for cause or emergency takeover of this Agreement shall only be initiated by Contractor after the emergency takeover or termination for cause above, has been completed, and shall not under any circumstances whatsoever be allowed to delay the process of takeover by the City. Contractor' s cooperation with, and full support of, such emergency takeover processed shall not in any way jeopardize or limit Contractor' s right to recover damages should a court of competent jurisdiction determine that the City wrongfully terminated this Agreement. Contractor waives any right to seek any declaratory or equitable relief, including a restraining order or injunction, against either the termination or an emergency takeover.
C. Contactor may terminate this Agreement only for cause and by serving written notice of termination to City, provided Contractor has first served City with a written notice of default and demand to cure, and City has failed to cure such default within 30 days of receipt of such notice.
15. Final Payment Acceptance Constitutes Release
Contractor' s acceptance of City's final payment under this Agreement shall operate as and be a release of City from all claims and liabilities for compensation to Contractor for the Services or anything done or furnished relating thereto. Neither City's payment to Contractor nor approval of payment constitute, nor be deemed, a release of the responsibility and liability of Contractor, its employees, sub -contractors and agents for the accuracy and competency of the information provided and/ or work performed; nor shall such or payment or approval be deemed to be an assumption of such responsibility or liability by City for any defect or error in the work prepared by Contractor, its employees, subcontractors and agents.
16. Ownership of Work Product
A. All draft and final reports, documents, and other written material, and any and all images, ideas, concepts, designs including website designs, source code, object code, electronic data and files, and/ or other media whatsoever created or developed by Contractor in the performance of this Agreement ( collectively, " Work Product") shall be considered to be " works made for hire" for the benefit of City. All Work Product and any and all intellectual property rights arising from their creation, including all copyrights and other proprietary rights, shall be and remain the property of City without restriction or limitation upon their use, duplication or dissemination by City upon final payment being made, provided that any such use shall be at City' s sole risk.
Contractor shall not obtain or attempt to obtain copyright protection as to any of the Work Product.
Contractor agrees that the compensation set forth in Section 2 of this Agreement includes conveyance to City of ownership of all Work Product, including intellectual property rights, as provided in this Section 16.
B. Contractor hereby assigns to City all rights of ownership to the Work Product, including any and all related intellectual property and proprietary rights, that are not otherwise vested in City pursuant to subsection A above.
C. Contractor warrants and represents that it has secured all necessary licenses, consents or approvals necessary to the production of the Work Product, and that upon final payment or Contractor' s default, City shall have full legal title to the Work Product, and full legal authority and the right to use and reproduce the Work Product for any purpose. Contractor shall defend, indemnify and hold City, and the other Indemnitees harmless from any and all losses, claims or liabilities in any way related to a claim that City' s use of any of the Work Product violates federal, state or local laws, or any contractual provisions, or any rights or laws relating to trade names, licenses, franchises, copyrights, patents or other means of protecting intellectual property rights and/ or interests in products, ideas or inventions. Contractor shall bear all costs arising from the use of patented, copyrighted, trade secret or trademarked documents, materials, equipment, devices or processes in connection with its provision of the Work Product produced under this Agreement. In the event the use of any of the Work Product or other deliverables hereunder by City is held to constitute an infringement and the use of any of the same is enjoined, Contractor, at its expense, shall: ( a) secure for City the right to continue using the Work Product and other deliverables by suspension of any injunction, or by procuring a license or licenses for City; or ( b) modify the Work Product and other deliverables so that they become non -infringing while remaining in compliance with the requirements of this Agreement. Contractor's obligations under this Section shall survive the expiration or termination of this Agreement.
17. Data Security
A. As used in this Agreement, " City Data" means any and all information and data provided or made accessible, directly or indirectly, to Contractor by City, or otherwise acquired from City, in connection with Contractor's performance of the Services. Except where subject to a third party' s intellectual property rights, any and all City Data is solely owned by City. Contractor is granted a limited, non- exclusive, and revocable license to use City Data solely as necessary to perform the Services. At no time shall Contractor use City Data for its own purposes, or sell, disclose or disseminate City Data, except as required by law or to provide the Services. At all times herein, Contractor shall protect and maintain the security of City Data using methods providing not less than the level of security Contractor uses for its own confidential data, and that otherwise comply with recognized industry data security standards applicable to similar kinds of governmental data and information.
B. To the extent any City Data consists of personal information as defined in Consumer Privacy Act ( Civil Code Section 1798. 100 et seq.), Contractor shall comply with that statute and with Civil Code Section 1798. 82 including providing the required notifications in the event of any unauthorized access of personal information stored, maintained, accessed, used or transmitted by Contractor in connection with this Agreement. Notwithstanding the foregoing, Contractor shall within 24 hours notify the City Representative by telephone and in writing of any unauthorized access of City Data. Thereafter, Contractor shall render any assistance to City and law enforcement as necessary to ascertain the nature and extent of such unauthorized access.
C. Contractor shall not store City Data using cloud -based storage without City's prior, written consent, unless the use of such storage is clearly described in the Scope of Services.
Where permitted herein, any and all cloud -based storage shall be on servers and other hardware located within the continental United States, and shall be in compliance with ISO/ IEC 27001 - 27018, as applicable, unless otherwise agreed to in writing by the City Representative. 10 18. Party Representatives
A. Contractor hereby designates Paul Scarborough or their designee with written notice to City, as Contractor' s Representative for this Agreement, unless and until written notice of a new representative acceptable to City is provided to City.
B. City hereby designates the City Fire Chief or their designee, as the City Representative for this Agreement.
C. The foregoing representatives shall be authorized to provide consent where required herein, and to make other administrative decisions that will be binding on their respective party, except as otherwise specifically required herein.
19. Equal Opportunity
Consultant shall not discriminate against any subcontractor, employee, or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, sexual orientation, or age. Such non- discrimination includes, but is not limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, or termination.
20. Notices
A. Any notices, invoices, or other documents related to this Agreement shall be deemed received on: ( a) the day of delivery, if delivered by hand during the receiving party' s regular business hours or by e- mail before or during the receiving party' s regular business hours; b) on the second business day following deposit in the United States mail, certified mail with return receipt requested and postage prepaid, to the addresses listed below, or to such other addresses as the parties may, from time to time, designate in writing.
City of Brea
1 Civic Center Circle
Brea, CA 92821
Attn: Brea Fire Chief
With a copy sent to the Brea City
Clerk at the same address
Contractor
Emergency Ambulance Services, Inc.
3200 E. Birch Street, Suite A
Brea, CA 92821
Attn: Paul Scarborough
B. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.
21. Third Party Rights
Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than City and Contractor.
22. Conflicts of Interest
A. Contractor covenants that it presently has no interest, and shall not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services. Contractor certifies that no one who has or will have any financial interest under this Agreement is an officer or employee of City.
B. Contractor further covenants that, in the performance of this Agreement, no subcontractor or person having any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services shall be employed. 11 Contractor has provided City with a list of all City -approved subcontractors and the key personnel for such subcontractors that are retained or to be retained by Contractor in connection with the performance of the Services, to assist City in affirming compliance with this Section.
C. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. If required, Contractor further agrees to file, or shall cause its employees or subcontractors to file, a Statement of Economic Interest with the City Clerk as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to terminate this Agreement without liability. No director, official, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.
23. Severability
The unenforceability, invalidity or illegality of any provision( s) of this Agreement shall not render the provisions unenforceable, invalid or illegal.
24. Successors and Assigns
This Agreement shall be binding upon and shall inure to the benefit of the successors in interest, executors, administrators and assigns of the parties.
25. Attorneys' Fees
If either party commences any legal, administrative, or other action against the other party arising out of or in connection with this Agreement, the prevailing party in such action shall be entitled to have and recover from the losing party all of its attorneys' fees and other costs incurred in connection therewith.
26. Non -Waiver
None of the provisions of this Agreement shall be considered waived by either party, unless such waiver is specified in writing, and any such waiver shall be limited to that set of circumstances and not to any future circumstances unless another written waiver is executed.
27. Time of Essence
Time is of the essence in each and every provision of this Agreement.
28. Exhibits
The attached Exhibit A and Exhibit B are incorporated herein by reference. In the event of any conflict or inconsistency between the provisions of this Agreement and any Exhibit, the provisions of this Agreement shall govern.
29. Headings
Headings used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement.
30. Corporate Authority
A. Each person executing this Agreement on behalf of Contractor warrants that he or she is duly authorized to execute this Agreement on behalf of Contractor and that by his or her execution, Contractor is formally bound to the provisions of this Agreement. 12 B. Contractor certifies it is aware of the requirements of Sections 313 of the California Corporations Code. If Contractor is a corporate entity, it shall either: (a) provide City written proof that each person executing this Agreement on Contractor' s behalf is duly authorized to bind Contractor; or ( b) provide two signatories to this Agreement, of whom the first must be Contractor' s chairman of the board, president, or a vice president and the second must be Contractor' s secretary, an assistant secretary, its chief financial officer, or an assistant treasurer.
31. Entire Agreement
This Agreement ( including the attached Exhibits) represents the entire understanding of the parties as to the Services, and supersedes and cancels any prior or contemporaneous oral or written understanding, promises or representations with respect to those matters. Each party acknowledges that no representations, inducements, promises or agreements have been made by any person which are not incorporated herein, and that any other agreements shall be void.
This Agreement may not be modified or altered except in writing signed by both parties. This is an integrated Agreement.
SIGNATURES ON FOLLOWING PAGE]
13 TO EXECUTE THIS AGREEMENT, the Parties have caused their authorized representatives to sign below. Digital signatures are acceptable if they conform to all requirements of California Government Code Section 16. 5.
EMERGENCY AMBULANCE, INC.
By: Paul Scarborough ( Jan 16, 202516: 26 PST)
Paul Scarborough
President & CEO
paul@emergencyambulance. com
Date Signed: 01/ 16/ 25
If Corporation: Chairperson, President, or
Vice President
Pursuant to California Corporations Code Section 313, for a corporation both signature lines must be executed unless the signatory holds at least one of the offices designated on each line.]
CITY OF BREA
By: 14 111 In firl0~ 516, 20251710 PST)
Kristin Griffith
City Manager
Attest
AW
By: Lilllan Harris -Neal ( Jan 16, 202518:23 PST)
Lillian Harris -Neal
City Clerk
Approved as to form
14 j
By: Terence Boga ( Jan 16, 2 : 36 PST)
Terence R. Boga
City Attorney
EXHIBIT A
SCOPE OF SERVICES
Contractor shall provide non- exclusive, on- call Emergency Basic Life Support (" BLS") Ambulance Services on a need and necessity basis whenever the Brea Fire Department (" BFD") determines additional capacity is necessary respond to an unusual or unexpected need for ambulance service (" Surge Services"), inclusive of all labor, material, supplies, and equipment related to the provision of Surge ( collectively " Services"), subject to the terms and conditions of this Scope of Services and the Agreement.
City intends to retain two independent contractors to provide Surge Services; one to be on call as BFD' s primary backup (" Primary Backup) and another to be BFD' s secondary backup Secondary Backup") at times when the Primary Backup is unable to provide Surge Services.
Contractor has agreed to be BFD' s Primary Backup and acknowledges and agrees that City, in its sole and absolute discretion, may retain one or more other independent contractors to provide additional Surge Services. Contractor further agrees to cooperate and coordinate its Surge Services at City' s direction and in the best interest of the health and safety of the public, those of any other Surge Service providers retained by City.
General Requirements
A. Performance Expectations. Contractor shall perform all Services in accordance with both the letter and spirit of all requirements, conditions, specifications, expectations set forth in this Scope of Services and the Agreement. to the complete satisfaction of the BFD. All statements made and actions taken by Contractor in the execution of contractual obligations shall be done in a prudent, professional, and courteous manner that supports and/ or advances BFD' s Emergency Medical Service (" EMS") mission of optimizing patient outcome by providing superior quality patient care with proficiency and compassion.
B. Equality of Care. Contractor shall provide all Services without regard to the patient' s national origin, ethnicity, color, religion, sexual orientation, gender, age, insurance status, or ability/inability to pay. Any violation of this policy shall be deemed a breach and grounds for immediate termination of the Agreement. Contractor decision making, and conduct must always be guided by and reflect only the highest ethical standards, comport with the principles of fairness and equal justice, and demonstrate respect and dignity for all human beings.
C. Contract Performance Costs. Unless otherwise indicated in the Agreement or any Exhibit thereto, Contractor shall bear sole responsibility for all expenses necessary to its performance of the Services.
D. Contract Performance Standards. Contractor shall ensure that all facilities, properties, vehicles, material, and documents/ records used or available for use in the performance of the Services are in good condition, fully functional, and maintained in a clean, orderly, and organized manner as determined by the BFD.
E. Legal Compliance. Contractor shall ensure that its ambulance personnel have sufficient understanding of, and are at all times in compliance with, all applicable EMS -related laws ( federal, state, local), including: California Health & Safety Code, Division 2. 5; California Code of Regulations, Title 22, Division 9, Chapter 2; and California Vehicle Code.
F. Protocol Compliance. Contractor shall ensure that its ambulance personnel comply with all OCEMS and BFD protocols, including official rules, policies, procedures, standing orders, and guidelines, as well as Contractor' s internal protocols. Contractor, including any of its individual ambulance operators, shall immediately bring to the attention of BFD any protocol that appears to conflict with any other protocol.
Exhibit A, Page 1
G. Inter -Agency Communications. Contractor shall designate one person as its official liaison to BFD, which liaison shall serve as its primary contact and interface with BFD, and whose office shall be in Orange County and as near to Brea as practical.
H. 911 Call for Service/ Referral. Contractor shall immediately refer to City all incoming calls for 911- Fire/ EMS emergency ambulance service that are made by any person within the City's boundaries to a Contractor' s ambulance dispatch center or business office.
I. Field Supervisor. Contractor shall maintain a designated Field Supervisor, who must be qualified and capable of implementing and operating within the Incident Command System including the Orange County Multi -Casualty Incident (" MCI") Response Plan and all other Orange County Emergency Medical Services (" OCEMS") protocols. A designated Field Supervisor must be available 24 hours a day and must be stationed within Brea or at another location within Orange County and as close to Brea as practical, who is immediately available to BFD personnel by mobile phone and/ or 800 MHz radio. The Field Supervisor shall be able to arrive at any incident within 20 minutes of being requested by City.
J. Electronic Patient Care Reporting. Contractor shall be capable of accepting the transmission of electronic patient care records (" EPCR") via OCEMS' OC - MEDS EPCR application. Contractor shall provide a 24/ 7 wireless data connection for the transfer of patient care information between its field personnel and remote OC -MEDS users.
K. Pilot Programs/ Research Projects. Contractor shall participate in all OCEMSapproved pilot programs or research projects, when requested to do so by BFD. Contractor agrees that their participation shall entail no additional cost to the City. Contractor further agrees that services provided under pilot programs or research projects shall be in addition to the other services described herein.
2. Surge Services
A. Surge Services. Contractor shall provide at least one ambulance staff by at least two ( 2) EMTs capable of providing BLS care on -demand when required by City. Contractor and City shall meet and confer to develop a written surge plan that identifies any additional requirements to meet City's service needs.
B. Incident Command & Patient Authority. BFD personnel, which shall be BFD Firefighter/ Paramedics if on scene, shall be responsible for patient care and have authority to make assessment, treatment, and/ or transport decisions. Contractor' s EMTs shall comply with the direction of the BFD Captain/ Incident Commander or Firefighter/ Paramedics in charge of a patient and/ or incident. Contractor' s EMTs shall provide support to and act in a manner consistent with, BFD efforts. Contractor' s EMTs shall respond to the directions of BFD personnel in a positive and affirmative manner.
C. External Medical Quality Control
L Contractor acknowledges that the OCEMS Medical Director, or his or her designee( s), has both the authority and responsibility to routinely establish and monitor private, emergency ambulance system performance, including: ambulance equipment standard; medical protocols; personnel standards; training standards; medical dispatch procedures; first responder practices and training; medical control; and to effect corrective and disciplinary action as necessary.
ii. Contractor shall fully comply with all applicable federal, state, and local laws, rules, and regulations. And local medical standards, protocols, and rules and regulations applicable to the provision of private, emergency BLS ambulance transportation, including those established by OCEMS. Contractor shall at all times during the term of this Agreement fully Exhibit A, Page 2
cooperate with the OCEMS Program Manager and the OCEMS Medical Director in the monitoring, regulation, management, oversight, and administration of the County EMS system.
D. OCEMS ePCR Compliant. Contractor shall be capable of accepting the transmission of electronic patient care records via OCEMS' OC -MEDS ePCR application.
Contractor shall provide a 24/ 7 wireless data connection for the transfer of patient care information between field personnel and remote OC -MEDS users.
E. Standby Services. Contractor shall immediately provide, free of charge and without a standby or similar fee, the closest BLS ambulance for standby at incidents with the potential for a medical response or for firefighter, police officer, marine safety officer, or other City employee' s safety, when requested by City.
3. Disaster Assistance
A. Contractor' s supervisory personnel shall provide BFD proof they have completed incident command training, hazardous materials training, and supervisory training in cooperation with City.
B. City shall coordinate any disaster response. Contractor shall actively participate City' s direction in planning for and responding to any declared disaster. Upon notification of a disaster by City, Contractor shall immediately commit any and all available resources to such efforts and assist City in accordance with applicable disaster plans and protocols in the locality where the disaster has occurred.
C. City may temporarily suspend strict application of the performance requirements set forth in the Agreement during a federal, state, or locally declared disaster or emergency.
4. Ambulances
A. Vehicle Specifications. At no cost to City, all ambulances Contractor uses to service the City (" Surge Units") shall be equipped with an on -board 800 MHz radio. The radio shall have a frequency load that is compatible with the Metro Cities Fire Authority Communications Center. If such radios are unable to also communicate with all BFD fire apparatus, Contractor shall, at its sole expense, separately equip each ambulance with a radio that is capable of such communication.
B. Vehicle Support and Maintenance. All ambulances provided by Contractor under the Agreement shall be supported and maintained as follows:
i. Medical Equipment & Supplies Inventory. Contractor shall ensure that the medical equipment and supplies inventory of all ambulances complies with OCEMS required inventory policies.
ii. Standardized Inventory. Contractor shall ensure that its EMS equipment and supplies are the same as or compatible with EMS equipment and supplies used by BFD. iii. Ambulance Supplies Restock System. Contractor shall ensure that Surge Units are equipped and supplied with the minimum required inventory at all times. iv. Decontamination. Decontamination of Surge Units must be done within the boundaries of the City unless otherwise approved by the BFD' s On -duty Battalion Chief due to extraordinary circumstances.
Exhibit A, Page 3
5. Data Reporting
A. On a quarterly basis, Contractor shall prepare and submit to BFD a data report Quarterly Report") that includes, but shall not necessarily be limited to, the following information regarding each incident or call for service in the City:
Date
Incident Number
Ambulance Unit Number
Alarm Time
En Route Time
On Scene Time
Scene Departure Time
At Destination Time
Available Time
B. Contractor shall include such additional information as BFD may request from time to time.
G. Staffing Requirements
A. Credentials Tracking $ Renewal. Contractor shall ensure that the credentials of all of its EMTs— including state EMT certification and OCEMS accreditation— are maintained and renewed in a timely manner. Use of EMTs with expired or lapsed credentials to provide the Services shall be deemed a major breach and grounds for immediate contract termination.
B. OCEMS Protocols Contractor must ensure that all EMTs are sufficiently knowledgeable and follow all OCEMS Protocols.
7. Health Insurance Portability and Accountability Act ( HIPAA) Contractor shall implement a comprehensive plan appropriate policies and procedures for compliance with the Health Insurance Portability and Accountability Act of 1996 and the latest rules and regulations enacted by the Department of Health and Human Services ( collectively HIPAK). Contractor is responsible for all aspects of its HIPAA compliance, including protecting the confidentiality of patient information, and the cost of such compliance. Contractor shall immediately report to City and OCEMSA any violations or possible violations of HIPAA rules and regulations along with Contractor's actions to mitigate the effect of such violations.
8. Audits and Inspections
A. Business Office( s). At any time during normal business hours, and as often as may be deemed reasonably necessary by City, City may observe and inspect Contractor' s business office or offices, and Contractor must make promptly available to City for its examination, all Contractor records that pertain to its performance of the Agreement. City may audit, examine, and copy any and all records that pertain to the performance of this Agreement, including personnel records, daily logs, conditions of employment, financial/ billing records, and all other records or data. City' s right to inspect Contractor' s business office and any and all records pertaining to its performance of the Agreement will be restricted to normal business hours and reasonable notice shall be given to Contractor in advance of such inspection.
B. Facilities/Vehicles. City may, at any time and without prior notice, observe and inspect Contractor' s vehicles, ambulance dispatch center, maintenance facilities, personnel, and/ or any ambulance posting location( s). City employees may be assigned to ride as observers on any Contractor vehicle at any time provided, however, that in exercising this right to inspect and observe, City Employees shall conduct themselves in a professional and courteous manner and shall not interfere in any way with either Contractor' s employees in the performance of their duties or Contractor' s employer- employee relationships.
Exhibit A, Page 4
9. Complaints
Contractor shall immediately notify City in writing of any complaints, inquiries, or investigations initiated by EMSA, and/or any other federal, state, or local regulatory agency regarding Contractor' s service delivery; service quality, billing practices; medical training and/ or care; and personnel. Nothing in this Agreement shall be construed as superseding the authority of any other duly empowered regulatory agency from separately and/ or concurrently exercising its authority to provide regulatory oversight and to take action to ensure that Contractor' s private, emergency ambulance response services are administered according to law.
10. Billing, Audit and Access to Records
A. Billing Services Not Included Billing and collection are not included in the Services. All billing for patient transport shall be handled by City. Contractor shall not directly bill any patient for Services provided under the Agreement, but shall provide City with all records City deems necessary or convenient to City's billing operations.
B. Public Safeguards and Emergency Takeover. In the event of termination, Contractor shall fully cooperate with and shall immediately assist City and the successor ambulance service operator to effectuate an immediate, efficient, orderly takeover of all 911- Fire/ EMS Emergency Ambulance Transportation and Related Services within City's boundaries so as to ensure that there will be no service interruption to the public.
11. Transition Services
A. In the event of termination or expiration of the Agreement, Contractor shall continue providing the Services until a successor ambulance service operator is approved to take over the Services from Contractor if requested to do so by City. Contractor' s performance of the Services during this transition period shall be subject to the same terms and conditions that were applicable during the term of the Agreement. During this transition period, Contractor shall fully cooperate with, and immediately assist City and its approved successor ambulance service operator( s) to ensure there is no interruption in provision of the Services to the public.
B. Contractor may take reasonable steps to prepare for transitioning services to City's approved successor ambulance service operator(s), and City shall not unreasonably withhold its approval of any Contractor request to begin an orderly transition process, including relocating Contractor' s personal and reducing Contractor' s inventory or supplies, so long as such actions are approved in advance by the Fire Chief and would not impair or impede Contractor' s ability to perform Services during the transition period.
Exhibit A, Page 5
THIS PAGE LEFT INTENTIONALLY BLANK].
Exhibit A, Page 6
EXHIBIT B
RATES & REIMBURSEMENTS
In consideration of the Services provided by Contractor under the Agreement, City shall pay Contractor a flat monthly rate of Seven Thousand Dollars ($6, 500. 00) per month the first six ( 6) months of the Term. No later than thirty ( 30) days before the end of the initial six ( 6) months of the Term to discuss possible changes to the manner or amount of Contractor' s compensation in the event the Term is extended.
Exhibit B, Page 1
CITYof BREA
City Council Regular Meeting
Communication
July 15, 2025
Item No. 4I.
Monthly Report of Investments for the City of Brea for Period Ended June 30, 2025
TO PREPARED BY
Honorable Mayor and City Council Members Faith Madrazo, Financial Services Manager, Revenue
DEPARTMENT HEAD APPROVAL CITY MANAGER APPROVAL
Monica Lo, Administrative Services Director Kristin Griffith, City Manager
RECOMMENDATION
Staff Recommends that the City Council take the following action.
1. Receive and file the Monthly Report of Investments.
BACKGROUND/DISCUSSION
The Monthly Report of Investments is prepared in accordance with Government Code Sections (GCS) 41004 and 53607 and contains information on the City's investment activities for the month of June. Cash for day-to-day activities is deposited in the demand and interest-bearing checking accounts. The Local Agency Investment Fund (LAIF) is used for short-term investments and functions like a savings account. In addition, on June 6, 2023, with the recommendation of the Investment Advisory Committee, the City Council authorized the use of Treasury Bills and other short-term investments (City Liquidity account) as a LAIF alternative. The City’s investment portfolio is for long-term investments and is managed through Chandler Asset Management (Chandler). Together, the short and long-term investment accounts represent the City’s investment portfolio.
Attachment A includes an Investment Information Summary and Monthly Account Statement prepared by Chandler.
The book value represents the cost of investments, plus or minus amortization/accretion. As of June 30, 2025, the total market value of the managed investment portfolio, including accrued interest, was $97,384,453 as compared to $96,607,987 at May 31, 2025. The weighted average investment yield for June 30, 2025 was 3.75%, which was slightly higher than the prior month. The City’s Local Agency Investment Fund (LAIF) had a total market value, including accrued interest of $29,381,671 at June 30, 2025. Also, the balance of the City's Liquidity account at June 30, 2025 was $3,362, which brings the total value of the City’s investment portfolio as of June 30, 2025 to $126,769,486 as compared to the balance of $125,385,649 at May 31, 2025.
The City has restricted cash and investments held in the post-employment benefits trust accounts for both Pension and Other Post Employment Benefits (OPEB) administered by PARS (PARS accounts), which are managed by PFM Asset Management (PFM) and the City's various bond reserve accounts which are managed by Chandler.
Attachment A includes monthly statements from US Bank for the PARS accounts, as well as a portfolio report from Chandler for each bond reserve account that is invested. As of June 30, 2025, the market value of the PARS pension account, including short-term cash and accrued interest was $12,981,547 as compared to $12,564,271 from the prior month. The OPEB account had a market value of $467,334 as compared to $453,662 from the prior month. All other restricted cash investments (bond reserve accounts), including short-term cash and accrued interest, was $705,691 in comparison to $707,353 from the prior month.
Pursuant to the City's investment policy, with the exception of LAIF, direct time certificates of deposit and money market mutual funds, all City investments are held by third-party custodians. The Bank of New York Mellon Trust Company, N.A. (BNY) holds accounts managed by Chandler and US Bank holds the PARS accounts managed by PFM which acts as an agent of the City. All securities are held in the name of the City of Brea. The City of Brea has sufficient cash flow to meet its expected expenditures for the next six months.
FISCAL IMPACT/SUMMARY
During the month of June, the City’s managed portfolio increased by $1,383,837. This growth was primarily driven by a $500,000 insurance refund and a $883,837 gain in the portfolio resulting from favorable market rate conditions. Additionally, the City’s PARS accounts experienced an increase of $430,948, also attributable to positive market performance.
Attachments
Attachmet A - City - June 2025.pdf
City of Brea
Cash and Investment Information
Book Market
Value Value*
Demand and Interest-Bearing Checking Accounts Citizen's Bank $ 4,100,282.85 $ 4,100,282.85 Local Agency Investment Fund LAIF $ 29,104,827.74 $ 29,381,670.58 Managed Investment Portfolio - CHANDLER Chandler/BNY $ 96,304,754.95 $ 97,384,452.87 Liquidity Account - CHANDLER Chandler/BNY $ 3,361.79 $ 3,361.79 PARS Post-Employment Benefits Trust - Pension** PFM/US Bank $ 12,106,627.65 $ 12,981,546.83 PARS Post-Employment Benefits Trust - OPEB** PFM/US Bank $ 450,775.60 $ 467,333.90 Fiscal Agent Cash & Investments**
2017 Brea Plaza Public Improvements CFD Bonds (CFD 2008-2) Chandler/BNY $ 704,575.77 $ 705,595.79 2019 Olinda Ranch Public Improvements CFD Bonds (CFD 1997-1) Chandler/BNY $ 44.50 $ 44.50 2019 Water Revenue Bonds Chandler/BNY $ 13.39 $ 13.39
2020 Water Revenue Refunding Bonds Chandler/BNY $ 5.27 $ 5.27 Sub-total - Fiscal Agent Cash & Investments $ 704,671.18 $ 705,691.20 Report Grand Total $ 142,775,301.76 $ 145,024,340.02
* Includes accrued interest on invested funds
** Reserve Fund
June 30, 2025
ATTACHMENT A Page 1 of 197
City of Brea
Cash and Investment Information
Fiscal Agent Cash & Investments Detail
10600 2017 Brea Plaza Public Improvements CFD Bonds (CFD 2008-2) - CHANDLER $ 679,062.87 $ 680,082.89 Short-Term Treasury Funds - BNY $ 25,512.90 $ 25,512.90 Sub-total $ 704,575.77 $ 705,595.79
2019 Olinda Ranch Public Improvements Bonds (CFD 1997-1) - CHANDLER $ - $ - Short-Term Treasury Funds - BNY $ 44.50 $ 44.50
Sub-total $ 44.50 $ 44.50
2019 Water Revenue Bonds - CHANDLER $ - $ -
Short-Term Treasury Funds - BNY $ 13.39 $ 13.39
Sub-total $ 13.39 $ 13.39
2020 Water Revenue Refunding Bonds - CHANDLER $ - $ -
Short-Term Treasury Funds - BNY $ 5.27 $ 5.27
Sub-total $ 5.27 $ 5.27
Report Grand Total $ 704,671.18 $ 705,691.20
Book
Value
Market
Value
June 30, 2025
ATTACHMENT A Page 2 of 197
MONTHLY ACCOUNT STATEMENT
City of Brea LAIF | Account #10164 | As of June 30, 2025 CHANDLER ASSET MANAGEMENT | chandlerasset.com
Information contained herein is confidential. We urge you to compare this statement to the one you receive from your qualified custodian. Please see Important Disclosures at the end of the statement.
Chandler Team:
For questions about your account, please call (800) 317-4747, or contact [email protected]
Custodian:
ATTACHMENT A