COUNTY OF RIVERSIDE
AMENDMENT NO. 1 TO THE LICENSING SOLUTION PROVIDER AGREEMENT WITH
Software One, Inc.
Original Contract Term: 11/01/2019 through 10/31/2021
Original Contract ID: PSA-0001530
Effective Date of Amendment: 04/01/2020
Original Annual Maximum Contract Amount: SO
Amended Annual Maximum Contract Amount:
This AMENDMENT NO. 1 TO THE LICENSING SOLUTION PROVIDER AGREEMENT with Sofiware One, Inc. ("First Amendment"), dated as of 01 April 2020, is entered into by and between the County of Riverside ("COUNTY"), a political subdivision of the State of California, and Software One, Inc. ("CONTRACTOR"), a Wisconsin corporation, sometimes collectively referred to as the "Parties".
RECITALS
WHEREAS, COUNTY and Microsoft Corporation (Microsoft") have entered into that certain Microsoft Enterprise Agreement (Master Agreement No. 8084445; the "Master Agreement"), effective August 23, 2019, under which COUNTY has the ability to enter into one or more enrollments to order certain Microsoft product licenses;
WHEREAS, CONTRACTOR and COUNTY entered into the aforementioned Licensing Solution Provider Agreement Number PSA-0001530 (the "Agreement") to provide support services to COUNTY and its Enrolled Affiliates (as defined in the Master Agreement) for said licenses; and WHEREAS, COUNTY and CONTRACTOR now desire to amend the Agreement for the first time to extend the period of performance of the Agreement.
NOW, THEREFORE, for good and valuable consideration the receipt and adequacy of which is hereby acknowledged, the Parties agree as follows:
1. The above recitals are true and correct, and are incorporated herein by reference.
2. Section 4 of the Agreement is hereby deleted in its entirety and replaced with the following:
"This Agreement shall be effective from November 1, 2019 through October 31, 2024, unless terminated earlier (the "Term")."
3. Section 9 of the Agreement is hereby deleted in its entirety and replaced with the following:
"Usage Reporting: CONTRACTOR will provide to COUNTY the Licensed Support Provider (LSP) Reporting of Active Enrollments to Master Microsoft Enterprise Agreement No. 8084445, Select Plus Agreement No. 7756479, Microsoft Premier, Unified, and MCS Support services, showing a list of enrollments by December 15th of each year. Forms shall be submitted electronically to [email protected]. A copy of the form is attached hereto as Exhibit D and incorporated herein by reference."
4. Capitalized Terms/Amendment to Prevail. Unless defined herein or the context requires otherwise, all capitalized terms herein shall have the meaning defined in the Agreement, as heretofore BOS agenda #3.16 Approved 22 October 2019
Form #116-311 Revision Date: 01/13/2016
RCIT 3450 14' Street, Riverside, CA 92501
COUNTY OF RIVERSIDE
AMENDMENT NO. 1 TO THE LICENSING SOLUTION PROVIDER AGREEMENT WITH
Soltware One, Inc.
amended. The provisions of this First Amendment shall prevail over any inconsistency or conflicting provisions of the Agreement, as heretofore amended, and shall supplement the remaining provisions thereof.
Miscellaneous. Except as amended or modified herein, all the terms of the Agreement shall remain in full force and effect and shall apply with the same force and effect. Time is of the essence in this First Amendment and the Agreement and cach and all of their respective provisions. Subject to the provisions of the Agreement as to assignment, the agreements, conditions and provisions herein contained shall apply to and bind the heirs, executors. administrators, successors and assigns of the parties hereto. If any provisions of this First Amendment or the Agreement shall be determined to be illegal or unenforceable, such determination shall not affect any other provision of the Agreement and all such other provisions shall remain in full force and effect. The language in all parts of the Agreement shall be construed according to its normal and usual meaning and not strictly for or against cither COUNTY or CONTRACTOR.
6. Effective Date. This First Amendment shall not be binding or consummated until its approval by the Riverside County Board of Supervisors and fully executed by the Parties.
IN WITNESS WHEREOF, the Parties hereto have caused their duly authorized representatives to execute this First Amendment.
COUNTY OF RIVERSIDE, a political Software Onc, Inc., a Wisconsin corporation subdivision the State of California
By: By: d: L
Richard R. Hai Margarita Apodaca
Senior Procurement Contract Specialist Operations Analyst Dated: 4/28/2020 F21 2080
Dated:
APPROVED AS TO FORM:
Gregory P. Priamos
County Counsel
Dh
usanna Oh
Deputy County Counsel
BOS agenda #/3.16 Approved 22 Oclober 2019
Form #116-311 Revision Dale: 01/13/2016
RCIT 3450 14" Sticet, Riverside, CA 92501
Licensing Solution Provider Agreement Number PSA-0001530 This Licensing Solution Provider Agreement is made and entered into this 22nd day of October 2019, by and between Software One, Inc., a Wisconsin corporation ("CONTRACTOR"), and the COUNTY OF RIVERSIDE, a political subdivision of the State of California, ("COUNTY").
WHEREAS, COUNTY and Microsoft Corporation ("Microsoft") have entered into that certain Microsoft Enterprise Agreement (Master Agreement No. 8084445; the "Master Agreement"), effective August 23, 2019, under which COUNTY has the ability to enter into one or more enrollments to order certain Microsoft product licenses;
WHEREAS, CONTRACTOR desires to provide support to COUNTY and its Enrolled Affiliates (as defined in the Master Agreement) for said licenses under this Agreement and hereby represents that it has the skills, experience, and knowledge necessary to perform under this Agreement; and WHEREAS, COUNTY desires to accept CONTRACTOR's services under this Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties agree as follows:
This Agreement covers all enrollments for all products licensed under the Master Agreement. All terms and conditions of the Master Agreement, attached as Exhibit E of this Agreement and incorporated by reference, shall apply to the purchase of related products and services.
2. This Agreement is available for use by all government entities within the State of California (an "Enrolled Affiliate") for the duration of the Term (defined below in section 4). Enrollment documents will contain the terms and conditions specific to each entity.
3. CONTRACTOR agrees to extend the same pricing, terms, and conditions as stated in this agreement to each and every government entity in the State of California. Terms and conditions are governed by this Agreement, the Master Agreement, and the applicable enrollment documents for each entity. Entities shall make purchases in their own name, make direct payment to CONTRACTOR, and be liable directly to CONTRACTOR for all obligations.
3.1 COUNTY shall in no way be responsible to CONTRACTOR for Enrolled Affiliates' purchases and obligations. COUNTY shall in no way be responsible to other entities for their purchases or any acts or omissions of CONTRACTOR, including but not limited to product selection or implementation, services or other related matters.
3.2 CONTRACTOR shall notify Enrolled Affiliate in writing of the terms and conditions stated in Section 11.
4. This Agreement shall be effective from November 1, 2019 through October 31, 2021, unless terminated earlier (the "Term").
Hold Harmless/Indemnification:
5.1 CONTRACTOR shall indemnify and hold harmless the County of Riverside, its Agencies, Districts, Special Districts and Departments, their respective directors, officers, Board of Supervisors, elected and appointed officials, employees, agents and representatives (individually and collectively hereinafter referred to as Indemnitees) from any liability, action, claim or damage whatsoever, based or asserted upon any services, or acts or omissions, of CONTRACTOR, its
OCT 2 2 2019 314
Licensing Solution Provider Agreement Number PSA-0001530 officers, employees, subcontractors, agents or representatives arising out of or in any way relating to this Agreement, including but not limited to property damage, bodily injury, or death or any other element of any kind or nature. CONTRACTOR shall defend the Indemnitees at its sole expense including all costs and fees (including, but not limited, to attorney fees, cost of investigation, defense and settlements or awards) in any claim or action based upon such acts, omissions or services.
5.2 With respect to any action or claim subject to indemnification herein by CONTRACTOR, CONTRACTOR shall, at their sole cost, have the right to use counsel of their own choice and shall have the right to adjust, settle, or compromise any such action or claim without the prior consent of COUNTY; provided, however, that any such adjustment, settlement or compromise in no manner whatsoever limits or circumscribes CONTRACTOR indemnification to Indemnitees as set forth herein.
5.3 CONTRACTOR'S obligation hereunder shall be satisfied when CONTRACTOR has provided to COUNTY the appropriate form of dismissal relieving COUNTY from any liability for the action or claim involved.
6. Contractor Responsibilities: CONTRACTOR will offer the following services to each Enrolled Affiliate at no additional charge. It is the responsibility of the Enrolled Affiliate to determine which products and/or services, if any, meet their needs and communicate that to the CONTRACTOR.
6.1 Provide reports showing year to date annual spend according to Enrolled Affiliate's specifications.
Frequency will be determined by each Enrolled Affiliate (monthly, quarterly, etc.).
6.2 Provide a short synopsis of why an amendment is needed and the ramification of each amendment to an enrollment at the time of such amendment.
6.3 Provide an updated price list on an annual basis or when requested by Enrolled Affiliate.
7. CONTRACTOR's Microsoft Enterprise Agreement license subscription price attached hereto as Exhibit A and service rates attached hereto as Exhibit B.
8. CONTRACTOR's Microsoft Enterprise Agreement Participation Form attached hereto as Exhibit C and incorporated herein by reference.
9. Usage Reporting: CONTRACTOR will provide to COUNTY the Licensed Support Provider (LSP) Reporting of Active Enrollments to Master Microsoft Enterprise Agreement No. 8084445, Select Plus Agreement No. 7756479, Microsoft Premier, Unified, and MCS Support services, showing a list of enrollments by February 15th of each year. Forms shall be submitted electronically to [email protected]. A copy of the form is attached hereto as Exhibit D and incorporated herein by reference.
10. Administrative fees: CONTRACTOR will be charged .5% of the annual enrollment amount to leverage the Riverside County Master Microsoft Agreement No. 8084445, Select Plus Agreement No. 7756479, Microsoft Premier, Unified, and MCS Support services. This will be an annual fee, per enrollment inclusive of Affiliates Shadow Enrollments. Example: A three-year aggregated agreement with a contract amount of $300K, divisible by three years will result in an LSP Participation Fee of $500 annually (100K*.5%). RCIT will invoice the Awarded LSP annually based on the enrollments verified from the
Licensing Solution Provider Agreement Number PSA-0001530 "Reporting of Active Enrollments" list submitted by December 15th of each year. Payment is due to Riverside County Information Technology thirty (30) days from invoice date.
10.1 Riverside County Information Technology (RCIT) will invoice the CONTRACTOR annually based on the enrollments verified. Payment is due to RCIT within thirty (30) days of invoice date.
The COUNTY will not accept credit as a form of payment.
10.2 Failure to meet the administrative fee requirements herein and submit fees on a timely basis may constitute grounds for immediate termination of this Agreement.
11. Contract Management: The contacts for this Agreement for COUNTY shall be both RCIT and Purchasing as listed below.
COUNTY Primary Contact: COUNTY Secondary Contact:
Jim Smith Rick Hai
3450 14th Street 2980 Washington Street
Riverside, CA 92501 Riverside, CA 92504
CONTRACTOR contact:
Shelly Bodine
20875 Crossroads Circle, Suite 1
Waukesha, WI 53186
11.1 Should Contract Management contact information change, the CONTRACTOR shall provide written notice with the updated information to the COUNTY no later than 10 business days after the change.
12. Termination:
12.1 COUNTY may terminate this Agreement without cause upon thirty (30) days written notice served upon the CONTRACTOR stating the extent and effective date of termination.
12.2 COUNTY may, upon five (5) days written notice terminate this Agreement for CONTRACTOR's default, if CONTRACTOR refuses or fails to comply with the terms of this Agreement or fails to make progress that may endanger performance and does not immediately cure such failure. In the event of such termination, the COUNTY may proceed with the work in any manner deemed proper by COUNTY.
12.3 CONTRACTOR's rights under this Agreement shall terminate (except for fees accrued prior to the date of termination) upon dishonesty or a willful or material breach of this Agreement by CONTRACTOR; or in the event of CONTRACTOR's unwillingness or inability for any reason whatsoever to perform the terms of this Agreement.
13. Conduct of Contractor:
13.1 The CONTRACTOR covenants that it presently has no interest, including, but not limited to, other projects or contracts, and shall not acquire any such interest, direct or indirect, which would conflict in any manner or degree with CONTRACTOR's performance under this Agreement. The CONTRACTOR further covenants that no person or subcontractor having any such interest shall be employed or retained by CONTRACTOR under this Agreement. The CONTRACTOR agrees
Licensing Solution Provider Agreement Number PSA-0001530 to inform the COUNTY of all the CONTRACTOR's interests, if any, which are or may be perceived as incompatible with the COUNTY's interests.
13.2 The CONTRACTOR shall not, under circumstances which could be interpreted as an attempt to influence the recipient in the conduct of his/her duties, accept any gratuity or special favor from individuals or firms with whom the CONTRACTOR is doing business or proposing to do business, in accomplishing the work under this Agreement.
13.3 The CONTRACTOR or its employees shall not offer gifts, gratuity, favors, and entertainment directly or indirectly to COUNTY employees.
13.4 CONTRACTOR shall establish adequate procedures for self-monitoring and quality control and assurance to ensure proper performance under this Agreement; and shall permit a COUNTY representative or other regulatory official to monitor, assess, or evaluate CONTRACTOR's performance under this Agreement at any time, upon reasonable notice to the CONTRACTOR.
14. Independent Contractor/Employment Eligibility/Non-Discrimination:
14.1 The CONTRACTOR is, for purposes relating to this Agreement, an independent contractor and shall not be deemed an employee of the COUNTY. It is expressly understood and agreed that the CONTRACTOR (including its employees, agents, and subcontractors) shall in no event be entitled to any benefits to which COUNTY employees are entitled, including but not limited to overtime, any retirement benefits, worker's compensation benefits, and injury leave or other leave benefits.
There shall be no employer-employee relationship between the parties; and CONTRACTOR shall hold COUNTY harmless from any and all claims that may be made against COUNTY based upon any contention by a third party that an employer-employee relationship exists by reason of this Agreement. It is further understood and agreed by the parties that CONTRACTOR in the performance of this Agreement is subject to the control or direction of COUNTY merely as to the results to be accomplished and not as to the means and methods for accomplishing the results.
14.2 CONTRACTOR warrants that it shall make its best effort to fully comply with all federal and state statutes and regulations regarding the employment of aliens and others and to ensure that employees performing work under this Agreement meet the citizenship or alien status requirement set forth in federal statutes and regulations. CONTRACTOR shall obtain, from all employees performing work hereunder, all verification and other documentation of employment eligibility status required by federal or state statutes and regulations including, but not limited to, the Immigration Reform and Control Act of 1986, 8 U.S.C. §1324 et seq., as they currently exist and as they may be hereafter amended. CONTRACTOR shall retain all such documentation for all covered employees, for the period prescribed by the law.
14.3 CONTRACTOR shall not discriminate in the provision of services, allocation of benefits, accommodation in facilities, or employment of personnel on the basis of ethnic group identification, race, religious creed, color, national origin, ancestry, physical handicap, medical condition, marital status or sex in the performance of this Agreement; and, to the extent they shall be found to be applicable hereto, shall comply with the provisions of the California Fair Employment and Housing Act (Gov. Code 12900 et. seg), the Federal Civil Rights Act of 1964
Licensing Solution Provider Agreement Number PSA-0001530 (P.L. 88-352), the Americans with Disabilities Act of 1990(42 U.S.C. S1210 et seq.) and all other applicable laws or regulations.
15. Entire Agreement: This Agreement, including any attachments or exhibits, constitutes the entire agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous representations, proposals, discussions and communications, whether oral or in writing. This Agreement may be changed or modified only by a written amendment signed by authorized representatives of both parties.
IN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute this Agreement.
COUNTY OF RIVERSIDE, a political Software One, Inc., a Wisconsin corporation subdivision of the State of California
By: By. Morganita ( pudaca
Kevin Jeffries, Chairman Margarita Apodaca
Board of Supervisors Operations Analyst
OCT 2 2 2019
Dated: Dated: 10/16/2019
ATTEST:
Kecia Harper By Laura Zuys c
Clerk of the Board Laura Reyes
Account Team Manager
Deputy Dated: 10/16/2019
APPROVED AS TO FORM:
Gregory P. Priamos
County Counsel
By: 4
Susanna Oh, Deputy County Counsel
OCT 22 2019 3 1L
Licensing Solution Provider Agreement Number PSA-0001530 Exhibit A
Microsoft Enterprise license subscription and services
Line Description Price Level Markup %
Enterprise Online Services** (including Full USLs, From SA USLs, 1 Add-ons and Step Ups) M365 E3 and E5, Enterprise Mobility + Level D Security E3 and E5, Office 365 Enterprise E1 or E3, Windows 10 Minus 2% 2.10 Enterprise E3 or E5.
2 Enterprise Products Office 365 Pro Plus, Windows 10 Enterprise, Core CAL Suite, Enterprise CAL Suite. Level D 2.10
Additional Products M365 F1, M365 E5 Compliance, M365 E5 3 Security, Office 365 Enterprise F1, Project Online, Visio Online Plan Level D
2.10 1 or Plan 2, Dynamics 365, Azure, SQL Server, Windows Server, etc.
Server and Tools Product (applies to Server and Cloud Enrollments 4 only) SharePoint Server, SQL Server, BizTalk Server, Visual Studio, Level D 2.10 Core Infrastructure Suites, etc.
5 All products for Select Plus Agreement No.7756479.
3.50 6 Microsoft Premier Support 2.10
7 Microsoft Unified Support Services
2.10 8 Microsoft Consulting Services 20.00
Licensing Solution Provider Agreement Number PSA-0001530 Exhibit B
License Support Provider (LSP) service rates
Certified
Line Description Competency Hourly Rate
(Yes/No)
Data and Artificial Intelligent
Build Intelligent Apps Yes $175
Build Intelligent Agents Yes $175
Machine Learning Yes $175
Internet of Things Yes $175
Globally distributed data Yes $175
6 OSS Databases Yes $175
7 Cloud Scale Analytics Yes $175
8 Data Platform Modernization to Azure Yes $175
9 Windows Server on Azure Yes $175
10 Security & Management Yes $175
11 Datacenter Migration Yes $175
12 Modern Business Intelligence Yes $175
Biz Apps
1 Customer Service No $175
Field Service No $175
Marketing No $175
Talent No $175
5 Finance and Operations No
$175
Business Central No $175
7 Power Apps Yes
$175
8 Power BI Yes $175
Apps and Infrastructure
Azure Stack Yes $175
2 High Performance Compute Yes $175
3 Cloud Native Apps using Serverless Yes $175
Modernize Apps Yes $175
5 SAP on Azure Yes $175
6 Linux on Azure Yes $175
Dev Ops Yes $175
Business Continuity & Disaster Recovery Yes $175
9 Windows Server on Azure Yes $175
10 Security & Management Yes $175
11 Datacenter Migration Yes $175
Licensing Solution Provider Agreement Number PSA-0001530 Exhibit B (cont.)
License Support Provider (LSP) service rates
Certified
Line Description Competency Hourly Rate
(Yes/No)
Modern Workplace
User Adoption & Change Management $175
Security $175
GDPR & Compliance $175
4 Teamwork $175
Calling & Meetings $175
Modern Desktop $175
7 Office 365 Migration Assistance $175
7a Mail $175
7b Teams $175
7c SharePoint $175
7d OneDrive $175
Licensing Solution Provider Agreement Number PSA-0001530 Exhibit C
Microsoft LSP Participation Form
DAVE ROGERS JENNIFER HILBER. ACIO
Assistant Chief Executive Officer Enterprise Applications Bureau Chief Information Officer GUSTAVO VAZQUEZ, ACTO
ACIT
AM SMITH PubliCatered Come minion Bureau
Chief Technology Officer GIL. MEJIA. ACIO
TechnologyServicesBureau
Microsoft LSP Participation Form
(RFQ #RIVCO-2020-RFQ-0000048 Attachment 3)
Complete this form and return to: Payment should be made to:
Riverside County Information Technology
Attention: Rick Hai 3450 14th Street, Fourth Floor
E-mail: RHai(@rivco.org Riverside, CA 92501
County of Riverside TIN #: 95-6000930
Company Name: Software One. Ine.
Name: Shelly Bodine Title: SLED General Manager
Address: 20875 Crossroads Cir. STE 1
City: Waukesha. WI Zip Code: 53186_ Telephone #: 800-400-9852 Fax #: Email: Shellv.Bodine @SoftwareONE.com
The County of Riverside is the host of the Microsoft Master Agreement No. 8084445. All questions regarding the products and licensing should be directed to Microsoft.
By signing below, I am agreeing to pay the participation fees for each enrollment that is established by leveraging the County of Riverside Master Agreement in accordance to the schedule referenced on RFQ #RIVCO-2020-RFQ-0000048 and any subsequent contracts and / or amendments.
By signing below, I also agree that all enrollments will be submitted to Microsoft direct, to report enrollment activity and comply to the payment schedule per RFQ #RIVCO-2020-RFQ-0000048 to Riverside County Information Technology.
Please reference the remittance information above for where to send the payment. Failure to comply may result in the award being rescinded.
Sussi 9/16/2019
Signature Date
Shelly Bodine SLED General Manager
Printed Name Title
DAVE ROGERS JENNIFER HILBER, ACIO
Assistant Chief Executive Officer Enterprise Applications Bureau Chief Information Officer RCIT GUSTAVO VAZQUEZ, ACIO
Converged Communications Bureau
JIM SMITH Public Safety Enterprise Communications
Chief Technology Officer GIL MEJIA, ACIO
Technology Services Bureau
Microsoft LSP Participation Form
(RFQ #RIVCO-2020-RFQ-0000048 Attachment 3)
Complete this form and return to: Payment should be made to:
Riverside County Information Technology
Attention: Rick Hai 3450 14th Street, Fourth Floor
E-mail: [email protected] Riverside, CA 92501
County of Riverside TIN #: 95-6000930
Company Name: Software One, Inc
Name: Shelly Bodine Title: SLED General Manager
Address: 20875 Crossroads Cir. STE 1
City: Waukesha, WI Zip Code: 53186_ Telephone#: 800-400-9852 Fax #: Email: [email protected]
The County of Riverside is the host of the Microsoft Master Agreement No. 8084445. All questions regarding the products and licensing should be directed to Microsoft.
By signing below, 1 am agreeing to pay the participation fees for each enrollment that is established by leveraging the County of Riverside Master Agreement in accordance to the schedule referenced on RFQ #RIVCO-2020-RFQ-0000048 and any subsequent contracts and / or amendments.
By signing below, I also agree that all enrollments will be submitted to Microsoft direct, to report enrollment activity and comply to the payment schedule per RFQ #RIVCO-2020-RFQ-0000048 to Riverside County Information Technology.
Please reference the remittance information above for where to send the payment. Failure to comply may result in the award being rescinded.
Macanta Spalace 10/16/2019
Signature Date
Margarita Apodaca Operations Analyst
Printed Name Title
Riverside County Innovation Center 3450 Fourteenth St, Riverside, Calliornia 92501-1589 • Phone: 951955-3700 http://www.riversidecountyit.org Licensing Solution Provider Agreement Number PSA-0001530 Exhibit D
Microsoft LSP Reporting of Active Enrollments Form
LSP Name Company name
RIVCO
Contract ID RIVCO-20800-00x-xx/xx
Microsoft
Agreement 01E69633, 01E73134, AND
Numbers NEW
Master Enrollmen Enrollment Start End Enrollment Contact Enrollment Enrollment t Number: Entity: Date: Date: Annual Spend Contact: Email: Contact Tel:
Riverside
County
Information 1/01/1 12/31/1
8084445 87654321 Technology $645,000.00 John Doe [email protected] 951-555-1212
Licensing Solution Provider Agreement Number PSA-0001530 Exhibit E
Master Agreement
Attached include the followings:
1) Signature Form
Microsoft Enterprise Agreement
3) Microsoft Enterprise Agreement Amendment
Microsoft Document Headersheet
* This is for informational purposes only *
MSE#:
(MSLI 5-0000004275258
Tracking
Number)
Doc Type: Signature Form
Do not modify the formatting or spacing of this Form above this text Subsidiary: Account Manager Name / Alias:
Country: United States
LAR/LAD/ESA:
Insight Direct USA, Inc.
Program/Version
EA 6 2016
(Scanning Code)
ACCOUNT: County of Riverside 3
Outsourcer Name:
Business Agreement Number:
Master Agreement Number: 8084445
Agreement Number:
Purchase Order Number:
Comments:
8/23/2019 9:42:56 PM
Microsoft Volume Licensing
Program Signature Form
MBA/MeSA numher 004-kayleed-S-04
Agreement number 8084445
Note: Enter the applicable active numbers associated with the documents below. Microsoft requires the associated aclive number be indicated here, or lisled below as new.
For the purposes of this form, "Customer" can mean the signing enlity, Enrolled Affiliate, Governient Partner, Institution, or other party entering into a volume licensing program agregment.
This signature for and all contract documents identified in the lable below are entered into between the Customer and the Microsoft Affiliate signing, as of the effective date identified below.
Contract Document Numberor Gods:
Enterprise Agreement X20-10209
«Choose Agreement: Document Number or Code
«Choose Agrcemenl Document Number or Code
«Choose Agreement> Document Number or Code
-Choose Agreement> Document Number or Code.
<Choose Enrollmen/Registralion> Document Number or Code ‹Choose Enrollment/Registration> Document Number or Code ‹Choose Enrollment/Registration> Document Number or Code <Choose Enrollment/Registration> Document Number or Code ‹Choose enrollment/Registration> Document Number or Code Amendment to Contract Documents CTM-CPT-OFT-FWK (newv)
By signing below, Cuslomer and the icrosoft Aliliate agree that both parlies (1) have reccived, read DATE and undersland 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. 8/22/19 Mr Customer if
same or emily elect piy name Couly of Riverside
Signature*
FORMAPPROVED COUNTY COUNSEL pinesS. Procur Renantic Specialist SUSANNA N. OH Signature Date* 08/22/2019
Tax ID
• indicales required field
Paçe 1 of2
Microsoft Corporation
Signature HE Microsoft
Printed First and Last Name Microsoft Corporation
Printed Title
AUG 23 2019
Signature Date
(dale Microsoft Affiliale countersigns)
Chance Krail
-. H
Agreement Effective Date July Authorized on behalf o
(may be efferent than Miczovafts synature date) 8/23/2019 /icrosoft Corporatio Optional 2nd Customer signature or Outsourcer signature (if applicable) Customer
Name of Entity (must be legal entity náme)*
Signature*
Printed First and Last Name*
Printed Title
Signature Date*
* indicales required field
Oulsourcer
Name of Entity (must be legal entity name*
Signature*
Printed First and Last Name*
Printed Title
Signature Date*
* indicates required field
If Customer requires physical media, additional contacts, or is reporting multiple previous Enrollments, after this signature form is signed by the Customer, send it and the Contract Documents to Customer:
hannel pariner or Microsoft account manager, who must submit them to the following address. Wher the signature form is fully execuled by Microsoft, Customer will receive a confinalion copy.
Microsoft Corporation
Dept. 551, Volume Licensing
6100 Neil Road, Suite 210
Reno, Nevada 89511-1137
USA
Pone 2 of 2
Microsoft Document Headersheet
* This is for informational purposes only *
MSE#: 5-0000004275258
(MSLI
Tracking
Number)
Doc Type: Agreement
Do not modify the formatting or spacing of this Form above this text Subsidiary: Account Manager Name / Alias:
Country: United States
LAR/LAD/ESA:
Insight Direct USA, Inc.
Program/Version
EA 6 2016
(Scanning Code)
ACCOUNT: County of Riverside
Outsourcer Name:
Business Agreement Number:
Master Agreement Number: 8034445
Agreement Number:
Purchase Order Number:
Comments:
-- -
8/23/2019 9:42:31 PM
Microsoft Volume Licensing
Enterprise Agreement State and Local
Not for Use with Microsoft Business Agreement or Mieronf Rosiness and Services Agreement This Microsoft Enterprise Agreement (Agreement) is entered into between the entities identified on the signature form.
Effective date. The effective date of this Agreement is the earliest effective date of any Enrollment entered into under this Agreement or the date Microsoft accepts this Agreement, whichever is earlier.
Agreement, and (5) any order submitted under this Agreement.
Please note: Documents referenced in this Agreement but not attached to the signature form may be found at http.//www.inicrosoft.com/licensing/contracts and are incorporated in this Agreement by reference, including the Product Terms and Use Rights. These documents may contain additional terms and conditions for Products licensed under this Agreement and may be changed from time to time. Customer shoul review such documents carefully, both at the time of signing and periodically thereafter, and fully understand all terms and conditions applicable to Products licensed.
Terms and Conditions
1. Definitions.
"Affiliate" means
a. with regard to Customer.
(i) any government agency, department, office, instrumentalily, division, unit or other entity of the state or local government that is supervised by or is part of 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 type of governmental instrumentality established by the laws of Customer's state and located within Customer's state jurisdiction and geographic boundaries and
(iil) any other entity in Customer's state expressly authorized by the laws of Customer's stale to purchase under state contracts; provided that a state and its Affiliates shall not, for purposes of this definition, be considered to be Affiliates of the federal government and its Affiliates; and
b. with regard to Microsoft, any legal entily that Microsofl owns, that owns Microsoft, or that is under common ownership with Microsoft.
"Customer" means the legal entity that has entered into this Agreement with Microsoft. "Customer Data" means all dala, including all text, sound, software, image, or video files that are proviced to Microsoft by, or on behalf of, an Enrolled 'Affiliate and its Affiliates through use of Online Services. "day" means a calendar day, except for references that specify "business day". "Enrolled Affiliale" means an entily, either Customer or any one of Customer's Affiliates that has entered into an Enrollment under this Agreement.
EA2016Ag (US)SIG(ENG) (Nov2016) Page 1 of 11
Document X20-10203
"Enrollment" means the document that an Enrolled Affiliate submits under this Agreement to place orders for Products.
"Enterprise" means an Enrolled Affiliate and the Affiliates for which it is responsible and chooses on its Enrollment to include in its enterprise.
"Fixes" means Product fixes, modifications or enhancements, or their derivalives, that Microsoff either releases generally (such as Product service packs) or provides to Customer to address a specific issue. "License" means the right to download, install, access and use a Product. For certain Products, a License may be available on a fixed term or subscription basis ("Subscription License"). Licenses for Online Services will be considered Subscription Licenses.
*Microsoft" means the Microsoft Affiliate that has entered into this Agreement or an Enrollment and its Affiliales, as appropriale.
"Online Services" means the Microsolt-hosted services identified as Online Services in the Product Terms. "Online Services Terms" means the additional terms that apply to Customer's use of Online Services published on the Volume Licensing Site and'uprated from time to time. "Product" means all products identified in the Product Terms, such as all Software, Online Services and other web-based services, including pre-release or beta versions. "Product Terms" means the document that provides information about Microsoft Products and Professional Services avallable through volume licensing. The Praduct Terms document is published on he Volume Licensing Site and is updated from time to time.
"SLA" means Service Level Agreement, which specifies the minimum service level for Online Services and is published on the Volume Licensing Site.
"Software" means licensed copies of Microsoft software identified on the Product Terms. Software does not include Online Services, but Soflware may be part of an Online Service. "Software Assurance" is an offering by Microsoft that provides new version rights and other benefits for Products as further described in the Product Terms.
*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 to maintain its secrecy.
"use" or "run" means to copy, install, use, access, display, run or otherwise interact. "Use Rights" means the use rights or terms of service for each Product published on the Volume Licensing Site and updated from time to time. The Use Rights supersede the terms of any end user license agreement that accompanies a Product. The Use Rights for Software are published by Microsoft in the Product Terms.
The Use Rights for Online Services are published in the Online Services Terms. "Volume Licensing Sile" means http://www.microsoft.com/licerising/contracts or a successor sile.
2. How the Enterprise program works.
a. General. The Enterprise program consists of the terms and conditions on which an Enrolled Affiliate may acquire Product Licenses. Under the Enterprise program, Customer and its Affiliates may order Licenses for Products by entering into Enrollments Enrollments. The Enterprise program gives Customer and/or ils Affiliates the ability to enter into one or more Enrollments to order Products, Subscription Enrollments may be available for some of these Enrollments. Notwithstanding any other provision of this Agreement, only rolled Amiliates ientified in an Enrollment will be responsible for complying with the terr that Enrollment, including the terms of this Agreement incorporated by reference in th FA201GAgr(US)S C(ENGXNov2016) Page 2 of 11
Document X20-102.09
C. Licenses. The types of Licenses available are (1) Licenses obtained under Software Assurance (L&SA), and (2) Subscription Licenses. These License lypes, as well as additional License Types, are further described in the Product List.
3. Licenses for Products. i
License Grant. Microsoft grants the Enterprise a non-exclusive, worldwide and limited right to download, install and use software Products, and lo access and use the Online Services each in the quantity ordered under an Enrollment. The rights granted are subject to the terms of this Agreement, the Use Rights and the Product Terms. Microsoft reserves all rights not expressly granted in this Agreement.
b. Duration of Licenses. Subscription Licenses and most Soflware Assurance rights are temporary and expire when the applicable Enrollment is terminated or expires, unless the Enrolled Affiliate exercises a buy-out option, which is available for some Subscription Licenses.
Except as otherwise noled in the applicable Enrollment or Use Rights, all other Licenses become perpetual only when all payments for that License have been made and the initial Enrollment term has expired.
c. Applicable Use Rights.
(i) Products (other than Online Services). The Use Rights in effect on the effective date of the applicable Enrollment term will apply to Enterprise's use of the version of each Produc that is current at the time. For future versions and new Products, the Use Rights in effect when those versions and Products are first released will apply. Changes Microsoft makes to the Use Rights for a particular version will not apply unless the Enrolled Affiliate chooses to have those changes apply. The Use Rights applicable to perpetual Licenses that were acquired under a previous agreement or Enrollment are determined by the Agreement or Enrollment under which they were acquired. Renewal of Software Assurance does not change which Use Rights apply to those Licenses.
(1I) Online Services. For Online Services, the Use Rights in effect on the subscription start date will apply for the subscription term as defined in the Product Terms. d. Downgrade rights. Enrolled Affiliate may use an earlier version of a Product other than Online Services than the version that is current on the effective date of the Enrollment. For Licenses acquired in the current Enrollment term, the Use Rights for the current version apply to the use of the earlier version. If the earlier Product version includes features that are not in the new version, then the Use Rights applicable to the earlier version apply with respect to those features
e. New Version Rights under Software Assurance. Enrolled Affiliate must order and maintaln continuous Software Assurance coverage for each License ordered. With Software Assurance coverage, Enterprise automatically has the right to use a new version of a licensed Product as soon as it is released, even if Enrolled Affiliate chooses not to use the new version immedialely (1) Except as otherwise permitted under an Enrollment, use of the new version will be subject to the new version's Use Rights.
(ii) If the License for the earlier version of the Product is perpetual at the lime the new version is released, the License for the new version will also be perpetual. Perpetual Licenses obtained through Software Assurance replace any perpetual Licenses for the earlier version.
1. License confirmation. This Agreement, the applicable Enrollment, Enrolled Affliate's order confirmation, and any documentation evidencing transfers of perpetual Licenses, together with droof of payment, will be Enrolled Affiliale's evidence of all Licenses obtained under ar Enrollment.
EA2016Agr(US)SLG(ENG\(Nov2016) Page 3 o/ 11
Document X20-10209
- -
1 9. Reorganizations, consolidations and privatizations. If the number of Licenses covered by an Enrollment changes by more than ten percent as a result of (1) a reorganization, consolidation or privatization of an entily or an operaling division, (2) a privatization of an Affiliate or an operating division of Enrolled Affiliate or any of its Affiliates, or (3) a consolidation including a merger with a third party that has an existing agreement or Enrollment, Microsoft will work with Enrolled Affiliate in good faith to delermine how to accommodate its changed circumstances in the context of this Agreement.
4. Making copies of Products and re-imaging rights.
a. General. Enrolled Affiliate may make as many copies of Products, as it needs to distribute them within the Enterprise. Copies must be true and complete (including copyright and trademark notices) from mastericopies obtained from a Microsoft approved fulfilment source Enrolled Affiliate may use a third party to make these copies, but Enrolled Affiliate agrees it will be responsible for any third party's actions. Enrolled Affiliate agrees to make reasonable efforts to nolify ils employees, agents, and any other individuals who use the Proclucts that the Products are licensed from Microsoft and subject to the terms of this Agreement. b. Copies for training/evaluation and back-up. For all Products other than Online Services.
Enrolled Affiliate may: (1) use lp lo 20 complimentary copies of any licensed Procluct in a dedicated training facility on its premises for purposes of training on that particular Product, (2) use up to 10 complimentary copies of any Products for a 60-day evaluation period, and (3) use one complimentary copy of any licensed Product for back-up or archival purposes for each of its distinct geographic locations. Trials for Online Services may be available if specified in the Use Rights.
C. Right to re-image. In certain cases, re-imaging is permited using the Product media. If the Microsoft Product is licensed (1) from an original equipment manufacturer (OEM), (2) as a full packaged Product through a retail source, or (3) under another Microsoft program, then media provided under this Agreement may generally be used to create images for use in place of copies provided through that separate source. This right is conditional upon the following:
Separate Licenses must be acquired from the separate source for each Product that is re- (ii) The Product, language, version, and components of the copies made musi be identical to the Procluct, 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. (ili) Except for copies of an operating system and copies of Products licensed under another Microsoft program, the Product type (e.g.. Upgrade or full License) re-imaged must be identical to the Product type licensed from the separate source (iv) Enrolled Affiliate must adhere to any Produci-specific processes or requirements for re imaging identified in the Product Terms.
support obligation.
Transferring and reassigning Licenses.
. License transfers. License transfers are not permitted, except that Customer or an Enrolle filiate may transfer only fully-paid perpetual Licenses to (i) an Affiliate, or
(i) a third party solely in connection with the transfer of hardware or employees to whom the Licenses have been assigned as parl of (A) a privatization of an Affiliate or agency or of an EA2016AgR(US/SLG(ENG)(Nov2016) Page 4 of
ocurnent X20-1020
operating division of Enrolled Affiliate or an Affiliate. (B) a reoiganization, or (C) a corsolidation.
Upon such transfer, Customer or Enrolled Affiliate must uninstall and discontinue using the licensed Product and render any copies unusable.
b. Notification of License Transfer: Enrolled Affiliate must notify Microsoft of a License transfer completing license transfer form. which obtained from
http://www.microsoft.com/licensing/confracts and sending the completed form to Microsofl before the License transfer. No License transfer will be valid unless Enrolled Affiliale provides to the transferee, and the transferee accepts in writing, documents sufficient to enable the transferee to ascertain the scope, purpose and limitations of the rights granted by Microsoft under the licenses being transferred (includingthe applicable Use Rights, use and transfer restrictions, warranties and limitations of liability). Any License transfer not made in compliance with this section will be void.
c. Internal Assignment of Licenses and Software Assurance. Licenses and Software Assurance must be assigned to a single user or device within the Enterprise. Licenses and Software Assurance may be reassigned within the Enteprise as described in the Use Rights.
6. Term and termination.
a. Term. The term of this Agreement will be 36 full calendar months from the effective dale unless terminated by either party as described below. Each Enrollment will have the term provided in that Enrollment.
b. Termination without cause. Either party may terminate this Agreement, without cause, upon 60 days' wrilten notice. In the event of termination, new Enrollments will not be accepted, but any existing Enrollment will continue for the term of such Enrollment and will continue to be governed by this Agreement.
c. Mid-terin termination for non-appropriation of Funds. Enrolled Affiliate may terminate this Agreement or an Enrollment without liability, penalty or further obligation to make payments if funds lo make payments under the Agreement or Enrollment are not appropriated or allocated by the Enrolled Affiliate for such purpose.
Termination for cause. Without limiting any other remedies it may have, either party may lerminate an Enrollment if the other party materially breaches its obligations under this Agreement, including any obligation to submit orders or pay invoices. Except where the breach is by its nature not curable within 30 days, the terminating party must give the other party 30 days' notice of its intent to terminate and an opportunity to cure the breach.
If Microsoft gives such notice to an Enrolled Affiliate, Microsoft also will give Cuslomer a copy of that notice and Customer agrees to help resolve the breach, If the breach affects other Enrollments and cannot be resolved between Microsoft and Enrolled Affiliate, together with Customer's help, within a reasonable period of time, Microsoft may terminate this Agreement and all Enrollments under it, If an Enrolled Affiliate ceases lo be Customer's Affiliate, it must promplly notify Microsoft, and Microsoft may terminale the former Affiliate's Enrofiment. If an Enrolled Affiliate terminates its Enrollment as a result of a breach by Microsoft, or if Microsoft terminates an Enrollment because Enrolled Affiliate ceases to be Customer's Affiliate, then Enrolled Affiliate will have the early termination rights described in the Enrollment. e. Early termination. If (1) an Enrolled Affiliate terminales its Enrollment as a resull of a breach by Microsoft, or (2) if Microsoft terminates an Enrollment because the Enrolled Affiliate has ceased to be an Affiliate of Customer, or (3) Enrolled Affiliate terminates an Enrollment for non- appropriation of funds, or (4) Microsoft terminates an Enrollment for non-payment due to non- appropriation of funds, then the Enrolled Affiliale will have the following options:
(i) It may immediately pay the total remaining amount due, including all instalments, in which case, the Enrolled Affiliate will have perpetual rights for all Licenses it has ordered; or EA2016Aq(USISLG(ENG)(Nov201B) Page 5 of 11
Document X20-10209
-
(li) I may pay only amounts due as of the termination date, in which case the Enrolled Affiliate will have perpetual Licenses for:
1) all copies of Products (including the latest version of Products ordered under SA coverage in the current term) for which payment has been made in full, and the number of copies of Products it has ordered (including the latest version of Products ordered under Software Assurance coverage in current term) that is proportional to the total of installment payrents paid versus tolal amounts due (paid and payable) if the early termination had not occurred. (ili) In the case of early termination under subscription Enrollments, Enrolled Affiliate wlll have the following options:
1) For eligible Praducts, Enrolled Affiliate may oblain perpetual Licenses as described in the section of the Enrollment titled "Buy-out option," provided that Microsoft receives the buy-out order for those Licenses within 60 days after Enrolled Affiliate provides notice of termination.
In the event of a breach by Microsoft, If Customer chooses not to exercise a buy-out option, Microsoft will issue Enrolled Affilaite a credit for any amount paid in advance for Subscription Licenses that the Enterprise will not be able to use to do the termination of the Enrollment.
Nothing In this section shall affect perpetual License rights acquired either in a separate agreement or in a prior term of the terminated Enrollment.
Effect of termination or expiration. When an Enrollment expires or is terminated, Enrolled Affiliate must order Licenses for all copies of Proclucts it has run for which it has not previously submitted an order. Any and all unpaid payments for any order of any kind remain due and payable. Except as provided in the subsection titled "Early termination," all unpaid payments for Licenses immediately become due and payable. (ii) Enrolled Affiliale's right to Software Assurance benefits under this Agreement ends if it does not renew Software Assurance.
g. Modification or termination of an Online Service for regulatory reasons. Microsoft may modify or lerminate an Online Service where there is any current or future government requirement or obligation that: (1) subjecs Microsoft to any regulation or requirement not generally applicable to businesses operating in the jurisdiction; (2) presents a hardship for Microsoft to continue operating the Online Service without modification; and/or (3) causes Microsoft to believe these terms or the Online Service may conflict with any such requirement or obligation.
h. Program updates. Microsoft may make changes to this program that will make it necessary for Customer and its Enralled Affiliates to enter into new agreements and Enrollments at the time of an Enrollment renewal.
7. Use, ownership, rights, and restrictions.
a. Products, Unless otherwise specified in a suppleniental agreement, use of any Product is governed by the Use Rights specific to each Product and version and by the terms of the applicable supplemental agreement.
b. Fixes. Each Fix is licensed under the same terms as the Product to which it applies. If a Fix is not provided for a specific Product, any use rights Microsoft provides with the Fix will apply. c. Non-Microsoft software and technology. Enrolled Affiliate is solely responsible for any non- Microsoft software or technology that it installs or uses with the Proclucts or Fixes.
EA2016Agr(LS)SLG(ENG)(Nov201G) Page 6 of 11
Documeni X20.10209
- -
d. Restrictions. Enrolled Affiliate must not (and is nol licensed to) (1) reverse engineer, decompile, or disassemble any Product or Fix; (2) install or use non-Microsoft soflware or lechnology in any way that would subject Microsoft's intellectual property or technology to any other license terms; or (3) work around any technical limilations in a Product or Fix or restrictions in Produci documentation. Customer must not (and is not licensed to) () separate and run parts of a Product or Fix on more than one device, upgrade or downgrade parts of a Product or Fix at different times, or transfer parts of a Product or Fix separately: or (il) distribute, sublicense, rent, lease, lenc any Products or Fixes, in whole or in part, or use them to offer hosting services to a third parly.;
e. Reservation of rights. Products and Fixes are protected by copyright and other intellectual property rights laws and international treaties. Microsoft reserves all rights not expressly granted in this agreement. No rights will be granted or implied by waiver or estoppel. Righls to access or use Software on a device do not give Customer any right to implement Microsoft patents or other Microsoft intellectual property in the device itself or in any other software or devices.
8. Confidentiality.
"Confidential Information" is non-public information that is designated "confidential" or that a reasonable person should understand is confidential, including Customer Data. Confidential Information does not include information that (a) becomes publicly available without a breach of this agreement, (b) the receiving party received lawfully from another source without a confidentiality obligation. (c) is independently developed, or (d) is a comment or suggestion volunteered about the other party's business, products or services.
Each parly will take reasonable steps to protect the other's Confidential Information and will use the other party's Confidential Information only for purposes of the parties' business relationship. Neither party will disclose that Confidential Information to third parties, except to its employees, Affiliates, contractors, advisors and consultants ("Representatives") and then only on a need-to-know basis under nondisclosure obligations at least as protective as this agreement. Each parly remains responsible for the use of the •Confidential Information by its Representatives and, in the event of discovery of any unauthorized use or disclosure, must promptly notify the other party.
A party may disclose the other's Confidential Information if required by law; but only after it notifies the other party (if legally permissible) to enable the other party to seek a protective order.
Neither party is required to restrict work assignments of its Representatives who have had access to Confidential Information. Each party agrees that the use of information retained in Representatives' unaided memories in the development or deployment of the parties' respeclive products or services does not create liability under this Agreement or trade secret law, and each party agrees to limit what it discloses lo the other accordingly.
These obligations apply (i) for Customer Data until it is deleted from The Online Services, and (i) for all other Confidential Information, for a period of five years after a party receives the Confidential Information.
9. Privacy and compliance with laws.
a. Enrolled Affiliate consents lo the processing of personal information by Microsoft and its agents to facilitate the subject matter of this Agreement. Enrolled Affiliate will oblain all required consents from third parties under applicable privacy and data protection law before providing personal information to Microsoft.
b. Personal information collected under this agreement (i) may be Iransferred, stored and processed in the United States or any other country in which Microsoft or its service providers maintain facilities and (ii) will be subject to the privacy terms specified in the Use Rights Microsoft will abide by the requirements of European Economic Area and Swiss dala protection EA2016Ag(US)SIG(ENG)(Nev2016) Page 7 of 11
Document X20.10209
law regarding the collection, use, transfer, retention, and other processing of personal data from the European Economic Area and Switzerland.
U.S. export. Products and Fixes are subject to U.S. export jurisdiction. Enrolled Affiliate must comply with all applicable international and national laws, including the U.S. Export Administration Regulations and International Traffic in Aims Regulations, and end-user, end (ise and destination restrictions issued by U.S. and other governments related to Microsoft products, services and technologies.
10. Warranties.
a, Limited warranties and remedies.
(i) Software. Microsoft warrants that each version of the Software will perform substantially as described in the applicable Product documentation for one year from the date the Enterprise is first licensed for that version. If it does not and the Enterprise notifies Microsoft within the warranty term, then Microsoft will, at its option (1) return the price Enrolled Affiliate paid for the Software license, or (2) repair or replace the Software, (il) Online Services, Microsoft warrants that each Online Service will perform in accordance with the applicable SLA during the Enterprise's use. The Enterprise's remedies for breach of this warranty are in the SLA.
The remedies above are the Enterprise's sole remedies for breach of the warranties in this section. Customer waives any breach of warranty claims not made during the warranty period. b. Exclusions. The warranties in this agreement do not apply to problems caused by accident, abuse, or use in a manner inconsistent with this Agreement, inclucing failure to meet minimum system requirements. These 'warranties do not apply to free, trial, pre-release, or bela products, or to components of Products that Enrolled Affiliate is permitted to redistribute. c. Disclaimer, Except for the limited warranties above, Microsoft provides no other or conditions and disclaims any other express, implied, or statutory warranties, including warranties of quality, title, non-infringement, merchantability, and fitness for a particular purpose.
11. Defense of third party claims.
The parties will defend each other against the third-party claims described in this section and will pay the amount of any resulting adverse final judgment or approved setllement, but only if the defending party is promptly notified in writing of the claim and has the right to control the defense and any settlement of it. The party being defended must provide the delending party with all requested assistance. information, and authority. The defending party will reimburse the other party for reasonable oul-of-pocket expenses it incurs in providing assistance. This section describes the parties' sole remedies and entire liability for such claims. a. By Microsoft. Microsoft will defend Enrolled Affiliate against any third-party claim to the extent it alleges that a Product or Fix made available by Microsoll for a fee and used within the scope of the license granted (unmodified from the form provided by Microsoft and not combined with anything else misappropriales a trade secrel or directly infringes a patent, copyright, trademark or other proprietary right of a third party. If Microsoft is unable to resolve a claim of infringement under commercially reasonable terms, it may, at its option, either (1) modify or replace the Product or Fix with a functional equivalent; or (2) terminate Enrolled Affiliate's license and refund any prepaid license fees (less depreciation on a five-year, straight-line basis for perpetual licenses and any amount paid for Online Services for any usage period after the termination date. Microsoft will not be liable for any claims or damages due to Enrolled Affiliate's continued use of a Product or Fix after being notified to stop due to a third-party claim. b. By Enrolled Affiliate. To the extent permitted by applicable law, Enrolled Affiliate will defend Microsolt against any third-party claim to the extent it alleges that: (1) any Customer Data or EA2016Agr(US)SLG(ENG)(Nov2016) Page 8 of 11
Document X20.10209
non-Microsoft software hosted in an Online Service by Microsoft on Enrolled Affiliate's behalf misappropriates a trade secret or directly infringes a patent, copyright, trademark, or other proprietary right of a third party; or (2) Enrolled Affiliate's use of any Product or Fix, alone or in combination with anylhing else, violates the law or damages a third parly.
12. Limitation of liability.
For each Product, each party's maximum, aggregate liability to the other under this Agreement is limited to direct damages finally awarded in an amount not to exceed the amounts Enrolled Affiliate was required to pay for the applicable Products during the ler of this Agreemen, subject to the following:
1. Online Services. For Online Services, Microsoft's maximum liability to Enrolled Affiliate for any incident giving rise to a claim will not exceed the amount Enrolled Affiliate paid for the Online Service during the 12 months before the incident. b. Free Products and Distributable Code. For Products proviced free of charge and code that Enrolled Affiliate is authorized to redistribute to third parties without separate payment lo Microsoft, Microsoft's liability is limited to direct damages finally awarded up to US$5,000.
Exclusions. In no event will either party be liable for indirect, incidental, special, punitive, or consequential damages, or for loss of use, loss of business information, loss of revenue, or interruption of business, however caused or on any theory of liability. cl. Exceptions. No limitation or exclusions will apply to liability arising out of either party's (1) confidentiality obligations (except for all liability related to Customer Data, which will remain subject to the limitations and exclusions above); (2) defense obligations; or (3) violation of the other party's intellectual property rights.
13. Verifying compliance.
a. Right to verify compliance. Enrolled Affiliate must keep records relating to all use and distribution of Products by Enrolled Affiliate and its Affiliates. Microsoft has the right, at its expense, to the extent permitted by applicable law, to verify compliance with the Product's license lerms. Enrolled Affiliate must promptly provide the independent auditor with any information the auditor reasonably requests in furtherance of the verificalion, including access lo systems running the Products and evidence of Licenses for Products Enrolled Affiliate hosts, sublicenses, or distributes to third parties. Enrolled Affiliale agrees to complete Microsoft's self-audit process, which Microsoft may require as an alternative to a third party audit. b. Remedies for non-compliance. If verification or self-audit reveals any unlicensed use or distribution, then within 30 days, (1) Enrolled Affiliate must order sufficient Licenses to cover that use or distribution, and (2) if unlicensed use or distribution is 5% or more, Enrolled Affiliate must reimburse Microsoft for the cost Microsoft has incurred in verification and acquire the necessary adlitional licenses at 125% of the price based on the then-current price list and Enrolled Affiliate price level. The unlicensed use percentage is based on the tolal number of licenses purchased compared to actual install base. If there is no unlicensed use. Microsoft will not subject Enrolled Affiliate to another verification for at least one year. By exercising the rights and procedures described above, Microsoft does not waive ils rights to enforce this Agreement or to prolect its intellectual properly by any other means permitted by law.
C. Verification process. Iicrosoft will notily Enrolled Affiliate at least 30 days in advance of its intent to verify Enrolled Affiliate's compliance with the license terms for the Products Enrolled Affiliate and its Affiliates use or distribute. Microsoft will engage an independent auditor, which will be subject to a confidentialily obligation. Any information collected in the self-audit will be used solely for purposes of determining compliance. This verification will take place during normal business hours and in a manner that does not interfere unreasonably with Enrolled Affiliate's operatiors.
Document X20-10209
14. Miscellaneous.
a. Use of contractors, Microsoft may use contractors to perform services, but will be responsible for their performance subject to the terms of this Agreement. -
b. Microsoft as independent contractor. The parties are independent contractors. Enrolled Affiliate and Microsoft each may develop products independently without using the other's Confidential Information.
c. Notices. Nolices lo Microsoft must he sent to the acidress on the signature form. Notices must be in writing and will be treated as delivered on the date shown on the return receipt or on the courier or fax confirmation of delivery. Microsoft may provide information to Enrolled Affiliate about upcoming ordering deadlines, services, and subscription information in electronic form, including by email to contacts provided by Enrolled Affiliate. Emails will be trealed as delivered d. Agrecment not exclusivé. Customer is free to enter into agreements to license, use or promote non-Microsoft products
e. Amendments. Any amendment to this Agreement must be executed by both parties, except that Microsoft may change the Product Terms and the Use Rights from time to lime in accordance with the terms of this Agreemen!. Any conflicting terms and conditions contained in an Enrolled Affiliate's purchase order will not apply. Microsoft may require Customer to sign a new agreement or an amendment before an Enrolled Affiliate enters into an Enrollment under this agreement.
f. Assignment. Either party may assign this Agreement to an Affiliate, but must notify the other party in writing of the assignmeht. Any other proposed assignment must be approved by the non-assigning party in writing. Assignment will not relieve the assigning party of its obligations under the assigned agreement Any altempled assignment without required approval will be g. Applicable law; dispute resolltion. The terms of this Agreement will be governed by the laws of Customer's state, without giving effect to its conflict of laws. Disputes relating to this Agreement will be subject to applicable dispute resolution laws of Customer's state. h. Severabllity. If any provision in this agreement is held to be unenforceable, the balance of the agreement will remain in full force and effect.
i. Walver. Failure to enforce any provision of this agreement will not constitute a waiver. Any wäiver must be in writing and signed by the waiving party. j. No third-party beneficlaries. ;This Agreement does not creale any third-party beneficiary rights.
k. Survival. All provisions survive termination or expiration of this Agreement except those requiring performance only during the term of the Agreement.
1. Management and Reporting. Customer and/or Enrolled Affillate may manage account cetails Serv. conlacie, orders, Licenses, soware downhads) on Microsalt's Volume Licensing https.//www.microsoft. com/licensing/servicecenter. Upon the effective date of this Agreement and any Enrollments, the contacts) identified for this purpose will be provided access to this site and may authorize additional users and contacts.
m. Order of precedence. In the case of a conflict between any documents in this Agreement that Is not expressly resolved in those documents, theirterms will control in the following order from highest to lowest priority: (1) this Enterprise Agreement, (2) any Enrollment, (3) the Product Terms, (4) the Online Services Terms, (5) orders submitted under this Agreement, and (6) any other documents in this Agreement. Teims in an amendent control over the amended document and any prior amendments concerning the same subject matter.
EA2016Ay (US)SLG(ENG)(No:2016) ! Page 10 of 11
Document X20-10203
n. Free Products. It is Microsol's intent that the termis of this Agreement and the Use Rights be in compliance with all applicable federal law and regulations. Any free Product provided to Enrolled Affiliate is for the sole use and benefit of the Enrolled Affiliate, and is not provided for use by or personal benefit of any specific government employee. o. Voluntary Product Accessibility Templates. Microsoft supports the government's obligation to provide accessible technologies to its citizens with disabilities as required by Section 508 of the Rehabilitation Act of 1973, and its state law counterparts.
Accessibility Templates (VPATs") for the Microsoft lechnologies used in providing the Online Services can be faund at Microsoft's VPAT page. Futher information regarding Microsoft's commitment to accessibility can be found at hitp.//www.microsofl.com/enable p. Natural disaster. In the event of a "natural disaster," Microsoft may provide additional assistance or rights by posting them on http://www.microsoft.com at such time.
4. Copyright violation. Except as set forth in the section above entilled "Transferring and reassigning Licenses", the Enrolled Affiliate agrees to pay for, and comply with the terms of this Agreement and the Use Rights, for the Products it uses. Except to the exterit Enrolled 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 far unlicensed use.
EA2010Agr(IJS)SLG(EMG][Nov201G) Page 11 of 11
Dorcrient X23-10209
• ' Microsoft Volume Licensing
Supplemental Contact Information Form
Cuslomer, Enrolled Affiliate, Goverment Parlner,
or registrations.
This form applies to: MBSA
X Agreement
• Enrollment/filiate Registration Form
Insert primary entity name if more than one Enrollment/Registration Form is submitted
1 Contact information.
Each party will notify the other in writing if any of the information in the following contact information pages) changes. The asterisks (*) indicale required fields; if the entity chooses to designate other with this agreement will be used and protected according to the privacy stalement available at httos://licensing.microsoft.com.
1. Additional notices contacț.
This contact receives all notices that are sent from Microsoft. No online access is granted to this individual,
Name of entity* County of Riverside
Contact name": First Regina Last Funderburk
Contact email address* [email protected]
Street address* 3450 14h Street, 4th Floor;
City^ Riverside State/Province* California Postal code* 92501-386 Country* USA
Phone* 951-955-2265 Fax
• This contact is a third party (not the entity). Warning: This contact receives personally identifiable information of the entity.
2. Software Assurance manager.
This contact will receive online permissions to manage the Software Assurance benefits under the Enrollment or Registration.
Name of entity* County of Riverside
Contact name*: First Regina Last Funderburk
Contact email address+ [email protected]
Street address* 3450 14th Street, 4th Floor.
City* Riverside State/Province* California Postal code* 92501-3861 SupContaclinfoF orm(A, INCENCOc2013) Page 1 of 3
Country* USA
Phone* 951-955-2265 Fax
• This contact is a third party (not the entity). Warning: This contact receives personally identifiable information of the entily.
3. Subscriptions manager.
This contact will assign MSDN, Expression, and TechNet Plus subscription licenses to the Indivicual subscribers under this Enrollment or Registration. Assignment of the subscription licenses is necessary for access to any of the online benefits, such as subscription downloads. This contact will also manage any complimentary or additional media purchases related to these subscriptions.
Name of entity* County of Riverside
Contact name*: First Regina Last Funderburk
Contact email address* RFunderburk(@0rivco.org
Street address* 3450 14th Street, 4th Floor
City* Riverside State/Province' California Postal code* 92501-3861 Country* USA
Phone* 951-955-2265 Fax
• This contact is a third party (not the entity). Warning: This contact receives personally identifiable information of the entity.
4. Online services manager.
This contact will be provided online permissions to manage the online services ordered under the Enrollment or Registration.
Name of entity* County of Riverside
Contact name': First Luis Last Flores
Contact email address* [email protected]
Street address* 3450 141h Street, 4th Floor
Citv* Riverside State/Province California Postal code* 92501-3861 Country^ USA
Phone* 951-955-8114 Fax
• This contact is a third party (not the entity). Warning: This contact receives personally identifiable information of the entity.
5. Customer Support Manager (CSM).
This person is designated as the Customer Support Manager (CSM) for support-related activities.
Name of entity* County of Riversicle
Contact name*: First Luis Last Flores
Contact email address* LFFlores @rico.ora
Street address* 3450 14th Street, 4th Floor
City Riverside State/Province* California Postal code* 92501-3861 Country* USA
Phone* 951-955-8114 Fax
Primary contact information.
An individual from inside the organization must serve as the primary contact. This contact receives online administrator permissions and may grant online access to others This contact also receives all notices unless Microsoft is provided written notice of a change.
Name of entity* County of Riverside
SupContactinfor oun(NA.INO|(ENG)(Oc12013) Page 2 of 3
Contact name*: First Jim Last Smith
Contact email address* [email protected]
Street address* 3450 14th Street, 4th Floor
City' Riverside State/Province* CA Postal code* 92501-3861 Country: US
Phone* 951-231-5909 Fax
7. Notices contact and online administrator information.
This individual receives online administrator permissions and may grant online access to olhers. contact also receives all notices.
* Same as primary contact
Name of entity*
Contact name*: First Last
Contact email address*
Sticet address
City* State/Province" Postal code*
Country*
Phone™
• This contact is a third party (not the entity). Warning: This contact receives personally identifiable information of the entity.
SupContactinfoFan(NA INDYENG)OC12013) Page 3 of 3
Microsoft Document Headers heet
* This is for informational purposes only *
MSE#:
5-0000004275258
(MSLI
Tracking
Number)
Doc Type: Amendments
Do not modify the formatting or spacing of this Form above this text Subsidiary: Account Manager Name / Alias:
Country: United States
LAR/LAD/ESA:
Insight Direct USA, Inc.
Program/Version
EA 6 2016
(Scanning Code)
ACCOUNT: County of Riverside
Outsourcer Name:
Business Agreement Number:
Master Agreement Number: 8084445
Agreement Number:
Purchase Order Number:
Comments:
8/23/2019 9:42:40 PM
Microsoft Volume Licensing
Amendment to Contract Documents
Agreamon: Number
004-kayleec-S-04
8084445.
Enterprise Agreement
Custom Terms CTM
1. Section 6a, "Term", is hereby amended and restaled as follows:
a. Term. The ter of this Agreement will remain in effect unless terminated by either parly as described below. Each Enrollinent will have the torm provided in that Enrollment.
2. The pricing that Microsoll will offer Enrolled Affiliate's Reseller for Enrollments effective belween November 1, 2019 through October 31, 2021, and that will apply for the entire initial term of such Emolinents, is as follows:
Product • Price Examples include but are not limited to Level the following*:
Enterprise Online Services* Level D M365 E3 and E5, Enterprise Mobility + minus 2% Securily E3 and E5, Olfice 365 Enterprise
including Full USLs. From SA
USLs, Add ons and Step Ups) E1 or E3, Windows 10 Enterprise E3 or E5 Enterprise Products LevelD Office 365 Pro PIüs, Windows 10 Enterprise, Core CAL Suite, Enterprise
CAL Suite
Additional Products Level D M365 F1. M365 E5 Compliance, M365 E5 ecurity, Office 365 Enterpriso F1, Proje
line. Visio Online Plan 1 or Plan
Dynamics 365, Azure, SQL Server,
Nindows Server, elo
Server and Tools Product Level D SharePoint Server, SOL Server, BizTalk Server, Visual Studio, Core Infrastructure
Suites, etc.
• Me examples includu onne services that are available in eiller the commercial or govenment cloud cilerings. e sued undere set are ve from the Clerise pieg am elit to change as Enterprise Coline Servic Yogur Awar isiye Tie sugar i Enterpise Dine Series is Tess to the cal gEnie in the alas Exclusions apply to the additional 2% discount on Enterprise Online Services as follows:
AmendmentApu val O C1A.CPT.OPT-FWIC 8D
• The price list month that applies to an order is not a factor in determining whelher the addifional 2% discount on Enterprise Online Services may be applied lo an order. The only applicable factor is the effective date of the Enrollment. • The discount does not apply to any extensions of the initial Term or renewal Enrollments.
The discourt does not apply to any promotional SKUs. Enrolled Affiliate is entitled e lower of the promolional price or discounted pric
The price level that applies lo Enollments elleclive on or afler November 1, 2021 is Level D lor all Products.
The Reseller and the Enrolled Affiliale will determine the Enrolled Affiliale's actual price and payment terms.
Except for changes made by his Amendment, the Enrollment or Agreement identified above remains unchanged and in full force and effecl. If there is any conflict between any provision in this Amendment and any provision in the Enrollment or Agreement identified above, this Amendment shall control This Amendment must be attached to a signature form to be valid.
Microsoft Internal Use Only:
Riverside County EA Amend 8.7 .docx CTM CTM-PT-OPT-PWKUD BD