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FROM:
CITY OF
NEWPORT BEACH
City Council Staff Report
April 28, 2020
Agenda Item No. 6
HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
Carol Jacobs, Assistant City Manager - 949-644-3313,
cjacobs@newportbeachca.gov
PREPARED BY: Carol Jacobs, Assistant City Manager
Jackie Luengas-Alwafai, Informational Technology Manager
Anthony Nguyen, Purchasing Agent
PHONE: 949-644-3231
TITLE: Three Year Software License Agreement for Microsoft
ABSTRACT:
In order to provide effective and colllobrative tools for the City, the Information Technology
Division has upgraded our existing Microsoft products, moving from Office 2016 to Office
365 for government. This enhanced license agreement will provide the City with
additional tools and security for our information technology needs.
RECOMMENDATION:
a) Determine this 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 this action will not result in a physical change to the environment, directly or
indirectly; and
b) Authorize the Mayor and City Clerk to execute a Software License Agreement with
Dell Inc. for a three-year period for all Microsoft products in the amount of
$160,461.60 per year.
FUNDING REQUIREMENTS
The Microsoft Licenses through Dell Inc. has a fixed cost of $160,461.60 per year for
three years. The current adopted budget includes sufficient funding for this purchase. It
will be expensed to the IT Division Operating Budget, Software License Renewal Account
No. 76420203-871017.
DISCUSSION:
Microsoft Office 365 for government has fulfilled our requirements of collaboration and
file sharing, and the Microsoft Teams feature has also provided an unanticipated benefit
of allowing for greater capabilities to work remotely during the COVID-19 crisis.
6-1
Three Year Software License Agreement for Microsoft
April 28, 2020
Page 2
Video, chats, file sharing, and project updates using Microsoft Teams and Planner has
kept staff connected through a centralized communication tool that supports group
collaboration while in remote locations. The City has used Mircosoft products for many
years. The last update to Office was an upgrade to Office 2016. This new license
agreement updates Microsoft to their lastest version, Office 365, and provides additional
tools for the City staff to be more effective and efficient. The costs of the agreement have
increased due to changes in the licensing agreement, including a subscription service by
person and not device, which required the addition of all part-time employees. The
existing agreement ended on March 31, 2020, however there is a 90 -day grace period (in
which the current agreement is valid) to "true up" all of the required licenses. These tools
staff implemented have given us an edge during these challenging times and were
installed citywide just prior to the outbreak of the coronavirus
The benefits of Office 365 since its implementation has been:
• Access to the Microsoft Office applications anywhere and anytime on the web or
using Apps in devices like mobile phone and tablets
• Collaboration - A powerful hub for teamwork that brings together chat, video
calling, files, and apps into a shared workspace
o Multiple people accessing and modifying a file with real-time changes
o New Microsoft Modules, real collaboration modules with Teams & Planner
• Easy file sharing
o Personal OneDrive
o Access to your data in OneDrive from any device
• Automatic updates
o Virus and malware updates
o Always at the most current version
• Security - Microsoft 365 meets the enhanced security and compliance
requirements of government.
The County of Riverside and Microsoft together determine which Value Added Resellers
(VARs) are allowed to sell products according to the license agreement. The County of
Riverside has negotiated a Licensing Solution Provider Agreement (PSA -0001524) with
Dell Marketing L.P. for a Microsoft Enterprise Agreement (Master Agreement
No. 8084445) at a 46% reduction in cost. The City of Newport Beach has joined the
Riverside Licensing Solution Agreement to get the best price available.
Of the three quotes the City received from Microsoft's VARs, Dell's quote was the lowest:
Description
SoftwareOne
Total
Dell
Total
CDW-G
Total
Microsoft Licenses
$ 163,056.89
$ 160,461.60
$ 163,273.98
6-2
Three Year Software License Agreement for Microsoft
April 28, 2020
Page 3
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 — Riverside Count Microsoft Enterprise Agreement
Attachment B — Dell Inc., Microsoft Enterprise Quote for the Year 2020-2021
6-3
ATTACHMENT A
Licensing Solution Provider Agreement Number PSA -0001524
This Licensing Solution Provider Agreement is made and entered into this 22nd day of October 2019, by and
between Dell Marketing L.P., a Texas 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
Page 1 of 11
OCT 2 2 2019 -j, IV
6-4
Licensing Solution Provider Agreement Number PSA -0001524
whatsoever, based or asserted upon any services, or acts or omissions, of CONTRACTOR, its
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 indenmification 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 w' compromise in no
manner whatsoever limits or circumscribes CONTRACTOR indemnification to Indemnitees asset
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@riveo.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
Page 2 of 11
6-5
12.
13
Licensing Solution Provider Agreement Number PSA -0001524
amount of $300K, divisible by three years will result in an LSP Participation Fee of $500 annually
(100K*.5%). RCIT will invoice the Awarded LSP annually based on the enrollments verified from the
"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:
Alisson Harrington
One Dell Way
Round Rock, TX 78682
COUNTY Secondary Contact:
Rick Hai
2980 Washington Street
Riverside, CA 92504
11.1 Should Contract Management contact information change, the CONTRACTOR shall provide
written notice with the updated information to the COUNTY no later than 10 business days after
the change.
Termination:
12.1 COUNTY may terminate this Agreement without cause upon thirty (30) days written notice served
upon the CONTRACTOR stating the extent and effective date of termination.
12.2 COUNTY may, upon five (5) days written notice terminate this Agreement for CONTRACTOR's
default, if CONTRACTOR refuses or fails to comply with the terns 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
Page 3 of 11
Licensing Solution Provider Agreement Number PSA -0001524
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
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 docmnentation 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
Page 4 of 11
6-7
Licensing Solution Provider Agreement Number PSA -0001524
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
(P.L. 88-352), the Americans with Disabilities Act of 1990 (42 U.S.C. 51210 et seq.) and all other
applicable laws or regulations.
15. Entire Agreement: This Agreement, including any attachments or exhibits, constitutes the entire
agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous
representations, proposals, discussions and communications, whether oral or in writing, This Agreement
may be changed or modified only by a written amendment signed by authorized representatives of both
parties.
IN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute this
Agreement.
COUNTY OF RIVERSIDE, a political
subdivision of the State of California
By:
evm Jeffries, Chairman
Board of Supervisors
Dated: OCT 2 2 2019
ATTEST:
Kecia Harper
Clerk doff the Board
".—
Deputy
APPROVED AS TO FORM:
Gregory P. Priamos
County Counsel
By.
Susanna Oh,�Ifeputy County Counsel
Dell Marketing L.P., a Texas corporation
By:G td
Alisson H rrington
Senior Commercial Co nsel
Dated: zol
Page 5 of 11
OCT 2 2 2019 I (-D
M
Licensing Solution Provider Agreement Number PSA -0001524
Exhibit A
Microsoft Enterprise license subscription and services
Line
Description
Price Level
Markup %
Enterprise Online Services" (including Full USLs, From SA USLs,
1
Add-ons and Step Ups) M365 E3 and E5, Enterprise Mobility +
Level D
-0.56
Security E3 and E5, Office 365 Enterprise E1 or E3, Windows 10
Minus 2%
Enterprise E3 or E5.
2
Enterprise Products Office 365 Pro Plus, Windows 10 Enterprise,
Level D
-0.43
Core CAL Suite, Enterprise CAL Suite.
Additional Products M365 F1, M365 E5 Compliance, M365 E5
3
Security, Office 365 Enterprise F1, Project Online, Visio Online Plan
Level D
-0.43
1 or Plan 2, D namics 365, Azure, SQL Server, Windows Server, etc.
Server and Tools Product (applies to Server and Cloud Enrollments
4
only) SbarePoint Server, SQL Server, BizTalk Server, Visual Studio,
Level D
-0.43
Core Infrastructure Suites, etc.
5
All products for Select Plus Agreement No.7756479.
0.55
6
Microsoft Premier Support
2.00
7
Microsoft Unified Support Services
2.00
S
Microsoft Consulting Services
2.00
Page 6 of 11
Licensing Solution Provider Agreement Number PSA -0001524
Exhibit B
License Support Provider (LSP) service rates
Line
Description
Certified
Competency
Yes/No)
Hourly Rate
Data and Artificial Intelligent
1
Build Intelligent Apps
Yes
$425
2
Build Intelligent Agents
Yes
$425
3
Machine Learning
Yes
$425
4
Internet of Thins
Yes
$425
5
Globally distributed data
Yes
$425
6
OSS Databases
Yes
$425
7
Cloud Scale Analytics
Yes
$425
8
Data Platform Modernization to Azure
Yes
$425
9
Windows Server on Azure
Yes
$425
10
Security & Man agement
Yes
$425
11
Datacenter Mi ration
Yes
$425
12
Modern Business Intelligence
Yes
$425
Biz Apps
1
Customer Set -vice
Yes
$425
2
Field Service
Yes
$425
3
Marketing
Yes
$425
4
Talent
Yes
$425
5
Finance and Operations
Yes
$425
6
Business Central
Yes
$425
7
Power Apps
Yes
$425
8
Power BI
Yes
$425
Apps and Infrastructure
1
Azure Stack
Yes
$425
2
Hi h Performance Compute
Yes
$425
3
Cloud Native Apps using Serverless
Yes
$425
4
Modernize Apps
Yes
$425
5
SAP on Azure
No
$425
6
Linux on Azure
Yes
$425
7
Dev Ops
Yes
$425
8
Business Continuity & Disaster Recover
Yes
$425
9
Windows Server on Azure
Yes
$425
10
Securi &Management
Yes
$425
11
Datacenter Migration
Yes
$425
Page 7 of 11
6-10
Licensing Solution Provider Agreement Number PSA -0001524
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
$425
2
Security
Yes
$425
3
GDPR & Compliance
Yes
$425
4
Teamwork
Yes
$425
5
Calling & Meetings
Yes
$425
6
Modern Desktop
Yes
$425
7
Office 365 Migration Assistance
Yes
$425
7a
Mail
Yes
$425
7b
Teams
Yes
$425
7c
SharePoint
Yes
$425
7d
OneDrive
Yes
$425
Page 8 of 11
6-11
Licensing Solution Provider Agreement Number PSA -0001524
Exhibit C
Microsoft LSP Participation Form
D-'.: FCCEF._ JUPINK Eli RllaZn. ACID
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=rte n GUSTAVO VAZQUEZ. AUO
1111 i'r I M - . -_ ..a L•Liw��,_ „�. i..�.o-.
Microsoft LSP Participation Fonla
(RFQ 4RIVC0.2020-RFQ•0000048 attachment +)
Complete this form and return to
Payment should be made to
Rrvars+de Ccurty Irformotasr Tedlnclopy
Attention: Rack Hal
3450 14th Street- Fourth Floor
E mall Met@rmzorst
Rrverside CA 92501
(owir)-ct R., r.-ln Tdia ..n"ppy,f-
Ccrnpsri, Name G014f slkel•na LP
Nsma Sta:'t 112CW Titre Pronotsltrsosaet
Addrass Ona -;='. Aly
Ciry �,r R -,,I Zip Code 78"2 Tekphcne* 512-725_3107
Fax a..ara Emus Slac.s eecksr@C,s:�:an
Tf•e County of Ri.*rside � the host of the klaiosoft k'aster Agteemer•t I'lo SC34445 Ar ouesbors regarding
the product; and acensing should be directed to 1161`oro5oft
Ey sgrina twcw I am weeing to pay the part'.cipation fees for ea -4! Enrp:rrnErt that Is established by
lel*raging the Courfy of Rivetsice Master Agreement u+ acco+owr to +he scFedule tefere-ced on RFQ
*AIVCO2l)20-RFQ-00000.18 and any subsequent contrects and � er amerd,lents
By =ogring bekSw I also agree trial all ertollments wdl to submitted to kl•crc-- ft area to repxl errosmen!
onvity erd comply to the payment schedule per RFQ #R1`, CO-2020-RFC-COM1048 to R.vem de County
In!oRnabnn TechnOogr'
Frease refor.rcq the remittorca Infomtauon above for wnofq to sono iha payment Fadute to comply may
re5uh m the &weld being rescinded
Spgslwo
Stacie Beckef
rteni opliime
September 19, 2019
Date
Proposal Manager
Page 9 of 11
6-12
Licensing Solution Provider Agreement Number PSA -0001524
Exhibit D
Microsoft LSP Reporting of Active Enrollments Form
LSP Name
Company name
RIVCO
Contract ID
RIVCO-20800-00x-xx/ux
M crosoft
Agreement
Numbers
OlE59633, O1E73134, AND
NEW
Master
Enrollment
Enrollmen
tNumber:
Enrollment
Entity:
Start
Date:
End
Date:
Annual Spend
Enrollment
Contact:
Enrollment Contact
Email:
Enrollment
Contact Tel:
8084445
87654321
Riverside
County
Information
lec11n0109y
1/01/1
2
12/31/1
6
5645,000.00
Coln Doe
john�riyersid�
951-555-1212
Page 10 of 11
6-13
Licensing Solution Provider Agreement Number PSA -0001524
Exhibit E
Master Agreement
Attached include the followings:
1) Signature Form
2) Microsoft Enterprise Agreement
3) Microsoft Enterprise Agreement Amendment
Page 11 of 11
6-14
MSE#:
(MSLI
Tracking
Number)
Subsidiary:
Country:
Microsoft Document Headersheet
This is for informational purposes only '
5-0000004275258
Signature Form
Do not modify the formatting or spacing of this Form above this text
Account Manager Name / Alias:
United States
LAR/LAD/ESA:
Insight Direct USA, Inc.
Program/Version
EA 6 2016
ACCOUNT: County of Riverside
Outsourcer Name:
Business Agreement Number:
Master Agreement Number: 8084445
Agreement Number:
Purchase Order Number:
Comments:
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Document Number or Code
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and understand the above contracl dur-uinenls, including any websiles or documents incaiporaled by
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After This signature form is signed by tho Cuslnme.i. send it and Ihe C Jrltl'30 Doelunents to CUstonle(s
channel purlllei or Phoosoft account manager, who must submit beer to Ihe L,thwing addn.ss Wheo
Elle signature forth Is fully eBeCtlled by Microsofl, Q -11-imer will re..c.eive a Aohimalno copy
Microsoft Cotpointion
Dept 561, Volwne Licensing
6100 Pfeil Road, Suite 210
Reno, IVev:Ida B`J51 I. 1 137
USA
Pua9unuSlgrfoml!1di5�, r1i VIA I n'AfmFAII A 611 I(UIrI(Auo2o lar I'e;rt 201
behalf of
1 6-17
I
Microsoft bocument Headersheet
` This is for informational purposes only '
MSE#:
(MSCI 5-0000004275258
Tracking
Number)
Doe Type: Agreement
Do not modify the formatting or spacing of this Form above this text
Subsidiary: Account Manager Name / Alias:
Country: United States
LAR/LAD/ESA.
I
Insight Direct USA, Inc.
I
ProgramNersion
I
EA 6 2016
(Scanning Code)
[ACCOUNT: County of Riverside �I
Outsourcer Name: 1 1
Business Agreement Number 1
Master Agreement Number: 8084445
I
Agreement Number:
I I
Purchase Order Number:
Comments:
I
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Enterprise Agreement State and Local
Dlnl for Use will r hriasan NS01,,m n`ljiPvm,,,f, ,� rRnua5WI mislne".s ai,i Fei viers Aivgnieul
This Microsoft Enterprise Agreement ("Agreement") is entered into between the entities identified on the
signature- form I
Effective date, l he effective elate of this Agreement is the earliest elfectrve date of any Enrollment entered
Into under this Agreement or the date Microsoft accepts this Agreement, whichever Is earlier
This Agreement Con Si$t5 of (1) these Agreement tarns and conditions, including any amendments and the
signalwe form and all allachnlents identified'theiem, (2) the Product Terms applicable to Products licensed
under this Agreernenl, (3) the Online Services Terms, (4) any Affiliate Enrollment enle,ed into under this
Agreement, and (5) any order submitted under this Agreement.
Please note: Documents referenced in Offs Agraernett but not attached to the signalure form may be found
at hltL.(t lvrryand are incorporated in this Agreement by reference,
including trip Product Terms and Use Rights These documents may contain additional terms and
condilions for Products licensee{ under this Agreement and may be changed from time to tune Gr15tOmer
should review such documents carefully both of the time of signing and periodically Ilferedltei, and fully
understand all terins and conditions applicable to Products licensed
Terms and Conditions
1. Definitions.
"Affiliate" means
vvilh regard to Customer,
i
(1) any government agency, depadmenl, office, instrumentality, division, unit or other entity of
the slate or local government that Is supervised by or is part or Custoiriei. of wlh1ch
supervises Customer or of which Customer is a part. nr which is uncler common supefvision
with Customer,
(it) any county, borough, commonwealth, city, murticrpehly, town, township, special purpose .
district, or other similar type of governmental instrumentality established by the laws of
Cuslomer's slate and located vvithin Cuslomers state jurisdiction and geographic
boundaries. and
(if!) any other enlity in Cuslom6's stale expressly authorized by the laws of Customers state
to pwchase under state co ttacts; provided that a slate and its Affillates shall not, for
purposes of this definition be considered In be Affiliates of the federal government and its
Affiliates, and
lb, with regard to Microsofl, any legal enlily that Microsoft owns, that ovens Microsoft, or that is
tinder rommon ownership with P,ticrosofl,
"Cuslomer" means the tegal enlity that has entered into this Agreement with Microsoft
"Customer Dela" means all data, including all leYl, sound, software, image, or video files that are provider(
to Microsoft by, or on behalf of. an Enrolled Affiliate and its Affiliates through use of Online Services_
'Clay" meads a calendar day, except for references that specify "business day".
"Enrolled Affiliate' means an enlity, eilher t;uslorner or any one of Gustomei's Affiliates that has entered
Into an L'nrollment under this Agreement
1..12nrGngi{vSi:;LUIEM1Itillriuv2p til) Pn;p: I or I I
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1 6-19
"Enrollment' means the documenl that an Eniolled Affiliate submits under this Agreement to place orders
for Pnoducls
"Enterprise" means an Enrolled Affiliate and the Affiliates for which II i= responsible and rhoo5e5 on its
Enrollment to include in its enterprise.
'Flees' means Product fixes, modifications or enhancements, Or their derivatives, that Microsoft caller
releases generally (such as Product service packsV or provides to Customer to address a specific issue.
"License' means the right to download, nstall, access and use a Prod Uct For certain Products. a License
Inay be available on a fixed term or subscription basis ('Subscription License'), Lice,ises lotOnline
Services will he considered Subscription Licenses
-%licrosofl" means the Microsofl Affiliate that has enlered Into Iles Agreement or an Enrollment and its
Affiliates, as appropriate
I
`Online Services' means the Microsoft -hosted services identified as Online Services in Pre PrOdud. Terms
"Unline Services 1 -elms' means the additional terms that apply to Customer's use of Online Services
publishes on the VOhlme Licensing Site and updated front lane In lime
'Product' mean, all products Identified in the PYOdllfl Tents, such as all Software, Online Services and
other web -based services, including pre-release or bola versions.
'Product Teuns' means the documenl Ihal provides information about Microsoft Products and Professional
Services available through volume licensing The Product Terris document is published on the Volume
Licensing Site and is updated from lime to time
"SLA" means Service Level Agreement. which specifies the minimum service level for Online Services and
is published on the Volume Licensing Site.
'Softwair' means licensed copies of Miaosdit sahware identified on the Product Terms. Software does nol
include Online Services. but Software may be pari of an Online Service
"Software Assur once" is an offering oy Microsoft that provides new version rights and other benefits for
Products as further described! in the Producl Terms.
'T'rade Secel" means infoirnation that is not generally known or readily ascertainable to the public, has
econornic value as a iesull, and has been subject to reasonable, steps under the circumstances to maintain
its secrecy.
"use" of 'run" means to Copy, install, use, access, display, run or otheivi se Interact
'Use Riglds''' rneans the use rights of le n'ns of service (or each Product published on the Volume Licensing
Site and updated from lime to time The Use Rights supersede the leans of any end user license agreement
that accompanies a Predict The Use Rights for Software are published by Microsoft in the Pinducl'1'eans
The Use (tights for Online Services are published in the Online Services Terms,
VOlunie Licensing Silo' meanshinp!/'w.ev:.mi.rosofLcumllicensincylcontract_ or a successor site
2. How the Enterprise progr� rf works.
a. Gei 1. The Enterprise program consists of file leans and conditions on which an Enrolled
Affiliate may acquire Pioduct Licenses. Under the Enterprise program. Customer and ds
Affiliates may order Licenses to; Prodw:ts by entering into Enrollments
b. Gnrollntents. The Enterpn5e program gives Customer and/or its Affiliates the ability Io enter
into one of more Enrollments to order Products- Subscription Enrollments may be available for
some of these Enrollments Nolwilhstanding any other provision of this Agreement only
Enrolled Affiliates identified in an Enrollment will be responsible for complying with the terms
of that Ellrollmenl, including the tents of this Agreement incorporated by reference in that
Enrollment
r-�aui �-,,irfustsi atr-tic;nm,ivairinl
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Pro owitk2.m-1W
1 6-20
c. Licenses. The types of Licenses, available are (1) Licenses obtained under Sof(vi
Assurance (L&SA), antl (2) Suh'scription Licenses These License types, as well as additional
License Types, are further described In the Product List,
3, Licenses for Products
a. License Grant. Mici grants the Enterprise a non-exclusive, worldvide antl limited right
to doamhload, install and Use software Products and to access and use lire Online Services.
each in the quantity ordered under an Enrollment The rights granted are subject to the terms
of this Agreenenl, me Use Rights and the Product Terms. Microsoft reserves all rights not
expressly granted in this Agreerglent.
b. Duration of Licenses. Subscription Licenses and mast Software Assurance rights are
temporary and expire when the applicable Enrollment is terrninaled or expires, unless the
Enrolled Affiliate exercises a buy-oul option, which is available for some Subscription Licenses
Except as otherwise noted ni the applicable Enrollment or Llse Rights, all other Licenses
become perpetual only v:hen all payments for that License Have been made and the Initial
Enrollment tern has expired
c. Applicable Use Rights
(1) Products (other than Onlhne Services) The Use Rights in effect on Iheeffective date of
the applicable Enrollment term will apply to Enlelprise's use of the version of each Product
that is current at the time For future versions and new Products, the Llse Rinhts in effect
when those versions and Products are first released will apply Changes Microsoft makes
to the Use Rights for a panc6ular version will not apply unless the Enrolled Affiliate chooses
to have those changes apply The Use Rights applicable to perpetual Licenses that were
acqulred under a Previous agreement or Enfohnnerit are determined by the Agreement or
Enrollment under which they were acquired Renewal or Software Assurance does not
change which Use Rights apply to (hose Licenses.
(II) Online Services For Online Services, the Use Rights In effect on the subscription start
date will apply for the subscription term as defined in the Product Terms
Downgrade rights. Enrolled Arfiliale may use air earlier version of a Product other than Online
Services than the version that Is current on the effective data of the Enrollment. For Licenses
acquired in the current Enrollrnenl temp, the Ill Rights for tha current version apply to the use
of the earher version It the caber Product version includes features that are not in the new
version, then the Use Rights applicahle to the earlier version apply with respecl to those
factures.
e. New Version Rights under Software Assurance Emolled Affiliate most order and marnlaln
ronlmuonsSofiwareAssurance'coveragefor each License ordered With SoflwareAssuranr_e
coverage, Entrrprise automatically nos the right to use a new version of a licensed Product as
soon as it is released. even if Enrolled Affiliate cheeses not to use the new version immediately
(I) Except as otherwise permitted under an Enrollment, use of the new version will be subject
to the new version's Use Rights
(it) If the License for the earlier version of the Product is perpetual at the time the new version
is released, the License for the new version will also be perpetual. Perpetual Licenses
obtained through SorP,vare Assurance replace any perpelual Licenses for the earher
version,
f. I_iransn confirmation. This Agreement, the applicable Enrollment. Enrolled Affiliate's order
confiunauon, and any documentation evidencing tfanslers or perpetual Licenses, together with
proof of payment, will be Enrolled Affiliate's evidence of rill Licenses obtained under an
Enrollnlenl
EA2n I Mli,(Us)SLG{E1 IGIINoaZO l ar P; rile Ire 1I
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i 6-21
d, Reorganizations, cause l klatlons and privatizations, II the number of Lu;erfses covered by
an Enrollment changes by more than len percent as a result of (1) a reorganization,
consolidation or privatization of an entity or an operating (I'VNSlall (2) a privatization of an
Affiliate or an opef ating d,vision of Enrolled Affiliate of any of Its Ali Bates, of (3') a consohdahoo
including a rnergef 'nith a third party that has an existing agreement or Enrollment. Microsoft
will work with Enrolled Aff,hote in gond faith {o determine hrnv to accommodate Ill; changed
circumstances in the context of this Agreement
Making copies of Products and re-imaging rights.
a. General. Enrolled Affiliate may make as many copies of Products, as it needs to dlslriLute
them vrfthin the Enterprise, Copies mucd be true and r,omplele (Including copyright and
trademark notices) item master copies 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 fol any third party's actions. Enrolled Affiliate agrees la make I'easonahle.efforts
to notify its employees, agents, and any other fndiuduals who use the Products that the
Products are licensed from Kcrosofl and subject to the IermS of V115 Ayrecinenl.
In. Copies for traininglevaluation and baric -up, Far all Products other than Online Services.
Enrolled Affiliate may (1) use iup to 20 complimentary copies of any licensed Pfoduct in a
dedicated training facility on its premises for purposes of training on that pafticular Product, (2)
use up to 10 complimentary copies of any Products for a 60 -day eva)ualinn period and (3) use
one complimentary copy of any licensed Product for back-up or archival purposes for each of
Its distinct geographic locations. "Trials for Online Services may be available if specified In the
Use Rights.
c. Right to re-image. In certain rases, re-imaging is permilled using the Product media It the
Microsoft Product is licensed (1) from an original equipment manufacturer (OEM), (2) as a (,III
packaged Proclucl through a retail source, or f3) under another Microsoft program, then media
piovideo under this Agreemenl'may geneually be used to create images for use In place of
copies piovided through that sepafale source. This right Is ronddinnal upon the folldvring.
(i) Separate Licenses must be acquired from the separate source for each Product that Is re -
Imaged
(if) The Product, language version, and components of the copies made musl be Identical to
the Pfoduct, language, version, and all components of the copies they replace and the
number of copies or instances of fine re-imaged Product permitted remains the same
(fit) Except for copies of an operating system and copies of Products licenser) under another
Microsoft program, the Product type (e if Upgrade or full Llcanse) re-imaged must he
Identical to the Product type licensed from the separate source
(iv) Enrolled Affiliate must adhere to any Pl0dnCI-specd1c processes of requirements for re-
inaging iclenllfied in the Product Terms,
Re-imaged Products remain subject to the terms and use rights of the License acquired from
the separate source This subsection does not create at exlend any Micosoft warranty or
support obligation
5. Transferring and reassigning Licenses.
a. License transfers. License transfers are not permflled, aycept that Customer or an Enrolled
Affiliate may transfer only fully -(laid therpolual Licenses fol
(1) an Affiliate, or
(li) a third party solely ur courerpon with the transfer of hardware or employees to whole the
Licenses have been assigned as part of ((-At a privatization of an Affiliate or ardency or of an
EA213 18AnrrL15)5LG(UJ, (Nw2(11G)
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6-22
operating division of Enrolled Affiliate or an Affiliate (Lit) a reorganization. or (C) a
consolidation. I
Upon such transfer, Cuslamer'of Enrolled Affiliate must uninstall and discontinue using the
licensed Product and render any copies unusable
h. Notification of License Transfer. Enrolled Affiliate must nolify fvliciosoh of a License transfer
by complePrig a license' transfer form, which call be obtained firm
ht(0*1iwwwmiciosoflcnni/Leen:-,ivalronlrzrcls and sending the completed form to Microsoft
before the License transfer. No License, transfer will he valid unless Enrolled Affiliate provides
to the Transferee, and the transferee accepts in :vriting, documents sufficient la enable the
transferee to ascertain the sc4ie, purpose and limitations of the rights granted by Mlriosoft
under the licenses being transferred (inchidingthe app)(cable Use Rights, use and transfer
restnclons, warranties and limitations of liability) Any License transfer not made in compliance
with Ibis sertion,,vill be void I
c. Internal Assignment of Licenses and Software Assurance. Licenses and Software
Assurance must he assigned to a single user of device within the Enterprise Licenses and
Solhr:ere Assuranre may be reassigned within the Enterprise as, deserihed in the Use Rights
6. Term and termination.
a. Term. The tern of This Agreement will be 36 full calendar months from the effective dale k , -less
Icrminated by either party as described below Each Enrollment will have the team provided in
that Enrollmenl
b. Termination without cause. Either party may forminate this Agreement, without cause, upon
60 days' ,written police. In the evenl of termination, new Enrollments will not be accepted, bill
any existing Enrollment will continue for the term of such Enrollment and will continue to be
governed by this Agreement
c. Mid-term lerminntlon for non -appropriation of Ftmds. Enrolled Affiliate may terminale Ibis
Agreement or an Enrollment without liability. penalty or hlrtllBlobligation to make paintents if
Rinds to make payments under the Agreement or Emollment are not appropinated or allocated
by the Enrolled Affiliate for sucli purpose
d. Termination for Cause. Without limiting any other remedies it may have, either party may
terminate an Enrollment if the other party materially beaches its obligations under this
Agreement, inrJuding any obligation to submit orders or pay Invoices- Except where the breach
is by its nature not curable within 30 clays, the terminating party must give the other party 30
days' notice of its intent to terminale 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 bleach. It 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 Agreomenl
and all Enrollments undei it. II an Enrolled Affiliate ceases to be Customer's Affiliate, it must
promptly nollfy Microsoft and Micivsoft 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 Affffiate, then
Enrolled Affiliate will have the early termination rights described rn the Enrollment
e. Early termination. II (1) an Enrolled Affiliate terminates its Enrolment as a result of a breach
by Microsoft, or (2f it Microsoft terminates an Enrollment because the Enrolled Affiliate has
ceased In be un Affiliate of Customer, or (3) Enrolled Affillele terminates an Enrollment for rion-
appropriation of funds. or (4) IvIlimisoft leiminales an Enrollmenl for non-payment due to non -
appropriation of funds then the Enrolled Affiliate will have the follo+.viny options:
(1) It may Immediately pay the total remaining amnunt due, including all urs;lallmenls, In which
case, the Enrolled Affiliate will have pei pelual nghls lot all Licenses it has ordered, or
I
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6-23
(it) 11 may pay only amounts due as of the lerrmnahon crate, in which case the Enrolled Affiliate
r,vill have perprit ial Licenses fur:
'I) all copies of Products (including the latest version of Productsordered under SA
coverage in file current teen) for which payment has been made in full. and
2) the number of copies of Products If has ordered (Including We latest version of
Products ordered under Software Assurance coverage in current term) that Is
proportional to the total of insiallruenl payments paid versus Iola1 ameenlS due (paid
and payable) If the early termination had not occurred
(iii) In the case of early termination under subscription Enrollments, Enrolled Affiliate will have
thin following options: I
1) Foi eligible Products, Eliro'led Affiliate may obtain perpetual Licenses as described in
the section of the Enrollment titled "Buy-out option," provided that Microsoft I'ecetves
the buy -cwt order for those Licenses within 60 clays after E=nrolled Affiliate provides
notice of termination
21 In Ihe, event of a brea•lll by Nllciosoll, if Custofner chooses Oct to exercise a buy -ort
Option; kliciosnfl will issue E=nrolled Affilane 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 arquired either in a sepaiale
agreement cl in a prior loom of 111� Ieinunated Enrollment.
f. Effect of torminalion or expiration. When an Enrollment expires or is terminated,
(i) Enrolled Affiliate must order Licenses for all copies of Products it has run for which it has
not previously submitted an lor'der Any and all unpaid payments for any ender of any kind
remain due and payable, Escepl as provided in the subsection titled "Early lemtination," all
unpaid payments for Licenses immediately become due and payable.
(u) Emulled Affiliate's right to Soffware Ass!uance benefits under this Agreement enols if it
does not renew Software Assurance
g, Modification or termination of an Online Service for rogulalory reasons. Micresorl may
modify or leiminale an online Service where there is any cun'enl or future goveminent
requirement or obligation that. 'l1) subjects Mlcrosorl to anv regulation of reyuiremenl not
generally applicable lO businesses operaling in the jurisdiction, (2) presents a hardship for
Microsoft to continue operating the Online Service without mo(lifiration, and/cu (3) causes
Mlcrosob to believe these lerms or the Online Service may conflict with any such requirement
or obli(Ialion
h. Program updates. Microsoft may make changes to this program that will male it necessary
for Customer and its Enrolled Affitales to enter into new agreements and Enrollments at bre
time of an Enrollment renewal ,
7. Use, ownership, rights, and restrictions.
I
a. Products. Unless otherwise specified it a supplemental agreement use of any Product Is
governed by the Use Rights sfiecific to each Product and version and by the lenms of the
applicable supplemental agreement.
h. Fixes. Each Fix is licensed under the sarnc teens as the Product to which it applies If a Fix is
not provided for o specific Product, any use rights Microsoft provides vvilh the Fix will apply
c. Non -Microsoft software and technology. Cnrolled Affiliate Is solely responsible fel any loll.
Microsoft software or technology that it installs or uses mth the Prochicts or Fixes
I_=.eUl!i A(11IUS15 LGIG`IGpNUV1.l} If1
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6-24
d. Restrict is ns. Enrolled Affiliate must not rand is not licensed to) (1) reverse engineer,
decomplle, or disassemble any' Product or Fix, (2) install or use non -Microsoft soiiweire or
technology In any way that wadd s-lbject Miciosott's intelleclual property of technology to any
other license f-erms, of (31 work around uny technmatimgat7ons in a Product or Fly or
restrictions in Product dorunlenlalion. Customer must not (and is not licensed lot O separate
and run parts of a Product or Fix on rnore than one davice, upgrade or downgrade earls of a
Product or Fix at different times, or transfzr parts of a Product or Fix separately: or (if) disinbule,
sublicense, rent, iease, lend ant/ Products or Fixes in whole or u1 part, or use them to dffe.i
hosting services In a third party.'
1
e. Reservation of rights. Produc'ls and Fixes are protected by copyright and other lrltelleGlral
property rights laws and international treaties. Microsoft reserves all rights not expressly
granted in this agreement, No rights will be gianled or unpliecl by waiver or estoppel Rights
to access or use Soflware on a device do not give Customer any right to implement Microsoft
patents or olliei fAmosofl lflolleclual piolleily In the device itself or in any other software or
devices
8. Confidentiality.
"Confidential Infonnalion" is non-public information that is designated 'confidential' or that a reasonable
parson should understand rs confidential, lncludmg Customer Data Confidential Information does riot
include information that (a) becomes Publicly available vrithoul a breach of this agreement, (b) the
receiving party ier_eived IavAully front anolher source withoul a confidentiality obligation. (c) is
independently developed, or (d) is a cornnenl or suggestion voliunleered about the other party's
business products or SeNIbe S. j
Each party will lake reasonable steps to protect the other's Confidential Information and will use the other
party's Confidential Information only for port poses of the parties husiness relationship Neither party will
disclose that Confidential Information to third parties except to its employees, Affiliates, cdnlracters,
advisors and consultants ('Representatives") and than only on a need -lo -know basis under nondisclasne
obligations at least as protective as this agreement Each party icorains responsible for the use of the
Confidenlial Information by its Represerdatives and, in the event of discovery orany unauthorized use bi
disclosure, must promptly notify the other party
A party may disclose the other's Confidential Information it reguued by law, but only after it notifies the
other party (if legally pennissiblo) to enable the other party to seek a prolective eider
Neither party Is requ.red to reshtct work assignments of its Representatives who have had access to
Confidential Information Each party agrees that the use of information retained in Representatives'
unaided inemories in the development or deployment of the padres' respective products or services does
not create liability under this Agreement or trade secret law, and each party agrees to limit what it
discloses to Ute other accordingly
These obligations apply (r) for Customer Data until it is deteled fiam the Online SenAces, and (ii) for all
other Confidenlial htfoanahon, for a period of five years after a party receives lire Confidential Information,
I
9. Privacy and compliance with laws.
a. Enrolled Affiliate consenl . to the processing of personal information by N11crosorl and Ilsagents
to facilitale the subject matter of this Agreement Enrolled Affiliate will obtain all required
consents frorn third parties under applicable privacy and data protection lav; before pioviding
personal infornintion to IAicrosofl
b. Personal in(ornlalion collected under this agreement (i) may he transferred, slored and
processed in the United States or any other crnmhy in which Microsoll or its service providers
maintain facilities and (if) will be subject to the privacy terms specified in the Use Rights
hAicrosoft will abide by the requirements of European Economic: Area and Swiss data protection
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1 6-25
law regarding the collection, use transter, retention, and other plocessiog of personal data
Rom the Europeen Er.auornrc Area and Switzerland.
r
c. U.S. export. Products and Fixes are subject to IJ S. etparl jurisdiction. rniolled Affiliate must
comply with all applicable niternalioril and national laws, ricludinp the U.S Export
Administralron Reyulalions end International Traffir. In Anns Regulations. and end-usar, end
use and destination restrictions Issued by U G. and Other governments related to Mirrosoft
praducls, services and technologies.
10. Warranties.
it Limited warranties and remedies.
(i) Software. Microsoft warrants that earil version of the Software will perinnn substanhally
as described in the applicable P(ndUct darumentallon for one year from the dale the
Enterprise Is first Iicenseclifor that version If it does not and the Enterprise notifies
Microsoft within the warranty term, then Microsoft will it its option f I ) return the price
Gnrollecl Affiliate pard for the Software license, or (2) repair or replace the Soflwale.
(ii) online Services Microsoft warrants that each Online Service will perform in accordance
with the applicable SLA during the Enterprise's use. The Enterprise's remedies for breach
of this warranty are in the $LA.
The remedies above are (lie Enterprise's sale remedies for breach of the wauanties hr this
section Customer Waives any breach of warranty claints not madeclurtng the warranty period
b. Exclusions. The :varsities in this agreement do not apply to problems caused by icrident,
ahose, nr use in a manner inconsistenl with this Agreement, including failure to meet minimum
system requirements. These iwanonhes do nal apply to free, trial, pre•felease, of beta
products. or to rnmponenls of Products that Enrolled Affiliate is permitted to redistribute.
Disclaimer. Except for the'limlted warranties above, Microsoft provides no other
warranties or conditions and disclahns any other express, implied, or statutory
warranties, including warranties of quality, title, non -infringement, merchantability, and
fitness for a patitcular, purpose.
11. Defense of third party clairns.
The parties v+ill defend each other against the third-pirly claims described in this section and will pay the
amount of any resulting adverse final Itidgnient or approved settlement, but only If the defending party is
promptly notified in writing of the claim and has the right to control the defense and any settlement of it. The
party being defended must provide the defending party with all requested assistance. Information, and
authority. The defendmg party for reasonable out-of-pockel eapense5 d in(:urs
in providing assislance This section describes the parties' sale remedies and entire liability for such claims
I
a. By Microsoft. fvbciosofl will defend Enrolled Affiliate against any third -party claim to the extent
it alleges that a Product or Fix made available by Microsoft for a fee and used within the scope
of the license granted (unmodified from the form provided by Microsoft and not combined with
anything else) insapprepiiales a trade secret of directly infringes a palenl, copyright,
trademark or other proprietary right of a third party. If Microsoft Is unable to resolve a claim of
inhingemenl under commercially reasonable leans, it may, at ds option, either 11) modify or
replace [lie Product or Fix with a functional equivalent, or (2) terminate Enrolled Affiliate's
license and refund any prepaid liccnse 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 lerminalion dale Microsoft will not be liable for any claims ordamages due to Enrolled
Affiliate's continued use of a PrOdi.lrt or Fix atter being notified to stop tlrie to a third patty claim.
h. By Enrolled Affiliate. To the extent permitted by applicable law, Enrolled Affiliate will defend
Microsoft against any thiol -parry caini to the extent it alleges that (11 any Customer Data or
j
c.ozo u;npi oisnsi.ri encllrl,.vzo 18r
c'age'y nl I I
Document x10 1020"1
6-26
nor-Nhcrosoft 9eftware hosted in an Online Service by Microsoft on Enrolled Affiliate's behalf
rnieappropriales a trade secret or directly infringes a patent. copyright, Iradernaitd, or other
nropnelary right of a thud party. or (2) Enrolled Affiliates use of any Product or Fir„ alone or in
comhination with anything else, violates the law or damages a third party
I
12. Limitation of liability.
For each Product, each party's maximum, agttregald habrhly to the other corder this Agrzeuient is tiniled
to direct damages finally awarded in an amount nal to exceed the amounts Enrolled Atfdiale vias required
to pay roc the applirable Products dining lire r lean of this Agreement, suhlecl to Roe following
a.Online Services. Por Online Services, PAicroso(t's maximum liahilily to Enrolled Affiliate For
any irteidanl giving rise lc a ctalin will not exceed the amount Enrolled Affiliate paid for the
Online Service during the 12 manlhs before the incident
b- Free Products and Distributable Code, For Products provided free of charge and code
that Enrolled Affiliate Is oulhorized to redistiibule to third parties wdhcut 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, of
consequential damages, or for loss of use, loss of business information, loss of revenue, or
interruption of business, however caused or on any theory of liability
d. Exceptions. NO hu ilaliorr or exclusions will apply to liability arising out of either parlyIs ( I )
confidentiality obligations (except for all liability related to Customer Data, which will rema'u1
subject to the limitations and exclusions above), (2) defense obligations, at (3) violation of the
other party's intellectual property noIIIs
r
13, Verifying compliance.
a- Right to verify compliance. Enrolled Affiliate must beep records relating to all use and
disb'ibution of Products by Enrolled Affiliate mrgl its Affiliates, Microsoft has the right, at its
expense, to the extent perinilled by applicahleILiw, to verify compliance with the Product's
license terms Enrolled Afhliale must promptly provide the Independent amlil wdlr any
informalfon Ile auditor reasonably requests in furtherance of the venficalion, inc'. Lining access
(a systems 11,10MI)o the Products and evidence of Licenses for PrLaddlrt5 Enrolled Affiliate hosts.
subticenses, or ellsldbules to third parties. Enrolled Affiliate agrees to complete Mirrosofl's
self -audit process, which Microsoft may fequne as an alternative to a third party audit
I) . Remedies for non-compliance. If verification or self -audit reveals any unlicensed use or
distribution, then within 30 days', (1) Enrolled Affiliate must order sufficient Licenses to cover
that use or distribution, and (2) if unlicensed use or distribution is 307, or more, Enrolled Affiliate
must reimburse Microsoft for the cost Nhcrosoft has incurred in verification and acquire the
necessary additional licenses at 12"A of the price based on the then -current price list and
Enrolled Affiliate price level The unlicensed use percentage is based on the total m.nnbei of
licenses purchased compared to actual install base. If there Is no unhrensed use. Microsafl will
nor subject Enrolled Affiliate to another verification far at leas( one vear. By exercising the
rights and procedures described above, Microsoft does not waive its rights to enforce this
Agreemenl or to protect its intellectUal properly by any other means permuted by low.
c. Verification process. Mdrerosoft will notify Enrolled Affiliate at least 30 days In advance of its
intent to verify Enrolled Affiliates compliance with the license teens for the Products En,oiled
Affiliate and its Affiliates use or distribute Microsoft will engage an Independent auditor, which
will be suhfeU to a confidentiality obligation Any information collected in the self -audit will be
used solely for purposes of determining compliance This verification will lake place during
nonnai business hours and in a manner that clops not inledere unreasonably with Emolled
Affiliate s onerahoos,
EA211 RiAgr 1Ibl
Papp RPI I I
O umilreut xln.l n9rdr
6-27
14. Miscellaneous.
a Use of conlracton Microsoft may use r..onlraclos to perform servwr As, but villi be responsible
for their pedormence subject to the tern-rs of this Agreement
b. Microsoft as independenf contractor. The parties are independent conlraclors Enrolled
Affiliate and Microsoft each may develop products independently without using the other's
Confidential Inlonnahoo
c. Notices. Notices to bUcrosofl must be serif to the address on the signature forst. Notices must
he in willing and will be treated as delivered on the date shown on the return receipt or on the
courier or tax confirmation of delivery. Microsoft may provide information to Enrolled Affiliate
abuul upcoming ordering deadlines, services, and subscription information In electronic loin,
including by email to contacts provided by Enrolled Affiliate Emails will be healed as delivered
on the Iraosmission dale.
d. Agreement not exclusive. Customer is free to enter into ac,reelnenls to license, use or
promote non -Microsoft products.
e. Amendments. Any amendment In [his Agreement must be executed by bolls parties. except
Olaf Microsoft may change the PIed UCI Terms and the Use Rights howl lime to lime in
accordance wiln the terms of fills Agreement Amy conflicting terms and conditions contained
in an Enrolled Affiliate's purchase order will nol apply, Microsoft may require Customer to sign
a new agreement or an amendlinent before an Enrolled Affiliate enters into an Enrollment under
this agreement r
I. Assignment, Either party may assign this Agreemenl to an Affiliate, but must notify [Ise other
party in writing of the assignment. Any other proposed assignment Must be approved by the
non assigning party in writing- Assignment will no! relieve the assigning party of its obligations
under the as�iigncd agreement Any attempted assignment vvidtoul required approval will be
void I
g. Applicable law{ dispute resolidlou. The terms of this Agreennent will be govem2d fly the
laws of Cuslnmer's stale, yvllhout giving effort to its conflict of lams. Disputes relating to this
Agreement will be subject to aiilSlicable dispule resolution laws of Customer's slate
I
It. Severability. If any provision inlhis agreement is held to be unenforceable, the balance of the
agreement will remain in full iorcr._ and effect
i. Waiver. Failure to enforce any, provision of this agreement will not conslitute a waiver. Any
waiver must be in writing and signed by the waiving party.
j. No lhlyd-party beneficiaries. :This Agreement does not create any third -party beneficiary
rights.
k. Survival. All prnvrsrons sun;ive lenrnnation on expiation of this Agreement except those
re(luiring performance only during the lean of the Agreement_
I. Management and Reporting- Customer and/or Enrolled AffiliateniaVirianagrl accooril clotails
(e.g., contacts. orders, Licenses, software downloads) on Mlcrosoll's Volume Licensing
Service Center-('VLSC-) web site (or successor site) at
httlpq ihwvw nr ciosoil cgm(lcensiroarservicecenter Upon the effective date of Ihrs Agreement
and any Enrollments, the conlacl(s) identified for this purpose will be provided access to this
site and may authorize additional Users and contacts
m. Order of precedence In the case of a conflict between any documents in this Agreement Ilial
is not expressly resolved In those documents, their forms will control in lire following order h'wn
highest to lowest priority (1) this Enterprise Agreement, (2) any Cri ollmenl, (3) the Product
Temis, (d) the Online Services Terms, (5) orders submitted under Inns Agreement, and (65 any
other documents in this Agreement Terms in ail amendment cunlrnl over the amended
document and any prior amendments concerning the same subject mailer
EA"() Iii gIUA)Sr-i9,�Wr)(N'ovlll 0;)
Page Ill of I I
pr_,grntnnl X20 10204
W
if. Prop. Products. II is M1:Iicrosoft's 1intent that the leets of this Agreement and the Use Rights he
In compliance with all applicable federal law and regulations Any free Productprovided to
Enrolled Affiliate is for the sole use and benefit of the E Palled Affiliate, and is not provided lot
LISP by or personal benefit of any specific government employee.
1
In. Voluntary Product Accessibility Templates. IJncrasoll supportstne yovemmenCs ebligalirn
to provide accessible lechnologies In its cihzerls with dsabilities as 1ertulrad by se.clion 508 of
the Rehabilitation Act of 1W3, and its stale law counterparts The Voluntary Product
Acees, lOilty Templates ('VPATS") fol the Microsoft technologies used in providing the Online
Seivires can be found at Microsoft's VPAT page. Further informafinrt tegarding Microsoft's
connnilment to accessibility can be found at hltp YTIuiclosofl.cowlenable
p. Natural disaster. In the event of a "naturd diSaSff.r," PAicrosofl may provide additional
assistance or rights by posting them on libn> !%v.v_v,.microsofl mn) at such time.
cl. Copyright vlolalion. Except as set I'ollh in file section above entitled "T'ransfening and
reassigning Licenses", the Enrolled Affiliate agrees to pay for, and comply with the lerms of Ihis
Agreement and the Use Rights, for the Products it uses Exr_ept to the extent Enrolled Affiliate
Is IICenSEd under Ihis Agreentenl. it will he responsible for its breach of this corlbarl and
violation of Microsoft's copynghl in the ProdLICls, including payment of License fees Specified
lin this Agreement for unlicensed use
[.A 20 livuvf l) 1SLGr,ct 16111 Im�b) I C) p;tgu 11 of I t
Ilo,I Y,_ IL 1 720q.
6-29
L ` Micrc±sof?: �;nit.lrnr I_icr-_rlsir�q
Supplemental Contact Information Form
This torn can he user) In combination with MBSA, Agreement, and r-nrollment/Registration
However. a separate form must be submitted for each cnrollmenthegislration. when male than one ie
submitted on a signature form. For the liurposes of this form, 'entily" can mean the signing entity.
Customer, Enrolled Affiliale, Goveinmenl Partner, InstiluGnn, ul other party entering into a volume
licensing program agreement Primary arcl Notices contacts in this form will not apply to enrollments
or I egistralions
This form applies to: ❑ MBSA
(] Agreement
Lnrollment/AffIihile Registration Form
Insert primary r tidy name if more than one Cnrollmeni/Reglslratron
Form is submitted
Contact information.
Each party will nolify tho other in writing if any of the infonttalior. in the following contact information
page(sl changes The asterisks (') Indicate feyuired fields. it the entity chooses to designate other
contact types, the same required fields niusl be coiiipleled fol each section. By providing contacl
information, entity_ consents to its use for purposes of administering the Enrollment by Microsoft and other
parties that help klicrosoft administer this Enrollment The personal information provided In connection
with lkri agreement will be used and prolecled according to the privacy stafanient available at
Wins liiicei sim microsoll. com.
1. Additional notices contact.
This contact receives all notices that are sent from Microsoft No online access is granted to tlir$
individual,
I
Name of entity' County of Riverside
Contact name'; First Regina Last Funderburk
Contact enlatl address' RFunde;burk;arlvco ofg
Street address' 3450 141h Slrzet, 41h FioorI
City" Riverside Slate/Province' California Postal code' 92501-3861
Country' USA
Phone'951-955-2265 Fax
❑ This contact is a third party tnol the entity) to/arning This contact receives personally Identifiable
information of the entity_
2. Software Assurance manager.
This contact will receive online permissions to manage the Software Assurance benefits uodel the
Enrollment of Registration
Name of entity' Counly of Riverside
Contact name': First Regina Last Funrlerhurk
Contact email address' RFunderbuI`li@Iivco grg
Street address' 3450 14th Slreel 4th Floor,
City' Riverside StotWProvince' California Postal code' 92501-3861
1
I
tiupCOPbif. GilpForM(HA:ln)(FMC in;,3211131, Page 'I u(,I
6-30
Country' USA
Phone' 951-955 2265 Fax
)'his contacl is a third party (not the entity) Warning This contact receives personally identifiable
infoirnalion of hie en6s
3. Subscriptions manager.
This contact will assign NISIDN. Expression, and TechNet Flus subscription licenses to lire indivrdoal
subscriber under this Enrollinont or Regishnlion Assignment of the subscription licenses is necessary
for access to any of the online benefits, such as subscription downloads. This contact ',vill also manage
any complimentary or additional media purchases related to these subscriptions
Name or entity' Ccunty of Riverside
Contact name': First Regina Last Funrleihurk
Contact ernail address' RFUndetbudk cDrivco.er(I
Street address' 3450 14th Street, 4th Floor
City' Riverside Slalelprovirtce' California Postal code' 92501-3861
Country` USA
Phone* 951-955-2205 Fax
❑ This contact is a third party (not the entity) Warning This cont -art receives personally identifiable
information of the entity
4. Online services manager.
This rontacl will be provided online peembsirnlu to manage the online services ordered under the
Enrollment or Registration
Name of entity' Counly of Riverside
Contact name': First Luis Last Flores
Contact email address' LFFlores olrivco org
Street address' 3450 1411) Street, 411h Floor
City' Riverside StatelProvince' California Postal rode' 9150 1-3861
Couolry' USA
Phone'951.955-8114 Fax
❑ This contact is a third party (nol 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 WSM) for support -related activities
Name of entity' County of Riverside
Contact name'; First Luis Last Floes
Contact email address' LFFloresGrivco.oig
Street address' 3450 141h Street, 4111 Floor
City' Riverside Slate/Province' California Postal code' 92Sp 13861
Country' USA
Phone' 951-955-8114 Fax
Primary contact information,
An individual fion) inside file nrganizalicil must. serve as the primary contact This contact receives online
administrator peirnissions and may grant online access- to olhers. This ronlact also receives all notices
Unless Microsoft is provided written notice of a change.
Name of ontily' Counly of Riverside
3utt;mrtailbtluF uim(IJA,I7dU111iN!'SjtUrl't! 11'tj
Page 2 or 3
6-31
Contact name': First Jim Last Smith
Contact emall address' jimsmilh@rivco.arq
Street address' 3450 14th Street, 4th Floor
City' Riverside SlatelProvince' CA Postal code' 9250 1-386 1
Country' US
Phone' 951-231-5909 Fax
Notices contact and online administrator information.
This individurd receives online administrator permissons anal may qranl 011111le acceSF in olheTs This
contact also receives all notices
N snnle as plummy rented
Name of entity'
Contact narne'First Last
Contact email address'
Street address'
City' State/Province' Postal code'
Country'
Phone, Fax
❑ This contact Is a third party (not the enhlyl Warning This contact receives personally identifiable_
information of the entity.
3UnCunlaclhdHFU1 ngMA„IPIUf I �Mhf f? lfl9lf I'll
Pag, 3 of S
6-32
MSE#:
(MSLI
Tracking
Number)
Doc Tvae:
Subsidiary:
Country*
Microsoft Document Headersheet
This is for informational purposes only `
111111_ :,
Do not modify the formatting or spacing of this Form above this text
Account Manager Name / Alias:
United States
LAR/LAO/ESA:
Insight Direct USA, Inc.
ProgramNersion
EA 6 2016
(Scanning Code)
ACCOUNT: County of Riverside
Comments:
Outsourcer Name:
Business Agreement Number:
Master Agreement Number, 8084445
Agreement Number:
Purchase Order Number
812312019 9:42:48 PM
6-33
H0, Microsc)fi
Amendment to Contract Documents
kom,,CW hbdulbr'i
So b'4v-�
"Illi Licensing
004-kaylecclS-04
Thin nmondnronl ("AnrenehnonI") is ontereel kiln between the pa cries ldentiliecl on the altached program
signalure folln. II amenrJs the Enl ullnlenl or Agreelnel ll identilled ubuve_ All forms used but not defined
In thil Amendment. will have the same nleanings provided in Ihal Erlrolhnenl er A.clreement
Enterprise Agreement
Custom Terms CTM
1 Soclion fn, Toni Is hr_rcby anionded and restated as follows:
a. Tenn. The term of Iii; Agreement will lemam In effect unless temlinaled by eillter pnrly
Lis desraibed heluyr Erich Ew ullmenl will have the lean pmvide.rl in Ilint Enrollrnnnl
2 *File pricing that klicroso(l will lifter Enrolled Affiliate':: Reseller for Enalllrnonls effcr..livc
tel+ve,en Movenlher I, 201'9 Through October 3), 2021 and that will apply for the entire initial
lean olsur:h Ercollrnenls, IN as follow:,
Protluct• "� -
price__
Examples Include bill arc not linulcd to
Level
the following":
Enterprise Online Services"
Level 17
fv1355 L3 and L5, Enterprise Mobility +
(inclurling hull USLs, Front SA
vnnus 2iU
SeoulIty E3 and Ei, 0l it ee 365 Enterprise
USLs, Add ons and Step Ups)
Level D
E1 or E3, Windows 10 Enlelpn5e E3 or E5
Office TG5— Pru Plus, Windcars 1rr)
Enterprtse Products
Enterprise, Core CAL Suite. Enlerpnse
CAL Suite
Additional Products
Level D
N1365 FI, N1365 E5 Cornphance. M365 ES
Sccl❑ily, Office 365 Ellnlpriw F1 Project
Online. Visit Online Plan 'I or Plan 2
Dynamics 365, .azure, SQL $erver.
Wmdo:vs Server etc
Server and Tools Product
Level D
SharePoinl Servei, SOL iTO, —w -F BIZTalk
(appbes 10 Servet and cloud
Srrver, Vislrnl Studio Coic Infraslrurturc
rnrollmenls only)
Suiles, etc
I h!• e.:nnulee n¢luda o;dnlu .....erns IIrA
are
er Ilw ccurusw: iei n, dacd rliarmc=.
.'('Ir r:alfyinq r arp•iar 0,,Mn . : m in Ilir. DMIllo ler'n5 All Ili«e,11 ldkr? cl 'FJ'rn Vila lolw?, fix
i'my ver. M, l d,ty, ihi, .1rury a' 6ibapn:e U'rW,, 3ervlcee is Ic chi yo as Ealy-nrsn Onhue S�rvicr.<
yE .r.rIE41 +iatl[ledl,ev s&I or 'er:'rpvCO fall rhe Elilen)rHC piP?,wi CRcriPry
E:trlusionc apply to til" edddrnnil 2% discount nu Enterpnsn Online SeMces as followsi
pr uc:r¢urcnVpm vn 0 rlM CPTUPr-FV1A GO
Pflga 1 cd:
6-34
• The puce list month thal applies to an orcn?r Is nml a factor in Ueleimininn whether the
addiliunal 2% discuuN un Enleipiise Oldine Serines map he applied to an urdel. The
only 1pplicahle factor 1' Ih0 effective (late of the L•nrollinent
• The rliecount does 1101 apply to any extensions of the inilml Tenn or renewal
Fnrolhncnts
• The dh-;r: mriI doe,. nol apply to any pmniollonal SI(Lk Enrolinti Ai. Is eltlitled In
the leweraf the pi mualional price of discuwnerf price
The price level Ihal applies to Enlullrnenls elfective on or alter Novemhm I, 2021 is Level D for
all PI'eMLIP.N.
The Reseller :and the Fmolled Affiliate will delennine the Enr6lled Affiliate's actual price and
paylirml trerils.
Exsepl for chooges made by This Anientlment, the I-nrolimeld or Agleemenl idenliGed above remains
unchanged and in bull fntce and effenl If lhere is any conlid belwePn any provision in this Amendment
and any pluvismll in Ilan Emolhnenl ,of Agreemml idenhfled uhove, this Amr,ndnr=nl shall conhnl
Amendment mast he attached to a signature form to he valid.`
Mic
A.MPMtl ,lrrrr Wl!I rITA rPT-n P i.1JK N
Of
6-35
ATTACHMENT B
.Dell Customer Communication - Confidential
6-36
City of Newport Beach
Microsoft Enterprise
Agreement
Program Type:
Enterprise Enrollment
4/1/2020
Payment Schedule:
Annual
Billing Currency:
US Dollar
Dell Marketing LP
Term Of Agreement:
1 year payment
850 Asbury Drive
E"L
Buffalo Grove, IL 60089
Jeff Khamthansy
eff khamthansy@Dell.com
PRICING EXPIRES: 4/30/2020
TERMS
NET 30
Contact: M Wojo
FOB
DESTINATION
Contact email: MWojo@NewportBeachCA.gov
Enrollment #
Pricing & Usage Months 1 - 12
Product Description
Part Number(SKU)
Net Unit Price(USD)
License Quantity
Extended
Amount USD
CoreCALBridge0365FromSA ALNG SubsVL MVL Pltfrm
PerUsr
AAA -12417
15.41
570
8,783.70
CoreCALBridge0365ALNGSubsVL MVL Pltfrm PerUsr
AAA -12415
18.24
80
1,459.20
0365GCCE3fromSA ShrdSvr A L NG Subs VL MVL PerUsr
AAA -11924
174.94
365
63,853.10
0365GCCE1 ShrdSvr ALNG SubsVL MVL PerUsr
U4S-00002
75.36
285
21, 477.60
0365GCCF1 ShrdSvr ALNG SubsVL MVL PerUsr
3KS-00001
31.69
400
12, 676.00
ExchgSvrEnt ALNG SA MVL
395-02504
712.72
1
712.72
SQLSvrStdCore ALNG SA MVL 2Lic CoreLic
7NQ-00292
576.51
32
18,448.32
WinSvrDCCore ALNG SA MVL 2Lic CoreLic
9EA-00278
123.79
88
10,893.52
WinSvrSTDCore ALNG SA MVL 2Lic CoreLic
9EM-00270
17.44
16
279.04
WINENTperDVCALNGSA MVL Pltfrm
KV3-00353
41.28
530
21,876.40
Initial Payment - Year 1
160,461,60
.Dell Customer Communication - Confidential
6-36