HomeMy WebLinkAbout06 - Three -Year Software License Agreement for Microsoft ProductsQ �EwPpRT
CITY OF
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z NEWPORT BEACH
<,FORN'P City Council Staff Report
December 8, 2020
Agenda Item No. 6
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: Jon Lewis, Chief of Police - 949-644-3701, jlewis@nbpd.org
PREPARED BY: Thomas Encheff, Police Computer Systems Manager,
tencheff@nbpd.org
PHONE: 949-644-3649
TITLE: Three -Year Software License Agreement for Microsoft Products
ABSTRACT:
The Police Department requests City Council approval for a software license agreement
("Agreement") for Microsoft software products with a third -party reseller, SoftwareONE.
The Agreement has a three-year term with a yearly cost of $65,846.15 and a total cost of
$197,538.45.
RECOMMENDATION:
a) Determine that the action is exempt from the California Environmental Quality Act
(CEQA) pursuant to Sections 15060(c)(2) and 15060(c)(3) of the CEQA Guidelines
because it will not result in a physical change to the environment, directly or indirectly;
and
b) Approve a Software License Agreement with SoftwareONE of Waukesha, Wisconsin
for a three-year term for Microsoft software products in the total amount of
$197,538.45, and authorize the Mayor and City Clerk to execute the Agreement.
FUNDING REQUIREMENTS:
The adopted budget includes sufficient funding for this purchase. It will be expensed to
the Software License Renewal account in the Police Department, 0103522-871017.
DISCUSSION:
The Newport Beach Police Department (PD) utilizes Microsoft Server and Microsoft Office
as its standard server and desktop productivity software. The Police Department is
required to maintain on -premise systems separate from the City due to California
Department of Justice data security requirements. The requested Agreement provides
licenses and support to allow the PD to maintain all current versions of both Microsoft
Server and Office installations. The Police Department is using beneficial pricing
negotiated by the County of Riverside in a current Licensing Solution Provider Agreement
(PSA -0001530).
6-1
Three -Year Software License Agreement for Microsoft Products
December 8, 2020
Page 2
The agreement between the County of Riverside, Microsoft and SoftwareONE, allows
other governmental agencies, including PD, access to pricing usually available only to
much larger agencies, providing the lowest available price per volume for the on -premise
Microsoft products. The PD also obtained quotes and verified that SoftwareONE provided
the lowest cost compared to the other vendors listed below:
SoftwareONE
DELL
ENVIRONMENTAL REVIEW:
Staff recommends the City Council find this action is not subject to the California
Environmental Quality Act ("CEQA") pursuant to Sections 15060(c)(2) (the activity will not
result in a direct or reasonably foreseeable indirect physical change in the environment)
and 15060(c)(3) (the activity is not a project as defined in Section 15378)of the CEQA
Guidelines, California Code of Regulations, Title 14, Chapter 3, because it has no
potential for resulting in physical change to the environment, directly or indirectly.
NOTICING -
The agenda item has been noticed according to the Brown Act (72 hours in advance of
the meeting at which the City Council considers the item).
ATTACHMENTS:
Attachment A — Software License Agreement with SoftwareONE
Attachment B — SoftwareONE Price Quote
Attachment C — County of Riverside Licensing Solution Provider Agreement
6-2
Attachment A
Microsoft
Program Signature Form
MBA/MBSA number
Agreement number 8084445
Volume Licensing
Note: Enter the applicable active numbers associated with the documents below. Microsoft requires the
associated active number be indicated here, or listed below as new.
For the purposes of this form, "Customer' can mean the signing entity, Enrolled Affiliate,
Government Partner, Institution, or other party entering into a volume licensing program agreement.
This signature form and all contract documents identified in the table below are entered into between
the Customer and the Microsoft Affiliate signing, as of the effective date identified below
By signing below, Customer and the Microsoft Affiliate agree that both parties (1) have received, read
and understand the above contract documents, including any websites or documents incorporated by
reference and any amendments and (2) agree to be bound by the terms of all such documents.
Name of Entity (must be legal entity name)* City of Newport Beach
Signature*
Printed First and Last Name* Will O'Neill
Printed Title Mayor
Signature Date*
Tax ID 95-6000751
* indicates required field
Microsoft Corporation
Signature
Printed First and Last Name
Printed Title
Signature Date
(date Microsoft Affiliate countersigns)
Agreement Effective Date
(may be different than Microsoft's signature date)
ProgramSignForm(MSSign)(NA,LatAm)ExBRA,MLI(ENG)(May2020)
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Optional 2"d Customer signature or Outsourcer signature (if applicable)
Name of Entity (must be legal entity name)*
* indicates required field
Name of Entity (must be legal entity name)*
Signature*
Printed First and Last Name*
Printed Title
Signature Date*
* indicates required field
If Customer requires additional contacts or is reporting multiple previous Enrollments, include the
appropriate form(s) with this signature form
After this signature form is signed by the Customer, send it and the Contract Documents to Customer's
channel partner or Microsoft account manager, who must submit them to the following address. When
the signature form is fully executed by Microsoft, Customer will receive a confirmation copy.
Microsoft Corporation
Dept. 551, Volume Licensing
6880 Sierra Center Parkway
Reno, Nevada 89511
USA
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: CA 112 2-0
Adhin 1Y. Harp, City Attorney W^ GN"11 o
Attachment A
Microsoft
Enterprise Enrollment
Enterprise Enrollment number 71022701
(Microsoft to complete)
Previous Enrollment number $0599436
(Reseller to complete)
Volume Licensing
Framework ID
pf applicable)
State and Local
This Enrollment must be attached to a signature form to be valid.
This Microsoft Enterprise Enrollment is entered into between the entities as identified in the signature form
as of the effective date. Enrolled Affiliate represents and warrants it is the same Customer, or an Affiliate of
the Customer, that entered into the Enterprise Agreement identified on the program signature form.
This Enrollment consists of: (1) these terms and conditions, (2) the terms of the Enterprise Agreement
identified on the signature form, (3) the Product Selection Form, (4) the Product Terms, (5) the Online
Services Terms, (6) any Supplemental Contact Information Form, Previous Agreement/Enrollment form,
and other forms that may be required, and (7) any order submitted under this Enrollment. This Enrollment
may only be entered into under a 2011 or later Enterprise Agreement. By entering into this Enrollment,
Enrolled Affiliate agrees to be bound by the terms and conditions of the Enterprise Agreement.
All terms used but not defined are located at htti)://www.microsoft.com/licensing/contracts. In the event of
any conflict the terms of this Agreement control.
Effective date. If Enrolled Affiliate is renewing Software Assurance or Subscription Licenses from one or
more previous Enrollments or agreements, then the effective date will be the day after the first prior
Enrollment or agreement expires or terminates. If this Enrollment is renewed, the effective date of the
renewal term will be the day after the Expiration Date of the initial term. Otherwise, the effective date will
be the date this Enrollment is accepted by Microsoft. Any reference to "anniversary date" refers to the
anniversary of the effective date of the applicable initial or renewal term for each year this Enrollment is in
effect.
Term. The initial term of this Enrollment will expire on the last day of the month, 36 full calendar months
from the effective date of the initial term. The renewal term will expire 36 full calendar months after the
effective date of the renewal term.
Terms and Conditions
1. Definitions.
Terms used but not defined in this Enrollment will have the definition in the Enterprise Agreement. The
following definitions are used in this Enrollment:
"Additional Product" means any Product identified as such in the Product Terms and chosen by Enrolled
Affiliate under this Enrollment.
"Community" means the community consisting of one or more of the following: (1) a Government, (2) an
Enrolled Affiliate using eligible Government Community Cloud Services to provide solutions to a
Government or a qualified member of the Community, or (3) a Customer with Customer Data that is subject
to Government regulations for which Customer determines and Microsoft agrees that the use of
Government Community Cloud Services is appropriate to meet Customer's regulatory requirements.
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Membership in the Community is ultimately at Microsoft's discretion, which may vary by Government
Community Cloud Service.
"Enterprise Online Service" means any Online Service designated as an Enterprise Online Service in the
Product Terms and chosen by Enrolled Affiliate under this Enrollment. Enterprise Online Services are
treated as Online Services, except as noted.
"Enterprise Product" means any Desktop Platform Product that Microsoft designates as an Enterprise
Product in the Product Terms and chosen by Enrolled Affiliate under this Enrollment. Enterprise Products
must be licensed for all Qualified Devices and Qualified Users on an Enterprise -wide basis under this
program.
"Expiration Date" means the date upon which the Enrollment expires.
"Federal Agency" means a bureau, office, agency, department or other entity of the United States
Government.
"Government" means a Federal Agency, State/Local Entity, or Tribal Entity acting in its governmental
capacity.
"Government Community Cloud Services" means Microsoft Online Services that are provisioned in
Microsoft's multi -tenant data centers for exclusive use by or for the Community and offered in accordance
with the National Institute of Standards and Technology (NIST) SpecialPub€idation €300-145. Microsoft
Online Services that are Government Community Cloud Services are designated as such in the Use Rights
and Product Terms.
"Industry Device" (also known as line of business device;) means any device that: (1.) is not useable in its
deployed configuration as a general purpose personal computing device (such as a personal computer), a
multi -function server, or a commercially viable substitute for one of these systems; and (2) only employs an
industry or task -specific software program (e.g. a computer-aided design program used by an architect or
a point of sale program) ("Industry, Program")- The device may include features and functions derived from
Microsoft software or third -party software. If the device performs desktop functions (such as email, word
processing, spreadsheets, database, network or Internet browsing, or scheduling, or personal finance),
then the desktop functions: (1) may only be used for the purpose of supporting the Industry Program
functionality, and (2) must be technically integrated with the Industry Program or employ technically
enforced policies or architecture to operate only when used with the Industry Program functionality.
"Managed Device" means any device on which any Affiliate in the Enterprise directly or indirectly controls
one or more operating system environments. Examples of Managed Devices can be found in the Product
Terms.
"Qualified Device" means any device that is used by or for the benefit of Enrolled Affiliate's Enterprise and
is: (1) a personal desktop computer, portable computer, workstation, or similar device capable of running
Windows Pro locally (in a physical or virtual operating system environment), or (2) a device used to access
a virtual desktop infrastructure ("VDI")- Qualified Devices do not include any device that is: (1) designated
as a server and not used as a personal computer, (2) an Industry Device, or (3) not a Managed Device. At
its option, the Enrolled Affiliate may designate any device excluded above (e.g., Industry Device) that is
used by or for the benefit of the Enrolled Affiliate's Enterprise as a Qualified Device for all or a subset of
Enterprise Products or Online Services the Enrolled Affiliate has selected.
"Qualified User" means a person (e.g., employee, consultant, contingent staff) who: (1) is a user of a
Qualified Device, or (2) accesses any server software requiring an Enterprise Product Client Access
License or any Enterprise Online Service. It does not include a person who accesses server software or
an Online Service solely under a License identified in the Qualified User exemptions in the Product Terms
"Reseller" means an entity authorized by Microsoft to resell Licenses under this program and engaged by
an Enrolled Affiliate to provide pre- and post -transaction assistance related to this agreement;
"Reserved License" means for an Online Service identified as eligible for true -ups in the Product Terms,
the License reserved by Enrolled Affiliate prior to use and for which Microsoft will make the Online Service
available for activation.
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"State/Local Entity" means (1) any agency of a state or local government in the United States, or (2) any
United States 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's jurisdiction and geographic boundaries.
"Tribal Entity" means a federally recognized tribal entity performing tribal governmental functions and
eligible for funding and services from the U.S. Department of Interior by virtue of its status as an Indian
tribe.
"Use Rights" means, with respect to any licensing program, the use rights or terms of service for each
Product and version published for that licensing program at the Volume Licensing Site and updated from
time to time. The Use Rights include the Product -Specific License Terms, the License Model terms, the
Universal License Terms, the Data Protection Terms, and the Other Legal Terms. The Use Rights
supersede the terms of any end user license agreement (on-screen or otherwise) that accompanies a
Product.
"Volume Licensing Site" means http://www.microsoft.com/licensing/contracts or a successor site.
2. Order requirements.
a. Minimum order requirements. Enrolled Affiliate's Enterprise must have a minimum of 250
Qualified Users or Qualified Devices. The initial order must include at least 250 Licenses for
Enterprise Products or Enterprise Online Services.
(i) Enterprise commitment. Enrolled Affiliate must order enough Licenses to cover all
Qualified Users or Qualified Devices, depending on the License Type, with one or more
Enterprise Products or a mix of Enterprise Products and the corresponding Enterprise
Online Services (as long as all Qualified Devices not covered by a License are only used
by users covered with a user License).
(ii) Enterprise Online Services only. If no Enterprise Product is ordered, then Enrolled
Affiliate need only maintain at least 250 Subscription Licenses for Enterprise Online
Services.
b. Additional Products. Upon satisfying the minimum order requirements above, Enrolled
Affiliate may order Additional Products.
c. Use Rights for Enterprise Products. For Enterprise Products, if a new Product version has
more restrictive use rights than the version that is current at the start of the applicable initial or
renewal term of the Enrollment, those more restrictive use rights will not apply to Enrolled
Affiliate's use of that Product during that term.
rl. Country of usage. Enrolled Affiliate must specify the countries where Licenses will be used
on its initial order and on any additional orders.
e_ Resellers. Enrolled Affiliate must choose and maintain a Reseller authorized in the United
States. Enrolled Affiliate will acquire its Licenses through its chosen Reseller. Orders must be
submitted to the Reseller who will transmit the order to Microsoft. The Reseller and Enrolled
Affiliate determine pricing and payment terms as between them, and Microsoft will invoice the
Reseller based on those terms. Throughout this Agreement the term "price" refers to reference
price. Resellers and other third parties do not have authority to bind or impose any obligation
or liability on Microsoft.
f. Adding Products.
(i) Adding new Products not previously ordered. New Enterprise Products or Enterprise
Online Services may be added at any time by contacting a Microsoft Account Manager or
Reseller. New Additional Products, other than Online Services, may be used if an order is
placed in the month the Product is first used. For Additional Products that are Online
Services, an initial order for the Online Service is required prior to use.
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(ii) Adding Licenses for previously ordered Products. Additional Licenses for previously
ordered Products other than Online Services may be added at any time but must be
included in the next true -up order. Additional Licenses for Online Services must be ordered
prior to use, unless the Online Services are (1) identified as eligible for true -up in the
Product Terms or (2) included as part of other Licenses.
g. True -up requirements. Enrolled Affiliate must submit an annual true -up order that accounts
for any changes since the initial order or last order. If there are no changes, then an update
statement must be submitted instead of a true -up order.
(i) Enterprise Products. For Enterprise Products, Enrolled Affiliate must determine the
number of Qualified Devices and Qualified Users (if ordering user -based Licenses) at the
time the true -up order is placed and must order additional Licenses for all Qualified Devices
and Qualified Users that are not already covered by existing Licenses, including any
Enterprise Online Services.
(ii) Additional Products. For Additional Products that have been previously ordered under
this Enrollment, Enrolled Affiliate must determine the maximum number of Additional
Products used since the latter of the initial order,. the last true -up order, or the prior
anniversary date and submit a true -up order that accounts for any increase.
(iii) Online Services. For Online Services identified as eligible for true -up in the Product
Terms, Enrolled Affiliate may place a reservation order for the additional Licenses prior to
use and payment may be deferred until the next true -up order. Microsoft will provide a
report of Reserved Licenses ordered but not yet invoiced to Enrolled Affiliate and its
Reseller. Reserved Licenses will be invoiced retrospectively to the month in which they
were ordered.
(iv) Subscription License reductions. Enrolled Affiliate may reduce the quantity of
Subscription Licenses at the Enrollment anniversary date on a prospective basis if
permitted in the Product Terms, as follows:
I I For Subscription Licenses that are part of an Enterprise -wide purchase, Licenses may
be reduced if the total quantity of Licenses and Software Assurance for an applicable
group meets or exceeds the quantity of Qualified Devices and Qualified Users (if
ordering user -based Licenses) identified on the Product Selection Form, and includes
any additional Qualified.. Devices and Qualified Users added in any prior true -up orders.
Step-up Licenses do not count towards this total count.
2) For Enterprise Online Services that are not a part of an Enterprise -wide purchase,
Licenses can be reduced as long as the initial order minimum requirements are
maintained.
31 For Additional Products available as Subscription Licenses, Enrolled Affiliate may
reduce the Licenses. if the License count is reduced to zero, then Enrolled Affiliate's
use of the applicable Subscription License will be cancelled.
Invoices will be adjusted to reflect any reductions in Subscription Licenses at the true -up
order Enrollment anniversary date and effective as of such date.
(v) Update statement. An update statement must be submitted instead of a true -up order if,
since the initial order or last true -up order, Enrolled Affiliate's Enterprise: (1) has not
changed the number of Qualified Devices and Qualified Users licensed with Enterprise
Products or Enterprise Online Services; and (2) has not increased its usage of Additional
Products. This update statement must be signed by Enrolled Affiliate's authorized
representative.
(vi) True -up order period. The true -up order or update statement must be received by
Microsoft between 60 and 30 days prior to each Enrollment anniversary date. The third -
year true -up order or update statement is due within 30 days prior to the Expiration Date,
and any license reservations within this 30 day period will not be accepted. Enrolled Affiliate
EA20201 EnrGov(US)SLG(ENG)(0ct2019)
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may submit true -up orders more often to account for increases in Product usage, but an
annual true -up order or update statement must still be submitted during the annual order
period.
(vii)Late true -up order. If the true -up order or update statement is not received when due,
Microsoft will invoice Reseller for all Reserved Licenses not previously invoiced and
Subscription License reductions cannot be reported until the following Enrollment
anniversary date (or at Enrollment renewal, as applicable).
. Step-up Licenses. For Licenses eligible for a step-up under this Enrollment, Enrolled Affiliate
may step-up to a higher edition or suite as follows:
(i) For step-up Licenses included on an initial order, Enrolled Affiliate may order according to
the true -up process
(ii) If step-up Licenses are not included on an initial order, Enrolled Affiliate may step-up
initially by following the process described in the Section titled: "Adding new Products not
previously ordered," then for additional step-up Licenses, by following the true -up order
process.
i. Clerical errors. Microsoft may correct clerical errors in this Enrollment, and any documents
submitted with or under this Enrollment, by providing notice by email and a reasonable
opportunity for Enrolled Affiliate to object to the correction. Clerical errors include minor
mistakes, unintentional additions and omissions. This provision does not apply to material
terms, such as the identity, quantity or price of a Product ordered.
Ji. Verifying compliance. Microsoft may, in its discretion and at its expense, verify compliance
with this Enrollment as set forth in the Enterprise Agreement.
3. Pricing.
a_ Price Levels. For both the initial and any renewal terra Enrolled Affiliate's Price Level for all
Products ordered under this Enrollment will be Level "D" throughout the term of the Enrollment.
la, Setting Prices. Enrolled Affiliate's prices for each Product or Service will be established by its
Reseller. Except for Online Services designated in the Product Terms as being exempt from
fixed pricing, As long as Enrolled Affiliate continues to qualify for the same price level,
Microsoft's prices for Resellers for each Product or Service ordered will be fixed throughout the
applicable initial or renewal Enrollment term. Microsoft's prices to Resellers are reestablished
at the beginning of the renewal term.
4. Payment terms.
For the initial or renewal order, Microsoft will invoice Enrolled Affiliate's Reseller in three equal annual
installments. The first installment wifl be invoiced upon Microsoft's acceptance of this Enrollment and
remaining installments will be invoiced on each subsequent Enrollment anniversary date. Subsequent
orders are invoiced upon acceptance of the order and Enrolled Affiliate may elect to pay annually or upfront
for Online Services and upfront for all other Licenses.
5. End of Enrollment term and termination.
a. General. At the Expiration Date, Enrolled Affiliate must immediately order and pay for Licenses
for Products it has used but has not previously submitted an order, except as otherwise
provided in this Enrollment.
b. Renewal option. At the Expiration Date of the initial term, Enrolled Affiliate can renew
Products by renewing this Enrollment for one additional 36 -month term or by signing a new
Enrollment. Microsoft must receive a Renewal Form, Product Selection Form, and renewal
order prior to or at the Expiration Date. Microsoft will not unreasonably reject any renewal.
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Microsoft may make changes to this program that will make it necessary for Customer and its
Enrolled Affiliates to enter into new agreements and Enrollments at renewal.
c. If Enrolled Affiliate elects not to renew.
(i) Software Assurance. If Enrolled Affiliate elects not to renew Software Assurance for any
Product under its Enrollment, then Enrolled Affiliate will not be permitted to order Software
Assurance later without first acquiring a new License with Software Assurance.
(ii) Online Services eligible for an Extended Term. For Online Services identified as eligible
for an Extended Term in the Product Terms, the following options are available at the end
of the Enrollment initial or renewal term.
1) Extended Term. Licenses for Online Services will automatically expire in accordance
with the terms of the Enrollment. An extended term feature that allows Online Services
to continue month-to-month ("Extended Term") is available. During the Extended
Term, Online Services will be invoiced monthly at the then -current published price as
of the Expiration Date plus a 3% administrative fee for up to one year. If Enrolled
Affiliate wants an Extended Term, Enrolled Affiliate must submit a request to Microsoft
at least 30 days prior to the Expiration Date.
2) Cancellation during Extended Term. At any time during the first year of the
Extended Term, Enrolled Affiliate may terminate the Extended Term by submitting a
notice of cancellation to Microsoft for each Online Service. Thereafter, either party
may terminate the Extended Term by providing the other with a notice of cancellation
for each Online Service. Canceitatton wiff be effective at the end of the month following
30 days after Microsoft has received or issued the notice.
(iii) Subscription Licenses and Online Services not eligible for an Extended Term. If
Enrolled Affiliate elects not to renew, the Licenses will be cancelled and will terminate as
of the Expiration Date. Any associated media must be uninstalled and destroyed and
Enrolled Affiliate's Enterprise must discontinue use. Microsoft may request written
certification to verify compliance.
d. Termination for cause. Any termination for cause of this Enrollment will be subject to the
"Termination for cause" section of the Agreement. In addition, it shall be a breach of this
Enrollment if Enrolled Affiliate or any Affiliate in the Enterprise that uses Government
Community Gloud Services fails to meet and maintain the conditions of membership in the
definition of Community.
e. Early termination. Any early termination of this Enrollment will be subject to the "Early
Termination" Section of the Enterprise Agreement.
For Subscription Licenses, in the event of a breach by Microsoft, or if Microsoft terminates an
Online Service for regulatory reasons, Microsoft will issue Reseller a credit for any amount paid
in advance for the period after termination.
6. Government Community Cloud.
a, Community requirements. If Enrolled Affiliate purchases Government Community Cloud
Services, Enrolled Affiliate certifies that it is a member of the Community and agrees to use
Government Community Cloud Services solely in its capacity as a member of the Community
and, for eligible Government Community Cloud Services, for the benefit of end users that are
members of the Community. Use of Government Community Cloud Services by an entity that
is not a member of the Community or to provide services to non -Community members is strictly
prohibited and could result in termination of Enrolled Affiliate's license(s) for Government
Community Cloud Services without notice. Enrolled Affiliate acknowledges that only
Community members may use Government Community Cloud Services.
b. All terms and conditions applicable to non -Government Community Cloud Services also apply
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to their corresponding Government Community Cloud Services, except as otherwise noted in
the Use Rights, Product Terms, and this Enrollment.
c. Enrolled Affiliate may not deploy or use Government Community Cloud Services and
corresponding non -Government Community Cloud Services in the same domain.
d. Use Rights for Government Community Cloud Services. For Government Community
Cloud Services, notwithstanding anything to the contrary in the Use Rights:
(i) Government Community Cloud Services will be offered only within the United States.
(ii) Additional European Terms, as set forth in the Use Rights, will not apply.
(iii) References to geographic areas in the Use Rights with respect to the location of Customer
Data at rest, as set forth in the Use Rights, refer only to the United States.
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Attachment A
Enrollment Details
1. Enrolled Affiliate's Enterprise.
Identify which Agency Affiliates are included in the Enterprise. (Required) Enrolled Affiliate's
Enterprise must consist of entire offices, bureaus, agencies, departments or other entities of
Enrolled Affiliate, not partial offices, bureaus, agencies, or departments, or other partial entities
Check only one box in this section. If no boxes are checked, Microsoft will deem the Enterprise
to include the Enrolled Affiliate only. If more than one box is checked, Microsoft will deem the
Enterprise to include the largest number of Affiliates:
0 Enrolled Affiliate only
❑ Enrolled Affiliate and all Affiliates
❑ Enrolled Affiliate and the following Affiliate(s) (Only identify specific affiliates to be included
if fewer than all Affiliates are to be included in the Enterprise).-
0
nterprise):
❑ Enrolled Affiliate and all Affiliates, with following Affiliate(s) excluded:
i3_ Please indicate whether the Enrolled Affiliate's Enterprise will include all new Affiliates acquired
after the start of this Enrollment: Exclude future Affiliates
. 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. By providing contact information, Enrolled Affiliate
consents to its use for purposes of administering this Enrollment by Microsoft, its Affiliates, and other parties
that help administer this Enrollment. The personal information provided in connection with this Enrollment
will be used and protected in accordance with the privacy statement available at
https://www.microsoft.com/licensing/servicecenter.
a. Primary contact. This contact is the primary contact for the Enrollment from within Enrolled
Affiliate's Enterprise. This contact is also an Online Administrator for the Volume Licensing
Service Center and may grant online access to others. The primary contact will be the default
contact for all purposes unless separate contacts are identified for specific purposes
Name of entity (must be legal entity name)* Newport Beach Police Department
Contact name* First Brian Last Alonzo
Contact email address* balonzo@nbpd.org
Street address* 870 Santa Barbara Dr.
City* Newport Beach
State* CA
Postal code* 92660 -6303 -
(Please provide the zip + 4, e.g. xxxxx-xxxx)
Country* United States
Phone* 949-644-3760
Tax ID
* indicates required fields
b. Notices contact and Online Administrator. This contact (1) receives the contractual notices,
(2) is the Online Administrator for the Volume Licensing Service Center and may grant online
access to others, and (3) is authorized to order Reserved Licenses for eligible Online Servies,
including adding or reassigning Licenses and stepping -up prior to a true -up order.
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9 Same as primary contact (default if no information is provided below, even if the box is not
checked).
Contact name* First Brian Last Alonzo
Contact email address* balonzo@nbpd.org
Street address* 870 Santa Barbara Dr.
City* Newport Beach
State* CA
Postal code* 92660 -6303 -
(Please provide the zip + 4, e.g. xxxxx-xxxx)
Country* United States
Phone* 949-644-3760
Language preference. Choose the language for notices. English
❑ This contact is a third party (not the Enrolled Affiliate). Warning: This contact receives
personally identifiable information of the Customer and its Affiliates.
* indicates required fields
c. Online Services Manager. This contact is authorized to manage the Online Services ordered
under the Enrollment and (for applicable Online Services) to add or reassign Licenses and
step-up prior to a true -up order.
Same as notices contact and Onhne Administrator (default if no information is provided below,
even if box is not checked)
Contact name*: First Brian Last Alonzo
Contact email address* balonzo@nbpd.org,
Phone* 949-644-3760
❑ This contact is from a third party organization (not the entity). Warning: This contact receives
personally identifiable information of the entity.
* indicates required fields
d. Reseller information. Reseller contact for this Enrollment is:
Reseller company name* SoftwareONE, Inc.
Street address (PO boxes will not be accepted)* 20875 Crossroads Circle, Suite 1
City* Waukesha
State* WI
Postal code* 53186-4093
Country* United States
Contact name* MS. Admin
Phone* 262-317-5555
Contact email address* ms-admin,us@softwareone.com
* indicates required fields
By signing below, the Reseller identified above confirms that all information provided in this
Enrollment is correct.
Signature*
Printed name*
Printed title*
Date*
* indicates required fields
Changing a Reseller. If Microsoft or the Reseller chooses to discontinue doing business with
each other, Enrolled Affiliate must choose a replacement Reseller. If Enrolled Affiliate or the
Reseller intends to terminate their relationship, the initiating party must notify Microsoft and the
EA20201 EnrGov(US)SLG(ENG)(0ct2019)
Page 9 of 10
Document X20-10635
6-13
Attachment A
other party using a form provided by Microsoft at least 90 days prior to the date on which the
change is to take effect.
e. If Enrolled Affiliate requires a separate contact for any of the following, attach the Supplemental
Contact Information form. Otherwise, the notices contact and Online Administrator remains
the default.
(i) Additional notices contact
(ii) Software Assurance manager
(iii) Subscriptions manager
(iv) Customer Support Manager (CSM) contact
3. Financing elections.
Is a purchase under this Enrollment being financed through MS Financing? ❑ Yes, 0 No.
If a purchase under this Enrollment is financed through MS Financing, and Enrolled Affiliate chooses not to
finance any associated taxes, it must pay these taxes directly to Microsoft.
EA20201 EnrGov(US)SLG(ENG)(0ct2019)
Page 10 of 10
Document X20-10635
6-14
Attachment B
SoftwareONE - software quote
Quoted by Jason Carmer
Phone 480-845-7155 jason.carmer@softwareone.com
Please fax your POs to our Client Assistance Center at 800-366-9994 or email to:
statestore@SoftwareONE.com - Call 800-400-9852, option 2, to check status on orders.
Quoted to: City of Newport Beach Police Dept.
Tom Encheff
Date: 11/18/20 tencheff@nbpd.org
Quote#: 44153
Expires: 12/18/20 EA# 80599436 - Exoires 5/31/2020
Important: Please provide the email address of the recipient designated to receive a SoftwareONE "order
confirmation"
Quantity Part # Description Unit Price
Ext. Price
230 269-12442 OfficeProPlus ALNG SA MVL Pltfrm $ 94.70
$ 21,781.00
230 KV3-00353 WINENTperDVC ALNG SA MVL Pltfrm $ 42.05
$ 9,671.50
280 W06-01072 CoreCAL ALNG SA MVL Pltfrm UsrCAL $ 44.90
$ 12,572.00
2.395-02504 ExchgSvrEnt ALNG SA MVL $ 722.90
$ 1,445.80
25 076-01912 Prjct Std ALNG SA MVL $ 116.60
$ 2,915.00
65 359-00792 SQLCAL ALNG SA MVL DvcCAL $ 34.05
$ 2,213.25
8228-04433 SQLSvrStd ALNG SA MVL $ 146.40
$ 1,171.20
6 7NQ-00292 SQLSvrStdCore ALNG SA MVL 2Lic CoreLic $ 584.70
$ 3,508.20
8 9EN-00198 SysCtrStdCore ALNG SA MVL 2Lic CoreLic $ 17.95
$ 143.60
25 D87-01159 VisioPro ALNG SA MVL $ 99.80
$ 2,495.00
448 9EM-00270 WinSvrSTDCore ALNG SA MVL 2Lic CoreLic $ 17.70
$ 7,929.60
Please type "Electronic Software Delivery" on your PO
Sub -Total
$ 65,846.15
Tax ESD - nontaxable (download from MS portal)
Shipping
No Charge
Total Your annual payment
$ 65,846.15
3 year commitment $ 197,538.45
Pass -Through Warranty and Other Rights. As a reseller, end-user warranties and liabilities (with respect to any third party
hardware and software products provided by SoftwareONE) shall be provided as a pass-through from the manufacturer of such
products. All software products are subject to the license agreement of the applicable software supplier, as provided with the
software packaging or in the software at time of shipment. SoftwareONE provides no independent warranties, indemnities or
liabilities. Public Sector Disclosure: SoftwareONE may receive incentive fees for public sector EA transactions.
6-15
Attachment C
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 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").
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( s
3' 1
u 6-16
Attachment C
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 indemnificationto 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
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
6-17
11
12.
13.
Attachment C
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.
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 (3 0) 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.
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
M
Attachment C
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. seq), the Federal Civil Rights Act of 1964
Page 4 of 11
6-19
Attachment C
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 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
patties.
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
Kevin Jeffries, Chairman g ita Apodaca
Board of Supervisors Operations Analyst
Dated: OCT 2 2 2019 Dated: fnn6/go1a
ATTEST:
Kecia Harper
Clerk of the
jBoard
eputy
APPROVED AS TO FORM:
Gregory P. Priamos
County Counsel
By:
usanna Oh, Deputy County Counsel
By: zee v C
Laura Reyes
Account Team Manager
Page 5 of 11
OCT 222019 7 1 L
6-20
Attachment C
Licensing Solution Provider Agreement Number PSA -0001530
Exhibit A
Microsoft Enterprise license subscription and services
Line
Description
Price Level
Marku
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 El 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 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 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
Page 6 of 11
6-21
Attachment C
Licensing Solution Provider Agreement Number PSA -0001530
Exhibit B
License Support Provider (LSP) service rates
Line
Description
Certified
Competency
Yes/No
Hourly Rate
Data and Artificial Intelli ent
1
Build Intelligent Apps
Yes
$175
2
Build Intelligent A ents
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
Modem 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 Compute
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 Ops
Yes
$175
8
Business Continuity & Disaster Recove
Yes
$175
9
Windows Server on Azure
Yes
$175
10Securi
& Management
Yes
$175
11
Datacenter Migration
Yes
$175
Page 7 of 11
6-22
Attachment C
Licensing Solution Provider Agreement Number PSA -0001530
Exhibit B (cont.)
License Support Provider (LSP) service rates
Line
Description
Certified
Competency
(Yes/No)
Hourly 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
OneDrive
Yes
$175
Page 8 of 11
6-23
Attachment C
Licensing Solution Provider Agreement Number PSA -0001530
Exhibit C
Microsoft LSP Participation Form
DAVE ROGERS
JENNIFER HILBER, ACID
ASSISta.t Chief EYceatne Offer
Enterprme App fi is tlol5 Burma
Chief Infrmration Officer
GUSTAVO VAZQUEZ, ACID
Converged Commtntisatiuns Brueau
JUVI SbIIT11
public Safety Enterprise Canuaunicanons
Chief Tecbnoloey Officer
GIL bIEIIA. ACIO
Technology Servie,sBureau
Microsoft LSP Participation Form
(RFQ #RIVC0-2020-RFQ-0000048 Attachment 3)
Complete this form and return to: Payment should be made to:
Riverside County Information Technology
Altentlon:Rlck Hai 3450 14th Street, Fourth Floor
E-mail: RBaircdriveo.org Riverside, CA 92501
County of Riverside TIN #: 95-6000930
Company Name: Software One. Inc.
Name:
Title: SLED General I\4anaeer
Address: 20875 Crossroads Cir. STB I
City: Waukesha. WI Zip Code: 5318!> Telephone }I: 800-400-985'_
Fax #: Email Shellv.Bodiiie SoftvarcoNE eons
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 emolhuent that is established by leveraging
the County of Riverside Master Agreement in accordance to the schedule referenced oil 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.
9/16/2019
Signature Date
Shelly Bodine
Printed Name
Page 9 of 11
SLED GeneralMana..-er
6-24
DAVE ROGERS
Assistant Chief Executive Officer
Chief Information Officer
JIM SMITH
Chief Technology Officer
Attarhmgnt C
Microsoft LSP Participation Form
(RFQ MWO-2020-RFQ-0000048 Attachment 3)
Complete this form and return to:
Attention: Rick Hai
E-mail: RHaiCa rivco.org
Company Name:
JENNIFER HILBER, ACIO
Enterprise Applications Bureau
GUSTAVO VAZQUEZ, ACIO
Converged Communications Bureau
Public Safety Enterprise Communications
GIL ME11A, 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
Name: Shelly Bodine Title: SLED General Manager
Address: 20875 Crossroads Cir. STE 1
City: Waukesha, WI Zip Code: 53186 Telephone#: 800400-9852
Fax #: Email: Shelly.Bodine(a)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.
!! " -/,— ��%ZL�Ij C -c �j�j 10/16/2019
'Signature,,/) Date
Margarita Apodaca
Printed Name
Operations Analyst
rltle
6-25
s
M
Attachment C
N
Attachment C
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
6-27
Attachment C
Microsoft Document Headersheet
"This is for informational purposes only'
MSE—#-
(MSCI 5-0000004275258
Tracking
Number)
Doc Tyae: Signature Form
Do not modify the formatting or spacing of this Form above this text
Subsidiary: Account Manager Name / Alias•
Country: United Stages
LAR/LAD/ESA:
Insight Direct USA, Inc.
ProoramNersion
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 9:42:66 PM
M
Attachment C
ER Microsoft
Program Signature Form
M13A1IAESA nvelher
Agmemenl number ? 094 4S
Volume I,iCEnsing
004-kayleed-S-04
Nato: Enler the applicable active, numbers nssocialed with the documents below. Micro Soft requims
the assoelaled active number be indicated here, or listed below as new.
For the purposes of this tone, 'Customer" can mean the signing eniily, Enrolled Affiliate,
GOvernlnenl Partner, Institution, or other party entering into a volumn licensing program agrepmenl.
This signature form and all contract documents Identified In the table below are entered Into between
the Customer and the Microsoft Affiliate signing, as of the effective dale identified below.
By signing below, Customer and the Micr soft Affiliate agree that both parties (1) have received, read
and understand the above contract documents, including any websites or docfunenls incorporated by
reference and any amendments and (21 agree to be bound by the terms of all such documents.
Name of Entity 9(m i I .le I e lily name)' County of Riverside
SignaturO //-' --1
Printed First and Last Name' lS cA in rd 1 IAO,'
Printed Title S r 7' (OC(Are A1I-k-Inr1" r�Or1 I rw Sp'. r-"(& I I S r
Signature Date' O F12
Tax ID
field
i
PictrranlSignFGrin(fv1SSI§r,)ftlA,LaWnQExaRA.MLIfFt*1(Aug2O d)
PJge I of g
I
6-29
Enler rise Agreement
X20.10209
•=ChooseA reemenl%
Document Number or Code
<Choose A reement>
Document Number or Code
<Choose Agreement?
Document Number or Code
<Choose Agreement>
<Choose EnrullmenllRe islration
Document Number or Code_
Document Number or Code
<Chaose EnrollrnenVRe islration
Document Number or Code
<Choose EnrolimentlRe istralion>
I Document Number or Code
<Choose EnrollmenVRe istralion
Document Number or Code
<ChooseEnrollmenURegistration> _
Amendment to Contract Documents
Document Plumber or Code
CTM-CPT-OPT-FWK (l!!w) _
By signing below, Customer and the Micr soft Affiliate agree that both parties (1) have received, read
and understand the above contract documents, including any websites or docfunenls incorporated by
reference and any amendments and (21 agree to be bound by the terms of all such documents.
Name of Entity 9(m i I .le I e lily name)' County of Riverside
SignaturO //-' --1
Printed First and Last Name' lS cA in rd 1 IAO,'
Printed Title S r 7' (OC(Are A1I-k-Inr1" r�Or1 I rw Sp'. r-"(& I I S r
Signature Date' O F12
Tax ID
field
i
PictrranlSignFGrin(fv1SSI§r,)ftlA,LaWnQExaRA.MLIfFt*1(Aug2O d)
PJge I of g
I
6-29
Attachment C
I
Name of Entity (must be legal entity name)"
Signature'
Printed First and Last Name"
Printed Title
i
Signature Date'
Name of Entity (must he legal entity name)'
signature'
Printed First and Last Name'
Printed Title
Signature Date'
"indicates ienulred field
If Customer requires physical media, additional contarls, or is reporting multiple previous Enrollments,
include the appropriate form(n) with this signature form.
Afterthis signature form is signed by the Custnmer, send it and the Contract Documents to Customer's
channel parinor or, Mierosgft account manager, who must submil them to the following address. When
the signature form Is fully executed by Microsoft, Custnmer will receive a confirmation copy.
Microsoft Carporation,
Dept. 551, Volume Licensing
6100 Nail Road, Suite 210
Rena, Nevada 89511•'1137
USA I
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Microsoft Corporation
Signature -55
F® micro
Printed First and Last Name
Microsoft COM
Printed Title
AUG 2 3
Signature Date
(data 101C:09oft Affiliate ComlerGlgio
I Chance
Agreement Effective Date I
Microsoft ed
8�a3 J ao �{ Duly Authorized
(n. ay be dryerent titan lAivu�ellss:anaWfc rJa!G] cc
1
Optional 2nd Customer signature
or 0ldseurcer signature (if applicable)
Name of Entity (must be legal entity name)"
Signature'
Printed First and Last Name"
Printed Title
i
Signature Date'
Name of Entity (must he legal entity name)'
signature'
Printed First and Last Name'
Printed Title
Signature Date'
"indicates ienulred field
If Customer requires physical media, additional contarls, or is reporting multiple previous Enrollments,
include the appropriate form(n) with this signature form.
Afterthis signature form is signed by the Custnmer, send it and the Contract Documents to Customer's
channel parinor or, Mierosgft account manager, who must submil them to the following address. When
the signature form Is fully executed by Microsoft, Custnmer will receive a confirmation copy.
Microsoft Carporation,
Dept. 551, Volume Licensing
6100 Nail Road, Suite 210
Rena, Nevada 89511•'1137
USA I
Pretnnm5it�nrvmL:dSSieepWA,l a�AmjFrRRA.t.11 1(FNGILAug.mdJ
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Attachment C
Microsoft Document Headersheet
This is for infor;national purposes only `
MSE#:
(MSCI 5-0000004275258
Tracking
Number)
L
Doc Type; Agreement
Do not modify the formatting or spacing of this Form above this text
Subsidiary: Account Manager Name I Alias:
Country: United States
LARILAD/ESA:
Insight Direct USA, Inc.
I
ProgramNersion
EA 6 2016
(Scanning Code)
ACCOUNT: County of Riverside
Outsourcer Name:
Business Agreement Number:
Master Agreement Number: 8084445
i
Agreement Number:
Purchase Order Number:
Comments:
I
812312019 9:42:31 PM
6-31
Attachment C
o' Microsoft Volume 1_icensing
Enterprise Agreement State and Local
Mol for life With Mirresoa npsluess Aaieement or fdlo.i6soll nnsioess etxi Servirev Aglewaerd
This Microsoft Enterprise Agreement ("Agrdemenl") Is entered Into between the entities Identified on the
signature fornf.
Effective date. The effective date of this Agreement is the earliest effective dale of any Enrollment entered
into under this Agreement or the date Microsoft accepts this Agreement, whichever is earlier.
This Agreement consists of (1) these Agreement terms and conditions, including any amendments and the
signature Farm and all attachments identifiedtherein, (2) the Product Terms applicable to Products licensed
under this Agreement, (3) the Online Services Terms, (A) any Affiliate Enrollment entered Into under this
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 litip,/Amw.inicresuft.com/liceiisinri/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
should review such daaamenls carefully, both at the time of signing and periodically thereafter, and fully
understand all lefts and conditions applicable to Products licensed.
Terms and Conditions
1. Definitions,
l
'Affiliate" means
a, with regard to Customer,
(l) any government agency, department, office, instrumentality, division, unit or other entity of
the state or local government that is supervised by or is part of customer, or which
supervises Customer or of which Customer Is a part, or which is under common supervisfon
with Customer;
(fi) 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 Customers stale jurisdiction and geographic
boundaries; and
(W) any other entity In Customers stale expressly authorized by the laws of Customers stale
to purchase under slate contracts; provided that a state and its Affiliates shall not, for
purposos of this definition, be considered to be Affiliates of the federal government and its
Affiliates; and I
b. with regard to Microsoft, any legal entity that Microsoft 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 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 far references that specify "business day".
"Enrolled Affiliate" means an entity, either Customer or any one of Customer's Affiliates that has entered
Into an Enrollment under this Agreement.
I.A201(iAtp{us)Hta(EMc;)lPIov2o lu) Pone 1 0l I I
boCuulenl X20-1e2M
I
M2
Attachment C
"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.
I
"Fixes" means Product fixes, modifications or enhancements, or their derivatives, that Microsoft 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
Affiliates, as appropriate.
"Online Servires" means the Microsoft -hosted services identified as Online Services in the Product Terms.
"Online Services Temns" means the additional terms that apply to Customer's use of Online Services
published on the Volume Licensing Site andlupdaled from lune to time,
"Product" means all products identified in the Product Terms, such as all Software, Online Services and
otherweU-based services, including pre-release or beta versions. _
"Product Terms" means the document that provides Information about Microsoft Products and Professional
Services available through volume Ilcensing, The Product Terms document Is published on the Volume
Licensing Site and Is updated from time to lime.
"SLA" means Service Level Agreement, which specifies the minimum service level for Online Services and
is published on the Volume Licensing Site,
"Software" means licensed copies of Microsoft software Identified on the Product Terms. Software does not
include Online Services, but Software may be part of an Online Service,
"Software Assurance" Is an offering by Microsoft that provides new version rights and other benefits for
Products as further described in the Product Terms.
'Trade Secret" means information that is not generally known or readily ascedainable to the public, has
economic value as a result, and has been subject to reasonable steps underthc cir6umsfances to maintain
its secrecy. I
"use" or "run" means to copy, install, use, so cess, 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 byNcrosofl in the Product Terms,
The Use Rights for Online Services are published in the Online Services Terms,
"Volume Licensing Site" means hUn 11w nv.microsoll.comllfcensing/contracts ora successor site,
2. flow 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 fog Products by entering into Enrollments.
b. Enrollments. The Enterprise program gives Customer and/or its Affiliates the ability to enter
into one of more Enrollments to -order Products. Subscription Enrollments may be available for
some of these Enrollments. Notwithstanding any other provision of this Agreement, only
Enrolled Affiliates Identified In an Enrollment will be responsible for complying with the terms
of that Enrollment, including the terms of this Agreement incorporated by mferenoe in that
Enrollment.
PA2016fa1r(V13)SI CJ(F.nlGlft, 21)16}
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Attachment C
c. Licenses. The types of Licenses available are (1) Licenses obtained under Software
Assurance (L&SA), and (2) Subscription Licenses. These License types, as well as additional
License Types, are further described in the Product List.
3, Licenses for Products. i
r
a. License Grant. Microsoft grants the Enterprise a nonexclusive, worldwide and limited right
to download, install and use software Products, and to access and use the Online Services,
each in the quantity ordered under an Enrollment. The rights granted are subject to the terms
of this Agreement, the Use Rights and the Product Terms. Microsoft reserves all rights not
expressly granted in this Agreerilenl.
b. 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 forsome Subscription Licenses.
Except as otherwise noted in (he 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
(1) Products (other than onlbie services). The Use Rights In effect on the effective date of
the applicable Enrollment lean 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 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 riot
change which Use Rights apply to those Licenses,
(11) Online Services, For Online Services, the Use Rights in effect on the sUbscriplion start
dale 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
acquiredin the current Enrollment term, the Use Rights for the current version apply to the use
of the earlier version. If the oal'lier Product version includes fealuies Mat 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 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 Err cited Affiliate chooses riot to use the new version immediately
(1) Except as otherwise permiltIad under an Enrollment, use of the new version will be subject
to the new version's Use Rights.
(if) If the License for lire earlierversion of the Product is perpelual 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 perpelual 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 be Enrolled Affiliate's evidence of all Licenses obtained under an
Enrollment.
EA2016Agr(US)SLC(ENGI(Nov2o 16)
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t1011Ur0Crlr X261(1200
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Attachment C
g. 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 enfily 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 Ihll'd party that has an existing agreement or Enrollment, Microsoft
will work with Enrolled Affiliate in good faith to determine how to accommodate its changed
circumstances in the context of ihis Agreement.
4. Making copies of PPoducts and re-imaging righfs.
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 maslencopies obtained from a Microsoft approved fulfillment 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 nalify its employees, agents and any other Individuals who use the Products that the
Products are licensed from Microsoft and subject to the terms of this Agreement.
b. Collies for fraininglevatuation and back-up. 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 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 ropy 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 fn the
Use Rights.
c. Right to re -Image. In certain cases. re-imaging is permitted using the Product media, If fife
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 [his Agreemenllmay generally be used to create images for use in place of
copies provided through that se;
arale source. This right is conditional upon the following:
(1) Separate Licenses mus[ be acquired from the separate source for each Product that is re-
imaged.
(if) The Product, language, version, and components of the copies made must be identical to
the 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.
(111) 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 nnrsl he
identical to the Product type licensed from the separate source.
(iv) Enrolled Affiliate must adhere to any Pioducl-specific processes or requirements for re -
Imaging identified In the Product Terms.
Re-imnged Products remain suGjecl to the terms and use rights of the License acquired from
the separate source. This suhseetion does not create or extend any Miciosoft warranty or
support obligation. '
5. Transferring and reassigning Licenses.
a. License transfers. License Transfers are not permitted, ereept filar Customer or an Enrolled
Affiliate may transfer only fully -paid perpetual Licenses tot
(t) an Affiliate, or
(ii) a third party solely in ronnertion with the transfer of hardware or employees to whom the
Licenses have been assigned as part of (A) a privatization of an Affiliate or agency or of an
Ln201ei+d,(U�?SLG(EIJGfi IJnv201 a?
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6-35
Attachment C
operating division of Enrolled Affiliate or an Affiliate. (D) a reorganization, or (C) a
consolidation. r
Upon such transfer, Cuslanter'or Enrolled Affiliate must uninstall and discontinue using the
licensed Product and render any copies unusable.
b. Notification of License Transfor. Enrolled Affiliate must notify Microsoft Life License transfer
by completing a license transfer form, which can be obtained from
httc:llwww.microsoft.conili:censlnn/rrndrncts and sending the completed farm to Microsoft
before the License transfer_ No License transfer will be valid unless Enrolled Affiliate provides
to the transferee, and the transferee accepts inwriting, documents sufficient to enable the
transferee to ascertain the scope, purpose and limitations of the rights granted by PAirrosefl
under the licenses being transferred (inctudingthe applicable Use, flights, use and transfer
restrictions, warranties and limitalions of liability). Any License transier noCniade 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 useror device within the Enterprise. Licenses and
Software Assurance may be reassigned within the Enteiprise as described in the Use Rights.
6. Term and termination.
a. Terns. The term of thisAgreentdnt will be 36 frill 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' written notice. In the evenl or termination, new Enrollments will not be accepted, but
any eyisting 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 Ibis
Agreement or an Enrollment without liability, penally 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.
rt. Termination for cause. Without limiting any other remedies it may have, either party may
lerntinate 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 nut curable within 30 days, the terminating party must give the other party 3D
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 Customer 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 to be Customer's Affiliate, it must
promptly notify Micreseft, 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 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 terninales 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 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 Affiliate will have the following options:
,
(I) It inay immediately pay the total remaining amount due, including all inslallrnenls. In which
case, the Enrolled Affiliate will have perpetual rights Far all Licenses it has ordered: or
i
h A201(SAn,(LIS)S ul(EPIG)(Nov20 I E.I ; Page 5 of
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Attachment C
I
(if) II may pay only amounts due as of the termination date. In which case the Enrolled Affiliate
will have perpehlal Licenses for:
1) all copies of Products (Including the latest version of Products ordered under SA
coverage In the au'rent herrn) for which payment has been made in full, and
2) the number of copies of Products it has ordered (inciuding 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 or early termination under subscription Enrollments, Enrolled Affiliate will have
the following options: I
1) Far eligible Products, Enrolled Affiliate may obtain perpetual Licenses as described In
the section or the Enrollment tilled "Buy-out option," provided that Microsoft receives
the buy-out order for Ihose Licenses within 60 days after Enrolled Affiliate provides
notice of termination.
2) In the event of a breach by Microsoft, If Customer chooses not to exercise a buy-out
Option, Microsoft will issue Enrolled Alfilaite 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,
I
Nothing In this section shall affect perpetual License rights acquired either in a separate
agreement or in a prior term of the terminated Enrollment.
f. Effect of termination or expiration. When an Enrollment expires or is terminated
(1) Enrolled Affiliate must order, Licenses for all copies of Products it has run for which it has
riot previously submitted an order. Any and all unpaid payments for any order of any Idnd
remain due and payable. Exccpt as provided In the subseClion titled "Early termination," all
unpaid payments for Licenses immediately become due and payable.
(II) Enrolled Affiliate's right to Software Assurance benefits under this Agreement ends if it
does riot renew Software Assuranoe,
g. Modification or termination of an online Service for regulatory reasons. Microsoft may
modify or terminate an Online; Service where [here is any current or future government
requirement or obligation that: I('I) subjects Microsoft to any regulation or requirement not
generally applicable to businesses operating in the jurisdiction; (2) presents a hardship for
Microsoft to confinue 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. ,
It. Program updates. Microsoft may make changes to this program that will make it necessary
for Customer and its Enrolled Affiliates to enler into new agreements and Enrollments at the
time of an Enrollment renewal. .
7. Use, ownership, rights, acid restrictions.
I
a. Products. Unless otherwise specified in a supplemental agreement, use of any Product Is
governed by the Use Rights specific to each Product and version and by file 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
riot provided fora 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 Products or Fixes.
I
i
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Attachment C
d. Restrictions. Enrolled Affiliate must riot (arid is not licensed to) (1) reverse engineer,
decomplle, or disassemble an, Product or Fix; (2) Install or use non -Microsoft software or
technology 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 Product clOdlllnentallon. Customer milst not (and is not licensed to)[) separate
and nm paris of a Product or Fix on more than ane device, upgrade or downgrade parts of a
Product or Fix at different times, or transfer parts of a Product or Fix separately; or (11) distribute,
sublicense, fent, lease, lend any Products or Fixes, in whole or In part, or use them to offer
hosting services In a third party.
e. Reservation of rights. Products and Fixes are protected by copyright and other Intellectual
property rights laws and international treaties, fviicrosoft reserves all rights not expressly
granted in this agreement, No rights will be granted or implied by waiver or estoppel. Rights
to access or use Software on a �evice do not give Customer any right to implement Microsoft
patents or other Microsoft inlelkhral property in the device Itself or In any other soilware or
clevices.
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. ' j
Each party will lake reasonable steps to protect lire other's Confidential Information and will use lila 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 prolective as this agreement. Each party remains responsible for the use of the
-Confidential Information by Its Representatives and, in the event of discovery of any uneulhorixed 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
olherparly (if legally permissible) to enable the other party to seek a protective order.
Neither party is required to restrict war)( 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 padies'respeclive products or services does
not create liability under this Agreement or trade secret law, and each party agrees to limit what it
discloses to the other accordingly,
These obligations apply (i) for Customer Data until it is deleted from the online Services, and (Ii) for all
other Confidential Information, for a period of five years after a party receives the Confidential Information.
1
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 matter 'of this Agreement. Enrolled Affiliate will obtain all required
consents from third parties under applicable privacy and data protection law before providing
personal information to Microsoft.
b. Personal information collected under this agreement (i) may be transferred, stored and
processed in the United States or any other country In which Microsoft or its service providers
maintain facilities and (it) will be subject to the privacy terms specified In the Use Rights.
Microsoft will abide by the requirements of European EcwnomicArea and Swiss data protection
rA2o1rnti1(us)s1 r;lnrlclfm,±vzol,il
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I
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Attachment C
law regarding the collection, use, transfer, retention, and other processing of personal data
frarn the European Econonne Area and Switzerland.
c, U.S. export Products and FlxeiIa 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 Alms Regulations• and end-user, end
use and destination restrictions Issued by U.S. and other governments related to Microsoft
products, services and technologles.
90. Warranties.
a. Lilrlitecl warranties and remedies.
(1) Software. Microsoft warrants that each version of the Software will perforin substantially
as described in the applicable Product documentation for one year from the date the
Enterprise is first licensedilar that version. If It does not and the Enterprise notifies
Microsoft within the warranty tern, then Microsoft will, at Its option (1) return the price
Enrolled Affiliate paid for the Software license, or (2) repair or replace the Software.
(11) Online Services. Microsoli 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 bi each of warranty claims not made d uring [he 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 Iwaranlies do not apply to free, trial, pre-releose, or beta
products, or to components of Products that Enrolled Affiliate Is permitted to redistribute.
c. Disclaimer. Except for the Ellin ted warranties above, Microsoft provides no other
warranties or conditions alid disclaims any other express, implied, or statutory
warranties, including warranties of quality, title, non -infringement, merchantability, and
fitness fora 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 reselling 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 settlement of it. The
party being defended must provide the defending party with all requested assistance, information, and
authority. The defending padywill reiinburae 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 defend Enrolled Affiliate against any third -party claim to the extent
it alleges that a Product or Fix made available by fvlicrosoft for a fee and used within the scope
of the license granted (unmodified from the form provided by Microsoft and not combined with
anythhlg else) misappropriates a trade secret or directly infringes a patenl, 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 will) 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 dale, Microsoft will not beliable for any claimsordamages due toEnrolled
Affdiata_'s continued use ora Producl 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 Affiliatewill defend
Microsoft against any third -party claim to the extent it alleges that: ('1) any Customer Data or
CA201 fhgl(US)SLG(ENG)(I•OY2016)
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Docrlmenr x2010200
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Attachment C
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
proprletary 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 law or damages a third party.
i
12. Limitation of liability.
For each Product; each party's maximum, aggregate liability to the other under llris 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 Iterm of this Agreement, subject to the following:
a. Online Services. For Online Services, Microsoft's maximum liability to Enrolled Affiliate for
any incident giving rise to a clahr will not exceed the amount Enrolled Affiliate paid for the
Online Service during tile '12 months before the incident,
b. Free Products and Distributable Code. For Products provided free of charge and code
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 up to USS5,000.
c. Exclusions. In no event will either party be liable for indirect, Incidental, special, punitive, a'
consequential damages, or far loss of use, toss of business information, loss of revenue, or
interruption of business, however causer) or on any theory of liability.
d. Exceptions. No limitation of 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 or 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 lave, 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 dishibules to Wrd parties. Enrolled Affiliate agrees to complete Microsoft's
self -audit process, which MicrosI oft may require as an alternative to a third party audil.
b. Rernedies for non-compliance. if verification or self-audll 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 ordisbibution is 5% or more, Enrolled Affiliate
trust 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 use, Microsoft will
not subject Enrolled Affiliate to lanolher verification for at least one year. By exercising the
rights and procedures described above. Microsoft does not waive its rights to enforce this
Agreement or to protect Its intellectual property by any other means permitted by raw.
c, Verification process. Microsoft will notify Enrolled Affiliate al least 30 days In advance of its
Intent to verify Enrolled Affiliate's compliance with the license leans for the Products Enrolled
Affiliate 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 -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 operations,
EA2rr 1ribp1(Ll �,)SLCA(EN(i)(Nnv2016)
pngv g of I I
❑ccumenl X20.1 D20a
I
6-40
Attachment C
i
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. Notices to Microsoft must be sent to the address on the signature form. Notices must
he 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. Email& will be treated as delivered
on the transmission dale.
d. Agreement. not exclusive. 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 lime to lime In
accordance with file terms of this Agreement. Any conflicting terms and conditions contained
I?) an Enrolled Affiliate's purchase order will not apply. Microsoft may requireCusfomerto sign
a new agreement or an amendment before an Enrolled Affiliate enters Into an Enrollment under
this agreement. I
f_ Assignment. Either party may assign this Agreement to an Affiliate, but must notify the other
party in writing,of the assignme ht. Any other proposed assignment must be approved by the
non -assigning party In writing. Assigmnenl will not relieve the assigning party of its obligations
under the assigned agreement Any attempled assignment without required approval will be
void, i
g. Applicable law; dispute resolution. 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 epplicable dispute resolution laws of Customer's slate.
It. Severabllfty. If any provision Willis agreement is held to be unenforceable, the. balance of the
agreement will remain in full force and effect.
I. Waiver. Failure to enforce any provision of this agreement will not 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 beneficiary
rights.
K Survival. All provisions survive termination or expiration of this Agreement except those
requiring performance only during the tariff of the Agreement.
I. Management and Reporting. Customer and/or Enrolled Affiliate may manage accountclelails
(e.g., contacts, orders, Licenses, software downloads) on Microsoft's Volume Licensing
Service Center ("VLS&) web site (or successor site) at
Itis ?lwwwni;crosoflcom/licensing/servfcecenter. Upon the effective dale of this Agreement
and any Enrollments, the contact($) identified for this purpose will be provided access to this
site and may authorize additional users and contacts.
In. Order of precedence. In the case of a conflict between any documents in this Agreement that
Is not expressly resolved In those documents, their terms will control in life following order h'onf
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, Terns In an amendment control over the amended
document and any prior amendments concerning the same subject matter,
EAzd 1 snygUS)SLGSEwc)(Noa,2e f r;)
Page 10 or I I
Document X20 102ced
6-41
Attachment C
I
n. Free Products. It is Nlicrosolt's intent that the terms of this Agreement and the Use Rights be
in compliance with elf applicable federal law and regulations. Any free Product provided to
Enrolled Affiliate Is for the sole Ilse and benefit of the Enrolled Affiliate, and is not provided for
use by or personal benefit of any specific government employee,
i
o. Voluntary Product Accessibility Templates. Microsoft supports the government's obligation
to provide accessible technologies to its citizens Willi disabilities as required by Section 508 of
the Rehabilitation Act of 1973, and its state law counterparts. The Voluntary Product
Accessibility Templates ("VPAT's") for the Microsoft technologies used In providing the Online
Services can be found at Microsoft's VPAT page. Further information regarding Microsoft's
commitment to accessibility can be found at I)Itt /lwwvi.mici,osofl.cornletiable.,
p. Natural disaster. In the event of a "natural disaster," Microsoft may provide additional
assistance or rights by posting them on htto:Nuv.ru.nticrosokcom at such time.
y. Copyright violation. Except Las set roiih in the section above enlllled "Transferring and
reassigning Licenses", the Enrolled Affiliate agrees to pay for, and comply with the terms oFthis
Agreennenl and the Use Rights, for Ilse Products it uses. Except to the extent Enrolled Affiliate
Is licensed under (his Agreement, it will be responsible for Its breach of this contract and
violation of Microsoft's copyright in the Products, including payment of License fees specified
In this Agreement for unlicensed use,
En2llliinnrrlJS)SlG(ciIG)Rdov20'I G1 I Paye 11 of I I
Do,mintod 8241102m
6-42
Attachment C
°a ' Miet roso Voll.law Licensing
Supplemental Contact Information Form
This form can be used In combination with MRSA, Agreement, and EnrollmeotlRegistratlon.
However, a separate form must be submitted for each enrollment/registration, when more than one is
submitted on a signature form. For ilia purposes of this form, 'entity" can mean the signing entity,
Cuslonler, Enrolled Affiliate, Government Partner, Inslilution, or other party entering into a volume
licensing program agreement. Primary arid Notices contacts in this form will not apply to enrollments
or registrations.
This farm applies to: ❑ MBSA
0 Agreement
❑ EnrollmentlAffiliale Registration Form
Insert primary entily name if rnore lhorl one Enroliment/Registration
Form Is submitted
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 musl be completed for each section. By providing contact
information, entity consents to Its use for puiposes of administering the Enrollment by Microsoft and other
parties Ihat help -Microsoft administer this Enrollment. The personal information provided In connection
with (his agreement will be used and protected according to the privacy statement available at
httns:Micensing mIcrocoft-com.
9. Additional notices contact.
This contact receives all notices that are sent from Microsoft. No online access is granted to this
individual.
Name of entity' County of Riverside
Contact name'; First Regina Last Funderburk
Contact email address* RFundeiburl(@rlvco,org
Street addresst 3450 141h Street, 41h Floor
City" Riverside StatefProvince* California Postal code" 92501-3861
Country` USA
Phone' 951-955-2265 Fax
❑ This contact is a third party (not the entity), Warning: '['his 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' RFunderburl(Cdvco.org
Street address* 3450 14th Street, 411) Floor,
City"'Riverside StatefProvince' California (Postal code' 92501 386'1
I
I
SupContadInloForm(NA,LNp)(rNGNOr,12e 13)
Page 7 of n
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Attachment C
Country" USA
Phone* D51-955-2266 Fax
❑ This contact Is a third party (not the eniky). Warning: This contact receives personally identifiable
Information of the entity.
3. Subscriptions manager.
This contact will assign MSON, Expression, and TechNet Plus subscription licenses to the Individual
subscribers tinder 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
Conflict email address' RFunderburk@dvco.crg
Street address' 3450 1401 Street, 4th Floor
City' Riverside Statefprovince' 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 (lie
Enrollment or Registration.
Name of entity' Comity of Riverside
Contact name': First Luis Last Flares
Contact email address* LFFlores@rivco.org
Street address* 3450 141h Street, 4th Floor
City* Riverside State/Province' California Postal code' 92581.3861
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@rlvco.org
rlvco.org
Street address' 345014th Street, 41h Floor
City'Riverside State/Province' California Postal code' 92501.3861
Country* USA
Phone* 951-955.8114 Fax
6. Primary contact information.
An Individual from inside the organization must serve as the palmary 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
SupContadlnfup nun(NP•INn)(kN+3)(UBI2013)
Pago 2 ort
Attachment C
Contact name: First Jim Last Smith
Contact email address" jimsmith@rivro.org
rivco•org
Street address* 345014th Street, 4th Floor
City' Riverside Slate/Province' CA Postai code` 92601-38£1
Country, US
11110116'951-231-59D9 Fax
7. Notices contact and online administrator information
This Individual receives online administrator permissions and may grant online access to others. This
contact also receives all notices.
® Same a s primary confac7
Name of entity'
Contact name"; First Last
Contact email address"
Street address`
City" State/Province" Postal code'
country'
Phone" Fax
0 This contact is a third party (not the entity). Warning: This contact receives personally identifiable
information of the entity.
SUPConlacllnrnPmugMA,IND)(ENG)t0d2et31 Fnge 3 of 3
6-45
P+achment r
Microsoft Document Headersheet
This is for informational purposes only'
(NSE#:
(MSCI 5-0000004275258
Tracking
Number)
Doc T°pe: 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.
ProgramNersion
EA 6 2016
ACCOUNT: County of Riverside
Comments:
Outsourcer Name:
Business Agreement Number:
Master Agreement Number: 8084445
Agreement Number:
Purchase Order Number:
8/23/2019 9:42:40 PM
Account Manager Name / Alias:
(Scanning Code)
Attachment C
H� Microsoft
Amendment to Contract Documents
Agwat10ni pluinbin
Volume Licen-sing
004-kayleed-S9
This amendment ("Amendment") is entered Isle between the parties Idpirlifled on the attached program
signature Form. It amends the Enrollment or Agreement identified above- All terms used hilt nor defined
In this Amendment Yell[ have the same meanings provided In that Enrollment or Agreement.
Enterprise Agreement
Custom Terms CTM
1. Section Oa, "Toon", Is hereby amended and restated as fellows:
a, Tenn. The term of this Agreement will rernain in effect unless terminated by either party
as desmibed belovr. Each Enr'ulhnent will have the form provided in that Enrollment.
2. The pricing that Microsoft will offer Enrolled Affiliate';: Reseller for Enrollmenls efferfive
between November 1, 2010 through October 31, 202'1. and that will apply for the entire initial
terra or such E follmrnls, is as follows:
Product _ -
Price—V-
Examples Include but are riot limited to
Level
the following":
Enterprise Online Services"
Level D
h1365 L•3 and L'-5, Enterprise Mobility +
(including Pull USI -s. from $A
minus 2%
Security E3 and E6, Office 365 Enterprise
USLs, Add.ons and Step Ups)
level D
El or E3, Windows '10 Enterprise E3 or ES
Office 3G5 Pru Pltis, Windows 10
Enterprise Products
Cnterprise, Cora CAL Suite, Enterprise
CAL Suite
Additional Products
Level D
N1365 F1, M365 E5 Compliance, M365 E5
Security, Office 365 Entorprlso F1, Project
Online, Visio Online Plan 1 of Plan 2,
Dynamics 365, Azure, SQL Server,
Windows Server, etc,
Server and Tools Product
Level D
SharePeini Server, SOL Server, Srz-ralk
(applies IServer and Cloud
Server, Vi5usl Studio, Core Infrastructure
Enrollments only)
Suites, etc.
IIIc axunl.le5111cludu 0III,11e svlvi'-eS III.4
are .VAl.hl1 h, 411W'
lh1 Win. nn—N1 n. A—A nHarinr
"n,lill^rinrl FnieoriSe Onlmn Seuviras ? e Identified in 1118 PIOdLm Tr:r.'n5 VIIIh IIID. CPII WlUe CI -•F.0 • In the t1lte5 (o,
'Prey!drn Avu lu bit, ly'. the sv ire, u! EIturpiise Online Services is snblect in chzgg as Enlh!pdse Online Service_
ale added. tlndrdedfrw SEMS or:6nxr,vd I, Olt the Ellefixioe alcgnif 1 offefinii
Exclusions apply to the additional 2% discount nn F-nlcrprise Online Services as follows;
A.Iimidwel lAau v40 MIA CPT-OPT-Fv/K ED
Para I of 2
6-47
Attachment C
• The price list month that applies to an order is not a factor in determining whether the
additional 2% discount on Enterprise Online Services may be applied to an order. The
only applicable factor is the effective dale of the Enrollment,
• The discount does not apply to any exlensions at the initial Tenn or renewal
Enrollmcnts.
• The discount does not apply In any promotional $KUs. Enrolled Affiliate is entitled to
the lower of the promotional price or discounted price.
The price level that applies to Enrollments effective on or after Novemher 1, 2021 is Level D for
all Produrts. _
The Reseller and (lir_ Fru ailed Affiliate will determine the Enrolled Affiliate's actual price and
paymont, terms.
Except for chan0es made by this Arnendmenl, the E=nrollment or Agreement identified above remains
unchanged and in full force and affect. If there is any conflict between any provision in (his Amendment
and any provision in the Enrollment or Agreement identified above, this Anondinent shall control.
This Amendment must he atfached to a signature form to be valid.
Amer;imerblpn an a CTrd-CPT-QPT-FwK en
Parra 2 of 2
M