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2024-01-23 - AGENDA REPORTS - AMEND MICROSOFT AGMT
O Agenda Item: 6 1. CITY OF SANTA CLARITA AGENDA REPORT CONSENT CALENDAR CITY MANAGER APPROVAL: TAA,/� DATE: January 23, 2024 SUBJECT: AMENDMENT TO MICROSOFT ENTERPRISE LICENSE AGREEMENT DEPARTMENT: Administrative Services PRESENTER: Ryan James RECOMMENDED ACTION City Council: Amend the existing three-year contract with SoftwareOne, Inc., to include additional Microsoft Client Access Licenses and authorize an expenditure authority increase in the amount of $72,754 for a total contract amount not to exceed $213,637. 2. Authorize the City Manager or designee to execute all contracts and associated documents, subject to City Attorney approval. BACKGROUND The City of Santa Clarita (City) utilizes Microsoft (MS) software to operate desktop computers, servers, databases, applications, and email. The contractual agreement between the City and MS, known as an Enterprise Agreement (EA), grants licensed use of MS products and authorizes the City to use, connect, and receive support for all licensed MS products. A typical EA lasts for three years, at which time the agreement is re-entered to allow the continued use and support of MS software. The existing agreement was approved by the City Council on June 28, 2022. For more than 13 years, the City has utilized an EA to ensure proper licensing of MS software for use by City staff, as well as the flexibility for growth as the organization expands. The EA licenses City staff to connect to Windows servers from desktop computers to share network resources, including storage, email, printers, as well as a centralized repository for managing user access and computer configurations. Due to the benefits and desire to extend these resources to the City's Part-time/Temporary/Seasonal staff (PTS), as well as the annual accounting to "true -up" licenses with MS to account for any growth in Full-time Employees (FTE), it is recommended that the City increase the number of EA licenses allocated from 575 to 885. In Page 1 Packet Pg. 31 O doing so, FTE and PTS will be properly licensed for the features available to them under the EA and in compliance with Microsoft's licensing terms. On July 11, 1995, the City Council approved the use of competitive and co-operative purchasing agreements. This process permits the City to place orders against a competitively awarded, existing public agency contract. The County of Riverside Licensing Solution Provider Agreement Number PSA-0001530 was competitively solicited and awarded on October 22, 2019, allowing the City to take advantage of an existing competitive procurement process to enter into a Microsoft Enterprise Agreement. Staff finds that the County of Riverside Licensing Solution Provider Agreement Number PSA- 0001530 contract through SoftwareOne, Inc., provides the most competitive pricing. The differential cost of $72,754 will properly license the aforementioned PTS and FTE accounts to utilize all licensed MS products and receive enterprise support from Microsoft through the current EA's expiration date of June 30, 2025. ALTERNATIVE ACTION Other action as determined by the City Council. FISCAL IMPACT Adequate funds are available in Information Services expenditure account 1002200-516101 to support the recommended action. ATTACHMENTS Quote - US-QUO-I129413 County of Riverside Licensing Solution Provider Agreement Number PSA-0001530 (available in the City Clerk's Reading File) Page 2 Packet Pg. 32 6.a City of Santa Clarita Date 12/19/2023 23920 Valencia Blvd Suite# 275 Customer No. USSCU-131669 Santa Clarita, CA 91355 Your Reference MS Core CAL Yr 2 TU x310 (MRH) SANTA CLARITA, CA 91355 Account Manager Monte Hunter Your Contact Person GOV US E-Mail gov.us@softwareone.com Our Tax ID 39-1501504 Quote US-QUO-1129413 Invoice Address Shipping Address License Address City of Santa Clarita City of Santa Clarita City of Santa Clarita 23920 Valencia Blvd Suite# 275 23920 Valencia Blvd Suite# 275 23920 Valencia Blvd Suite# 275 Santa Clarita, CA 91355 Santa Clarita, CA 91355 Santa Clarita, CA 91355 SANTA CLARITA, CA 91355 SANTA CLARITA, CA 91355 SANTA CLARITA, CA 91355 Start Date Version Description End Date OS Amount Pos. No. Manufacturer Disc -Lev. Format Lic. Model Lic. Metrics Oty. Unit Price Sales Tax (USD) Contract: SCA-19-70-0169Y EA Enrollment: 48134721 True -Up Yr 2 10 W06-00445 Core User CAL only NON-SPEC/AL Government License and 2 Years SA True -Up Year 2 Windows Microsoft LEVEL LIC&MNT IEAGOV 310 234.69 0.00 72,753.90 Total USD excl. Tax 72,753.90 Tax 0.00 Total USD incl. Tax 72,753.90 Thank you for your request for quote. This offer is non -binding. Prices are subject to change if supplier prices or currency values fluctuate. Unless customer & SOftwareONE have executed a reseller agreement, customer hereby agrees that by placing an order with SoftwareONE customer will be bound by SOftwafeONE's terms & conditions, located at www.softwareone.com, and the placement of your order represents your agreement thereto. If Customer is required by law to withhold any tax from amount payable, the amount payable will be increased so that after making all required withholdings, SoftwareONE receives equal to the amount it would have received had no such withholdings been made. Payment Terms 30 Days net SoftwareOne, Inc. 320 E Buffalo St, Suite 200 Phone: +800 444 9890 Milwaukee, WI 53202 Fax +262 317 5554 USA Email: info.us@softwareone.com Web: www.softwareone.com "Information about data protection at S,Rw One and how we may use personal data and your rights are available hereMtps-M.n/pn—y-statement" Packet Pg. 33 r Q 6.a one Quote US-QUO-1129413 Start Date Version Description End Date OS Amount Pos. No. Manufacturer Disc -Lev. Format Lic. Model Lic. Metrics Qty. Unit Price Sales Tax (USD) Z Shipping Method Electronic Software Delivery LU 2 Quote valid until 01/31/2024 LL1 Prices are based on 30 Days net, FOB SoftwareONE. Shipping and Handling and applicable Sales Tax are additional. Once SoftwareONE places an order is placed with a Licensor, Customer's order will be binding and non -cancelable, except as otherwise provided by the Licensor's Return Policies. CONFIDENTIAL INFORMATION: This Quote, and any attachment is intended only for the person or entity to which it is addressed, and contains confidential and/or privileged information. Any review, retransmission, dissemination or other use of this information to persons or entities other than the intended recipient is prohibited. View or place within PyraCloud: https:/N1.client.softwareone.com/portal/Quotes/DocumentDetail/US/US-QUO-1129413 SoftwareOne, Inc. 320 E Buffalo St, Suite 200 Phone: +800 444 9890 Milwaukee, Wl 53202 Fax +262 317 5554 USA Email: info. us@softwareone.com Packet Pg. 34 Web: www.softwareone.com "Information about data protection at Seflw eOne and how— may use personal data znd your rights ere available herehhps'Owwwsoftwareone comfen/privacy-statemenf. COUNTY OF RIVERSIDE AME"NI)MFNTNO. i TO 71IE L"i .NSING SOLUTION PROVIDER AGREEMENT WITH Software One, Inc. Original Contract Tenn. 1 1/0112019 through 10131/2021 Original Contract ID: PSA-0001530 Effective Date of Amendment: 04/01 /2020 Original Annual Maximum Contract Amount: $0 Amcndcd Annual Maximum Contract Amount: $0 This AMENDMENT NO. 1 TO THE LICENSINO SOLUTION PROVIDER AGREEMENT with Software One, Inc. ("First Amendment"), dated as of 01 April 2420, is entered into by and between the County of Riverside ("COUNTY"), a political subdivision of the State of California, and Software One, ltw. ("CONTRACTOR"), a Wiscojj st,t corporation, sotttctimus colleclively referred to as the " Farttes". RECITALS WHEREAS, COUNTY and Microsoft Corporation ("Microsofl") have catered into that certain Micros -oft Enterprise Agreement (Masher Agreement No. 8084445; the "Master Agreement"), cf%ctivc Augrlst 23, 2019, tinder 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 PS1'A-0001530 (the "Agreement") to provide support services to COUNTY and its EDrolled Affiliates (as defined in the Master Agreement) for said licenses? and WRETREAS, COUNTY and CONTRACTOR nu}v 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 acknowledgcd, the Patties agree as Follows. The above; recitals am true and correct, and are incorpo atM herein by reference. 2. Section 4 oftltc 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 [�:rrninaited eurlier (tile "Terin")." 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 (L P) Reporting of Active Enrollments to Master Microsoft E.nterprise Agreement No. 8084445, Select Plus Agreement No. 7756479, Microsoft Pt`emier, Unified, and MCS Support services, showing a list of enrollments by December 15111 of each year. Forms shall be submitted eleuronicailiy to MosterMicrc)softAdniija@i-ivcc.org. A copy of the form is attached hereto as Exhibit D and incorporated heruiu by rctercnce." 4. Capii.ali ed Terms/Ainendmcrit to Ptvyail. Unless defined herein or the context requires otherwise, all capitalized terns 'herein shall have the menning defined in the Agreement, as heretofore 4 ROS agenda 0_16 Approved 22 4ctaher 2619 Form #11"11 Revision Dale; 0111312016 RCiT 3450 101 Sveei, Riverside, CA 92501 111N4C N1-)MF=NT NO, I TO TI.[F. LICENSING S01,I)TION PROVIDER AGREEMENT WITI I Sclfman'.' 01je, 111c. :IIY1cIzdW. The Provisions of [Ilia Fi1•st i11t widalleatt shall prevail over any inconsistency or cOnf lding pr❑ti sbjis of 1he Aemulllcnt, as livretcaftlrc t•nKbCll&% mid shall suppicircist ihc. Mmvilllllg pj-,Loyj, Iiowa 111(:rC'oL 5, f li~c �P,�iyr Its. L%cel)l as amended or 1110diflecl lurc-11, all CIlc lernls of the Agrecanent sha111 remaill ill rttll force alld c5ccl a1n€I s11311 .tl)llly With Lllc stulw felt -cc m16 c3but. Time is of Illc c8seteue in this First Aall[ ncinl+4tlt 111d the Agr4?4.`I11e it and each wind all of 111cir resl)ecllye JW003i011s, Stt�jecl to Lhu pmvisicuts of tilt; Aglc4 ulclll as to assignment, the clgi'� s n44nts, conditions and pmvl1 iulls hercin contained shall apply l(} €111cl l)incl 111c lleiMr u5;MI101*S, u(Immi.straws, staxc,.sclrs and azzigns eaf [lie parlies hurclo. If any pruvisiolls rat` this first Amc:ndmem or 1h4 Agreement ;+M11 bt dett;a'InirtCcl [ca he illegal 01- uircnfbrucabie, such (letel-MilMliolt ::hall ImL .Albet €Ill]+' [Miler provisiao W' lllc Agl� anent :tnciill) sud othur provisk}ns shill ra;llmin ill full Fora: Ind cl'lcct. The language ill .111 i).11'LS ol'thu Agrwmt:>Itl shall bc; CUIl;fll' 10 3c;cutdMg to it4 normai anci uncial 111Clttlill8 Mid not strictly 14 or aguinsl citillcr C.'f}l>flNTY or CONTRACTOR. 1'i, Lfl` �tivc DOW, This FitsL fist] mi.linwil shall not Inc hillctink, ase is IN1.l1111laittcd u+atil iLs approval by the Rivcl;sicle COL1llty I'3cttn•cl a1-5tal�ccuistlrs mid I'tall)� exectl[cicl I7ytthe Parties. IN WITNESS WHERECDI<, dw Panic 11Lrelc) have caused that[' duly :aut114'rl•ized representlltiver, tc, vxtxutc 11ils Virsl Amami 111 ema COUNTV 0It'+' 111VEI?SIi}C, 4 political subdivi-ioll he &acul,cillilbriliki lttchslyd R. 11al Senior Pro CUvemenI Cnni.rack SWialist . h APPROVED AS TO FORM: Oreg l[y P_ Priamos C'Uunty Counsel LA manna h Deputy County Counsel EIQSacLam];i i13.1G Ailmmorud 22Oc.Inkgr 201{1) Farm -011G.311 Revision Dale:0111312016 Sc>I'i`t4u:> no 01w, Inc, a Wisconsin wrlaoaation r By Mvr�;tir - Alrc>d;lc:l fF. Operation Ainlysl Dated; HOT M rQ 141" Sii cal. WWraid a. CA 925Di 2 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: 1. 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 Iimited 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"). 5. 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 Page 1 of 11 OCT 2 2 2019 3, 1 U 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. 9084445, 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 MasterMicrosoftAdmin@rivco.org. 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 (IOOK*.5%). RCIT will invoice the Awarded LSP annually based on the enrollments verified from the Page 2 of 11 11. 12. Licensing Solution Provider Agreement Number PSA-0001530 "Reporting of Active Enrollments" list submitted by December I5th 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. Contract Management: The contacts for this Agreement for COUNTY shall be both RCIT and Purchasing as listed below. COUNTY Primary Contact: Jim Smith 3450 14th Street Riverside, CA 92501 CONTRACTOR contact: Shelly Bodine 20875 Crossroads Circle, Suite 1 Waukesha, WI 53186 COUNTY Secondary Contact: Rick Hai 2980 Washington Street Riverside, CA 92504 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. 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 Page 3 of 11 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 worst 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 1996, 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 performmance 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. seq), the Federal Civil Rights Act of 1964 Page 4 of 11 Licensing Solution Provider Agreement Number PSA-0001530 (P.L. 88-352), the Americans with Disabilities Act of 1990 (42 U.S.C. S 1210 et seg.) 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: � f -�_— -- By: Kevin Jeffries, Chairman Margarita Apodaca Board of Supervisors Operations Analyst Dated: O C T 2 2, 2019 Dated: 10/16/2019 ATTEST: {eeia Harper CIerk of the Board , By. eputy APPROVED AS TO FORM: Gregory P. Priamos County Counsel By: D'— (Q(- �usanna Oh, Deputy County Counsel By: Laura Reyes Account Team Manager Page 5 of 11 01"1 2 2. 2019 "� l LP Licensing Solution Provider Agreement Number PSA-0001530 Exhibit A Microsoft Enterprise license subscription and services Line Description Price Level Maricu % Enterprise Online Services" (including Full USLs, From SA USLs, I Add-ons and Step Ups) M365 E3 and E5, Enterprise Mobility+ Level D Security E3 and E5, Office 365 Enterprise El or E3, Windows 10 Minus 2% 2.10 Enterprise E3 or E5. 2 Enterprise Products Office 365 Pro PIus, Windows 10 Enterprise, Core CAL Suite, Enterprise CAL Suite. Level D 2.10 Additional Products M365 Fl, M365 E5 Compliance, M365 E5 3 Security, Office 365 Enterprise Fl, 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 Seiner and Cloud Enrollments 4 only) SharePoint Server, SQL Server, BizTalk Server, Visual Studio, Level D 2.10 Core Infiastructure 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 Page 6 of 11 Licensing Solution Provider Agreement Number PSA-0001530 Exhibit B License Support Provider (LSP) service rates Certified Line Description Competency Hourly Rate YcS NO) Data and Artificial Intelli ent I Build Intelligent Apps Yes $175 2 Build Intelligent Agents Yes $175 3 Machine Learning Yes $175 4 Internet of Thins Yes $175 5 Globally distributed data Yes $175 6 OSS Databases Yes $175 7 CIoud 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 2 Field Service No $175 3 Marketing No $175 4 Talent No $175 5 Finance and Operations No $175 6 Business Central No $175 7 Power Apps Yes $175 8 Power BI Yes $175 Apps and Infrastructure 1 Azure Stack Yes - $175 2_ High Performance Co m ute Yes $175 3 Cloud Native Apps using Serverless Yes $175 4 Modernize Apps Yes $175 5 SAP on Azure Yes $175 6 Linux on Azure Yes $175 7 Dev O s Yes $175 $ Business Continuiiy & Disaster Recove Yes $175 9 Windows Server on Azure Yes $175 10 Security & Management Yes $175 11 Datacenter Migration Yes $175 Page 7 of 11 Licensing Solution Provider Agreement Number PSA-0001530 Exhibit B (cont.) License Support Provider (LSP) service rates Line Description Certified Competency (Yes/No) Haur3y Rate Modern Workplace 1 User Adoption & Change Management Yes $175 2 Security Yes $175 3 GDPR & Compliance Yes $175 4 Teamwork Yes $175 5 Calling & Meetings Yes $175 6 Modern Desktop Yes $175 7 Office 365 Migration Assistance Yes $175 7a Mail Yes $175 7b Teams Yes $175 7c SharePoint Yes $175 7d OneD;Yve Yes $175 Page 8 of 11 Licensing Solution Provider Agreement Number PSA-0001530 Exhibit C Microsoft LSP Participation Form DAV1 ROGERS IErTNIFERIIILBER.ACIO Assistant Chief Executive Officer Enterprise Applicationstu-eau Chief Information Officer r I T B GUSTAVO I�AZQUEZ, AC'IO " Converged C'ominunications Bureau JIM SMITIT Public Safety Enterprise Conrrnuuications Chief Tcchuoingv Officer GIL XTEJIA, ACIO Technology ServicesBrtrexu Microsoft LSP Participation Form (RFQ -9RTVC0-2020-RFQ-0000048 Attachtnent 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: RI3airebriv,- eo.org Riverside, CA 92501 County of Riverside TIN A. 95-6000930 Company Nance: Soft vure One. Inc. Name: Shelly Bodine Title: S'LE-D General lblana?er Address: 20875 Crossroads Cir. tiTE l City: Wtiukcshu WI Zip Code: 53186 Telephone #: 800-400-9852 Fax 9: Email: S1rellv.]3oditre it,,Soft%varuQ L ,coast 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 4R1VC0-202()-RFQ-0000048 and any subsequent contracts and / or amendments. By signing below, 1 also agree that till 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 resultinthe award being rescinded. %4J ` 11-a- 9i 1612019 Signature Date Shelly Bodine SLED GeueralTVlanager Printed Name Title Page 9 of 11 GAVE ROGERS Assistant Chief Executive Officer Chief Information Officer JIM SMITH Chief Technology Officer Microsoft LSP Participation Form (RFQ #RTVCCI-2020-RFQ-0000048 Attacht-rent 3) Complete this form and return to Attention: Rick Hai E-mail: RHai('io rivco.orq Company Name: Software one, Inc. Name: Shelly Bodine Address: 20875 Crossroads Cir. STE 1 JENNIFER HILBER, ACID Enterprise Applications Bureau GUSTAVO VAZQUI:Z, ACID Converged Communications Bureau Public Safety Enterprise Communications GIL MEDIA, ACIO Technology Services Bureau Payment should be made to: Riverside County Information Technology 3450 14th Street, Fourth Floor Riverside, CA 92501 County of Riverside TIN #: 95-6000930 Title: SLED General Manager City: Waukesha, WI Zip Code: 53186 Telephone#: 800-400-9852 Fax #: Email: Shelly.BodineOSoftwareONE.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 1 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. "Signature ,' Margarita Apodaca Printed Name 10116/2019 Date Operations Analyst Title Licensing Solution Provider Agreement Number PSA-0001530 Exhibit D Microsoft LSP Reporting of Active Enrollments Form LSP Name Company name RIVCO Contract ID R1VCO-20800-00x-xx/xx Microsoft Agreement Numbers O3E69633, 01E73134, AND NEW Master Enrollment Enrollmen t Number: Enrollment Entity: Start Date; End Date: Annual Spend Enrollment Contact: Enrollment Contact Email: Enrollment Contact Tel: 8084445 87654321 Riverside County Information Technology 1/01/1 2 12/311.1 6 $645,000.00 John Doe John.Doe@riverside.org 951-555-1212 Page 10 of 11 Licensing Solution Provider Agreement Number PSA-0001530 Exhibit E Master Agreement Attached include the followings: 1) Signature Form 2) Microsoft Enterprise Agreement 3) Microsoft Enterprise Agreement Amendment Page 11 of 11 Microsoft Document Headersheet This is for informational purposes only '" M SLI (nnsi_i 5-0000004275258 Tracking Number) Doc Type: Signature Form Do not modify the formatting or spacing of this Forrn above this text Subsidiarw: Account Manaqer Name / Alias: Country: United States LAR/LAD/ESA: Insight Direct USA, Inc. Pra ramNersion EA 6 2016 (Scanning Code) ACCOUNT: County of Riverside Comments: Outsourcer Name: Business Agreement Number: Master Agreement Number: 8084445 Agreement Number: Purchase Order Number: 8/23/2019 9:42:56 PM Microscift Program Signature Form PABNIMSA wimher Py Aryrr. meiHriir,hrr y{ �7 O yi%jam) Volume Ucensfng 004-kayleed-g-04 Note. Eisler the applrCable active nurnberi n%sociated wilh the documents below. Mic.roguft requiies the associated active number be indicated here, or fisted below as new. For the purposes of this form, 'Customer" can mean the signing enlity, Enrolled Affiliate, Government Padner, InslJtulion, or pther party entering into a volume llronsing program agrermenl, This signature feria and all contract documents. identified In the table below are entered into between the Customer and tho Microsoft Affiliate signing, as of the effective dale identilied below. Enterprise Agreement X20-10209 •�Gt7[]OSP. A reernenl%- Document Number or Codr' Choose A rcement> Document Number or Code <Choose ,�qreemenl> _ Document Number or Code <Choose Acfreenient> <Choose E nroIIment/Re istration > Document Number or Code_ DooU'M' ent Nulr11)er ar Code <Choose Enrollment/Re istralion> Document Number or Code <i hc,ase Cnrolimenf#Re isfration> Ctocumenl Number or Code <Choose EnrollmentiRe istration> Document Number or Code <Choose Enrollment/Reg istrat ion> Amendment to CorrlraCl Documents r Document Number or Code CTNt-CPT-4PT-FWK (ne:v)__--_ _ W_ 1 + lay signing below, Customer and the Microsoft Affiliate agree that both parties (1) have roccived, read and undersland the above conlracl documents, including any websites or documents incorporated by reference and any amendments and (21 agree to be bound by the terms of all such documents. I Name of Entityyy(m t b .le 1 e ttity name)' County of Riverside Signature" /1� -t Printed First and Last Name` Prhited Title S r @r6CfAr-e&I-'.K;4-10t4 tYAj -tea C, 4, 1, I - Signature Date' O F1-2 a / -2 o Tax ID hVicales required field r r I P�a�run5ignt=aarnitelS:i[y+�p[hIA,LaIArr.�ExkifiA.MLlt�i'aC:i({�uyZ+jl�ii I�art}olv� _F'r',V },a l y, _ } . K -`a1 _ '^. rllrfzSi:r: �l:iy4fi;,,: MT �' i . 11 Y Microsoft Corporation Signature e� SQ �® Printed Firstand Last Nae m t Microsoft Corp rattan Printed Title AUG 2 3 019 Signature Date [fate rollWosort Affiliate counte(WepS) Chance K rail Agreement Effective Date � �j /'�j Dul Authorized J Licrosoft n behalf of {r.,ay he cYfirr?nt Ihan f�tfvavuft s 5!{lnnEu,+e cia?4•} Cor Q (fX j 3 I aD oratiolt r Optional end Ctistorner signature or Outsourcer signature (if applicable) I Name of Entity (mtisl be legal entity name)" Signature" Printed First and Last Nance" Printed Title i I Signature pate' "irufir^a1t,.e rwnrrirnr! r;Arr1 Name of Entity (must he legal entity name}" Signature' Printed Firstand Last Nafrie" Printed Title Signature Date" . nnunrco Iry lill1164r rraru I If Customer requires physical media, additional conlar.Is, or is reporting multiple preulrius Enrollments, include_ the appropriate forrn(s) wilh this signature forth. After -this signature form is signed by the Customer, send it acid the Corltraot Documents to Customer's channel parinor or Microsoft account manager, who roust submil Them to the following addreg.r. When the signature form Is fully executed by Microsoft, Customer will receive a r nnfirinalioo copy. Microsoff Corporatiorr Dept. 551, Valuine t-icensing 6100 Neil Road, Suite 210 Reno, Nevada 80511.1137 USA I I f'rogrleltSlgnroirnr:A3Sitll�ittdA.l nrAni):MHAAI Itt NGI{Aup?R1dl Va_Ic 2 of r I I Microsoft Document Headersheet * This is for inforinational•purposes only' MS LI : (MSLI 5_00000041 75258 Tracking Number) F Doc Type: Agreement Do not modify the formatting or spacing of this Form above this text Subsidiary: Country: United States LARILADIESA: I Insight Direct USA, Inc. I r ProgramNersion I EA 6 2016 r ACCOUNT: County of Riverside Qutsourcer Name: Business Agreement Number: i Master Agreement Number: 8084445 r Agreement Number: Purchase Order Number: r Comments: Account_ Manager Name I Alias: (Scanning Code) �sl Volume Ucensing Enterprise Agreement State and Focal Not for We with Ru9soft nosiness Agreemi-nt orMk,..rGsofl nrigtness and firevices Ayrernjeait r This thlcrosofl 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 tinder this Agreement or the date Microsoft accepts this Agreement, whichever is earlier. This Agreement consists of (1) these Agreerinent terms and conditions, including any amendments and the signature form and all attachments identified`therein, (2) the Product Terms applicable to Products licensed under this Agreement, (3) the Online Services Terms, (4) any Affiliate Enrollment entered: Into under this Agreement, and (5) any order submitted under this Agreement, Please note: Documents referenced In tills Agreement but not attached to the signature form may be found at Iillo,1Amw.Pnicrosoft.cornr'liceiistn. Jcontracts and are incorporated in this Agreement by reference, Including the Product Terms and Use bights. These documents may contain additional terms and conditions for Products licensed under this Agreement and may be changed from time to time. Customer should review such documents careftdly, both at the time of signing and periodically thereafter, and fully understand all terns and conditions applicable to ProdLlCtS licensed. Terms and Conditions 1. Definitions, "Affiliate" means a. with regard to Customer, I (1) any government agency, department, office, instrumentallty, 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; (it) any county, borough, comr6nwealth, city, municipality, iaNvn, township. Special purpose . district, or other similar type of governmental instruntientallty established by the laws of Customer's state and located within Customers state jurisdiction and geographic boundaries; and (ifi) 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 its Affiliates shall not, for purl3asas of this definition, be considered to be Affiliates 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, "Cuslomer" means the legal entity that has I entered into this Agreement with Microsoft. "Customer Data" means all data, including all text, sound, software, image, or video files that are provided 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 Affiliate" means on entily, eithpr Gusforner or any one of Gustomer's Affiliates that has entered Into an Enrollment under this Agreement. EA2010AI.Jr(VS)4LC;(ENG)(N0V20IG) pncge I of I r Dncuoient X2V-1(12U0 "Enrollment" means the document that an Enrolled Affiliate submits udder 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, I "Fixes" means Product fixes, modifications or enhancements, or their derivatives, that Microsoft either releases generally (such as Product service 1packs) or pravides 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 cotiklered Subscriplion Licenses. 'Microsoft" means the Microsoft Affiliate that has entered fnlo INS Agreement or an Enrollment and its Affiliates, os appropriale. 'Online Services' means the Microsoft-hosteld services identified as Online Services in the Product Terms. "Online Services Tends" means the additional terms that apply to Customer's usr; of Online Services Published on the Volume Licensing Site and'updaied from time to time, "Product" means all products identified in the Product Terms, such as all Software, Online Services and otherweb-based services, including pre-release or beta versions. "Product Terms" means the document Mat pi'0\4des information about Microsoft Products aril Profession,11 Services available through volume licensing. The Product Terms document Is published on the Volume Licensing Site and is updated from time to time. "SLA" means Service Level Agreement, which specifies the mininwin service level for Online Services anti is published on the Volume Licensing Site. "Software" fneans lioeW► ecl copies of Microsoft software Identified on the Product Terms. Software does not include Online Services, but Software may be part of an Online Service, "Saftware Assurance" Is an offerinq by Microsoft that provides new version rights and other benefits for Products as further described in the Produc(Terms. 'Trade Secret" means information that is not genertally known or readily ascerlainable to the public, has econamic value as a restdt, and has been subject to reasonable steps under the circumslances to mainlaln its secrecy. "use" or "run" means to copy, install, use, access, display, run of otherwise interact. "Use Rights" means the use rights or terns 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 riser license agreement that accompanies a product. The Use Bights 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 Site" means titn:f+ww., .r ilcrosoft,comdlic_ensincl cnittrac�ls or a successor site, 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 forl Products by entering into Enrollments. 13. Enrollments. The Enterprise orograim gives Customer and)or its Affiliates the ability to enter into one or more Enrollments to -order Products, Subscription Enrollments may be available for some of these Enrollinenls, Notwithstanding any other provision of this Agreement, only Enrolled Affiliates Identified in an Enrollment will be responsible rar complying with the terms of that Enrollment, including th'Ie terms of this Agreement incorporated by reference in that Enrollment. k=i17.RICFx�r(S,r$)til (;%FN(;)(Nov201ti} r1;1ON 2 of 11 DDrurnenl X20-1D709 c. Licenses. The types of Licenses available are f'1) Licenses obtained under Software Assurance (L&SA), and (2) Sub'scription Licenses, These License types, as well as additional License Types, are further deschbed in the Product List. 3, Licenses for Products. a. License Grant., Microsoft grants Ilse Enterprise a non-exclusive, worldwide and limiter) right to download, install and use software Products, and to access and use the Online Services, each in the quantity ordered under an Enrollment. The rights granted are subject to the terms of this Agreement, the Use Rights nwl the Product Terms. Microsoft reserves all rights not expressly granted in this Agreement. h. Duration of Licenses. Subscription Licenses and most Software 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 noted in (he applicable Enrollmenl 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. t (I) Products (other than OnI169 Services). The Use Rights In effect or) the effective date of the applicable Enrollment term will apply to Enterprise's use of theversion of each Product that is current at the time. For future ;versions and new Products, the Use Rights in effect when those versions and Products are first released will apply. Changes Microsoft makes to the Use Rights for a particular version will not apply unless the Enrolled Affiliate chooses to have those changes apply. The Use Rights epplieable, 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 chance which Use Rights apply to chose Licenses, (11) 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 air earlier version of a Pr4dL1Ct 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 eailior 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 maintain continuous Software; Assruance'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 releasers, even if En -cited Affiliate chooses riot to use the new version Immediately- (1) Except 7s otherwise permitted tinder an Enrollment, use of the new version will he subject to the new version's Use Rights. (ii) II the License for [tie 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. f. License confirmation. This Agreement. the applicable Enrollment, Enrolled Affiliate's order confirmation, and any documentation evidencing transfers of perpetual Licenses, together with proof of payment, will he Enrolled Affiliate's evidence of all Licenses obtained under an Enrollment. En20I6Agr(LJS)SLG(EhJGIJNcvQ2Oi6) Pane 3 d11 r Do owcat K211.10200 g, Reorganizations, consolidations and privatizations. If the number of Licenses coverer) I>y -all Enrollment changes by more than ten percent as a result of (1) a reorganization, consolidation or privatfzatiori of an entity or an operating 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 thlyd party that has an existing agreement or Enrollment; Microsoft will work with Enrolled Affilivic in good faith to determine how to nccornmodate its changed circumstances in the context of ihis Agreement. 4. Making copies of Prodilcfs and re -imaging rights.. a. General. Enrolled Affiliate m4 make as many copies of Products, as it needs to distribute them within the Enterprise., Copies must be true and r:omplete (including Copyright and trademark notices) from maslevcopies obtained from a Microsoft approved fulfillment source. Enrolled Affiliate may use a third party to make these copies, bot Enrolled Affiliate agrees it will be responsible forany third party's actions. Enrolled Affiliate agrees to make reasonable efforts to notify its employees, agents and any other individuals who use the Products that the Products are licensed from Microsoft and subject to the terms pf this Agreement. b_ Copies for train inglevaluation and back -tip. For all Products other than Online Services, Enrolled Affiliate may: (1) use tip to 20 complimentary copies of any licensed Product in a dedicated training facility on its premises for purposes of training an that particular Product, (2) use Lip to 10 complimentary copies of any Products for a 64-day evaluation period, and (3) use one complimentary c py of any licensed Product for 1}8Cl{-up or archival purposes for each of Its distinct geographic locations. Trials for Online Services may be available if specified in file Use Rights. c, Right to re -image. in certain cases, re -imaging is permitted 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 Acgreementlmay generally be 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 acquired from the separate source for each Product that ir, re - imaged, (ii) The Product, language, version, and components of the copies made roust be identical to file Product, language, version, and all components of the copies they replace and the number of copies or instances of file re -imaged Product permitted remains the same. (ill) Except for copies of an apeIating system and copies of Products licensed under another Microsoft program, the Product type (e.g,. Upgrade or full License) re -imaged must he identical to the Product type licensed from the separate source. (iv) Enrolled Affiliate must adhere 10 any NOCILlcl-specific processes or requirements for re - Imaging identified in the Product Terms, Re -imaged Products remain subject to the terms and use rights of the License acquired from the separate source. This subsection does not create ar extend arty Microsoft warranty or support obligation. 5. Transferring and reassigning Licenses_ a. License transfers. License Iransfers are not permitted, except that Customer or an Enrolled Affiliate may transfer only hilly-iJaid perpetual Licenses to! (i) an Affiliate, or (ii) a third party solely in connection wills the transfer of hardware or employees to whotm the Licenses have been assigned as earl of (A) a pr ivalizatfori of an Affiliate or agency or of all L.�2Lti fief (IJ 81�1 G{EhJ{3}(Idnv2D l r} Page 4 of 1-t Docu+110111 x20-'IclZoD operating division of Enrolled Affiliate or an Affiliate, �B) a reotganizalfon, or (C) a consolidation. r Upon such transfer, Cuslomer'of Enrolled Affiliate must uninstall and discontinue using the licensed Product and render any copies unusable. b. Notification of License Traosfer. Enrolled Affiliate must notify Nlicrnsoft of a License transfer by completing a license. transfer form, which can be obtained from 11tto_1lwww.m!CFO soft.onnrli:Gen$Iiiolomiirpicts and sending the completed form to Microsoft before the License transfer. No License transfer will be valid unless Enrolled Affiliate provides to the transferee, and the transferee accepts in writing, doCLinlernts sufficient to enable the transferee to ascertain the score, purpose and limitations of the rights granted by IUlicrosofl under the licenses beinr{ transferred (inctudingthe applicable Use Fights, use and transfer restrictions, warranties and limitations of liability). Any license Iransfernot made in compliance wilh 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 S00jare Assurance way be reassigned within the EnleiprXe as described to the Use Rights. 6. Term and termination. a. Terns. The tern of this Agreement will be 36 full calendar months from the effective date unless terminated by either party as described below. Each Enrollment will have the term provided in that Enrollment. b. Termination without cause. Either parry may terminate this Agreement, without cause, upon 60 days' written notice. In the evenl of termination, new Enrollments will not he accepted, but any existing Enrollment will continue for the term of such Enrollment and will continue to be governed by this Agreement, c. Mid-term termination for non -appropriation of Funds. Enrolled Affiliate may terminate this Agreement or an Enrollment without liability, ponalty 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. it, Termination for cause. Without limiting any other reinedies it may have, either party may terllrinAe an Enrollment if ills other party materially breaches its obligations tinder this Agreement, including any obliga'tion to submit orders or pay invoices. Except where the breach is by its nature not curable within 30 days, the terminating party trust give the other party 30 days' notice of its intent to terminate and an opportunity to cure the breach, If Microsoft give$ such notice to an Enrolled Affiliate, Microsoft also will give Customer a copy of that notice and Customer agrees to help resolve the breach, If the breach affects other Enrollments and cannot he resolved between Microsoft and Enrolled Affiliate, together with Customer's help, within a reasonable period of time, Microsoft may terminate this Agreement and all Enroliments Linder it, if an Enrolled Affiliate ceases to be Customer's Affiliate, it must promplly notify Microsoft, and Microsoft may terminate the former Affiliate's Enrollment If an Enrolled Affiliate terminates its Enrollment as a result of a breach by Microsoft, or if Microsoft terminates an Enrollment because Enfolied Affiliate causes 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 tenrlinales its Enrollment as a result of a breach by Microsoft, or (2) if Microsoft terminates an Enrollment because the Enrolled Affiliate has ceased to be nn Affiliate of Customer, or (3) Enrolled Affiliate terminates an Enrollment for non - appropriation of funds, or (4) Microsoft terminates an Enrollment far non-payment due to non - appropriation of funds,, then the Enrolled Affiliate will have the following options: (i) it may immediately pay the total remaining amount due. in.cloding all in0allmenls, in which case, the Enrolled Affiliate ill have perpetual rights for 911 Licenses it has ordered: or i hA101tiJ1gi{utipS�C�lkr�r;}lAloV1(]I L'.1 Nayc_ 5 ur 91 r rrncrunFrll X2nAM(19 (it) It may pay only amounts dud as or the. termination elate, in which case the Enrolled Affiliate will have perpetual Licenses for: 1) all copies of Products (including the latest version of Prodr.rcts ordered under SA coverage In the current term) for which payment has been made in full, and 2) 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 payments paid versus total amounts due (paid and payable) if the early termination had not occurred. (ili) In the case of early termination under subscription Enrollments, Enrolled Affiliate will have the following options: -1) For eligible Products, Enrolled Affiliate may obtain perpetual Licenses as described in the section of the Enrollment tilled "Buy-out option," provided that Microsoft receives the buy-out order for those Licenses within 60 days after Enrolled Affiliate provides notice of termination, 2) In the evert of a brea�ih by Microsoft, If Customer chooses not to exercise a buy-out option, Microsoft will lssue 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, r Nothing In this section shall affect perpetual License rights acclulred either in a separate agreement or in a prior term of the terminated Enrollment, f. Effect of termination or expiration. When an Enrollment expires of is terminated, (i) Enrolled Alflliale must order Licenses for all copies of Products it has run for which it has not previously submitted an order. Any and all unpaid payments for any order of any kind remain due and payable. Except as provided in the Wbsectloo Ntled "Early termination," all unpaid payments for Licenses immediately become due and payable. (It) Enrolled Affiliate's right to Software Assurance benefits under this Agreement ends if it does not renew Software Assurance. Modification or termination of an Online Service for regulatory reasons. Microsoft may modify or lerrminate an Online— Service where Mere is any current or future government requirement or obligation that; (('I) subjects Wcrosoft to any regulation or requirement not generally applicable to IaLlslneSies operating in the jurisdiction; (2) presents a hardship for Idlicrosoft to continue operating the Online Service without modification; and/or (3) carisos 10iorosoft to believe these lerms or the Online Service may conflict with any such requirement or obligation. r h. Program updates. Microsoft may make changes to this prograrn that will make it necessary for Customer and its Enrolled Affiliates to enter into new agreements and Enrollments at the time of an Enrollment renewal. , 7. Use, ownership, rights, and restrictions. I a. Products. Unless otherwise specified in a supplemental agreement, use of any Pfoduct 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 whicl7 it applies, If a Fix is not provided fora r:peciflc Product, any use rights Microsoft provides with the Fix will apply, c. Non -Microsoft software and technolo(fy, Enrolled Affiliate is solely responsible for any non - Microsoft software or technology that it installs or uses with the Products or fixes. I L•A�a1ltiAtlr(USjs�G(FraU1(nl�vzulElPkinocor tr r Oortimeni X20•t 02CAD rl. Restrictions. Enrolled Affiliate must riot (and Is riot licensed to) (1) reverse engineer, decompile, or disassemble any' PrOCiLICt or Fix; (2) install or use non-l-lltcrosoft software or technology in any way that W01-ild subject Microsoft's intellectual property or technology to any other license terms; or (3) work around any technical limitations in a Product or Fix or restrictions in Product clOcurllentation. Customer must not (and is not licensed to) () separate anf run parts of a Product or Fix oil 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 (it) distribute, sublicense, Pent, lease, lend any Products or Fixes; in whole or In part, or use them to offer hosling services to a third party.' e. 14eservation of rights, Frodurts and Fixes are protected by copyright and other Intellectual property rights laws and inlerrialional treaties, Micresoft reserves all rights not expressly granted in this agreement. No ricdhl6 will be granted or implied by waiver or estoppel. Rights to access or use Software on a device do not give Customer any ricdht to i(riplemenl Microsoft patents or other Woros oft intellLtual property in the device Itself or in any other software or, devices. 8. Confidentiality. "Coil fidential Informalion" 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 pi,iblicly available without a breach of this agreement, (b) the receiving party received lawfully from another source without a confidentiality obligation, fc) is Independently developed, or (d) is a comment or suggestion volunteered about the other party's buslnoss, products or services. Each party will take reasonable steps to protect the other's Confidential Information and will use lfie other parly's Confidential Information only for purposes of the parties' business relationship. Netlher party will disclose that Confidential information to third parties, except to its employees, Affiliates, conimctcrs, advisors and consultants ('Representatives") and then only on a need -to -know basis under nondisclosure obligations at least as protective ors this agreement. Each party remains responsible for the use of the Confidential Information by Its Representatives and, in the event of discovery of any imaulhorized use or disclosure, must promptly notify the other party. A party may disclose the other's Confidential Inroariation if required by law, but only after it notifies the othsrpariy (if legally permissible) to enable the other party to seek a protective order. Neither party is regrilred to restrict work assignments of its Representatives who have had access to Confiderilial 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 raw, and each party agrees to limit what it discloses to the other accordingly. I These obligations apply (i) for Customer Data until it is deleted frorn the Online Services, and (ti) for all other Confidential Information, for a period of five years after a party receives the Confidential Information. r 9, Privacy and compliance with laws. a. Enrolled Affiliate consents to the processing of personal information by Microsoft and its agents to facilitate the subject rnalter 'of this Agreement. Enrolled Affiliate will oblairi all required consents from third parties under applicable privacy and data protection law before providing personal information to I.Aicrosoft. b, Personal information collected cinder 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 (ti) will be subject to the privacy terns specified in the Use Rights. ivficrosoft will abide by the requirements of European Economic Area and Swiss data protection r'A201r)At1i(rJ1,)SI r;(f'(rr;)(hli virtu) PcigP 7 or It Obcu1nenl K20•10209 law regarding the collection, Else, transfer, retention, and other processing of personal data from the European Economic; Nua and Switzerland, c, U.S, export, Products and Fixes are subjecl to U.S. export Jurisdiction. Enrolled Affiliate must comply with all applicable international and national laves, including the U.S. Export Adnlinistration Regulations and' International Traffic In Arms Regulations, and end -user, end use and destination restrictions issued by U.S. and other governments related to IVlicrosoft products, services and technologies. 10. Warranties, a, Limited warranties and remedies, (1) Software. Microsoft warrants that each version of the Software will perform substantialty, as described in the applicable Product documentation for one year from the date the Enterprise is first licenseckor that version. it 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, (it) On line Services, Microsofi 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 ere 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, including failure to meet minimum system requirements. These lwerranties do not apply to free, trial, pre-release, or beta pfo&CtS, or to components of Products that Enrolled Affiliate is permitted to redistribute. c. Disclaimer. Except for the `limited warranties above, Microsoft provides no other warrantles or conditlons acid disclaims any other express, implied, or statutory warranties, including warranties of guatity, title, non -infringement, merchnntabillty, 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 settlement, but only if the defending party is promptly notified in writing of the claim and Was the right to control the defense and any settlernprit of it. The party being defended must provide the defending party with all requested assistance, information, and Authority, The defending partywili reimburse the other party for reasonable out-of-pocket expenses it incurs in providing assistance. This section describes the parties' sole remedies and entire liability for such claims. I a. By Microsoft. Microsoft will derend Enrolled Affiliate against any third -party claim to the extent it alleges That a Produck or Fix made available by Microsoft for a tee and used within the scope of the license granted (unmodified from the form provided by Microsoft and not combined with anythltrg else) rnisappropftales a irade secret or directly infringes a patent, copyright, trademark or other proprietary right of a third party.. If Microsoft is unable to resolve a Clain of infringement under commercially reasonable terms, it may, at its option, either (1) modify or replace lire Product or Fix will) a funclional 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 arid any 2mou11t paid for Online Services for any usage period after the termination dale, Microsoft will not be liable for any claims ordamages due to Enrolled Affiliate's continued use of a Product or Fix after hexing notified to stop due to a third -party claim. Ih, By Enrolled Affiliate. To the extent permfiled by applicable law, Enrolled Affilialev.ill defend Kciosolt against any third -pally claim to the extent it alleges that: (1) any Customer Data or i CA2416A91(US)SLG(@I•1e;)(NoY2016i I fags 8 Of 1 Docimicrit k.20,10200 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 anything else, `violates the lair or damages a third party, 12. Limitation of liaibility. ' For each Product; each party's maximum, aggregate liability to the other wider this Agreement is limiled to direct damages finally awarded iii. an amount not to exceed the amounts Enrolled Affiliate was required to pay for the applicable Products during the Iterm of this Agreement, subject to the following: a. Online Services. Por 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 Distrtbutalile Code. For Products provided free of charge and coda that Enrolled Affiliate Is authorized to redistribute to third parties without separate payment to Microsoft, Microsoft's liability is limited to direct damages finally awarded Lift to US$5,000. c. Exclusions. In no event will either party he 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. d. Exceptions. No limitation or exclusions will apply to liability arising out of either party's (1) confidentiality obligations (except for all liability related to Duslolmer Data, which will remain subject to the limitations and exclusions above); (2) defense obligations; or (3) vinitalion of the tither party's intellectual property rights. i 13, Verifying compliance. a. Right to verify compliance. Enrolled Affiliate must keep records relating to all use and distribution of Products by Enrdlled 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 terms, Enrolled Affiliate must promptly provide the Independent auditor with any information the auditor reasonably requests in furtherance of the verification, including access to systems running the Products,and evidence of Licenses for Products Enrolled Affiliate hosts, suhlicenses, or distributes to third parties. Enrolled Affiliate agrees to complete Microsoft',; self -audit process, which Microsoft may require as an alternative to a third party audit. b, keinedies for non-compliance, If verification or self -audit reveals any unlicensed rrse 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 roust reimburse Microsoft for the cost Microsoft has incurred in verification and acquire the necessary additional 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 total number of licenses purchased compared td actual install base. If there is no Unlicensed rrse, Microsoft will not subject Enrolled Affiliate tolanother verification for at least one year. By exercising the rights and procedures described above, Microsoft clops not waive its rights to enforce this Agreement or to protect its intellectual properly by any other means permitted by law. c, Verification process, Microsoft will notify 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 Affillate and Its Affiliates use or distribute. Microsoft will engage an independent auditor, which will be subject to a confidentiality obligation. Any information collected in the self-audil will be used solely far purposes of determininp compliance- This verification will lake place during normal business hours and in a manner that does not interfere unreasonably with Enrolled Affiliate's operations. : nznlFl;�y,tu5}Sr Ca{�rJrt}1hl�v2r11s) P:,cry n t,r 11 Oc ixnenlX2,p•1p2ri8 14. Miscellaneous. a, Use of contractors, Microsoft may use rantraclors 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 mi develop products independently without using the other's Confidential lnforniation. c, Notices. Notices to Microsoft must be sent to the address on the signature form. N6tices must be in writing and will be treated as delivered on the date shown on the relurn receipt or on the courier or fax confirmation of delivery. f'rlicrosvoft may provide information to Enrolled Affiliate about upcormirig ordering deadlines, services, and subscription information in electronic form, including by email to contacts provided by Enrolled Affiliate. Entails will be treated as dNivered on the transmission elate. cl. Agrecrnont not exclusive. Customer is free to enter into agreements to license, use or promote non -Microsoft products: e, Amendments. Any amendmerit to this Agreement must he executed by both parties; except that Microsoft may change the Product Terms and the Use Rights from time to time In accordance with the terms of tits Agreement, Any conflicting terms and conditions contained in an Enrolled Affiliate's purchuse order will not apply. Microsoft may require Customerto sign a new agreement or an amendment before an Enrolled Affiliate enters Into an Enrollment under this agreement, r f- AsslUmnent. Either party may assign this Agreement to an Affiliate, but must notify the other party in writing -of the assignment. Any other proposed assignment must be approved by the non -assigning party In writing, AWgnmenl w14 not relieve the assigning -party of its obligations under the assigned agreement Any attempted assignment withoul required approval will be void, s g. Appncabte law; dispute resolution, The terms of this Agreement will be governed by the laws of C:usiomer's state, without giving effect to its conflict of laws. Disputes relating to this Agreement will be subject to applicable dispute resolution laws of Cust_or ner's state. h. Severablltty. If any provision in'this agreement is helm to be ilnenfomeable, thebalance of (tie agreement will remain in full force and effecl. i, Waiver. Failure to enforce any: provision of this agreement will not constitute a waiver. Any waiver must be in writing and signed by the waiving party. j. No third -party beneficiaries. This Agreement does not create any third -party benefrrlary rights. " K Survival. All provisions survive terrrilnation or expiration of this Agreement except those requiring performance only during the tenor of the Agreement, 1. Management and Reporting. Customer and/or Enrolled Affillate may manage account details contacts, orders, Licenses, software do;vnlaads) on Microsoft's Volume Licensing Service Center ("VLSCx) web site (or successor site) at: IJjs.+iw+ww microsoftcom?ticensiriglsenvicecenter. Upon the effective [late 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. Ctrder of precede"ice. In the case cif a conflict between any documents in this Agreement that is not expressly resolved In lhose documents, their terms will control it) 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 submilted tinder this Agreement, and (6) any other documents in this Agreeitaent, Toirns in an aroer>'drnent control over the amended doctumeni and any prior ameritlments concerning the same subject matter, �A2rrl[ir1_yi(l1StSLG;l IVG](hh�:2ur[if i r'age lO yr lr Dorumenl Y.20-1420 n. Frae Pr4CILICtS. It is MicrosoftI's intent thal the terrlis 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 ifse and benefit of the Enrolled Affiliate, and is not provided for use by or personal benefit of an`y� speclfic government employee. o. Voluntary Product Accessfbflfty Templates. Microsoft supports the government's oblicdallon to provide accessible technologies to its citizens with disabilities as required by Section 50B of the Rehabilitation Act of 1973, and its stale lain counterparts. The Voluntary Product Accessibility Templates ("VPATs") for Ilia Microsoft technologies used In providing the Online Services can be found nt Microsoft's VPAT page. Further information regarding Microsoft's comniifinent to accessibility can be foLind at I)fto.l(wvrr.rrlfcrosofl.com.+enable. p. Natural disaster, In the event of a "natural disaster," Microsoft may provide additional assistance or rights by posting them on,htto:Y1AA.Vw.III icrosoft, con) at such time. y- Copyright- violation. Excepl as set rath in the section above entilled "Transferring and reassigning Licenses", the Enrolled Affiliate agrees to pay for, and comply with the terrris of this Agreement and the Use Rights, for the Products it uses. Except to the extent Enrolled Affiliate Is licensed under this AgreeriiW, 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, EA 201Cu1grlllfi)3LG(EMG)1M1Inv201151i I N14C 11 of I I Dolml (ail X211-1021,9 Supplemental Contact Information Form This form can be used in cornbination with MBSA, Agreement, and EnrolimentlRegistration. However, a separate form must be submitted for each enrollment/registration. when more than one is submitted on a signature torn. For the purposes of this form, 'entity" can mean the signing entity, Customer, Enrolled Affiliate, Government Partner, Institution, or other party entering into a volume licensing program agreement. Primary aria Notices contacts in this form will not apply to enrollments or registrations. This fom) applies to: © PABSA i Agreement ❑ Enrollment/Aff1iliale Registration Form Insert primary entity nanne if more than one EnrodlmenitRegislration Form is aubmllted Contact information. Each party will notify the other in writing if any of the information in the following contact information page(s) changes- The asterisks (') indicate required fields; if the entity chooses to designate other contact types, the same required fields olusl be oorilpleted for each section. By providing contact information, entity consents to Its use for purposes of administering the Enrollment by fulicrosoft and other parties that help 'Microsoft administer this Enrollment. The personal information provided in connection with Mis agreement +.aill be used and protected according to the privacy statement available at tlttris:r T[[ censing , m rcrov aft_com. 1. Additional notices contact. This contact receives all notices that are sent from Microsoft. No online access is granted to -this individual, Name of entity' County of Riverside Contact mane'; First Regina Last Funderhurk Contact email address* RFunderburk@rivco,org Street address` 3450 14th Street, 4lh Floor City" Riverside statelProvince" California Postal code' 92501-3861 Country" USA Phone" 951-955-2265 Fax r ❑ -this contact is a third party (nay the enlity). Warning: '['his contact receives personally identifiable information of the entity. 2. Software Assurance manager. This contact will receive online permissions to manige the Software A :surance benefits under the Enrollment or Registration. Name of entity' County of Riverside Contact name`: First Regina Last Funderburk Contact email address` RFunderbLirt(r)ducc.org Street address* 3450 '14th Street, 4th Floor, City"Riverside 5tatelProvince' California Postal code' 92501-3861 1 i itlr�G�iSr:ICil�fnF4m1(rdA,l.rnytr_r�E,lrc;rch,}i:;} ���,gc � flr:i 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. 3. Subscriptions manager. This contact will assign fu1SCN, Expression, and TechNet Plus subscription licenses to the Indiviclual subscribers Linder 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 Regirla Last FLICIdeiburk Contact email address' RFunderburk@rivco.org Street address* 3450 141:11 Street, 4th Floor City* Riverside StatelProvince` 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 Lonely the Enrollment or Registration. Name of entity' County of Riverside Contact name": First Luis Last Flores Contact email address* LFFlores@rlvco.org Street address` 3450 14th Street, 4th Floor City" Riverside StatelProvince° California Postal code" 92501-3861 Country^ USA Phone* 951-955-8114 Fax ❑ This contact is a third party (not the entity). Warning: This contact receivas personally Identifiahle information of the entity, 5. Customer Support Manager (CSM). This person is designated as the Customer Support Manager (OSM) for support -related activities. Name of entity'' County of Riverside Contact name': First Luis Last Flores Contact email address* LFFlores c@?i rivco.org Street address` 3450 141h Street, 41h Floor City'Riverside StatelProvince' California Postal code" 92541.3861 Country' USA Phone" 051-955-8114 Fax 6. Primary contact information. An individual From inside the organization must serve as the printary 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 yuPCaI Page 2 of Contact narw: First Jiro Last Smith Contact emaA address' jimsmith c@rivro.orcg Street address' 345014th Street, 4th Floor City' Riverside 5tatelProvincO CA Postal code* 9260-1-38$'1 Country' US Phone" 951-231-5909 Fax 7. !Notices contact and online administrator information. This individual receives online adminlstr.)tor permissions and may grant online access Ica Others, This contact also receives all notices. ® Same as primary ennfecf Name of entity` Contact name*: First Last Contact email address" Street address' City* statelprovince" Postal Code' Country' Phone" Fax 0 This contact is a third party (not the entlty), Warnings This contact receives personally identifiable information of the entity, 9upf]a,�iacgnfcar'crrantrlfi..inu�j(�hlU}f{lC9'�U131 Fage 3 of 3 Microsoft Document Headersheet k This is for informational purposes only " M E: (MSLI 5-0000004275258 Tracking Number) Doc Type. Amendments Do not modify the formatting or spacing of this Form above this text Subsidiary: Country: United States LAR/LAD/ESA: Insight direct USA, Inc. ProgramNerslon EA 6 2016 Account Manager Name / Alias: (Scanning Code) ACCOUNT- County of Riverside Outsourcer Name: Business Agreement Number: Master Agreement Number: 8084445 Agreement Number: Purchase Order Number. 8/23/2019 9:42:40 PM a' Microsoft Amendment to Contract DOCUments rlglcelnonr fdulnC,cf I . go Oqq-(�s i Volut'ne l_icen_sing, 004-kayleeel•S-04 This mnendmeril (`Amendment") is entered Infn between the parties identified on the altacherl program signature farm. It amends the Enrollment or Agreement identified �ibnve. All terms used Ilnt not drifined In Ibis Amendment velil have Ilie same meanings provided In that Enrollment or Agreement. Enterprise Agreement Custom Terms CTM 1, Socliorl C1a, "Torre", is hereby amended and restated as follows: a, Terin. The Fenn of this Agreement will rernain in effect unloss terminated by either party as deselibed below. Each EorbIlinenl will have the term provided in that Enrollment, 2. The pricing that Micrusufl will offer iEiiralled Affiliate's Reseller for 'Enrailrnenls effective between November 1, 2010 thraugh ClCtober 31, 2021. and that will apply for the entire initial term ar Such E-mollrnenls, is ar; folliaws: Product Pricer Examples include but arc not limited to Level the following": Enterprise Online Services" Level D N1365 &i and E5, Enterprise Mobility + (including Full USLs, From $A minus 2% Security E3 and E5, Office 365 Enlerprise USLs, Add .ons and Step Ups) Le'vei 0— El or E3, Windnws '10 Erlterfrrise E3 or ES Office TG5 Pro Pltas, Utrfn(To tivs 10 Enterprise Products Interprise, Corr: CAL Suite, Enterprise CAL Suite Additional Products Level O N1355 F1, M365 E5 Gomplialice, M365 E5 Sccurlly, Office^ 365 Friterprise F1, Project Online, Visio Online Plan 1 or Plan 2, Dynarnics 365, AZUre, SQL Server, Windo.vs Server, etc. Server and Tools Product Level Q SharePoini Server, SOL Server, I3fzTalk (applies 1u Server and Claud Sorvor, Visual Studio, Coro Infrastructure only) 5uile5, etc. I Ilia anillm . sVrVP-V% III'.AI xre w.4klh1e 9rl HIM-w r11F rnrrinrcrr•ial rip nenrnnr l .-l—A nfl�.inr i]u Ali:/in l F.n7arpsiap {Inhne Servires nr� utcrdiTied ill the Produu, Tuna with the cell �y�Iue of'FO' hi the tublen fqr 'Plowurn A rlijhillly'. irif_ sexlrx, a:! EnlurpijsL fIlline Services is yvbie A l4 chaff-gn as E.1impr se Online .Setvlcls ❑lerZj ded. Mfld ed1fev°5ed ar'(11nNed from the; 17I)[era6se Pfc9f0111 erforinll Exc1rl4ions apply to tht; addilionnl 2% disrokint on Fnlcrpriso Online Scrvir..es as foltmvs; Miuu sl.wcldApil vd 0 Mfo1-CPT•3PT.F -h( 20 Palle I of 2 • The price list month that applies to an order is not o Factor in determining whether the addilional 2% discount on Enterprise Online Services may he applied to an order. The only applicable factor is the effective elate of the Enrollment, • The dlScaunt CIOES not apply to any exiensiens of the initial Tenn or renewal Enrollments. • The discount does nn1 opply to any promotional SICUs. Enrolled Affiliate is entitled to the loner of the proniotionai price or discounted price. The price level that applies to Eniollrnenls effeclive on or afler Noveniher 1, 2021 is Level D for all Produrts. _ The Reseller and Ilia Enrolled affiliate will determine the Enrolled AfFiliale's actual price and payment. terms. Except for Changes matte by this Auieiidmerit, the Enrollment or Agreeinent identified above reniairrs unchanged and in full force and effect. If (here is any conflict bet% -teen any provision In this Amendment acid ally provision in the: EnrollnriKit or Agreement iderilified atmvr;, this Amendirienf shall cantrol. TT This Amendment must he attached to a signatUre form to be valid. oft linernal Use I Riverside C_v_unty L`-FA Amend 8.7.docx 11 C—rKI I CT1-A-CP-J'-OPT-I-VVK I LID AmerzimprJArn v4 Cl r;Tki-GPT-OPT-F1AJK 130 of a. 0