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Item 5k. Attachment B - County of Riverside Master Agreement
SUBMITTAL TO THE BOARD OF SUPERVISORS COUNTY OF RIVERSIDE, STATE OF CALIFORNIA t ITEM: 3.16 MT: (ID # 11118) MEETING DATE: FROM: RIVERSIDE COUNTY INFORMATION TECHNOLOGY: Tuesday, October 22, 2019 SUBJECT: RIVERSIDE COUNTY INFORMATION TECHNOLOGY (RCIT): Approve the Licensing Solution Provider Agreements with the Licensing Solution Providers (LSP) from November 1, 2019 through October 31, 2021 to Enroll Other Governmental Agencies in Microsoft Enterprise "Agreement #8084445, All Districts. [RCIT ISF Contract Revenue] RECOMMENDED MOTION: That the Board of Supervisors: 1. Approve the Licensing Solution Provider Agreements with the ten (10) Licensing Solution Providers (LSP) listed in the background summary from November 1, 2019 through October 31, 2021, to provide contract management and license support services for the County and its enrolled affiliates for licenses and technical support services purchased under the County's Microsoft Enterprise Agreement #8084445, and authorize the Chairman of the Board to execute the Agreements on behalf of the County; and 2. Authorize the Purchasing Agent, in accordance with Ordinance No. 459, based on the availability of fiscal funding and as approved by County Counsel to: sign amendments that exercise the options of the Agreement, including modifications of the services and rates that stay within the intent of the Agreement. ACTION:Policy .. ',roe✓ ,,,,• n- _ � _ _ Da Rogers, CIr ¢ `' 10/15/2019 MINUTES OF THE BOARD OF SUPERVISORS On motion of Supervisor Perez, seconded by Supervisor Spiegel and duly carried by unanimous vote, IT WAS ORDERED that the above matter is approved as recommended. ,Ayes:, Jeffries, Spiegel, Washington, Perez and Hewitt Nays` None Absent: None Date: October 22, 2019 xc: RCIT Kecia R. Harper CI rI o e °Board B. , Deputy Page 1 of 4 ID# 11118 3.16 SUBMITTAL TO THE BOARD OF SUPERVISORS COUNTY OF RIVERSIDE, STATE OF CALIFORNIA C.E.O. RECOMMENDATION: Approve BACKGROUND: Summary The County of Riverside is entering into a new Microsoft Enterprise Agreement No. 8084445 (the "Master Agreement") for the purchase of software licenses, software maintenance, cloud services, and professional services. Under this Master Agreement Riverside County, along with its enrolled affiliates, will have the ability to enter into one or more enrollments for Microsoft products and/or services. Common desktop products that are purchased include but are not limited to Microsoft Windows, Microsoft Office, Microsoft Visio, and Microsoft Project. Common enterprise products include but are not limited to Microsoft Windows Server, Microsoft SQL Server, and Microsoft System Center. Common cloud subscription services include but are not limited to Microsoft Office 365, Microsoft Intune, and Microsoft Azure. Due to the accelerated evolution and demands for technology, the Public Sector has started sharing the risk with companies like Microsoft to build and maintain systems which ease the burden of delivering enterprise class services through Cloud, Software as a Service (SAAS), and Infrastructure as a Service (IAAS) products and services. Enterprise class security and regulatory compliance creates a catalyst for a new kind of relationship with Technology Partners like Microsoft. This Licensing Solution Provider Agreement (the "Agreement") is intended to be available and leveraged by government agencies throughout the State of California (the "Enrolled Affiliates"). The Licensing Solution Providers are: 1) CDW Government LLC, 2) Crayon Software Experts LLC, 3) Dell Marketing LP, 4) GovConnection Inc., 5) Insight Public Sector Inc., 6) PCMG Inc., 7) SHI International Corp., 8) SoftChoice Corporation, 9) SoftwareOne Inc., and 10) Zones LLC. An agreement of this nature allows agencies to lock in pricing for the length of their enrollment, amortize the cost of new licenses and support across multiple years, provide unlimited access to all Microsoft software, and allow flexibility to raise and lower commitments on hosted services. Like the County of Riverside, other government entities have been challenged with keeping software current while minimizing the associated costs. The Microsoft Enterprise Agreement's Software Assurance Benefits allows for licensing rights to the most current released version to be utilized at no additional cost which mitigates the risk of potential cost increases of Microsoft products over the next two years. Page 2 of 4 ID# 11118 3.16 SUBMITTAL TO THE BOARD OF SUPERVISORS COUNTY OF RIVERSIDE, STATE OF CALIFORNIA There are currently over 900 government agencies that utilize the existing County of Riverside Microsoft Master Agreement. The County of Riverside has made significant strides toward setting standards on enterprise software and licensing agreements with an emphasis on consolidated agreements. These standards and volume pricing are shared with other government entities across the State of California as more government agencies are finding the benefits of entering into a Microsoft Enterprise Agreement. Impact on Residents and Businesses There is no negative impact on citizens and businesses. The master agreement provides maximum discounts as a result of cooperative efforts with various governmental agencies in the State of California. Additional Fiscal Information The Licensing Solution Provider (LSP) will be charged .5% of the annual enrollment amount per each Enrolled Affiliate to leverage the Riverside County Master Microsoft Agreement No. 8084445, Select Plus Agreement No. 7756479, Microsoft Premier, Unified, and MCS Support services. This will be an annual fee, per enrollment inclusive of Affiliates Shadow Enrollments. Example: A three-year aggregated agreement with a contract amount of $300K, divisible by three years will result in an LSP Participation Fee of $500 annually (100K*.5%). RCIT will invoice the Awarded LSP annually based on the enrollments verified from the "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. These costs are not to be pushed to the customers and should be absorbed by the LSP as directed in Licensing Solution Provider Agreement and RFQ #RIVCO-2020-RFQ- 0000048. Contract History and Price Reasonableness The Purchasing Department on behalf of the departments issued a bid, Request for Quote (RFQ) #RIVCO-2020-RFQ-0000048, for County -wide Microsoft licenses, product and services available on Microsoft Enterprise Agreement #8084445 through an authorized Licensing Solution Provider (LSP). The RFQ was viewed by forty-seven (47) companies and the County received bids from ten (10) LSP's with ten (10) responsive bids. The bid responses were based on a percentage mark-up or mark-down from the Government level pricing established by Microsoft and provided to all LSP's. The bid ranges were from -0.56% markdown to a 3.50% mark-up. ATTACHMENTS: 1. CDWG LSP Agreement 2. Crayon LSP Agreement 3. Dell LSP Agreement 4. GovConnect LSP Agreement 5. Insight LSP Agreement Page 3 of 4 ID# 11118 3.16 SUBMITTAL TO THE BOARD OF SUPERVISORS COUNTY OF RIVERSIDE, STATE OF CALIFORNIA 6. PCMG LSP Agreement 7. SHI LSP Agreement 8. SoftChoice LSP Agreement 9. SoftwareOne LSP Agreement 10. Zones LSP Agreement Tina Grande, Assistan = �10/1 Gr ry . Pne , Director County Counsel 10/1 /2 119 Page 4 of 4 ID# 11118 3.16 Licensing Solution Provider Agreement Number PSA-0001522 This Licensing Solution Provider Agreement is made and entered into this 22nd day of October 2019, by and between CDW Government LLC, an Illinois limited liability company ("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 HarmlesslIndemnification: 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 222019 ,1L, Licensing Solution Provider Agreement Number PSA-0001522 officers, employees, subcontractors, agents or representatives arising out of or in any way relating to this Agreement, including but not limited to property damage, bodily injury, or death or any other element of any kind or nature. CONTRACTOR shall defend the Indemnitees at its sole expense including all costs and fees (including, but not limited, to attorney fees, cost of investigation, defense and settlements or awards) in any claim or action based upon such acts, omissions or services. 5.2 With respect to any action or claim subject to indemnification herein by CONTRACTOR, CONTRACTOR shall, at their sole cost, have the right to use counsel of their own choice and shall have the right to adjust, settle, or compromise any such action or claim without the prior consent of COUNTY; provided, however, that any such adjustment, settlement or compromise in no manner whatsoever limits or circumscribes CONTRACTOR indemnification to Indemnitees as set forth herein. 5.3 CONTRACTOR'S obligation hereunder shall be satisfied when CONTRACTOR has provided to COUNTY the appropriate form of dismissal relieving COUNTY from any liability for the action or claim involved. 6. Contractor Responsibilities: CONTRACTOR will offer the following services to each Enrolled Affiliate at no additional charge. It is the responsibility of the Enrolled Affiliate to determine which products and/or services, if any, meet their needs and communicate that to the CONTRACTOR. 6.1 Provide reports showing year to date annual spend according to Enrolled Affiliate's specifications. Frequency will be determined by each Enrolled Affiliate (monthly, quarterly, etc.). 6.2 Provide a short synopsis of why an amendment is needed and the ramification of each amendment to an enrollment at the time of such amendment. 6.3 Provide an updated price list on an annual basis or when requested by Enrolled Affiliate. 7. CONTRACTOR's Microsoft Enterprise Agreement license subscription price attached hereto as Exhibit A and service rates attached hereto as Exhibit B. 8. CONTRACTOR's Microsoft Enterprise Agreement Participation Form attached hereto as Exhibit C and incorporated herein by reference. 9. Usage Reporting: CONTRACTOR will provide to COUNTY the Licensed Support Provider (LSP) Reporting of Active Enrollments to Master Microsoft Enterprise Agreement No. 8084445, Select Plus Agreement No. 7756479, Microsoft Premier, Unified, and MCS Support services, showing a list of enrollments by February 15th of each year. Forms shall be submitted electronically to 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 (100K*.5%). RCIT will invoice the Awarded LSP annually based on the enrollments verified from the Page 2 of 11 Licensing Solution Provider Agreement Number PSA-0001522 11. 12 13 "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: Sherri McLean 120 S. Riverside Plaza, 7' Floor Chicago, IL 60606 COUNTY Secondary Contact: Rick Hai 2980 Washington Street Riverside, CA 92504 11.1 Should Contract Management contact information change, the CONTRACTOR shall provide written notice with the updated information to the COUNTY no later than 10 business days after the change. Termination: 12.1 COUNTY may terminate this Agreement without cause upon thirty (30) days written notice served upon the CONTRACTOR stating the extent and effective date of termination. 12.2 COUNTY may, upon five (5) days written notice terminate this Agreement for CONTRACTOR's default, if CONTRACTOR refuses or fails to comply with the terms of this Agreement or fails to make progress that may endanger performance and does not immediately cure such failure. In the event of such termination, the COUNTY may proceed with the work in any manner deemed proper by COUNTY. 12.3 CONTRACTOR's rights under this Agreement shall terminate (except for fees accrued prior to the date of termination) upon dishonesty or a willful or material breach of this Agreement by CONTRACTOR; or in the event of CONTRACTOR's unwillingness or inability for any reason whatsoever to perform the terms of this Agreement. Conduct of Contractor: 13.1 The CONTRACTOR covenants that it presently has no interest, including, but not limited to, other projects or contracts, and shall not acquire any such interest, direct or indirect, which would conflict in any manner or degree with CONTRACTOR's performance under this Agreement. The CONTRACTOR further covenants that no person or subcontractor having any such interest shall be employed or retained by CONTRACTOR under this Agreement. The CONTRACTOR agrees Page 3 of 11 Licensing Solution Provider Agreement Number PSA-0001522 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 Licensing Solution Provider Agreement Number PSA-0001522 (P.L. 88-352), the Americans with Disabilities Act of 1990 (42 U.S.C. S1210 et seq.) and all other applicable laws or regulations. 15. Entire Agreement: This Agreement, including any attachments or exhibits, constitutes the entire agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous representations, proposals, discussions and communications, whether oral or in writing. This Agreement may be changed or modified only by a written amendment signed by authorized representatives of both parties. IN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute this Agreement. COUNTY OF RIVERSIDE, a political CDW Government LLC, an Illinois limited liabili subdivision of the State of California company By: By: Kevin Jeffries, Chairman Dario J. Bertocchi Board of Supervisors Director Program Sales Dated: OCT 2 2 2019 ATTEST: Kecia Harper Clerk of the Board By. / Deputy APPROVED AS TO FORM: Gregory P. Priamos County Counsel By: _ &L - Susanna Oh, Deputy County Counsel Dated: ?0 / S /), d 1 Page 5 of 11 OCT 2 2 2019 5, 1 Lf Licensing Solution Provider Agreement Number PSA-0001522 Exhibit A Microsoft Enterprise license subscription and services Line Description Price Level Markup % Enterprise Online Services`* (including Full USLs, From SA USLs, 1 Add-ons and Step Ups) M365 E3 and E5, Enterprise Mobility + Level D Security E3 and E5, Office 365 Enterprise E1 or E3, Windows 10 Minus 2% 1.25 Enterprise E3 or E5. 2 Enterprise Products Office 365 Pro Plus, Windows 10 Enterprise, Core CAL Suite, Enterprise CAL Suite. Level D 1.25 Additional Products M365 F1, M365 E5 Compliance, M365 E5 3 Security, Office 365 Enterprise F1, Project Online, Visio Online Plan Level D 1.25 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 1.25 Core Infrastructure Suites, etc. 5 All products for Select Plus Agreement No.7756479. 2.00 6 Microsoft Premier Support 1.50 7 Microsoft Unified Support Services 1.50 8 Microsoft Consulting Services 1.50 Page 6 of 11 Licensing Solution Provider Agreement Number PSA-0001522 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 $200 2 Build Intelligent Agents Yes $200 3 1 Machine Learning No $0 4 Internet of Thins Yes $200 5 Globally distributed data Yes $200 6 OSS Databases Yes $200 7 Cloud Scale Anal ics Yes $200 8 Data Platform Modernization to Azure Yes $200 9 Windows Server on Azure Yes $200 10 Security & Management Yes $200 11 Datacenter Migration Yes $200 12 Modern Business Intelligence Yes $200 Biz Apps 1 Customer Service No $0 2 Field Service No $0 3 Marketing No $0 4 Talent No $0 5 Finance and Operations No $0 6 Business Central No $0 7 Power Apps Yes $200 8 Power BI Yes $200 Apps and Infrastructure 1 Azure Stack Yes $200 2 High Performance Compute Yes $200 3 Cloud Native Apps using Serverless Yes $200 4 Modernize Apps No $0 5 SAP on Azure Yes $200 6 Linux on Azure Yes $200 7 Dev O s Yes $200 8 Business Continuity & Disaster Recovery Yes $200 9 Windows Server on Azure Yes $200 10 Security & Management Yes $200 11 Datacenter Migration Yes $200 Page 7 of 11 Licensing Solution Provider Agreement Number PSA-0001522 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 $200 2 Security Yes $200 3 GDPR & Compliance Yes $200 4 Teamwork Yes $200 5 Calling & Meetings Yes $200 6 Modern Desktop Yes $200 7 Office 365 Migration Assistance Yes $200 7a Mail Yes $200 7b Teams Yes $200 7c SharePoint Yes $200 7d OneDrive Yes $200 Page 8 of 11 Licensing Solution Provider Agreement Number PSA-0001522 Exhibit C Microsoft LSP Participation Form DAVE ROGERS Assistant Chief Executive Officer Chief Information Officer seApFERtionsB ACID Enterprise App]icationsBureau JIM SMITH RCIT GUSTAVO VAZQUEZ, ACIO Chief Technology Officer ......... Converged Communications Bureau Public Safety Enterprise Communications GIL MEDIA, ACID Technology Services Bureau Microsoft LSP Participation Form (RFQ #RfVCO-2020-RFQ-0000048 Attachment 3) Complete this form and return to: Payment should be made to: Riverside County Information Technology Attention: Rick Hai 3450 14th Street, Fourth Floor E-mail: RHai(a?rivco.org Riverside, CA 92501 County of Riverside TIN #: 95-6000930 Company Name: CDW Government LLC Name: Robert F. Kirby Title: President, CDW Government LLC Address: 230 N. Milwaukee Ave. City: Vernon Hills Illinois Zip Code:60061 Telephone #: 312 547 2516 Fax #: 847.465.6800 Email: bobkir(a�,cdw.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_ 9/17/2019 SlSrtaaut�e Date Robert F. Kirby Printed Name President, CDW Government LLC Title Page 9 of 11 Licensing Solution Provider Agreement Number PSA-0001522 Exhibit E Master Agreement Attached include the followings: 1) Signature Form 2) Microsoft Enterprise Agreement 3) Microsoft Enterprise Agreement Amendment Page 11 of 11 Microsoft Document Headersheet " This is for informational purposes only MS5-0000004275258 (MSLI Tracking Number) Doc Type: Signature Form Do not modify the formatting or spacing of this Form above this text Subsidiary: Account Manager Name / Alias: Country: United States LAR/LAD/ESA: Insight Direct USA, Inc. 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: 8/23/2019 9:42:66 PM w +Z Microsoft Program Signature Form NIBAINISSA w n her Aprw.emeni Nimtmr g ad s Vf7luirie Uc_ensing 004-kayleed-5.04 Note: Enier the applicable active numbers associated with the documents below, MlGrosoff 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, Governinenl Partner, Institution, or other party entering into a volume; licensing program agreement. This siclnature 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 elate identified below, Enterprise A reement X20-10209 <Choose A reement> Document Number or Code Choose A reement> [?ocurnent Number or Code <Choose Nreement> � _DOClttnent Number or Code Choose Agreement> «17oose Enrollriient/G istratiun> Document Number or Code DOCUrnent Number or Code <Choose Enrall►nent/Re gistration> Document Number or Code <Choose Enrollment/Registration> ( Ctorument Number or Code <Choose Enrollment/Re istration> Document Number or Code <Choose Enrollment/Reg istrat ion> Amendment to Contract Documents Document Number or Code CTN I-CPT-OPT-FwK(ne) _--_. 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. 64 i t F Name of Entity (m t b . le I e lily name)• County of Riverside Signature` _t Printed First and Last Name" frC Gi`� r 11 "Q1 Printed Title Signature Date' C) V1.2 Tax ID irrdicales tormirarl heir! I Ptc�gr<tui5ignFo!in(A7SSigr)(flA,LatArraExHRA,M6,,EN(.'i Arig2O1,11 Nttgo 100 r,r FPA 4K: C Microsoft Corporation Signature �' Win IBM_Printed First and Last Name Microsoft Cor i Printed Title AUG 23 Signature Date {date Micrusoft Affifinte cougtersig,is) i Chance Agreement Effective Date I 1 Duly Authorized may be Oferent tharl t4u4)v!oft s s7gnatufe dalc) f g Q3 O I q Microsoft Co Optional 2"`r Customer signature or Outsourcer signature (if applicable) Name of Entity (must he legal entity name)" Signature" Printed First and Last Name" Printed Title Signature Date' inrlic.ates I-Pauh-nd PiP)d Name of Entity (must be legal entity name)' Signature" Printed First and Last Naino' Printed Title Signature Date" ' indic,ates reanirerl fleld If Customer requires physical media, additional contacts, or is reporting multiple previous Enrollments, include the appropriate form(s) with this signatu[e form. After this signature form is signed by the &stnmer, send it Lind 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 uortfianalion copy. Microsoft Corporation Dept. 551, Volume Licensing 6100 Neil road, Suite 210 Reno, Nevada 89511•'I,t37 USA I I PropamSigr:.farmr?,4;Si�nt{tJA,l.trt rn)FxRRA.�,tl ��ENC;i{Aor�2Q1•tl Pave 2 Gr 2 behalf of I Microsoft Document Headersheet * This is for informational, purposes only * I I MS5-0000004175258 (MSLI ?racking Number) I f Doc Type: Agreement I 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 r ProaramNersion I EA 6 2016 P (Scanning Code) ACCOUNT: County of Riverside r t� Outsourcer Name: Business Agreement Number: Master Agreement Number: 8084445 r Agreement Number: Purchase Order Number: I Comments: P I I 8/23/2019 9:42:31 PM Ep' micic f_sort Vo1umFe i_ tensing Enterprise Agreement State and Local ,"lot for Use with hAirrjsort ntfsirttess AUtement or P.V;; iiiswl pi is acxi Setvicea Ai n-wiierd i This Microsoft Enterprise Agreement ("Agrdement") is entered into between the entities identified on the signature form, l Effective date, The effective date of this Agreement is the earliest effective date of any Enrollment entered into under this Agreement or the date Microsoft accepts this Agreement, whichever is earlier. This Agreement consists of (1) these Agreement terms and conditions, including any amendments and the signature form and all attachments identified`therein, (2) the Product Terms applicable to Products licensed tinder this Agreement, (3) the Online Services Terms, (4) any Affiliate Enrollment entered into under this Agreement, and (5) any order submitted under this Agreement. Please note: Documents referenced in this Agreement but not attached to the signature form may be found at litto./f�,4ww.rnicrosoft.corn/licensingcontracts and are incorporated in this Agreement by reference, including the Product Terms and Use Nights. These documents may contain additional terms and conditions for Products licensed under this Agreement and may be changed from time to time. Customer should review such documents carefully, both at the time of signing and periodically thereafter, and fully understand all terms and conditions applicable to Products licensed. Terms and Conditions �. Definitions. "Affiliate" means with regard to Customer, (f) any government agency, department, office, instrumentality, division, unit or other entity of the state or local government that is supervised by or is part of 'Customer, or which supervises Customer or of which Customer is a part, or which is under common supervision with Customer; (ii) any county, borough. commonwealth, city, municipality, town, township, special purpose . district, or other similar type of governmental instrumentality established by the laws of Customer's state and located within Customer's state jurisdiction and geographic boundaries; and (iti) any other entity in Custorne� s state expressly authorized by the laws of Customer's state to purchase under state contracts; provided that a state and its Affiliates shall not, for purposes of this definition, be considered to be Affiliates of the federal government and its Affiliates; and b, with regard to Microsoft, any legal 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 for 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, EA2016Aq(1I8)14LG P1C3j(r'luv2(.i p1ge I of I I Document X20-10211X1 "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 Ipacks) 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 Services" means the Microsoft -hosted services identified as Online Services in the Product Terms. "Online Services Terms" means the additional terms that apply to Customer's use of Online Services Published on the Volume Licensing Site and`updated from time to time,, "Product" means all products identified in the Product Terms, such as all Software, Online Services and other wets -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 licensing. The Product Terms document is published on the Volume Licensing Site and is updated frorn time to time. "SLA" means Service Level Agreement, which specifies the minimum service level for Online Services and is published on the Volume Licensing Site. "Software" nlezins licensed copies of Microsoft software identified on the Product Terms. Software does not include Online Services, but Software may be part of an Online Servire, "Software Assurance" is an offering by Microsoft that provides new version rights and other benefits for Products as further described in the Product"Terms. 'Trade Secret" means information that is not generally known or readily ascertainable to the public, has economic value as a result, and has been sribject to reasonable steps under the circumstances to maintain its secrecy. "use" or "run" means to copy, install, use, access, display, run or otherwise interact. "Use Rights" means the use rights or terms of service for each Product published on the Volume Licensing Site and updated from time to time. The Use Rights supersede the terms of any end user license agreement that accompanies a Product. The Use Rights for Software are published by Microsoft in the Product Terms. The Use Rights for Online Services are published in the Online Services Terms. , "Volunrie Licensing Site" means http:tfww% rnlcrosoft.comllicerlsinglcontfacts or a successor site, 2. How the Enterprise program works. a. General. The Enterprise program consists of the terms and conditions on which an Enrolled Affiliate may acquire Product Licenses. Under the Enterprise program, Customer and its Affiliates may order Licenses for Products by entering into Enrollments. b. Enrollments. The Enterprise program gives Customer and/or its Affiliates the ability to enter into one or more Enrollments to -order Products. Subscription Enrollments may be available for some of these Enrollments. PJotwithstanding 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 reference in that Enrolirrrent. FA7gltjAjr(trS)yl G(FN(;)(Ncm201(i} pago 2 of 11 DOCUmenI X20.107d9 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 a. License Grant. Microsoft grants the Enterprise a non-exclusive, 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 Agreement. b. Duration of Licenses. Subscription Licenses and most Software Assurance rights are temporary and expire -,vhen the applicable Enrollment is terminated or expires; unless the Enrolled Affiliate exercises a buy-out option, which is available for some Subscriptirn Licenses. Except as otherwise noted in the applicable Enrollment or Use Rights, all other Licenses become perpetual onlywhen all payments for that License have been made and the initial Enrollment term has expired. c. Applicable Use Rights. (i) Products (other than Online Services), The Use Flights in effect on the effective date of the applicable Enrollment term will apply to Enterprise's use of the version 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 wilt apply. Changes Microsoft makes to the Use Rights for a particular version will not apply unless the Enrolled Affiliate chooses to have those changes apply. The Use Rights applicable to perpetual Licenses that were acquired under a previous agreement or Enrollment are determined by the Agreement or Enrollment under which they were acquired. Renewal of Software Assurance does not change which Use Rights apply to those Licenses. (11) Online Services, For Online Services, the Use Rights in effect on the subscription start date will apply for the subscription term as defined in the Product Terms. d. Downgrade rights. Enrolled Affiliate may use air earlier version of a Product other than Online Services than the version that is current on the effective date of the Enrollment. For Licenses acquired in the current Enrollment term, the Use Rights for the current version apply to the use of the earlier version. If the earlier Product version includes features that are not in the new version, then the Use Rights applicable to the earlier version apply with respect to those features. e. New Version Rights under Software Assurance, Enrolled Affiliate must order and 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 Enrolled Affiliate chooses 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. (ii) 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 Softtiaare Assurance replace any perpetual Licenses for the earlier version. f. License confirmation. This Agreement, the applicable Enrollment, Enrolled Affiliate's order confirmation, and any documentation evidencing transfers of perpetual Licenses, together with proof of payment, will be Enrolled Affiliate's evidence of nll Licenses obtained under an Enrollment. EA20J6Agr(US)SLG(ENG)(NcYv2018) Pane 3 of I i IJ0CUrrlCrlt )20.10209 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 entity or an operating division, (2) a privatization of an Affiliate or an operating division of Enrolled Affiliate or any of its Affiliates, or (3) a consolidation including a merger with a third 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 This Agreement, 4. Making copies of Products and re -imaging rights. a. General. Enrolled Affiliate may make as many copies of Products, as it needs to distribute them within the Enterprise. Copies must be true and complete (including copyright and trademark notices) from mastercopies 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 notify 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. Copies for training/evaluation and hack -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 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-imas3e. In certain cases, ie-irnaging is permitted using the Product media. If the Microsoft Product is licensed (1) from an original equipment manufacturer (OEM), (2) as a full packaged Product through a retail source, or (3) under another Microsoft program, then media provides) under this Agreement!may generally be used to create images for use in place of copies provided through that separate source. This right is conditional upon the following, (i) Separate Licenses must be acquired from the separate source for each Product that is re - imaged, (ii) 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 the re -imaged Product permitted remains the same. (ill) Except for copies of an operating system and copies of ProdLICts licensed under another Microsoft program, the Product type (e.g., upgrade or full License) re -imaged inust he identical to the Product type licensed from the separate source. (iv) Enrolled Affiliate must adhere to any Product -specific processes or requirements for re - imaging identified in the Product Terms, Re -imaged Products remain subject to the terms and use rights of the License acquired from the separate source. This subsection does not create or extend any Miciosoft warranty or support obligation. 5. Transferring and reassigning Licenses. a. License transfers. License transfers are not permitted, except that Customer or an Enrolled Affiliate may transfer only fully -paid perpetual Licenses to: (i) an Affiliate, or (ii) a third party solely in connection 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 EA20I6Agr(US)SLG(ENG;(Wov201G) ' Page of 11 uacurncN X20-102W operating division of Enrolled Affiliate or an Affiliate. (B) a reorganization, or (C) a consolidation, r Upon such transfer, Customer'or Enrolled Affiliate must uninstall anti discontinue using the licensed Product and render any copies unusable. b. Notification of License Transfer. Enrolled Affiliate r7wst notify Microsoft of a License transfer by completing a license` transfer form, which can be obtained from litto:llwwvr.ricrosoft.conlll:censinn/corrtrncts and sending the completed form to Microsoft before the License transfer. No License transfer will be valid unless Enrolled Affiliate provides to the transferee, and the transferee accepts in writing, documents sufficient to enable the transferee to ascertain the sro ie, purpose and limitations of the rights granted by Microsoft under the licenses being transferred (includingthe applicable Use Rights, use and transfer restrictions, warranties and limitations of liability). Any License transfer not made in compliance with this section will be void. i c, Internal Assignment of Licenses and Software Assurance. Licenses and Software Assurance must be assigned to a single user or device within the Enterprise. Licenses and Software Assurance may be reassigned within the Enterprise as described it) the Use Rights, 6. Term and termination. a. Terni. The term of this Agreement will be 36 full calendar months from the effective date unless terminated by either party as described below. Each Enrollment will have the term provided in that Enrollment. b. Termination without cause. Either party may terminate this Agreement, without cause, upon 60 days' written notice, In the event of termination, new Enrollments will not he accepted, but any existing Enrollment will continue for the term of such Enrollment and will continue to be governed by this Agreement, c. Mid-term termination for non appropriation of Funds. Enrolled Affiliate may terminate this Agreement or an Enrollment without liability, penalty or further obligation to make payments if funds to make payments under the Agreement or Enrollment are not appropriated or allocated by the Enrolled Affiliate for such purpose. d. Termination for cause. Without limiting any other remedies it may have, either party may terrrlinate an Enrollment if the other party materially breaches its obligations under this Agreement, including any obligation to submit orders or pay invoices. Except where the breach is by its nature not curable within 30 days, the terminating party must give the other party 30 days' notice of its intent to terminate and an opportunity to cure the breach, If Microsoft gives such notice to an Enrolled Affiliate, Microsoft also will give 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 wilt) 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 Microsoft, and Microsoft may terminate the former Affiliate's Enrollment. If all Enrolled Affiliate terminates its Enroitrnent 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 terminates its Enrollment as a result of a breach by Microsoft, or (2) if Microsoft: terminates an Enrollment because the Enrolled Affiliate has ceased to be nn Affiliate of Customer, or (3) Enrolled Affiliate terminates an Enrollment for non - appropriation of funds, or (4) Microsoft terminates an Enrollment for non-payment due to non - appropriation of funds., then the Enrolled Affiliate will have the following options: It may immediately pay the total remaining amount due, including all installments, in which case, the Enrolled Affiliate will have perpetual rights for all Licenses it has ordered: or ' r FA201fiAtlI(U:;)SUi(GPI Gi(No%lU16) Page 5 of 11 1 nnconent X20-10209 i (ii) It may pay only amounts due as of the termination date, in which case the Enrolled Affiliate will have perpetual iicenses for: 1) all copies of Products (including the latest version of Products ordered tinder SA coverage in the current term) for which payment has been made in full, and 2) the number of copies of Products it has ordered (including the latest version of Products ordered tinder 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. (M) in the case of early termination under Subscription Enrollments, Enrolled Affiliate will have Vie following options; , -I) For eligible Products. Enrolled Affiliate may obtain perpetual Licenses as described in the section of the Enrollment titled "Buy-out option," provided that Microsoft receives the buy-out order for those Licenses within 60 days after Enrolled Affiliate provides notice of termination. 2) in the event of a breaJ) by Microsoft, if Customer chooses not to exercise a buy-out option, Microsoft will issue Enrolled Affilaite a credit for any amount paid in advance for Subscription Licenses that the Enterprise will not be able to use to do the termination of the Enrollment, 1 Nothing in this section shall affect perpetual License rights acquired either in a separate agreement or in a prior term or the terminated Enrollment. f. Effect of termination or expiration. When an Enrollment expires or is terminated, (i) Enrolled Affiliate must Order ILicenses for all copies of Products it has run for which it has not previously submitted an order. Any and all unpaid .payments for any order of any kind remain due and payable. Except as provided in the subsection 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 Assurance. y. Modification or termination of an Online Service for regulatory reasons. Microsoft. may modify or terminate an Onlinei Service where there is any current or future government requirement or obligation that: ,(1) subjects Microsoft to any regulation or requirement not generally applicable to businesses operating in the jurisdiction; (2) presents a hardship for Microsoft to continue operating the Online Service without modification; and/or (3) causes Microsoft to believe these terms or the Online Service may conflict with any such requirement or obligation. r h. Program updates, 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 the time of an Enrollment renewal. i. Use, ownership, rights, and restrictions. 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 the terms of the applicable supplemental agreement. b. Fixes. Each Fix is licensed under the same terms as the Product to which it applies. If a Fix is not provided for a specific Product, any use rights Microsoft provides with the Fix will apply. c. Non -Microsoft software and technology. Enrolled Affiliate is solely responsible for any non - Microsoft software or technology that it installs or uses with the Products or Fixes. l r L•201CiAt)i(LrS1SLGfLAiG)(P1uv201%j robe G of 11 r Documeni X20-10200 d. Restrictions. Enrolled Affiliate must riot (and is not licensed to) (1) reverse engineer, decompile, or disassemble any, Product or Fix; (2) install or use non -Microsoft software or technology in any way that evould subject Microsoft's intellectual property or technology to any other license terms; or (3) work around any technical limitations in a Product or Fix or restrictions in Product documentation. Customer must not (and is not licensed to) () separate and run parts of a Product or Fix on more than one device, upgrade or downgrade parts of a Product or Fix at different times, or transfer parts of a Product or Fix separately; or (ii) distribute, sublicense, rent, lease, lend any Products or Fixes;, in whole or in' part, or use them to offer hosting services to a third party.' e. Reservation of rights. Products and Fixes are protected by copyright and other intellectual property rights laws and interriational treaties. Microsoft 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 bevice do not give Customer any right to implement Microsoft patents or, other Microsoft intellectual property in the device itself or in any other software or devices. B. Confidentiality. "Confidential Information" is non-public information that is designated "confidential" or that a reasonable person should understand is confidential, including Custorner 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 comrment or suggestion volunteered about the other party's business. products or services. i Each party will take reasonable steps to protect the other's Confidential Information and will use the other party's Confidential Information only for purposes of the parties' business relationship. Neither party will disclose that Confidential Information to thin{ parties, except to its employees. Affiliates, contractors, advisors and consultants ("Representatives") and then only on a need -to -know basis under nondisclosure obligations at least as protective as this agreement. Each party remains responsible for the use of the Confidential Information by its Representatives and, in the event of discovery of any unauthorized use or disclosure, must promptly notify the other party. A party may discloser the other's Confidential information if required by law; but only after it notifies the other party (if legally permissible) to enable the other party to seek a protective order. Neither party is required to restrict work assignments of its Representatives who have had access to Confidential Information. Each party agrees that the use of information retained in Representatives' unaided memories in the development or deployment of the parties' respective products or services does not create liability under this Agreement or trade secret law, and each party agrees to limit what it discloses to the other accordingly. 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, e e 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 taw 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 anew (ii) will be subject to the privacy terns specified in the Use Rights. Microsoft will abide by the requirements of European Economic Area and Swiss data protection FA20111iAr i(u5)SI r,{r'rrc;ltra�,vzorxi; Page 7 or r 1 DiICLIHILM X20.10209 law regarding the collection, use, transfer, retention, and other processing of personal data from the European Economic; Area and Switzerland. c. U.S. export, Products and Fixes are Subject to U,S. export jurisdiction- Enrolled Affiliate must comply with all applicable international and national laws, including the U.S. Export Administration Regulations and' international Traffic in Arras Regulations, and end -user, end use and destination restrictions issued by U.S. and other governments related to Microsoft products, services and technologies. 10. Warranties. a. Limited warranties and remedies. (i) Software. Microsoft warrants that each version of the Software will perform substantially as described in the applicable Product documentation for one year from the date the Enterprise is first licensedifor that version. It it does not and the Enterprise notifies Microsoft within the warranty term, then Microsoft will; at its option (1) return the price Enrolled Affiliate paid for the Software license, or (2) repair or replace the Software, (H) Online Services. Microsoft warrants that each Online Service will perform in accordance with the applicable SLA daring the Enterprise's use. The Enterprise's remedies for breach of this warranty are in the SLA. The remedies above are the Enterprise's sole remedies for breach of the warranties in this section. Customer waives any breach of warranty claims not made during the warranty period. b. Exclusions. The warranties in this agreement do not apply to problems caused by accident, abuse, or use in a manner inconsistent with this Agreement, including failure to meet minimum system requirements, These' warranties do not apply to free, trial, pre-release, or beta products, or to components of Products that Enrolled Affiliate is permitted to redistribute. c. Disclaimer. Except for the `limited warranties above, Microsoft provides no other warranties or conditions and disclaims any other express, implied, or statutory warranties, including warranties of duality, title, non -infringement, merchantability, and fitness for a particular purpose. 11. Defense of third party claims. The parties will defend each other against the third -party claims described in this section and will pay the amount of any resulting adverse final judgment or approved settlement, but only if the defending party is promptly notified in writing of the claim and h'as 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 party will reirnburse� 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 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) misappropriates a trade secret or directly infringes a patent, copyright, trademark or other proprietary right of a third party. If Microsoft is unable to resolve a claim of infringement under commercially reasonable terms, it may, at its option, either (1) modify or replace the Product or Fix with a functional equivalent; or (2) terminate Enrolled Affiliate's license and refund any prepaid license fees (less depreciation on a five-year, straight-line basis) for perpetual licenses and any amount paid for Online Services for any usage period after the termination date. Microsoft will not be liable for any claims or damages due to Enrolled Affiliate's continued use of a Product or Fix after being notified to stop due to a third -party claim. 1). By Enrolled Affiliate. To the extent permitted by applicable law, Enrolled Affiliate %vill defend Microsoft against any third -party claim to the extent it alleges that: (1) any Customer Data or r CA20Ir.3Agr(1JS)SLG(ENG)(Nov2016) I Page & of I I Document X.2V102D0 nort-Microsoft software hosted in an Online Service by Microsoft on Enrolled Affiliate's behalf misappropriates a trade secret or directly infringes a patent, copyright, trademark, or other proprietary right of a third party; or (2) Enrolled Affiliates use of any Product or Fix, alone or in combination with anything else, violates the law or damages a third party. f 12. Limitation of liability. ' For each Product: each party's maximum, aggregate liability to the other under this Agreement is limited to direct damages finally awarded in an arnount 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 claim will not exceed the amount Enrolled Affiliate paid for the Online Service during the 12 months before the incident, b. Free Products and Distributable Code, For Products 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 awarders up to t1SS5,000. c. Exclusions. In no event will either party be liable for indirect, incidental, special, punitive, or consequential damages, or for loss of use, foss of business information, loss of revenue, or interruption of business, however caused or on any theory of liability. d. Exceptions. No limitation or exclusions will apply to liability arising out of either partys (1) confidentiality obligations (except for all liability related to Customer Data, which will remain subject to the limitations and exclusions above),- (2) defense obligations, or (3) violation of the other party's intellectual property rights. r 93. Verifying compliance. Might to verify compliance. Enrolled Affiliate must keep records relating to all use anti distribution of Products by Enrolled Affiliate and its Affiliates. Microsoft has the right, at its expense. to the extent permitted by applicable law, to verify compliance with the Product's license 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 Prodr_Icts and evidence of Licenses for Products Enrolled Affiliate hosts, sublicenses, or distributes to third parties. Enrolled Affiliate agrees to complete Microsoft's self -audit process, which Microsoft may require as on alternative to a third party audit. Remedies for non-compliance. If verification or self -audit reveals any unlicensed use or distribution, then within 30 days, (1) Enrolled Affiliate must order sufficient Licenses to cover that use or distribution, and (2) if unlicensed use or distribution is 5% or more, Enrolled Affiliate must reimburse Microsoft for the cost Microsoft has incurred in verification and acquire the necessary 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 to actual install base. If there is no unlicensed use, Microsoft Will not subject Enrolled Affiliate to ianother 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 law. Verification process. Microsoft will notify Enrolled Affiliate at least 30 days in advance of its intent to verify Enrolled Affiliate's compliance with the license terms for the Products Enrolled 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, l:A2016A91(US)SLQLNG)(N(jv20I(i) Pacr+4 q of 1 1 C usinent X21)-1020=1 14. Miscellaneous. a. Use of contractors. Nlicrosoft 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 be in writing and will be treated as delivered on the date shown on the return receipt or on the courier or fax confirmation of delivery. Microsoft may provide information to Enrolled Affiliate about upcoming ordering deadlines, services, and subscription information in electronic form, including by email to contacts provided by Enrolled Affiliate. Emails will. be treated as deliivered on the transmission date. cf. 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 Flights from time to time in accordance with the terms of this Agreement. Any conflicting terms and conditions contained in an Errolled Affiliate's purchase order will not apply. Microsoft may require Customer to sign a new agreement or an arnendnient 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 assignment. Any other proposed assignment must be approved by the non -assigning party in writing. Assignment will not relieve the assigning party of its obligations under the assigned agreement. Any attempted 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, withot.it giving effect to its conflict of laws. Disputes relating to this Agreement will be subject to applicable dispute resolution laws of Customer's state. h. Severability, If any provision in'this 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 term of the Agreement, 1. Management and Reporting. Customer and/or Enrolled Affiliate may manage account details (e.g., contacts; orders, Licenses, software downloads) on Microsoft's Volume Licensing Service Center (" VISC') web site (or successor site) at: httl)sXwrww imcrosoft corn/licensing/servit.ecenter. Upon the effective date of this Agreement and any Enrollments, the contacts) identifier/ for this purpose will be provided access to this site and may authorize additional users and contacts. ni. 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 the following order from highest to lowest priority: (1) this Enterprise Agreement, (2) any Enrollment, (3) the Product Terms, (4) the Online Services Terms, (5) orders submitted tinder this Agreement, and (6) any other documents in this Agreement, Terms in an amendment control over the amended docurnent and any prior amendments concerning the same subject matter. EA201[>AylluslSl Gr,! wG)(n�r.2oi[�) I nose In of II r.orumeni X20 102CO n. Free Products. It is bilicrosoft's intent that the terms of this Agreement and the Use Nights be in compliance with all applicable federal law and regulations. Any free Product provided to Enrolled Affiliate is for the sole 6se and benefit of the Enrolled Affiliate, and is not provided for use by or personal benefit of any specific government employee. o. Voluntary Product Accessibility Templates. Microsoft supports the government's obligation to provide accessible technologies to its citizens witty disabilities as required by Section 508 of the Rehabilitation Act of 1973, and its state law counterparts. The Voluntary Product Af;cessibility Templates ("VPATs") 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 http.lfw ww,rnicrosoft_cornlenable. p. Natural disaster. In the event of a "natural disaster," Microsoft may provide additional assistance or rights by posting them on http ;f'AC.v",+f.microsuft.com at such time. q. Copyright violation. Except as set forth in the section above entitled "Transferring and reassigning Licenses", the Enrolled Affiliate agrees to pay for, and comply with the terms of this Agreement and the Use Rig hts,'for the Products it uses. Except to the extent Enrolled Affiliate is licensed under this Agreement, it will be responsible for its breach of this contract and violation of Microsoft's copyright in the Products, including payment of license fees specified in this Agreement for unlicensed use. t EAN)1GAjr(1)S)SLG(E,1G)tNov2O10) i Paaye 11 of I I Docuinrld Y.2,31£Y2£i1 Supplemental Contact Information Form This form can be used in combination with MBSA, Agreement, and Enrollment/Registration. However, a separate form must be submitted for each enrollment/registration, when more than orle is submitted on a signature form. For the purposes of this form, ''entity" can mean the signing entity, Customer, Enrolled Affiliate, Government Partner, Institution, or other party entering into a volume licensing program agreement. Primary and Notices contacts in this form will not apply to enrollments or registrations. This form applies to: ❑ MBSA [] Agreement ❑ Enrollment/Affiliate Registration Form Insert primary entity name if more than one Enrollment/Registration Form is submitted Contact information. Each party will notify the other in writing if any of the information in the followinc3, contact information page(s) changes. The asterisks (') indicate required fields: if the entity chooses to designate other contact types, the same required fields must be coibpleted for each section. By providing contact information, entity consents to its use for purposes of administering the Enrollment by Microsoft and other parties that help filir_rosoft administer this Enrollment. The personal information provided in connection with this agreement will be used and protected according to the privacy statement available at Iittos:; ilicensing.mlcrosoft.com. 1. Additional notices contact, `this contact receives all notices that are sent from Microsoft. No online access is granted to this individual, Name of entity" County of Riverside: Contact name": First Regina Last Fund-rl)UYk Contact email address* RFunderburk(a_rivco.org Street address" 3450 14th Street, 41h Floor' City* Riverside State/Province" California Postal code* 92501-3851 Country*- USA Phone" 951-955-2265 Fax I ❑ This contact is a third party (not the entity). Warning: This contact receives personally identifiable information of the entity. r r 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* RFunderburk@l'iveo.org Street address* 3450 14th Street, 4th Floor, City" Riverside State;Province` California `Postal cone* 92501-3861 5upCrntil-icll.,itoForm(NA,I.'4n)(FI+tC)(Urt2Ol3) page'I of a 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, I Subscriptions manager, This contact will assign IOSIflN, Expression, and TechNet Plus subscription licenses to the individual subscribers under this Enrollment or Registration. Assignment of the subscription licenses is necessary for access to any of the online benefits, such as subscription downloads. This contact will also manage any complimentary or additional media purchases related to these subscriptions. Narne of entity* County of Riverside Contact name*: First Regina Last Funderbtrrk Contact email address* RFunderburk@rivco.orci Street address* 3450 14th Street, 4th Floor City* Riverside StatelProvince' California Postal code` 92501-3861 Country* USA Phone* 951-955-2265 Fax ❑ This contact is a third party (not the entityy. Warning: 'Phis contact receives personally identifiable information of the entity. 4. Online services manager. This contact will be provided online permissions to manage the online services ordered under the Enrollment or Registration. Name of entity* County of Riverside Contact name*: First Luis Last Flores Contact email address* LFFlores�la rivco.org Street address* 3450 141h Street, 41h Floor City" Riverside StatelProvince' California Postal code" 92501-3861 Country" USA Phone* 951.955-8114 Fax ❑ This contact is a third party (not the entity). Warning: This contact 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 Riverside Contact name': First Luis Last Flores Contact email address* LFFloresearivco.org Street address* 3450 14th Street, 4th Floor City" Riverside StatelProvince* California Postal code' 9250 i-386'1 Country" USA Phone* 951-955-8114 Fax 6. Primary contact information. An individual from inside the organization must serve as the primary contact. This contact receives online administrator permissions and may grant online access to others. This contact also receives all notices unless Microsoft is provided written notice of a change. Name of entity" County of Riverside Sirryron!aclln(uFarin(NA.It4D)(kN1.3)(0e12013) Page 2 of 3 Cooxtact narne ; First Jim Last Smith Contact email address" jimsmith[rivco,org Street address* 3450 14th Street, 4th Floor City* Riverside StatetProvince* CA Postal code* 9250,1-3861 Country* US Phone* 951-231-5909 Fax 7. Notices contact and online administrator information. This individual receives online administrator permissions and may grant online access to others. This contact also receives all notices. ® Same as pifin uy contact Narne of entity" Contact name*: First Last Contact email address' Street address* City* StatetProvince* Postal code* Country* Phone* Fax This contact is a third party (not the entity). Warning: This contact receives personally identifiable information of the entity, supr�a��racn,�k t'u�n�t�r�+„rnrr�ii�ru )(C)Ct��11 31 Pige 3 of 3 Microsoft Document Headersheet * This is for informational purposes only * I (MSL5-0000004275258 MSLI Tracking Number) Doc Type: Amendments Do not modify the formatting or spacing of this Form above this text Subsidiary: Account Manager Name / Alias: Country: United States LAR/LAD/ESA: Insight Direct USA, Inc. ProQramNersion EA 6 2016 (Scanning Code) ACCOUNT: County of Riverside Comments: Outsourcer Name: Business Agreement Number: Master Agreement Number: 8084445 Agreement Number: Purchase Order Number: 8/23/2019 9:42:40 PM Ci Microsoft Amendment to Contract Documents Atpecii'ioni Nulntn`r Q 0 V �� Volurne Licensing 004 kayleecl-S-OA This amendment ("Amendment") is entered into between the parties identified on the attached program signature form. It amends the Enrollment or Agreement identified above. All terms used but not defined in this Amendment will have the same meanings provided in that Enrollment or Agreement. Enterprise Agreement Custom Terms CTM 1. Section 6a, "Term", is hereby amended and restated as follows: a. Term. The teen of this Agreement will remain in effect unless terminated by either party as described below. Each Enrollment will have the terns provided in that Enrollment. 2. The pricing that Microsoft will offer Enrolled Affiliate',: Reseller for Enrollments effective between November 1, 2019 through October 3.1, 2021, and that will apply for the entire initial terra of such Em011t7lents, is as follr)ws: Praciuct �� Price--- Examples include but are riot limited to Level the following": Enterprise Online Services"° I.evel fD N1365 F-3 and L5, Enterprise Mobility } (including full USLs, 1:rom SA minus 2% Security E3 and E5, Office 365 Enterprise USLs, Add ons and Step Ups) Level D E1 or E3, Windows 10 Enterprise E3 or E5 Once 365 Pro Plus, Windows 10 Enterprise Products Cnterprise, Core CAL Suite, Enterprise GAL Suite Additional Products Level D N1365 F1, M365 E5 Compliance, M365 E5 Security, Office 365 Enterprise F1, Project Online, Visio Online Plan 1 or Plan 2, Dynamics 365, Azure, SQL Server, Windows Server. etc. Server and Tools Product Level D SharePoini Server, SOL Server, 6izTalk (applies to Server and Cloud Server, Visual Studio, Core Infrastructure Enrollments only) Suites, etc. I Iit, eX,Jll tole include of little %Vlv l_PA lttat are Hv31ratilo 4t rritt'ar if)P rrt O rl it rdai or ntw4vnmRnt datid ctforinG —0i tali:yinq Fnir fixNe Onilna Sarvic-es ?rr wentAed in IhP Prodtla Tern$ with the.cerl value of '170' in the tat)les fqr 'Flog urn Ava-W:Ahty'. The scapxs a! Enr_rprise Uahale Services is subject to cha:,ye as Ente[pr.-se Online Services are odclecl. updutedtrt;vrsed ar,,,Errtoved frorn the. Ciitertanue prcgfam cifering Exclusions apply to the additional 2% discount nn Enterprise Online Services as follows: Atnc:i;jmCnlApp v4 o C'1 ta1-CPT-0PT-FWK ED f one I cd 7 • The price list month that applies to an order is not a factor in determining whether the additional 2% discount on Enterprlse Online Services may be applied to an order. The only applicable factor is the effective date of the Lnroltfnent. • The discount does not apply to any extensions of the initial Term or renewal Fnrollments. s The discount noes lint ripply to arty promotional SKUs, Enrallecl Affiliate is entitled to the lower of the promotional price or discounted price, The price level that applies to Enfollrnents effective on or after Novenibei 1, 2021 is Level D for all Products. The Reseller and the Enrolled Affiliate will determine the Enrolled Affiliate's actual price and payni ant, torm s. Except for changes made by this Amendment, the Ertrollnient orAgreemeni identified above remains unchanged and in fUll force and effect. If there is any conflict between any provision in this Amendment and any provision in the Enrolim+erd or Agreement identifier) above, this Amendment shrill control. 1--f6TIAmendment must be attached to a signature form to be valid. Microsoft Internal I Riverside County LA Amend 8.7.docx I CTIu1 I C'I'M-CPT-OPT-I'` K I LID AmerctmariAr•n vA :9 CTTV-CPT-r?PT-FWK BD r'nge 2 of 7. i Licensing Solution Provider Agreement Number PSA-0001523 This Licensing Solution Provider Agreement is made and entered into this 22nd day of October 2019, by and between Crayon Software Experts, LLC., a Delaware limited liability company ("CONTRACTOR"), and the COUNTY OF RIVERSIDE, a political subdivision of the State of California, ("COUNTY"). WHEREAS, COUNTY and Microsoft Corporation ("Microsoft") have entered into that certain Microsoft Enterprise Agreement (Master Agreement No. 8084445; the "Master Agreement"), effective August 23, 2019, under which COUNTY has the ability to enter into one or more enrollments to order certain Microsoft product licenses; WHEREAS, CONTRACTOR desires to provide support to COUNTY and its Enrolled Affiliates (as defined in the Master Agreement) for said licenses under this Agreement and hereby represents that it has the skills, experience, and knowledge necessary to perform under this Agreement; and WHEREAS, COUNTY desires to accept CONTRACTOR's services under this Agreement. NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties agree as follows: This Agreement covers all enrollments for all products licensed under the Master Agreement. All terms and conditions of the Master Agreement, attached as Exhibit E of this Agreement and incorporated by reference, shall apply to the purchase of related products and services. 2. This Agreement is available for use by all government entities within the State of California (an `Enrolled Affiliate") for the duration of the Term (defined below in section 4). Enrollment documents will contain the terms and conditions specific to each entity. 3. CONTRACTOR agrees to extend the same pricing, terms, and conditions as stated in this agreement to each and every government entity in the State of California. Terms and conditions are governed by this Agreement, the Master Agreement, and the applicable enrollment documents for each entity. Each Enrolled Affiliate shall make purchases in their own name, make direct payment to CONTRACTOR, and be liable directly to CONTRACTOR for all obligations. 3.1 COUNTY shall in no way be responsible to CONTRACTOR for Enrolled Affiliates' purchases and obligations. COUNTY shall in no way be responsible to other entities for their purchases or any acts or omissions of CONTRACTOR, including but not limited to product selection or implementation, services or other related matters. 3.2 CONTRACTOR shall notify Enrolled Affiliate in writing of the terms and conditions stated in Section 11. 4. This Agreement shall be effective from November 1, 2019 through October 31, 2021, unless terminated earlier (the "Term"), Hold Harmless/Indemnification: 5.1 CONTRACTOR shall indemnify and hold harmless the County of Riverside, its Agencies, Districts, Special Districts and Departments, their respective directors, officers, Board of Supervisors, elected and appointed officials, employees, agents and representatives (individually and collectively hereinafter referred to as Indemnitees) from any liability, action, claim or damage OCT 222019 72,(L4 Licensing Solution Provider Agreement Number PSA-0001523 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 indemnification herein by CONTRACTOR, CONTRACTOR shall, at their sole cost, have the right to use counsel of their own choice and shall have the right to adjust, settle, or compromise any such action or claim without the prior consent of COUNTY; provided, however, that any such adjustment, settlement or compromise in no manner whatsoever limits or circumscribes CONTRACTOR indemnification to Indemnitees as set forth herein. 5.3 CONTRACTOR'S obligation hereunder shall be satisfied when CONTRACTOR has provided to COUNTY the appropriate form of dismissal relieving COUNTY from any liability for the action or claim involved. 6. Contractor Responsibilities: CONTRACTOR will offer the following services to each Enrolled Affiliate at no additional charge. It is the responsibility of the Enrolled Affiliate to determine which products and/or services, if any, meet their needs and communicate that to the CONTRACTOR. 6.1 Provide reports showing year to date annual spend according to Enrolled Affiliate's specifications. Frequency will be determined by each Enrolled Affiliate (monthly, quarterly, etc.). 6.2 Provide a short synopsis of why an amendment is needed and the ramification of each amendment to an enrollment at the time of such amendment. 6.3 Provide an updated price list on an annual basis or when requested by Enrolled Affiliate. 7. CONTRACTOR's Microsoft Enterprise Agreement license subscription price attached hereto as Exhibit A and service rates attached hereto as Exhibit B. 8. CONTRACTOR's Microsoft Enterprise Agreement Participation Form attached hereto as Exhibit C and incorporated herein by reference. 9. Usage Reporting: CONTRACTOR will provide to COUNTY the Licensed Support Provider (LSP) Reporting of Active Enrollments to Master Microsoft Enterprise Agreement No. 8084445, Select Plus Agreement No. 7756479, Microsoft Premier, Unified, and MCS Support services, showing a list of enrollments by February 15th of each year. Forms shall be submitted electronically to 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 11 12 Licensing Solution Provider Agreement Number PSA-0001523 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: Ken Pharr 12221 Merit Dr., #800 Dallas, TX 75251 COUNTY Secondary Contact: Rick Hai 2980 Washington Street Riverside, CA 92504 11.1 Should Contract Management contact information change, the CONTRACTOR shall provide written notice with the updated information to the COUNTY no later than 10 business days after the change. Termination: 12.1 COUNTY may terminate this Agreement without cause upon thirty (30) days written notice served upon the CONTRACTOR stating the extent and effective date of termination. 12.2 COUNTY may, upon five (5) days written notice terminate this Agreement for CONTRACTOR's default, if CONTRACTOR refuses or fails to comply with the terms of this Agreement or fails to make progress that may endanger performance and does not immediately cure such failure. In the event of such termination, the COUNTY may proceed with the work in any manner deemed proper by COUNTY. 12.3 CONTRACTOR's rights under this Agreement shall terminate (except for fees accrued prior to the date of termination) upon dishonesty or a willful or material breach of this Agreement by CONTRACTOR; or in the event of CONTRACTOR's unwillingness or inability for any reason whatsoever to perform the terms of this Agreement. 13. Conduct of Contractor: 13.1 The CONTRACTOR covenants that it presently has no interest, including, but not limited to, other projects or contracts, and shall not acquire any such interest, direct or indirect, which would Licensing Solution Provider Agreement Number PSA-0001523 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 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 Licensing Solution Provider Agreement Number PSA-0001523 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. S1210 et seq.) and all other applicable laws or regulations. 15. Entire Agreement: This Agreement, including any attachments or exhibits, constitutes the entire agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous representations, proposals, discussions and communications, whether oral or in writing. This Agreement may be changed or modified only by a written amendment signed by authorized representatives of both parties. IN WITNESS WHEREOF, the parties hereto have caused their duly au tho ' d representatives to execute this Agreement. COUNTY OF RIVERSIDE, apolitical subdivision of the State of California By: Kevin Jeffries, Chairman Board of Supervisors Dated: OCT 2 2 2019 ATTEST: Kecia Harper Clerk of the Board A � J By: aiLl eputy APPROVED AS TO FORM: Gregory P. Priamos County Counsel By: Susanna Oh, Deputy County Counsel Crayon liability LLC., a Delaware limited /Chief Financ'al Officer Dated: OCT 222019 3, 1L.0 Licensing Solution Provider Agreement Number PSA-0001523 Exhibit A Microsoft Enterprise license subscription and services Line Description Price Level Markup % Enterprise Online Services" (including Full USLs, From SA USLs, 1 Add-ons and Step Ups) M365 E3 and E5, Enterprise Mobility + Level D Security E3 and E5, Office 365 Enterprise El or E3, Windows 10 Minus 2% 1.00 Enterprise E3 or E5. 2 Enterprise Products Office 365 Pro Plus, Windows 10 Enterprise, Core CAL Suite Enterprise CAL Suite. Level D 1.00 Additional Products M365 Fl, M365 E5 Compliance, M365 E5 3 Security, Office 365 Enterprise Fl, Project Online, Visio Online Plan Level D 1.00 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 1.00 Core Infrastructure Suites etc. 5 All products for Select Plus Agreement No. 7756479. 1.50 6 Microsoft Premier Support 2.00 7 Microsoft Unified Support Services 2.00 8 Microsoft Consulting Services 2.00 Licensing Solution Provider Agreement Number PSA-0001523 Exhibit B License Support Provider (LSP) service rates Line Description Certified Competency es/No Hourly Rate Data and Artificial Intelligent 1 Build Intelligent Apps No $450 2 Build Intelligent Agents No $450 3 Machine Learning Yes $450 4 Internet of Thins Yes $450 5 Globally distributed data No $450 6 OSS Databases No $450 7 Cloud Scale Analytics Yes $450 8 Data Platform Modemization to Azure Yes $450 9 Windows Server on Azure Yes $350 10 Security & Management Yes $350 11 Datacenter Migration Yes $350 12 Modern Business Intelligence Yes $350 Biz Apps 1 Customer Service No $400 2 Field Service No $400 3 Marketing No $400 4 1 Talent No $400 5 Finance and Operations No $400 6 Business Central No $400 7 Power Apps No $400 8 Power BI No $400 Apps and Infrastructure 1 Azure Stack No $300 2 High Performance Compute Yes $300 3 Cloud Native Apps using Serverless Yes $300 4 Modernize Apps No $300 5 SAP on Azure No $300 6 Linux on Azure No $300 7 Dev O s No $300 8 Business Continui & Disaster Recovery Yes $300 9 Windows Server on Azure Yes $300 10 Security & Management Yes $300 11 Datacenter Migration Yes $300 Licensing Solution Provider Agreement Number PSA-0001523 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 $300 2 Security Yes $300 3 GDPR & Compliance Yes $300 4 Teamwork Yes $300 5 Calling & Meetings Yes $350 6 Modern Desktop Yes $300 7 Office 365 Mi ration Assistance Yes $300 7a Mail Yes $300 7b Teams Yes $300 7c SharePoint Yes $400 7d OneDrive Yes $300 DAVE ROGERS Assistant Chief Executive Officer Chief Information Officer JIM SMITH Chief Technology Officer i JENNIFER HILBER, ACIO /� i � � Enterprise Applications Bureau �.,,,� GUSTAVO VAZQUEZ, ACIO 4B�e� "ck Pza Converged Communications Bureau Public Safety Enterprise Communications GIL MEJIA, ACID Technology Services Bureau Microsoft LSP Participation Form (RFQ #RIVCO-2020-RFQ-0000048 Attachment 3) Complete this form and return to: Attention: Rick Hai E-mail: RHai(a)rivco.org Company Name: Crayon Software Experts LLC Payment should be made to: Riverside County Information Technology 3450 14th Street, Fourth Floor Riverside, CA 92501 County of Riverside TIN #: 95-6000930 Name: Ken Pharr Title: CFO Address: 12221 Merit Dr #800 City: Dallas Zip Code: 75251 Telephone #: 469-329-0290 Fax #: Email: sled.use-crayon.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 TechAoloay. Please refe=rd he re nce information above for where to send the payment. Failure to comply may result in thebei escinded. xtvz") L0l�u/,q Signat a Date lIn Ph&r CN Printed Name Title a a� ►i Licensing Solution Provider Agreement Number PSA-0001523 Exhibit E Master Agreement Attached include the followings: 1) Signature Form 2) Microsoft Enterprise Agreement 3) Microsoft Enterprise Agreement Amendment Microsoft Document Headersheet * This is for informational purposes only * MS5-0000004275258 (MSLI Tracking Number) Doc Type: Signature Form 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 Outsourcer Name: Business Agreement Number: Master Agreement Number: 8084445 Agreement Number: Purchase Order Number: Comments: 8/23/2019 9:42:66 PM Account Manager Name / Alias: NINn � Du ���'N Nn 0 IflI�B h NI (Scanning Code) C3 Microsoft El Program Signature Form MBAIMMA numher Ayreemeni numher 8 OM44 S Volume Licensing 004-kayle ed-S-04 Note: Enter the applicable active numbers sssociated 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 data identified below, • .1i: 2e: 1 • • 1 a,µt.. 4 -Enterprise Agreement X20-10209 :Choose A reement> Document Number or Code <Choose Agreement> Document Number or Code <Choose Agreement> <Choose Agreement> ~ ^ <Choose Enrollment/Re istration> Document Number or Code Document Number or Code Docurnent Number or Code <Choose EnrollrnentlRe istration> Document Number or Code <Choose EnrollmentlRe istration> Document Number or Code <Choose EnrollmentiRe istration> Document Number or Code <Choose Enrollment/Reclistration> Amendment to Contract Documents Document Number or Code CTNI-CPT-OPT-FWK (ne:v) r By signing below, Customer and the lvticresoft 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 Entit�gm t 1) le i e tity name)' County of Riverside Signature' ,�10��`�• "t Printed First and Last Name' Printed Title 5 r P!'OCar-e Wl-eK, �raCiI 519E Geia'r � Signature Date* Tax ID indicates required field r( I PtryrnnSignFG„n{ruts iigr.}fAIA,LatRrraExBRA,MLIttNG (fu,y"ey l •l i Puye 1 of 2 Microsoft Corporation Signature ` Printed First and Last Name r I Printed Title Signature Date (date rulicwsoft Aflliate coumersi,�s) i Agreement Effective Date (may be r 'fferent Wan waiusuft s a inatute dwe_.) F Q3 i a01 Optional 2nd Customer signature or Outsourcer signature (if applicable) Name of Entity (must be legal entity name)" Signature" Printed First and Last Name" Printed Title i r Signature Date' Name of Entity (must he legal entity name)" Signature" Printed First and Last Name' Printed Title Signature Date" Microsoft -am Microsoft Corp ration AUG 2 3 019 Chance krail Duly Authorize n behalf of Microsoft Co oration i If CLIStOnlel'requires physical media, additional contacts, or is reporting multiple previous Enrollments, include the appropriate form(s) with this signature form. After this signature form is signed by the Custnmer, 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 6100 Neil Road, Suite 210 Reno, Nevada 80511.1,137 USA I Prt��,rainSinr,rorm(4tSSi�n)(tlA.I atAni) YHRAL117(ENGI(Auo2014) Page 2 of 2 I Microsoft Document Headersheet * This is for informational purposes only * I I S (MSLI 5-0000004175258 (M Tracking Number) f I F Doc Type: Agreement I 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 Outsourcer Name: Business Agreement Number: Master Agreement Number: 8084445 Agreement Number: Purchase Order Number: Comments: I I 8/23/2019 9:42:31 PM Account Manager Name / Alias: (Scanning Code) o' Micl•n-soft Volume 1_icensing I i Enterprise Agreement State and Local Not for Use with FAir msoff Busiriess Agreement or Micibantl P.usinesa and 5euvices Ameemenl This ticrosoft Enterprise Agreement C Agrdement') is entered into between the entities identified on the signature form. '. I Effective date. The effective date of this Agreement is the earliest effective date of any Enrollment entered into under this Agreement or the date Microsoft accepts this Agreement, whichever is earlier. This Agreement consists of (1) these Agreement terms and conditions, including any amendments and the signature form and all attachments identified+therein, (2) the Product Terms applicable to Products licensed under this Agreement, (3) the Online Services Terms, (4) any Affiliate Enrollment entered into under this Agreement, and (5) any order submitted under this Agreement. Please note: Documents referenced in this Agreement but not attached to the signature form may be found at litto./lvrww.inicrosoft.corn/licefisinntcontracts 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 documents carefully, both at the time of signing and periodically thereafter, and fully understand all terms and conditions applicable to Products licensed. Terms and Conditions 1. Definitions. "Affiliate" means with regard to Customer, (i) any government agency, department, office, instrumentality, division, unit or other entity of the state or local government that is supervised by or is part of Customer, or which supervises Customer or of which Customer is a part, or which is under common supervision with Customer; any county, borough, commonwealth, city, municipality, town, township, special purpose , district, or other similar typo of governmental instrumentality established by the laws of Customer's state and located within Customers state jurisdiction and geographic boundaries; and (W) any other entity in Customer's state expressly authorized by the laws of Customer`s slate to purchase under state contracts; provided that a state and its Affiliates shall not, for purposes of this definition, be considered to be Affiliates of the federal government and its Affiliates; and 1 b, with regard to Microsoft, any legal entity that Microsoft owns, that owns Microsoft, or that is under common ownership with Microsoft. "Customer' rneans 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 for references that specify "business day'. "Enrolled Affiliate" means on entity, either Custorer or any one of Customer's Affiliates that has entered into an Enrollment under this Agreement. 6'A201fiAir(tJSjSLG(tMGj(Muv2r?fG? Prige I of I I l Document X211-102111-1 "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 oil its Enrollment to include in its enterprise. "Fixes" means Product fires, 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 Services" means the Microsoft -hosted services identified as Online Services in the Product Terms. "Online Services Terms" means the additional terms that apply to Customer's use of Online Services published on the VOILIme Licensing Site and'updated from time to time. "Product" means all products identified in the Product Terms, such as all Software, online Services and other web -based services, including pre-release or beta versions. "Product Terms" means the document that piovides information about Microsoft Products and Professional Services available through volume licensing, The Product Terms document is published on the Volume Licensing Site and is updated from time to time. "SLA" means Service Level Agreement, which specifies the 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 Produc(Terms. 'Trade Secret" means information that is not generally known or readily ascertainable to the public, has economic value as a result, and has been Subject to reasonable steps under the circumstances to maintain its secrecy. I "use" or "run" means to copy, install, use, acleess, display, run or otherwise interact. "Use Rights" means the use rights or terns of service for each Product published on the Volume Licensing Site and updated from time to time. The Use Rights supersede the terms of any end user license agreement that accompanies a Product. The Use Rights for Software are published by Microsoft in the Product Terms. The Use Rights for Online Services are published in the Online Services Terms, "Volume Licensing Site" means http/,+w,�r::.mirrasoft.comllrrensing/contracts or a successor site. 2. How the Enterprise program works a. General. The Enterprise program consists of the terms and conditions on which an Enrolled Affiliate may acquire Product Licenses. Under the Enterprise program, Customer and its Affiliates moy order Licenses for' Products by entering into Enrollments. b. Enrollments. The Enterprise program gives Customer andlor its Affiliates the ability to enter into one or more Enrollments to order Products. Subscription Enrollments may be available for some of these Enrollments. PJolwithstanding 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 reference in that Enrollrent. ' FA201GAgr(trS);41 G(F.N(3)(Nov2[)16) Page 2 of 11 Dorumen 1 x20• 1 07.09 c. Licenses. The types of Licenses available are (1) Licenses obtained under Software Assurance (L&SA), and (2) Sub'scription Licenses, These License types, as well as additional License Types, are further described in the Product List. 3. Licenses for Products. r a. License Grant. Microsoft grants the Enterprise a non-exclusive, 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 Agreement. 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 for same Subscription Licenses. Except as otherwise noted in the applicable Enrollment or Use Rights, all other Licenses become perpetual only when all payments for that License have been made and the initial Enrollment term has expired. c. Applicable Use Rights. (i) Products (other than Online Services), The Use Rights in effect on the effective date of the applicable Enrollment term will apply to Enterprise's use of the version of each 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 not change which Use Rights apply to those Licenses, (11) Online Services, For Online Services, the Use Rights in effect on the subscription start date will apply for the subscription term as defined in the Product Terms, Downgrade rights. Enrolled Affiliate may use an earlier version of a Product other than Online Services than the version that is current on the effective date of the Enrollment. For Licenses acquired in the current Enrollment tern, the Use Rights for the current version apply to the use of the earlier version. If the earlier Product version includes features that are not in the new version, then the Use Rights applicable to the earlier version apply with respect to those features. e. New Version Rights under Software Assurance. Enrolled Affiliate must order and 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 Enrolled Affiliate chooses riot to use the new version immediately. (1) Except as otherwise permitted under an Enrollment, use of the new version will be subject to the new version's Use Rights. (ii) If the License for the earlier version of the Product is perpetual at the time the new version is released; the License for the new version will also be perpetual. Perpetual Licenses obtained through Software Assurance replace any perpetual Licenses for the earlier version. f. License confirmation. This Agreement. the applicable Enrollment, Enrolled Affiliate's order confirmation, and any documentation evidencing transfers of perpetual Licenses, together with Proof of payment, will be Enrolled Affiliate's evidence of all Licenses obtained under an Enrollment. EA20I6Agr(US)SLG(ENGf(Na92016) Pauc 3 of 11 i L1 eurnent X20-10209 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 privat(zatiori of an entity or an operating division, (2) a privatization of an Affiliate or an operating division of Enrolled Affiliate or any of its Affiliates, or (3) a consolidation including a merger with a third party that has an existing agreement or Enrollment. Microsoft will work with Enrolled Affiliate in good faith to deteimine how to accommodate its changed circumstances in the context of This Agreement, 4. Making copies of Products and re -imaging rights. a. General. Enrolled Affiliate may make as many copies of Products, as it needs to distribute them within the Enterprise. Copies must be true and complete (including copyright and trademark notices) from mastencopies 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 notify 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. Copies for traininglevatuation and hack -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 copy of any licensed Product for back-up or archival purposes for each of its distinct geographic locations. Trials for Online Services may be available if specified in the Use Rights. c. Right to re -image. In certain cases, ie-i paging is permitted using the Product media. If the Microsoft Product is licensed (1) from an original equipment manufacturer (OEM), (2) as a full packaged Product through a retail source, or (3) under another Microsoft program, then media provided under this Agreementrmay generally be used to create images for use in place of copies provided through that separate source, This right is conditional upon the following: (i) Separate Licenses must be acquired from the separate source for each Product that is re - imaged, (ii) 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 the re -imaged Product permitted remains the same. (iii) Except for copies of an operrating system and copies of Products licensed under another Microsoft program, the Product type (e.g... Upgrade or full License) re -imaged must be identical to the Product type licensed from the separate source. (iv) Enrolled Affiliate must adhere to any Product -specific processes or requirements for re - imaging identified in the Product Terms. Re -imaged Products remain subject to the terms and use rights of the License acquired from the separate source. This subsection does not create of, extend any Microsoft warranty or support obligation. 5. Transferring and reassigning Licenses. a. License transfers. License transfers are not permitted, except tliat Customer or an Enrolled Affiliate may transfer only fully -paid perpetual Licenses to: (i) an Affiliate, or (ii) a third party solely in connection 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 + r-A201f,Agr(r)S)5LG(EhJG;(Nov2Q16) r Page4 of 11 Do uractit X20.10209 operating division of Enroiled Affiliate or an Affiliate. (B) a reorganization, or (C) a consolidation. Upon such transfer, Customer'or Enrolled Affiliate must uninstall and discontinue using the licensed Product and render any copies unusable. b. Notification of License Transfer. Enrolled Affiliate must notify Microsoft of a License transfer by completing a license transfer form, which can be obtained from htto:llwww.microsoft.conlll:censinolrnntrncts and sending the completed form to Microsoft before the License transfer. No License transfer will be valid unless Enrolled Affiliate provides to the transferee, and the transferee accepts in writing, documents sufficient to enable the transferee to ascertain the scope, purpose and limitations of the rights granted by Microsoft under the licenses being transferred (inckidingthe applicable Use Rights, use and transfer restrictions, warranties and limitations of liability). Any license transfer not made in compliance with this section will be void. i c. Internal Assignment of Licenses anti Software Assurance. Licenses and Software Assurance must be assigned to a single user or device within the Enterprise. Licenses and Software Assurance may be reassigned within the Enterprise as described in the Use Rights. 6. Term and termination. a. Term. The term of this Agreement will be 36 full calendar months from the effective date 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 event of termination, new Enrollments will not be accepted, but any existing Enrollment will continue for the term of such Enrollment and will continue to be governed by this. Agreement. c. Mid-term ms termination for norappropriation of Funds. Enrolled Affiliate may terminate this Agreement or an Enrollment without liability, penalty or further obligation to make payments if funds to make payments under the Agreement or Enrollment are not appropriated or allocated by the Enrolled Affiliate for 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 breaches its obligations under this Agreement, including any obligation to submit orders or pay invoices, Except where the breach is by its nature not curable within 30 days, the terminating party must give the other party 30 days' notice of its intent to terminate and an opportunity to cure the breach, if Microsoft gives Such notice to an Enrolled Affiliate, Microsoft also will give 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 Microsoft, and Microsoft may terminate the former Affiliate's Enrollment. If an Enrolled Affiliate terminates its Enrollment as a result of a breach by Microsoft, or if Microsoft terminates an Enrollment because 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 terminates 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 may immediately pay the total remaining amount due, including all installments, in which case, the Enrolled Affiliate will Have perpetual rights for all licenses it has ordered: or r FA2016A(11(US)SLG(GN[;}.thloV10Il''} Yaye 5 of 11 i Mcumeni X20-10209 i (ii) It may pay only amounts due as of the termination date. in which case the Enrolled Affiliate will have perpehial Licenses for: 1) all copies of Products (including the latest version of Products ordered under SA coverage in the current term) for which payment has been made in full, and 2) the number of copies of Products it has ordered (including the latest version of Products ordered under Software Assurance coverage in current term) that is proportional to the total of installment payments }paid versus total amounts due (paid and payable) if the early termination had not occurred. (iii) In the case of early termination under subscription Enrollments, Enrolled Affiliate will have the following options: 1) For eligible Products, Enrolled Affiliate may obtain perpetual Licenses as described in the section of the Enrollment titled "Buy-out option," provided that Microsoft receives the buy-out order for those Licenses within 60 days after Enrolled Affiliate provides notice of termination. 2) In the event of a breach by Microsoft, if Customer chooses not to exercise a buy-out option, Microsoft will issue Enrolled Affilaite a credit for any amount paid in advance for Subscription Licenses that the Enterprise will not be able to use to do the termination of the Enrollment 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 (i) Enrolled Affiliate must order ILicenses 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 kind remain due and payable. Except as provided in the subsection titled "Early termination," all unpaid payments for Licenses immediately become due and payable. (ii) Enrolled Affiliate's right to Software Assurance benefits under this Agreement ends if it does not renew Software Assurance. �. Modification or termination of an Online Service for regulatory reasons. Microsoft may modify or terminate an Online; Service where there is any current or iuture government requirement or obligation that: !(1) subjects Microsoft to any regulation or requirement not generally applicable to businesses operating in the jurisdiction; (2) presents a hardship for Microsoft to continue operating the Online Service without modification; and/or (3) causes Microsoft to believe these terms or the Online Service may conflict with any such requirement or obligation. r h. Program updates. 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 the time of an Enrollment renewal. , 7. Use, ownership, rights, and restrictions. 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 the terms of the applicable supplemental agreement. b. Fixes. Each Fix is licensed under the same terms as the Product to which it applies. If a Fix is not provided for a specific Product, any use rights Microsoft provides with the Fix will apply. c. Non -Microsoft software and technology. Enrolled Affiliate is solely responsible for any non - Microsoft software or technology that it installs or uses with the Products or Fixes. i LAU 16NJr(US)sLG(LPtG)(Nov2L161 Page G or 11 r - DorumeniX20.1u209 d. Restrictions. Enrolled Affiliate must not (and is not licensed to) (1) reverse engineer, decompile, or disassemble any: {'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 limitations in a Product or Fix or restrictions in Product documentation. Customer must not (and is not licensed to) O separate and run parts of a Product or Fix on more than one device, upgrade or downgrade parts of a Product or Fix at different times, or transfer parts of a Product or Fix separately; or (ii) distribute, sublicense, rent, lease, lend any Products or Fixes, in whole or In part, or use them to offer hosting services to a third party.' e. Reservation of rights. Products and Fixes are protected by copyright and other intellectual property rights laws and interriational treaties. Microsoft 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 device do not give Customer any right to implement Microsoft patents or other Microsoft intellectual property in the device itself or in any other software or devices. 8, Confidentiality. "Confidential Information" is non-public information that is designated `confidential" or that a reasonable person should understand is confidential, including Customer Data. Confidential Information does not include information that (a) becomes publicly available without a breach of this agreement, (b) the receiving party received lawfully from another source without a confidentiality obligation, (c) is independently developed, or (d) is a comment or suggestion volunteered about the other party's business. products or services. Each party vvill take reasonable steps to protect the other's Confidential Information -and will use the other party's Confidential Information only for purposes of the parties' business relationship. Neither party will disclose that Confidential Information to third parties, except to its employees, Affiliates, contractors, advisors and consultants ("Representatives') and then only on a need -to -know basis under nondisclosure obligations at least as protective as this agreement. Each party remains responsible for the use of the Confidential Information by its Representatives and, in the event of discovery of any unauthorized use or disclosure, must promptly notify the other party. A party may disclose the other's Confidential Information if required by law; but only after it notifies the other party (if legally permissible) to enable the other party to seek a protective order. Neither party is required to restrict work assignments of its Representatives who have had access to Confidential Information. Each party agrees that the use of information retained in Representatives unaided memories in the development or deployment of the parties' respective products or services does not create liability under this Agreement or trade secret law, and each party agrees to limit what it discloses to the other accordingly. 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. 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 (ii) will be subject to the privacy terms specified in the Use Rights. Microsoft will abide by the requirements of European Economic Area and Swiss data protection FA201OAr r(Uti)Sr catr:rtc,ilrtnuzor,;; race 7 or r r i Document X20.10209 law regarding the collection, use, transfer, retention, and other processing of personal data from the European Economic; Area and Switzerland. c. U.S. export. Products and Fixes are subject to U.S, export jurisdiction. Enrolled Affiliate must comply with all applicable international and national laves, 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 technologies. 10. Warranties. a. Limited warranties and remedies. (I) Software. Microsoft warrarits that each version of the Software will perform substantially as described in the applicable Product documentation for one year from the date the Enterprise is first licenseclrfor that version. If it does not and the Enterprise notifies Microsoft within the warranty term, then Microsoft will, at its option (1) return the price Enrolled Affiliate paid for the Software license, or (2) repair or replace the Software, (ii) Online Services, idlicrosofi warrants that each Online Service will perform in accordance with the applicable SLA during the Enterprise's use. The Enterprise's remedies for breach of this warranty are in the SLA. The remedies above are the Enterprise's sole remedies for breach of the warranties in this section. Customer waives any breach of warranty claims not made during the warranty period. b. Exclusions. The warranties in'this agreement do not apply to problems caused by accident, abuse, or use in a manner inconsistent with this Agreement, including failure to meet minimum system requirements. These warranties do not apply to free, trial, pre-release, or beta products, or to components of Products that Enrolled Affiliate is permitted to redistribute. c. Disclaimer. Except for the'lirntted warranties above, Microsoft provides no other warranties or conditions acid disclaims any other express, implied, or statutory warranties, including warranties of quality, title, non -infringement, merchantability, and fitness for a particular purpose. 11. Defense of third party claims. The parties will defend each other against the third -party claims described in this section and will pay the amount of any resulting adverse final judgment or approved settlement, but only if the defending party is promptly notified in writing of the claim and h'as 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 party will reimburse the other party for reasonable out-of-pocket expenses it incurs in providing assistance. This section describes the parties' sole remedies and entire liability for such claims. 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 Microsoft for a fee and used within the scope of the license granted (unmodlfled from the form provided by Microsoft and not combined with anything else) misappropriates a trade secret or directly infringes a patent, copyright, trademark or other proprietary right of a third party. If Microsoft is unable to resolve a claim of infringement under commercially reasonable terms, it may, at its option, either (1 ) modify or replace the Product or Fix with a functional equivalent; or (2) terminate Enrolled Affiliate's license and, refund any prepaid license fees (less depreciation on a five-year, straight-line basis) for perpetual licenses arid any amount paid for Online Services for any usage period after the term inal ion date. Microsoft will not be liable for any claims or damages due to Enrolled Affiliate's continued use of a Product or Fix after being notified to stop due to a third -party claim. h, By Enrolled Affiliate. To the extent permitted by applicable law, Enrolled Affiliate will defend Microsoft against any third -party claim to the extent it alleges that: (1) any Customer Data or r [A2016Agr(USiSLG(ENG)(Nov2Cl6) I Page 8 of 1 1 Document X20-10209 non -Microsoft software hosted in an Online Service by Microsoft on Enrolled Affiliate's behalf misappropriates a trade secret or directly infringes a patent, copyright, trademark, or other proprietary right of a third party; or (2) Enrolled Affiliate's use of any Product or Fix, alone or in combination with anything else, 'violates the law,%) or damages a third party. 12. Limitation of liability, ' For each Product; each party's maximum, aggregate liability to the other under this Agreement is limited to direct damages finally awarded in an amount not to exceed the amounts Enrolled Affiliate was required to pay for the applicable Products during the 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 clairrr will not exceed the amount Enrolled Affiliate paid for the Online Service during the 12 months before the incident. b. Free Products and Distributahle 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 LIS55,000. c. Exclusions. In no event will either party be liable for indirect, incidental, special, punitive, or consequential damages, or for loss of use, loss of business information, loss of revenue, or interruption of business, however, caused or on any theory of liability. I d. Exceptions. No limitation or exc,iusions will apply to liability arising out of either party's (1) confidentiality obligations (except for all liability related to Customer Data, which will remain subject to the limitations and exclusions above); (2) defense obligations; or (3) violation of the other party's intellectual properly rights. i 13. Verifying compliance. a. Right to verify compliance. Enrolled Affiliate must keep records relating to all use and distribution of Products by Enrolled Affiliate and its Affiliates. Microsoft has the right, at Its expense, to the extent permitted) by applicable law, to verify compliance with the Product's license 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, sublieenses, or distributes to third parties. Enrolled Affiliate agrees to complete Microsoft's self -audit process, which Microsoft may require as an alternative to a third party audit. b. Remedies for non-compliance, If verification or self -audit reveals any unlicensed use or distribution, then within 30 days; (1) Enrolled Affiliate must order sufficient Licenses to cover that use or distribution, and (2) if unlicensed use or distribution is 5% or more, Enrolled Affiliate must reimburse Microsoft for the cost Microsoft has incurred in verification and acquire the necessary 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 to actual install base. If there is no unlicensed use, Microsoft will not subject Enrolled Affiliate to another verification for at least one year. By exercising the rights and procedures described above, Microsoft does not waive its rights to enforce this Agreement or to protect its intellectual property by any other means permitted by law. c. Verification process. Microsoft will notify Enrolled Affiliate at least 30 days in advance of its intent to verify Enrolled Affiliate's compliance with the license terms for the Products Enrolled 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. l r A2S11Ph.1i(US)Sl-G{ENGl(N6v2016) Page Cl of 1I rlocumenl X20- I n2n9 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 m�iy 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 be in writing and will be treated as delivered on the date shown on the return receipt or on the courier or fax confirrnation of delivery. Microsoft may provide information to Enrolled Affiliate about upcoming ordering deadlines, services, and subscription information in electronic form, including by email to contacts provided by Enrolled Affiliate. Emails will. be treated as delivered on the transmission date. cl. 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 tirne, to lirne in accordance with the terms of this Agreement. Any conflicting terms and conditions contained in an Enrolled Affiliate's purchase order will not apply. Microsoft may require Customer to sign a new agreement or an ainendnient before an Enrolled Affiliate enters into an Enrollment under this agreement. f. Assignment. Either party may .assign this Agreement to an Affiliate, but must notify the other party in writing -of the assignment. Any other proposed assignment must be approved by the non -assigning party in writing. Assignment will not relieve the assigning party of its obligations under the assigned agreement Any attempted assignment without required approval will be void. g. Applicable law; dispute resolution. The terms of this Agreement vAl be governed by the laws of Customer's state, withat.1t giving effect to its conflict of laws. Disputes relating to this Agreement will be subject to apF)Iicable dispute resolution laws of Customer's state. h. Severabllity. If any provision in'this agreement is held to be unenforceable, the balance of the agreement will remain in full force and effect. i. 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 term of the Agreement. I. Management and Reporting. Customer and/or Enrolled Affiliate may manage account details (e.g., contacts, orders, Licenses. software downloads) on Microsoft's Volume Licensing Service Center (" VLSC") web site (or successor site) at: hit ns./1wwy m;crosoft.comllicensinelservrcecenter. Upon the effective date of this Agreement and any Enrollments, the contacts) identified for this purpose will be provided access to this site and may authorize additional users and contacts. rn. 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 ti►e following order from highest to lowest priority: (1) this Enterprise Agreement, (2) any Enrollment, (3) the Product Terms. (4) the Online Services Terms, (5) orders submitted under this Agreement, and (6) any other documents in this Agreement, Terms in an alnendrnerlt control over the amended document and any prior amendments concerning the'$tame subject matter, �A301[iAyi(USjSIG�;EIJG)(A'�:2Qfii) 1 r'ane 10of 11 Document X20 10203 I I n. Free Products. It is Microsoft intent that the terms of this Agreement and the Use Rights be in compliance with all applicable federal law and regulations. Any free Product provided to, Enrolled Affiliate is for the sole use and benefit of the Enfolled Affiliate, and is not provided for use by or personal benefit of anly specific government employee. o. Voluntary Product Accessibility Templates. Microsoft supports the government's obligation to provide accessible technologies to its citizens with disabilities as required by Section 508 of the Rehabilitation Act of 19713, and its state law counterparts. The Voluntary Product Accessibility Templates ("VPATs") for the Microsoft technologies used In providing the Online Services can be found at Microsoft's VPAT pare, Further information regarding Microsoft's commitment to accessibility can be found at htt.P./tw"t.microsoft.corn/enable. p. Natural disaster. In the event of a "natural disaster," Microsoft may provide additional assistance or rights by posting them on 1)tta�NArwj.microsoft.com at such time. q. Copyright violation. Except as set forth in the section above entitled "Transferring and reassigning Licenses", the Enrolled Affiliate agrees to pay for, and comply with the terms of this Agreement and the Use Rig hts,'for the 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. EA20lCiAcir(I)S)SLC,(r-rrG)(Nov2DI0) i N.,yc 11 of I I 1?oruirtC:ul X2il-1 Ci2i}y r 1 Mifrosof� VOILJM(t 1_ic -1 _'I g Supplemental Contact Information Form This form can be used in combination with MBSA, Agreement, and Enrollment/Registration. However, a separate form must be submitted for each enrollment/registration, when more than one ir; submitted on a signature form_ For the purposes of this form, 'entity" can mean the signing entity, Customer, Enrolled Affiliate, Governrnent Partner, Institution, 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 form applies to: ❑ MBSA 9 Agreement ElEnrollmentfAffailiate Registration Form Insert primary entity name if more than one Enrollment/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 ►rust be completed for each section. By providing contact information, entity consents to its use for purposes of administering the Enrollment by Microsoft and other parties that help'Microsoft administer this Enrollment. The personal information provided in connection with this agreement +.vill be used and protected according to the privacy statement available at httos:r'ilicensing .m Icrosolt.com. 9. Additional notices contact„ 'this contact receives all notices that are sent from ndicrosoft. No online access is granted to this individual, Narne of entity* County of Riverside Contact name": t=irst Regina Last Funderburk Contact email address* RFunderburk,@rivco.org Street address` 3450 141h Street, 41h Floor' ' City* Riverside State/Province* California Postal code* 92501-3861 Country* USA Phone* 951-955-2265 Fax i ❑ This contact is a third party (not the entity). Warning: This contact receives personally identifiable information of the entity. r 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` RFtrnderburkCiivco.org Street address* 3450 14th Street, 4th Floor. City"' Riverside State/Province' California `Postal cocle* 92501-386,1 I i upCrn�LacllgfoForm(fIA,I:Jf?)(FMG?E<lrt2[113) F'agc 1 ot3 Country` USA Phone* 951-955-2265 Fax ❑ This contact is a third party (not the entity). Warning: This contact receives personally identifiable information of the entity. 3. Subscriptions manager. This contact will assign IvtSDN, Expression, and TechNet Plus subscription licenses to the Individual subscribers under this Enrollment or Registration. Assignment of the subscription licenses is necessary for access to any of the online benefits, SUCI1 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 Fundeturk Contact email address' RFunderburk a rivco.ord Street address* 3450 14th Street, 4th Floor City* Riverside State/Province' California Postal code' 92501-3861 Country" USA Phone* 951-955-2265 Fax ❑ This contact is a third party (not the entltyy. Warning: This contact receives personally identifiable information of the entity. 4. Online services manager. This contact will be {provided online permissions to manage the online services ordered under the Enrollment or Registration. Name of entity' County of Riverside Contact name": First Luis Last Flores Contact email address* LFFlores@rivco.org Street address* 3450 14th Street, 41h Floor City" Riverside State/Province" California Postal code" 92501-3861 Country" USA Phone* 951.955-8114 Fax ❑ This contact is a third party (not the entity). Warning: This contact receives personally identifiable information of the entity. 5. Customer Support Manager (CSM). This person is designated as the Customer Support Manager (CSM) for support -related activities. Name of entity* County of Riverside Contact name': First Luis Last Flores Contact email address* LFFlores@rivco.org Street address* 3450 14th Street, 4th Floor City' Riverside StatelProvince" California Postal code" 92501-3861 Country' USA Phone' 951-955-8114 Fax 6. Pritnary contact information. An individual from inside the organization must serve as the primary contact. This contact receives online administrator permissions and may grant online access to others. This contact also receives all notices unless Microsoft is provided written notice of a change. Name of entity* County of Riverside SupGnn!acllnfuFurrn(NA.ItJU)f�N[3)(0ci2o13) Page 2 of 3 Contact name": First Jim Last Smith Contact email address" jimsmith@rivco,org Street address' 345014th Street, 4th Floor City' Riverside StatelProvince' CA Postal code' 9250/3861 Country" US Phone' 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 as primunry contact Name of entity` Contact name: First Last Contact email address" Street address" City" State/Province' Postal code" Country' Phone" Fax This contact is a third party (not the entity). Warning; This contact receives personally identifiable information of the entity, SUPCa11ad11,(OFarm(NA,INI)ii6NG110Cl2(,)131 Page 3 of 3 Microsoft Document Headersheet * This is for informational purposes only * I (MSL-0000004275258 MSLI 5 Tracking Number) Doc Type: Amendments Do not modify the formatting or spacing of this Form above this text Subsidiarv: Country: United States Account Manager Name/ Alias: LAR/LAD/ESA: Insight Direct USA, Inc. ProgramNersion EA 6 2016 (Scanning Code) ACCOUNT: County of Riverside Outsourcer Name: Business Agreement Number: Master Agreement Number: 8084445 Agreement Number: Purchase Order Number: Comments: 8/23/2019 9:42:40 PM 0 Mic.rosoft Amendment to Contract Documents Aytecuront Numbr:r Q Volume Licensing 004-kaylead-S-04 This amendment ("Amendment') is entered into between the parties identified on the attached program signature form. It amends the Enrollment or Agreement identified above. All terms used but not defined in this Amendment will have the same meanings provided in that Enrollment or Agreement. Enterprise Agreement Custom Terms CTM 1. Section fia, "Tcrin", is hereby amended and restated as follows: a. Term. The tern of this Agreement will remain in effect unless terminated by either party as described below. Each Enrollrnerit will have the term provided in ihat Enrollment. 2. The pricing that Microsoft will offer Enrolled Affiliate';: Reseller for "Enrollments effecfive between November 1, 201 J through October 31, 2021, and that will apply for the entire initial term of such Enrollments, is as follows: Product Price w Examples Include but are not limited to Level the following": Enterprise Online Services`+ Level 0 M365 E3 and E5, Enterprise Mobility + (including full USLs. 1=rom SA inulus 2% Security E3 and E5, Office 365 Enterprise USLs, Add-ons and Step Ups) Level D E1 or E3, Windows 10 Enterprise E3 or E5 Office 365 Pro Plus, Windows 10 Enterprise Products Enterprise, Gore CAL Suite, Enterprise CAL Suite Additional Products Level 0 h1365 F1, N1365 E5 Compliance, M365 E5 Security, Office 365 Enterprise F1, Project Online, Visio Online Plan 1 or Plan 2, Oynamics 365, .Azure, SQL Server, Windows Server, etc. Server and Tools Product Level D SharePoint Server, SOL Server, BizTalk (applies to Server and Cloud Server, Visual Studio, Core Infrastructure Enrollments only) Suites, etc. I he ex.u11101e8'I 11CIUde ❑: 1111114 w—i'— Ih.f —0 uvailahla in urft•ur Is- rrtrnmarr-isl nr nrmer —t rlrvrd rffari— "quali, jinil Frijerprisr. Online? Setvires arP rderttiiied in Ihe; ProduG. Terns Will IhF r..ell value of '170' in the cables for 'Piawarn .Avwlubihiy'. The sc ypu of Enlvrprise O.--,line Services is subje ;t to che:-ge as Ealetpr.-se Online Service= are added. updated/rw-sed or;e=Ved from the Cnterprise prcgrarn cffering Exclusions apply to the additional 2!o discotmt nn Entorprisc Online Servires as follows: AmendiocidApp y4 p Cltvl•CPT-OPT-F:r I( ED 1'21rie I of 2 • 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 rlate of the Enrollment. • The discount does not apply to any extensions of the initial Tenn or renewal Enrollments. • The discount does not apply to any promotional SKUs. Enrolk-d Affiliate is entitled 10 the lower of the promotional price or discounted price. The price level that applies to Eniollrnents effective on or after November 1, 2021 is Level D for all Products. _ The Reseller and file Enrolled Affiliate will determine file Enrolled Affiliate's actual price and ' payrncnt, terms. Except for changes made by this Amendment, the Enrollment or Agreement identified above remains unchanged and in full force and effect. If there is any conflict between any provision in this Amendment and any provision in life Enrollment or Agreement identified above, this Amendment shall control. This Amendment must he attached to a signature form to be valid. icrosoft Amprdme lArm vA 0 CTTJ-CPT-OPT-FWK OD Page ? of 2 1 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: 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 222019 �3,L4 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 indemnification herein by CONTRACTOR, CONTRACTOR shall, at their sole cost, have the right to use counsel of their own choice and shall have the right to adjust, settle, or compromise any such action or claim without the prior consent of COUNTY; provided, however, that any such adjustment, settlement or compromise in no manner whatsoever limits or circumscribes CONTRACTOR indemnification to Indemnitees as set forth herein. 5.3 CONTRACTOR'S obligation hereunder shall be satisfied when CONTRACTOR has provided to COUNTY the appropriate form of dismissal relieving COUNTY from any liability for the action or claim involved. 6. Contractor Responsibilities: CONTRACTOR will offer the following services to each Enrolled Affiliate at no additional charge. It is the responsibility of the Enrolled Affiliate to determine which products and/or services, if any, meet their needs and communicate that to the CONTRACTOR. 6.1 Provide reports showing year to date annual spend according to Enrolled Affiliate's specifications. Frequency will be determined by each Enrolled Affiliate (monthly, quarterly, etc.). 6.2 Provide a short synopsis of why an amendment is needed and the ramification of each amendment to an enrollment at the time of such amendment. 6.3 Provide an updated price list on an annual basis or when requested by Enrolled Affiliate. 7. CONTRACTOR's Microsoft Enterprise Agreement license subscription price attached hereto as Exhibit A and service rates attached hereto as Exhibit B. 8. CONTRACTOR's Microsoft Enterprise Agreement Participation Form attached hereto as Exhibit C and incorporated herein by reference. 9. Usage Reporting: CONTRACTOR will provide to COUNTY the Licensed Support Provider (LSP) Reporting of Active Enrollments to Master Microsoft Enterprise Agreement No. 8084445, Select Plus Agreement No. 7756479, Microsoft Premier, Unified, and MCS Support services, showing a list of enrollments by February 15th of each year. Forms shall be submitted electronically to 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 Page 2 of 11 11 12 Licensing Solution Provider Agreement Number PSA-0001524 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 "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 terms of this Agreement or fails to make progress that may endanger performance and does not immediately cure such failure. In the event of such termination, the COUNTY may proceed with the work in any manner deemed proper by COUNTY. 12.3 CONTRACTOR's rights under this Agreement shall terminate (except for fees accrued prior to the date of termination) upon dishonesty or a willful or material breach of this Agreement by CONTRACTOR; or in the event of CONTRACTOR's unwillingness or inability for any reason whatsoever to perform the terms of this Agreement. 13. Conduct of Contractor: 13.1 The CONTRACTOR covenants that it presently has no interest, including, but not limited to, other projects or contracts, and shall not acquire any such interest, direct or indirect, which would 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 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 Page 4 of 11 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. S1210 et seq.) and all other applicable laws or regulations. 15. Entire Agreement: This Agreement, including any attachments or exhibits, constitutes the entire agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous representations, proposals, discussions and communications, whether oral or in writing. This Agreement may be changed or modified only by a written amendment signed by authorized representatives of both parties. IN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute this Agreement. COUNTY OF RIVERSIDE, a political subdivision of the State of California By: Kevin Jeffries, Chairman Board of Supervisors OCT 2 2 2019 Dated: ATTEST: Kecia Harper Clerk of the Board T Deputy APPROVED AS TO FORM: Gregory P. Priamos County Co nsel By: Su anna Oh, Deputy County Counsel Dell Marketing L.P., a Texas corporation By: Alisson Harrin ton Senior Commercial Counsel Dated: oa'- `Zal Page 5 of 11 OCT 2 2 2019 ?j 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, I Add-ons and Step Ups) M365 E3 and E5, Enterprise Mobility + Level D Security E3 and E5, Office 365 Enterprise E1 or E3, Windows 10 Minus 2% -0.56 Enterprise E3 or E5. 2 Enterprise Products Office 365 Pro Plus, Windows 10 Enterprise, Core CAL Suite, Enterprise CAL Suite. Level D -0.43 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, 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 -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 8 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 & Management Yes $425 11 Datacenter Migration Yes $425 12 Modern Business Intelligence Yes $425 Biz Apps 1 Customer Service 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 High 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 O s Yes $425 8 Business Continuity & Disaster Recovery Yes $425 9 Windows Server on Azure Yes $425 10 Security & Management Yes $425 11 Datacenter Migration Yes $425 Page 7 of 11 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 & Co,m liance 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 Licensing Solution Provider Agreement Number PSA-0001524 Exhibit C Microsoft LSP Participation Form * t K. sw~ 19, 2 t9 Page 9 of 11 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-xxlxx Microsoft Agreement Numbers 01E69633, 01E73134, AND NEW Master Enrollment Enrollmen t Number: Enrollment Entity: Start Date: End Date: Annual Spend Enrollment Contact: Enrollment Contact Email: Enrollment Contact Tel: 8084445 87654321 Riverside County Information Technology 1/01/1 2 12/3111 6 5645,000.00 John Doe John.Doe@riverside.org 951-555-1212 Page 10 of 11 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 Microsoft Document Headersheet * This is for informational purposes only' (MSLI 5-0�Jt 0004275258 MSi_I Tracking Number) Doc Type: Signature Form ©o not mortify the formatting or spacing of this Form above this text Subsidiary: Account Manager Name / Alias: Country: United States II LAR/LADIESA: Insight Direct USA, Inc. C 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: 8/2312019 9:42:66 PM NIRAttABSA rt imho• /ry F+;rrer41 rdxr,her 1 c-di-IfTle I®icensing E004-kayleed-S-04 Note: Eider the applicable active numbers associated with the dricumants below, Microsofl 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, C,ov€:rnneni Partner, Institution, or other party entering into a volume licensing program agreement. This signature form and all contract documents identifier) in the fatale below are entered into between the Customer and the Microsoft Affiliate signing, as of the effective state identified below. Enter rise A reement X20-10209 Chrx)se A reesment> Document Number or Code <Choose A rcement> Document Number or Code <Choosefe?ement> � Document Number or Code <r,hoose Agreenient?� <Choose Enroilment/Re? istration> Document Number of Code Decurnent Number or Code <Choose En'ralitnentlRe istration> Document Niinibe r or Code} <Choose Enroilment/Re is€ration> Document Number or Code <Choose Enrollment/Re istration> Document Number or Code <Choose Enrollment/Recdistration> _ Ari�endment to Contract Documents Docunnent Number or Code CTM-CPT-OPT-FWK (ne) _,_,_ _ m y t Uy signing below, Customer and the Microsoft Affiliate acrree that both Parties (€) have received, react and understand the above contract docutirents, including any websites or documents incorporated by reference and any amendments and (2) agree to be bound by the terms of all such documonts. s Narne of Entity (m It b , to t e tity name)* County of Riverside Signature* Printed First and Last Name` 1 q.Sr #- Printers Title 5 r- Trit-oca ,-wi-ii! K,4- Cotd TYA( ee cr+k It .s f Signature fate' C? 2 Z :? ca 0 Tax ID ` ir)iiicates Ir?quira_d field i Pic;graar's`,yriFs�;rr�t�lS�+gr;rr,HA,rakRrrjExBRA.MLI,BNr,'�iAruji7 f �f;, PugC r of 2 Microsoft Corporation Si gnature 1119 icoft -600 - msI Printed First and Lost Name Miemoft Corp mtlon Printed Title AUG 2 3 0`19 Signature Date OWL- NhOutiofl A(GIM140 Mrdefst!;-Ifi) Chance rail i ate Agreement Effective DVaa 3lo I OullyAuthorized Microsoft CO n behalf Of of Orlay be, eftemir 0 mr. lAuQtiaft s s %unalufk� q Optional 2n' Customer signature or Otitsourcer signature (if applicable) LCustomerI moll IR 11 1, Name of Entity (must be legal entity name)' Signature* Printed First and Last Name* Printed Title Signature Date' yle;w— I I UtSnurep Name of Entity (must be legal entity narnel, Signature* Printed First and Last Name* Printed Title Signature Date* * intficatios romierpri flold I If CLIStOMel' requires Physical media, additional conlicls, of is reporting multiple previous Enrollments, include the appropriate form(s) with this signature form, After this signature form is signed by the &-,tomer.' send it and the Contract Documents to Customer's 0,43nnel partner car 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 6100 Neil Road, Suite 2,10 Reno, Nevada 89511-1137 USA Pt opt a-nSiqrror(n(M,' Sijn1'NA, i a,AnfjiARAAll VFNGXAitq2o1-1.1 pa"Je 2 0 Z i Nllicrosoft Document Headersheet This is for informational purposes only i MS5-0000004�7 7278 {ans�I Tracking Number) f Doc Type: " Agreement i Do not modify the formatting or spacing of this Form above this text Subsidiary: Account Manager Name t Alias: Country: United States LARILADIESA: Insight Direct USA, Inc. i f Pro ramNersion EA 6 2016 E } (Scanning Code) ACCOUNT: County of Riverside i ©utsourcer Name: Business Agreement Number: Master Agreement Number: 8084445 C Agreement Number: 1 I Purchase Order Number: Comments: 1 1 8/2312019 9:42:31 PM micl�osoift Volt-Ilyle I-icen'-;ing Enterprise Agreement State and Local Not for 11,15e will) Mwtaoil noskieSs Agteeiiwnt or fAv,;A)3wJ P.i is if 10ii% AIA 8*1 9 ViCt-s Ami-witeti I This Microsoft Enterprise Agreement ("Agridement') is entered into between the entities identified on the signature form;. I Effective date. The effective date of this Agieement is the earliest effective date of any Enrollment entered into Linder this Agreement or the date Microsoft accepts this Agreement, whichever is earlier, This Agreement consists of (1) these Agreetinent terms and conditions, including any amendments and the signature form and all attachments identilied'therein, (2) the Product Terms applicable to Products licensed tinder this Agreement, (3) the Online Services Terms,* (4) any Affiliate Enrollment entered into tinder this Agreement, and (5) any order submitted under this Agreement. i Please note: Documents referenced in this Agreement but not attached to the signature form may be found at 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 frorn time to time. Customer should review such documents carefully, both it the time of signing and periodically thereafter, and fully understand all terms and conditions applicable to Products licensed. Terms and Conditions 1. Definitions. "Affiliate" ineans a, with regard to Customer, (1) any government agency, dlpartrnent, office, instrumentality, division, unit or other entity of the State or local governs i ' ent that is supervised by or is part of Customer, or which Supervises Customer or of which Customer is a part, or which is Linder common supervision with Customer,, (ii) any county, borough, comri onwealth, 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 Custornees state jurisdiction and geographic boundaries; and (fit) any other entity in Custon4(s state expressly authorized by the laws of Customer's state to purchase Linder State contracts: provided that a slate and its Affiliates shall not, for purposes of this definition, be considered to be Affiliates of the federal government and its Affiliates', and b. With regard to Microsoft, any telgal 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. I "Customer Data" means all data, including all text, sound, 5oftware, 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. "clay" means a calendar day, except for references that specify "business day", "Enrolled Affiliate' means an entity, either Customer or any one Of CUStOnier's Affiliates that has entered into an Enrollment under this Agreement, L.A20 HINIt (VS)SIA (ri uvZo 10) P'Ve I Unoutorent X21,1-1020 "Enrollment" means the document that an Enrolled Affiliate submits under this Agreement to place orders for PrOdLiCt& "Enterprise" means an Enrolled Affiliate and the Affiliates for which it is responsil)le and chooses on its Enrollment to include in As enterprise. "Fixes* means Product fixes, modifications or enhancements, or their derivatives, that Microsoft either releases generally /such as Product servicepacks) or provides to Customer to address a specific issue. "License" ineans the right to download, install, access anti use a Product. For certain Products, a License may be available an 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, I 'Online Services" means the Microsoft -hosted services identified as Online Services ill the Product Terms. i 'Online Services Terms* means the additional terms that apply to Customer's use of Online Services published on the Volume Licensing Site andupdaled from time to time. "Product" means all products 'identified in the Product Terms, such as all Software, Online Services and other web -based services, including pre-rele'ase or beta versions. 'Product Terms' means the document that provides information about Microsoft Products and Professional Services available through volume licensing. The Product Terms document is published on the Volume Licensing Site and is updated frorn time to time, 'SLA"means Service Level Agreement, vjhicih 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 all offering by Microsoft that provides new version rights and other benefits for Products as further described in the Producti'Terms, "Trade Secret" means information that is not generally knoom at readily ascertainable to the public, has economic value as a iesull, and has been subject to reasonable steps tinder the cir6LlMsta(ICeS to maintain its secrecy. use" or "run" means to copy, install, use, access, display, run or otherwise interact. I "Use Rights'' means the use rights of tents u, service for each Product published on the Volurne Licensing Site and updated from time to time- The Use Rights supersede the terms of any end user license agreement that accompanies a Product, The Use Rights for Software are published by Microsoft in the Product Tennis. The Use Rights for Online Set -vices are published in the Online Services Terms, 'Volun-te Licensing Site' means ontrqct. or a successor site. 2, How the Enterprise program works. I a, General. The Enterprise program consists of the terms and conditions on which an Enrolled Affiliate may acquire Product Licenses. Under the Enterprise program, Customer and its Affiliates may order Licenses for Products by entering into Enrollments. 1). Enrollments. The Enterprise program gives Customer and/or its Affiliates the ability to enter into one or more Enrollments to order Products. Subscription Enrollments may be available for some of these Enrollments, Notwithstanding any other provision of this Agreement, only Enrolled Affiliates identified in an Enrollment will be responsible for, complying with the teims, of that Enrollment, including the terms of this Agreement incorporated by reference in that Enrollment. I c. Licenses. The types of Licenses available are (1) Licenses obtained under Software Assurance (L&SA), and (2) Subscription Licenses, These License types, as welt as additional License Types, are further described in the Product List. 3. Licenses for Products. a. License Grant. Microsoft grants the Enterprise a non-exclusive, worldwide and limited right to download, install and use software Products, and to access and use the Online Services, each in the quantity ordered Linder an Enrollment, The rights granted are subject to the terms of this Agreement, the Use Rights arut the Product Terms. Microsoft reserves all rights not expressly granted in this Agreement, b. Duration of Licenses. Subscription Licenses and most Software Assurance rights are ternporary and expire when the applicable Enrollment is terminated or expires, unless the Enrolled Affiliate exercises a buy-out option, which is available for some Subscription Licenses, Except as otherwise noted in t i lie applicable Enrollment or Ll-,,e 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 titan Online Services)- The Use Rights in effect on the effective date of the applicable Enrollment term will apply to Enterprise's use of the version of each 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 .1 previous agreement or Enrollment are determined by the Agreement or Enrollment under which they were acquired. Renewal of Software Assurance does not change which Use Rights apply to those Licenses. (11) Online Services, For Online 'Services. the Use Rights in effect on the subscription start date will apply for the Subscription term as defined in the Product Terms, cL Downgrade rights. Enrolled Affiliate may use aii earlier version of a Product other thart Online Services than the version that is current on the effective date of the Enrollment, For Licenses acquired in the Current Enrollmerit term, the Use Rights for the current version apply to the use of the earlier version, If the earlier Product version includes features that are riot in the new version, then the Use Rights applicable to the earlier version apply with respect to those features. e. New Version Rights tinder Software Assurance, Enrolled Affiliate must order and maintain continuous Software Assurance coverage ' erage for each License ordered. With Software Assurance coverage, Enterprise automatic6ily has the right to use a new version of a licensed Product as soon as it is released, even if Enrolled Affiliate chooses not to use the new version immediately I (I) Except as otherwise permitted Linder an Enrollment, Use of the new version will be subject to the new version's Use Rights. (ii) If the License for the earlier version of the Product is perpetual at the line the new version is released, the License for the new version will also be perpetual. Perpetual Licenses obtained through Software Assurance replace any perpetual Licenses for the earlier version. f. License confirmation. This Agreement. the applicable Enrollment, Enrolled Affiliate's order confirmation, and any documentation evidencing transfers of perpetual Licenses. together with proof of payment, will be Enrolled Affiliate's evidence of all Licenses obtained Linder an Enrollment, EA2J)I6Agr(US\SLGJCNG1(Na920 16,', P-1-le 3 of I I I.Wkirt4ot X�20- VJZW 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 entity or an operating division, (2) a privatization of an Affiliate or an operating division of Enrolled Affiliate or any of its Affiliates, or (3) a consolidation including a merger with a third party that has an existing agreement or Enrollment,. Microsoft will work with Enrolled Affiliate in good faith to deteimine how to accommodate its changed circumstances in the context of this Agreement, I 4. Making copies of Products and re -imaging rights. n. General. Enrolled Affiliate may make as many copies of Products, as it needs to distribute them %rithin the Enterprise. Copies rnuet be true and complete (including copyright and trademark notices) from master copies obtained from a Microsoft approved fulfillment source. Enrolled Affiliate may use a thir6 party to make these copies, but Enrolled Affiliate agrees it twill be responsible for any third part*y's actions. Enrolled Affiliate agrees to make reasonable efforts to notify its employees, agents, and any other individuals who use the Products that the Products are licensed from Microsoft and Subject to the terms of this Agreement. b. Copies for trainingtevaluation and hack -rap. For all products other than Online Services. Enrolled Affiliate may; (1) use up 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 Lip to 10 complimentary copies of any Products for a 60-day evaluation period, and (3) use one cornpfi entary copy cif any ficensed Product for back-up or archival purposes for each of its distinct geographic locations. Trials for online Services may be available if specified in the Use Rights. c. Right to re -image, in certain cases, ie-imaging is permitted using the Product media, if the Microsoft Product is licensed (1) from -an original equipment manufacturer (OEM), (2) as a full packaged Product through a retail source, or (3) under another Microsoft program, then media provided under this AgreementYnay generally be used to create images for use in place of copies provided through that separate source, This right is conditional Capon the following: (i) Separate Licenses must be acquired from the separate source for each Product that is re- irnaged, (fi) The Product, language, version, and components of the copies made must be identical to the Product, larxfuage, version, and all components of the copies they replace and the number of copies or instances of the re -imaged Product permitted remains the some, (Iii) Except for copies of an operating systems and copies of Products licensed under another Microsoft program, the Product type (e.g.. Upgrade or full License) re -imaged must he identical to the Product type licensed from the separate source. (iv) Enrolled Affiliate must adhere to any Product -specific processes or requirements for re imaging identified in the Product 'Terms, Re -imaged Products remain subject to tire terms and use rights of the License acquired from the separate source. This subsection does not create or extend any Microsoft warranty or support obligation. S. Transferring and reassigning Licenses. a. License transfers. License transfers are not permitted, except that Customer or an Enrolled Affiliate may transfer only fully-p6id perpetual Ucenses to: (i) an Affiliate, or (ii) a third party solely in connection wills the transfer of hardware or employees to whoni the Licenses have t>een assigned as part of (A) a privatization of an Affiliate or agency or of an i ��iF�'�gart�utit rtt;(I��a2CriGb i Page 4 or I Docernertt X26-1{J2(YJ operating division of Enrolled Affiliate or an Affiliate, (8) a reorganization, or (C) a consolidation, I Upon such transfer, Custorner'bir Enrolled Affiliate must uninstall and discontinue using the i license,d Product and render any copies unusable. b. Notification of License Transfer. Enrolled Affiliate mirst, notify Microsoft of a License transfer by completing a license' transfer form, which can be obtained from and sending the completed form to Microsoft before the License transfer. No License transfer will be valid unless Enrolled Affiliate provides to the transferee, and the transferee accepts in writing, documents Sufficient to enable the transferee to ascertain it* sco6e, purpose and limitations of the rights granted by Microsoft under the licenses being transferred (includingthe applicable Use, Rights, use and transfer restrictions, warranties and limitations of liability), Any License transfer not made in compliance with this section will be void, I c. Internal Assignment of Licenses and Software Assurance. Licenses and Software Assurance must be assigned to a single user or device within the Enterprise. Licenses and Software Assurance may be reassigned within the Enterprise as described in the Use Rights, 6. Term and termination. a. Terra. The term of this Agreeni6nt will be 36 full calendar months from the effective (late 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 event of termination, new Enrollments will not he accepted, but any existing Enrollment will continue for the term of such Enrollment and will continue to be governed by this Agreement, c. Mid-term termination for non -'appropriation of Funds. Enrolled Affiliate may terminate this Agreement or an Enrollment without liability, penalty or turthe ' r obligation to rnake payments if funds to make payments under the Agreement or Enrollment are not appropriated or allocated by the Enrolled Affiliate for such purpose d. Termination for cause. Without limiting any other remedies it may have, either party may terminate an Enrollment if the other party materially breaches its obligations kinder tills Agreement, including any obligation to submit orders or pay invoices, Except where the breach is by its nature not curable within 30 days, the terminating party must give the other party 30 days' notice of its intent to terminate and an opportunity to cure the breach. if Microsoft gives such notice to ' an Enrolled Affiliate, Microsoft also will give 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 Linder it. If an Enrolled Affiliate ceases to be Customer's Affiliate, it must promptly notify Microsoft, and Microsoft may terminate the former Affiliate's Enrollment If all 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 Enrolfed Affiliate terminates its Enrolment as a result of a breach by Microsoft, or (2) it Microsoft terminates an Enrollment because the Enrolled Affiliate has ceased tribean Affiliate of Customer, or (3) Enrolled Affiliate terminates an Enrollment for 11011- 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 lollowiryj options: i It may immediately pay the total remaining amount due, including all installments, in which case, the Enrolled Affiliate will have perpetual rights forall Licenses, it has ordered; or P;4(lp 5 of it nflculneill X2111-1020s) (it) It rnay pay only amounts due as of the termination date. in which case the Enrolled Affiliate will have perpetual Licenses for-, 1) all copies of Products (including the latest version of Products ordered kinder SA coverage in the current tertn) for which payment has been made in full, and 2) the number of copies of Products it har, ordered (including the latest version of Products ordered tinder 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. (iii) In the case of early termination under subscription Enrollments, Enrolled Affiliate will have the following options: I 1) For eligible Products, Eriroiled Affiliate may obtain perpetual Licenses as described in the Section of the Enrollment tilled "Guy -out option," provided that Microsoft receives the IRTY-ClUt order for those Licenses within 60 days after Enrolled Affiliate provides notice of terniiination. 2) In the event of a breal;h fly Microsoft, if Custconer chooses no, to exercise a buy-out option; Microsoft will issue Enrolled Affilaite a credit for any amount paid in advance for Subscription Licenses that the Enterprise will not be able to use to do the termination of the Enrollment. I Nothing in this section shall affect perpetual License rights acquired either in a separate agireerrient or in a prior teon of the ternihiated Enrollment. f. Effect of termination or expiration. When an Enrollment expires of is terminated, (i) Enrolled Affiliate must order, Licenses for all copies Of Products it has run for which it has not previously submitted an order, Any and all unpaid payments for any order of any kind rernain due and payable, Except as provided in the subsection titled "Early le(mination," all unpaid payments for Licenses immediately become due and payable. (it) Enrolled Affiliate's right to Software Assurance benefits tinder this Agreement ends if it doe,) not renew Software Assurance. y. Modification or termination of an Online Service for regulatory reasons. Microsoft may modify of terminate an Online Service where there is any current Or figure government requirement or obligation that: !,(l) subjects Microsoft to any regulation or requirement not generally applicable to businesses operating in the jurisdiction: (2) presents :a hardship for Microsoft to continue ntinue operating the Online Service without modification, andlor (3) Causes Microsoft to believe these terms or the Online Service may conflict with any such requirement or obligation. I h- Program updates. Microsoft may make changes to this program that will make A necessary for Customer and its Enrolled A * ffiliaies to enter 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 the terms of the applicable supplemental agreenient, b. Fixes. Each Fix is licensed Linder the same terms as the Product to which it applies. If a Fix is riot provided for a specific Product, any use rights Microsoft provides with the Fix will apply. c. Non -Microsoft software and technology. Enrolled Affiliate is solely responsible for any non - Microsoft software or technology that it installs or uses with the Products or Fixes, rage c, (if i i Dorttrieni X20-10209 d, Restrictions, Enrolled Affiliate Must riot (and is riot licensed to) (1) reverse engineer, decompile, or disassemble any' 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 firnilatioins in a Product or Fix or restrictions in Product documentation. Customer must not (and is not licensed to) () separate and run patis of a Product or Fix on more than one device, upgrade or downgrade parts of a Product or Fix at different times, or transfer parts of a Product or Fix separately: or (ii) distribute, sublicense, rent, lease, lend any Products or Fixes, in whole or in' part, or use them to offer hosting services to a third party.' e. Reservation of rights. Produr, is and Fixes are protected by copyright and other intellectual property rights laws and international treaties. Microsoft reserves all rights not expressly granted in this agreement. No fights will be granted or implied by waiver or estoppel. Rights to access Or use Software on a device do not glue Customer any right to implement Microsoft patents or other Miciosolt intellectual property in the device itself or in any other software or devices, 8. Confidentiality. 'Confidential Information* is non-public information that is designated *confidential" or that a reasonable person should understand is confidential, including Customer Data, Confidential Information does not include information that (a) becomes publicly available without a breach of this agreement, (b) the receiving party received lawfully from another source without a confidentiality obligation, (c) is independently developed. or (d) is a comment or suggestion volunteered about the other party's business, products or services. Each party will take reasonable steps to protect the other's Confidential Information and will use the other part,/s Confidential Information only for purposes of the parties' business relationship. Neither party will disclose that Confidential Information to third patties, except to its employees, Affiliates, contractors, advisors and consultants fRepresentiitives") and then only on 8 need-to-knr.rw basis Linder nondisclosure obligations at least as protective 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 imauthorized use or disclosure, must promptly notify the other party. A party may disclose the other's Confidential Information if required by law; but only after, it notifies the other party (if legally permissible) to enable the other party to seek a protective order, Neither party is reCiLlired to restrict work assibritrients of its Representatives who have had access to Confidential Information Each party agrees that the use of Information retained in Representatives' unaided memories in the development or deployment of the parties' 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 Itie other accordingly. These obligations apply (i) for Customer D6ta until it is deleted frorn the Online Services, and (ii) for all other Confidential Information, for a period of five years after a party receives the Confidential Information, I 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 rriattor 'of this Agreement, Enrolled Affiliate will obtain all required consents from third parties Linder applicable privacy and data protection law before providing personal information to Microsoft b, Personal information Collected Linder this agreement (i) may fie transferred, stored and processed in the United States or any other country in which Microsoft or its service providers maintain facilities and (ii) will be subject to the privacy terms specified in the Use Rights. Microsoft will abide by the requirements of European Economic Area and Swiss data protection P r lg� 7 of Il Dktisocid X20-10209 law regarding the collection, use, tFanster, retention, and other processing of personal data from the European Economic rhea and Switzerland, i U.S. export, Products and Fixe's are subject to U.S. export jurisdiction. Enrolled Affiliate must comply with all applicable international and national IaVA, including the U.S. Export Administration Regulations and' International Traffic in Arms Regulations. and end -user, end use and destination restrictions issued by U,S. and other governments related to Microsoft products, services and technologies, 10. Warranties. a, Limited warranties and remedies. (i) Software. Microsoft warrants that each version of the Software will perform sUbstantialty as described in the applicable Product documentation for one year from the date the Enterprise is first licensed for that version. If it (toes not and the Enterprise notifies Microsoft within the warranty term, then Microsoft will, at its option (1) return file price Enrolled Affiliate paid for the Software license, or (2) repair or replace the Software, ill) Online Services, Microsoft warrants that each Online Service will perform in accordance with the applicable SLA during the Enterprise's use, The Enterprise's remedies for breach of this warranty are in the SLA, The remedies above are the Enterprise's sole remedies for breach of the warranties in this section. Customer waives any breach of warranty claims not made during the warranty period. lb. Exclusions. The warranties in this agreement do not apply to problerns caused by accident, abuse, or use in a manner inconsistent with this Agreement, including failure to meet minimum system requirements, These 'warranties (to not apply to free, trial, pre-release, or beta products, or to components of Products that Enrolled Affiliate is permitted to redistribute. c. Disclaimer. Except for the 11irnited warranties above, Microsoft provides no other warranties or conditions acid disclaims any other express, implied, or statutory warranties, including warrant i ' es of quality, title, non -infringement, merchantability, and fitness for a particular purpose. 11. Defense of third party claims. The parties will defend each other against the third -party claims described it) this section and will pay the amount of any resulting adverse final jucignient or approved settlement, tart only if the defending party is promptly notified in writing of the claim and 11'as the right to control the defense and any settlement of it. The party being defended must provide the defending party 1.vith all requested assistance, information, and authority. The defending party will reimburse the other party for reasonable out-of-pocket expenses it incurs in providing assistance, This section describes the parties' sole remedies and entire liability for such claims. I a. By Microsoft. Microsoft will 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) misappropriates a trade secret or directly infringes a patent, copyright, trademark or other proprietary right of a third party. If Microsoft is unable to resolve a claim of infringement Linder commercially reasonable terms, it imay. 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 peri od after the terrn !nation date, Microsoft will not be liable for any claims or damages due to Enrolled Affiliate's continued use of a Product or Fix after being notified to stop due to a third -party claim 1). By Enrolled Affiliate. To the extent permitted by applicable law, Enrolled Affiliate vill defend Microsoft against any third -party clarin to the extent it alleges that: (1) any Customer Data or CFA20 i Flage a of I I Clacurricil X20-10201.) 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, of other proprietary right of a third party; or (2) Enrolled Affiliate's use of any Product or Fix, alone or in combination with anything else, Violates the la-.-i or darnages a third party. 12. Limitation of liability. For each Product, each parlys maximum, aggregate liability to the other Under this Agreement is limited to direct damages finally awarded in an armunt not to exceed the amounts Enrolled Affiliate was required to pay for the applicable Products dUling the I teirm of lhis Agreement, subject to the following, a. Online Services, For Online S6rvices, Microsoft's MaXil-nUM liability to Enrolled Affiliate for any incident giving ri-,c- to a claim will not exceed the amount Enrolled Affiliate paid for the Online Service during the 12 months before the incident. b. Free Products and Distributatile Code, For Products provided free of charge and code that Enrolled Affiliate is authorized to redistribute to third patties without separate payment to Microsoft, Microsoft's liability is limited to direct damages finally awarded Lip to US55,000. c. Exclusions. In no event will either party be liable for indirect, incidental, special, punitive, or consequential damages, or for loss of use, loss of business Information, loss of revenue, or interruption of business, howe 'r caused or on any theory of liability, however d. Exceptions. No firnit,)tion or exclusions will apply to liability arising out of either partys (1) confidentiality obligations (except for all liability related to Customer Data, which will remain subject to the limitations and exclusions -above), (2) defense obligations, or (3) violation of the other party's intellectual property rights, 13. Verifying compliance. a. Right to verify compliance. Enrolled Affiliate must keep records relating to all use and distribution of Products by Enrolled Affiliate and its Affiliates, Microsoft has the right, at its expense, to the extent permitted by applicable law, to verify compliance with the Product's license terms, Enrolled Affiliate rnust promptly provide the independent auditor with any information the auditor reasonably requests in furtherance of the verification, including 3CCeSS to systems running the Products,and evidence of Licenses for Products Enrolled Affiliate hosts, suhlicenses, or distributes to third parties, Enrolled Affiliate agrees to complete Microsoft's self -audit process, which Microsoft may require as an alternative to a third party audit, I b. Rernedies for non-compliance. If verification or self -audit reveals any Unlicensed use of distribution, then within 30 days', fl) Enrolled Affiliate must order sufficient Licenses to cover that use or distribution, and (2) if tin icensed use or distribution is 5% or more. Enrolled Affiliate must reimburse Microsoft for the cost Microsoft has incurred In verification and acquire the necessary additional licenser. at 125% of the price based on the then -current price list and Enrolled Affiliate price level. Thi unlicensed use percentage is based on the total number of licenses purchased compared to actual install base, If there is no t4rilicensed use, Microsoft will I not subject Enrolled Affiliate to,another verification for at least one year. By exercising the rights and procedures described above, Microsoft does not waive its rights to enforce this Agreement of to protect its intellectual property by any other nlearts permitted by law. I c. Verification process. Microsoft will notify Enrolled Affiliate at least 30 days in advance of its intent to verify Enrolled Affiliate's compliance with the license terms for the Products Enrolled Affiliate and its Affiliates use or distribute. f4licrosoft will engage an independent auditor, which will be subject to a confidentiality obligation. Any information collected in the Self-aUdil will be used solely for purposes of detrermining compliance. This verification will take place during normal business licKirs and in a manner that does not interfere unreasonably with Enrolled Affiliates operations, EAN%At.41 (U';)SLX,(i:NG)(1,k)v20Jti) pagm (I of I I 0co anent x"- I r)?,(Iq 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 I b. Microsoft as independent contractor. The parties are independent contractors. Enrolled Affiliate and Microsoft each 1114y develop products independently without using the other*$ Confidential Information, C. Notices. Notices to Microsoft must he sent to the address on the signatirrei form. Notices must be in writing and will be treated as delivered on the date shown on the return receipt of 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, Eniails will be treated as delivered on the transmission date. d. Agreement not exclusive. Customer is free to enter into agreements to license. use or promote non -Microsoft products. 0. Amendments, Any amendmen : t to this Agreement must be executed by both parties, except that Microsoft may change thd Product Terms and (lie Use Rights from time to time in accordance with the terms of this Agreement. Arty conflicting terms and conditions contained in an Enrolled Affiliate's purchase' order will not apply. Microsoft may require Customer to sign a new agreement or an amendni I ent before an Enrolled Affiliate enters into an Enrollment unek-f this agreement. I f, Assignment. Either party may assign this Agreement to an Affiliate, but must notify the other party in writing -of the asSignmeilt, Any other proposed assignment must be approved by file non -assigning party in writing, Assignment will not relieve the assigning party of its obligations tinder the assigned agreement Any attempted assignment without required approval Will be void. I 9. Applicahte law; dispute resoitttitiorl. The terms of tills Agreement will be governed by the laws of Customer's stale, without giving effect to its conflict of laws. Disputes relating to this Agreement will be subject to applicable dispute resolution taws of Customer's state. I h. Severability, It any provision In,this agreement is held to be unenforceable, the balance of the agreement will remain in full force and effect. I i, Waiver. Failure to enforce any' provision of tills agreement will not constitute a waiver. Any waiver must be in writing and signed by the waiving party. j. No thirst -party beneficiaries, ;This Agreement does not create any third -party beneficiary fights, k. Survival. All provisions survive termination or expiration of this Agreement except those requiring performance only during the teirri of the Agreement, I. Management and Reporting. Customer and/or Enrolled Affiliate may manage account details (e.g., contact's, orders, Licenses, software downloads) on Microsoft's Volume Licensing Service Center ('VLSC*,) web site (or successor site) at: Upon the effective date of this Agreement and any Enrollments, the contact(s) identifiefor` this purpose will be provided access to this site and may authorize additional users and contacts- m. Order of precedence. In the case of a conflict between any documents in this Agreement that is not expressly resolved in those documents, their terms will control in If ie following order from highest to lowest priority 0) this Enterprise Agreement, (2) any Enrollment, (3) the Product Terms, (4) the Online Services Terms, (5) orders submitted tinder this Agreement, and (6) any other documents in this Agreement, Te-irris in an airrendirietit control over the amended document and any prior amendments concerning the same subject matter. EA'20 I 6A#.p(U'S)SLGiENG1r(N(?o20 16) r r.,Nje In of I I Document X20 102co n. Free Products. It is Microsoft's intent that the terms of this Agreement and the Use Rights be in compliance with all applicable federal law and regulations. Any free Product provided to Enrolled Affiliate is for the sole L',se 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 with disabilities as required by Section 508 of the Rehabilitation Act of 1973, and its state law counterparts. The Voluntary Product Acces%,ibility Templates CVPAT,,i") km 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 httP. -1�lw-Nvi.rriict-osoli-coiil!_ei)able. , p. Natural disaster. In the event of a "natural disaster," Microsoft may provide additional assistance or rights by posting them on J)ttp,�11A�,V I rnicirOSO(LOOM at Such time. q. Copyright violation. Except as set forth in the section above entitled `Transferring and reassigning Licenses', the Enrolled Affiliate agrees to pay for, and comply with the terms of this Agreement and the Use Rights,'for the Products it uses. Except to the extent Enrolled Affiliate is licensed Under this Agreer4nl. if 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. PaQC I I oft I 1.4w(111*111 , X2;)-j02Dq C, a Supplemental Contact Information Form This form can be used In combinatio�;n with MBSA, Agreement, and EnrolinnerittRegistration. However, a separate form must be submitted for each enrollment/registration, when more than one is submitted on a signature torm. For the purposes of this form, 'entity" can mean the signing entity, Customer, Enrolled Affiliate, Goverment Partner, Institution, or other party entering into a volume licensing program agreerrient. Primary and Notices contacts in this form will not apply to enrollments or registrations. This form applies to: 0 MBSA Agreement 0 Enrollment/Affiliate Registration Form Insert primary entity name if more than one Enrollment/Registration Form is submitted Contact information. Each party will notify the other in writing if any of the infoirnalior, in the following contact information pages) changes. The asterisks (1) indic6te required fields: it the entity chooses to designate other contact types, the same required field% must be completed for each section. By providing contact information, entity consents to its use for purposes of administering the Enrollment by Microsoft and other parties that help ,Microsoft administer this Enrollment. The personal information provided In connection with this agreement will be used and protected according to the privacy statement available at httr)v,,:,-70ci,-nsincj mrcrosolt.ceom- 1, Additional notices contact. This contact receives all notices that are sent from Microsoft, No online access is granted to this individual, Name of entity' County of Riverside Contact name': First Regina Last Funderburk Contact ernail address* RFunderburk1a_rivco,org Street address* 3450 14th Street, 41h Floor' City* Riverside StatelProvince* California Postal code* 92501-386-1 Country,' USA Phone' 951-955-2265 Fax I [—j This contact is a third party (not the entity), Warning, 'rhis contact receives personally identifiable information of the entity, f 1 2. Software Assurance manilger. This contact will receive online permissions to manoge the Software Asstirance benefits under the Enrollment or Registration. Name of entity' County of Riverside Contact name: First Regina Last Funderbork Contact email address* RFLinderbLirk@tivco.org Street address,* 3450 14th Street, 4th Floor, City" Riverside State/Province' California: Postal code' 92501-3861 Country" USA Phone* 951-955-2265 Fax 0 This contact is a third party (not the entity). Warning-, This contact receives personally identifiable information of the entity. 3. Subscriptions manager. This contact will assign IVISDN, Expression, and TechNet Pitts subscription licenses to the individual subscribers Linder this Enrollment or Registration. Assignment of the subscription licenses is necessary for access to any of the online benefits, such as subscription downfoods. This contact will also manage any complimentary or additional rnedia purchases related to these subscriptions. Naive of entity* County of Riverside contact name*: First Regina Last Funderburk Contact email address' RFunderbuik Gcrivco.orq Street address* 3450 14th Street, 4th Floor City* Riverside State/Provi"ce' California Postal code' 92501-3861 Country* USA Phone* 951-955-2265 Fax C] 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 permissionti to manage the online services ordered under the Enrollment or Registration. Plante of entity* County of Riverside Contact name': First Luis Last Flores Contact email address* LFFlores@rivco,orq Street address* 3450 14th Street, 4th Floor City' Riverside StatetProvince, California Postal code' 92501-3861 Country* USA Phone* 951-955-8114 Fax [:1 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 Riverside Contact name': First Luis Last Flores Contact email address* LFFlores@rivco,org Street address* 3450 14th 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 front inside the organization must serve as the primary contact. This contact receives online administrator permissions and may grant online access to others. This contact also receives all notices unless Microsoft is provided written notice of a change. Name of entity* County of Riverside Slji)CdfAadhiful= txjn(NA,I,'JU)(I--'t4C,)(OCt2Ol3) Page z of 3 Contact name*: First Jim Last Smith Contact emall address' jirnsmith@rivro.org Street address* 3450 14th Street, 4th Floor City* Riverside State/ P rovi nce* CA Postal code* 9250,1-3861 Country" US Phone* 951-231-5909 Fax 7. Notices contact and online administrator information. This iridividuni receives online zidministrator permissions and may grant online access; to otIvis. This contact also receives all notices, El Same as primary contact Name of entity* Contact name*: First Last Contact email address, Street address' City* StateMrovince* Postal code* Country, Phone" Fax C3 This contact is a third party (not the entity), Warning, This contact receives peersonally identifiable information of the entity. 31 Page 3 r,( 3 Microsoft Document Headersheet This is for informational purposes only * (MSLI 5-0000004275258 Tracking Number) Doc Type: Amendments Do not modify the formatting or spacing of this Form above this text i Subsidiary: Account Manager Name l Alias: Country: United States i LARILADIESA: Insight Direct USA, Inc, x I 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: 8/23/2019 9:42:40 PM Volume Licensing Amendment to Contract Documents I Lo This aawndinont ('Amendinent") is entered into between the parties identified on the attached program signature forth. It arnends the Enrollment or Agreement identified above. All lerms, used thit not defined in this Amen(Iment will have the same ineanincls provided in that Enrollment or Agreement. Enterprise Agreement Custom Terms CTM 1, Section6a, "Tooll", is hereby amended and restated as follows: a. Term. fine term of this Agreement will refrain in effect unless terminated by either party as tie sctibed lielmv, Each Enr6lltnetil will have the t mi provirled in lh,,it Enmilment. 2. The pricing that IlAicrosoft will offer Enrolled Affiliate's Resellet for Enrollments effeclive between November'l, 2019 through October 31, 2021, and that will apply for the entire initial term of sulch Emollments, is as follow%: I -iTr-o alTc f Examples Include but are rtot limiio-a-t—o Level the following*: Enterprise Online Services" Level D M365 C-3 and V5, Enterprise Mobility (including Full USI-s. From $A 1ninus. 2% Security E3 arid E5, Office 365 Enterprise USLs, Add-ons and Step Ups) Te,4p' , FD El or E3, Windows 10 Enterprise E3 or ES Office 365 Pro Plus, VIAndows 10 Enterprise Products Ctiterprise, Core CAL :suite, Enterprise CAL Suite Additional Products Level 0 M365 Fl, M365 E15 Compliance, M365 E5 Security, Offico 365 Enterprise F1, Project Online. ViSiO OI)IIAe Plan 1 or Plan 2, Dynamics 355, Azure, SOL Server, Windows Server. etc, Server and Tools Product Level D SharePoint Server, - SOL Server, BizTalk (applies to Server and Cloud Savor, Vistial Studio, Core Infrastructure EnroPments only) Suiles, etc. he e�ifftl(Aey itlelutJ14,t at .41-w HW rmfjqtc zial ni mWAnir'n-fit acrid —Otialilvinq Fnte.iplsp, Onhnf� So-.lvireF nrr= �14i$Pd ill the Prcickir,7 liruns Wth IN-, c�e# vi7tti of *FO' in the !.-,Wes fm 'Ptowwri AvwlutAhWThe �4coixto! Enlerpise 0-11itle Services is subje:a to cha-rge as enlwpf4se 0-0je SWvlce-: afe added. kiadzitedifftsed Cr ctr&4ed kom the clitefix'se PIC9(ain CI(Lying Exrktsioijs ippiy to the additionni 2% discotint ni I Fntcrprise Online Services as follows: .Asiwn0ilCi"A(x,j Y4 0 Cl1A-CPT-0PT-F11,A( 80 Palle I of • The price fist month that applies to an order is not a factor in determining whether the additional 2% discouril on Enterprise Online Services may be applied to an order. The only applicable farlor is the effective date of the Enrollinent, • The cliscount does not apply to any extensions of the initial Tenn or renewal Fnrollments The cliscotfril does not apply to any ptrimolional SKUs, Enrolled Affiliate is entitled to the lower of the promolional price of discounted price. The twice level that aplAfes to Eniollments effective oil of after November 1. 2021 is Level D for all Products, The Reseller and the Enrolled Affiliate will detennime the Enrifilled Affiliates actual price and payniml terms. Except for changes made by this Amendment, the Enrollment of Agreement identified above remains kinch,anged and in full force and effect, tf there is any conflict between any provision in this Amendment alld any pfovisiull in the Enrolline(it or Agreement identified above, this AniondITH-41 .41all G(Mlt(Ol, This Amendment must be attached to a signature form to be valid. AnwarnarlApriva 0 rTNfX'PT-0rT-FWK so rI-,W 2 W7 Licensing Solution Provider Agreement Number PSA-0001525 This Licensing Solution Provider Agreement is made and entered into this 22nd day of October 2019, by and between GovConnection, Inc., a Maryland 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 officers, employees, subcontractors, agents or representatives arising out of or in any way relating Page 1 of 11 OCT 212019 ?7, IU Licensing Solution Provider Agreement Number PSA-0001525 to this Agreement, including but not limited to property damage, bodily injury, or death or any other element of any kind or nature. CONTRACTOR shall defend the Indemnitees at its sole expense including all costs and fees (including, but not limited, to attorney fees, cost of investigation, defense and settlements or awards) in any claim or action based upon such acts, omissions or services. 5.2 With respect to any action or claim subject to indemnification herein by CONTRACTOR, CONTRACTOR shall, at their sole cost, have the right to use counsel of their own choice and shall have the right to adjust, settle, or compromise any such action or claim without the prior consent of COUNTY; provided, however, that any such adjustment, settlement or compromise in no manner whatsoever limits or circumscribes CONTRACTOR indemnification to Indemnitees as set forth herein. 5.3 CONTRACTOR'S obligation hereunder shall be satisfied when CONTRACTOR has provided to COUNTY the appropriate form of dismissal relieving COUNTY from any liability for the action or claim involved. 6. Contractor Responsibilities: CONTRACTOR will offer the following services to each Enrolled Affiliate at no additional charge. It is the responsibility of the Enrolled Affiliate to determine which products and/or services, if any, meet their needs and communicate that to the CONTRACTOR. 6.1 Provide reports showing year to date annual spend according to Enrolled Affiliate's specifications. Frequency will be determined by each Enrolled Affiliate (monthly, quarterly, etc.). 6.2 Provide a short synopsis of why an amendment is needed and the ramification of each amendment to an enrollment at the time of such amendment. 6.3 Provide an updated price list on an annual basis or when requested by Enrolled Affiliate. 7. CONTRACTOR's Microsoft Enterprise Agreement license subscription price attached hereto as Exhibit A and service rates attached hereto as Exhibit B. 8. CONTRACTOR's Microsoft Enterprise Agreement Participation Form attached hereto as Exhibit C and incorporated herein by reference. 9. Usage Reporting: CONTRACTOR will provide to COUNTY the Licensed Support Provider (LSP) Reporting of Active Enrollments to Master Microsoft Enterprise Agreement No. 8084445, Select Plus Agreement No. 7756479, Microsoft Premier, Unified, and MCS Support services, showing a list of enrollments by February 15th of each year. Forms shall be submitted electronically to 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 (100K*.5%). RCIT will invoice the Awarded LSP annually based on the enrollments verified from the Page 2 of 11 11. 12 Licensing Solution Provider Agreement Number PSA-0001525 "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: Bruce Siders 732 Milford Road Merrimack, NH 03054 COUNTY Secondary Contact: Rick Hai 2980 Washington Street Riverside, CA 92504 11.1 Should Contract Management contact information change, the CONTRACTOR shall provide written notice with the updated information to the COUNTY no later than 10 business days after the change. Termination: 12.1 COUNTY may terminate this Agreement without cause upon thirty (30) days written notice served upon the CONTRACTOR stating the extent and effective date of termination. 12.2 COUNTY may, upon five (5) days written notice terminate this Agreement for CONTRACTOR's default, if CONTRACTOR refuses or fails to comply with the terms of this Agreement or fails to make progress that may endanger performance and does not immediately cure such failure. In the event of such termination, the COUNTY may proceed with the work in any manner deemed proper by COUNTY. 12.3 CONTRACTOR's rights under this Agreement shall terminate (except for fees accrued prior to the date of termination) upon dishonesty or a willful or material breach of this Agreement by CONTRACTOR; or in the event of CONTRACTOR's unwillingness or inability for any reason whatsoever to perform the terms of this Agreement. 13. Conduct of Contractor: 13.1 The CONTRACTOR covenants that it presently has no interest, including, but not limited to, other projects or contracts, and shall not acquire any such interest, direct or indirect, which would conflict in any manner or degree with CONTRACTOR's performance under this Agreement. The CONTRACTOR further covenants that no person or subcontractor having any such interest shall Page 3 of 11 Licensing Solution Provider Agreement Number PSA-0001525 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 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 Page 4 of 11 Licensing Solution Provider Agreement Number PSA-0001525 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. S1210 et seq.) and all other applicable laws or regulations. 15. Entire Agreement: This Agreement, including any attachments or exhibits, constitutes the entire agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous representations, proposals, discussions and communications, whether oral or in writing. This Agreement may be changed or modified only by a written amendment signed by authorized representatives of both parties. IN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute this Agreement. COUNTY OF RIVERSIDE, a political subdivision of the State of California Kevin Jeffries, Chairman Board of Supervisors OCT 2 2 Z019 Dated: ATTEST: Kecia Harper Clerk of the Board By: "epu APPROVED AS TO FORM: Gregory P. Priamos County Co_ynsel By: Susanna Oh, Deputy County Counsel GovConnection, Inc., a Maryland corporation Y� - ert Marconi Vice President SLED Sa es Dated: 10/9/2019 Page 5 of 11 OCT 222019 �%�(( Licensing Solution Provider Agreement Number PSA-0001525 Exhibit A Microsoft Enterprise license subscription and services Line Description Price Level Markup % Enterprise Online Services* (including Full USLs, From SA USLs, I Add-ons and Step Ups) M365 E3 and E5, Enterprise Mobility + Level D Security E3 and E5, Office 365 Enterprise E1 or E3, Windows 10 Minus 2% 20 Enterprise E3 or E5. 2 Enterprise Products Office 365 Pro Plus, Windows 10 Enterprise, Core CAL Suite, Enterprise CAL Suite. Level D .20 Additional Products M365 F1, M365 E5 Compliance, M365 E5 3 Security, Office 365 Enterprise F1, Project Online, Visio Online Plan Level D .20 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 .20 Core Infrastructure Suites, etc. 5 All products for Select Plus Agreement No.7756479. .70 6 Microsoft Premier Support .70 7 Microsoft Unified Support Services .70 8 Microsoft Consulting Services .70 Page 6 of 11 Licensing Solution Provider Agreement Number PSA-0001525 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 $255 2 Build Intelligent Agents Yes $255 3 Machine Learning Yes $255 4 Internet of Thins Yes $255 5 Globally distributed data Yes $255 6 OSS Databases Yes $255 7 Cloud Scale Anal ics Yes $255 8 Data Platform Modernization to Azure Yes $255 9 Windows Server on Azure Yes $255 10 Security & Management Yes $255 11 Data enter Migration Yes $255 12 Modern Business Intelligence Yes $255 Biz Apps 1 Customer Service No $0 2 Field Service No $0 3 Marketing No $0 4 Talent No $0 5 Finance and Operations No $0 6 Business Central No $0 7 Power Apps Yes $255 8 Power BI Yes $255 Apps and Infrastructure I Azure Stack No $0 2 High Performance Compute Yes $255 3 Cloud Native Apps using Serverless Yes $255 4 Modernize Apps Yes $255 5 SAP on Azure Yes $255 6 Linux on Azure Yes $255 7 Dev O s Yes $255 8 Business Continuity & Disaster Recover Yes $255 9 Windows Server on Azure Yes $255 10 Security & Management Yes $255 11 Datacenter Migration Yes $255 Page 7 of 11 Licensing Solution Provider Agreement Number PSA-0001525 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 $255 2 Security Yes $255 3 GDPR & Compliance No $0 4 Teamwork Yes $255 5 Calling & Meetings Yes $255 6 Modern Desktop Yes $255 7 Office 365 Migration Assistance Yes $255 7a Mail Yes $255 7b Teams Yes $255 7c SharePoint Yes $255 7d OneDrive Yes $255 Page 8 of 11 Licensing Solution Provider Agreement Number PSA-0001525 Exhibit C Microsoft LSP Participation Form DAVE ROGERS JENNIFER HILBER, ACIO rFR3 Assistant Chief Executive Omfficer Enterprise Applications Bureau lr Chief Information Officer GUSTAVO VAZQUEZ, ACIO Converged Communications Bureau JIM SMITH Public Safety Enterprise Communications ChiefTechnology Officer GIL MEDIA, ACIO Technology Services Bureau Microsoft LSP Participation Form (RFQ #R1VCO-2020-RFQ-0000048 Attachment 3) Complete this form and return to Attention: Rick Hai E-mail: RHai@rivco.org Payment should be made to: Riverside County Information Technology 3450 14th Street, Fourth Floor Riverside, CA 92501 Company Name: GovConnection . Inc. d/b/a Connection Public Sector Solutions Name: Robert Marconi Title: Vice President SLED Sales Address: 732 Milford Road City: Merrimack Zip Code: 03054 Telephone#: 800-800-0019 ext. 33331 Fax#: 603-683-0223 Email: bob marconi0connection.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 Id the remittance informati n above for where to send the payment. Failure to comply may result thebail rescinded. 9/18/2019 Signa Date Robert Marconi Page 9 of 11 Vice President SLED Sales s is M Licensing Solution Provider Agreement Number PSA-0001525 Exhibit E Master Agreement Attached include the followings: 1) Signature Form 2) Microsoft Enterprise Agreement 3) Microsoft Enterprise Agreement Amendment Page 11 of 11 Microsoft Document Headersheet * This is for informational purposes only * MS5_0000004275258 (MSLI Tracking Number) Doc Type: Amendments Do not modify the formatting or spacing of this Form above this text Subsidiary: Account Manager Name / Alias: Country: United States LAR/LAD/ESA: Insight Direct USA, Inc. Pro-gram/Version EA 6 2016 (Scanning Code) ACCOUNT: County of Riverside Comments: Outsourcer Name: Business Agreement Number: Master Agreement Number: 8084445 Agreement Number: Purchase Order Number: 8/23/2019 9:42:40 PM Microsoft Amendment to Contract Documents Ayt��crrrcrtt rdutnln:r so LqL(�s Volurne Lice-,, sing Q04-kayleed-S-Od This amendment ("Amendment") is entered into between the parties identified on the attached program signature form. It amends the Enrollment or Agreement identified above. All temps used but not defined in this Amendment will have the same meanings provided in that Enrollment or Agreement. Enterprise Agreement Custom Terms CTM 1, Section fia, "Tenn", is Hereby amended and restated as follows_ a. Term, The term of this Agreement will remain to effect unless terminated by either party as described below. Each Enrollrnerrt will have the torrn provided to that Enrollment. 2. The pricing that Microsoft will uffer Euralled Affiliate's Reseller for Enrollment- effective between November 1, 2019 through October 31, 2021, and that will apply for the entire initial terra of such E iollmenis, is -Is folinvts- Product Examples Include but are not limited to Level the following": Enterprise Online Services" Level D M365 E3 and E-5, Enterprise Mobility + (includinfl Full USLs. From SA fninus 2% Security E3 and E5, Office 365 Enterprise USLs, Add ons and Step Ups) Level D^ E1 or E3, Windows 10 Enterprise E3 or E5 Office 365 Pro Pius, Windows 10 Enterprise Products Cnterprise, Core CAL Suite, Enterprise CAL Suite Additional Products Level D M365 F1, M365 E5 Compliance, M365 E5 Security, Office 365 Fnterprise F1, Projcct Online, Visio Online Plan 1 or Plan 2, Oynamirs 365, .Azure, SQL Server, Windows Server, etc, Server and Tools Product Level D SharePoinl Server, St]L Server, BixTalk (applies to Server and Cloud Server, Visiml Stutl'ro, Core Infrastructure Enrollments only) Suites, etc. I Ile ex,gruples include while Services tfiat are uvailahio in [ 51,at trus rrrrrnrau•iAl nr ncwwMM-nt clntrr rriarim'u, •'rtllailt,yIRIj Ff1;P.t1jlIRL. QfiQrtP. -avice ?rp vie-rttirt, ill li-tr, Producq TPrms with II7F nFil valoe of ,Ft7• in the t;71? _ rt,r 'Fh�y�urr .4•ru•la'Sihty'. rite •sc,u4�cs at £tsturpt#se C3niirle S�ruires is st:bje::# to cha-,yr: GIs Eatetpwse O!tline Swrwcr= ate 9dt1K1. u?Jnted+rev sz l ar:rrrrov } from the Cttterpri e prcgram arfering Exrlusions apply to tht7 additionnt 2% discount on Enterprise Online Services as follows: AmenilmottApu Y4 tt C1M-CP7*-0PT-FV-iK 80 psgn I of 2 • 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 (late of the Enrollment, • The discount does not apply to any extensions of the initial Tenn or renewal Enrollments. • The discount noes not ripply to any promotional SKUs. Enrolled Affiliate is entitled to titre lacer of the promotional price Of discounted price.. The price level that applies to Enrollments effective on or after November 1, 2421 is Level D for all Products. _ The Rese►ler and file Enrolled Affiliate will determine the Enrolled Affiliale's actual price and paymcnl, tarns. Except for changes made by this Amendment, [tie Enrollment or Agreement identified above remains unchanged and in full force and effect. If there is any conflict between any provision in this Amendment and a17y provision in the Enrollfifie t or Agreement identified above, this Anienrtmer►i shall control. j--:F0S-,iGendment must be attached to a signature form to he valid. AmerimerlApn A 0 (Tri-CPT-nrT-FWK or) r'Ogi: 2 of 2 f f Microsoft Document Headersheet * This is for informational purposes only MSE#: (MSLI 5_0000004175258 Tracking Number) I F Doc Type: Agreement f 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. ProaramNersion EA 6 2016 (Scanning Code) ACCOUNT: County of Riverside Outsourcer Name: Business Agreement Number: Master Agreement Number: 8084445 r Agreement Number: Purchase Order Number: f Comments: 1 1 8/23/2019 9:42:31 PM o` Volurne 1_icensing Enterprise Agreement State and Local ;lot for Use with Mirrosoll Nosiness AcgreemNnt orP.V k)soil Nosiness and Srtvices Aurremerit This Microsoft Enterprise Agreement ("Agrdement'") is entered into between the entities identified on the signature forrri. Effective date, The effective date of this Agreement is the earliest effective date of any Enrollment entered into under this Agreement or the date Microsoft accepts this Agreement, 'whichever is earlier. This Agreement consists of (1) these Agreement terms and conditions, including any amendments and the signature form and all attachments identified therein, (2? the Product Terms applicable to Products licensed under this Agreement, (3) the Online Services Terms, (d) 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 IAlpSyaww.rnicrosoft.corn/licen sinrl;contracts and are incorporated in this Agreement by reference, including the Product Tears and Bights. These documents may contain additional terms and conditions for Products licensed under this Agreement and may be changed from time to time. Customer should review such documents carefully, both at the time of signing and periodically thereafter, and fully understand all terms and conditions applicable to Products licensed. Terms and Conditions 9. Definitions. "Affiliate" means a, with regard to Customer, r {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 supervision with Customer; (ii) any county, borough, cornrnonwealth, 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 state jurisdiction and geographic boundaries: and (iii) any other entity in Customer's state expressly authorized by the laws of Customer's state to purchase under state contracts; provided that a state and its Affiliates shall not, for purposes of this definition, be considered to be Affiliates of the federal government and its Affiliates: and b. with regard to Microsoft, any legal entity thal Microsoft owns, that owns Microsoft, or that is uncler common ownership with Microsoft, "Customer' means the legal entity that has entered into this Agreement will) Microsoft. "Customer Data" means all data, including all text, sound, software, image, or video files that are provided to Microsoft by, or on behalf of, an Enrolled Affiliate and its Affiliates through use of Online Services. "day" means a calendar day, except for references that specify "business day". "Enrolled Affiliate" means an entity, either Custorner or any one of Customer's Affiliates that has entered Into an Enrollment under this Agreement. I:rzrYtEi.n,tr(Nov2oIW Prrcge t of t t Uownent X20-140XI "Enrollment" means (lie document that an Enrolled Affiliate submits under this Agreement to place orders for Products. "Enterprise" means an Enrolled Affiliate and the Affiliates for which it is responsible and chooses on its Enrollment to include in its enterprise. "Fixes" means Product fixes, modificationsorenhancements, or their derivatives,, that Microsoft either releases generally (such as Product servicelpacks) 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 Services" means the Microsoft -hosted services identified as Online Services in the Product Terms. "Online Services Terms' means the additional terms that apply to Customer's use of Online: Services published on the VolLIme Licensing Site and'updaled from time to time. "Product" means all products identified in the Product Terms, such as all Software, Online Services and other wets -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 licensing, The Product Terms document is published on the Volume Licensing Site and is updated from time to time. "SLA" means Service Level Agreement, which specifies the 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 Secrel" means information that is not generally known or readily ascertainable to the public, has economic; value as a result, and has been subject to reasonable steps under the circumstances to maintain its secrecy, "use" or "run" means to copy, install, use, access, display, run or otherwise interact. "Use Rights" means the use rights or terms of service for each Product pl.Iblished on the Volurne Licensing Site and updated from time to time. The Use Rights supersede the terms of any end user license agreement that accompanies a Product. The Use Rights for Software are published by Microsoft in the Product Terms. The Use Rights for Online Services are published in the Online Services Terms. "Volume Licensing Site" means http f, wwt,;.rtilcrosoft.com/iicensinclicontracts or a successor site, 2. How the Enterprise program works. a. General. The Enterprise program consists of the terms and conditions on which an Enrolled Affiliate may acquire Product Licenses. Under the Enterprise program, Customer and its Affiliates mny order Licenses foi• Products by entering into Enrollments. b. Enrollments. The Enterprise program gives Customer and/or its Affiliates the ability to enter into one or more Enrollments to order Products. Subscription Enrollments may be available for some of these Enrollments. PJotwithstanding 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 reference in that Enrollment. FA2r}iGA,1r(f1$)til C,(FN(,)(Nov2GI6) r'agW 2 of 11 Dnnunenl X20.107.09 c. Licenses. The types of Licenses available are (1) Licenses obtained under Software Assurance (L&SA), and (2) Sub'scription Licenses, These License types, as well as additional License Types, are further described in the Product List, I Licenses for Products. r a. License Grant. Microsoft grants the Enterprise a non-exclusive, 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 ricdhts not expressly granted in this Agreement. b. Duration of Licenses. Subscription Licenses and most Software Assurance rights are temporary and expire when tha applicable Enrollment is terminated or expires; unless the Enrolled Affiliate exercises a buy-out option, which is available for some Subscription Licenses. Except as otherwise noted in the applicable Enrollment or Use Rights, all other Licenses become perpetual only when ail payments for that License have been nhade and the initial Enrollment tern has expired. c. Applicable Use Rights. (I) Products (other than Onfirie services), The Use Rights in effect on the effective date of the applicable Enrollment term will apply to Enterprise's use of the version of each 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 Underiv previous agreement or Enrollment are determined by the Agreement or Enrollment under which they were acquired. Renewal of Software Assurance does not change which Use Rights apply to those Licenses, (11) Online Services. For Online Services, the Use Flights in effect on the subscription start date will apply for the subscription term as defined in the Product Terms, d. Downgrade rights. Enrolled Affiliate may use at i earlier version of a Product other than Online Services than the version that is current on the effective elate of the Enrollment. For Licenses acquired in the current Enrollment term, the Use Rights for the current version apply to the use of the earlier version. If the earlier Product version includes features that are not in the new version, then the Use Rights applicable to the earlier version apply with respect to those features. e. New Version Rights under Software Assuranco. 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 Enrolled Affiliate chooses not to use the new version irnrnediately. (1) Except as otherwise permitted under an Enrollment, use of the new version will be subject to the new version's Use Rights. (ii) If the License for the earlier version of the Product is perpetual at the time the new version is released; the License for the new version will also be perpetual. Perpetual Licenses obtained through Soflvmre Assurance replace any perpetual Licenses for the earlier version. f. License confirmation. This Agreement, the applicable Enrollment, Enrolled Affiliate's order confirmation, and any documentation evidencing transfers of perpetual Licenses, together with proof of payment, will be Enrolled Affiliate's evidence of all Licenses obtained under an Enrollment. EA2016Agr(US)SLG{ENG)(Nsv2016) PC= 3 of 11 1 WedniCni X20-10209 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 privatizationi of an entity or an operating division, (2) a privatization of an Affiliate or an operating division of Enrolled Affiliate or any of its Affiliates, or (3) a consolidation including a merger with a third party that has an existing agreement or Enrollment; Microsoft will work with Enrolled Affiliate in good faith to determine flow to accommodate its changed circumstances in the context of this Agreement. 4. Making copies of Products and re -imaging rights. a. General. Enrolled Affiliate may make as many copies of Products, as it needs to distribute them within the L=nterprise. Copies ML15t be true and complete (including Copyright and trademark notices) from master,copies obtained from a Microsoft approved fulfillment source. Enrolled Affiliate may use a third party to make these dies, but Enrolled Affiliate agrees it will be responsible for any third party's actions. Enrolled Affiliate agrees to make reasonable efforts to notify its employees, agents, and any other individuals who use the Products that the Products are licensed from Microsoft and subject to the terms of this Agreement- b. Copies for trainingievaluation and hack -up. For all Products other than Online Services, Enrolled Affiliate may: (1) use irp 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 tip to 10 complimentary copies of any Products for a 60-day evaluation period, and (3) use one complimentary copy of any licensed Product for back-up or archival purposes for each of its distinct geographic locations. Trials for Online Services may be available if specified in the Use Rights. c. Right to re -image, In certain cases, re-irnaging is permitted using the Product media. If the Microsoft Product is licensed (1) from an original equipment manufacturer (OEM), (2) as a full packaged Product through a retail source, or (3) under another Microsoft program, then media provided under this Agreementlmay generally be used to create images for use in place of copies provided through that separate source. This right is conditional upon the following: (i) Separate Licenses must be acquired from the separate source for each Product that is re - imaged. (ii) 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 the re -imaged Product permitted remains the same. (iii) Except for copies of an operating system and copies of Products licensed under another Microsoft program, the Product type (e.g.. Upgrade or full License) re -imaged must he identical to the Product type licensed from the separate source. (iv) Enrolled Affiliate must adhere to any Product -specific processes or requirements for re - imaging identified in the Product Terms, Re -imaged Products remain subject to the terms and use rights of the License acquired from the separate source. This subsection does not create or extend any Microsoft warranty or support obligation, ' .Ai. Transferring and reassigning Licenses. a. License transfers. License transfers are not permitted, except that Customer or an Enrolled Affiliate may transfer only fully-p'aid perpetual Licenses to: (i) an Affiliate, or (ii) a third party solely in connection with the transfer of hardware or employees to whom the Licenses have been assign6d as part of (A) a privatization of an Affiliate or agency or of an I:A2016Agt(iJS)SLG(Et4G)(t4o12OIG) r Page or 11 Uociuncul X20.10209 operating division of Enrolled Affiliate or an Affiliate. ''(B) a reorganization, or (C) a consolidation. r Upon such transfer, Custorner'or Enrolled Affiliate must uninstall and discontinue using the licensed Product and render any copies unusable. Notification of License Transfer. Enrolled Affiliate must notify Microsoft of a License transfer by completing a licensd transfer form, which can be obtained from httrrltwwvr.micr.aloft.con1ll:censincFlcr�rllr:ccls and sending the completed form to Microsoft before the License transfer. No License transfer will be valid unless Enrolled Affiliate provides to the transferee, and the transferee accepts in writing, documents sufficient to enable the transferee to ascertain the scope, purpose and limitations of the rights granted by Microsoft under the licenses being transferred (includingthe applicable Use Rights, use and transfer restrictions, warranties and limitations of liability). Any License transfer not made in compliance with this section will be void. , c. Internal Assignment of Licenses and Software Assurance. Licenses and Software Assurance must be assigned to a single user or device within the Enterprise. Licenses and Software Assurance may be reassigned within the Enterprise as described in the Use Rights, 6. Term and termination. a. Term. The tern of this Agreement will be 36 full calendar months from the effective date unless terminated by either party as described below. Each Enrollment will have the term provided in that Enrollment. b. Termination without cause. Either party may terminate this Agreement, without cause, upon 60 days' written notice. In the euenl of termination, new Enrollments will not he accepted, but any existing Enrollment will continue for the term of such Enrollment and will continue to be governed by this Agreement. c. Mid-term termination for non appropriation of Funds. Enrolled Affiliate may terminate this Agreement or an Enrollment without liability, penalty or furthe'r obligation to make payments if funds to make payments under the Agreement or Enrollment are not appropriated or allocated by the Enrolled Affiliate for such purpose. d. Termination for cause. ~Without limiting any other remedies it may have, either party may terrtrinate an Enrollment if the other party materially breaches its obligations under this Agreement, including any obligation to submit orders or pay invoices. Except where the breach is by its nature not curable within 30 days, the terminating party must give the other party 30 days' notice of its intent to terminate and an opportunity to cure the breach. if Microsoft gives such notice to an Enrolled Affiliate, Microsoft also will give 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 ran Enrolled Affiliate ceases to be Customer's Affiliate, it must promptly notify Microsoft, and Microsoft may terminate the former Affiliate's Enrollment. If an Enrolled Affiliate terminates its Enrollment as a result of a breach by Microsoft. or if Microsoft terminates an Enrollment because 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 tenminales its Enrollment as a result of a breach by Microsoft, or (2) if Microsoft terminates an Enrollment because the Enrolled Affiliate has ceased to bean 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: It may immediately pay the total remaining amount due, including all installments, in which case, the Enrolled Affiliate will have perpetual rights for all Licenses it has ordered; or F:A201fSAtp{U:i)SLd:i{rNGI{N+w2Ull'") j Pdtle S of 11 r nnr:urnenr X2f)•90209 (H) iI may pay only amounts due as of the termination date. in which case the Enrolled Affiliate will have perpetual Licenses for: 1) all copies of Products (Including the latest version of products ordered tinder SA coverage in the current terin) for which payment has been made in full, anti 2) the number of copies of Products it has ordered (including the latest version of Products ordered under Software Assurance coverage in current term) that is proportional to the total of installment payments paid versus total amounts due (paid and payable) if the early termination had not occurred. (iii) In the case of early termination under subscription Enrollments, Enrolled Affiliate will have the following options: -1) For eligible Products, Enrolled Affiliate may obtain perpetual Licenses as described in the Section of the Enrollment titled "Buy-out option," provided that Microsoft receives the buy-out order for those Licenses within 60 days after Enrolled Affiliate provides notice of termination. 2) In the event of a brea0i by Microsoft, if Customer chooses not to exercise a buy-out option, Microsoft will issue Enrolled Affilaite a credit for any amount paid in advance for Subscription Licenses that the Enterprise will not be able to use to do the termination of the Enrollment, 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 Enrolment expires or is terminated, (i) Enrolled Affiliate must orderLicensesfor all copies of Products it has run for which it has not previously submitted an order. Any and all unpaid payments for any order of any kind rernain due and payable. Except as provided in the subsection titled "Early termination," all unpaid payments for Licenses immediately become due and payable, (ii) Enrolled Affiliate's right to Sof fare Assurance benefits under this Agreement ends if it does not renew Software Assurance. g. Modification or termination of an Online Service for regulatory reasons. Microsoft may modify or terminate an Online. Service where there is any current or future government requirement or obligation that: !(1) subjects Microsoft to any regulation or requirement not generally applicable to businesses operating in the jurisdiction; (2) presents a hardship for Microsoft to continue operating the Online Service without modification; andior (3) causes Microsoft to believe these terms or the Online Service may conflict with any such requirement or obligation. I h. Program updates. 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 the time of an Enrollment renewal. , 7. Use, ownership, rights, and restrictions. a. Products, Unless otherwise specified in a supplemental agreement, use of any Product is governed by the Use Rights specific to each Product acid version and by the terms of the applicable supplemental agreement. b. Fixes. Each Fix is licensed under the same terms as the Product to which it applies. If a Fix is not provided fora specific Product, any use rights Microsoft provides with the Fix will apply. c. Non -Microsoft software and technology, Enrolled Affiliate is solely responsiWe l'or any non - Microsoft software or technology that it installs or uses with the Products or Fixes. k GA20l6Agr(US)SLGf.C.NG)(Nov2016) rage h of 11 Document X20402rA d. Restrictions. Enrolled Affiliate must not (and is not licensed to) (1) reverse engineer, decompile, or disassemble any Product or Fix; (2) install or use non -Microsoft software or technology in any way that +,vould subject Microsoft's intellectual property or technology to any other license terms; or (3) work around any technical limitations in a Product or Fix or restrictions in Product documentation. Customer must not (and is not licensed to) O separate and run parts of a Product or Fix on more than one device, upgrade or downgrade parts of a Product or Fix at different times, or transfer parts of a Product or Fix separately: or (ii) distribute, sublicense, rent, lease, lend any Products or Fixes,: in whole or in part, or use them to offer hosting services to a third party.' e. Reservation of rights. Products and Fixes are protected by copyright and other Intellectual property rights laws and intertiational treaties. Microsoft 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 bevice do not give Customer any right to Implement Microsoft patents or other Microsoft intellectuai property in the device itself or in any other software or devices. S. 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 0) is a comment or suggestion volunteered about the other party's business, products or services. Each party will take reasonable steps to protect the other's Confidential Information and will use the other party's Confidential Information only for purposes of the parties' business relationship. Neither party will disclose that Confidential Information to third parties, except to its employees, Affiliates, contractors, advisors and consultants ('Representatives") and then only on it need -to -know basis under nondisclosure obligations at least as protective 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 unauthorized use or disclosure, must promptly notify the other party. A party may disclose the other's Confidential Information if required by law, but only after it notifies the other party (if legally permissible) to enable the other party to seek a protective order. Neither party is required to restrict work assignrrients of its Representatives who have had access to Confidential Information. Each party agrees that the use of information retained in Representatives' unaided memories in the development or deployment of the parties' respective products or services does not create liability under this Agreement or trade secret law, and each party agrees to limit what it discloses to the other accordingly. 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. r 9. Privacy and compliance with laws. a. Enrolled Affiliate consents to the processing of personal information by Microsoft and its agents to facilitate the subject 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 (ii) will be subject to the privacy terms specified in the Use Rights. Microsoft will abide by the requirements of European Economic Area and Swiss data protection PA201(ilgi(L1?)St (;(19Mt;)tMctv'Lnlri; pare 7 Mil Diiai rent X20.10209 law regarding the collection, use, transfer, retention, and other processing of personal data from the European Economic, Nea and Switzerland, C. U.S. export. Products and Fixes are subject to U.S. export jurisdiction. Enrolled Affiliate must comply with all applicable international and national laws, including the U.S. Export Administration Regulations and! international Traffic in Arms Regulations, and end -user, end use and destination restrictions issued by U.S. and other governments related to Microsoft products, services and technologies. 10. Warranties. a. Limited warranties and remedies. (i) Software. Microsoft warrants that each version of the Software will perform substantially as described in the applicable Product documentation for one year from the date the Enterprise is first licensed 'for that version. If it does not and the Enterprise notifies Microsoft within the warranty term, then Microsoft wilt, at its option (1) return the price Enrolled Affiliate paid for the Software license, or (2) repair or replace the Software, (if) Online Services. Microsoft warrants that each Online Service will perform in accordance with the applicable SLA during the Enterprise's use. The Enterprise's remedies for breach of this warranty are in the SLA. The remedies above are the Enterprise's sole remedies for breach of the warranties in this section. Customer waives any breach of warranty claims not made during the warranty period. b, Exclusions. The warranties in this agreement do not apply to problems caused by accident, abuse, or use in a manner inconsistent with this Agreement, including failure to meet minimum system requirements. These' warranties do not apply to free, trial, pre-release, or beta products, or to components of Products that Enrolled Affiliate is permitted to redistribute. c. Disclaimer. Except for the'limited warranties above, Microsoft provides no other warranties or conditions and disclaims any other express, implied, or statutory warranties, including warranties of quality, title, non -infringement, merchantability, and fitness for a particular purpose. 11. Defense of third party claims. The parties will defend each other against the third -party claims described in this section and will pay the amount of any resulting adverse final judgment or approved settlement, but only if the defending party is promptly notified in writing of the claim and h'as 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 party will reimburse the other party for reasonable out-of-pocket expenses it incurs in providing assistance. This section describes the parties' sole remedies and entire liability for such claims. 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 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) misappropriates a trade secret or directly infringes a patent, copyright, trademark or other proprietary right of a third party. If Microsoft is unable to resolve a claim of infringement under commercially reasonable terms, it may, at its option, either (1) modify or replace the Product or Fix with a functional equivalent; or (2) terminate Enrolled Affiliate's license and refund any prepaid license fees (less depreciation on a five-year, straight-line basis) for perpetual licenses and any amount paid for Online Services for any usage period after the terminal ion dale, Microsoft will not be liable for any claims or damages due to Enrolled. Affiliate's continued use of a Product or Fix after being notified to stop due to a third -party claim. h. By Enrolled Affiliate. To the extent permitted by applicable law, Enrolled Affiliate will defend Microsoft against any third -party claim to the extent it alleges that: (1) any Customer Data or A201(3Agr(11S)St-G(ENG)(WY2016) i r'age S of I I Dacwnent X20.10209 non -Microsoft software hosted in an Online Service by Microsoft on Enrolled Affiliate's behalf misappropriates a trade secret or directly infringes a patent, copyright, trademark, or other proprietary right of a third party; or. (2) Enrolled Affiliate's use of any Product or Fix, alone or in combination with anything else, `violates the law or damages a third party. E 12. Limitation of liability. ' For each Product, each party's maximum, aggregate liability to the other under this Agreement is limited to direct damages finally awarded in an amount not to exceed the amounts Enrolled Affiliate was required to pay for the applicable Products during the Iterm of this Agreement, subject to the following: a. Online Services. Por Online Services, Microsoft's maximum liability to Enrolled Affiliate for any incident giving rise to a claim will not exceed the amount Enrolled Affiliate paid for the Online Service during the •l2 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 rewarded up to USS5,000. c. Exclusions, In no event will either party be liable for indirect, incidental, special, punitive, or consequential damages, or for lass of use, toss of business information, loss of revenue, or interruption of business, howevdr caused or on any theory of liability. 4 d. Exceptions. No limitation or exclusions will apply to liability arising out of either party's (1) confidentiality obligations (except for all liability related to Customer Data, which will remain subject to the limitations and exclusions above); (2) defense obligations, or (3) vinintion of the other party's intellectual property rights. 4 13. Verifying compliance. a. Right to verify compliance. Enrolled Affiliate must keep records relating to all use and distribution of Products by Enrolled Affiliate aria its Affiliates. Microsoft has the right, at its expense, to the extent permitted by applicable law, to verify compliance with the Product's license terms, Enrolled Affiliate must promptly provide the independent auditor with any information the auditor reasonably requests in furtherance of the verification, including access to systems running the Products and evidence of Licenses for Products Enrolled Affiliate hosts, Sublicense-,;, or distilbutes to third parties. Enrolled Affiliate agrees to complete Microsoft's self -audit process, which Microsoft may require as an alternative to a third party audit. b. Remedies for non-compliance. If verification or self -audit reveals any unlicensed use or distribution, then within 30 days, f1) Enrolled Affiliate must order sufficient Licenses to cover that use or distribution, and (2) if unlicensed use or distribution is 5% or more, Enrolled Affiliate must reimburse Microsoft for the cost Microsoft has incurred in verification and acquire the necessary 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 to actual install base. if there is no unlicensed use, Microsoft Will not subject Enrolled Affiliate toianother verification for at least one year. By exercising the rights and procedures described above, Microsoft sloes not waive its rights to enforce this Agreement or to protect its intellectual property by any other means permitted by law. r c, Verification process. Microsoft will notify Enrolled Affiliate at least 30 days in advance of its intent to verify Enrolled Affiliates compliance with the license terms for the Products Enrolled Affiliate and its Affiliates use or distribute. Microsoft will engage an independent auditor, which will be subject to a 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. EA2n1EiAgE(US)SLG(rNG)(Nov2U16) pages q of t r rlccrnnent X70-io2n9 14. Miscellaneous. a. Use of contractors, Microsoft may use contactors 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. Emails will be treated as delivered on the transmission date. cf. 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 time to lime in accordance with the terms of this Agreement. Any conflicting terms and conditions contained in an Enrolled Affiliate's purchase order will not apply. Microsoft may require Customer to sign a new agreement or an amendrilent before an Enrolled Affiliate enters into an Enrollment under this agreement, r f. Assignment. Either party may assign this Agreement to an Affiliate, but must notify the other party in writing -of the assignment. Any other proposed assignment must be approved by the non -assigning party in writing, Assignment will not relieve the assigning party of its obligations tinder the assigned agreement. Any attempted assignment without reciuired approval will be void. r g. Applicable law; dispute resolution, The terms of this Agreement will be governed by the laws of Customer's state, withot.it giving effect to its conflict of laws. Disputes relating to this Agreement will be subject to applicable dispute resolution laws of Customer's state. h. Severability, If any provision in,this agreement is held to be unenforceable, the balance of the ogreernent will remain in full force and effect. L 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 (Ives not create any third -party beneficiary rights, t k. Survival. All provisions survive termination or expiration of this Agreement except those requiring performance only during the terry) of the Agreement, 1. Management and Reporting. Customer and/or Enrolled Affiliate may manage account details (e.g., contacts, orders, Licenses, software downloads) on Microsoft's Volume L.icensirrg Service Center (" VLSC") web site (or successor site) at: httl)s.f7www nt;crosoftcomlliceiisiiialservu:ecenter. Upon the effective state of this Agreement and any Enrollments, the contacts) identified for this purpose will be provided access to this site and may authorize additional users and contacts. 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 the following order from highest to lowest priority: (1) this Enterprise Agreement, (2) any Enrollment, 0) the Product Terms, (4) the Online Services Terms, (5) orders submitted under, this Agreement, and (6) any other documents in this Agreeitnent, Terms in in amendrnerit control over the amended document and any prior ameridments concerning the same subject matter. ERa01t>Ay�(Ufi)SlGi;6ldGjft,'oa2t)1t5) i r �c�e IO of 1 t Docitmeni X20 102CO I1. Free Products. It is Microsoft's intent that the terms of this Agreement and the Use Rights be in compliance with all applicable federal law and regulations. Any free Product provided to Enrolled Affiliate is for the sole Ltse and benefit of the Enrolled Affiliate, and is not provided for use by or personal benefit of any specific government employee. o. Voluntary Product Accessibility Templates. Microsoft supports the government's obligation to provide accessible technologies to its citizens with disabilities as Required by Section 508 of the Rehabilitation Act of 1973, and its state law counterparts. The Voluntary Product AccessibBity Templates ("VPATs") 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 hitp./lwwvi,microsoft.corn!enable. p. Natural disaster. In the event of a "natural disaster," Microsoft may provide additional assistance 'or rights by posting them on httn:tl+ar� w.microsoft.coM at such time. y. Copyright violation. Except as set forth in the section above entitled "Transferring and reassigning Licenses", the Enrolled Affiliate agrees to pay for, and comply with the terms of this Agreement and the Use Riglits,'for the Products it uses. Except to the extent Enrolled Affiliate is licensed under this Agreement, it will be responsible for its breach of this contract and violation of Microsoft's copyright in the Products, including payment of License fees specified In this Agreement for unlicensed use. 1 EA20 1GAgr(US)SLG(UJG)(Nov20l 0) � Pa4a 11 of 1 I tk;rmmerd X2,11.102M © r Mir.rosoft Voll.irne 1-1c' enSing Supplemental Contact Information Form This form can be used in combination with MBSA, Agreement, and Enrol►mentlRegistration. However, a separate four; must be submitted for each enrollment/registration, when more than one is submitted on a signature form. For the purposes of this form, 'entity" can mean the signing entity, Customer, Enrolled Affiliate, Government Partner, institution, or other party entering into a volume licensing program agreement. Primary and Notices contacts in this form will not apply to enrollments or registrations. This form applies to: ❑ MBSA ( Agreement ❑ Enrollment/Affiiliate Registration Form Insert primary entity name if more than one Enrollment/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 sarrie required fields must be completed for each section. By providing contact information, entity consents to its use for purposes of administering the Enrollment by Microsoft and other parties that help Uicrosoft administer this Enrollment. The personal information provided in connection with this agreement will be used and protected according to the privacy statement available at t,tlns: lr'li cc-n s►ncl . m Icrosoft. 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 Fundemurk Contact email address* RFunderburk,,@rivco.org Street address" 3450 14th Street, 4th Floor City" Riverside State/Province" California iPostal code* 92501-3861 Country" USA Phone" 951-955-2265 Fax I ❑ This contact is a third party (not the entity). Warning: 'f'his contact receives personally identifiable information of the entity. i r 2. Software Assurance manager. This contact will receive online permissions to mamige the Software Assurance benefits under the Enrollment or Registration. Name of entity* County of Riverside Contact name`: First Regina Last, Funderburk Contact email address* RFunderburkCrivco.org Street address* 3450 14th Street, 4th Floor, City" Riverside State/province' California `Postal code* 92501-3861 StrpContaCllaroF4rm(hlA,lYn}(FMQ}((Jrk2[11?} N igt 1 Uf 3 Country" USA Phone' 951-955-2265 Fax ❑ This contact is a third party (not the entity). Warning: This contact receives personally identifiable information of the entity. 3. Subscriptions manager. This contact will assign fvtSDN, Expression, and TechNet Plus subscription licenses to the individual subscribers under this Enrollment or Registration. Assignment of the subscription licenses is necessary for access to any of the online benefits, such as subscription downloads. This contact will also manage any complimentary or additional media purchases related to these subscriptions. Name of entity' County of Riverside Contact name*: First Regina Last Funderburk Contact email address' RFunderburk@rivco.orct Street address* 3450 14th Street, 4th Floor City' Riverside StateiProvince* California Postal code` 92501-3861 Country* USA Phone* 951-955-22$5 Fax ❑ This contact is a third party (not the entity). Warning: 'Phis contact receives personally identifiable information of the entity. 4. Online services manager. This contact will be provided online permissions to rnanage the online services ordered under tare Enrollment or Registration. Name of entity" County of Riverside Contact name": First Luis Last Flores Contact email address* LFFlores@rivco.o-g Street address* 3450 1401 Street, 41h Floor City" Riverside State/Province" California Postal code" 92501-3861 Country" USA Phone` 951-955.8114 Fax ❑ This contact is a third party (not the entity). Warning: This contact receives personally identifiable information of the entity. 5. Customer Support Manager (CSM). This person is designated as the Customer Support Manager (CSM) for support -related activities. Name of entity* County of Riverside Contact name': First Luis Last Flores Contact email address* LFFlores@rivco.org Street address* 3450 14th Street, 4th Floor City', Riverside StatelProvince* 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 primary contact. This contact receives online administrator permissions and may grant online access to others. This contact also receives all notices unless Microsoft is provided written notice of a change. Name of entity' County of Riverside SupContaclhr(nFuun(hJF1.IWU1(FNr:3)(Ur,(��)1'3) Page 2 or 3 Contact name*; First Jim Last Smith Contact email addresSA jirnsmith a@rivco,org Street address' 3450 14th Street, 4th Floor City* Riverside StatelProvince* CA Postal code* 9250-1-3861 Country" US Phone* 951-231-5909 Fax i. !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 as lrrr"many contact Name of entity* Contact name*: First Last Contact email address* Street address` City* StatelProvince* Postal cone' Country, Phone" Fax 0 This contact is a third party (not the entity). Warning: This contact receives personally identifiable information of the entity, �upG'car�laellnfuFgnti(hrA„Ihll)ji�hlt jtOC1�S7131 Page 3 d 3 Microsoft Document Headersheet * This is for informational purposes only MS5-0000004275258 (MSII Tracking Number) Doc Type: Signature Form Do not modify the formatting or spacing of this Form above this text Subsidiary: Account Manager Name / Alias: Country: United States LAR/LAD/ESA: Insight Direct USA, Inc. 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: 8/2312019 9:42:56 PM Microsoft Program Signature Form NI SAIM13SA w n her A:}rrement ntrmher Volume I-iCF-'ns ing 004-kayle ed-S-04 Note: Enter the applicable active numbers nssociated with the documents below, Microsoft requires the associated active number be indicated here, or listed below as new. For the purposes of this form, 'Custorer" 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. Enterprise Agreement X20-10209 <Choose A reemenl> Document Number or Code <Ch0ose A reement> Document Number or Code <Choose A reemenl> _Document Number or Code <Choose Agreernent> <Cl7oose Enrollment/Re istration> Document Number or Code Document Nuoiber of Code <Choose Emallrnent/Re istration> Document Number or Code <Choose Enrollment/Registration> Document Number or Code <Choose Enrollment/Re istration> Document Number or Code <Choose Enrollment/Registration> Amendment to Contract Documents _ Document Number or Code CTM-CPT-OPT-FWK (nesv} _ I By signing below, Customer and the Microsoft Affiliate agree that both parties (1) have received, react 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 su(.'h documents. r r♦ '. �. s`' r 'w"i� ,. Name of Entity/gym t b , le I e tity (i,ante}' County of Riverside Signature' 1 Printed First and Last Name'r� Printed Title 5 r ploco►-ewl-EKI - Cbvf aG, Signature Date' C) S7/2 7 -,, I,r Tax ID krcifcalrrs required field tC f Prrx�r�rui5l�r:Ea m{MSSigr,}fPlA,LatAn:}ExHRA,MLItENGjiAug201-0j Naga } of 2 '4u.5`J•��} y�,�'YK .!'a21� ' _ •�y+w.�Y'Y+ �ti,$kJ" �;�'tirfr��`"�''I Microsoft Corporation Signature �M . icrosoft Printed First and Last Name Microsoft Corp Dmtlon r Printed Title AUG q L 3 019 i Signature Date (date Micrasott Affiliate ceurrtersig�isi i .�._.__ . I chance rail Agreement Effective Date �g3 aO i`�► Duly Authorized n behalf of (rn.sy be c p.rew than MicfUsc�fl s sV. nelurc date) f Microsoft Co oration Optional 2"1 Customer signature or Outsourcer signature (if applicable) Customer Name of Entity (must be legal entity name)* Signature" Printed First and Last Name* Printed Title r r Signature pate` 6ekt Name of Entity (must be legal entity name')'" Signature" Printed First and fast Maine' Printed Title Signature Date" O icafes requires field It Customer requires physical media, additional contacts, or is reporting multiple previous Enrollments, include the appropriate form(s) with this signature form. After this signature form is signed by the Customer, send it and the Contract Documents to Customer's channel partner or Microsoft account manager, who must submit them to the following address. When the signature form is fully executed by Microsoft, Customer will receive a confinnalion copy. Microsoft Corporation r Dept, 551, Volume Licensing 6100 Neil Road, Suite 210 Reno, Nevada 89511.1137 USA 1 I ProgrflinSi�rfarm{!vl$5i ln)(NA.I atAmjFxRRANI f(ENGI(MO2014) Pope 2 of 2 Licensing Solution Provider Agreement Number PSA-0001526 This Licensing Solution Provider Agreement is made and entered into this 22nd day of October 2019, by and between Insight Public Sector Inc., an Illinois corporation ("CONTRACTOR"), and the COUNTY OF RIVERSIDE, a political subdivision of the State of California, ("COUNTY"). WHEREAS, COUNTY and Microsoft Corporation ("Microsoft") have entered into that certain Microsoft Enterprise Agreement (Master Agreement No. 8084445; the "Master Agreement"), effective August 23, 2019, under which COUNTY has the ability to enter into one or more enrollments to order certain Microsoft product licenses; WHEREAS, CONTRACTOR desires to provide support to COUNTY and its Enrolled Affiliates (as defined in the Master Agreement) for said licenses under this Agreement and hereby represents that it has the skills, experience, and knowledge necessary to perform under this Agreement; and WHEREAS, COUNTY desires to accept CONTRACTOR's services under this Agreement. NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties agree as follows: This Agreement covers all enrollments for all products licensed under the Master Agreement. All terms and conditions of the Master Agreement, attached as Exhibit E of this Agreement and incorporated by reference, shall apply to the purchase of related products and services. 2. This Agreement is available for use by all government entities within the State of California (an "Enrolled Affiliate") for the duration of the Term (defined below in section 4). Enrollment documents will contain the terms and conditions specific to each entity. 3. CONTRACTOR agrees to extend the same pricing, terms, and conditions as stated in this agreement to each and every government entity in the State of California. Terms and conditions are governed by this Agreement, the Master Agreement, and the applicable enrollment documents for each entity. Entities shall make purchases in their own name, make direct payment to CONTRACTOR, and be liable directly to CONTRACTOR for all obligations. 3.1 COUNTY shall in no way be responsible to CONTRACTOR for Enrolled Affiliates' purchases and obligations. COUNTY shall in no way be responsible to other entities for their purchases or any acts or omissions of CONTRACTOR, including but not limited to product selection or implementation, services or other related matters. 3.2 CONTRACTOR shall notify Enrolled Affiliate in writing of the terms and conditions stated in Section 11. 4. This Agreement shall be effective from November 1, 2019 through October 31, 2021, unless terminated earlier (the "Term"). 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 222019 �j 1Lt Licensing Solution Provider Agreement Number PSA-0001526 officers, employees, subcontractors, agents or representatives arising out of or in any way relating to this Agreement, including but not limited to property damage, bodily injury, or death or any other element of any kind or nature. CONTRACTOR shall defend the Indemnitees at its sole expense including all costs and fees (including, but not limited, to attorney fees, cost of investigation, defense and settlements or awards) in any claim or action based upon such acts, omissions or services. 5.2 With respect to any action or claim subject to indemnification herein by CONTRACTOR, CONTRACTOR shall, at their sole cost, have the right to use counsel of their own choice and shall have the right to adjust, settle, or compromise any such action or claim without the prior consent of COUNTY; provided, however, that any such adjustment, settlement or compromise in no manner whatsoever limits or circumscribes CONTRACTOR indemnification to Indemnitees as set forth herein. 5.3 CONTRACTOR'S obligation hereunder shall be satisfied when CONTRACTOR has provided to COUNTY the appropriate form of dismissal relieving COUNTY from any liability for the action or claim involved. 6. Contractor Responsibilities: CONTRACTOR will offer the following services to each Enrolled Affiliate at no additional charge. It is the responsibility of the Enrolled Affiliate to determine which products and/or services, if any, meet their needs and communicate that to the CONTRACTOR. 6.1 Provide reports showing year to date annual spend according to Enrolled Affiliate's specifications. Frequency will be determined by each Enrolled Affiliate (monthly, quarterly, etc.). 6.2 Provide a short synopsis of why an amendment is needed and the ramification of each amendment to an enrollment at the time of such amendment. 6.3 Provide an updated price list on an annual basis or when requested by Enrolled Affiliate. 7. CONTRACTOR's Microsoft Enterprise Agreement license subscription price attached hereto as Exhibit A and service rates attached hereto as Exhibit B. 8. CONTRACTOR's Microsoft Enterprise Agreement Participation Form attached hereto as Exhibit C and incorporated herein by reference. 9. Usage Reporting: CONTRACTOR will provide to COUNTY the Licensed Support Provider (LSP) Reporting of Active Enrollments to Master Microsoft Enterprise Agreement No. 8084445, Select Plus Agreement No. 7756479, Microsoft Premier, Unified, and MCS Support services, showing a list of enrollments by February 15th of each year. Forms shall be submitted electronically to 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 (100K*.5%). RCIT will invoice the Awarded LSP annually based on the enrollments verified from the Page 2 of 11 11. 12. Licensing Solution Provider Agreement Number PSA-0001526 "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: Pam Potter, Manager SLED Compliance 6820 S. Harl Avenue Tempe, AZ 85283 COUNTY Secondary Contact: Rick Hai 2980 Washington Street Riverside, CA 92504 11.1 Should Contract Management contact information change, the CONTRACTOR shall provide written notice with the updated information to the COUNTY no later than 10 business days after the change. Termination: 12.1 COUNTY may terminate this Agreement without cause upon thirty (30) days written notice served upon the CONTRACTOR stating the extent and effective date of termination. 12.2 COUNTY may, upon five (5) days written notice terminate this Agreement for CONTRACTOR's default, if CONTRACTOR refuses or fails to comply with the terms of this Agreement or fails to make progress that may endanger performance and does not immediately cure such failure. In the event of such termination, the COUNTY may proceed with the work in any manner deemed proper by COUNTY. 12.3 CONTRACTOR's rights under this Agreement shall terminate (except for fees accrued prior to the date of termination) upon dishonesty or a willful or material breach of this Agreement by CONTRACTOR; or in the event of CONTRACTOR's unwillingness or inability for any reason whatsoever to perform the terms of this Agreement. 13. Conduct of Contractor: 13.1 The CONTRACTOR covenants that it presently has no interest, including, but not limited to, other projects or contracts, and shall not acquire any such interest, direct or indirect, which would conflict in any manner or degree with CONTRACTOR's performance under this Agreement. The CONTRACTOR further covenants that no person or subcontractor having any such interest shall be employed or retained by CONTRACTOR under this Agreement. The CONTRACTOR agrees Page 3 of 11 Licensing Solution Provider Agreement Number PSA-0001526 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 Licensing Solution Provider Agreement Number PSA-0001526 (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 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: Kevin Jeffries, Chairman Board of Supervisors Dated: I OCT 2 2 MOT - ATTEST: Kecia Harper Clerk of the Board Deputy APPROVED AS TO FORM: Gregory P. Priamos County Counsel By: usanna Oh, Deputy County Counsel Insight Public Sector, Inc., an Illinois Corporation By: ohn Carnahan Sr. Vice President of Business Development Dated: 1 O' I. l t Page 5 of 11 OCT 2 2 2019 '47 ,t L/ Licensing Solution Provider Agreement Number PSA-0001526 Exhibit A Microsoft Enterprise license subscription and services Line Description Price Level Markup % Enterprise Online Services" (including Full USLs, From SA USLs, 1 Add-ons and Step Ups) M365 E3 and E5, Enterprise Mobility + Level D Security E3 and E5, Office 365 Enterprise E1 or E3, Windows 10 Minus 2% 75 Enterprise E3 or E5. 2 Enterprise Products Office 365 Pro Plus, Windows 10 Enterprise, Level D Core CAL Suite, Enterprise CAL Suite. .75 Additional Products M365 Fl, M365 E5 Compliance, M365 E5 3 Security, Office 365 Enterprise Fl, Project Online, Visio Online Plan Level D .75 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 .75 Core Infrastructure Suites, etc. 5 All products for Select Plus Agreement No.7756479. 1.00 6 Microsoft Premier Support 1.00 7 Microsoft Unified Support Services 1.00 8 Microsoft Consulting Services 1.00 Page 6 of 11 Licensing Solution Provider Agreement Number PSA-0001526 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 $275 2 Build Intelligent Agents Yes $275 3 Machine Learning Yes $275 4 Internet of Thins Yes $275 5 Globally distributed data Yes $275 6 OSS Databases Yes $275 7 Cloud Scale AnWlytics Yes $275 8 Data Platform Modernization to Azure Yes $275 9 Windows Server on Azure Yes $225 10 Security & Management Yes $225 11 Datacenter Migration Yes $225 12 Modern Business Intelligence Yes $285 Biz Apps 1 Customer Service Yes $265 2 Field Service Yes $265 3 Marketing Yes $265 4 Talent Yes $265 5 Finance and Operations Yes $265 6 Business Central Yes $265 7 Power Apps Yes $265 8 Power BI Yes $265 Apps and Infrastructure 1 Azure Stack Yes $235 2 High Performance Compute Yes $235 3 Cloud Native Apps using Serverless Yes $235 4 Modernize Apps Yes $235 5 SAP on Azure Yes $235 6 Linux on Azure Yes $235 7 Dev O s Yes $235 8 Business Continuity & Disaster Recover Yes $235 9 Windows Server on Azure Yes $235 10 Security & Management Yes $235 11 Datacenter Migration Yes $225 Page 7 of 11 Licensing Solution Provider Agreement Number PSA-0001526 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 $210 2 Security Yes $222 3 GDPR & Compliance Yes $222 4 Teamwork Yes $215 5 Calling & Meetings Yes $222 6 Modern Desktop Yes $215 7 Office 365 Migration Assistance Yes $215 7a Mail Yes $215 7b Teams Yes $215 7c SharePoint Yes $215 7d OneDrive Yes $215 Page 8 of 11 Licensing Solution Provider Agreement Number PSA-0001526 Exhibit C Microsoft LSP Participation Form DAVE WHIEt1S JENI RaM14ae14AGO ASWIla t Chlet b eaWo offloer Enarprhu Applfaaorae Bureau Chlef iftlonvatlon Officer I T at1�iTI�VGYAai�IBl, Aad3 11M STH Owwa aed Wmmwftatlanm aureeu ChM MrraatoByOfflcer Ptbet SOW Ereerprhe Cammunkalom eje MER%AGO Tednalk yServicee Bureau Microsoft LSP Participation Form WQ #RIYCQ-2420-RF¢OOOOU48 Attackment 3) Complete this Than and relum too: Paywwrd should be made to - Riverside County Information Technology hnollogy Attention: Rick Hai 3460 14th Street, Fourth Floor E-rnalb { rivrn cure Riverside. CA 92601 County of Riverside TIN $; 9S-600(1930 Company Name: laftlit is r I AddnW' aWO S_ Had Avenue City. Tempe Zip Coda 86283 Telephorm#, 4M333.3020 Fwc #t 480.780.9002 Email; SjrA-_g2d2DhgWlMWtjtVgM The County of Riverside is Um host of the Microsok Master Agreement No. 8084445, Al 004tions regarding the products and licensing should be directed to Microsoft, By signing bed'. I am 09"06rrg to pay than Participation lees for each enrollment that is established by leveraging the County of RWandde Master Agreement in oocordence to the schedule refererhaaed on RFQ #tIVCO-2020-RFCt-0000048 and any subsequent contracts and I or amendmerrts. By signing below, I also agree that all enrollments will be submitted to Microsoft direct, to report enrolment activity and amply to the Payment schedule per RFQ ORIVCO-2020-RFQ-0000048 to Riverside County Inforrnetlon Technology_ Pleaase rebrenoe the iMorrnation above for where to send the payrnent. Fatdune to comply may result n tad being /) September 22, 2019 Signature Date Steve Dodenhoff President, InsISM North America Printed Name Tito Page 9 of 11 a 04 w 0 0 i 0-4 rq 0 0 v C10 m M. Licensing Solution Provider Agreement Number PSA-0001526 Exhibit E Master Agreement Attached include the followings: 1) Signature Form 2) Microsoft Enterprise Agreement 3) Microsoft Enterprise Agreement Amendment Page 11 of 11 Microsoft Document Headersheet k This is for informational purposes only * I (MSL5_0000004275258 MSLI Tracking Number) n Doc Type: Signature Form Do not modify the formatting or spacing of this Form above this text Subsidiary: Country: United States LAR/LAD/ESA: Insight Direct USA, Inc. ProgramNersion EA 6 2016 ACCOUNT: County of Riverside Outsourcer Name: Business Agreement Number: Master Agreement Number: 8084445 Agreement Number: Purchase Order Number: Comments: 8/23/2019 9:42:66 PM Account Manager Name / Alias: Minn � au u��H h i o iHi uh n Mi (Scanning Code) O z p Microscft Program Signature Farm M$A/1412SA number Aarremenl number S O9+L / S Volui to Uc�ensing L004-kayleed-S7-04 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. Enterprise Agreement I X20-10209 •=Chnose A reement= DQCument Number or Code <Choose A reemen(> Document Number or Code <Choose AQreement> _ <Choose Agreement> <Choose Enrollinent/Re istration> Document Number or Code Document Number or Code Document Number or Code <Choose EnreIIrrient/Re istration> Document Number or Code <Choose EnrollmentlRe istration> Document Number or Code <Choose Enrollment/Re istration> Document Number or Code <Choose Enrollment/Registration> Amendment to Contract Documents _ Document Number or Code CTM-CPT-OPT'-FWK {new) r Oy signing below, Customer and the Microsoft Affiliate agree that both parties (1) have received, read and understand Ilia 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 Entit (m $t 1) le gpil e tit name}` County of Riverside Signature" Printed First and Last Name' Rjc• (,t jq_ l•-(� 1q' Printed Title 5 r (�rocur2rv►.er1�7" (�Dl1TYclC: -�� E Ge i� +r 5 � Signature Date' 8' -2 Tax ID ! rrrvr-Frus n;rruueu Hero r PiNrantSignFan ni MSSigr,)(PIA, Lab4(r:)ExH RA, MLI (E NGs(Aug2o l •I i Page- i of 2 i i i Microsoft Corporation Signature i ` �® MCI Printed First and Last Name Microsoft Co i Printed Title Signature Date AUG 2 3 (date rviicru9of1AfBiiate countefsig•ts) l Ch2f1C6 Agreement Effective Date I Dul Authorizes (may be 6fferen'. than lAicrusaft s sgnaturc clalc) 8 Q3 ao I LIcrosoft Cc Optional 2"d Customer signature or Outsourcer signature (if applicable) Name of Entity (must be legal entity name)" Signature" Printed First and Last Name" Printed Title i i Signature Date' ' iralicales required field 0 • rT;M' Name of Entity (must be legal entity name)' Signature Printed First and Last Name' Printed Title Signature Date" If Customer requires physical media, additional contants, or is reporfing multiple previous Enrollments, inCltrde 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 Microsort 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 6100 Neil Road, Suite 210 Reno, Nevada 89511.1.137 USA P�t�prainSi�r,f orrn(:ASSi in)(tdA.t atA.mj:xARA.P.tI f(6NGi(Aug241.11 Pape 2 of 2 _ I _ Eltl behalf of I I Microsoft Document Headersheet This is for informational purposes only * I I (MSL5-0000004175258 MSLI Tracking Number) i F Doc Type: Agreement I Do not modify the formatting or spacing of this Form above this text Subsidiary: Account Manager Name / Alias: Country: United States LAR/LAD/ESA: Insight Direct USA, Inc. I ProgramNersion EA 6 2016 r (Scanning Code) ACCOUNT: County of Riverside Outsourcer Name: Business Agreement Number: Master Agreement Number: 8084445 Agreement Number: Purchase Order Number: Comments: I i I 8/23/2019 9:42:31 PM i o' IV tun -soft Volume 1_icensing Enterprise Agreement State and Local Not for Use. with Microsoft Rosiness Agreement or Micibsnfl Rosiness and Se ivices riureentenl i This Microsoft Enterprise Agreement C'Agrdement") is entered into between the entities identified on the signature form.. I Effective date. The effective date of this Agreement is the earliest effective date of any Enrollment entered into tinder this Agreement or the date Microsoft accepts this Agreement, whichever is earlier. This Agreement consists of (1) these Agreement terms and conditions, including any amendments and the signature form and all attachments identifiedetherein, (2) the Product Terms applicable to Products licensed under this Agreement, (3) the Online Services Terms, (4) any Affiliate Enrollment entered into under this Agreement, and (5) any order submitted under this Agreement. Please note: Documents referenced in this Agreement but not attached to the signature form may be found at littp.J/%,4ww.fnicrosoft.com/liceilsinl/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 documents carefully, both at the time of signing and periodically thereafter, and fully understand all terms and conditions applicable to Products licensed. Terms and Conditions 1. Definitions. "Affiliate" means a, with regard to Customer, (i) any government agency, department, office, Instrumentality, division, unit or other entity of the state or local government that is supervised by or is part of Customer, or which supervises Customer or of which Customer is a part, or which is under common supervision with Customer; (ii) any county, borough. cornrl onwealth, 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 state jurisdiction and geographic boundaries: and (iii) any other entity in Customer's state expressly authorized by the laws of Customer's stale to purchase under state contracts; provided that a state and its Affiliates shall not, for purposes of this definition, be considered to be Affiliates of the federal government and its Affiliates; and ' b. with regard to Microsoft, any legal 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 for 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:F2D1fi/1<Ir(tl ij�il.C;(!_Mt>jtrluvZ[)IG? Page t of I I uominent X20-1472rrr "Enrollment" means the document that an Enrolled Affiliate submits under this Agreement to place orders for Products. "Enterprise" means an Enrolled Affiliate and the Affiliates for which it is responsible and chooses on its Enrollment to include in its enterprise. "Fixes" means Product fixes, modifications or enhancements, or their derivatnres, that Microsoft either releases generally (such as Product service Ipacks) or provides to Customer to address a specific issue. "License" means the right to download, instAl, 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 Services" means the Microsoft -hosted services identified as Online Services in the Product Terms. "Online Services Terms" means the additional terms that apply to Customer's use of Online Services published on the Volume Licensing Site andrupdated from time to time. "Product" means all products identified in the Product Terms, such as all Software, Online Services and otherweb-based services, including pre-release or beta versions. "Product Terms"means the document that pi*oAdes information about Microsoft Products and Professional Services available through volume licensing. The Product Terms document is published on the Volume Licensing Site and Is updated from time to time. "SLA" means Service Level Agreement, which specifies the mininxnn service level for Online Services and is published on the Volume Licensing Site. "Software" rneans 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 ProdLlcl Terms. 'Trade Secret" means information that is not generally known or readily ascertainable to the public, has economic value as a result, and has been subject to reasonable steps under the circumstances to maintain its secrecy. I "use" or "run" means to copy, install, use, access, display, run or otherwise interact. "Use Rights" means the use rights or terms of service for each Product published on the Volume Licensing Site and updated from time to time. The Use Rights supersede the lerms of any end user license agreement that accompanies a Product. The Use Rights for Software are published by Microsoft in the Product Terms. The Use Rights for Online Services are published in the Online Services Terms, "Volume Licensing Site" means hitp.-Nwop.- microsoft.comllii-,ensinotcontracts or a successor site. 2. How the Enterprise program works a. General. The Enterprise program consists of the terms and conditions on which an Enrolled Affiliate may acquire Product Licenses. Under the Enterprise program, Customer and its Affiliates may order Licenses forl Products by entering into Enrollments. b. Enrollments. The Enterprise program gives Customer and/or its Affiliates the ability to enter into one or more Enrollments to -order Products. Subscription Enrollments may be available for some of these Enrollments. PJotwithstanding any other provision of this Agreement, only Enrolled Affiliates identified in an Enrollment will be responsible for complying with the temis of that Enrollment, including the terms of this Agreement incorporated by reference in that Enrotirrrent. FA2h1fJAijr(US)S1 G(F.NC➢)(Nov2D1ti} rage 2 of I I Doru nen 1 X20• 1 tS .09 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. a. License Grant. Microsoft grants the Enterprise a non-exclusive, 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 Agreement. 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 for some 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 (I) Products (other than Online Set vices.), The Use Rights in effect on the effective date of the applicable Enrollment term will apply to Enterprise's use of the version of each 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 not change which Use Rights apply to those Licenses. (11) Online Services, For Online Services, the Use Rights in effect on the subscription start date will apply for the subscription term as defined in the Product Terms, d. Downgrade rights. Enrolled Affiliate may use an earlier version of a Product other than Online Services than the version that is current on the effective date of the Enrollment. For Licenses acquired in the current Enrollment tern, the Use Rights for the current version apply to the use of the earlier version. If the eailier Product version includes features that are not in the new version, then the Use Rights applicable to the earlier version apply with respect to those features. e. New Version Rights under Software Assurance. Enrolled Affiliate must order and maintain continuous Software Assurance coverage for each License ordered. With Software Assurance coverage, Enterprise automatically has the right to use a new version of a licensed Product as soon as it is released, even if Enrolled Affiliate chooses not to use the new version immediately. (1) Except as otherwise permitted under an Enrollment, use of the new version will be subject to the new version's Use Rights. (ii) If the License for the earlier version of the Product is perpetual at the time the new version is released; the License for the new version will also be perpetual. Perpetual Licenses obtained through Software Assurance replace any perpetual Licenses for the earlier version. f. License confirmation. This Agreement. the applicable Enrollment, Enrolled Affiliate's order confirmation, and any documentation evidencing transfers of perpetual Licenses, together with Proof of payment, will be Enrolled Affiliate's evidence of aN Licenses obtained under an Enrollment. EA20I8Agr(US)SLG(ENGI(Naa2016) Pane 3 of 11 r Uouvnent X20.10209 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 entity or an operating division, (2) a privatization of an Affiliate or an operating division of Enrolled Affiliate or any of its Affiliates, or (3) a consolidation including a merger with a third party that has an existing agreement or Enrollment; Microsoft will work with Enrolled Affiliate in good faith to deleimine how to accommodate its changed circumstances in the context of This Agreement, 4. Making copies of Products and re -imaging rights. a. General. Enrolled Affiliate may make as many copies of Products, as it needs to distribute them within the Enterprise. Ci5pies MUM be true and complete (including copyright and trademark notices) from mastencopies 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 notify 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. Copies for trainingfevaluation and back-up. For all Products other than Online Services, Enrolled Affiliate may: (1) use by 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 in the Use Rights. c. Right to re -image, In certain cases, re -imaging is permitted using the Product media. If the Microsoft Product is licensed (1) from an original equipment manufacturer (OEM), (2) as a frill packaged Product through a retail source, or (3) under another Microsoft program, then media provided under this Agreementimay generally be used to create images for use in place of copies provided through that separate source. This right is conditional upon the following: (i) Separate Licenses must be acquired from the separate source for each Product that is re - imaged. (ii) 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 the re-irnaged Product permitted remains the same. NO Except for copies of an operating system and copies of Products licensed Linder another Microsoft program, the Product type (e,g... Upgrade or full License) re -imaged inust be identical to the Product type licensed from the separate source. (iv) Enrolled Affiliate must adhere to any Product -specific processes or requirements for re - imaging identified in the Product Terms. Re -imaged Products remain subject to the terms and use rights of the License acquired from the separate source. This subsection does not create or extend any Microsoft warranty or support obligation. ' S. Transferring and reassigning Licenses. a. License transfers. License transfers are not permitted, except that Customer or an Enrolled Affiliate may transfer only fully -paid perpetual Licenses to: (i) an Affiliate, or (ii) a third party solely in connei:tion with the transfer of hardware or employees to whorl the Licenses have been assigned as part of (A) a privatization of an Affiliate or agency or of an I-A201fi+gr(US)SLG(EtJ,}(NOV2010) r Page of 11 Uncuron 0 X20-10209 operating division of Enrolled Affiliate or an Affiliate. (B) a reorganization, or (C) a consolidation. Upon such transfer, Customer'or Enrolled Affiliate must uninstall and discontinue using the licensed Product and render any copies unusable. b. Notification of License Transfer. Enrolled Affiliate must notify Microsoft of a License transfer by completing a license transfer form, which can be obtained from htto:/www.nnicrosafl.con'I/I:censinotrolltrncts and sending the completed form to Microsoft before the License transfer. No License transfer will be valid unless Enrolled Affiliate provides to the transferee, and the transferee accepts in writing, documents sufficient to enable the transferee to ascertain the scope, purpose and limitations of the rights granted by Microsoft under the licenses being transferred (includingthe applicable Use Rights, use and transfer restrictions, warranties and limitations of liability). Any License transfer not made in compliance with this section will be void, i c. Internal Assignment of Licenses and Software Assurance. Licenses and Software Assurance must be assigned to a single user or device within the Enterprise. Licenses and Software Assurance may be reassigned within the Enterprise as described in the Use Rights. 6. Term and termination. a. Term. The tern of this Agreement will be 36 full calendar months from the effective date unless terminated by either party as described below. Each Enrollment will have the term provided in that Enrollment. b. Termination without cause. Either party may terminate this Agreement, without cause, upon 60 days' written notice. In the event of termination, new Enrollments will not be accepted, but any existing Enrollment will continue for the term of such Enrollment and will continue to be governed by this Agreement. c. Mid-term termination for non appropriation of Funds. Enrolled Affiliate may terminate this Agreement or an Enrollment without liability, penalty or further obligation to make payments if funds to make payments under the Agreement or Enrollment are not appropriated or allocated by the Enrolled Affiliate for such purpose. d, Termination for cause. Without limiting any other remedies it may have, either party may terminate an Enrollment if the other party materially breaches its obligations under this Agreement, including any obligation to submit orders or pay invoices. Except where the breach is by its nature not curable within 30 days, the terminating party must give the other party 30 days' notice of its intent to terminate and an opportunity to cure the breach, If Microsoft gives Such notice to an Enrolled Affiliate, Microsoft also will give 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 Microsoft, and Microsoft may terminate the former Affiliate's Enrollment. If an Enrolled Affiliate terminates its Enrollment as a result of a breach by Microsoft, or if Microsoft terminates an Enrollment because 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 terminates 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- L�ppropriation of funds., then the Enrolled .Affiliate will have the following options: (i) It may immediately pay the total remaining amount due, including all installments, in which case, the Enrolled Affiliate will Have perpetual rights for all Licenses it has ordered; or I FA2O16Agi{US1:iLYitEPlGlthh�f'U161 � r�ayr:5 Ur 11 r r)n(:wnenl X20-10209 (it) It may pay only amounts due as of the termination date. in which case the Enrolled Affiliate will have perpetual Licenses for: 1) all copies of Products (including the latest version of Products ordered tinder SA coverage in the current term) for which payment has been made in full, and 2) the number of copies of Products it has ordered (including the latest version of Products ordered under Software Assurance coverage in current term) that is proportional to the total of installment payments paid versus total amounts due (paid and payable) if the early termination had not occurred. (iii) In the case of early termination under subscription Enrollments, Enrolled Affiliate will have the following options: -1) For eligible Products, Enrolled Affiliate may obtain perpetual Licenses as described in the section of the Enrollment titled "Buy-out option," provided that Microsoft receives the buy-out order for those Licenses within 60 days after Enrolled Affiliate provides notice of termination. 2) In the event of a brew) by Microsoft, if Customer chooses not to exercise a buy-out option, Microsoft will issue Enrolled Affilaite a credit for any amount paid in advance for Subscription Licenses that the Enterprise will not be able to use to do the termination of the Enrollment. 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 (i) Enrolled Affiliate must order Licenses for all copies of Products it has run for which it has not previously submitted an order. Any and all unpaid payments for any order of any kind remain due and payable. Except as provided ill the subsection titled "Early termination," all unpaid payments for Licenses immediately become due and payable, (it) Enrolled Affiliate's right to Software Assurance benefits under this Agreement ends if it does not renew Software Assurance. g. Modification or termination of an Online Service for regulatory reasons. Microsoft may modify or terminate an Online Service where there is any current or future government requirement or obligation that: !(1) subjects Microsoft to any regulation or requirement not generally applicable to businesses operating in the jurisdiction; (2) presents a hardship for Microsoft to continue operating the Online Service without modification; andior (3) causes Microsoft to believe these terms or the Online Service may conflict with any such requirement or obligation. i h. Program updates. 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 the time of an Enrollment renewal. . 7. Use, ownership, rights, acid restrictions. 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 the terms of the applicable supplemental agreement. b. Fixes. Each Fix is licensed under the same terms as the Product to which it applies. If a Fix is not provided 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 L•AQ0I(3Agr(US)SLGtE.IG)lNov2L�161 fate G of 11 r Docrimernf X20.10211A d. Restrictions. Enrolled Affiliate must not (and is not licensed to) (1) reverse engineer, decompile, or disassemble any. Product or Fix; (2) install or use non -Microsoft software or technology in any way that would subject ivticrosoft's intellectual property or technology to any other license terms; or (3) work around any technical limitations in a Product or Fix or restrictions in Product documentation. Customer must not (and is not licensed to) O separate and run parts of a Product or Fix on more than one device, upgrade or downgrade parts of a Product or Fix at different times, or transfer parts of a Product or Fix separately; or (it) distribute, sublicense, rent, lease, lend any Products or Fixes, in whole or In part, or use them to offer hosting services to a third party.' e. Reservation of rights. Products and Fixes are protected by copyright and other intellectual property rights laws and interriational treaties. Microsoft 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 device do not give Customer any right to implement Microsoft patents or other Microsoft intellectual property in the device itself or in any other software or devices. B. Confidentiality. "Confidential Information' is non-public information that is designated "confidential" or that a reasonable person should understand is confidential, including Customer Data. Confidential Information does not include information that (a) becomes publicly available without a breach of this agreement, (b) the receiving party received lawfully from another source without a confidentiality obligation. (c) is independently developed, or (d) is a comment or suggestion volunteered about the other party's business. products or services. Each party will take reasonable steps to protect the other's Confidential Information and will use the other party's Confidential Information only for purposes of the parties' business relationship. Neither party will disclose that Confidential Information to third parties, except to its employees, Affiliates, contractors, advisors and consultants ('Representatives") and then only on a need -to -know basis under nondisclosure obligations at least as protective as this agreement. Each party remains responsible for the use of the Confidential Information by its Representatives and, in the event of discovery of any unauthorized use or disclosure, must promptly notify the other party. A party may disclose the others Confidential Information if required bylaw; but only after it notifies the other party (if legally permissible) to enable the other party to seek a protective order. Neither party is required to restrict work assignments of its Representatives who have had access to Confidential Information. Each party agrees that the use of information retained in Representatives' unaided memories in the development or deployment of the -parties' respective products or services does not create liability under this Agreement or trade secret law, and each party agrees to limit what it discloses to the other accordingly. 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. i 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 (ii) will be subject to the privacy terns specified in the Use Rights. Microsoft will abide by the requirements of European Economic Area and Swiss data protection FA201GArritUs)s1 G(lcN(,)(Nov20Hil Pare 7 of t l Document X20.10209 law regarding the collection, use, transfer, retention, and other processing of personal data from the European Economic Area and Switzerland, c, U.S. export, Products and Fixes are subject to U.S. export jurisdiction. Enrolled Affiliate must comply with all applicable international and national laws, including the U.S. Export Administration Regulations and' International Traffic in Alms Regulations, and end -user, end use and destination restrictions issued by U.S. and other governments related to Microsoft products, services and technologies. 10. Warranties. a, Limited warranties and remedies. (t) Software. Microsoft warrants that each version of the Software will perform substantially as described in the applicable Product documentation for one year from the date the Enterprise is first licensedifor that version, If it does not and the Enterprise notifies Microsoft within the warranty term, then Microsoft will, at its option (1) return the price Enrolled Affiliate paid for the Software license, or (2) repair or replace the Software, (if) Online Services, fvlicrosofi warrants that each Online Service will perform in accordance with the applicable SLA during the Enterprise's use. The Enterprise's remedies for breach of this warranty are in the SLA, The remedies above are the Enterprise's sole remedies for breach of the warranties in this section. Customer waives any breach of warranty claims not made during the warranty period. b. Exclusions. The warranties in -this agreement do not apply to problems caused by accident, abuse, or use in a manner inconsistent with this Agreement, including failure to meet minimum system requirements. These warranties do not apply to free, trial, pre-release, or beta products, or to components of Products that Enrolled Affiliate is permitted to redistribute. c. Disclaimer. Except for the'lirnited warranties above, Microsoft provides no other warranties or conditions and disclaims any other express, implied, or statutory warranties, including warranties of quality, title, non -infringement, merchantability, and fitness for a particular purpose. 11. Defense of third party claims. The parties will defend each other against the third -party claims described in this section and will pay the amount of any resulting adverse final judgment or approved settlement, but only if the defending party is promptly notified in writing of the claim and h'as 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 party will reimburse the other party for reasonable out-of-pocket expenses it incurs in providing assistance. This section describes the parties' sole remedies and entire liability for such claims. 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 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) misappropriates a trade secret or directly infringes a patent, copyright, trademark or other proprietary right of a third party. If Microsoft is unable to resolve a claim of infringement under commercially reasonable terms, it may, at its option, either (I) modify or replace the Product or Fix with a functional equivalent; or (2) terminate Enrolled Affiliate's license and refund any prepaid license fees (less depreciation on a five-year, straight-line basis) for perpetual licenses and any amount paid for Online Services for any usage period after the termination date. Microsoft will not be liable for any claims or damages due to Enrolled Affiliate's continued use of a Product or Fix after being notified to stop due to a third -party claim. b, By Enrolled Affiliate. To the extent permitted by applicable lacy, Enrolled Affiliate will defend Microsoft against any third -party claim to the extent it alleges that: (1) any Customer Data or r EA201 C,Agr(US.ISLG(ENG)(Wov2tl16.) I Pape 8 of I 1 Oucument x20.10200 non -Microsoft software hosted in an Online Service by Microsoft on Enrolled Affiliate's behalf misappropriates a trade secret 'or directly infringes a patent, copyright, trademark, or other proprietary right of a third patty; or (2) Enrolled Affiliate's use of any Product or Fix, alone or in combination with anything else, violates the lase or damages a third party. 12. Limitation of liability, For each Product, each party's maximum, aggregate liability to the other under this Agreement is limited to direct damages finally awarded in an amount not to exceed the amounts Enrolled Affiliate was required to pay for the applicable Products during the Iteml 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 claim will not exceed the amount Enrolled Affiliate paid for the Online Service during the 12 months before the incident, b. Free Products and Distributable Code, For Products 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 US55,000. c. Exclusions. In no event will either party be liable for indirect, incidental, special, punitive, or consequential damages, or for loss of use, loss of business information, loss of revenue, or interruption of business, howevdr caused or on any theory of liability. cl. Exceptions. No limitation or exclusions will apply to liability arising out of either party's (1) confidentiality obligations (except for all liability related to Cuslomer Data, which will remain subject to the limitations and exclusions above); (2) defense obligations; or (3) violation of the other party's intellectual property rights. i 13. Verifying compliance. a. Right to verify compliance. Enrolled Affiliate must keep records relating to all use and distribution of Products by Enrolled Affiliate and its Affiliates. Microsoft has the right, at Its expense, to the extent permitted by applicable law, to verify compliance with the Product's license 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, sublieenses, or distributes to third parties. Enrolled Affiliate agrees to complete Microsoft's self -audit process, which Microsoft may require as an alternative to a third party audit. b. Remedies for non-compliance. If verification or self -audit reveals any unlicensed use or distribution, then within 30 days, (1) Enrolled Affiliate must order sufficient Licenses to cover that use or distribution, and (2) if unlicensed use or distribution is 5% or more, Enrolled Affiliate must reimburse Microsoft for the cost Microsoft has incurred in verification and acquire the necessary additional licenses at 125%n 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 to actual install base. if there is no unlicensed use, Microsoft will not subject Enrolled Affiliate tolanother 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 law. c. Verification process. Microsoft will notify Enrolled Affiliate at least 30 days in advance of its intent to verify Enrolled Affiliate's compliance with the license terins 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. EA2111FiA.41 (uS)SLt'3(1:_-NG)(NOV2016) pagn A of 'I I Oceumenl X20• 102n9 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 be in writing and will be treated as delivered on the date shown on the return receipt or on the courier or fax confirmation of delivery. Microsoft may provide information to Enrolled Affiliate about upcoming ordering deadlines, services, and subscription information in electronic form, including by email to contacts provided by Enrolled Affiliate. Emails will. be treated as delivered on the transmission date. 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 time to lime in accordance with the terms of this Agreement. Any conflicting terms and conditions contained in an Enrolled Affiliate's purchase order will not apply. Microsoft may require Customer to sign a new agreement or an amendment before an Enrolled Affiliate enters into an Enrollment under this agreement. [ f_ Assignment. Either party may assign this Agreement to an Affiliate, but must notify the other party in writing -of the assignment. Any other proposed assignment must be approved by the non -assigning party in writing. Assignment will riot relieve the assigning party of its obligations under the assigned agreement Any attempted assignment without required approval will be void. t g. Applicable taw; dispute resolution, The terms of this Agreement will be governed by the laws of Customer's state, withot.rt giving effect to its conflict of laws. Disputes relating to this Agreement will be subject to applicable dispute resolution laws of Customer's state. h. Severablifty. If any provision in this 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 terra of the Agreement, t. Management and Reporting. Customer and/or Enrolled Affiliate may manage account details (e.g., contacts; orders, Licenses, software downloads) on Microsoft's Volume Licensing Service Center (" VLSC") web site (or successor site) at: htfrrs.l;wy.Fw nl;crosoftcomllicensinqlservn:ecenter. Upon the effective tate of this Agreement and any Enrollments, the contact{s) identified for this purpose will be provided access to this site and rnayauthorixe additional users and contacts. rn. 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 0►e following order from highest to lowest priority: (1) this Enterprise Agreement, (2) any Enrollment, (3) the Product Terms, (4) the Online Services Terms, (5) orders submitted underthis Agreement, and (6) any other documents in this Agreement, Tetras in an arttendrnerit control over the amended document and any prior amendments concerning the same subject matter, FA201 [inyr(uS)SLGi;ErJGi(NLN:2o16) i r'atge 10 of 1 r Document X20 14201J I I n. Free Products. It is Microsoft's intent that the terms of this Agreement and the Use Rights be in compliance with all applicable federal law and regulations. Any free Product provided to Enrolled Affiliate is for the sole itse and benefit of the Enrolled Affiliate, and is not provided for use by or personal benefit of any specific government employee. o. Voluntary Product Accessibility Templates. Microsoft supports the government's obligation to provide accessible technologies to its citizens with disabilities as required by Section 508 of the Rehabilitation Act of 1973, and its state law counterparts. The Voluntary Product Accessibility Templates (VPATs") 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 httt Itwr vi.microsoff.corn!enable. p. Natural disaster. In the event of a "natural disaster," Microsoft may provide additional assistance or rights by posting them on littn:Y%m. w microsoft.00m at such time. q. Copyright violation. Except -as set forth in the section above entitled "Transferring and reassigning Licenses", the Enrolled Affiliate agrees to pay for, and comply with the terms of this Agreement and the Use Rights,'for the Products it uses. Except to the extent Enrolled Affiliate is licensed under this Agreement, it will be responsible for its breach of this contract and violation of Microsoft's copyright in the Products, including payment of License fees specified in this Agreement for unlicensed use. r f.A20tuActr(US)SLGr.;-1G1(Nav20l0) Page 11 of r r � Ih;ruintenl Y.2a�1C2[}g o ' Microsoft Vr�lt- M(r i_icPr7sing Supplemental Contact Information Form This form can be used in combination with MBSA, Agreement, and Enrollment/Registration. However, a separate form must be submitted for each enrollment/registration, when more than one is submitted on a signature form. For the purposes of this form, 'entity" can mean the signing entity, Customer, Enrolled Affiliate, Government Partner, Institution, or other party entering into a volume licensing program agreement. Primary aiid Notices contacts in this form will not apply to enrollments or registrations. This form applies to: ❑ MBSA Z Agreement ❑ Enrolhment/Affriliate Registration Form Insert primary entity name if more than one EnrolirnentlRegistration 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 rrlust be completed for each section. By providing contact information, entity consents to its use for purposes of administering the Enrollment by Microsoft and other parties that help `Microsoft administer this Enrollment. The personal information provided in connection with this agreement will be used and protected according to the privacy statement available at httns:illicensinq .m rcrosolt.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 Funderliurk Contact email address* RFunderburk.>7a"rivco.org Street address` 3450 14th Street, 4th Floor City* Riverside State/Province* California !Postal code* 92501-3861 Country* USA Phone" 951-955-2265 Fax 1 ❑ This contact is a third party (not the entity). Warning: This contact receives personally identifiable information of the entity. 2. Software Assurance manager. This contact will receive online permissions to manage the Software Assurance benefits under the Enrollment or Registration. Name of entity* County of Riverside Contact name`: First Regina Last Funderburk Contact email acidress` RFunderburkCrivco.org Street address* 3450 14th Street, 4th Floor: City"Riverside StatelProvince* California `Postal code* 92501-386,1 r SupC��rr�cll�fnForrn(PJA,I:Jp)iEMCifClrt2t1131 Page i of 3 Country" USA Phone* 951-955-2265 Fax ❑ This contact is a third party (not the entity). Warning: This contact receives personally identifiable information of the entity. 3. Subscriptions manager. This contact will assign WON, Expression, and TechNet Plus subscription licenses to the individual subscribers under this Enrollment or Registration. Assignment of the subscription licenses is necessary for access to any of the online benefits, such as subscription downloads. This contact will also manage any complimentary or additional media purchases related to these subscriptions. Name of entity* County of Riverside Contact name*: First Regina Last FUnderburk Contact email address' RFunderburk a rivco.orq Street address* 3450 14th Street, 4th Floor _ City* Riverside State/Province' California Postal code" 92501-3861 Country* USA Phone* 951-955-2265 Fax ❑ This contact is a third party (not the entity). Warning: This contact receives personally identifiable information of the entity. 4. Online services manager. This c017tact will be provided online permissions to manage the online services ordered under the Enrollment or Registration, Name of entity* County of Riverside Contact name": First Luis Last Flores Contact email address* LFFlores@rivco.org Street address* 3450 14th Street, 41h Floor City" Riverside StatelProvince* California Postal code' 92501-3861 Country* USA Phone* 951-955-8114 Fax ❑ This contact is a third party (not the entity). Warning: This contact receives personally identifiable information of the entity. 5. Customer Support Manager (CSM). This person is designated as the Customer Support Manager (CSM) for support -relater) actiAties Name of entity* County of Riverside Contact name': First Luis Last Flores Contact entail address* LFFlores@rivco.org Street address* 3450 14th Street, 4th Floor City' Riverside StatelProvince* 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 primary contact. This contact receives online administrator permissions and may grant online access to others. This contact also receives all notices unless Microsoft is provided written notice of a change. Name of entity" County of Riverside Sup0ontacrroforonn(NA.lt4U)(6NG)(0c12013) Pago 2 of 3 Contact name': First Jim Last Smith Contact email address' jimsmith@rivro,org Street address' 345014th Street, 4th Floor City' Riverside State/Province• CA Postal code" 92501-3861 Country' US Phone" 951-231-5909 Fax 7. Notices contact and online administrator information. This individual receives online administrator permissions and may grant online access to others. This contact also receives all notices. ® Same as prrmary confact Name of entity' Contact name": First Last Contact email address" Street address` City" StatelProvince" Postal code" Country' Phone" Fax ❑ This contact is a third party (not the entity). Warning: This contact receives personally identifiable information of the entity. SUPCauadIIIfnF'ann(NA.,I D)fENG)(0020131 Pige 3 of 3 Microsoft Document Headersheet * This is for informational purposes only * I (MSL5-0000004275258 MSLI Tracking Number) Doc Type: Amendments Do not modify the formatting or spacing of this Form above this text Subsidiary: Account Manager Name / Alias: Country: United States LAR/LAD/ESA: Insight Direct USA, Inc. ProgramNersion EA 6 2016 (Scanning Code) ACCOUNT: County of Riverside Outsourcer Name: Business Agreement Number: Master Agreement Number: 8084445 Agreement Number: Purchase Order Number: Comments: 8/23/2019 9:42:40 PM o� microsoft Amendment to Contract Documents Volume Licensing Agicemoni Plurnt'mr eO Lq�s 004-kayleecl•S-04 This amendment ("Arnendment") is entered into between the parties identified on the attached program signature form. It amends the Enrollment or Agreement identified above. All terms used but not defined in this Amendment will have the same meanings provided in that Enrollment or Agreement. Enterprise Agreement Custom Terms CTM 1, Sccfion fa, "TcTin", is hereby amended and restated as follows: a. Term. The term of this Agreement will remain in effect unless terminated by either party as described below. Each Enrollinenl will have the form provided in that Enmilment. 2. The pricing that Microsoft will offer Enrolled Affiliale's Reseller for -Enrollments effecltve between November 1, 2019 through October 31, 2021. and that will apply for the entire initial term of such Enrollments, is as follows: , Product Price Examples Include but are not limited to Level the following": Enterprise Online Services` I-evel D P+1365 E3 and E5, Enterprise Mobility 4- (including Full USLs. from SA ininus 2% Security E.3 and E5, Office 365 Enterprise USLs, Add-ons and Step Ups) Level D+ E1 or E3, Windows 10 Enterprise E3 or E5 Office 365 Pro Plus, "findows 1D Enterprise Products Cnterprise, Core CAL Suite, Enterprise CAL Suite Additional Products Level 0 N1365 F1, M365 E5 Compliance, M365 E5 Security, Office 365 Enterprise F1, Project Online, Visio Online Plan 1 or Plan 2, Oynamirs 365, Azure, SQL Server, Windows Server, etc, Server and Tools Product Level D SharePoini Server, SO L Server, BizTalk (applies to Server and Cloud Server, Visual Studio, Core Infrastructure Enrollments only) Suites, etc. '11 lit c .ample_ inelut .r online sawn _es that are available m erti er the ccmmerual or government loud diennGS. "Qimlinjinn Fntnrprisr. Online Services are utentiGed in the r'rodur2 Tens with the rr'll artlue oi'170' in the t Ales for 'Piawurn Ava-lability'. The scopu u' flntnrprise Ualiae :services is svbje::t to change as Eaterpcse Online Services are adcled. updatedrrwvsed or,er;roved from the Intefprise pregram offering Exclusions apply to the additioinl 2%, discount nn Friterpriso Online Services as follows: Anrt:i0mculrlpir v+l a r'lfvl-CPT-UPT-FlAil( BD Rarie I a( 2 • The price list month that applies to an order is not a factor in determining whether the additional 2% discount on Enterprise Online Services rimy be applied to an order. The only applicable factor is the effective date of the Enrollment. • The discount does not apply to any extensions of the initial Tenn or renewal Enrollments. • The discount does not apply to any promotional SICUs. Enrolked Affiliate is entitled to the lower of the promotional price or discounted price. The price level that applies to Enrollrmenls effective on or after November 1, 2021 is Level D for all Products. _ The Reseller and the Enrolled Affiliate will determine the Enrolled Affiliate's actual price and payment. torms. Except for changes made by this Amendment, the Enrollment or Agreement identified above remains unchanged and in full force and effect. If there is any conflict between any provision in this Amendment and any provision in the Enrollment or Agreement identifir•:cl above., this Amendment shali control. jj This Amendment must he attached to a signature form to be valid. l I� Microsoft Internal use Only: Riverside County CA Amend 8.7.docx CTNI CTM-C;P-l--OFT-FWK I LID Amerdme iArm vn {I i CTTJ-('PT-d; P T-F IAtK OD Page � of 2 I Licensing Solution Provider Agreement Number PSA-0001527 This Licensing Solution Provider Agreement is made and entered into this 22nd day of October 2019, by and between PCMG, Inc., a Delaware corporation ("CONTRACTOR"), and the COUNTY OF RIVERSIDE, a political subdivision of the State of California, ("COUNTY"). WHEREAS, COUNTY and Microsoft Corporation ("Microsoft") have entered into that certain Microsoft Enterprise Agreement (Master Agreement No. 8084445; the "Master Agreement"), effective August 23, 2019, under which COUNTY has the ability to enter into one or more enrollments to order certain Microsoft product licenses; WHEREAS, CONTRACTOR desires to provide support to COUNTY and its Enrolled Affiliates (as defined in the Master Agreement) for said licenses under this Agreement and hereby represents that it has the skills, experience, and knowledge necessary to perform under this Agreement; and WHEREAS, COUNTY desires to accept CONTRACTOR's services under this Agreement. NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties agree as follows: This Agreement covers all enrollments for all products licensed under the Master Agreement. All terms and conditions of the Master Agreement, attached as Exhibit E of this Agreement and incorporated by reference, shall apply to the purchase of related products and services. 2. This Agreement is available for use by all government entities within the State of California (an "Enrolled Affiliate") for the duration of the Term (defined below in section 4). Enrollment documents will contain the terms and conditions specific to each entity. 3. CONTRACTOR agrees to extend the same pricing, terms, and conditions as stated in this agreement to each and every government entity in the State of California. Terms and conditions are governed by this Agreement, the Master Agreement, and the applicable enrollment documents for each entity. Entities shall make purchases in their own name, make direct payment to CONTRACTOR, and be liable directly to CONTRACTOR for all obligations. 3.1 COUNTY shall in no way be responsible to CONTRACTOR for Enrolled Affiliates' purchases and obligations. COUNTY shall in no way be responsible to other entities for their purchases or any acts or omissions of CONTRACTOR, including but not limited to product selection or implementation, services or other related matters. 3.2 CONTRACTOR shall notify Enrolled Affiliate in writing of the terms and conditions stated in Section 11. 4. This Agreement shall be effective from November 1, 2019 through October 31, 2021, unless terminated earlier (the "Term"). 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 zz2ms "3,1U Licensing Solution Provider Agreement Number PSA-0001527 officers, employees, subcontractors, agents or representatives arising out of or in any way relating to this Agreement, including but not limited to property damage, bodily injury, or death or any other element of any kind or nature. CONTRACTOR shall defend the Indemnitees at its sole expense including all costs and fees (including, but not limited, to attorney fees, cost of investigation, defense and settlements or awards) in any claim or action based upon such acts, omissions or services. 5.2 With respect to any action or claim subject to indemnification herein by CONTRACTOR, CONTRACTOR shall, at their sole cost, have the right to use counsel of their own choice and shall have the right to adjust, settle, or compromise any such action or claim without the prior consent of COUNTY; provided, however, that any such adjustment, settlement or compromise in no manner whatsoever limits or circumscribes CONTRACTOR indemnification to Indemnitees as set forth herein. 5.3 CONTRACTOR'S obligation hereunder shall be satisfied when CONTRACTOR has provided to COUNTY the appropriate form of dismissal relieving COUNTY from any liability for the action or claim involved. 6. Contractor Responsibilities: CONTRACTOR will offer the following services to each Enrolled Affiliate at no additional charge. It is the responsibility of the Enrolled Affiliate to determine which products and/or services, if any, meet their needs and communicate that to the CONTRACTOR. 6.1 Provide reports showing year to date annual spend according to Enrolled Affiliate's specifications. Frequency will be determined by each Enrolled Affiliate (monthly, quarterly, etc.). 6.2 Provide a short synopsis of why an amendment is needed and the ramification of each amendment to an enrollment at the time of such amendment. 6.3 Provide an updated price list on an annual basis or when requested by Enrolled Affiliate. 7. CONTRACTOR's Microsoft Enterprise Agreement license subscription price attached hereto as Exhibit A and service rates attached hereto as Exhibit B. 8. CONTRACTOR's Microsoft Enterprise Agreement Participation Form attached hereto as Exhibit C and incorporated herein by reference. 9. Usage Reporting: CONTRACTOR will provide to COUNTY the Licensed Support Provider (LSP) Reporting of Active Enrollments to Master Microsoft Enterprise Agreement No. 8084445, Select Plus Agreement No. 7756479, Microsoft Premier, Unified, and MCS Support services, showing a list of enrollments by February 15th of each year. Forms shall be submitted electronically to 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 (100K*.5%). RCIT will invoice the Awarded LSP annually based on the enrollments verified from the Page 2 of 11 11. 12. Licensing Solution Provider Agreement Number PSA-0001527 "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: Sharon O. Ennis 13755 Sunrise Valley Dr., Ste 750 Herndon, VA 20171-4608 COUNTY Secondary Contact: Rick Hai 2980 Washington Street Riverside, CA 92504 11.1 Should Contract Management contact information change, the CONTRACTOR shall provide written notice with the updated information to the COUNTY no later than 10 business days after the change. Termination: 12.1 COUNTY may terminate this Agreement without cause upon thirty (30) days written notice served upon the CONTRACTOR stating the extent and effective date of termination. 12.2 COUNTY may, upon five (5) days written notice terminate this Agreement for CONTRACTOR's default, if CONTRACTOR refuses or fails to comply with the terms of this Agreement or fails to make progress that may endanger performance and does not immediately cure such failure. In the event of such termination, the COUNTY may proceed with the work in any manner deemed proper by COUNTY. 12.3 CONTRACTOR's rights under this Agreement shall terminate (except for fees accrued prior to the date of termination) upon dishonesty or a willful or material breach of this Agreement by CONTRACTOR; or in the event of CONTRACTOR's unwillingness or inability for any reason whatsoever to perform the terms of this Agreement. 13. Conduct of Contractor: 13.1 The CONTRACTOR covenants that it presently has no interest, including, but not limited to, other projects or contracts, and shall not acquire any such interest, direct or indirect, which would conflict in any manner or degree with CONTRACTOR's performance under this Agreement. The CONTRACTOR further covenants that no person or subcontractor having any such interest shall be employed or retained by CONTRACTOR under this Agreement. The CONTRACTOR agrees Page 3 of 11 Licensing Solution Provider Agreement Number PSA-0001527 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 Licensing Solution Provider Agreement Number PSA-0001527 (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 parties. IN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute this Agreement. COUNTY OF RIVERSIDE, a political PCMG, Inc., a Delaware Corporation subdivision of the State of California Kevin Jeffries, Chairman Sharon O. Ennis, Senior Vice President Board of Supervisors OCT 2 2 2019 Dated: Dated: October 9, 2019 ATTEST: Kecia Harper Clerk of the Board By: eputy mow Dqo� APPROVED AS TO FORM: Gregory P. Priamos County Counsel By: Susanna Oh, Deputy County Counsel Page 5 of 11 OCT 2 2 2019 1(..r Licensing Solution Provider Agreement Number PSA-0001527 Exhibit A Microsoft Enterprise license subscription and services Line Description Price Level Markup % Enterprise Online Services" (including Full USLs, From SA USLs, I Add-ons and Step Ups) M365 E3 and E5, Enterprise Mobility + Level D 2.00 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 2.00 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 2.00 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 2.00 Core Infrastructure Suites, etc. 5 All products for Select Plus Agreement No.7756479. 2.00 6 Microsoft Premier Support 2.00 7 Microsoft Unified Support Services 2.00 8 Microsoft Consulting Services 2.00 Page 6 of 11 Licensing Solution Provider Agreement Number PSA-0001527 Exhibit B License Support Provider (LSP) service rates Line Description Certified Competency Yes/No Hourly Rate Data and Artificial Intelligent 1 Build Intelligent Apps No $185 2 Build Intelligent Agents No $200 3 1 Machine Learning No $200 4 Internet of Thins No $185 5 Globally distributed data No $190 6 OSS Databases No $190 7 Cloud Scale Analytics Yes $190 8 Data Platform Modernization to Azure Yes $190 9 Windows Server on Azure Yes $190 10 Security & Mana ement Yes $195 11 Datacenter Migration Yes $190 12 Modern Business Intelligence Yes $200 Biz Apps 1 Customer Service No $175 2 Field Service No $175 3 Marketing No $175 4 Talent No $180 5 Finance and Operations No $185 6 Business Central No $185 7 Power Apps No $190 8 Power BI Yes $190 Apps and Infrastructure I Azure Stack No $200 2 High Performance Compute Yes $190 3 Cloud Native Apps using Serverless Yes $190 4 Modernize Apps Yes $195 5 SAP on Azure No $185 6 Linux on Azure No $1'85 7 Dev O s No $190 8 Business Continuity & Disaster Recover Yes $190 9 Windows Server on Azure Yes $190 10 Security & Management Yes $195 11 Datacenter Migration Yes $190 Page 7 of 11 Licensing Solution Provider Agreement Number PSA-0001527 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 $195 3 GDPR & Compliance Yes $190 4 Teamwork Yes $195 5 Calling & Meetings Yes $195 6 Modern Desktop Yes $185 7 Office 365 Migration Assistance Yes $180 7a Mail Yes $180 7b Teams Yes $195 7c SharePoint No $200 7d OneDrive No $195 Page 8 of 11 Licensing Solution Provider Agreement Number PSA-0001527 Exhibit C Microsoft LSP Participation Form RAVE ROGERS iENNIFER HILBER, ACID Assistant Chief Executive Officer Enterprise Applications Bureau Chief information Officer GUSTAVO VAZQUEZ, ACID Converged Communications Bureau JIM SMITH Public Safety Enterprise Communications Chief Technology Officer GIL MEJIA, ACID Technology Services Bureau Microsoft LSP Participation Form (RFQ #RIVCO-2020-RFQ-0000048 Attachment 3) Complete this form and return to: Payment should be made to: Riverside County Information Technology Attention: Rick Hai 3460 14th Street, Fourth Floor E-mail: R84i@rivcQ.org Riverside, CA 92501 County of Riverside TIN #: 95-6000930 Company Name: PCMG, Inc. Name: Sharon O. Ennis Title: Senior Vice President Address: _13755 Sunrise Valley Drive Suite 750 City: Hemdon Zip Code:20171 Telephone #: 800-625-5468 Fax #:703-378-4464 Email: contract(apcina.com The County of Riverside is the host of the Microsoft Master Agreement No, 8084445. All questions regarding the products and Lensing 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-RF"000048 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., 09/17/2019 S' to a Date Sharon O. Ennis Senior Vice President Printed Name Title Page 9 of 11 Licensing Solution Provider Agreement Number PSA-0001527 Exhibit D Microsoft LSP Reporting of Active Enrollments Form LSP Name Company name RIVCO Contract ID RIVCO-20800-OOx-xx/xx Microsoft Agreement Numbers O1E69633, 01E73134, AND NEW Master Enrollment Enrollmen t Number: Enrollment Entity: Start Date: End Date: Annual Spend Enrollment Contact: Enrollment Contact Email: Enrollment Contact Tel: 8084445 87654321 Riverside County Information Technology 1/01/1 2 1213111. 6 645,000.00 John Doe John. Doe riverside.or 951-555-1212 Page 10 of 11 Licensing Solution Provider Agreement Number PSA-0001527 Exhibit E Master Agreement Attached include the followings: 1) Signature Form 2) Microsoft Enterprise Agreement 3) Microsoft Enterprise Agreement Amendment Page 11 of 11 Microsoft Document Headersheet * This is for informational purposes only * MS5-0000004275258 (MSLI Tracking Number) Doc Type: Signature Form 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 Manager Name / Alias: (Scanning Code) ACCOUNT: County of Riverside 1, Outsourcer Name: Business Agreement Number: Master Agreement Number: 8084445 Agreement Number: Purchase Order Number. Comments: 8/23/2019 9:42:66 PM S O a Microsoft Program Signature Form MBAIMP-9A number AyrPemew number g aBifq4S VOILIme Licensing 004-kayleed-S-04 Noto; Enter the applicable active numbers nssociated 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 rind the Microsoft Affiliate signing, as of the effective date identified below. .:K .. ,�'�C` 'Tl�. a. (;`! 5�� K•f!;_:,.'i. R,Ca -1!r .t Enterprise Agreement X20-10209 <Choose A reement> Document Number or Code Choose A rcement> Document Number or Code <Choose Agreemenl> _ _ <Choose Agreement> <Choose EnroIlrnentlRe giitration> Document Number or Code Document Number or Code_ Document Number or Code <Choose Enrollment/Re isiration> Document Number or Code <Choose EnrollmentlRe istration> I Document Number or Code <Choose Enrollment/Re istration> Document Number or Code <Choose Enrollment/Registration> _ Amendment to Contract Documents Document Number or Code CTM-CPT-OPT-FWK (new) r j ------ — 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 (21 agree to be bound by the terms of all such documents. f{•', _ ! rU�ryi+ •�'" l � •` WiAi/iiiif �~�!'r�? �i� Name of Entity/ (M tt b , le, le I e tity name1 )` County of Riverside Slgnatllre` r1/d'�t`�%-i'• _-..._r Printed First and LastName' Printed Title 5 r PAOC(Ar-etlll.etlr Signature Date' D 8 2 �� a✓r c, Tax ID nrvwart-� rrrfu�reu Hero i r Prw�ramSiynFa!rn{A4SSigr.?tMA,LatArraExaNA,MLI,ENG}(AuyZOt•li RayC rOIZ . - • ._ ..+�,.2i... •.,.,crash rt•:. Microsoft Corporation Signature �® �icoft Printed First and Last Name mlemsoft Corp ration i Printed Title AUG 2 3J019 Signature Date (date bticWsoft Affiliate couAte(sir,,is)ChaI riC6 raft Agreement Effective Date j �)Authorize o ot•et ottf of (may be 6fferen'. Dian miauvift s smineture c1ale) pQI O �ctosoft C Optional 2nd Customer signature or Outsourcer signature (if applicable) Customer Name of Entity (must be legal entity name)" Signature" Printed First and Last Name" Printed Title i i Signature Date' ' indicates required field Name of Entity (must be legal entity name)" Signature" Printed First and Last Name' Printed Title / Signature Date" , 'indicares required fiell ~"— i If Customer requires physical media, additional contacts, or is reporting multiple previous Enrollments, include the appropriate form(s) with this signature form. After this signature form is signed by the Customer, send it and the Contract Documents to Customer's channel partner or Microsoft account manager, who must submit them to the following address. When the signature form is fully executed by Microsoft, Customer will receive a coil fir-mali on copy. Microsoft Corporation Dept, 551, Volume Licensing 6100 Neil Road, Suite 210 Rena, Nevada 69511•1'l37 USA I ProtrrirnSiyir,rorm(.M,3Siln)(NA.1 acAni):xRRA.t.tt !(ENGI(Aug2Ot•t) Pale 2 of 2 I Microsoft Document Headersheet * This is for informational purposes only * I I I (MSL5_0000004275258 MSLI Tracking Number) i i Doc Type: Agreement Do not modify the formatting or spacing of this Form above this text Subsidiary: Account Manager Name / Alias: Country: United States LAR/LAD/ESA: Insight Direct USA, Inc. I ProgramNersion EA 6 2016 r (Scanning Code) ACCOUNT: County of Riverside Outsourcer Name: Business Agreement Number: Master Agreement Number: 8084445 Agreement Number: Purchase Order Number: I Comments: I I 8/23/2019 9:42:31 PM i o` micl`t1selft I Volume 1-icensing Enterprise Agreement State and Local Not for Use. with FAicrosofl Business Agreement or Mir,:ri bsnfl Businrrsv ar'ti Seivices Aoreumenl This Microsoft Enterprise Agreement ('Agrdement') is entered into between the entities identified on the signature form. I Effective date. The effective date of this Agreement is the earliest effective date of any Enrollment entered into under this Agreement or the date Microsoft accepts this Agreement, whichever is earlier. This Agreement consists of (1) these Agreement terms and conditions, including any amendments and the signature form and all attachments identified`therein, (2) the Product Terms applicable to Products licensed under this Agreement. (3) the Online Services Terms, (4) any Affiliate Enrollment entered into under this Agreement, and (5) any order submitted under this Agreement. Please note: Documents referenced in this Agreement but not attached to the signature form may be found at htto./fwww.microsoft. cornlice nsinn/contFacts and are incorporated in this Agreement by reference, including the Product Terms and Use (fights. These documents may contain additional terms and conditions for Products licensed under this Agreement and may be changed from time to time. Customer should review such documents carefully, both at the time of signing and periodically thereafter, and fully understand all terms and conditions applicable to Products licensed. Terms and Conditions 9. Definitions. "Affiliate" means with regard to Customer, (1) 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 Custorer, or which supervises Customer or of which Customer is a part, or which is under common supervision with Customer; (it) 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 state jurisdiction and geographic boundaries; and (Iii) any other entity in Customers state expressly authorized by the laws of Customer's state to purchase under state contracts; provided that a state and its Affiliates shall not, for purposes of this definition, be considered to be Affiliates of the federal government and its Affiliates: and ' b, with regard to Microsoft, any legal entity that Microsoft owns, that owns Microsoft, or that is under common ownership with Microsoft, "Customer' rneans 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 for 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. HA2A16Ari(US)41.G(f rP16)(Nov2c+r6) Prue r of r I uocurient X20-102rlr "Enrollment" means the document that an Enrolled Affiliate submits under this Agreement to place orders for Products. "Enterprise" means an Enrolled Affiliate and the Affiliates for which it is responsible and chooses on its Enrollment to include in its enterprise. "Fixes' means Product fixes, modifications or enhancements, or their derivatives, that Microsoft either releases generally (such as Product service 1packs) 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 Services" means the Microsoft -hosted services identified as Online Services in the Product Terms. "Online Services Terms' means the additional terms that apply to Customer's use of Online Services Published on the VOILrme Licensing Site and'updated frorn time to time. "Product" means all products identified in the Product Terms, such as all Software, Online Services and other web -based services, including pre-release or beta versions. "Product Terms" means the document that provides information about Microsoft Products and Professional Services available through volume licensing. The Product Terms document is published on the Volume Licensing Site and is updated frorn time to time. "SLA" means Service Level Agreement, which specifies the minimum service level for Online Services and is published on the Volume Licensing Site. "Software" means licensed copies of Microsoft software identified on the Product Terms. Software does not include Online Services, but 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 ascertainable to the public, has economic value as a result, and has been subject to reasonable steps under the circumstances to maintain its secrecy. I "use" or "run" means to copy, install, use, access, display, run or otherwise interact. "Use Rights" means the use rights or terns of service for each Product published on the Volume Licensing Site and updated from time to time. The Use Rights supersede the terms of any end user license agreement that accompanies a Product. The Use Rights for Software are published by Microsoft in the Product Terms. The Use Rights for Online Services are published in the Online Services Terms, "Volume Licensing Site" means httn'/,'w -. microsoft.comllir-,ensino/contracts or a successor site. ' 2. How the Enterprise program works. a. General. The Enterprise program consists of the terms and conditions on which an Enrolled Affiliate may acquire Product Licenses. Under the Enterprise program, Customer and its Affiliates may order Licenses forl Products by entering into Enrollments. b. Enrollments. The Enterprise program gives Customer andlor its Affiliates the ability to enter into one or more Enrollments to -order Products. Subscription Enrollments may be available for some of these Enrollments. Notwithstanding any other provision of this Agreement, only 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 reference in that Enrollment. FA71?rGA✓jr((rS)til G(F.N(3)(Nov2r)16) Page 2 dl 11 Document x20• 1 n2a9 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. a. License Grant. Microsoft grants the Enterprise a non-exclusive, 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 Agreement. b. Duration of Licenses. Subscription Licenses and most Software Assurance rights are temporary and expire rlhen the applicable Enrollment is terminated or expires; unless the Enrolled Affiliate exercises a buy-out option, which is available for some SUbscriplicin Licenses. Except as otherwise noted in the applicable Enrollment or Use Rights, all other licenses become perpetual only when all payments for that License have been made and the initial Enrollment term has expired. c. Applicable Use Rights. i (i) Products (other than Online Services). The Use Flights h effect on the effective date of the applicable Enrollment term will apply to Enterprise's use of the version 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 flights for a particular version will not apply unless the Enrolled Affiliate chooses to have those changes apply. The Use Rights applicable to perpetual Licenses that were acquired under a previous agreement or Enrollment are determined by the Agreement or Enrollment under which they were acquired. Renewal of Software Assurance does not change which Use Rights apply to those Licenses. (11) Online Services, For Online Services, the Use Rights in effect on the subscription start date will apply for the subscription term as defined in the Product Terms. d. Downgrade rights. Enrolled Affiliate may use air earlier version of a Product other than Online Services than the version that is current on the effective date of the Enrollment. For Licenses acquired in the current Enrollment tern, the Use Rights for the current version apply to the use of the earlier version. If the eailier Product version includes features that are not in the new version, then the Use Rights applicable to the earlier version apply with respect to those features. e. New Version Rights under Software Assurance. Enrolled Affiliate must order and maintain continuous Software Assurance!coverage for each License ordered. With Software Assurance coverage, Enterprise automatically has the right to use a new version of a licensed Product as soon as it is released, even if Enrolled Affiliate chooses not to use the new version immediately. (1) Except as otherwise permitted under an Enrollment, use of the new version will be subject to the new version's Use Rights. (ii) If the License for the earlier version of the Product is perpetual at the time the new version is released; the License for the new version will also be perpetual. Perpetual Licenses obtained through Soffvvare Assurance replace any perpetual Licenses for the earlier version. f. License confirmation. This Agreement. the applicable Enrollment, Enrolled Affiliate's order confirmation, and any documentation evidencing transfers of perpetual Licenses, together with proof of payment, will be Enrolied Affiliate's evidence of all Licenses obtained under an Enrollment. EA201BAgr(US)SLG(ENGI(Nw2016) Pam 3 al 11 I D6cument X20-10200 g, Reorganizations, consolidations and privatizations, If the number of Licenses covered by -an Enrollment changes by more than lent percent as a result of (1) a reorganization, consolidation or privatization of an entity or an operating division, (2) a privatization of an Affiliate or an operating division of Enrolled Affiliate or any of its Affiliates, or (3) a consolidation including a merger with a third 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 this Agreement. 4. Making copies of Products and re -imaging rights a. General. Enrolled Affiliate rna+j 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 mastencopies 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 notify 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. Copies for train inglevatuation and back-up. For all Products other than Online Services. Enrolled Affiliate may: (1) use by 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 copy of any licensed Product for back-up or archival purposes for each of its distinct geographic locations. Trials for Online Services maybe available if specified in the Use Rights. c, Right to re -image, In certain cases, re -imaging is permitted using the Product media: If the Microsoft Product is licensed (1) from an original equipment manufacturer (OEM), (2) as a full packaged Product through a retail source, or (3) under another Microsoft program, then media provided under this Agreementnmay generally be used to create images for use in place of copies provided through that separate source, This right is conditional upon the following'. (i) Separate Licenses must be acquired from the separate source for each Product that is re - imaged, (ii) 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 mummer of copies or instances of the re -imaged Product permitted remains the same. (ill) Except for copies of an operating system and copies of Products licensed under another Microsoft program, the Product type (e.g... Upgrade or full License) re -imaged must be identical to the Product type licensed from the separate source. (iv) Enrolled Affiliate must adhere to any Product -specific processes or requirements for re - Imaging identified in the Product Terms, Re -imaged Products remain subject to the terms and use rights of the License acquired from the separate source. This subsection does not create or extend any Microsoft warranty or support obligation. ' S. Transferring and reassigning Licenses. a. License transfers. License transfers are not permitted, except that Customer or an Enrolled Affiliate may transfer only fully -paid perpetual Licenses to: (I) an Affiliate, or (Ii) a third party solely in connection 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 L•A2016Agr(US)SLG(ENG)(Nov2010) r Page of 11 Docurnew X20.10209 operating division of Enrolled Affiliate or an Affiliate. (B) a reorganization, or (C) a consolidation. � Upon such transfer, Customer "or Enrolled Affiliate must uninstall and discontinue using the licensed Product and render any copies unusable. b. Notification of License Transfer. Enrolled Affiliate must notify Microsoft of a License transfer by completing a license transfer form, which can be obtained from htto://ww.y.nilcrosoft.clam/l:censiiiotrontrncts and sending the completed form to Microsoft before the License transfer. No License transfer Will be valid unless Enrolled Affiliate provides to the transferee, and the transferee accepts in writing, documents sufficient to enable the transferee to ascertain the scope, purpose and limitations of the rights granted by Microsoft under the licenses being transferred (includingthe applicable Use Rights, use and transfer restrictions, warranties and limitations of liability). Any License transfer not made in compliance with this section will be void. i c. Internal Assignment of Licenses and Software Assurance. Licenses and Software Assurance must be assigned to a single user or device within the Enterprise. Licenses and Software Assurance may be reassigned within the Enterprise as described in the Use Rights, 6. Term and termination. a. Term. The term of this Agreement will be 36 full calendar months from the effective date 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 event of termination, new Enrollments will not be accepted, but any existing Enrollment will continue for the term of such Enrollment and will continue to be governed by this Agreement. c, Mid-term termination for non -appropriation of Funds. Enrolled Affiliate may terminate this Agreement or an Enrollment without liability, penalty or further obligation to make payments if funds to make payments under the Agreement or Enrollment are not appropriated or allocated by the Enrolled Affiliate for such purpose. d. Termination for cause. Without limiting any other remedies it may have, either party may terminate 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 itss nature not curable within 30 days, the terminating party must give the other party 30 days' notice of its intent to terminate and an opportunity to cure the breach, If Microsoft gives such notice to an Enrolled Affiliate, Microsoft also will give 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 Microsoft, and Microsoft may terminate the former Affiliate's Enrollment. If an Enrolled Affiliate terminates its Enrollment as a result of a breach by Microsoft, or if Microsoft terminates an Enrollment because 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 terminates its Enrollment as a result of a breach by Microsoft, or (2) if Microsoft terminates an Enrollment because the Enrolled Affiliate has ceased to bean 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) Lt may immediately pay the total remaining amount dire: including all installments, in which case, the Enrolled Affiliate will have perpetual rights for all Licenses it has ordered; or r Hk2[N6Atri(Ut;1SLY;(EMf;i(hl+�VlUllj � Pays 5 of 71 r r}a:urnenl X20.10209 (Ii) It may pay only amounts due as of the termination date, in which case the Enrolled Affiliate will have perpetual Licenses for: 1) all copies of Products (including the latest version of Products ordered under SA coverage in the current term) for which payment has been made in full, and 2) the number of copies of Products it has ordered (including the latest version of Products ordered under Software Assurance coverage in current term) that is proportional to the total of installment payments paid versus total amounts due (paid and payable) if the early termination had not occurred. (iii) In the case of early termination under subscription Enrollments, Enrolled Affiliate will have the following options: . -1) For eligible Products, Enrolled Affiliate may obtain perpetual Licenses as described in the section of the Enrollment titled "Buy-out option,' provided that Microsoft receives the buy-out order for those Licenses within 60 days after Enrolled Affiliate provides notice of termination. 2) In the event of a brew ,h by Microsoft, If Customer chooses not to exercise a buy-out option; Microsoft will issue Enrolled Affilaite a credit for any amalnt 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. If. Effect of termination 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 order. Any and all unpaid payments for any order of any kind rernain due and payable, Except as provided in the subsection 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 not renew Software Assurance. y. Modification or termination of an Online Service for regulatory reasons. Microsoft may modify or terminate an Online, Service where there is any current or future government requirement or obligation that: 0) subjects Microsoft to any regulation or requirement not generally applicable to businesses operating in the jurisdiction; (2) presents a hardship for Microsoft to continue operating the Online Service without modification; and/or (3) causes Microsoft to believe these terms or the Online Service may conflict with any such requirement or obligation. h. Program updates. Microsoft may make changes to this program that will make it necessary for Customer and its Enrolled Affiliates to enter into new agreements .and Enrollments at the time of an Enrollment renewal . 7. Use, ownership, rights, and restrictions. a. Products. Unless otherwise specified in a supplemental agreement, use of any Product is governed by the Use Rights specific to each Product and version and by the terms of the applicable supplemental agreement. b. Fixes. Each Fix is licensed under the same terms as the Product to which it applies. If a Fix is not provided for a specific Product, any use rights Microsoft provides with the Fix will apply. c. Non -Microsoft software and technology. Enrolled Affiliate is solely responsible for any non - Microsoft software or technology that it installs or uses with the Products or fixes. I:A2UILiAgi(LIS)SLG(E,�tG)(Nov2LN161 page 6of it r Dorumeni X20-1 U209 d. Restrictions. Enrolled Affiliate must not (and is not licensed to) (1) reverse engineer, decompile, or disassemble any' 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 limitations in a Product or Fix or restrictions in Product documentation. Customer must not (and is not licensed to) O separate and run Paris of a Product or Fix on more than one device, upgrade or downgrade parts of a Product or Fix at different times, or transfer parts of a Product or Fix separately; or (ii) distribute, sublicense, rent, lease, lend any Products or Fixes, in whole or In part, or use them to offer hosting services to a third party.' e. Reservation of rights. Products and Fixes are protected by copyright and other intellectual property rights laws and international treaties. Microsoft reserves all rights not expressly granted in this agreement. No rights will be granted or implied by waiver or estoppel. Rights to access or use Software on a device do not give Customer any right to implement Microsoft patents or other Microsoft intellectual property in the device itself or in any other software or devices. 8. Confidentiality. "Confidential Information% is non-public information that is designated 'confidential" or that a reasonable person should understand is confidential, including Customer Data. Confidential Information does not include information that (a) becomes publicly available without a breach of this agreement, (b) the receiving party received lawfully from another source without a confidentiality obligation, (c) is independently developed, or (d) is a comment or suggestion volunteered about the other party's business. products or services. Each party will take reasonable steps to protect the other's Confidential Information and will use the other party's Confidential Information only for purposes of the parties' business relationship. Neither party will disclose that Confidential Information to third parties, except to its employees, Affiliates, contractors, advisors and consultants ('Representatives") and then only on a need -to -know basis under nondisclosure obligations at least as protective as this agreement. Each party remains responsible for the use of the Confidential Information by its Representatives and, in the event of discovery or any unauthorized use or disclosure, must promptly notify the other party. A party may disclose the other's Confidential inforrnatiort if required by law; but only after it notifies the other party (if legally permissible) to enable the other party to seek a protective order. Neither party is required to restrict work assignrrrents of its Representatives who have had access to Confidential Information. Each party agrees that the use of information retained in Representatives unaided memories in the development or deployment of the parties' respective products or services does not create liability under this Agreement or trade secret law, and each party agrees to limit what it discloses to the otheraccordingly, 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. r 9. Privacy and compliance with laws. a. Enrolled Affiliate consents to the processing of personal information by Microsoft and its agents to facilitate the subject 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 he transferred, stored and processed in the United States or any other country in which Microsoft or its service providers maintain facilities and (ii) will be subject to the privacy terms specified in the Use Rights. Microsoft will abide by the requirements of European Ec inomic Area and Swiss data protection FA2016, trItuti)st a;t1-:rrcatn1ov20rfst Pare 7 of ri i Document x20.10209 law regarding the collection, use, transfer, retention, and other processing of personal data from the European Economic: Area and Switzerland. c. U.S. export. Products and Fixes are subject to U.S. export jurisdiction. Enrolled Affiliate must comply with all applicable international and national laws, including the U.S. Export Administration Regulations and' International Traffic in Arms Regulations, and end -user, end use and destination restrictions issued by U.S. and other governments related to Microsoft products, services and technologies. 10. Warranties. a, Limited warranties and remedies. (1) Software. Microsoft warrants that each version of the Software will perform substantially as described in the applicable Product documentation for one year from the date the Enterprise is first licensed+tor that version. If it does not and the Enterprise notifies Microsoft within the warranty lenTi, then Microsoft will; at its option (1) return the price Enrolled Affiliate paid for the Software license, or (2) repair or replace the Software, f if) Online Services. Microsoft warrants that each Online Service will perform in accordance with the applicable SLA during the Enterprise's use. The Enterprise's remedies for breach of this warranty are in the SLA. The remedies above are the Enterprise's sole remedies for breach of the warranties in this section. Customer waives any breach of warranty claims not made during the warranty period. b. Exclusions. The warranties in'this agreement do not apply to problems caused by accident, abuse, or use in a manner inconsistent with this Agreement, including failure to meet minimum system requirements. These 'warranties do not apply to free, trial, pre-release, or beta products, or to components of Products that Enrolled Affiliate is permitted to redistribute. c. Disclaimer. Except for the'lirntted warranties above, Microsoft provides no other warranties or conditions avid disclaims any other express, implied, or statutory warranties, !net Lid Ing warranties of quality, title, non -infringement, merchantability, and fitness for a particular purpose. 11. Defense of third party claims. The parties will defend each other against the third -party claims described in this section and will pay the amount of any resulting adverse final judgment or approved 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 defending party will reimburse the other party for reasonable out-of-pocket expenses it incurs in providing assistance. This section describes the parties' sole remedies and entire liability for such claims. 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 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) misappropriates a trade secret or directly infringes a patent, copyright, trademark or other proprietary right of a third party. If Microsoft is unable to resolve a claim of infringement under commercially reasonable terms, it may, at its option, either (1) modify or replace the Product or Fix with a functional equivalent; or (2) terminate Enrolled Affiliate's license and refund any prepaid license fees (less depreciation on a five-year, straight-line basis) for perpetual licenses and any amount paid for Online Services for any usage period after the termination date. MicroIsoft will not be liable for any claims or damages due to Enrolled Affiliate's continued use of a Product or Fix after being notified to stop due to a third -party claim. h, By Enrolled Affiliate. To the extent permitted by applicable lacy, Enrolled Affiliate will defend Microsoft against any third -party claim to the extent it alleges that: (1) any Customer Data or i EA2016Agr(USISLG(EN(3)(Nov2016) I Papa 8 of I I Document X.20.102011 non -Microsoft software hosted in an Online Service by Microsoft on Enrolled Affiliate's behalf misappropriates a trade secret or directly infringes a patent, copyright, trademark, or other proprietary right of a third party; or (2) Enrolled Affiliate's use of any Product or Fix, alone or in combination with anything else, 'violates the law or damages a third party. 12. Limitation of liability, For each Product; each party's maximum, aggregate liability to the other under this Agreement is limited to direct damages finally awarded in an amount not to exceed the amounts Enrolled Affiliate was required to pay for the applicable Products during the Iterrn 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 claim will not exceed the amount Enrolled Affiliate paid for the Online Service during the 12 months before the incident. b. Free Products and Distributable Code. For Products 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, or consequential damages, or for loss of use, loss of business information, loss of revenue, or interruption of business, however caused or on any theory of liability. d. Exceptions. No limitation or exclusions will apply to liability arising out of either party's (1 ) confidentiality obligations (except for all liability related to Customer Data, which will remain subject to the limitations and exclusions above); (2) defense obligations; or (3) violation of the other party's intellectual property rights. i 93. Verifying compliance. a. Right to verify compliance_ Enrolled Affiliate roust keep records relating to all use and distribution of Products by Enrolled Affiliate and its Affiliates. Microsoft has the right, at Its expense, to the extent permitted by applicable law, to verify compliance with the Product's license terms, Enrolled Affiliate roust 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, sublicenses, or distributes to third parties. Enrolled Affiliate agrees to complete Microsoft's self -audit process, which Microsoft may require as an alternative to a third party audit. b. Remedies for non-compliance. If verification or self -audit reveals any Unlicensed use or distribution, then within 30 days`, (1) Enrolled Affiliate must order sufficient Licenses to cover that use or distribution, and (2) if unlicensed use or distribution is 5% or more, Enrolled Affiliate roust reimburse Microsoft for the cost Microsoft has incurred in verification and acquire the necessary additional licenses at 125% of the price based on the then -current price list and Enrolled Affiliate price level. The unlicensed use percentage is based on the total number of licenses purchased compared to actual install base. If there is no unlicensed use, Microsoft Will not subject Enrolled Affiliate tolanother 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 intelli ectual property by any other means permitted by law. c. Verification process. Microsoft will notify Enrolled Affiliate at least 30 days in advance of its intent to verify Enrolled Affiliate's compliance with the license terms for the Products Enrolled 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. z AzatrApi(u5)S�G(�NG)(Nov20I(i) Pages 9(if I I Dmument X2D• I D209 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 be in writing and will be treated as delivered on the date shown on the return receipt or on the courier or fax confirmation of delivery. Microsoft may provide information to Enrolled Affiliate about upcoming ordering deadlines, services, and subscription information in electronic form, including by email to contacts provided by Enrolled Affiliate. Emails will. be treated as delivered on the transmission date. cf. 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 time to lime in accordance with the terms of this Agreement. Any conflicting terms and conditions contained in an Enrolled Affiliate's purchase order will not apply. Microsoft may require Custorner to sign a new agreement or an amendment before an Enrolled Affiliate enters into an Enrollment under this agreement, r f. Assignment. Either party may assign this Agreement to an Affiliate, but must notify the other party in writing -of the assignment. Any other proposed assignment must be approved by the non -assigning party in writing. Assignment will not relieve the assigning party of its obligations under the assigned agreement Any attempted assignment without required approval will be void. r g. Applicable taw; dispute resolution. The terms of this Agreement will be governed by the laws of Customer's state, withaiji. giving effect to its conflict of laws. Disputes relating to this Agreement will be subject to applicable dispute resolution laws of Customer's state. h. Severablltty. If any provision inIthis agreement is held to be unenforceable, the balance of the agreement will remain in full force and effect. L 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 teen of the Agreement, 1. Management and Reporting. Customer and/or Enrolled Affiliate may manage account details (e.g., contacts, orders, Licerises, software downloads) on Microsoft's Volume Licensing Service Center (" VLS&) web site (or successor site) at: htfhs.r;waAv ni:crosoft.coalilicensiiigtservrcecenter. Upon the effective date of this Agreement and any Enrollments, the contacts) identified for this purpose will be provided access to this site and may authorize additional users and contacts. rn. 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 file following order frorn 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, Terms in an arriendinent control over the amended document and any prior amendments concerning the same subject matter. EA201BAg(US)8LG(EI4G)(Nn:20t6) i race in orii Dortimenl X20 102W I n. Free Products. lids Microsoft'!s intent that the terms of this Agreement and the Use Rights be in compliance with all applicable federal law and regulations. Any free Product provided to Enrolled Affiliate is for the sole use and benefit of the Enrolled Affiliate, and is not provided for use by or personal benefit of any specific government employee. o. Voluntary Product Accessibility Templates. Microsoft supports the government's obligation to provide accessible technologies to its citizens with disabilities as required by Section 508 of the Rehabilitation Act of 1973, and its state law counterparts. The Voluntary Product Accessibility Templates (VPATs") 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 http./(w vi.microsoft.comlenable. p. Natural disaster. In the event of a "natural disaster," Microsoft may provide additional assistance or rights by posting them on Iittr):Y1 rww+l.microsof ,com at such time. q. Copyright violation. Except as set forth in the section above entitled "Transferring and reassigning Licenses", the Enrolled Affiliate agrees to pay for, and comply with the terms of this Agreement and the Use Rights, for the Products it uses. Except to the extent Enrolled Affiliate is licensed under this Agreemenl, 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. AZU1Cihpr(uS)5LG(F-NG)(Novzol0) r Pape 11 of I I U-ocuint:nl Y.21.1-10209 p ' Microsoft VOIUrrw i_ir_e-nsinq Supplemental Contact Information Form This form can be used in combination with MBSA, Agreement, and Enrollment/Registration. However, a separate form must be submitted for each enrollment/registration, when more than one is submitted on a signature form. For the purposes of this form, 'entity" can mean the signing entity, Customer, Enrolled Affiliate, Government Partner, Institution, or other party entering into a volume licensing prograrn agreement. Primary acid Notices contacts in this form will not apply to enrollments or registrations. This form applies to: ❑ PABSA 9 Agreement a ElEnrollmentlAtfiliate Registration Form Insert primary entity name if more than one EnrollrnentfRegistration 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 rnusl be corhpleted for each section. By providing contact information, entity consents to its use for purposes of administering the Enrollment by Microsoft and other parties that help Microsoft admfnister this Enrollment. The personal information provided in connection with this agreement vjill be used and protected according to the privacy statement available at httns:'it ice nsinci . m icrosolt.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* RFunderburk0irivco.org Street address` 3450 14th Street, 4th Floor City* Riverside State/Province, California Postal code* 92501-3861 Country* USA Phone" 951-955-2265 Fax i ❑ This contact is a third party (not (lie entity). Warning: ')'his contact recelves 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* RFunderburk@rivco.org Street address* 3450 14th Street, 4th Floor, City'Riverside StatelProvince' California `Postal code* 92501-3851 r I SupCrnshcll�ioForm(rdA,I:Jp)(FPrG}rC3rt2Ut?� Page 1 of a Country* USA Phone* 951-955-2265 Fax ❑ This contact is a third party (not the entity). Warning: This contact receives personally identifiable information or the entity. 3. Subscriptions manager. This contact will assign MSDN, Expression, and TechNet Plus subscription licenses to the individual subscribers under this Enrollment or Registration. Assignment of the subscription licenses is necessary for access to any of the online benefits, such as subscription downloads. This contact will also manage any complimentary or additional media purchases related to these subscriptions. Name of entity* County of Riverside Contact name': First Regina Last Funderburk Contact email address' RFunderburk@6vco.org Street address* 3450 14th Street, 4th Floor City* Riverside State/Province' California Postal code' 92501-3861 Country* USA Phone* 951-955-2265 Fax ❑ This contact is a third party (not the entity). Warning: This contact receives personally identifiable information of the entity. 4. Online services manager. -This contact will be provided online permissions to manage the online services ordered under the Enrollment or Registration. Name of entity* County of Riverside Contact narne*: First Luis Last Flores Contact email address* LFFlores@rivco.org Street address* 3450 141h Street, 4th Floor City* Riverside State€Province' California Postal code* 92501-3861 Country* USA Phone* 951-955-8114 Fax ❑ This contact is a third party (not the entity). Warning: This contact receives personally identifiable information of the entity. 5. Customer Support Manager (GSM). This person is designated as the Customer Support Manager (CSM) for support -related activities. Name of entity* County of Riverside Contact name': First Luis Last Flores Contact email address* LFFlores@rivco.org Street address* 3450 14th Street, 4th Floor City' Riverside StatelProvince* California Postal code* 92501.3861 Country* USA Phone* 951-955-8114 Fax 6. Primary contact info►•mation. An individual from inside the organization must serve as the primary contact. This contact receives online administrator permissions and may grant online access to others. This contact also receives all notices unless Microsoft is provided written notice of a change. Name of entity" County of Riverside SupContacnnfaHi�nn(NA.IWU)(tNCa)(Uc1201:5) Page 2 of 3 Contact name: First Jim Last Smith Contact email address" jimsmith@rivro.org Street address' 345014th Street, 4th Floor City' Riverside State/Province CA Postal code 92501-3861 Country' US Phone" 951-231-5909 Fax 7. Notices contact and online administrator information. This individual receives online administrator permissions and may grant online access to others. This contact also receives all notices, ® Same as primmy cnt7fact Narne of entity' Contact name": First Last Contact email address' Street address' City" StateMrovince" Postal code* Country' Phone" Fax ❑ This contact is a third party (not the entity). Warning: This contact receives personally identifiable information of the entity. �upConlacllnfr�fann(h1A.,INUji�P7GjrClCt2L1131 Pige 3 of 3 Microsoft Document Headersheet * This is for informational purposes only * I (MSL5_0000004275258 MSLI Tracking Number) Doc Type: Amendments Do not modify the formatting or spacing of this Form above this text Subsidiary: Country: United States LAR/LAD/ESA: Insight Direct USA, Inc. 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: �IN�I� nn �' h h� UN NIIVI�N � MI (Scanning Code) Microsoft Amendment to Contract Documents Agrecmorr Morelli, 0 Lqq:(i Volume Licensing 004-kayleecl-S-04 This o nendment ("Amendment") is entered into between the parties identified on the attached program signature form. It amends the Enrollment or Agreement identified above. All terms used but not defined in this Amendment will have the same meanings provided in that Enrollment or Agreement. Enterprise Agreement Custom Terms CTM 1. Scclion fa, 'Tenn", is hereby amended and restated as follows: a. Terre. The tern of this Agreement will rernain in effect unless terminated by either party as desetibed below. Each Enrollinenl will have the torm provided in lhat Enrollment. 2. The pricing that Microsoft will uffer Enrolled Affiliate';; Reseller for 'Enrollments effective between November 1, 2019 through October 31, 202.1. and that will apply for the entire initial term of such Enrollments, is as follows: Product Price Examples Include but are not limited to Level the following': Enterprise Online Services" Level D N1365 E3 and E5, Enterprise Mobility + (inducling mull USLs. From SA minus 2% Security E3 and E5, Office 365 Enterprise USLs, Add ons and Step Ups) Level D� E1 or E3, Windows 10 Enterprise E3 or E5 Office 365 Pro Plus, Windows 10 Enterprise Products Cnterprise, Core CAL Suite, Enterprise CAL Suite Additional Products Level D N1365 F1, M365 E5 Compliance, M365 E5 Security, Office 365 Enterprise F1, Project Online, Visio Online Plan 1 or Plan 2, Oynamics 365, :Azure, SQL Server, Windows Server, etc. Server and Tools Product Level D SharePoinl Server, SOL Server, BizTalk (applies to Server and Cloud Server, Visual Studio, Corc Infrastructure Enrollments only) Suites, etc. I Ile exnnrale<_ include n:dnie .e i— th.1,:,ro -err.— rr.e— ....... ... ;,I —0itali`yinp F-nierprise Online Servireg're adentiGed in Ihr, Produrs Terms with the cell 'value of TO' in the t-,Iles fqr Wiawurn Ava:labildy'. 'Tire swpL, u' Enlurprise O.-.dine Seevices is subject to cha:-,ge as EnWrir.•se Online Services are added. and aced+rw-sed ar;etnovm ed frothe Enterprise pre -gram offering Exrlusions apply to the, additioml 2% discount on Enterprise; Onfine Services as follows: AmendmcnlApp A 0 C11v1-CPTd3PT-FW1C BD Palle. I of % • 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 date of the Enrollment. • The discount does not apply to any extensions of the initial Tenn or renewal Enrollments. • The discount does not apply to any promotional SKUs. Enrolled Affiliate is entitled to the lover of the promotional price or discounted price. The price level that applies to Enrollments effective on or after November 1, 2021 is Level D for all Products. _ The Reseller and the Enrolled Affiliate will determine the Enrolled Affiliate's actual price and r payrncnt. torms. Except for changes made by this Amendment, the Enrollment or Agreement identified above remains unchanged and in full force and offecl. If there is any conflict between any provision in this Amendment and any provision in the Enrollment or Agreement identified above, this AmenOIDE-rll shall control. This Amendment must be attached to a signature form to be valid. Microsoft biternal Use Only: I Riverside County E-A AmencI 8.7.docx I C -rIvl I C-I-M-CPT-OPT-I-,WK I OD I AmerdmenOr.n vd it CTrut-cPTd;PT-FWK BD Page 7 of 0 Licensing Solution Provider Agreement Number PSA-0001528 This Licensing Solution Provider Agreement is made and entered into this 22nd day of October 2019, by and between SHI International Corp., a New Jersey corporation ("CONTRACTOR"), and the COUNTY OF RIVERSIDE, a political subdivision of the State of California, ("COUNTY"). WHEREAS, COUNTY and Microsoft Corporation ("Microsoft") have entered into that certain Microsoft Enterprise Agreement (Master Agreement No. 8084445; the "Master Agreement"), effective August 23, 2019, under which COUNTY has the ability to enter into one or more enrollments to order certain Microsoft product licenses; WHEREAS, CONTRACTOR desires to provide support to COUNTY and its Enrolled Affiliates (as defined in the Master Agreement) for said licenses under this Agreement and hereby represents that it has the skills, experience, and knowledge necessary to perform under this Agreement; and WHEREAS, COUNTY desires to accept CONTRACTOR's services under this Agreement. NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties agree as follows: This Agreement covers all enrollments for all products licensed under the Master Agreement. All terms and conditions of the Master Agreement, attached as Exhibit E of this Agreement and incorporated by reference, shall apply to the purchase of related products and services. 2. This Agreement is available for use by all government entities within the State of California (an "Enrolled Affiliate") for the duration of the Term (defined below in section 4). Enrollment documents will contain the terms and conditions specific to each entity. 3. CONTRACTOR agrees to extend the same pricing, terms, and conditions as stated in this agreement to each and every government entity in the State of California. Terms and conditions are governed by this Agreement, the Master Agreement, and the applicable enrollment documents for each entity. Entities shall make purchases in their own name, make direct payment to CONTRACTOR, and be liable directly to CONTRACTOR for all obligations. 3.1 COUNTY shall in no way be responsible to CONTRACTOR for Enrolled Affiliates' purchases and obligations. COUNTY shall in no way be responsible to other entities for their purchases or any acts or omissions of CONTRACTOR, including but not limited to product selection or implementation, services or other related matters. 3.2 CONTRACTOR shall notify Enrolled Affiliate in writing of the terms and conditions stated in Section 11. 4. This Agreement shall be effective from November 1, 2019 through October 31, 2021, unless terminated earlier (the "Term"). Hold Harmless/Indemnification: 5.1 CONTRACTOR shall indemnify and hold harmless the County of Riverside, its Agencies, Districts, Special Districts and Departments, their respective directors, officers, Board of Supervisors, elected and appointed officials, employees, agents and representatives (individually and collectively hereinafter referred to as Indemnitees) from any liability, action, claim or damage whatsoever, based or asserted upon any services, or acts or omissions, of CONTRACTOR, its Page 1 of 11 OCT 2 2 2019 -3- 1 U Licensing Solution Provider Agreement Number PSA-0001528 officers, employees, subcontractors, agents or representatives arising out of or in any way relating to this Agreement, including but not limited to property damage, bodily injury, or death or any other element of any kind or nature. CONTRACTOR shall defend the Indemnitees at its sole expense including all costs and fees (including, but not limited, to attorney fees, cost of investigation, defense and settlements or awards) in any claim or action based upon such acts, omissions or services. 5.2 With respect to any action or claim subject to indemnification herein by CONTRACTOR, CONTRACTOR shall, at their sole cost, have the right to use counsel of their own choice and shall have the right to adjust, settle, or compromise any such action or claim without the prior consent of COUNTY; provided, however, that any such adjustment, settlement or compromise in no manner whatsoever limits or circumscribes CONTRACTOR indemnification to Indemnitees as set forth herein. 5.3 CONTRACTOR'S obligation hereunder shall be satisfied when CONTRACTOR has provided to COUNTY the appropriate form of dismissal relieving COUNTY from any liability for the action or claim involved. 6. Contractor Responsibilities: CONTRACTOR will offer the following services to each Enrolled Affiliate at no additional charge. It is the responsibility of the Enrolled Affiliate to determine which products and/or services, if any, meet their needs and communicate that to the CONTRACTOR. 6.1 Provide reports showing year to date annual spend according to Enrolled Affiliate's specifications. Frequency will be determined by each Enrolled Affiliate (monthly, quarterly, etc.). 6.2 Provide a short synopsis of why an amendment is needed and the ramification of each amendment to an enrollment at the time of such amendment. 6.3 Provide an updated price list on an annual basis or when requested by Enrolled Affiliate. 7. CONTRACTOR's Microsoft Enterprise Agreement license subscription price attached hereto as Exhibit A and service rates attached hereto as Exhibit B. 8. CONTRACTOR's Microsoft Enterprise Agreement Participation Form attached hereto as Exhibit C and incorporated herein by reference. 9. Usage Reporting: CONTRACTOR will provide to COUNTY the Licensed Support Provider (LSP) Reporting of Active Enrollments to Master Microsoft Enterprise Agreement No. 8084445, Select Plus Agreement No. 7756479, Microsoft Premier, Unified, and MCS Support services, showing a list of enrollments by February 15th of each year. Forms shall be submitted electronically to 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 (100K*.5%). RCIT will invoice the Awarded LSP annually based on the enrollments verified from the Page 2 of 11 11 12. Licensing Solution Provider Agreement Number PSA-0001528 "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: Contracts Department 290 Davidson Avenue Somerset, NJ 08873 COUNTY Secondary Contact: Rick Hai 2980 Washington Street Riverside, CA 92504 11.1 Should Contract Management contact information change, the CONTRACTOR shall provide written notice with the updated information to the COUNTY no later than 10 business days after the change. Termination: 12.1 COUNTY may terminate this Agreement without cause upon thirty (30) days written notice served upon the CONTRACTOR stating the extent and effective date of termination. 12.2 COUNTY may, upon five (5) days written notice terminate this Agreement for CONTRACTOR's default, if CONTRACTOR refuses or fails to comply with the terms of this Agreement or fails to make progress that may endanger performance and does not immediately cure such failure. In the event of such termination, the COUNTY may proceed with the work in any manner deemed proper by COUNTY. 12.3 CONTRACTOR's rights under this Agreement shall terminate (except for fees accrued prior to the date of termination) upon dishonesty or a willful or material breach of this Agreement by CONTRACTOR; or in the event of CONTRACTOR's unwillingness or inability for any reason whatsoever to perform the terms of this Agreement. 13. Conduct of Contractor: 13.1 The CONTRACTOR covenants that it presently has no interest, including, but not limited to, other projects or contracts, and shall not acquire any such interest, direct or indirect, which would conflict in any manner or degree with CONTRACTOR's performance under this Agreement. The CONTRACTOR further covenants that no person or subcontractor having any such interest shall be employed or retained by CONTRACTOR under this Agreement. The CONTRACTOR agrees Page 3 of 11 Licensing Solution Provider Agreement Number PSA-0001528 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 (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. Page 4 of 11 Licensing Solution Provider Agreement Number PSA-0001528 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 SHI International Corp., a New Jersey corporation subdivision of the State of California By: By: C to Kevin Jeffries, Chairman Natalie Castagno Board of Supervisors Director of Contracts and RFP's OCT 222019 Dated ATTEST: Kecia Harper Clerk of the Board eputy APPROVED AS TO FORM: Gregory P. Priamos County (;o4nsel By: G` Susanna Oh, Deputy County Counsel Dated: October 11, 2019 Page 5 of 11 OCT ,222019 1U Licensing Solution Provider Agreement Number PSA-0001528 Exhibit A Microsoft Enterprise license subscription and services Line Description Price Level Markup % Enterprise Online Services" (including Full USLs, From SA USLs, I Add-ons and Step Ups) M365 E3 and E5, Enterprise Mobility + Level D Security E3 and E5, Office 365 Enterprise E1 or E3, Windows 10 Minus 2% .50 Enterprise E3 or E5. 2 Enterprise Products Office 365 Pro Plus, Windows 10 Enterprise, Level D Core CAL Suite, Enterprise CAL Suite. .50 Additional Products M365 F1, M365 E5 Compliance, M365 E5 3 Security, Office 365 Enterprise Fl, Project Online, Visio Online Plan Level D .50 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 .50 Core Infrastructure Suites, etc. 5 All products for Select Plus Agreement No.7756479. .50 6 Microsoft Premier Support .50 7 Microsoft Unified Support Services .50 8 Microsoft Consulting Services .50 Page 6 of 11 Licensing Solution Provider Agreement Number PSA-0001528 Exhibit B License Support Provider (LSP) service rates Line Description Certified Competency Yes/No Hourly Rate Data and Artificial Intelligent I Build Intelligent Apps Yes $300 2 Build Intelligent Agents Yes $300 3 1 Machine Learning Yes $300 4 Internet of Thins Yes $300 5 Globally distributed data Yes $300 6 OSS Databases Yes $300 7 Cloud Scale Analytics Yes $300 8 Data Platform Modernization to Azure Yes $300 9 Windows Server on Azure Yes $300 10 Security & Management Yes $300 11 Datacenter Migration Yes $300 12 Modern Business Intelligence Yes $300 Biz Apps 1 Customer Service Yes $300 2 Field Service Yes $300 3 Marketing Yes $300 4 Talent Yes $300 5 Finance and Operations Yes $300 6 Business Central Yes $300 7 Power Apps Yes $300 8 Power BI Yes $300 Apps and Infrastructure 1 Azure Stack Yes $300 2 High Performance Compute Yes $300 3 Cloud Native Apps using Serverless Yes $300 4 Modernize Apps Yes $300 5 SAP on Azure Yes $300 6 Linux on Azure Yes $300 7 1 Dev O s Yes $300 8 Business Continuity & Disaster Recover Yes $300 9 Windows Server on Azure Yes $300 10 Security & Management Yes $300 11 Datacenter Migration Yes $300 Page 7 of 11 Licensing Solution Provider Agreement Number PSA-0001528 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 $300 2 Security Yes $300 3 1 GDPR & Com liance Yes $300 4 Teamwork Yes $300 5 Calling & Meetings Yes $300 6 Modern Desktop Yes $300 7 Office 365 Migration Assistance Yes $300 7a Mail Yes $300 7b Teams Yes $300 7c SharePoint Yes $300 7d OneDrive Yes $300 Page 8 of 11 Licensing Solution Provider Agreement Number PSA-0001528 Exhibit C Microsoft LSP Participation Form DAVE ROGERS JENNIFER HILSER, ACID Ass,stant 0,,ef Executive Off,cer z � Cnterprase A;30tcat,ons 9s.,reau n Chief lnformattoOfficer 4CIT GUSTAVO VAZQUEZ, ACIO 11M SMITH Co—erged Commun,cat o^s B,,ea:, F� b=;c Safety Elterpr.ae C-mm�,n,cataer-s Chief Technology Off cer GIL ME11A,. ACIO Techno§ogy Services B_reaz Microsoft LSP Participation Form (RFQ ?) Complete this form and return to: Payment should be made to: Riverside County Information Technology Attention: Rick Hai 3450 14th Street. Fourth Floor E-mail: RHai@rivco.org Riverside, CA 92501 ,kmtv,,I RiversideIN x 141,1 ,E 00"30 Company Name: SHI International Name: Nick Graopone Title: Program Manager Address: 290 Davidson Avenue City: Somerset, NJ Zip Code: 08873 Telephone tt: 732-564-8189 Fax tt: Emaik nick grappone@shi.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. 1 am agreeing to pay the participation fees for each enrollment that is established by leveraging the County of Riverside Master Agreement in accordance to the schedule referenced on RFQ #RIVCO-2020-RFQ-0000048 and any subsequent contracts and : or amendments. By signing below, I also agree that all enrollments will be submitted to Microsoft direct, to report enrollment activity and comply to the payment schedule per RFQ #RIVCO-2020-RFQ-0000048 to Riverside County Information Technology. Please reference the remittance information above for where to send the payment. Failure to comply may result in the award being rescinded. N 9/19/2019 Signature/ Date Nick Grappone Program Manager Printed Name Title Page 9 of 11 Licensing Solution Provider Agreement Number PSA-0001528 Exhibit D Microsoft LSP Reporting of Active Enrollments Form LSP Name Company name RIVCO Contract ID RIVCO-20800-00x-xx/xx Microsoft Agreement Numbers 01E69633, 01E73134, AND NEW Master Enrollment Enrollmen t Number: Enrollment Entity: Start Date: End Date: Annual Spend Enrollment Contact: Enrollment Contact Email: Enrollment Contact Tel: 8084445 87654321 Riverside County Information Technology 1/01/1 2 1213111 6 $645,000.00 John Doe John.Doe@riverside.org 951-555-1212 Page 10 of 11 Licensing Solution Provider Agreement Number PSA-0001528 Exhibit E Master Agreement Attached include the followings: 1) Signature Form 2) Microsoft Enterprise Agreement 3) Microsoft Enterprise Agreement Amendment Page 11 of 11 Microsoft Document Headersheet * This is for informational purposes only * MS5-0000004275258 (MSLI Tracking Number) Doc Type: Signature Form Do not modify the formatting or spacing of this Form above this text Subsidiary: Country: United States LAR/LAD/ESA: Insight Direct USA, Inc. Pro4ramNersion EA 6 2016 ACCOUNT: County of Riverside Outsourcer Name: Business Agreement Number: Master Agreement Number: 8084445 Agreement Number: Purchase Order Number: Comments: 8/23/2019 9:42:56 PM Account Manager Name / Alias: VVaIiINI ��iiVVI�IIUI�NNNI (Scanning Code) 'n Microsoft 13 Program Signature Farm MBNMINSA numher Aareamenl numher VOILIme Ucensing 004-kayle ed-S-04 Note; Enter the applicable active numbers nssociated 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. Enterprise Agreement X20-10209 Choose A reement> Document Number or Code <Choose A reement> Document Number or Code <Choose Agreement> <Choose Agreement> _ <Choose Enroltrnent/Re istratiun> Document Number or Code Document Number or Code Document Number or,Code' <Choose Enrollment/Re islration> Document Number or Code <Choose EnrollmentfRe istration> I Document Number or Code <Choose Enrollment/Registration Document Number or Code <Choose Enrollment/R egistrat ion> Amendment to Contract Documents Document Number or Code CTMt-CPT-OPT-FWK (new) ` r I By signing below, Customer and the Microsoft Affiliate agree that both parties (1) have received, read and understand Ilia 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 /(m t b , lepAll.en tity nIame)' County of Riverside Signature' ; —' --r Printed First and Last Name' 1 q, Printed Title 5 r' Pro tn, Cot4TmcI - S Gr is (r Signature Date' C) S�' f 2 ?_/z n f r Tax ID T «rurumus requrreu rJetn Ij I PirrgramSiranFGtrn(tvISSigr,)(t•IA,LatArr,)ExHRA.MLI(ENG)(Auy2714) Pub,, t Of 2 Microsoft Corporation Signature ' ` a® Microsoft Printed First and Last Name Microsoft Corp 3mt1on i Printed Title AUG 2 3 019 Signature Date {date NICttSoft Affiliate countersirrpsi l Chance rats Agreement Effective Date I Duly Authorized n behalf of (nay be efferent Gran mausaft s s,.ynaturc (lace) Microsoft Co oration Optional 2"d Customer signature or Outsourrer signature (if applicable) Name of Entity (must be legal entity name)" Signature" Printed First and Last Name" Printed Title r r Signature Date` i Name of Entity (must be legal entity name)" Signature" Printed First and Last Name' Printed Title Signature Date' indicates required field i If Customer requires physical media, additional contarfs, or is reporfing multiple previous Enrollments, include the appropriate form(s) with this signature form. After this signature form is signed by the: Cestnmer, 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 6100 Neil Road, Suite 210 Reno, Nevada 80511.1137 USA I I f iorgrarnSigr,rorni(:ASSi�in)(NA.f atAni)EwARA.htf !(F.NGI(Aug2Ol-t) Ne;je 2 of 2 f Microsoft Document Headersheet * This is for informational purposes only * I I (MSL5-0000004275258 MSLI Tracking I Number) f Doc Type: Agreement f 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 Outsourcer Name: Business Agreement Number: Master Agreement Number: 8084445 Agreement Number: Purchase Order Number: I Comments: I I 8/23/2019 9:42:31 PM Account Manager Name / Alias: diDul�l�n �'��N NU dllhl�@ � ul (Scanning Code) o` miun-soft I Volume 1_icensing Enterprise Agreement State and Local .Not for Use with Wcrosoft Business Agieement or Mivirsnil Business arxt Seivices AmeNmenl i This Microsoft Enterprise Agreement ("Agrdement') is entered into between the entities identified on the signature form. I Effective date, The effective date of this Agreement is the earliest effective date of any Enrollment entered into under this Agreement or the date Microsoft accepts this Agreement, 'whichever is earlier. This Agreement consists of (1) these Agreement terms and conditions, including any amendments and the signature form and all attachments identified`therein, (2) the Product Terms applicable to Products licensed under this Agreement, (3) the Online Services Terms, (4) any Affiliate Enrollment entered into under this Agreement, and (5) any order submitted under this Agreement. Please note: Documents referenced in this Agreement but not attached to the signature form may be found at littn.lrwww.inicrosoft.corn/licelsinnfcontracts and are incorporated in this Agreement by reference, including the Product Terms and Use Bights. These documents may contain additional terms and conditions for Products licensed under this Agreement and may be changed frorn time to time. Customer should review such documents carefully, both at the time of signing and periodically thereafter, and fully understand all terms and conditions applicable to Products licensed. Terms and Conditions 1. Definitions. "Affiliate" means with regard to Customer, (1) 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 +rlhich supervises Customer or of which Customer is a part, or which is under common supervision 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 Customer's state jurisdiction and geographic boundaries: and (iii) any other entity in Customer's state expressly authorized by the laws of Customer's state to purchase under state contracts; provided that a state and its Affiliates shall not, for purposes of this definition, be considered to be Affiliates of the federal government and its Affiliates; and b. with regard to Microsoft, any legal 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 da(a, including all text, sound, .software, image, or video files that are provided to Microsoft by, or on behalf of, an Enrolled Affiliate and its Affiliates through use of Online Services. "day" means a calendar day, except for references that specify "business day". "Enrolled Affiliate" means an entity, either Custorer or any one of Customer's Affiliates that has entered Into an Enrollment under this Agreement. HA2016Al,p(t)SjSLG(1�1`16)(Mov2016) Prr7e I of I I Doannent X20-1020<1 "Enrollment" means the document that an Enrolled Affiliate submits under this Agreement to place orders for Products. "Enterprise" means an Enrolled Affiliate and the Affiliates for which it is responsible and chooses on its Enrollment to include in its enterprise. "Fixes' means Product fixes, modifications I 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 -Services" means the Microsoft -hosted services identified as Online Services in the Product Terms. "Online Services Terms" means the additional terms that apply to Customer's use of Online Services published on the Volume Licensing Site and'updaled from time to time. "Product" means all products identified in the Product Terms, such as all Software, Online Services and otherweb-based services, including pre-release or beta versions. "Product Terms" means the document that provides information about Microsoft Products and Professional Services available through volume licensing, The Product Terms document is published on the Volume Licensing Site and is updated from time to time. "SLA" means Service Level Agreement, which specifies the 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 Producl'Terms. 'Trade Secret" means information that is not generally known or readily ascertainable to the public, has econornic value as a result, and has been subject to reasonable steps under the circumstances to maintain its secrecy. I "use" or "run" means to copy, install, use, access, display, run or otherwise interact. "Use Rights" means the use rights or terms of service for each Product published on the Volume Licensing Site and updated from time to time. The Use Rights supersede the terms of any end user license agreement that accompanies a Product. The Use Rights for Software are published by Microsoft in the Product Terms. The Use Rights for Online Services are published in the Online Services Terms, "Volume Licensing Site" means _h_ttp:ifwm—.microsoft.comllicensinoicontracts or a successor site. I - 2. How the Enterprise program works a. General. The Enterprise program consists of the lertns and conditions on which an Enrolled Affiliate may acquire Product Licenses. Under the Enterprise program, Customer and its Affiliates may order Licenses for Products by entering into Enrollments. b. Enrollments. The Enterprise program gives Customer andlor its Affiliates the ability to enter into one or more Enrollments to -order Products. Subscription Enrollments may be available for some of these Enrollments. hJolwithstanding 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 reference in that Enrollrent. ' r-A2f1ICjAgr(r1S)SI G(F.N6)(NoQW(i} Page 2 of It DounnenI x20.102,09 c. Licenses. The types of Licenses available are (1) Licenses obtained under Software Assurance (L&SA), and (2) Sub'scription Licenses. These License types, as well as additional License Types, are further descr-ibed in the Product List. 3. licenses for Products. a. License Grant. Microsoft grants the Enterprise a non-exclusive, 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 Agreement. b. Duration of Licenses. Subscription Licenses and most Software Assurance right$ are temporary and expire avhen the applicable Enrollment is terminated or expires; unless the Enrolled Affiliate exercises a buy-out option, which is available for some Subscription Licenses. Except as otherwise noted in (he applicable Enrollment or Use Rights, all other Licenses become perpetual only when all payments for that License have been made and the initial Enrollment term has expired. c. Applicable Use Rights. (i) Products (other than Online set vices), The Use Rights in effect on the effective date of the applicable Enrollment term will apply to Enterprise's use of the version of each 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 Fora particular version will not apply unless the Enrolled Affiliate chooses to have those changes apply. The Use Rights applicable to perpetual Licenses that were acquired under a previous agreement or Enrollment are determined by the Agreement or Enrollment under which they were acquired. Renewal of Software Assurance does not change which Use Rights apply to those Licenses. (11) Online Services, For Online Services, the Use Rights in effect on the subscription start date will apply for the subscription term as defined in the Product Terms, d. Downgrade rights. Enrolled Affiliate may use air earlier version of a Product other than Online Services than the version that is current on the effective date of the Enrollment. For Licenses acquired in the current Enrollment term, the Use Rights for the current version apply to the use of the earlier version. If the earlier Product version includes features that are not in the new version, then the Use Rights applicable to the earlier version apply with respect to those features. e. New Version Rights Linder 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 Enrolled Affiliate chooses not to use the new version immediately. (1) Except as otherwise permitted Linder an Enrollment, use of the new version will be subject to the new version's Use Rights. (ii) If the License for the earlier version of the Product is perpetual at the time the new version is released; the License for the new version will also be perpetual. Perpetual Licenses obtained through Software Assurance replace any perpetual Licenses for the earlier version. f. License confirmation. This Agreement. the applicable Enrollment, Enrolled Affiliate's order confirmation, and any documentation evidencing transfers of perpetual Licenses, together with Proof Of payment, will be Enrolled Affiliate's evidence of all Licenses obtained under an Enrollment. EA20I6At3r(US)SLG(ENGI(Naa2016) Pam 3 of 11 I DOICLIment X20.1U209 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 entity or an operating division, (2) a privatization of an Affiliate or an operating division of Enrolled Affiliate or any of its Affiliates, or (3) a consolidation including a merger with a third 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 this Agreement. 4. Making copies of Products and re -imaging rights a. General. Enrolled Affiliate may make as many copies of Products, as it needs to distribute them within the Enterprise. Copies muet be true and complete (including copyright and trademark notices) from mastencopies 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 notify 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. Copies for train inglevaluation and back-up. For all Products other than Online Services. Enrolled Affiliate may: (1) use by 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 copy of any.licensed Product for back-up or archival purposes for each of its distinct geographic locations. Trials for Online Services maybe available if specified in the Use Rights. c. Right to re -image. In certain cases, re -imaging is permitted using the Product media. If the Microsoft Product is licensed (1) from an original equipment manufacturer (OEM), (2) as a full packaged Product through a retail source, or (3) under another Microsoft program, then media provided under this Agreement may generally be used to create images for use in place of conies provided through that separate source. This right is conditional upon the following: (i) Separate Licenses must be acquired from the separate source for each Product that is re - imaged. (ii) The Product, language, version, and components of the copies inade must be identical to the Product, language, version, and all components of the copies they replace and the number of copies or instances of the re -imaged Product permitted remains the same. (ill) Except for copies of an operating system and copies of Products licensed Linder another Microsoft program, the Product type (e.g.. Upgrade or full License) re -imaged must be identical to the Product type licensed from the separate source. (iv) Enrolled Affiliate must adhere to any Product -specific processes or requirements for re - imaging identified in the Product Terms. Re -imaged Products remain subject to the terms and use rights of the License acquired from the separate source. This subsection does not create or extend any Miciosoft warranty or support obligation. ' S. Transferring and reassigning Licenses. a. License transfers. License transfers are not permitted, except that Customer or an Enrolled Affiliate may transfer only fully -paid perpetual Licenses to: (i) an Affiliate, or a third party solely in connection 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 L•h201£Agr(1JS)SLG(Et,rjXNov2r)15) r Page of 11 DactinieW X20.10200 operating division of Enrolled Affiliate or an Affiliate. (B) a reorganization, or (C) a consolidation. I Upon such transfer, Customer'or Enrolled Affiliate must uninstall and discontinue using the licensed Product and render any copies unusable. b. Notification of License Transfer. Enrolled Affiliate must notify Microsoft of a License transfer by completing a Itcense transfer form, which can be obtained from httoahvwvr.microsoft.comll:censinnlr,�ntrrcts and sending the completed form to Microsoft before the License transfer. No License- transfer will be valid unless Enrolled Affiliate provides to the transferee, and the transferee accepts in writing, documents sufficient to enable the transferee to ascertain the scope, purpose and limitations of the rights granted by Microsoft under the licenses being transferred (includingthe applicable Use Rights, use and transfer restrictions, warranties and limitations of liability). Any License transfer not; made in compliance with this section will be void. i c. Internal Assignment of Licenses and Software Assurance. Licenses and Software Assurance must be assigned to a single user or device within the Enterprise. Licenses and Software Assurance may be reassigned within the Enterprise as described in the Use Rights. 6. Term and termination. a. Term. The term of this Agreement will be 36 full calendar months from the effective date 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 event of termination, new Enrollments will not.be accepted, but any existing Enrollment will continue for the term of such Enrollment and will continue to be governed by this Agreement. c. Mid -tens termination for non appropriation of Funds. Enrolled Affiliate may terminate this Agreement or an Enrollment without liability, penalty or further obligation to make payments if funds to make payments under the Agreement or Enrollment are not appropriated or allocated by the Enrolled Affiliate for Such purpose. d. Termination for cause. Without limiting any other remedies it may have, either party may terminate an Enrollment if the other party materially breaches its obligations under this Agreement, including any obligation to submit orders or pay invoices. Except where the breach is by its nature not curable within 30 days, the terminating party must give the other party 30 days' notice of its intent to terminate and an opportunity to cure the breach, If Microsoft gives such notice to an Enrolled Affiliate, Microsoft also will give 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 Microsoft, and Microsoft may terminate the former Affiliate's Enrollment. If an Enrolled Affiliate terminates its Enrollment as a result of a breach by Microsoft, or if Microsoft terminates an Enrollment because 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 terminates 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 may immediately pay the total remaining: amount due; including all installments, in which case, the Enrolled Affiliate will have perpetual rights for all Licenses it has ord%ed; or i r HN2016AgitL1 �YSLK�tkNGlfM1lovL01�,} Page 5 or I 7 nocaimenl X20.10209 (IQ It may pay only amounts due as of the termination date, in which case the Enrolled Affiliate will have perpetual Licenses for: 1) all copies of Products (including the latest version of Products ordered under SA coverage in the current term) for which payment has been made in full, and 2) the number of copies of Products it has ordered (including the latest version of Products ordered under Software Assurance coverage in current term) that is proportional to the total of installment payments paid versus total amounts due (paid and payable) if the early termination had not occurred. (W) In the case of early termination under subscription Enrollments, Enrolled Affiliate will have the following options: r 1) For eligible Products, EArolted Affiliate may obtain perpetual Licenses as described in the section of the Enrollment titled "Buy-out option," provided that Microsoft receives the buy-out order for those Licenses within 60 days after Enrolled Affiliate provides notice of termination. 2) In the event of a breaO) by Microsoft, if Customer chooses not to exercise a buy-out option, Microsoft will issue Enrolled Affilaite a credit for any amount paid in advance for Subscription Licenses that the Enterprise will not be able to use to do the termination of the Enrollment. 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 Lir-enses for all copies of Products it has run for which it has not previously submitted an order. Any and all unpaid .payments for any order of any kind remain due and payable, Except as provided in the subsection 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 not renew Software Assurance. y. Modification or termination of an Online Service for regulatory reasons. Microsoft may modify or terminate an Online. Service where there is any current or future government requirement or obligation that: 1(1) subjects Microsoft to any regulation or requirement not generally applicable to businesses operating in the jurisdiction; (2) presents a hardship for Microsoft to continue operating the Online Service without modification; and/or (3) causes Microsoft to believe these terms or the Online Service may conflict with any such requirement or obligation. r h. Program updates. 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 the time of an Enrollment renewal , 7. Use, ownership, rights, acid restrictions. a. Products. Unless otherwise specified in a supplemental agreement, use of any Product is governed by the Use Rights specific to each Pr(xlUct and version and by the terms of the applicable supplemental agreement. b. Fixes. Each Fix is licensed under the same terms as the Product to which it applies. If a Fix is not provided for a specific PrOdUCt, any use rights Microsoft provides with the Fix will apply. c. Non -Microsoft software and technology. Enrolled Affiliate is solely responsible for any non - Microsoft software or technology that it installs or uses with the Products or Fixes. I r L•;-.2u16Atp(US)SLG(EAIG)(Nov2D167 Page 6 of 11 r - Qorumenr X20.1020 d. Restrictions. Enrolled Affiliate must not (and is not licensed to) (1) reverse engineer, decomptle, or disassemble any. 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 limitations in a Product or Fix or restrictions in Product documentation. Customer must not (and is not licensed to) O separate and run parts of a Product or Fix on more than one device, upgrade or downgrade parts of a Product or Fix at different times, or transrer parts of a Product or Fix separately; or (ii) distribute, sublicense, rent, lease, lend any Products or Fixes, in whole or In part, or use them to offer hosting services to a third party.' e. Reservation of rights. Products and Fixes are protected by copyright and other intellectual property rights laws and interriational treaties. Microsoft 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 device do not give Customer any right to implement Microsoft patents or other Microsoft intellectual property in the device itself or in any other software or devices. 8. Confidentiality. "Confidential Information" is non-public information that is designated "confidential" or that a reasonable Person should understand is confidential, including Customer Data. Confidential Information does not include information that (a) becomes publicly available without a breach of this agreement, (b) the receiving party received lawfully from another source without a confidentiality obligation. (c) is independently developed, or (d) is a comment or suggestion volunteered about the other party's business. products or services. Each party will take reasonable steps to protect the other's Confidential I nformation and will use the other party's Confidential Information only for purposes of the parties' business relationship. Neither party will disclose that Confidential Information to third parties, except to its employees, Affiliates, contractors, advisors and consultants ("Representatives") and then only on a need -to -know basis under nondisclosure obligations at least as protective as this agreement. Each party remains responsible for the use of the Confidential Information by its Representatives and, in the event of discovery of any unauthorized use or disclosure, must promptly notify the other party. A party may disclose the others Confidential Information if required by law; but only after it notifies the other party (if legally permissible) to enable the other party to seek a protective order. Neither party is required to restrict work assignments of its Representatives who have had access to Confidential Information. Each party agrees that the use of information retained in Representatives' unaided memories in the development or deployment of the parties' respective products or services does not create liability under this Agreement or trade secret law, and each party agrees to limit what it discloses to the other accordingly. 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. I 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 (ii) will be subject to the privacy terms specified in the Use Rights. Microsoft will abide by the requirements of European Economic Area and Swiss data protection FA201GAtp(LJS)S1 ca(1=1`C;)(rrov201ii7 Pace 7 of 1-1 Document X20.10209 law regarding the collection, use, transfer, retention, and other processing of personal data from the European Economic Area and Switzerland, c. U.S. export. Products and Fixes are subject to U.S. export jurisdiction. Enrolled Affiliate must comply with all applicable international and national laws, including the U.S. Export Administration Regulations and' International Traffic in Aims Regulations, and end -user, end use and destination restrictions issued by U.S. and other governments related to Microsoft products, services and technologies. 10. Warranties. a. Limited warranties and remedies. (i) Software. Microsoft warrants that each version of the Software will perform substantially as described in the applicable Product documentation for one year from the date the Enterprise is first licensed1for that version, If it does not and the Enterprise notifies Microsoft within the warranty term, then Microsoft will, at its option (1) return the price Enrolled Affiliate paid for the Software license, or (2) repair or replace the Software, (H) Online Services. Microsoft warrants that each Online Service will perform in accordance with the applicable SLA during the Enterprise's use. The Enterprise's remedies for breach of this warranty are in the SLA. The remedies above are the Enterprise's sole remedies for breach of the warranties in this section. Customer waives any breach of warranty claims not made during the warranty period. b. Exclusions. The warranties in'this agreement do not apply to problems caused by accident, abuse, or use in a manner inconsistent with this Agreement, including failure to meet minimum system requirements. These 'warranties do not apply to free, trial, pre-release, or beta products, or to components of Products that Enrolled Affiliate is permitted to redistribute. c. Disclaimer, Except for the 'limited warranties above, Microsoft provides no other warranties or conditions acid disclaims any other express, implied, or statutory warranties, including warranties of quality, title, non -infringement, merchantability, and fitness for a particular purpose. 11. Defense of third party claims. The parties will defend each other against the third -party claims described in this section and will pay the amount of any resulting adverse final judgment or approved settlement, but only if the defending party is promptly notified in writing of the claim and h'as 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 party will reimburse the other party for reasonable out-of-pocket expenses it incurs in providing.assistanee. This section describes the parties' sole remedies and entire liability for such claims. a. By Microsoft. Microsoft will defend Enrolled Affiliate against any third -party claim to the extent it alleges that a Product or Fix made available by Microsoft for a fee and used within the scope of the license granted (unmodtfled from the form provided by Microsoft and not combined with anything else) misappropriates a trade secret or directly infringes a patent, copyright, trademark or other proprietary right of a third party. If Microsoft is unable to resolve a clairn of infringement under commercially reasonable terms, it may, at its option, either (t) modify or replace the Product or Fix with a functional equivalent; or (2) terminate Enrolled Affiliate's license and refund any prepaid license fees (less depreciation on a five-year, straight-line basis) for perpetual licenses and any amount paid for Online Services for any usage period after the termination date. Microsoft will not be liable for any claims ordamages due to Enrolled Affiliate's continued use of a Product or Fix after being notified to stop due to a third -party claim. b. By Enrolled Affiliate. To the extent permitted by applicable law, Enrolled Affiliate will defend Microsoft against any third -party claim to the extent it alleges that: (1) any Customer Data or r EA2016Agr(USISLG(Et•IG)(Nov2Ol6) I Page 8 of I I Document X.20-10200 non -Microsoft software hosted in an Online Service by Microsoft on Enrolled Affiliate's behalf misappropriates a trade secret or directly infringes a patent, Copyright, trademark, or other proprietary right of a third party; or (2) Enrolled Affiliate's use of any Product or Fix, alone or in combination with anything else, violates the law or damages a third party. 12. Limitation of liability. ' For each Product, each party's maximum, aggregate liability to the other under this Agreement is Limited to direct damages finally awarded in an amount not to exceed the amounts Enrolled Affiliate was required to pay for the applicable Products during the Iterrn 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 claim will not exceed the amount Enrolled Affiliate paid for the Online Service during the 12 months before the incident. b. Free Products and Distributable Code, For Products 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 US55,000. c. Exclusions. In no event will either party be liable for indirect, incidental, special, punitive, or consequential damages, or for loss of use, Loss of business information, loss of revenue, or interruption of business, however caused or on any theory of liability. d. Exceptions. No limitation or exclusions will apply to liability arising out of either party's (1) confidentiality obligations (except for all liability related to Customer Data, which will remain subject to the limitations and exclusions above); (2) defense obligations, or (3) violation of the other party's intellectual property rights. i 13. Verifying compliance. a. Right to verify compliance. Enrolled Affiliate inusl keep records relating to all use and distribution of Products by Enrolled Affiliate and its Affiliates. Microsoft has the right, at Its expense, to the extent permitted by applicable law, to verify compliance with the Product's license 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, sublicenses, or distributes to third parties. Enrolled Affiliate agrees to complete Microsoft's self -audit process, which Microsoft may require as an alternative to a third party audit. b. Remedies for non-compliance. If verification or self -audit reveals any unlicensed use or distribution, them within 30 days, (1) Enrolled Affiliate must order sufficient Licenses to cover that use or distribution, and (2) if unlicensed use or distribution is 5% or more, Enrolled Affiliate must reimburse Microsoft for the cost Microsoft has incurred in verification and acquire the necessary 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 to actual install base. If there is no unlicensed use, Microsoft will not subject Enrolled Affiliate to another verification for at Least one year. By exercising the rights and procedures described above, Microsoft does not waive its rights to enforce this Agreement or to protect its intellr ectual property by any other means permitted by law. c. Verification process. Microsoft will notify Enrolled Affiliate at least 30 days in advance of its intent to verify Enrolled Affiliate's compliance with the license terms for the Products Enrolled 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 lake place during normal business hours and in a manner that does not interfere unreasonably with Enrolled Affiliate's operations. Z:A2016,49T(US)SLGJi6NG)(N0v2016) Paq".9of I DGcllnenl X20-10209 14. Miscellaneous. a. Use of contractors. Microsoft may use contractors to perform services, but will be responsible for their performance subject to the terms of this Agreement. b. Microsoft as independent contractor. The parties are independent contractors. Enrolled Affiliate and Microsoft each may develop products independently without using the other's Confidential Information. c. Notices. Notices to Microsoft must be sent to the address on the signature form. Notices must be in writing and will be treated as delivered on the date shown on the return receipt or on the courier or fax confirmation of delivery. Microsoft may provide information to Enrolled Affiliate about upcoming ordering deadlines, services, and subscription information in electronic form, including by email to contacts provided by Enrolled Affiliate. Emails will. be heated as delivered on the transmission date. d. Agreement not exclusive. Customer is free to enter into agreements to license, use or promote non -Microsoft products, e. Amendments. Any amendmerit to this Agreement must be executed by both parties, except that Microsoft may change the Product Terms and the Use Rights from time to time in accordance with the terms of this Agreement. Any conflicting terms and conditions contained in an Enrolled Affiliate's purchase order will not apply. Microsoft may require Customer to sign a new, agreement or an amendment before an Enrolled Affiliate enters into an Enrollment under this agreement, r f. Assignment. Either party may assign this Agreement to an Affiliate, but must notify the other party in writing -of the assignment. Any other proposed assignment must be approved by the non -assigning party in writing. Assignment will riot relieve the assigning party of its obligations under the assigned agreement Any attempted assignment without required approval will be void. r g. Applicable taw; 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 applicable dispute resolution laws of Customer's state. Ill. Severabilfty, If any provision in'this 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 beneficlaries. This Agreement sloes 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 tern of the Agreement. I. Management and Reporting. Customer and/or Enrolled Affiliate may manage account details (e.g., contacts, orders, Licenses, software downloads) on Microsoft's Volume Licensing Service Centel- ('VLSC") web site (or successor site) at: htfps.r;www m:crosoft.com_llicensinglservn,ecenter. Upon the effective date of this Agreement and any Enrollments, the contacts) identified for this purpose will be provided access to this site and rnayauthorize 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 the following order from highest to lowest priority: (1) this Enterprise Agreement. (2) any Enrollment, (3) the Product Terms, (4) the Online Services Terms, (5) orders submitted under this Agreement, and (6) any other documents in this Agreemment, Terms in an arnendmerrt control over the amended document and any prior amendments concerning the same subject matter. EA201BAyi(US)SLG(EI4G)(N'ov20U6) r Page in of fl Dor,11ment X20 102W. 0 I ► in. Free Products. it is Microsoft's intent that the terms of this Agreement and the Use Rights be in compliance with all applicable federal law and regulations. Any free Product provided to Enrolled Affiliate is for the sole i►se and benefit of the Enrolled Affiliate, and is not provided for use by or personal benefit of any specific government employee. o. Voluntary Product Accessibility Templates. Microsoft supports the government's obligation to provide accessible technologies to its citizens with disabilities as required by Section 508 of the Rehabilitation Act of 1973, and its state law counterparts. The Voluntary Product Accessibility Templates ("VPATs") 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 hitpWw"i.microsoft.cornlenable. p. Natural disaster. In the event of a "natural disaster," Microsoft may provide additional assistance or rights by posting them on litto�Jfmwj.microsoft.com at such time. q. Copyright violation. Except -as set roilh in the section above entitled "Transferring and reassigning Licenses", the Enrolled Affiliate agrees to pay for, and comply with the terms of this Agreement and the Use Rig hts,'for the Products it uses. Except to the extent Enrolled Affiliate is licensed under this Agreemenl, 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. . L-.�201uPictrfUSjSIG(t-i1G)INw201f) ► Page 11 of I t t?c;rwnl:nl Y.2-0-1C D9 a ' Microsoft VOILJM(� 1_icensinq Supplemental Contact Information Form This form can be used in combination with MBSA, Agreement, and Enrollment/Registration. However, a separate form must be submitted for each enrollment/registration, when more than one i5 submitted on a signature form. For the purposes of this form, 'entity" can mean the signing entity, Customer, Enrolled Affiliate, Government Partner, Institution, or other party entering into a volume licensing program agreement. Primary and Notices contacts in this form will not apply to enrollments or registrations. This form applies to: ❑ MBSA �] Agreement ❑ Enrollment/Affiiliate Registration Form Insert primary entity name if more than one Enrollment/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 ittusl be completed for each section. By providing contact information, entity consents to its use for purposes of administering the Enrollment by Microsoft and other parties that help 'Microsoft administer this Enrollment. The personal information provided in connection with this agreement +will be used and protected according to the privacy statement available at httos:lllicensind .rin rcrosoft.com. 9. Additional notices contact. "'his contact receives all notices that are sent from Microsoft. No online access is granted to this individual, Name of entity" County of Riverside Contact narne": First Regina Last Funderburk Contact email address* RFunderburk@rivco.org Street address" 3450 14th Street, 4th Floor' City* Riverside StatelProvince* California ;Postal code* 92501-3861 Country* USA Phone" 951-955-2265 Fax ❑ This contact is a third party (not the entity). Warning: 'this contact recelves personally identifiable information of the entity. 2. Software Assurance manager. This contact will receive online permissions to manage the Software Assurance benerits under the Enrollment or Registration. Name of entity* County of Riverside Contact name`: First Regina Last Funderburk Contact email address" RFunderburk@rivco.org Street address* 3450 14th Street, 4th Floor, City" Riverside StatelProvince' CaliforniaPostal code* 92501-3861 r SupC�rstacrl fgForm(NA.,LVf))(FPlG)fC�nt�ot3) Pagc 1 Ora Country' USA Phone` 951-955-2265 Fax ❑ This contact is a third party (not the entity). Warning: This contact receives personally identifiable information or the entity, 3. Subscriptions manager. This contact will assign MSDN, Expression, and TechNet Plus subscription licenses to the Individual subscribers under this Enrollment or Registration. Assignment of the subscription licenses is necessary for access to any of the online benefits, such as subscription downloads. This contact will also manage any complimentary or additional media purchases related to these subscriptions. Name of entity* County of Riverside Contact name`: First Regina Last Funderburk Contact email address' RFunderburk cc rivco.orct Street address* 3450 14th Street, 4th Floor City' Riverside State/Province' California Postal codex 92501-3861 Country* USA Phone* 951-955-2265 Fax ❑ This contact is a third party (not the entity). Warning: This contact receives personally identifiable information of the entity. 4. Online services manager. This contact will be provided online permissions to manage the online services ordered under the Enrollment or Registration. Name of entity* County of Riverside Contact name": First Luis Last Flores Contact email address* LFFlores@iivco.org Street address* 3450 14th Street, 41h Floor City' Riverside State/Province" California Postal code' 92501-3861 Country" USA Phone" 951.955-8114 Fax ❑ This contact is a third party (not the entity). Warning: This contact receives personally identifiable information of the entity. 5. Customer Support Manager (GSM). This person is designated as the Customer Support Manager (CSM) for support -relater) activities. Name of entity` County of Riverside Contact name': First LtriS Last Flores Contact email address* LFFlores@rivco.org Street address* 3450 14th .Street, 4th Floor City" Riverside State/Province" California Postal code' 92501-3861 Country' USA Phone* 951-955-8114 Fax 6. Prima►•y contact information. An individual from inside the organization must serve as the primary contact. This contact receives online administrator permissions and may grant online access to others. This contact also receives all notices unless Microsoft is provided written notice of a change. Name of entity" County of Riverside SupCOn!BCIInfUI iwn(NA,114U)(6NG)(0CIZ013) Page 2 of 3 Contact name,; First Jim Last Smith Contact email address' jimsmith@riv,o,org Street address' 345014th Street, 4th Floor City' Riverside StatelProvince CA Postal code' 92501-3861 Country` US Phone' 951-231-5909 Fax 7. Notices contact and online administrator information. This individual receives online administrator permissions and may griant online access to olhers. This contact also receives all notices. ® Same as prima+y col7fact Name of entity` Contact name,; First Last Contact email address" Street address' City" StatelProvince' Postal code' Country, Phone" Fax ❑ This contact is a third party (not the entity). Warning; This contact receives personally identifiable information of the entity, SUPC:n111acllnfnF'nnu(h7fi.,l�lUji;�NG)NJCI�(1131 Page 3 of 3 Microsoft Document Headersheet * This is for informational purposes only * S (MSLI 5-0000004275258 (M Tracking Number) Doc Type: Amendments Do not modify the formatting or spacing of this Form above this text Subsidiary: Country: United States LAR/LAD/ESA: Insight Direct USA, Inc. 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) a' i�llicrc� tt Volume Licensing Amendment to Contract Documents Agrearrroin f l ui nbc ( eO Lq�s ! 004-kayleed-S-04 This amendment ("Amendment") is entered into between the parties identified on the attached program signature Form. It amends the Enrollment or Agreement identified above. All terms tised but not defined in this Amendment will have the same meanings provided in that Enrollment or Agreement. Enterprise Agreement Custom Terms CTM 1. Sccfion fig, "Term", is hereby amended and restated as follows: a. Term. The teen of this Agreement will remain in effect unless terminated by either party as described below. Each En6llrnenl will have the term provided in ihot Enrollment. 2. The pricing that Microsoft will offer Enrolled Affilkrle's Reseller for Enrollments efferiive between November 1, 2019 through October 31, 2021, and that will apply for the entire initial term of such Euollmenls, is as follows: Product Price M Examples include but are not limited to Level the following": Enterprise Online Services" Level D M365 E3 and E5, Enterprise Mobility + (including mull USLs. I=rom SA minus 2% Security E3 and E5, Office 365 Enterprise USLs, Add-ons and Step Ups) Level D� Ell or E3, Windows 10 Enterprise E3 or E5 Office 3655 Pro Plus, Windows 10 Enterprise Products Cnterprise, Core CAL Suite, Enterprise CAL Suite Additional Products Level 0 N1365 F1, M365 E5 Compliance, M365 E5 Security, Office 365 Fnterpriso F1, Project Online, Visio Online Plan 1 or Plan 2, Oynamics 365, ,Azure, SQL Server, Windows Server, etc, Server and Tools Product Level D SharePoini Server, SO L Server, BizTalk (applies to center and Cloud Server, Visual Studio, Core Infrastructure Enrollments only) Suites, etc. I he cx. purple_ include onime servr-es ttrat are available ui eitl er the caninn e+dal of govarnent cloud affenncS. "pualifyinrl F.ninrprise online $ervirzs R(Q clot+lrGP.d 111 the Proeua Terns VAthli1H crll value of "FC}' in the totales for ii 'F'rown .Ava-labihty'. Tire -swpu u' Enlurpibe Online Services is svbie:a to change as Entetpr.-se Online Service_ are added. updatedhwised ar.emaved from the Enterprise program effering Exclusions apply to the; additional 2% discount nn Fnterprise Online Services as follows: A+nc:uSarcntApu v4 a r•1Iv1-CPTd31'T-F:'�iIC ED raga.I of 2. • 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 applicahle factor is the effective date of the Enrollment. • The discount does not apply to any extensions of the initial Tenn or renewal Enrollments. • The discount does not apply to any promotional SKUs. Enrolled Affiliate is entitled 10 the lover of the promotional price or discounted price. The price level that applies to Eruollrnenls effective on or after November 1, 2021 is Level D for all Products. _ The Reseller and the Enrolled Affiliate will determine the Enrolled Affiliate's actual price and payrnent. torms. Except for changes made by this Amendment, the Enrollment or Agreenient identified above remains unchanged and in full force and effect. If there is any conflict between any provision in this Amendment and any provision in the Enrollment or Agreement identified above, this Amr ridmenl shall control. —ThWA—nmendment must be attached to a signature form to be valid. Riverside COUnty E-A Amend 8.7.docx I CTM I C'1-M-CN'I'-OPI'-I'WK I ur) I AmprdinertArm :A {I CTTV-CPT-(PT-FWK BD Page ? of 2 Licensing Solution Provider Agreement Number PSA-0001529 This Licensing Solution Provider Agreement is made and entered into this 22nd day of October 2019, by and between Softchoice Corporation, a New York Corporation ("CONTRACTOR"), and the COUNTY OF RIVERSIDE, a political subdivision of the State of California, ("COUNTY"). WHEREAS, COUNTY and Microsoft Corporation ("Microsoft") have entered into that certain Microsoft Enterprise Agreement (Master Agreement No. 8084445; the "Master Agreement"), effective August 23, 2019, under which COUNTY has the ability to enter into one or more enrollments to order certain Microsoft product licenses; WHEREAS, CONTRACTOR desires to provide support to COUNTY and its Enrolled Affiliates (as defined in the Master Agreement) for said licenses under this Agreement and hereby represents that it has the skills, experience, and knowledge necessary to perform under this Agreement; and WHEREAS, COUNTY desires to accept CONTRACTOR's services under this Agreement. NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties agree as follows: This Agreement covers all enrollments for all products licensed under the Master Agreement. All terms and conditions of the Master Agreement, attached as Exhibit E of this Agreement and incorporated by reference, shall apply to the purchase of related products and services. 2. This Agreement is available for use by all government entities within the State of California (an "Enrolled Affiliate") for the duration of the Term (defined below in section 4). Enrollment documents will contain the terms and conditions specific to each entity. 3. CONTRACTOR agrees to extend the same pricing, terms, and conditions as stated in this agreement to each and every government entity in the State of California. Terms and conditions are governed by this Agreement, the Master Agreement, and the applicable enrollment documents for each entity. Entities shall make purchases in their own name, make direct payment to CONTRACTOR, and be liable directly to CONTRACTOR for all obligations. 3.1 COUNTY shall in no way be responsible to CONTRACTOR for Enrolled Affiliates' purchases and obligations. COUNTY shall in no way be responsible to other entities for their purchases or any acts or omissions of CONTRACTOR, including but not limited to product selection or implementation, services or other related matters. 3.2 CONTRACTOR shall notify Enrolled Affiliate in writing of the terms and conditions stated in Section 11. 4. This Agreement shall be effective from November 1, 2019 through October 31, 2021, unless terminated earlier (the "Term"). 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 222019 �j ILt Licensing Solution Provider Agreement Number PSA-0001529 officers, employees, subcontractors, agents or representatives arising out of or in any way relating to this Agreement, including but not limited to property damage, bodily injury, or death or any other element of any kind or nature. CONTRACTOR shall defend the Indemnitees at its sole expense including all costs and fees (including, but not limited, to attorney fees, cost of investigation, defense and settlements or awards) in any claim or action based upon such acts, omissions or services. 5.2 With respect to any action or claim subject to indemnification herein by CONTRACTOR, CONTRACTOR shall, at their sole cost, have the right to use counsel of their own choice and shall have the right to adjust, settle, or compromise any such action or claim without the prior consent of COUNTY; provided, however, that any such adjustment, settlement or compromise in no manner whatsoever limits or circumscribes CONTRACTOR indemnification to Indemnitees as set forth herein. 5.3 CONTRACTOR'S obligation hereunder shall be satisfied when CONTRACTOR has provided to COUNTY the appropriate form of dismissal relieving COUNTY from any liability for the action or claim involved. 6. Contractor Responsibilities: CONTRACTOR will offer the following services to each Enrolled Affiliate at no additional charge. It is the responsibility of the Enrolled Affiliate to determine which products and/or services, if any, meet their needs and communicate that to the CONTRACTOR. 6.1 Provide reports showing year to date annual spend according to Enrolled Affiliate's specifications. Frequency will be determined by each Enrolled Affiliate (monthly, quarterly, etc.). 6.2 Provide a short synopsis of why an amendment is needed and the ramification of each amendment to an enrollment at the time of such amendment. 6.3 Provide an updated price list on an annual basis or when requested by Enrolled Affiliate. 7. CONTRACTOR's Microsoft Enterprise Agreement license subscription price attached hereto as Exhibit A and service rates attached hereto as Exhibit B. 8. CONTRACTOR's Microsoft Enterprise Agreement Participation Form attached hereto as Exhibit C and incorporated herein by reference. 9. Usage Reporting: CONTRACTOR will provide to COUNTY the Licensed Support Provider (LSP) Reporting of Active Enrollments to Master Microsoft Enterprise Agreement No. 8084445, Select Plus Agreement No. 7756479, Microsoft Premier, Unified, and MCS Support services, showing a list of enrollments by February 15th of each year. Forms shall be submitted electronically to 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 (100K*.5%). RCIT will invoice the Awarded LSP annually based on the enrollments verified from the Page 2 of 11 Licensing Solution Provider Agreement Number PSA-0001529 "Reporting of Active Enrollments" list submitted by December 15th of each year. Payment is due to Riverside County Information Technology thirty (30) days from invoice date. 10.1 Riverside County Information Technology (RCIT) will invoice the CONTRACTOR annually based on the enrollments verified. Payment is due to RCIT within thirty (30) days of invoice date. The COUNTY will not accept credit as a form of payment. 10.2 Failure to meet the administrative fee requirements herein and submit fees on a timely basis may constitute grounds for immediate termination of this Agreement. 11. Contract Management: The contacts for this Agreement for COUNTY shall be both RCIT and Purchasing as listed below. COUNTY Primary Contact: Jim Smith 3450 14th Street Riverside, CA 92501 CONTRACTOR contact: Dave Tomke 314 W. Superior St., Suite 300 Chicago, IL 60654 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. 12. Termination: 12.1 COUNTY may terminate this Agreement without cause upon thirty (30) days written notice served upon the CONTRACTOR stating the extent and effective date of termination. 12.2 COUNTY may, upon five (5) days written notice terminate this Agreement for CONTRACTOR's default, if CONTRACTOR refuses or fails to comply with the terms of this Agreement or fails to make progress that may endanger performance and does not immediately cure such failure. In the event of such termination, the COUNTY may proceed with the work in any manner deemed proper by COUNTY. 12.3 CONTRACTOR's rights under this Agreement shall terminate (except for fees accrued prior to the date of termination) upon dishonesty or a willful or material breach of this Agreement by CONTRACTOR; or in the event of CONTRACTOR's unwillingness or inability for any reason whatsoever to perform the terms of this Agreement. 13. Conduct of Contractor: 13.1 The CONTRACTOR covenants that it presently has no interest, including, but not limited to, other projects or contracts, and shall not acquire any such interest, direct or indirect, which would conflict in any manner or degree with CONTRACTOR's performance under this Agreement. The CONTRACTOR further covenants that no person or subcontractor having any such interest shall be employed or retained by CONTRACTOR under this Agreement. The CONTRACTOR agrees Page 3 of 11 Licensing Solution Provider Agreement Number PSA-0001529 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 (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. Page 4 of 11 Licensing Solution Provider Agreement Number PSA-0001529 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 Kevin Jeffries, Chairman Board of Supervisors Dated: OCT 2 2 2019 ATTEST: Kecia Harper Clerk of the Board By1�w "I , atou Deputy APPROVED AS TO FORM: Gregory P. Priamos County Counsel By: usanna Oh, Deputy County Counsel Softchoice Corporation, a New York corporation By: o— 0 Vince De Palma President and Chief Executive Officer Dated: Page 5 of 11 H� OCT 2 2 2019 Licensing Solution Provider Agreement Number PSA-0001529 Exhibit A Microsoft Enterprise license subscription and services Line Description Price Level Markup % Enterprise Online Services" (including Full USLs, From SA USLs, I Add-ons and Step Ups) M365 E3 and E5, Enterprise Mobility + Level D 3.50 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 3.50 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 3.50 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 3.50 Core Infrastructure Suites, etc. 5 All products for Select Plus Agreement No.7756479. 2.00 6 Microsoft Premier Support 3.50 7 Microsoft Unified Support Services 3.50 8 Microsoft Consulting Services 3.50 Page 6 of 11 Licensing Solution Provider Agreement Number PSA-0001529 Exhibit B License Support Provider (LSP) service rates Line Description Certified Competency Yes/No Hourly Rate Data and Artificial Intelligent 1 Build Intelligent Apps No $0 2 1 Build Intelligent Agents No $0 3 Machine Learning No $0 4 Internet of Thins No $0 5 Globally distributed data No $0 6 OSS Databases No $0 7 Cloud Scale Analytics No $0 8 Data Platform Modernization to Azure No $0 9 Windows Server on Azure No $0 10 Security & Management No $0 11 Datacenter Migration No $0 12 Modern Business Intelligence No $0 Biz Apps 1 Customer Service No $0 2 Field Service No $0 3 Marketing No $0 4 Talent No $0 5 Finance and Operations No $0 6 Business Central No $0 7 Power Apps No $0 8 Power BI No $0 Apps and Infrastructure 1 Azure Stack Yes $235 2 High Performance Compute Yes $235 3 Cloud Native Apps using Serverless Yes $235 4 Modernize Apps Yes $235 5 SAP on Azure No $0 6 Linux on Azure Yes $235 7 Dev O s Yes $235 8 Business Continuity & Disaster Recover Yes $235 9 Windows Server on Azure Yes $235 10 Security & Management Yes $235 11 Datacenter Migration Yes $235 Page 7 of 11 Licensing Solution Provider Agreement Number PSA-0001529 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 $200 2 Security Yes $235 3 GDPR & Compliance No $0 4 Teamwork Yes $235 5 Calling & Meetings Yes $235 6 Modern Desktop Yes $210 7 Office 365 Migration Assistance Yes $210 7a Mail Yes $210 7b Teams Yes $235 7c SharePoint No $0 7d OneDrive Yes $210 Page 8 of 11 Licensing Solution Provider Agreement Number PSA-0001529 Exhibit C Microsoft LSP Participation Form DAVE ROGERS JENNIFER HILBER, ACIO Assistant Chief Executive Officer Enterprise Applications Bureau Chief Information Officer RCIT GUSTAVO VAZQUEZ, ACIO Converged Communications Bureau JIM SMITH Public Safety Enterprise Communications Chief Technology Officer GIL MEDIA, ACIO Technology Services Bureau Microsoft LSP Participation Form (RFQ #RIVCO-2020-RFQ-0000048 Attachment 3) Complete this form and return to: Payment should be made to: Riverside County Information Technology Attention: Rick Hai 3450 14th Street, Fourth Floor E-mail: RHai(cbrivco.org Riverside, CA92501 County of Riverside TIN #: 95-6000930 CompanyName: SoftchoiceCorooration Name Dave Tomke Title: TerritorySalesDirector.USPublicSector Address: 314WSuoeriorSt.Suite400 Chicago 60654 312-655-9002 City: Zip Code: Telephone#: Fax#: 877-310-7639 Email: dave.tomkeasoftchoice.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. 9/11 /2019 Signature Date David Butkiewicz Contract Program Manager Printed Name Title Page 9 of 11 Licensing Solution Provider Agreement Number PSA-000001529 Exhibit D Microsoft LSP Reporting of Active Enrollments Form LSP Name Company name RIVCO Contract ID RIVCO-20800-00x-xx/xx Microsoft Agreement Numbers 01E69633, 01E73134, AND NEW Master Enrollment Enrollmen t Number: Enrollment Entity: Start Date: End Date: Annual Spend Enrollment Contact: Enrollment Contact Email: Enrollment Contact Tel: 8084445 87654321 Riverside County Information Technology 1/01/1 2 1213111 6 $645,000.00 John Doe John.Doe@riverside.ore 951-555-1212 Page 10 of it Licensing Solution Provider Agreement Number PSA-000001529 Exhibit E Master Agreement Attached include the followings: 1) Signature Form 2) Microsoft Enterprise Agreement 3) Microsoft Enterprise Agreement Amendment Page 11 of 11 MSE#: (MSLI Tracking Number) Microsoft Document Headersheet * This is for informational purposes only * 5-0000004275258 Doc Type: Signature Form 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 .Outsourcer Name: Business Agreement Number: Master Agreement Number: 8084445 Agreement Number: Purchase Order Number. comments: 8/23/2019 9:42:66 PM Account Manager Name / Alias: pIpNININI�'��uIInIINItlidAIAI � (Scanning Code) 0Microscift Program Signature Form PdWIMSA n:rmher Afire?merit ritttnher 8 O Di /qL / S Vn- ILIme Ucensing 004-kayleed-S-04 Note-, Enter the applicable active numbers nssociated with the documents below, Microsoft requires the associated active number be indicated here, or listed below as new. For the purposes of this four, '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, T� • � • .^'�'i 1. ..aid:� :c.-•::ay:: . 'pr°.'1 .��-.'_♦,v�irGs� Enter rise Agreement X20-10209 -Chrrose A reeme nf= Document Number or Code Choose A reement> Document Number or Code <Choose �reenent> Document Number or Code _ <Choose Agreement> T <Choose Enrollrnent/Re istration> Document Number or Code Document Number or Code <Choose Enrollruent(Re istration> Document Number or Code <Choose Enrollment/Re istration> I Document Number or Code <Choose Enrollment/Re istration> Document Number or Code <Choose Enrollm ent/R egistrat ion> Amendment to Corii act Documents - Document Number or Code CTN1-CPT-OPT-FWK (new) -- 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. ter ,.r Name of Entity q(m t 1) le Al,entity nI ame)* County of Riverside Signature* Printed First and Last Name• Printed Title Jr' r Pfm(Ar-ewl-eKrT" COt4 -s.9"a, Gria'r s Signature Date* O8' 2 2/2 �1c, Tax 1D 14 rrrdicates required Held I 4 Ptrs�rmiSi�nFwrnitetSSigr.;tplA,LatArrlE;teRA,MLItENG}(hug'e•�I•li Par, - I of Microsoft Corporation Signature - '' _ �® Micric soft Printed First and Last Marne i Mimeoft Corp mtion Printed Title AUG 2 3 019 Signature Date (date tvuerusoft Affiliate countersigpst i Chance tall Agreement Effective Date I / Dul Authorized (may be efferent. than ldiaumYifl s s yrnturc (me) g Mao � `7 4icrosoft Cor n behalf of oration Optional 2nd Customer signature or Outsourcer signature (if applicable) Name of Entity (must be legal entity name)" Signature" Printed First and Last Name" Printed Title i Signature Date' indicales require[_ field a Name of Entity (must he legal entity name)" Signature" Printed First and last Name' Printed Title r Signature Date' rrtcfrcafes'leatfired field If Customer requires physical media, additional contorts, or is reporting multiple previous Enrollments, include the appropriato 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 accountlnanager, 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 6100 Nell Road, Suite 210 Reno, Nevada 89511•-1137 USA I I Pronr�inSiinfornif:ASSi�n)(tdA.I srAnijFYHRAVI l(ENGI(Aua20tit) Page 2of 2 k Microsoft Document Headersheet * This is for informational purposes only * I (MSL5-0000004275258 MSLI Tracking Number) i f Doc Type: Agreement I Do not modify the formatting or spacing of this Form above this text Subsidiary: Account Manager Name / Alias: Country: United States LAR/LAD/ESA: Insight Direct USA, Inc. ProgramNersion EA 6 2016 r (Scanning Code) ACCOUNT: County of Riverside Outsourcer Name: Business Agreement Number: Master Agreement Number: 8084445 Agreement Number: Purchase Order Number: I Comments: I I 8/23/2019 9:42:31 PM i ksl o` miun-stet VoIt.(rrie Licensing Enterprise Agreement State and Local Not for Use with FAimsofl Rosiness Agreement or P ku6snfl Aminetiti arxi Neuviceti Auw.srij rnl This Microsoft Enterprise Agreement ('Agrdement') is entered into between the entities identified on the signature form. I Effective date. The effective date of this Agreement is the earliest effective date of any Enrollment entered into under this Agreement or the date Microsoft accepts this Agreement, whichever is earlier. This Agreement consists of (1) these Agreement terms and conditions, including any amendments and the signature form and all attachments identifiedrtherein, (2) the Product Terms applicable to Products licensed tinder this Agreement, (3) the Online Services Terms, (4) any Affiliate Enrollment entered into under this Agreement, and (5) any order submitted under this Agreement. Please note: Documents referenced in this Agreement but not attached to the signature form may be found at httaJ.hvww Microsoft cornllicensin ilcontracts and are incorporated in this Agreement by reference, including the Product Terms and Use Bights. These documents may contain additional terms and conditions for Products licensed under this Agreement and may be changed from time to time. Customer should review such documents carefully, both at the time of signing and periodically thereafter, and fully understand all terms and conditions applicable to Products licensed. Terms and Conditions 9. Definitions "Affiliate" means a, with regard to Customer, (i) any government agency, department, office, instrumentality, division, unit or other entity of the state or local government that is supervised by or is part of Customer, or which supervises Customer or of which Customer is a part, or which is under common supervision with Customer, (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 state jurisdiction and geographic boundaries; and (iii) any other entity in Customer's state expressly authorized by the laws of Customer's state to purchase under' state contracts; provided that a state and its Affiliates shall not, for purposes of this definition, be considered to be Affiliates of the federal government and its Affiliates; and ' b. with regard to Microsoft, any legal entity that INAicrosoft 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 for 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. F'A2ntfirn<tr(us��;t.C,(�ntc�)(Mrsv2Qiu) Page I of I I Uocurient X28-102M "Enrollment" means the document that an Enrolled Affiliate submits under this Agreement to place orders for Products. "Enterprise" means an Enrolled Affiliate and the Affiliates for which it is responsible and chooses on its Enrollment to include in its enterprise, "Fixes" means Product fixes, modifications or enhancements, or their derivatives, that Microsoft either releases generally (such as Product service 1packs) 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 Services means the Microsoft -hosted services identified as Online Services in the Product Terms. "Online Services Terms" means the additional terns that apply to Customer's usr< of Online Services published on the Volume Licensing Site and'updated from time to time. "Product" means all products identified in the Product Terms. such as all Software, Online Services and other web -based services, including pre-release or beta versions. "Product Terms" means the document that provides information about Microsoft Products and Professional Services available through volume licensing, The Product Terms document is published on the Volume Licensing Site and is updated from time to time. "SLA" means Service Level Agreement, which specifies the 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 ProdLIC(Terms. 'Trade Secret" means information that is not generally known or readily ascertainable to the public, has economic value as a result, and has been Subject to reasonable steps under the circumstances to maintain its secrecy. 1 "use" or "run" means to copy, install, use, access, display, run or otherwise interact. "Use Rights" means the use rights or terns of service for each Product published on the Volume Licensing Site and updated from time to time. The Use Rights supersede the terms of any end user license agreement that accompanies a Product. The Use Rights for Software are published by Microsoft in the Product Terris. The Use Rights for Online Services are published in the Online Services Terms, "Volume Licensing Site" means hitp;!?arsn-�.nilcrosoft.conllicensino/contracts or a successor site. -- 2. How the Enterprise program works a. General. The Enterprise program consists of the terms and conditions on which an Enrolled Affiliate may acquire Product Licenses. Under the Enterprise program, Customer and its Affiliates may order Licenses forl Products by entering into Enrollments. b. Enrollments. The Enterprise firogram gives Customer and/or its Affiliates the ability to enter into one or rfiore Enrollments to,order Products, Subscription Enrollments may be available for some of these Enrollments. PJotwithstanding 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 reference in that Enroltrrient. FA29IrjAxjr(t,I1_,)yl (4FN(;)(Nov21)16) Page 2 or 1 I Document X20•10209 c. Licenses. The types of Licenses available are (1) Licenses obtained under Software Assurance (L&SA), and (2) Sub'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. Microsoft grants the Enterprise a non-exclusive, 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 Agreement. 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 for some Subscription Licenses. Except as otherwise noted in the applicable Enrollment or use Rights, all other Licenses become perpetual only when ail payments for that License have been made and the initial Enrollment term has expired. c. Applicable Use Rights. (i) Products (other than Online services). The Use Rights in effect on the effective date of the applicable Enrollment term will apply to Enterprise's use of the version of each 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 not change which Use Rights apply to those Licenses. (H) Online Services. For Online Services, the Use Rights in effect on the subscription start date will apply for the subscription term as defined in the Product Terms. d. Downgrade rights. Enrolled Affiliate may use au earlier version of a Product other than Online Services than the version that is current on the effective elate of the Enrollment. For Licenses acquired in the current Enrollment term, the Use Rights for the current version apply to the use of the earlier version. If the earlier Product version includes features that are not in the new version, then the Use Rights applicable to the earlier version apply with respect to those features. e. New Version Rights under Software Assurance. Enrolled Affiliate must order and 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 Enrolled Affiliate chooses 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. (ii) If the License for (he 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 Sofware Assurance replace any perpetual Licenses for the earlier version. f. License confirmation. This Agreement, the applicable Enrollment, Enrolled Affiliate's order confirmation, and any documentation evidencing transfers of perpetual Licenses, together with Proof of payment, will be Enrolled Affiliate's evidence of all Licenses obtained under an Enrollment. EA20I6Agr(US)SLC(ENG1(Nav2016) haoe 3 of 'I I t DdWrnant Y20•i0209 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 entity or an operating division, (2) a privatization of an Affiliate or an operating division of Enrolled Affiliate or any of its Affiliates, or (3) a consolidation including a merger with a third 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 this Agreement. Making copies of Products and re -imaging rights a. General. Enrolled Affiliate marj make as many copies of Products, as it needs to distribute them within the Enterprise. Copies murt be true and complete (including copyright and trademark notices) from mastencopies 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 notify 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. Copies for trainingfevaluation and back-up. For all Products other than Online Services. Enrolled Affiliate may: (1) use 6p 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 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. flight to re -image. In certain cases, re -imaging is permitted using the Product media. If the Microsoft Product is licensed (1) from an original equipment manufacturer (OEM), (2) as a full packaged Product through a retail source, or (3) under another Microsoft program, then media provided under this Agreement may generally be used to create images for use in place of copies provided through that separate source. This right is conditional upon the following: (i) Separate Licenses must be acquired from the separate source for each Product that is re - imaged, (H) 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 the re-irnaged Product permitted remains the same. (Ili) Except for copies of an ape r rating system and copies of Products licensed under another Microsoft program, the Product type (e.g... Upgrade or full License) re -imaged must he identical to the Product type licensed from the separate source. (iv) Enrolled Affiliate must adhere to any Product -specific processes or requirements for re - imaging identified in the Product Terms. Re -imaged Products remain subject to the terms and use rights of the License acquired from theseparatesource. This subsection does not create or extend any Microsoft warranty or support obligation. ' 5. Transferring and reassigning Licenses. a. License transfers. License transfers are not permitted, except that Customer or an Enrolled Affiliate may transfer only full/ -paid perpetual licenses to: (I) an Affiliate, or (li) a third party solely in connection 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 L•h20lfitigr(IaS)SlG(EtJG;(iJnv2�1'3ti r Page of 11 DocurneW X20.10209 operating division of Enrolled Affiliate or an Affiliate. (l3) a reorganization, or (C) a consolidation, r Upon such transfer, Customer'or Enrolled Affiliate must uninstall and discontinue using the licensed (product and render any copies unusable. b. Notification of License Transfer. Enrolled Affiliate must notify Microsoft of a License transfer by completing a license transfer form, which can be obtained from htto:llrvww.microsoftconlll:censina/corrtrncts and sending the completed form to Microsoft before the License transfer. No License transfer will be valid unless Enrolled Affiliate provides to the transferee, and the transferee accepts in writing, documents sufficient to enable the transferee to ascertain the scope, purpose and limitations of the rights granted by Microsoft under the licenses being transferred (includingthe applicable Use Rights, use and transfer restrictions, warranties and limitations of liability). Any License transfer not made in compliance with this section will be void. i c, Internal Assignment of Licenses and Software Assurance. Licenses and Software Assurance must he assigned to a single user or device within the Enterprise. Licenses and Software Assurance may be reassigned within the Enterprise as described in tiie Use Rights. 6. Term and termination. a. Term. The term of this Agreement will be 36 full calendar months from the effective date unless terminated by either party as described below. Each Enrollment will have the term provided in that Enrollment. 3 b. Termination without cause, Either party may terminate this Agreement, without cause, upon 60 days' written notice. In the event of termination, new Enrollments will not he accepted, but any existing Enrollment will continue for the term of such Enrollment and will continue to be governed by this Agreement. c. Mid-term termination for non appropriation of Funds, Enrolled Affiliate may terminate this Agreement or an Enrollment without liability, penalty or further obligation to make payments if funds to make payments under the Agreement or Enrollment are not appropriated or allocated by the Enrolled Affiliate for such purpose. cf. Termination for cause. Without limiting any other remedies it may have, either party may terrrrinate an Enrollment if the other party materially breaches its obligations under this Agreement, including any obligation to submit orders or pay invoices. Except where the breach is by its nature not curable within 30 days, the terminating party must give the other party 30 days' notice of its intent to terminate and an opportunity to cure the breach, If Microsoft gives such notice to an Enrolled Affiliate, Microsoft also will give Customer acopy 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 Microsoft, and Microsoft may terminate the former Affiliate's Enrollment. If an Enrolled Affiliate terminates its Enrollment as a result of a breach by Microsoft, or if Microsoft terminates an Enrollment because 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 terminates 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 may immediately pay the total remaining amount dire, including all installments, in which case, the Enrolled Affiliate will have perpetual rights for all Licenses it has ordered; or I I-A201riAgl(US)SL6(GPI G)tN7V201G) ppyu ri of I r nncumrnl X2n-10e09 (it) It may pay only amounts due as of the termination date, in which case the Enrolled Affiliate will have perpetual Licenses for. 1) all copies of Products (including the latest version of Products ordered tinder SA coverage in the current term) for which payment has been made in full, and 2) the number of copies of Products it has ordered (including the latest version of Products ordered under Software Assurance coverage in current term) that is proportional to the total of installment payments paid versus total amounts due (paid and payable) if the early termination had not occurred. (iii) In the case of early tennination under subscription Enrollments, Enrolled Affiliate will have the following options; 1) For eligible Products, Errolled Affiliate may obtain perpetual Licenses as described in the section of the Enrollment titled "Buy-out option,` provided that Microsoft receives the buy-out order for those Licenses within 60 days after Enrolled Affiliate provides notice of termination. 2) In the event of a breaO) by Microsoft, If Customer chooses not to exercise a buy-out option, Microsoft will issue Enrolled Affilaite a credit for any amount paid in advance for Subscription Licenses that the Enterprise will not be able to use to do the termination of the Enrollment, 1 Nothing in this section shall affect perpetual License rights acquired either in a separate agreement or in a prior teanof the terminated Enrollment. f. Effect of termination or expirakion. When an Enrollment expires or is terminated, (i) Enrolled Affiliate must order Pcenses for all copies of Products it has run for which it has not previously submitted an order. Any and all unpaid payments for any order of any kind remain due and payable, Except as provided in the subsection 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 not renew Software Assurance, g. Modification or termination of an Online Service for regulatory reasons. Microsoft may modify or terminate an Online Service where there is any current or future government requirement or obligation that: 110) subjects Microsoft to any regulation or requirement not generally applicable to buslnesses operating in the jurisdiction; (2) presents a hardship for Microsoft to continue operating the Online Service without modification; and/or (3) causes Microsoft to believe these terms or the Online Service may conflict with any such requirement or obligation. I h. Program updates. 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 the time of an Enrollment renewal. 7. Use, ownership, rights, and restrictions. 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 the terms of the applicable supplemental agreement. b. Fixes. Each Fix is licensed under the same terms as the Product to which it applies. If a Fix is not provided fora specific, Produict, 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 L•: NIbAgr(US)SLG(E,1,rG)(Nov2D161 rage Gof i1 r Document X20.1020 d. Restrictions. Enrolled Affiliate must not (and is not licensed to) (1) reverse engineer, decompile, or disassemble any. Product or Fix; (2) install or use non-folicrosoft softvaare 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 limitations in a Product or Fix or restrictions in Product documentation. Ctrstomermbst not (and is not licensed to) () separate and run parts of a Product or Fix on more than one device, upgrade or downgrade parts of a Product or Fix at different times, or transfer parts of a Product or Fix separately; or (ii) distribute, sublicense, rent, lease, lend any Products or Fixes, in whole or in part, or use them to offer hosting services to a third party.' e. Reservation of rights. Products and Fixes are protected by copyright and other intellectual property rights laws and international treaties. PAicrosoft 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 device do not give Customer any right to Priplement Microsoft patents or other Microsoft intellectual property in the device itself or in any other software or devices. 8. Confidentiality. "Confidential Information" is non-public information that is designated `confidential" or that a reasonable person should understand is confidential, including Customer Data. Confidential Information does not include information that (a) becomes publicly available without a breach of this agreement, (b) the receiving party received lawfully from another source without a confidentiality obligation, (c) is independently developed, or (d) is a comment or suggestion volunteered about the other party's business, products or services. Each party will take reasonable steps to protect the other's Confidential I nforrnation and will use the other party s Confidential Information only for purposes of the parties' business relationship. Neither party will disclose that Confidential Information to third parties, except to its employees, Affiliates, contractors, advisors and consultants ('Representatives") and then only on a need -to -know basis under nondisclosure obligations at least as protective as this agreement. Each party remains responsible for the use of the Confidential Information by its Representatives and, in the event of discovery of any 1.1 nauthorized use or disclosure, must promptly notify the other party. A party may disclose the other's Confidential Information if required by law; but only after it notifies the other party (if legally permissible) to enable the other party to seep a protective order. Neither party is required to restrict work assignments of its Representatives who have had access to Confidential Information. Each party agrees that the use of information retained in Representatives' unaided memories in the development or deployment of the parties' respective products or services does not create liability under this Agreement or trade secret law, and each party agrees to limit what it discloses to the other accordingly. These obligations apply (i) for Customer Data until it is deleted from the Online Services, and Oi) for all other Confidential Information, for a period of five years after a party receives the Confidential Information. 9, Privacy and compliance truth 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 lave 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 (ii) will be subject to the privacy terns specified in the Use Rights. Microsoft will abide by the requirements of European Economic Area and Swiss data protection FA201GAtrr(Uti)51 Gp?M(,)(Now2010, Pane 7 of t r DbCU111011t X20.10209 law regarding the collection, use, transfer, retention, and other processing of personal data from the European Economic, Ar'ea and Switzerland. c. U.S. export. Products and Fixes are subject to U.S. export jurisdiction. Enrolled Affiliate must comply with all applicable international and national laws, including the U.S. Export Administration Regulations and' International Traffic in Arms Regulations, and end -user, end use and destination restrictions issued by U.S. and other governments related to Microsoft products, services and technologies. 10, Warranties. a Limited warranties and remedies. (I) Software. Microsoft warrants that each version of the Software will perform substantially as described in the applicable Product documentation for one year from the date the Enterprise is first licensedifor that version. If it does not and the Enterprise notifies Microsoft within the warranty term, then Microsoft will; at its option (1) return the price Enrolled Affiliate paid for the Software license, or (2) repair or replace the Software, (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 SLA. The remedies above are the Enterprise's sole remedies for breach of the warranties in this section. Customer waives any breach of warranty claims not made during the warranty period. b. Exclusions. The warranties in -this agreement do not apply to problems caused by accident, abuse, or use in a manner inconsistent with this Agreement, including failure to meet minimum system requirements. These 'warranties do not apply to free, trial, pre-release, or beta products, or to components of Products that Enrolled Affiliate is permitted to redistribute. c. Disclaimer. Except for tile'lirnited warranties above, Microsoft provides no other warranties or conditions acid disclaims any other express, implied, or statutory warranties, including warranties of quality, title, non -infringement, merchantability, and fitness for a particular purpose. 11. Defense of third party claims. The parties will defend each other against the third -party claims described in this section and will pay the amount of any resulting adverse final judgment or approved settlement, but only if the defending party is promptly notified in writing of the claim and h'as 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 party will reimburse the other party for reasonable out-of-pocket expenses it incurs in providing assistance. This section describes the parties' sole remedies and entire liability for such claims. 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 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) misappropriates a trade secret or directly infringes a patent, copyright, trademark or other proprietary right of a third party. If Microsoft is unable to resolve a claim of Infringement under commercially reasonable terms, it may, at its option, either (1) modify or replace the Product or Fix with a functional equivalent; or (2) terminate Enrolled Affiliate's license and refund any prepaid license fees (less depreciation on a five-year, straight-line basis) for perpetual licenses and any amount paid for Online Services for any usage period after the terminal ion dale. Microsoft will not be liable for any claims or damages due to Enrolled Affiliate's continued use of a Product or Fix after being notified to stop due to a third -party claim. b, By Enrolled Affiliate. To the extent permitted by applicable law, Enrolled Affiliate will defend Microsoft against any third -party claim to the extent it alleges that: (1) any Customer Data or EA2016Agr(US)SLG(ENG)(IJcw2016) I Page 8 or I I Document x20.1420 non -Microsoft software hosted in an Online Service by Microsoft on Enrolled Affiliate's behalf misappropriates a trade secret 'or directly infringes a patent, copyright, trademark, or other proprietary right of a third party; or (2) Enrolled Affiliate's use of any Product or Fix, alone or in combination with anything else, . fates the law or damages a third party. 12. Limitation of liability. ' For each Product, each party's maximum, aggregate liability to the other under this Agreement is limited to direct damages finally awarded in an amount not to exceed the amounts Enrolled Affiliate was required to pay for the applicable Products during the 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 claim will not exceed the amount Enrolled Affiliate paid for the Online Service during the 12 months before the incident. b. Free Products and Distributatiie 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 LISS5,000. c. Exclusions. In no event will either party be liable for indirect, incidental, special, punitive, or consequential damages, or for loss of use, loss of business information, loss of revenue, or interruption of business, howevdr caused or on any theory of liability. d. Exceptions. No limitation or exclusions will apply to liability arising out of either party's (1) confidentiality obligations (except for all liability related to Customer Data, which will remain subject to the limitations and exclusions above); (2) defense obligations; or (3) violation of the other party's intellectual property rights. i 93. Verifying compliance. a. Right to verify compliance. Enrolled Affiliate must keep records relating to all use and distribution of Products by Enrolled Affiliate and its Affiliates. Microsoft has the right, at its expense, to the extent permitted by applicable law, to verify compliance with the Product's license 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, strblicenses, or distributes to ih'ird parties- Enrolled Affiliate agrees to complete Microsoft's self -audit process, which Microsoft may require as an alternative to a third party audit. b. Remedies for non-compliance. If verification or self -audit reveals any unlicensed use or distribution, then within 30 days', f1) Enrolled Affiliate must order sufficient Licenses to cover that use or distribution, and (2) if unlicensed use or distribution is 5% or more, Enrolled Affiliate must reimburse Microsoft for the cost Microsoft has incurred in verification and acquire the necessary 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 to actual Install base. if there is no unlicensed use, Microsoft will not subject Enrolled Affiliate to ianother 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 intellr ectual property by any other means permitted by law. c. Verification process. Microsoft will notify, Enrolled Affiliate at least 30 days in advance of its intent to verify Enrolled Affiliate's compliance with the license terms for the Products Enrolled Affiliate and its Affiliates use or distribute. Microsoft will engage an independent auditor, which %Pdll 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, lake place during normal business hours and in a manner that does not interfere unreasonably with Enrolled Affiliate's operations. t-AN1GAg1tt)SjSLCi(tNG)(N(jv2016) PaEp? C1 of 1 r 0momenl X20-It1201 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 be in writing and will be treated as delivered on the date shown on the return receipt or on the courier or fax confirmation of delivery. Microsoft may provide information to Enrolled Affiliate about upcoming ordering deadlines, services, and subscription information in electronic form, including by email to contacts provided by Enrolled Affiliate. Emails will. be treated as delivered on the transmission date. 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 time to lime in accordance erilh the terms of this Agreement. Any conflic(ing terms and conditions contained in an Enrolled Affiliate's purchase order will not apply. Microsoft may require Custonerto sign a new agreement or an armenclnient before an Enrolled Affiliate enters into an Enrollment under this agreement. f. Assignment. Either party may assign this Agreement to an Affiliate, but must notify the other party in writing -of the assignment. Any other proposed assignment must be approved by the non -assigning party in writing. Assignment will not relieve the assigning party of its obligations under the assigned agreement Any attempted assignment without required approval will be void, i g. Applicable taw; dispute resolution. The terms of this Agreement will be governed by the laws of Customer's state, withar,rt giving effect to its conflict of laws. Disputes relating to this Agreement will be subject to applicable dispute resolution laws of Customer's state. h. Severability, If any provision in this 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 (toes 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 term of the Agreement, 1. Management and Reporting. Customer and/or Enrolled Affiliate may manage account details (e.g., contacts, orders, Licenses, software downloads) on Microsoft's Volume Licensing Service Center (" VLSC') web site (or successor site) at: httns.r;wyrw ni:crosofl.corn.4icensinelservicecenter. Upon the effective (late of this Agreement and any Enrollments, the contact(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 that is not expressly resolved in those documents, their terms will control in the following order from highest to lowest priority: (1) this Enterprise Agreement, (2) any Enrollment, (3) the Product Terms, (4) the Online Services Terms, (5) orders submitted under this Agreement, and (6) any other documents in this Agreement, Teems in an airlendinent control over the amended document and any -prior amendments concerning the same subject matter. EA 0I1iAgi(uS)SLG(E1JG)(Nov2o16) i rage in of 11 Docurnent X20 1020.3 r r n. Free Products. It is MiCfoSOR's intent that the terms of this Agreement and the Use Rights be in compliance with all applicable federal law and regulations. Any free Product provided to Enrolled Affiliate is for the sole iise and benefit of the Enrolled Affiliate, and is not provided for use by or personal benefit of any specific government employee. o. Voluntary Product Accessibility Templates. Microsoft supports the government's obligation to provide accessible technologies to its citizens with disabilities as required by Section 508 of the Rehabilitation Act of 1973, and its state law counterparts. The Voluntary Product Accessibility Templates (" VPATs") 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 h�.?twwvj.rr;lcrosoft.com/enable. p. Natural disaster, In the event of a "natural disaster," Microsoft may provide additional assistance or rights by pasting them on httr):)1v wj.microsoft.com at such time. q. Copyright violation. Except -as set forth in the section above entitled "Transferring and reassigning Licenses", the Enrolled Affiliate agrees to pay for, and comply with the terms of this Agreement and the Use Rights,'for the Products it uses. Except to the extent Enrolled Affiliate is licensed under this Agreemenl, it will be responsible for its breach of this contract and violation of Microsofl's copyright in the Products, including payment of License fees specified in this Agreement for unlicensed use. a t EA201GPAr(1)S)SLG(F_NG)(Nav2C11151) r Payc 11 of I f r?ac:wnsnf Y.2.7-10d{i� °n 'Microsoft 11�aILJI'rl(� 1_ir-Pr1sii�q Supplemental Contact Information Form This form can be used in combination with IVIBSA, Agreement, and EnrollmenttRegistration. However, a separate form must be submitted for each enrollment/registration, when more than one i;; submitted on a signature form. For the purposes of this form, 'entity' can mean the signing entity, Customer, Enrolled Affiliate, Government Partner, Institution, or other party entering into a volume licensing program agreement. Primary arid Notices contacts in this form will not apply to enrollments or registrations. This form applies to: ❑ MBSA OX Agreement ❑ Enrollment/Afftiliate Registration Form Insert primary entity name if more than one EnrollrnenttRegistration 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 (1) indicate required fields; if the entity chooses to designate other contact types, the same required fields must be corfipleted for each section. By providing contact information, entity consents to its use for purposes of administering the Enrollment by Microsoft and other parties that help Microsoft administer this Enrollment. The personal information provided in connection with This agreement .will be used and protected according to the privacy statement available at httns:.'licensinq .m icrosofl.com. 9. Additional notices contact. *'his contact receives all notices that are sent from Microsoft. No online access is granted to this individual, Name of entity* County of Riverside Contact narne*; First Regina Last Funderburk Contact email address* RFunderburk@rivco.org Street address` 3450 14th Street, 4th Floor' City* Riverside State/Province* California Postal code* 9250*1-3861 Country' USA Phone" 951-955-2265 Fax r ❑ This contact is a third party (not the entity). Warning: 'Phis contact receives personally identifiable information of the entity. r 1 2. Software Assurance manager. This contact will receive online permissions to manage the Software Assurance benefits under the - Enrollment or Registration. Narne of entity* County of Riverside Contact name`: First Regina Last Funderburk Contact email address* RFunderburk@rivco.org Street address* 3450 14th Street, 4th Floor, City"Riverside StatelProvince* California Postal code* 92501-3861 SupG�ntacp�ic,Form(NA,IVf>)(FMC',)fr�rt20r'? Page 1 or:t Country* USA Phone* 951-955-2265 Fax ❑ This contact is a third party (not the entity). information of the entity. 3. Subscriptions manager. Warning: This contact receives personally identifiable This contact will assign MSDN.. Expression, and TechNet Plus subscription licenses to the individual subscribers under this Enrollment or Registration. Assignment of the subscription licenses is necessary for access to any of the online benefits, such as subscription downloads. This contact will also manage any complimentary or additional media purchases related to these subscriptions. Name of entity' County of Riverside Contact name": First Regirin Last Funderburk Contact email address' RFunderburk a rivco.orct Street address* 3450 14th Street, 4th Floor City* Riverside State/Province' California Postal code' 92501-3861 Country* USA Phone* 951-955-2265 Fax ❑ This contact is a third party (not the entity). Warning: This contact receives personally identifiable information of the entity. 4. Online services manager. This contact will be provided online pennissiorts to manage the online services ordered under the Enrollment or Registration. Name of entity* County of Riverside Contact name': First Luis Last Flores Contact email address* LFFlores@rivco.org Street address* 3450 14th Street, 41h Floor City' Riverside State/Province' California Postal code' 92501-3861 Country* USA Phone* 951-955-8114 Fax ❑ This contact is a third party (not the entity). Warning: This contact receives personally identifiable information of the entity. 5. Customer Support Manager (GSM). This person is designated as the Customer Support Manager (CSM) for support -related activities. Name of entity* County of Riverside Contact name': First LLIIS Last Flores Contact email address* LFFlores@rivco.org Street address` 3450 141h Street, 4th Floor City* Riverside StatetProvince' 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 primary contact. This contact receives online administrator permissions and may grant online access to others. This contact also receives all notices unless Microsoft is provided written notice of a change. Name of entity' County of Riverside SunContacrhrroFurrn(NA,114D)(t NG)(0CfZ013) Pago 2 or 3 Contact name: First Jim Last Smith Contact email address" jimsmith@rivco.org Street address* 345014th Street, 4th Floor City* Riverside State/Province* CA Postal code* 92501-3861 Country" US Phone* 951-231-5909 Fax 7. Notices contact and online administrator information. This individual receives online administrator f)ermissions and may gnant online access to others. This contact also receives all notices, ® Same as pdmaiy contact Name of entity* Contact name*: First Last Contact email address* Street address' City* State]Province* Postal code' Co u ntry' Phone" Fax ❑ This contact is a third party (not the entity). Warning: This contact receives personally identifiable information of the entity, Su�C nNacnnfnhrurn(r1F.,iM�yii�NG)rOc�aU1"3,? Page 3 of 3 Microsoft Document Headersheet * This is for informational purposes only * I (MSL5-0000004275258 MSLI Tracking Number) Doc Type: Amendments Subsidiary: Country: Do not modify the formatting or spacing of this Form above this text United States LAR/LAD/ESA: Insight Direct USA, Inc. ProoramNersion EA 6 2016 ACCOUNT: County of Riverside Outsourcer Name: Business Agreement Number: Master Agreement Number: 8084445 Agreement Number: Purchase Order Number: Comments: 8/23/2019 9:42:40 PM Account Manager Name / Alias: (Scanning Code) Microsoft Amendment to Contract Documents Agreement Nuintn:r Y-0 944 c Volume Licensing 004-kayleed•S-04 This tunendmerit ("Amendment") is entered into between the parties identified on the attached program signature form. It amends the Enrollment or Agreement identified above. All terms used but not defined in this Amendment will have the same meanings provided in that Enrollment or Agreement. Enterprise Agreement Custom Terms CTM Section 6a, "Terin", is hereby amended and restated as follows: a. Term. The teen of this Agreement will remain in effect unless terminated by either party as described below. Each Enrollinenl will have the torrn provided in that Enrollment. 2. The pricing that Microsofl will offer Enrolled Affiliate's Reseller for Enrollments effeciivc between November 1, 2010 through October 3.1, 2021, and that will apply for the entire initial lerrn of such Enrollments, is as follows: Product -� - ' price—w Examples include but are not limited to Level the following*: Enterprise Online Services` I-evel D N1365 L3 and L5, Enterprise Mobility + (inclurling full USLs. From SA minus 2% Security E3 and E5, Office 365 Enterprise USLS, Add ons and Step Ups) Level D^ E1 or E3, Windows 10 Enterprise E3 or E5 Office 365 Pro Plus, Windows 10 Enterprise Products Enterprise, Gore CAL Suite, Enterprise CAL Suite Additional Products Level D M365 F1, M365 E5 Compliance, M365 E5 Security, Office 365 Enterprise F1, Project Online, Visio Online Plan 1 or Plan 2, Dynamics 365, .Azure, SQL Server, Windows Server, etc. Server and Tools Product Level D SharePoinl Server, SOL Server, BizTalk (applies to Server and Cloud Server, Visual Studio, Core Infrastructure Enrollments only) Suites, etc. I he cx,91110feS includ., r-h— .—i:-nc tr:vl —Qtlali,jinrf FniPrprlsk. nnl]nF' $?r-Aces nre &IC-Filifie) ill Ihe,, PrQ('tlf5 TCrltt$ with fllf.. hell \ tlug QI "170' in the table's for 'Piou-urn Ava•lubility'. 'rlie srxp-, of Enturplise Orilime Services is subje:a to chi ge as EaWfirse Online Serwces OM added. undatedrrw-sed ar_,(,=Wtl from the Ciil&orise prc9fain offering Exclusions apply to the addition,l 2°!o discount nil Enterprise Online Services as follows: Arnc-nMic,llApp vrl0 ClfA-CPT•UPT-FVYK BD r'arte I Cd y • 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 nnly applicable factor is the effective (late of the Lnrollment. • The discount does not apply 10 any extensions of the initial Tenn or renewal Enrollments. • The discount does not apply to any promotional SKUs.. Enrolled Affiliate is entitled to the lower of the promotional price or discounted price. The price level that applies to Eruollrnenls effective on or after November 1, 2021 is Level D for all Products. The Reseller and the Enrolled Affiliate will determine the Enrdlled Affiliate's actual price and payrnenl, Corms. Except for changes made by [his Amendment, the Enrollment or Agreement identified above remains unchanged and in full force and effect. If there is any conflict between any provision in this Amendment and any provision in the Enrollment or Agreement identified above, this Amendment shall control. 1,---fiii-S-A—r�—endment must be attached to a signature form to be valid. I Use Amerdmerolpn v4 Q CTFJ-CPT-OPT-F'WK BD Fage 2 of 2 M 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 222019 Licensing Solution Provider Agreement Number PSA-0001530 officers, employees, subcontractors, agents or representatives arising out of or in any way relating to this Agreement, including but not limited to property damage, bodily injury, or death or any other element of any kind or nature. CONTRACTOR shall defend the Indemnitees at its sole expense including all costs and fees (including, but not limited, to attorney fees, cost of investigation, defense and settlements or awards) in any claim or action based upon such acts, omissions or services. 5.2 With respect to any action or claim subject to indemnification herein by CONTRACTOR, CONTRACTOR shall, at their sole cost, have the right to use counsel of their own choice and shall have the right to adjust, settle, or compromise any such action or claim without the prior consent of COUNTY; provided, however, that any such adjustment, settlement or compromise in no manner whatsoever limits or circumscribes CONTRACTOR indemnification to Indemnitees as set forth herein. 5.3 CONTRACTOR'S obligation hereunder shall be satisfied when CONTRACTOR has provided to COUNTY the appropriate form of dismissal relieving COUNTY from any liability for the action or claim involved. 6. Contractor Responsibilities: CONTRACTOR will offer the following services to each Enrolled Affiliate at no additional charge. It is the responsibility of the Enrolled Affiliate to determine which products and/or services, if any, meet their needs and communicate that to the CONTRACTOR. 6.1 Provide reports showing year to date annual spend according to Enrolled Affiliate's specifications. Frequency will be determined by each Enrolled Affiliate (monthly, quarterly, etc.). 6.2 Provide a short synopsis of why an amendment is needed and the ramification of each amendment to an enrollment at the time of such amendment. 6.3 Provide an updated price list on an annual basis or when requested by Enrolled Affiliate 7. CONTRACTOR's Microsoft Enterprise Agreement license subscription price attached hereto as Exhibit A and service rates attached hereto as Exhibit B. 8. CONTRACTOR's Microsoft Enterprise Agreement Participation Form attached hereto as Exhibit C and incorporated herein by reference. 9. Usage Reporting: CONTRACTOR will provide to COUNTY the Licensed Support Provider (LSP) Reporting of Active Enrollments to Master Microsoft Enterprise Agreement No. 8084445, Select Plus Agreement No. 7756479, Microsoft Premier, Unified, and MCS Support services, showing a list of enrollments by February 15th of each year. Forms shall be submitted electronically to 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 (100K*.5%). RCIT will invoice the Awarded LSP annually based on the enrollments verified from the Page 2 of 11 Licensing Solution Provider Agreement Number PSA-0001530 11. 12 "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 (30) days written notice served upon the CONTRACTOR stating the extent and effective date of termination. 12.2 COUNTY may, upon five (5) days written notice terminate this Agreement for CONTRACTOR's default, if CONTRACTOR refuses or fails to comply with the terms of this Agreement or fails to make progress that may endanger performance and does not immediately cure such failure. In the event of such termination, the COUNTY may proceed with the work in any manner deemed proper by COUNTY. 12.3 CONTRACTOR's rights under this Agreement shall terminate (except for fees accrued prior to the date of termination) upon dishonesty or a willful or material breach of this Agreement by CONTRACTOR; or in the event of CONTRACTOR's unwillingness or inability for any reason whatsoever to perform the terms of this Agreement. 13. Conduct of Contractor: 13.1 The CONTRACTOR covenants that it presently has no interest, including, but not limited to, other projects or contracts, and shall not acquire any such interest, direct or indirect, which would conflict in any manner or degree with CONTRACTOR's performance under this Agreement. The CONTRACTOR further covenants that no person or subcontractor having any such interest shall be employed or retained by CONTRACTOR under this Agreement. The CONTRACTOR agrees Page 3 of 11 Licensing Solution Provider Agreement Number PSA-0001530 to inform the COUNTY of all the CONTRACTOR's interests, if any, which are or may be perceived as incompatible with the COUNTY's interests. 13.2 The CONTRACTOR shall not, under circumstances which could be interpreted as an attempt to influence the recipient in the conduct of his/her duties, accept any gratuity or special favor from individuals or firms with whom the CONTRACTOR is doing business or proposing to do business, in accomplishing the 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 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 parties. IN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute this Agreement. COUNTY OF RIVERSIDE, a political Software One, Inc., a Wisconsin corporation subdivision of the State of California By: ��;�' a_ vejwc cez Kevin Jeffries, Chairman Marg ' a Apodaca Board of Supervisors Operations Analyst Dated: O C T 2 2 2019 ATTEST: Kecia Harper Clerk of the Board , By: Deputy APPROVED AS TO FORM: Gregory P. Priamos County Counsel By: 'a Susanna Oh, Deputy County Counsel BY�- Laura Reye Account Team Manager t_ -. ETITI . § • Page 5 of 11 OCT 222019 ", (Lr Licensing Solution Provider Agreement Number PSA-0001530 Exhibit A Microsoft Enterprise license subscription and services Line Description Price Level Markup % Enterprise Online Services" (including Full USLs, From SA USLs, 1 Add-ons and Step Ups) M365 E3 and E5, Enterprise Mobility + Level D Security E3 and E5, Office 365 Enterprise 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 F1, Project Online, Visio Online Plan Level D 2.10 1 or Plan 2, Dynamics 365, Azure, SQL Server, Windows Server, etc. Server and Tools Product (applies to Server and Cloud Enrollments 4 only) SharePoint Server, SQL Server, BizTalk Server, Visual Studio, Level D 2.10 Core Infrastructure Suites, etc. 5 All products for Select Plus Agreement No.7756479. 3.50 6 Microsoft Premier Support 2.10 7 Microsoft Unified Support Services 2.10 8 1 Microsoft Consulting Services 20.00 Page 6 of 11 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 Intelligent 1 Build Intelligent Apps Yes $175 2 Build Intelligent Agents Yes $175 3 Machine Leamin Yes $175 4 Internet of Thins Yes $175 5 Globally distributed data Yes $175 6 OSS Databases Yes $175 7 Cloud Scale Analytics Yes $175 8 Data Platform Modernization to Azure Yes $175 9 Windows Server on Azure Yes $175 10 Security & Management Yes $175 11 Datacenter Migration Yes $175 12 Modern Business Intelligence Yes $175 Biz Apps 1 Customer Service No $175 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 0 s Yes $175 8 Business Continuity & Disaster Recover Yes $175 9 Windows Server on Azure Yes $175 10 Security & Management Yes $175 11 Datacenter Migration Yes $175 Page 7 of 11 Licensing Solution Provider Agreement Number PSA-0001530 Exhibit B (cont.) License Support Provider (LSP) service rates Line Description Certified Competency (Yes/No) Hourly Rate Modern Workplace 1 User Adoption & Change Manage ent 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 Licensing Solution Provider Agreement Number PSA-0001530 DAVE ROGERS Assistant Chief Executive Officer Chief Information Officer JIM SMITH Chief Technology Officer Exhibit C Microsoft LSP Participation Form Microsoft .LSP Participation Form (RFQ #RIVCO-2020-RFQ-0000048 Attachment 3) JENWIFER HILBER ACIO Enterprise Applications Bureau GUSTAVO V AZQUEZ, ACIO Converged Communications Bureau Public Safety Enterprise Communications GIL MEDIA, ACIO TechnologyServicesBureau Complete this form and return to: Payment should be made to: Riverside Comity Information Technology Attention: Rick Hai 3450 14th Street, Fourth Floor E-mail: RHai&Tivco.ore Riverside, CA 92501 County of Riverside TIN #: 95-6000930 Company Name: Software f)ne Inc Name: Shelly Bodine Title: SLED General Manaecr Address. 20875 Crossroads Cir. STE. 1 City: Waukesha. WI Zip Code: 53186 Telephone #: 800-400-9852 Fax #:-- Email: Shellv.Boditxc(c:Softw.ireONF corn The County of Riverside is the Bost of the Microsoft Master Agreement No. 8084445. All questions regarding the products and licensing should be directed to Microsoft_ By signing below, I am agreeing to pay the participation fees for each enrollment that is established by leveraging the County of Riverside Master Agreement in accordance to the schedule referenced on RFQ #RIVCO-2020-RFQ-0000048 and any subsequent contracts and 1 or amendments. By signing below, I also agree that all enrollments will be submitted to Microsoft direct, to report enrollment activity and comply to the payment schedule per RFQ #RIVCO-2020-RFQ-0000048 to Riverside County Information Technology. Please reference the remittance information above for where to send the payment_ Failure to comply may result in the award being rescinded. Signature Sheller Bodine Printed Name 9/16/2019 Date SLED General Manager Title Page 9 of 11 DAVE ROGERS Assistant Chief Executive Officer Chief Information Officer JIM SMITH Chief Technology Officer Microsoft LSP Participation Form (RFQ #RIVCO-2020-RFQ-0000048 Attachment 3) Complete this form and return to: Attention: Rick Hai E-mail: RHai@rivco.org Company Name: Software One Inc. JENNIFER HILBER, ACIO Enterprise Applications Bureau GUSTAVO VAZQUEZ, ACIO Converged Communications Bureau Public Safety Enterprise Communications GIL MEJIA, 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 #: 800-400-9852 Fax #: Email: Shelly.Bodine(aD_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. a 10/16/2019 /Signatud Date Margarita Apodaca Printed Name Operations Analyst Title c- �i Licensing Solution Provider Agreement Number PSA-0001530 Exhibit E Master Agreement Attached include the followings: 1) Signature Form 2) Microsoft Enterprise Agreement 3) Microsoft Enterprise Agreement Amendment Page 11 of 11 Microsoft Document Headersheet * This is for informational purposes only * MS5-0000004275258 (MSII Tracking Number) Doc TVpe: Signature Form 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 Manager Name / Alias: (Scanning Code) ACCOUNT: County of Riverside Outsourcer Name: Business Agreement Number: Master Agreement Number: 8084445 Agreement Number: Purchase Order Number: comments: 8/23/2019 9:42:56 PM z z p MiCI-rDSO t Program Signature Form M13ARv1SSA a: imher Agreement number g ay4fqkFS Vn- lt. me Ur_ensing 004-kayfeed-S-04 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 clocunients identified in the table below are entered into between the Customer and the Microsoft Affiliate signing, as of the effective date identified below. .�, . a •:. ,..:: .-.::wyr., •rrt".,',.-•' ':<.; .Enterprise Anreernent I X20-10209 <Choose A reement> Document Number or Code <Chooso A reement> Document Number or Code <Choose Agreement> <Choose Agreement> — <Choose Enrollrttent/Re istration> Document Number or Code Document Number or Code_ Document Nuriitier or Corte <Choose Enrollment/Re islration> Document Number or Code <Choose EnrollmentfRe istration> I Document Number or Code <Choose Enrollment/Registration Document Number or Code <Choose Enrollment/Registration> Amendment to Contract Documents - Document Number or Code CTNI-CPT-OPT-FWK (ne:y) r I 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 (m t b .le 1 e City name)` County of Riverside Signature" �i��_ --r Printed First and Last Name' % /tom jt '(� Printed Title 5 r 1' IOC(,t►' ewi.0KI ( ot4 Signature Date* Tax ID rrarrrrirart fralri I Prv�ramSiranFG rn{rats iigr.?iMA,LatArrlExHRA,MLItENG?(Auy'e•]I•li PaGe t of 2 Microsoft Corporation Signature nowacsoft Printed First and Last Name Mlemsoft -Corp Dmtlon Printed Title i AUG 2 3 019 Signature Date (date rV1i=SOf1 Affiliate countefsir,%) Chance Krail Agreernent Effective Date I Dul,(Authorized c (may be efferent than Microsoft s s�grnture dale) s �a3 j ap I -I i icrosofµt CO n behalf of oration Optional 2n, Customer signature or Outsourcer signature (if applicable) Name of Entity (must he legal entity name)' Signature" Printed First and Last Narne" Printed Title i Signature Date' ' indicales required field Name of Entity (must he legal entity name)` Signature" Printed First and last Name' Printed Title Signature Date' *it idicates required field i If Customer requires physical rnedia, additional contacts, or is reporfing 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 6100 Neil Road, Suite 210 Reno, Nevada 89511•1.137 USA I f�ror�rarnSiyir,rormr:ASSi�nS(NA.f atAn)):xRRAAH I(F.NGI(Ang2414) Pa, to 2 of t I Microsoft Document Headersheet * This is for informational purposes only * I I I (MSL5-0000004175258 MSLI Tracking I Number) i F Doc Type: Agreement I Do not modify the formatting or spacing of this Form above this text Subsidiary: Account Manager Name / Alias: Country: United States LAR/LAD/ESA: Insight Direct USA, Inc. I ProgramNersion EA 6 2016 r (Scanning Code) ACCOUNT: County of Riverside Outsourcer Name: i� Business Agreement Number: Master Agreement Number: 8084445 Agreement Number: Purchase Order Number: i 8/23/2019 9:42:31 PM o` Micl-osoft Volume Licensing Enterprise Agreement State and Local Not for Use. with P. imsoff nosiness Agreement or PAivkisnfl P.usines% and Services Aureemenl i This Microsoft Enterprise Agreement ("Agrdement') is entered into between the entities identified on the signature form. I Effective date, The effective date of this Agreement is the earliest effective date of any Enrollment entered into under this Agreement or the date Microsoft accepts this Agreement, 'whichever is earlier. This Agreement consists of (1) these Agreement terms and conditions, including any amendments and the signature form and all attachments identified`therein, (2) the Product Terms applicable to Products licensed under this Agreement, (3) the Online Services Terms, (4) any Affiliate Enrollment entered into tinder 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 Iittp.//%,,ww.inicrosoft.corn/liceiisingi'contracts and are incorporated in this Agreement by reference, including the Product Terms and Use Frights. These documents may contain additional terms and conditions for Products licensed under this Agreement and may be changed frorn time to time. Customer should review such documents carefully, both at the time of signing and periodically thereafter, and fully understand all terms and conditions applicable to Products licensed. Terms and Conditions 1. Definitions. "Affiliate" means a, with regard to Customer, (1) any government agency, department, office, instrumentality, division, unit or other entity of the state or local government that is supervised by or is part of Customer, or which supervises Customer or of which Customer is a part, or which is under common supervision with Customer; (li) any county, borough, commonwealth, city, municipality, town, township, special purpose . district, or other similar type of governmental instnrmentality established by the Jaws of Customer's state and located within Customers state jurisdiction and geographic boundaries; and (III) any other entity in Customers state expressly authorized by the laws of Customer's state to purchase under' state contracts, provided that a state and its Affiliates shall not, for purposes of this definition, be considered to be Affiliates of the federal government and its Affiliates: and ' b, with regard to Microsoft, any legal 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 for 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. t:1t2n1Si11,p(11S.4l.C;(EMcij(Muv2o16) page 1 of t I lJocurient X20-10V9 "Enrollment" means the document that an Enrolled Affiliate submits under this Agreement to place orders for Products. "Enterprise" means an Enrolled Affiliate and the Affiliates for which it is responsible and chooses on its Enrollment to include in its enterprise, "Fixes' means Product fixes, modifications or enhancements, or their derivatives, that Microsoft either releases generally (such as Product service Ipacks) 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 Services" means the Microsoft -hosted services identified as Online Services in the Product Terms. "Online Services Terms" means the additional terms that apply to Customer's use of Online Services Published on the Volume Licensing Site and'updaied from time to time. "Product" means all products identified in the Product Terms. such as all Software, Online Services and other wets -based services, including pre-release or beta versions. "Product Terms' means the document that piovides information about Microsoft Products and Professional Services available through volume licensing. The Product Terms document is published on the VOILIme Licensing Site and is updated from time to time. "SLA" means Service Level Agreement, which specifies the minimum service level for Online Services and is published on the Volume Licensing Site. "Software" means licensed copies of Microsoft software identified on the Product Terms. Software does not include Online Services, but 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 ascertainable to the public, has economic value as a result, and has been subject to reasonable steps under the circumstances to maintain its secrecy, I "use" or "run" means to copy, install, use, access, display, run or otherwise interact. "Use Rights"means the use rights or terms of service for each Product published on the Volume Licensing Site and updated from time to time. The Use Rights supersede the terms of any end user license agreement that accompanies a Product. The Use Rights for Software are published by Microsoft in the Product Terms, The Use Rights for Online Services are published in the Online Services Terms, "Volume Licensing Site" means http-/,+warp.: microsoft.com>lir_ensinaicontracts or a successor site. 2. How the Enterprise program works. a. General. The Enterprise program consists of the terms and conditions on which an Enrolled Affiliate may acquire Product Licenses. Under the Enterprise program, Customer and its Affiliates may order Licenses for' Products by entering into Enrollments. b. Enrollments. The Enterprise Program gives Customer and/or its Affiliates the ability to enter into one or more Enrollments to -order Products. Subscription Enrollments may be available for some of these Enrollments. PJotwithstanding any other provision of this Agreement, only Enrolled Affiliates identified in an Enrollment will be responsible for complying with the terms of (hat Enrollment, including the terms of this Agreement incorporated by reference in that Enrolirrrent. ' FA201CJ gr(11$)yl C (F..1,K3KNov2016} Page 2 ar 11 Dorumenl X20.102.09 c. Licenses. The types of Licenses available are (1) Licenses obtained under Software Assurance (L&SA), and (2) Subscription Licenses. These License types, as well as additional License Types, are further described in the Product List, 3. Licenses for Products. ' a. License Grant. Microsoft grants the Enterprise a non-exclusive, 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 rand the Product Terms. Microsoft reserves all rights not expressly granted in this Agreement 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 for some Subscription Licenses. Except as otherwise noted in the applicable Enrollment or Use Rights, all other Licenses become perpetual only when all payments for that License have been made and the initial Enrollment term has expired. c. Applicable Use Rights (i) Products (other than Online Services). The Use Rights in effect on the effective date of the applicable Enrollment term will apply to Enterprise's use of the version of each 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 not change which Use Rights apply to those licenses, (11) Online Services, For Online Services, the Use Rights in effect on the subscription start date will apply for the subscription term as defined in the Product Terms. d. Downgrade rights. Enrolled Affiliate may use al I earlier version of a Product other than Online Services than the version that is current on the effective elate of the Enrollment. For Licenses acquired in the current Enrollment term, the Use Rights for the current version apply to the use of the earlier version. If the earlier Product version includes features that are not in the new version, then the Use Rights applicable to the earlier version apply with respect to those features. e. New Version Rights under Software Assuranco. 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 null version of a licensed Product as soon as it is released, even if Enrolled Affiliate chooses not to use the new version immediately. (1) Except as otherwise permitted under an Enrollment, use of the new version will be subject to the new version's Use Rights. (ii) If the License for the earlier version of the Product is perpetual at the time the new version is released; the License for the new version will also be perpetual. Perpetual Licenses obtained through Software Assurance replace any perpetual Licenses for the earlier version. f. License confirmation. This Agreement. the applicable Enrollment, Enrolled Affiliate's order confirmation, and any documentation evidencing transfers of perpetual Licenses, together with proof of payment, will be Enrolled Affiliate's evidence of all Licenses obtained under an Enrollment. EA20I6Agr(,US)SLG{ENG1(Nov20l6) Pace 3 of I I I DOICLInicrlt Y20-10200 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 entity or an operating division, (2) a privatization of an Affiliate or an operating division of Enrolled Affiliate or any of its Affiliates, or (3) a consolidation including a merger with a third 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 This Agreement. 4. Making copies of Products and re -imaging rights a. General. Enrolled Affiliate may make as many copies of Products, as it needs to distribute them within the Enterprise. Copies must be true and complete (including copyright and trademark notices) from mastencopies 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 notify 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. Copies for train inglevaluation and back-up. For all Products other than Online Services, Enrolled Affiliate may: (1) use by 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 in the Use Rights. c. Right to re -image, In certain cases, re -imaging is permitted using the Product media. If the Microsoft Product is licensed (1) from an original equipment manufacturer (OEM), (2) as a full packaged Product through a retail source, or (3) under another Microsoft program, then media provided under this Agreementrmay generally be used to create images for use in place of copies provided through that separate source, This right is conditional upon the following: (i) Separate Licenses must be acquired from the separate source for each Product that is re - imaged, (ii) 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 the re-irnaged Product permitted remains the same. r (ill) Except for copies of an operating system and copies of Products licensed under another Microsoft program, the Product type (e.g... Upgrade or full License) re -imaged must be identical to the Product type licensed from the separate source. (iv) Enrolled Affiliate must adhere to any Product -specific processes or requirements for re - imaging identified in the Product Terms, Re -imaged Products remain subject to the terms and use rights of the License acquired from the separate source. This subsection does not create or extend any Microsoft warranty or support obligation. ' S. Transferring and reassigning Licenses. a. License transfers. License transfers are not permitted, except that Customer or an Enrolled Affiliate may transfer only fully -paid perpetual Licenses to: (i) an Affiliate, or (ii) a third party solely in connet;tion 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 EA2018++9r(IJS)St.G(EIJ(-j}(Nr)v24IG) r Page 4 ur 11 Uocurivew X20.lU209 operating division of Enrolled Affiliate or an Affiliate. (B) a reorganization, or (C) a consolidation. r Upon such transfer, Customer'or Enrolled Affiliate must uninstall and discontinue using the licensed Product and render any copies unusable. b. Notification of License Transfer. Enrolled Affiliate must notify Microsoft of a License transfer by completing a license transfer form, which can be obtained from htto:)/kvwar.rnicrosoft.con,ill:censinn/cojilrncts and sending the completed form to Microsoft before the License transfer. No License transfer will be valid unless Enrolled Affiliate provides to the transferee, and the transferee accepts in writing, documents sufficient to enable the transferee to ascertain the scope, purpose and limitations of the rights granted by Microsoft under the licenses being transferred (includingthe applicable Use Rights, use and transfer restrictions, warranties and limitations of liability). Any License transfer not made in compliance with this section will be void, i 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 Enterprise as described in the Use Rights, 6. Term and termination. a. Term. The term of this Agreement will be 36 full calendar months from the effective date 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 eLent of termination, new Enrollments will not be accepted, but any existing Enrollment will continue for the term of such Enrollment and will continue to be governed by this Agreement. c. Mid-term termination for non -appropriation of Funds. Enrolled Affiliate may terminate this Agreement or an Enrollment without liability, penalty or further obligation to make payments if funds io make payments under the Agreement or Enrollment are not appropriated or allocated by the Enrolled Affiliate for such purpose. d. Termination for cause. Without limiting any other remedies it may have, either party may tern'tinate an Enrollment if the other party materially breaches its obligations under this Agreement, including any obligation to submit orders or pay invoices. Except where the breach is by its nature not curable within 30 days, the terminating party must give the other party 30 days' notice of its intent to terminate and an opportunity to cure the breacti. 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 Microsoft, and Microsoft may terminate the former Affiliate's Enrollment. If an Enrolled Affiliate terminates its Enrollment as a result of a breach by Microsoft, or if Microsoft terminates an Enrollment because 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 terminates ifs 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 not) - 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 may immediately pay the total remaining amount dire; including all installments, in which case, the Enrolled Affiliate will have perpetual rights for all Licenses it has ordered; or i I FA201BAi i L1 {Y;iLCifEPlf.}. htOVlU1G 1 J{ f } r F'atie 5Df11 I nnt:ument x2n-10209 (flj ft may pay only amounts due as of the termination date, in which case the Enrolled Affiliate will have perpetual Licenses for: 1) all copies of Products (including the latest version of Products ordered under SA coverage in the current term) for which payment has been made in full, and 2) the number of copies of Products it has ordered (including the latest version of Products ordered under Software Assurance coverage in current term) that is proportional to the total of installment payments Paid versus total amounts due (paid and payable) if the early termination had not occurred. (iii) In the case of early termination under subscription Enrollments, Enrolled Affiliate will have the following options: r -1) For eligible Products, Enrolled Affiliate may obtain perpetual Licenses as described in the section of the Enrollment titled "Buy-out option," provided that Microsoft receives the buy-out order for those Licenses within 60 days after Enrolled Affiliate provides notice of termination. - 2) In the evert of a breaO) by Microsoft, if Customer chooses not to exercise a buy-out option, Microsoft will issue Enrolled Affilaite a credit for any amount paid in advance, for Subscription Licenses that the Enterprise will not be able to use to do the termination of the Enrollment. 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, (i) Enrolled Affiliate must order Licenses for all copies of Products it has run for which it has not previously submitted an order. Any and all unpaid payments for any order of any kind remain due and payable, Except as provided in the subsection 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 not renew Software Assurance. g. Modification or termination of an Online Service for regulatory reasons. Microsoft may modify or terminate an Online. Service where there is any current or future government requirement or obligation that: 1(1) subjects Microsoft to any regulation or requirement not generally applicable to businesses operating in the jurisdiction; (2) presents a hardship for Microsoft to continue operating the Online Service without modification; and/or (3) causes Microsoft to believe these terms or the Online Service may conflict with any such requirement or obligation. i h. Program updates. 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 the time of an Enrollment renewal. . 7. Use, ownership, rights, and restrictions. 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 the terms of the applicable supplemental agreement. b. Fixes. Each Fix is licensed under the same terms as the Product to which it applies. If a Fix is not provided 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 o- technology, that it installs or uses with the Products or Fixes. l L..�ultiAtp(US1SLGfL�rG)fMavLI3161 rage Gof ii Dorumeni X20.1 o209 d. Restrictions. Enrolled Affiliate must not (and is not licensed to) (1) reverse engineer, decompile, or disassemble any 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 limitations in a Product or Fix or restrictions in Product documentation. Customer mbst not (and is not licensed to) () separate and run parts of a Product or Fix on more than one device, upgrade or downgrade parts of a Product or Fix at different times, or transfer parts of a Product or Fix separately; or (ii) distribute, sublicense, rent, lease, lend any Products or Fixes, in whole or In part, or use them to offer hosting services to a third party.' e. Reservation of rights, Products and Fixes are protected by copyright and other intellectual property rights laws and interriational treaties. Microsoft 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 device do not give Customer any right to implement Microsoft patents or other Microsoft intellectual property in the device itself or in any other software or devices. 8. Confidentiality. "Confidential Information" is non-public information that is designated 'confidential" or that a reasonable person should understand is confidential. including Customer Data. Confidential Information does not include information that (a) becomes publicly available without a breach of this agreement, (b) the receiving party received lawfully from another source without a confidentiality obligation, (c) is independently developed, or (d) is a comment or suggestion volunteered about the other party's business. products or services. Each party will take reasonable steps to protect the other's Confidential Information and will use the other party's Confidential Information only for purposes of the parties' business relationship. Neither party will disclose that Confidential Information to thirst parties, except to its employees, Affiliates, contractors, advisors and consultants ('Representatives") and then only on a need -to -know basis under nondisclosure obligations at least as protective as this agreement. Each party remains responsible for the use of the Confidential Information by its Representatives and, in the event of discovery of any unauthorized use or disclosure, must promptly notify the other party. A party may disclose the other's Confidential Information if required by law; but only after it notifies the other party (if legally permissible) to enable the other party to seek a protective order. Neither party is required to restrict work assignments of its Representatives who have had access to Confidential Information. Each party agrees that the use of information retained in Representatives' unaided memories in the development or deployment of the parties' respective products or services does not create liability under this Agreement or trade secret law, and each party agrees to limit what it discloses to the other accordingly. 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. 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 t4ierosoft. 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 (ii) will be subject to the privacy terms specified in the Use Rights. Microsoft will abide by the requirements of European Economic Area and Swiss data protection FA201GAr i(LJ`i)St G(1=N(;)(Niw201ri) Page 7 M 1 1 Document X20•10209 law regarding the collection, use, transfer, retention, and other processing of personal data from the European Economic; Area and Switzerland. C. U.S. export. Products and Fixes are subject to U.S. export jurisdiction. Enrolled Affiliate must comply with all applicable international and national laws, including the U.S. Export Administration Regulations and' International Traffic in Arms Regulations, and end -user, end use and destination restrictions issued by U.S. and other governments related to Microsoft products, services and technologies. 10. Warranties. a. Limited warranties and remedies. (1) Software. Microsoft warrants that each version of the Software will perform substantially as described in the applicable Product documentation for one year from the date the Enterprise is first licensedifor that version, If it does not and the Enterprise notifies Microsoft within the warranty term, then Microsoft will, at its option (1) return the price Enrolled Affiliate paid for the Software license, or (2) repair or replace the Software, (ti) Online Services, Microsoft warrants that each Online Service will perform in accordance with the applicable SLA during the Enterprise's use. The Enterprise's remedies for breach of this warranty are in the SLA. The remedies above are the Enterprise's sole remedies for breach of the warranties in this section. Customer waives any breach of warranty claims not rnade during the warranty period. b. Exclusions. The warranties iwthis 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'warranties da not apply to free, trial, pre-release, or beta products, or to components of Products that Enrolled Affiliate is permitted to redistribute. c. Disclaimer. Except for the'litnited warranties above, Microsoft provides no other warranties or conditions acid disclaims any other express, implied, or statutory warranties, including warranties of quality, title, non -infringement, merchantability, and fitness for a particular purpose. 11. Defense of third party claims. The parties will defend each other against the third -party claims described in this section and will pay the amount of any resulting adverse final judgment or approved 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 defending party will reimburse the other party far reasonable out-of-pocket expenses it incurs in providing assistance. This section describes the parties' sole remedies and entire liability for such claims. a. By Microsoft. Microsoft will defend Enrolled Affiliate against any third -party claim to the extent it alleges that a Product or Fix made available by 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) rnisappropriales a trade secret or directly infringes a patent, copyright, trademark or other proprietary right of a third party. If Microsoft is unable to resolve a claim of infringement under commercially reasonable terms, it may, at its option, either (1) modify or replace the Product or Fix with a functional equivalent; or (2) terminate Enrolled Affiliate's license and refund any prepaid license fees ('less depreciation on a five-year, straight-line basis) for perpetual licenses and any amount paid for Online Services for any usage period after ►he termination date. Microsoft will not be liable for any claims or damages due to Enrolled Affiliate's continued use of a Product or Fix after being notified to stop due to a third -party claim. h. By Enrolled Affiliate. To the extent permitted by applicable lacy, Enrolled Affiliate will defend Microsoft against any third -party claim to the extent it alleges that: (1) any Customer Data or r [A201 FAgr(US)SLG(ENG)(hJov2016.) I Pape S of I I Docurrienl X20.10200 non -Microsoft software hosted in an Online Service by Microsoft on Enrolled Affiliate's behalf misappropriates a trade secret or directly infringes a patent, copyright, trademark, or other proprietary right of a third party; or (2) Enrolled Affiliate's use of any Product or Fix, alone or in combination with anything else. violates the law or damages a third party. 12. Limitation of liability. ' For each Product, each party's maximum, aggregate liability to the other under this Agreement is limited to direct damages finally awarded in an amount not to exceed the amounts Enrolled Affiliate was required to I)ay for the applicable Products during the Iterrn 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 claim will not exceed the amount Enrolled Affiliate paid for the Online Service during the 12 months before the incident. b. Free Products and Distributable Code, For Products 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 US55,000. c. Exclusions. In no event will either party be liable for indirect, incidental, special, punitive, or consequential damages, or for loss of use, loss of business information, loss of revenue, or interruption of business, howevdr caused or on any theory of liability. cf. Exceptions. No limitation or exclusions will apply to liability arising out of either party's (1) confidentiality obligations (except for all liability related to Customer Data, which will remain subject to the limitations and exclusions above); (2) defense obligations; or (3) violation of the other party's intellectual property rights. i 13. Verifying compliance. a. Right to verify compliance. Enrolled Affiliate must keep records relating to all use and clistribution of Products by Enrolled Affiliate and its Affiliates. Microsoft has the right, at Its expense, to the extent permitted by applicable law, to verify compliance with the Product's license 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, sublicenses, or rtisbibutes to ihrird parties. Enrolled Affiliate agrees to complete Microsoft's self -audit process, which Microsoft may require as an alternative to a third party audit. b. Remedies for non-compliance. If verification or self -audit reveals any unlicensed use or distribution, then within 30 days. (1) Enrolled Affiliate must order sufficient Licenses to cover that use or distribution, and (2) if unlicensed use or clistribution is 5% or more, Enrolled Affiliate must 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 to actual install base. If there is no unlicensed use, Microsoft will not subject Enrolled Affiliate to lanother 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 law. c. Verification process. Microsoft will notify Enrolled Affiliate at least 30 days in advance of its intent to verify Enrolled Affiliate's compliance with the license terms for the Products Enrolled 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 file self -audit will be used solely for purposes of determining compliance. This verification will lake place during normal business hours and in a manner that does not interfere unreasonably with Enrolled Affiliate's operations, EA20161%91(tN)SLC;{tNG)tN6v2016) Pala Cl of 'I I Document X20.1 n7. n9 14. Miscellaneous. a. Use of contractors. Microsoft may use contractors tv 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 be in writing and will be treated as delivered on the date shown on the return receipt or on the courier or fax confirmation of delivery, Microsoft may provide information to Enrolled Affiliate about upcoming ordering deadlines, services, and subscription information in electronic form, including by email to contacts provided by Enrolled Affiliate. Emaits will. be treated as delivered on the transmission date. cl. 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 time to lime in accordance with the terms of this Agreement. Any conflicting terms and conditions contained in an Enrolled Affiliate's purchase order will not apply. Microsoft may require Custorner to sign a new agreement or an amendment before an Enrolled Affiliate enters into an Enrollment under this agreement, t f. Assignment. Either party may assign this Agreement to an Affiliate, but must notify the other party in writing -of the assignment. Any other proposed assignment must be approved by the non -assigning party in writing. Assignment will not relieve the assigning party of its obligations under the assigned agreement Any attempted assignment without required approval will be void. r g. Applicable taw; dispute resolution. The terms of this Agreement will be governed by the laws of Customer's state, withot.rt giving effect to its conflict of laws. Disputes relating to this Agreement will be subject to applicable dispute resolution laws of Customer's state. h. Severabillty. If any provision in,this agreement is held to be unenforceable, the balance of the agreement will remain in full force and effect. 1. 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 sloes not create any third -party beneficiary rights. ' k. Survival. All provisions survive Termination or expiration of this AgrPernent except those requiring performance only during the term of the Agreement, I. Management and Reporting. Custorner and/or Enrolled Affiliate may manage account details (e.g., contacts, orders, Licerise's, software downloads) on Microsoft's Volume Licensing Service Center (" VLSC') web site (or successor site) at: https.f %-vww m;crosoft.com_+iicensinglservo-,ecenter. Upon the effective date of this Agreement and any Enrollments, the contacts) identified for this purpose will be provided access to this site and may authorize additional users and contacts. rn. 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 the following order from highest to lowest priority: (1) this Enterprise Agreement, (2) any Enrollment, (3) the Product Terms, (4) the Online Services Terms, (5) orders submitted under this Agreement, and (6) any other documents in this Agreement, Terms in an arnerrdrnerit control over the amended document and any prior amendments concerning the same subject matter, EA 0I[iAgi(US)SLG{EIJG)(No-j2orts) i rage rnbr I Dorurnent X20 102fr3 I n. Free Products. It is Microsoft's intent that the terms of this Agreement and the Use Rights be in compliance with all applicable federal law and regulations. Any free Product provided to Enrolled Affiliate is for the sole use and benefit of the Enfolled Affiliate, and is not provided for use by or personal benefit of any specific government employee. o. Voluntary Product Accessibility Templates. Microsoft supports the government's obligation to provide accessible technologies to its citizens with disabilities as required by Section 508 of the Rehabilitation Act of 1973, and its state law counterparts. The Voluntary Product Accessibility Templates (VPATs") for the Microsoft technologies used in providing the Online Services can be found at Microsoft's VPAT pane. Further information regarding Microsoft's commitment to accessibility can be found at hit Itwwvi.mfci,osoft.comfenable. p. Natural disaster. In the event of a "natural disaster," Microsoft may provide additional assistance or rights by posting them on httn ?1Ini:rv.nlicrosoft.00m at such time. q. Copyright violation. Except as set Forth in the section above entitled "Transferring and reassigning Licenses", the Enrolled Affiliate agrees to pay for, and comply with the terms of this Agreement and the Use Rights,'for the Products it uses. Except to the extent Enrolled Affiliate is licensed under this Agreement, it will be responsible for its breach of this contract and violation of Microsoft's copyright in the Products, including payment of License fees specified in this Agreement for unlicensed use. .EA2010Ac1r(1JS)SLG(E0G)tNav2Oj0) i gage 11 of I I Uorurnprnl X20-10209 H + Microsoft Voll.11'ils, 1_1Ct'_1.1Slllq Supplemental Contact Information Form This form can be used in combination with MBSA, Agreement, and EnrollmenttRegistration. However, a separate form must be submitted for each enrollment/registration, when more than one is submitted on a signature form. For the purposes of this form, 'entity" can mean the signing entity, Customer, Enrolled Affiliate, Government Partner, institution, or other party entering into a volume licensing program agreement. Primary and Notices contacts in this form will not apply to enrollments or registrations. This fonts applies to: ❑ MBSA I] Agreement ❑ Enrollment/Afftiliate Registration Form Insert primary entity name if more than one E nroilmen ifRegistral ion 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 rriusl be completed for each section. By providing contact information, entity consents to its use for purposes of administering the Enrollment by Microsoft and other parties that help 'Microsoft administer this Enrollment. The personal information provided in connection with this agreement +,vill be used and protected according to the privacy statement available at https:illicensing .m icrosolt.com. 1. Additional notices contact. This contact receives all notices that are sent from Microsoft. No online access is granted to this individual. Name of entity' County of Riverside Contact name*: First Regina Last Funderburk Contact email address* RFunderburk@rivco.org Street address` 3450 14th Street, 41h Floor' City' Riverside StatetProvince* California Postal code* 92501-3861 Country* USA Phone' 951-955-2265 Fax i ❑ This contact is a third party (not the entity). Warning: 'this contact receives personally identifiable information of the entity. 1 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` RFunderburk@rivco.org Street address* 3450 14th Street, 4th Floor, City'Riverside State/Province- California `Postal code' 9250T 3861 I l SupOxitncllaroForm(NA,1.Yp)(FNC. (Qrt2013) page 9 ore Country" USA Phone` 951-955-2265 Fax ❑ This contact is a third party (not the entity). Warning: This contact receives personally identifiable information of the entity, 3. Subscriptions manager. This contact will assign MSDN.. Expression, and TechNet Plus subscription licenses to the individual subscribers under this Enrollment or Registration. Assignment of the subscription licenses is necessary for access to any of the online benefits, such as subscription downfoads. This contact will also manage any complimentary or additional media purchases related to these subscriptions. Name of entity' County of Riverside Contact name*: First Regina Last Funderburk Contact email address' RFunderburk@rivco.org Street address* 3450 14th Street, 4th Floor City' Riverside State/Province` California Postal code` 92501-3861 Country* USA Phone* 951-955-2265 Fax ❑ This contact is a third party (not the entity). Warning: This contact receives personally identifiable information of the entity. 4. Online services manager. This contact will be provided online permissions to manage the online services ordered under (lie Enrollment or Registration. Name of entity' County of Riverside Contact name': First Luis Last Flores Contact email address* LFFlores@rivco.org Street address* 3450 141h Street, 4th Floor City* Riverside StatelProvince' California Postal code" 92501-3861 Country" USA Phone* 951.955-8114 Fax ❑ This contact is a third party (not the entity). Warning: This contact receives personally identifiable information of the entity. 5. Customer Support Manager (GSM). This person is designated as the Customer Support Manager (CSM) for support -relater) activities Name of entity* County of Riverside Contact name': First Luis Last Flores Contact email address* LFFlores@rivco.org Street address* 3450 14th Street, 4th Floor City' Riverside StatelProvince* 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 primary contact. This contact receives online administrator permissions and may grant online access to others. This contact also receives all notices unless Microsoft is provided written notice of a change. Name of entity" County of Riverside SupCcntacilnfuHurrn{NA,IWUtItNCi)(UctlOtCS) Pago 2 or 3 Contact name,: First Jim Last Smith Contact email address" jimsmith c@rivco,org Street address' 345014th Street, 4th Floor City' Riverside State/Province" CA Postal code" 92501-3851 Country' US Phone" 951-231-5909 Fax 7. Notices contact and online administrator information This irrdividuol receives online administrator permissions and rmiy grant Online access to others. This contact also receives all notices. ® Same as primacy cnttfacl Name of entity' Contact name": First Last Contact email address" Street address` City' State/Province" Postal code" Country' Phone" Fax ❑ This contact is a third party (not the entity). Warning: This contact receives personally identifiable information of the entity, SUPCo111adIIIfoF0rtn(NAjND)iE=NG)rOC120131 Page 3 of 3 MSE#: WSLI Tracking Number) Microsoft Document Headersheet * This is for informational purposes only * 5-0000004275258 Doc Type: Amendments vo 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 Outsourcer Name: Business Agreement Number: Master Agreement Number: 8084445 Agreement Number: Purchase Order Number: comments: 8/23/2019 9:42:40 PM Account Manager Name / Alias: MldQl�lpl dl��Al� IIN�'a�pl (Scanning Code) a° Microsoft Amendment to Contract Documents Argicement rlumhc [o Volurrie (_icon -sing 004-kayleed-S 0'1 This mnendment ("Amendment") is entered into between the parties Identified on the attached program signature form. It amends the Enrollment or Agreement identified Above_ All terms used but not defined in this Amendment will have the same meanings provided in that Enrollment or Agreement. Enterprise Agreement Custom Terms CTM 1. Section £a, "Term", is hereby amended and restated as follows: a. Term. The teen of this Agreement will remain in effect unless terminated by either party as described below. Each Eni'olhnent will have the term provided in lhat Enrollment. 2. The pricing that fvlicrosofl grill offer Enrolled Affiliate's Reseller for Enrollments effective between November 1, 2019 through October 31, 2021, and that will apply for the entire initial terra of such Enrollments, is as follcmis: Product _y " Price w- Examples Include but are not limited to Level the following": Enterprise Online Services" Level D N1365 L"3 and E5, Enterprise Mobility 4- (including Full USLs, i=ronl $A tninus 2% Security E3 and E5, Office 365 Enterprise USLs, Add•ons and Step Ups) Level DY E1 or E3, Windows 10 Enterprise E3 or E5 Office 365 Pro Plus, Rindows 10 Enterprise Products Cnterprise, Core CAL Suite, Enterprise CAL Suite Additional Products Level 0 M365 F1, M365 E5 Compliance, M365 E5 Security, Office 365 Fnterprise F1, Project Online, Visio Online Plan 1 or Plan 2, Dynamics 365, ,Azure, SQL Server, Windows Server, etc. Server and Tools Product Level D SharePoini Server, SO L Server. BizTalk (applies to Server and Cloud Server, Visual Studio, Core Infrastructure Enrollments only) Suites, etc. he Lz.anroles include nn4nn uo.,.v .,� rh:.r �.� r,..•�u•�ti:n :...::u.... u... _........_...._, _ ._._�__. _: _..., " !jualisyinp F.ntarprigk-. Online $ervires are rdcntiried in the Procur; Terms with the cell value of'Fo' ire the table$ for Viogrurrr, Avalubi6ty". 'Tile srzopL, a' Erilvrprise Oaline Services issvbje:t to cha•,ge as Eate!pcse Online Serwce= are accic-d. uod,red4ev-seJ ar,ehwved from the Cnterprise prcgram cffering Exclusions apply to the; additional 2% discount nn Enterprise Online Services as follows: Amen6mutApp vet 0 M1Y1•CPT•OPT-F1A% 8D Pane I cd z I • 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 date of the Enrollment. • The discount does not apply to any extensions of the initial Tenn or renewal Enrollments. • The discount does not apply to any promotional SKUs. Enrolled Affiliate is entitled to the lover of the promotional price or discounted price. The price level that applies to Enrollments effective on or after November 1, 2021 is Level D for all Products. The Reseller and the Enrolled Affiliate will determine the Enrdlled Affiliate's actual price and payrnent. torms. Except for changes made by this Amendment, the Enrollment or Agreement identified above remains unchanged and in full force and effect. If there is any conflict between any provision in this Amendment and any provision in the Enrollment or Agreement identified above, this Amendment shall control. ihisAmendment must be attached to a signature form to he valid Microsoft Internal use Only: kiverside Got►nty EA Amend 8.7.dacx CTlvl I C't'fv1-CPT-OFT-l-,WK I LID AmerAmer.Orm v4 a CTr6f-CPT-OPT-FWK BD ra�7 Hof?. I Licensing Solution Provider Agreement Number PSA-0001531 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 11 12 13 Licensing Solution Provider Agreement Number PSA-0001531 "Reporting of Active Enrollments" list submitted by December 15th of each year. Payment is due Riverside County Information Technology thirty (30) days from invoice date. 10.1 Riverside County Information Technology (RCIT) will invoice the CONTRACTOR ann based on the enrollments verified. Payment is due to RCIT within thirty (30) days of invoice 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 constitute grounds for immediate termination of this Agreement. Contract Management: The contacts for this Agreement for COUNTY shall be both RCIT and as listed below. COUNTY Primary Contact: Jim Smith 3450 14th Street Riverside, CA 92501 CONTRACTOR contact: Imran Yunus 1102 15th St. SW, Suite 102 Auburn, WA 98001 COUNTY Secondary Contact: Rick Hai 2980 Washington Street Riverside, CA 92504 11.1 Should Contract Management contact information change, the CONTRACTOR shall pri written notice with the updated information to the COUNTY no later than 10 business days the change. Termination: 12.1 COUNTY may terminate this Agreement without cause upon thirty (30) days written notice 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 I o make progress that may endanger performance and does not immediately cure such failure. In tf e 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 the date of termination) upon dishonesty or a willful or material breach of this Agreement CONTRACTOR; or in the event of CONTRACTOR's unwillingness or inability for any reas whatsoever to perform the terns of this Agreement. Conduct of Contractor: 13.1 The CONTRACTOR covenants that it presently has no interest, including, but not limited to, otl projects or contracts, and shall not acquire any such interest, direct or indirect, which wot conflict in any manner or degree with CONTRACTOR's performance under this Agreement. T CONTRACTOR further covenants that no person or subcontractor having any such interest sh be employed or retained by CONTRACTOR under this Agreement. The CONTRACTOR agr( Page 3 of 11 Licensing Solution Provider Agreement Number PSA-0001531 officers, employees, subcontractors, agents or representatives arising out of or in any way relating to this Agreement, including but not limited to property damage, bodily injury, or death or any other element of any kind or nature. CONTRACTOR shall defend the Indemnitees at its sole expense including all costs and fees (including, but not limited, to attorney fees, cost of investigation, defense and settlements or awards) in any claim or action based upon such acts, omissions or services. 5.2 With respect to any action or claim subject to indemnification herein by CONTRACTOR, CONTRACTOR shall, at their sole cost, have the right to use counsel of their own choice and shall have the right to adjust, settle, or compromise any such action or claim without the prior consent of COUNTY; provided, however, that any such adjustment, settlement or compromise in no manner whatsoever limits or circumscribes CONTRACTOR indemnification to Indemnitees as set forth herein. 5.3 CONTRACTOR'S obligation hereunder shall be satisfied when CONTRACTOR has provided to COUNTY the appropriate form of dismissal relieving COUNTY from any liability for the action or claim involved. 6. Contractor Responsibilities: CONTRACTOR will offer the following services to each Enrolled Affiliate at no additional charge. It is the responsibility of the Enrolled Affiliate to determine which products and/or services, if any, meet their needs and communicate that to the CONTRACTOR. 6.1 Provide reports showing year to date annual spend according to Enrolled Affiliate's specifications. Frequency will be determined by each Enrolled Affiliate (monthly, quarterly, etc.). 6.2 Provide a short synopsis of why an amendment is needed and the ramification of each amendment to an enrollment at the time of such amendment. 6.3 Provide an updated price list on an annual basis or when requested by Enrolled Affiliate. 7. CONTRACTOR's Microsoft Enterprise Agreement license subscription price attached hereto as Exhibit A and service rates attached hereto as Exhibit B. 8. CONTRACTOR's Microsoft Enterprise Agreement Participation Form attached hereto as Exhibit C and incorporated herein by reference. 9. Usage Reporting: CONTRACTOR will provide to COUNTY the Licensed Support Provider (LSP) Reporting of Active Enrollments to Master Microsoft Enterprise Agreement No. 8084445, Select Plus Agreement No. 7756479, Microsoft Premier, Unified, and MCS Support services, showing a list of enrollments by February 15th of each year. Forms shall be submitted electronically to MasterMicrosoftAdmin@rivcoit.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 ORIGINAL Licensing Solution Provider Agreement Number PSA-0001531 This Licensing Solution Provider Agreement is made and entered into this 29th day of October 2019, by an between Zones, LLC., a Washington limited liability company ("CONTRACTOR"), and the COUNTY O RIVERSIDE, a political subdivision of the State of California, ("COUNTY"). WHEREAS, COUNTY and Microsoft Corporation ("Microsoft") have entered into that certain Microso Enterprise Agreement (Master Agreement No. 8084445; the "Master Agreement"), effective August 23, 20111, under which COUNTY has the ability to enter into one or more enrollments to order certain Microsoft produ t 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 tertr s and conditions of the Master Agreement, attached as Exhibit E of this Agreement and incorporated b 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 each and every government entity in the State of California. Terms and conditions are governed by th s Agreement, the Master Agreement, and the applicable enrollment documents for each entity. Entities sha 11 make purchases in their own name, make direct payment to CONTRACTOR, and be liable directly CONTRACTOR for all obligations. 3.1 COUNTY shall in no way be responsible to CONTRACTOR for Enrolled Affiliates' purcha and obligations. COUNTY shall in no way be responsible to other entities for their purchases any acts or omissions of CONTRACTOR, including but not limited to product selection implementation, services or other related matters. 3.2 CONTRACTOR shall notify Enrolled Affiliate in writing of the terms and conditions stated Section 11. 4. This Agreement shall be effective from November 1, 2019 through October 31, 2021, unless earlier (the "Term"). 5. Hold Harmless/Indemnification: 5.1 CONTRACTOR shall indemnify and hold harmless the County of Riverside, its Agenc Districts, Special Districts and Departments, their respective directors, officers, Board Supervisors, elected and appointed officials, employees, agents and representatives (individu, and collectively hereinafter referred to as Indemnitees) from any liability, action, claim or dam, whatsoever, based or asserted upon any services, or acts or omissions, of CONTRACTOR, Page 1 of 11 OCT 222019 -:5(Lj Licensing Solution Provider Agreement Number PSA-0001531 (P.L. 88-352), the Americans with Disabilities Act of 1990 (42 U.S.C. S1210 et seq.) and all other applicable laws or regulations. 15. Entire Agreement: This Agreement, including any attachments or exhibits, constitutes the entire agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous representations, proposals, discussions and communications, whether oral or in writing. This Agreement may be changed or modified only by a written amendment signed by authorized representatives of both parties. IN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute this Agreement. COUNTY OF RIVERSIDE, a political subdivision of the State of California Kevin Jeffries, Chairman Board of Supervisors OCT 2 2 2019 Dated: ATTEST: Kecia Harper Clerk of the Board APPROVED AS TO FORM: Gregory P. Priamos County Co sel By: -1� - a/ sanna Oh, Deputy County Counsel Zones, LLC, a Washington limited liability company By: /Vh/1l�1144--' Ronald McFadden Senior Vice President and Chief Financial Officer Dated: 10/22/2019 Page 5 of 11 OCT 2 2 2019 Licensing Solution Provider Agreement Number PSA-0001531 Exhibit A Microsoft Enterprise license subscription and services Line Description Price Level Markup % Enterprise Online Services" (including Full USLs, From SA USLs, I Add-ons and Step Ups) M365 E3 and E5, Enterprise Mobility + Level D 2.00 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 2.00 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 2.00 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 2.00 Core Infrastructure Suites, etc. 5 All products for Select Plus Agreement No.7756479. 2.00 6 Microsoft Premier Support 2.00 7 Microsoft Unified Support Services 2.00 8 Microsoft Consulting Services 2.00 Page 6 of 11 Licensing Solution Provider Agreement Number PSA-0001531 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 $170 2 Build Intelligent Agents No $0 3 1 Machine Learning Yes $170 4 Internet of Thins Yes $170 5 Globally distributed data No $0 6 OSS Databases No $0 7 Cloud Scale Analytics No $0 8 Data Platform Modernization to Azure Yes $170 9 Windows Server on Azure Yes $170 10 Security & Management Yes $195 11 Datacenter Migration Yes $195 12 Modern Business Intelligence Yes $170 Biz Apps 1 Customer Service Yes $170 2 Field Service Yes $170 3 Marketing Yes $170 4 Talent Yes $170 5 Finance and Operations Yes $170 6 Business Central No $0 7 Power Apps Yes $170 8 Power BI Yes $170 Apps and Infrastructure 1 Azure Stack Yes $170 2 High Performance Compute Yes $170 3 Cloud Native Apps using Serverless Yes $170 4 1 Modernize Apps Yes $170 5 SAP on Azure No $0 6 Linux on Azure No $0 7 Dev O s Yes $170 8 Business Continuity & Disaster Recover Yes $170 9 Windows Server on Azure Yes $170 10 Security & Management Yes $170 11 Datacenter Migration Yes $170 Page 7 of 11 Licensing Solution Provider Agreement Number PSA-0001531 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 $170 2 Security Yes $170 3 1 GDPR & Com liance Yes $170 4 Teamwork Yes $170 5 Calling & Meetings Yes $170 6 Modern Desktop Yes $170 7 Office 365 Migration Assistance Yes $170 7a Mail Yes $170 7b Teams Yes $170 7c SharePoint Yes $170 7d OneDrive Yes $170 Page 8 of 11 Licensing Solution Provider Agreement Number PSA-0001531 Exhibit C Microsoft LSP Participation Form GAVE ROGERS MOMM WUWR,AM Assistant Chief Erccvays Officer Hrt+e*yrise AppGcotown Bureau Chief Informatren officer RCIT GUSTAVO VAZQAIIQ, AM ""—"'•« Caraerged Cormmunamescas Bureau )IM smn*H P abiK Safety Entovome cammurreateons Chief Uchnolegy Officer GIL MERA, ACb Tech"clogy Services Bureau Microsoft LSP Participation Forni (RFQ ORIVCO-2020-RFQ-0000049 Attachment 3) CompAele this form and r ewm to: Payment shoufd be made to: Riverside County Information Technology Aftwition: Ride Hai 3450 141h Street. Fourth Floor E-mad: RHaiff4yi ora Riverside. CA 92501 County of Riverside TIN*: 95-6000930 Company Name: Zones. LLC Nance: imrart Yuanus Tide: VP Sales Address: 13915 Cerritos Corvorate Drive. Suite A -- Cityr Cerritos, Zip Code: 90703 Teiephome At; 310-78f1-812# Fax fI 253-2884705 Email: Pubticzones.com The County of Riverside is the host of the Microsoft Master Agreement No. 8084445. A8 questions regarding the products and lioensing should be directed to Microsoft. By signing below. t am agreeing to pay the participation fees far each enrollment that is established by leveraging the County of Riverside Master Agreement rn accordance to the schedule referenced an RFQ ORIVCQ-2020-RF4-0000048 and any subsequent contracts and r or anwrndmerns, By signing below. 1 also agree that all enrollments will to submitted to Microsoft direct, to report enrollment activity and comply to the payment schedule per RFQ *ORlVCO-2020-RFQ-000004e to Riverside County information Technology. Please relerenoe the remaji noe iroor mation above for where to send the payment. Failure to comply "nay result in the award being rescinded. stir $rgnatUre .Ion Bailey Printed Name Sep 18, 2019 Bate VP, Business $ Legal Affairs Title 26 Page 9 of 11 KaP"k Licensing Solution Provider Agreement Number PSA-0001531 Exhibit D Microsoft LSP Reporting of Active Enrollments Form LSP Name Company name RIVCO Contract ID RIVCO-20800-00x-xx/xx Microsoft Agreement Numbers O1E69633, 01E73134, AND NEW Master Enrollment Enrollmen t Number: Enrollment Entity: Start Date: End Date: Annual Spend Enrollment Contact: Enrollment Contact Email: Enrollment Contact Tel: 8084445 87654321 Riverside County Information Technology 1/01/1 2 1213111 6 $645,000.00 John Doe John.Doe@rivers We.= 951-555-1212 Page 30 of 11 6 Licensing Solution Provider Agreement Number PSA-0001531 Exhibit E Master Agreement Attached include the followings: 1) Signature Form 2) Microsoft Enterprise Agreement 3) Microsoft Enterprise Agreement Amendment Page 11 of 11 Microsoft Document Headersheet * This is for informational purposes only * MS5-0000004275258 (MSLI Tracking Number) Doc Type: Signature Form Do not modify the formatting or spacing of this Form above this text Subsidiary: Account Manager Name / Alias: Country: United States LAR/LAD/ESA: Insight Direct USA, Inc. 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: 8/23/2019 9:42:66 PM 18 Microsoft Program Signature Form NIBA11412SA n:imher Agreamenl number g a844s Vo- lumc Uce-nsing 004-kayleerl-5-04 Note: Enter the applicable Active numbers nSsociaited With the documents below, Microsoft rerluiles the associated active number be indicated here, or listed below as new. For the purposes of this form, 'Custorer" can mean the signing entity, Enrolled Affiliate, Government Partner, Instittition, 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, ' , • -!i tiy��` t,._ :. ,( .. ti..fi� �1},`�,. 1 ' • • 1 f" 7'�{ .d•; �? Enterprise Agreement X20--10209 ."Choose A reement> Document Number or Code <Choose A reement> Document Number or Code ."Choose Agreement>_ __ _ ��_ Document Number or Code <Choose Agreement> <Choose Enrollment/Re istration> Document Number or code Document Number or Code <Choose Enrollment/Re istration> Document Number or Code <Choose Enrollment/Re istration> Document Number or Code <Choose Enrollment/Registration Document Number or Code <Choose Enrollment/Registration> Amendment to Contract Documents (Document Number or Code CTtyt-CPT-OPT-FWK(nesv) _ Y I By signing below, Customer and the N11crosoft 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 (2:1 agree to be bound by the terms of all such documents. 1 Name of Entityim t b le t e tity name)` Counly of Riverside Signature" ,r -- --T Printed First and Last Name' fig: jt i�d `�rA r Printed Title J� r PfOC(AY�l1ft.#' r�'� CotJr,aJ }�� cAk Signature Date' 011-2 Tax ID rrrdrcafes mqufrerf nem 1 k PtvgrawSigifFUvm;A4SSigr.}(AIA,LatArit)EYHRA,M61,ENG?iAUg2014j PLIAc i Of 2 i 1 •fir •wt.�lr _.� �• '� ; ��,. . - . xx�r a� , .• , c� ,�, •, Microsoft Corporation Signature �® Mi'� oft ®— Printed First and Last Name Microsoft Corp Dration Printed Title r Signature Date AUG 2 3 019 (date fotC%soft Atrri�tc Couritersir,•�st I chance rail Agreement Effective Date t Duly Authorized f1 behalf of (may be efteren. than Mit�o_aft s syinalwe dale) S ra3 l o Microsoft Co OrBttot, Optional 2nd Customer signature or Outsourcer signature (if applicable) Name of Entity (must be legal entity name)" Signature" Printed First and Last Name* Printed Title r Signature Date' r ' irrdiCaMes r'evcrh'ed 600 Name of Entity (must be legal entity name)" Signature* Printed First and Last Name" Printed Title Signature Date" rrrurcares mgrnrr;cr ream If Customer requires physical media, additional contacts, or is reporting multiple previous Enrollments, inClude the appropriate form(s) with this signature form. After this signature form is signed by the Customer, send it and the CoruMO DOCuments to Customer's channel partner or Microsoft account manakger, who must submit them to the following address. When the signature form is fully executed by Microsoft, Customer will receive a r onfirrnalion copy. Microsoft Corporation Dept. 551, Volume Licensing 6100 Neil Road, Suite 2•10 Reno, Nevada 80511.1137 USA l I r ) f"ro�ramSigr.form(UISSi tn)itJA.l arA.rnj�xRRrl.hit li,F.NG1{Aug20t4t Nape 2 of 2 I I Microsoft Document Headersheet * This is for informational purposes only * MS I 5-0000004275258 (MSLI Tracking Number) Doc Type: F ��� 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 r (Scanning Code) ACCOUNT: County of Riverside Outsourcer Name: Business Agreement Number: I Master Agreement Number: 8084445 r Agreement Number: Purchase Order Number: Comments: I 8/23/2019 9:42:31 PM o' Microsoft I Volurne I_icem;ing Enterprise Agreement State and Local Not for use. with morrosurt nosiness Agreement or Mi<;ic+soll Puniness ar}:l Se.wic;es Aurxrmenl i This Microsoft Enterprise Agreement ("Agrdement") is entered into between the entities identified on the signature farm. I Effective date. The effective date of this Agreement is the earliest effective date of any Enrollment entered into under this Agreement or the date Microsoft accepts this Agreement, whichever is earlier. This Agreement consists of (1) these Agreement terms and conditions. including any amendments and the Signature form and all attachments identified`therein, (2) the Product Terms applicable to Products licensed under this Agreement, (3) the Online Services Terms, (4) any Affiliate Enrollment entered into under this Agreement, and (5) any order submitted under this Agreement. Please note: Documents referenced in this Agreement but not attached to the signature form may be found at littp.fl%,roww,inicrosoft.com/liceiisinflicoiitracts and are incorporated in this Agreement by reference, includ'+ng 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 documents carefully, both at the time of signing and periodically thereafter, and fully understand all terms and conditions applicable to Products licensed. Terms and Conditions 1. Definitions. "Affiliate" means with regard to Customer, (l) any government agency, der partmeni, office, instrumentality, division, unit or other entity of the state or local government that is supervised by or is part of Customer, or which supervises Customer or of which Customer is a part, or which is under common supervision with Customer; (ii) any county, Borough, commonwealth, city, municipality, town, township, special purpose . district, or other similar typo of governmental instrumentality established by the laws of Customer's state and located within Customers state jurisdiction and geographic boundaries; and (iii) any other entity in Customer's state expressly authorized by the laws of Customers state to purchase under slate contracts; provided that a state and its Affiliates shall not, for purposes of this definition, be considered to be Affiliates of the federal government and its Affiliates: and r 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 for 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:A20MAgr(IJ8)Nl.Ci(EPIG)(I`Iuv20IGN p1je r of I l UoLutiont X2U-14)201Q "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" rneans Product fixes, modifications or enhancements, or their derivatives, that Microsoft either releases generally (such as Product servicelpacks) 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 Services" means the Microsoft -hosted services identified as Online Services in the Product Terms. "Online Services Terms' means the additional terns that apply to Customer's us8; of Online Services published on the Volume Licensing Site and'updated frorn time 10 time. "Product" means all products identified in the Product Terms, such as all Software, Online Services and other web -based services, including pre-retaase or beta versions. "Product Terms' means the document that provides information about Microsoft Products and Professional Services available through volume licensing, The Product Terms document is published on the Volume Licensing Site and is updated frorn time to time. 'SLA" means Service Level Agreement, which specifies the minimum service level for Online Services and is published on the Volume Licensing Site. "Software"means licensed copies of Microsoft software identified on the Product Terms. Software does not include Online Services, but 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 Terrns. 'Trade Secret" means information that is not generally known or readily ascertainable to the public, has economic value as a result, and has been sribject to reasonable steps under the circumstances to maintain its secrecy. d "use" or "run" means to copy, install, use, act ess, display, run or otherwise interact. "Use Rights" means the use rights or terns of service for each Product published on the Volume Licensing Site and updated from time to time. The Use Rights supersede the terms of any end user license agreement that accompanies a Product. The Use Rights for Software are published by Microsoft in the Product Terms. The Use Rights for Online Services are published in the Online Services Terms. "Volume Licensing Site" means http,/rwwt;.rnicrosoft.comllicensing/contracts or a successor site. 2. How the Enterprise program works. a. General. The Enterprise program consists of the terms and conditions on which an Enrolled Affiliate may acquire Product Licenses. Under the Enterprise program, Customer and its Affiliates many order Licenses for Products by entering into Enrollments. 1). Enrollments. The Enterprise program gives Customer and/or its Affiliates the ability to enter into one or more Enrollments to,order Products. Subscription Enrollments may be available for some of these Enrollments. Notwithstanding any other provision of this Agreement, only Enrolled Affiliates identified in an Enrollment will be responsible for complying with the terms of (hat Enrollment, including the terms of this Agreement incorporated by reference in that Enrollrrrent. r FA2gIrjA/. r(US)SI C{FN(i)(Nvv2016} Page 2 at 1 I DOGLo lent X20.102.09 c. Licenses. The types of Licenses available are (1) Licenses obtained under Software Assurance (L&SA), and (2) Subscription Licenses. These License types, as well as additional License Types, are further described in the Product List, 3. Licenses for Products. a. License Grant. Microsoft grants the Enterprise a non-exclusive, w rldwide 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 Agreement. 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 for some Subscription Licenses. Except as otherwise noted in the applicable Enrollment or Use Rights, all other Licenses become perpetual only when all payments for that License have been made and the initial Enrollment term has expired. c. Applicable Use Rights. (1) Products (other than Online Services), The Use Rights in effect on the effective date of the applicable Enrollment term will apply to Enterprise's use of the version of each 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 not change which Use Rights apply to those Licenses. (11) Online Services, For Online Services, the Use Rights in effect on the subscription start date will apply for the subscription term as defined in the Product Terms. d. Downgrade rights. Enrolled Affiliate may use at earlier version of a Product other than Online Services than the version that is current on the effective date of the Enrollment. For Licenses acquired in the current Enrollment term, the Use Rights for the current version apply to the use of the earlier version. If the eailier Product version includes features that are not in the new version, then the Use Rights applicable to the earlier version apply with respect to those features. e. New Version Rights under Software Assurance. Enrolled Affiliate must order and maintain continuous Software Assurance coverage for each License ordered. With Software Assurance coverage, Enterprise automatically has the right to use a new version of a licensed Product as soon as it is released, even if Enrolled Affiliate chooses not to use the new version immediately (i) Except as otherwise permitted under an Enrollment, use of the new version will be subject to the new version's Use Rights. (ii) If the License for the earlier version of the Product is perpetual at the time the new version is released, the License for the new version will also be perpetual. Perpetual Licenses obtained through Soft%vare Assurance replace any perpetual Licenses for the earlier version. f. License confirmation. This Agreement. the applicable Enrollment, Enrolled Affiliate's order confirmation, and any documentation evidencing transfers of perpetual Licenses, together with proof of payment, will be Enrolled Affiliate's evidence of all Licenses obtained Linder an Enrollment. EA20 f 6Atgr(.US)SLG(ENG1(Nov20 r 6) Pam 3 of 11 i DOCUrr)Crlt X20.10209 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 entity or an operating division, (2) a privatization of an Affiliate or an operating division of Enrolled Affiliate or any of its Affiliates, or (3) ra consolidation including a merger with a third party that has an existing agreement or Enrollment; Microsoft will work with Enrolled Affiliate in good faith to determine how to accommodate its changed circumstances in the context of this Agreement. 4. Making copies of Products and re -imaging rights. a. General. Enrolled Affiliate may make as many copies of Products, as it needs to distribute them within the Enterprise. Copies rnuet be true and complete (including copyright and trademark notices) from master:copies obtained from a Microsoft approved fulfillment So.lrce. 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 notify 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. Copies for trainingtevaluation and back-up. For all Products other than Online Services. Enrolled Affiliate may: (1) use up 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 copy of any.licensed Product for back-up or archival purposes for each of its distinct geographic locations. Trials for Online Services may be available if specified in the Use Rights. c. Right to re -image. In certain cases, re -imaging is permitted using the Product media. If the Microsoft Product is licensed (1) from an original equipment manufacturer (OEM), (2) as a full packaged Product through a retail source, or (3) under another Microsoft program, then medin provided under this Agreementlmay generally be used to create images for use in place of copies provided through that separate source. This right is conditional upon the following: (I) Separate Licenses must be acquired from the separate source for each Product that is re - imaged. (ii) 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 the re -imaged Product permitted remains the same. (Ili) Except for copies of an operating system and copies of Products licensed under another Microsoft program, the Product type (e.g... Upgrade or full License) re -imaged must he identical to the Product type licensed from the separate source. (iv) Enrolled Affiliate must adhere to any Product -specific processes or requirements for re - imaging identified in the Product Terms, Re -imaged Products remain subject to the terms and use rights of the License acquired from the separate source. This subsection does not create or extend any Microsoft warranty or support obligation. 5. Transferring and reassigning Licenses. a. License transfers. License transfers are not permitted, except that Customer or an Enrolled Affiliate may transfer only fully -paid perpetual licenses to: (I) an Affiliate, or (ii) a third party solely in connection 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 EA20I6A9r(IJ5)SLG(ENG)(Nav201 W 1 Page 4 ur 11 11acumcul X20.10209 operating division of Enrolled Affiliate or an Affiliate. (13) a reoPganization, or (C) a consolidation, r Upon such transfer, Customer'or Enrolled Affiliate must uninstall and discontinue using the licensed Product and render any copies unusable. b. Notification of License Transfer. Enrolled Affiliate most notify Microsoft of a License transfer by completing a licenses transfer form, which can be obtained tram httq:llr�wlr.micrasoft.crmrh:censino�%nrrirncts and sending the completed form to Microsoft before the License transfer. No License transfer will be valid unless Enrolled Affiliate provides to the transferee, and the transferee accepts in writing, documents sufficient to enable the transferee to ascertain the scope, purpose and limitations of the rights granted by Microsoft under the licenses being transferred (includingthe applicable Use Rights, use and transfer restrictions, warranties and limitations of liability). Any License transfer not made in compliance with this section will be void l c. Internal Assignment of Licenses and Software Assurance. Licensee and software Assurance must be assigned to a single user or device within the Enterprise. Licenses and Software Assurance may be reassigned within the Enterprise as described in the Use Rights. S. Term and termination. a. Term. The term of this Agreement will be 36 full calendar months from the effective date unless terminated by either party as described below. Each Enrollment will have the term provided in that Enrollment. b. Termination without cause. Either party may terminate this Agreement, without cause, upon 60 days' written notice. In the event of termination, new Enrollments will not be accepted, but any existing Enrollment will continue for the term of such Enrollment and will continue to be governed by this Agreement, c. Mid-term termination for non appropriation of Funds. Enrolled Affiliate may terminate this Agreement or an Enrollment without liability, penalty or further obligation to make payments if funds to make payments under the Agreement or Enrollment are not appropriated or allocated by the Enrolled Affiliate for such purpose. cf. Termination for cause. Without limiting any other remedies it may have, either party may terminate an Enrollment if the other party materially breaches its obligations under this Agreement, including any obligation to submit orders or pay invoices. Except where the breach is by its nature not curable within 30 days, the terminating party must give the other party 30 days' notice of its intent to terminate and an opportunity to cure the breach. If Microsoft gives such notice to an Enrolled Affiliate, Microsoft also will give 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 Microsoft, and Microsoft may terminate the former Affiliate's Enrollment. If an Enrolled Affiliate terminates its Enrollment as a result of a breach by Microsoft, or if Microsoft terminates an Enrollment because 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 terminates 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: It may immediately pay the total remaining amount due, including all installments, in which case, the Enrolled Affiliate will have perpetual rights for all Licenses it has ordered; or I r Fa+2016Atip{U`.'i1:iL{;i(�Plt }{hlof'UIGj r Payr.: S Uf 11 r nncurnent X20•10209 E (ii) It may pay only amounts due as of the termination date, in which case the Enrolled Affiliate will have perpetual Licenses for: 1) all copies of Products (including the latest version of Products ordered under SA coverage in the current term) for which payment has been made in full, and 2) the number of copies of Products it has ordered (including the latest version of Products ordered under Software Assurance coverage in current term) that is proportional to the total of installment payments paid versus total amounts due (paid and payable) if the early termination had not occurred. (iii) In the case of early termination under Subscription Enrollments, Enrolled Affiliate will have the following options: 'I) For eligible Products, Enrolled Affiliate may obtain perpetual Licenses as described in the section of the Enrollment titled "Buy-out option," provided that Microsoft receives the buy-out order for those Licenses within 60 days after Enrolled Affiliate provides notice of terneiation. 2) In the event of a breach by Microsoft, if Customer chooses not to exercise a buy-out option; Microsoft will issue Enrolled Affilaite a credit for any amount paid in advance for Subscription Licenses that the Enterprise will not be able to use to do the termination of the Enrollment, 1 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, (i) Enrolled Affiliate must order Licenses for all copies of Products it has run for which it has not previously submitted an order. Any and all unpaid payments for any order of any kind rernain due and payable, Except as provided in the subsection 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 not renew Software Assurance. 9. Modification or termination of an Online Service for regulatory reasons. Microsoft may modify or terminate an Online. Service where there is any current or future government requirement or obligation that: F(1) subjects Microsoft to any regulation or requirement not generally applicable to businesses operating in the jurisdiction; (2) presents a hardship for Microsoft to continue operating the Online Service without modification; and/or (3) causes Microsoft. to believe these terms or the Online Service may conflict with any such requirement or obligation. r h. Program updates. 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 the time of an Enrollment renewal. . 7. Use, ownership, rights, and restrictions. a. Products. Unless otherwise specified in a supplemental agreement; use of any Product is governed by the Use Rights specific to each P(MILICt and version and by the terms of the applicable supplemental agreement. b. Fixes. Each Fix is licensed under the same terms as the Product to which it applies. if a Fix is not provided for a specific Product, any use rights Microsoft provides with the Fix will apply. c. Non -Microsoft software and technology. Enrolled Affiliate is solely responsible for any non - Microsoft software or technology that it installs or uses with the Products or Fixes. I GA I2ul6Agr(US)SLG(E.,IG)(Nov2D16) Page G of 41 r Dorumenl X24.102IN d. Restrictions. Enrolled Affiliate must riot (arid is not licensed to) (1) reverse engineer, decompile, or disassemble any 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 limitations in a Product or Fix or restrictions in Product documentation. Customer must not (and is not licensed to) O separate and run parts of a Product or Fix on more than one device, upgrade or downgrade parts of a Product or Fix at different times, or transfer parts of a Product or Fix separately. or (ii) distribute, sublicense, rent, lease, tend any Products or Fixes,., in whole or in part, or use them to offer hosting services to a third party.' e. Reservation of rights. Products and Fixes are protected by copyright and other intellectual property rights taws and interriational treaties. Microsoft 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 device do not give Customer any right to implement Microsoft patents or other Microsoft intellectual property in the device itself or in any other software or devices. S. 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 publics+j 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 (dj is a comment or suggestion volunteered about the other party's business, products or services. Each party will take reasonable steps to protect the other's Confidential Information and will use the other party] s Confidential Information only for purposes of the parties' business relationship. Neither party will disclose that Confidential Information to third parties, except to its employees, Affiliates, contractors, advisors and consultants ("Representatives") and then only on a need -to -know basis under nondisclosure obligations at least as protective as this agreement. Each party remains responsible for the use of the Confidential Information by its Representatives and, in the event of discovery of any unauthorized use or disclosure, must promptly notify the other party. A party may disclose the other's Confidential Information if required by law; but only after it notifies the other party (if legally permissible) to enable the other party to seek a protective order. Neither party is required to restrict work assi`[bnments of its Representatives who have had access to Confidential Information. Each party agrees that the use of information retained in Representatives' unaided memories in the development or deployment of the parties' respective products or services does not create liability under this Agreement or trade secret law, and each party agrees to limit what it discloses to the other accordingly. 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. I 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 (ii) will be subject to the privacy terms specified in the Use Rights, Microsoft will abide by the requirements of European Economic Area and Swiss data protection FA2Q10Agr(WS)S1 c•,(1=N(;)(Nrtv20Hi) Paige. 7 or 11 Dbaimew X20.10209 law regarding the collection, use, transfer, retention, and other processing of personal data from the European Economic Mea and Switzerland, c. U.S. export. Products and Fixes are subject to U.S. export jurisdiction. Enrolled Affiliate must comply with all applicable international and national laws, including the U.S. Export Administration Regulations and' International Traffic in Aims Regulations, and end -user, end use and destination restrictions issued by U.S. and other governments related to Microsoft products, services and technologies. 10. Warranties. a. Limited warranties and remedies. (1) Software. Microsoft warrants that each version of the Software will perform substantially as described in the applicable Product documentation for one year from the date the Enterprise is first licensedrfor that version. If it does not and the Enterprise notifies Microsoft within the warranty term, then Microsoft will, at its option (1) return the price Enrolled Affiliate paid for the Software license, or (2) repair or replace the Software, (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 SLA. The remedies above are the Enterprise's sole remedies for breach of the warranties in this section. Custorner waives any breach of warranty claims not matte during the warranty period. b. Exclusions. The warranties in this agreement do not apply to problems caused by accident; abuse, or use in a manner inconsistent with this Agreement, including failure to meet minimum system rettuirements. These 'warranties do not apply to free, trial, pre-release, or beta products, or to components of Products that Enrolled Affiliate is permitted to redistribute. c. Disclaimer. Except for the'lirnited warranties above, Microsoft provides no other warranties or conditions and disclaims any other express, implied, or statutory warranties, including warranties of quality, title, non -infringement, merchantability, and fitness for a particular pit rpose. 11. Defense of third party claims. The parties will defend each other against the third -party claims described in this section and will pay the amount of any resulting adverse final judgment or approved settlement, but only if the defending party is promptly notified in writing of the claim and 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 defending party will reimburse the other party for reasonable out-of-pocket expenses it incurs in providing assistance. This section describes the parties' sole remedies and entire liability for such claims. 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 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) misappropriates a trade secret or directly infringes a patent, copyright, trademark or other proprietary right of a third party. If Microsoft is unable to resolve a claim of infringement under commercially reasonable terms, it may, at its option, either (I) modify or replace the Product or Fix with a functional equivalent; or (2) terminate Enrolled Affiliate's license and refund any prepaid license fees (less depreciation on a five-year, straight-line basis) for perpetual licenses and any amount paid for Online Services for any usage period after the termination date. Microsoft will not be liable for any claims or damages due to Enrolled Affiliate's continued use of a Product or Fix after being notified to stop due to a third-partyclaim. b, By Enrolled Affiliate. To the extent permitted by applicable law, Enrolled Affiliate will defend Microsoft against any third -party claim to the extent it alleges that: (1) any Customer Data or r CA20I6Agr(US)SLG(ENG}(N0 v2016) I Page 8 of r Document X.20-142011 nor: -Microsoft software hosted in an Online Service by Microsoft on Enrolled Affiliate's behalf misappropriates a trade secret or directly infringes a patent, copyright, trademark, or other proprietary right of a third party; or (2) Enrolled Affiliates use of any Product or Fix, alone or in combination with anything else, violates the law or damages a third party. 12. Limitation of liability. ' For each Product; each party's maximum, aggregate liability to the other under this Agreement is limited to direct damages finally awarded in an amount not to exceed the amounts Enrolled Affiliate was required to pay for the applicable Products during the 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 claim will not exceed the amount Enrolled Affiliate paid for the Online Service during the '12 months before the incident, b. Free Products and Distributatite 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, or consequential damages, or for loss of use, loss of business information, loss of revenue, or interruption of business, however caused, or on any theory of liability. A d. Exceptions. No limitation or exclusions will apply to liability arising out of either party's (1) confidentiality obligations (except for all liability related to Customer Data, which will remain subject to the limitations and exclusions above); (2) defense obligations; or (3) violation of the other party's intellectual property rights. r 13. Verifying compliance. a. Right to verify compliance. Enrolled Affiliate must keep records relating to all use and distribution of Products by Enrolled Affiliate and its Affiliates. Microsoft has the right, at its expense, to the extent permitted by applicable law, to verify compliance with the Product's license terms. Enrolled Affiliate anus 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 dishibutes to third parties. Enrolled Affiliate agrees to complete Microsoft's self -audit process, which Microsoft may require as an alternative to a third party audit. b. Remedies for non-compliance. If verification or self -audit reveals any unlicensed use of distribution, then within 30 days, (1) Enrolled Affiliate must order sufficient Licenses to cover that use or distribution, and (2) if unlicensed use or distribution is 5% or more, Enrolled Affiliate must reimburse Microsoft for the cost Microsoft has incurred in verification and acquire the necessary 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:another 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 law. r c. Verification process. Microsoft will notify Enrolled Affiliate at least 30 days in advance of its intent to verify Enrolled Affiliate's compliance with the license terms for the Products Enrolled 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, r:A201Fu'+y1(lJS)SLCi{L-NCi}{NUv'ZQ1ti} PaqS qn111 Ocrument X2.0-In209 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. 1). 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 be in writing and will be treated as delivered on the date shown on the return receipt or on the courier or fax confirmation of delivery. Microsoft may provide information to Enrolled Affiliate about upcoming ordering deadlines, services, and subscription information in electronic form, including by email to contacts provided by Enrolled Affiliate. Emails will, be treated as delivered on the transmission date. cf. 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 time to time in accordance with the terms of this Agreement. Any conflicting terms and conditions contained in an Enrolled Affiliate's purchase order will not apply. Microsoft may require Customer to sign a new agreement or an aimendrient before an Enrolled Affiliate enters into an Enrollment under this agreement, n f. Assignment. Either party may assign this Agreement to an Affiliate, but must notify the other party in writing -of the assignment. Any other proposed assignment must be approved by the non -assigning party in writing. Assignment will not relieve the assigning party of its obligations under the assigned agreement Any attempted assignment without required approval will be void. n g. Applicable taw; dispute resolution. The terms of this Agreement will be governed by the taws of Customer's state, without giving effect to its conflict of laws. Disputes relating to this Agreement will be subject to applicable dispute resolution laws of Customer's state. h. Severability. If any provision in'this agreement is held lobe unenforceable, the halance of the agreement will remain in full force and effect. L 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 term of the Agreement. 1. Management and Reporting. Customer and/or Enrolled Affiliate may manage account details (e.g., contacts, orders, Licenses, software downloads) on ivticrosoft's Volume Licensing Service Center ("VLSC'') web site (or successor site) ate htips.ttwww, Mcrosoft comilicensingtservrcecenter. Upon the effective date of this Agreement and any Enrollments, the contacts) identified for this purpose will be provided access to this site and may authorize additional users and contacts. 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 the following order, from highest to lowest priority: (1) this Enterprise Agreement, (2) any Enrollment, (3) the Product Terms, (4) the Online Services Terms, (5) orders submitted under this Agreement, and (6) any other documents in this Agreement, Terms in an anlendrnerit control over the amended document and any prior amendments concerning the same subject molter, EFL201BAq(1JS)SLG(ENG)(Nov2016) i Page 10 or 11 Document x20 10200 n. Free Products. it is Cicrosoft's intent that the terms of this Agreement and the Use Rights be in compliance with all applicable federal law and regulations. Any free Product provided to Enrolled Affiliate is for the sole use and benefit of the Enrolled Affiliate, and is not provided for use by or personal benefit of any specific government employee. o. Voluntary Product Accessibility Templates. Microsoft supports the government's obligation to provide accessible technologies to its citizens with disabilities as required by Section 508 of the Rehabilitation Act of 1973, and its state law counterparts. The Voluntary Product Accessibility Templates (" VPATs") 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 http.11wwvi.rriicrosoft.com!enable. p. Natural disaster. In the event of a "natural disaster," Microsoft may provide additional assistance or rights by posting them on httn tt,v;,v.microsoft. com at such time. y. Copyright violation. Except as set forth in the section above entitled "Transferring and reassigning Licenses", the Enrolled Affiliate agrees to pay for, and comply with the terms of this Agreement and the Use Rig hts,'for the Products it uses. Except to the extent Enrolled Affiliate is licensed under this Agreentenl. 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. i E.R2fl1u"Agr(I)S{SL (rilG)fNov2OI0) Psyc 11 pf I I r Doru eld x2r1-102M Q r Miuosoft U't)It.11`rw 1_iCn1.1Sing Supplemental Contact Information Form This form can be used in combination with MBSA, Agreement, and EnrollmenttRegistration. However, a separate form must be submitted for each enrollment/registration, when more than one is - submitted on a signature form. For the purposes of this form, 'entity" can mean the signing entity, Customer, Enrolled Affiliate, Government Partner, Institution, or other party entering into a volume licensing program agreement. Primary and Notices contacts in this form will not apply to enrollments or registrations. This form applies to: ❑ MBSA Agreement 4 ❑ EnrollmentlAtfitiate Registration Form Insert primary entity name if more than one Enrollment/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 rrnusl be coif pleted for each section. By providing contact information, entity consents to its use for purposes of administering the Enrollment by Microsoft and other parties that help Microsoft administer this Enrollment. The personal information provided in connection with this agreement will be used and protected according to the privacy statement available at ht0s:1111censind mrcrosott.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 f=undemurk Contact email address* RFunderburkArivco.org Street address* 3450 14th Street, 41h Floor, City" Riverside State/Province* California Postal code* 92501-3861 Country* USA Phone" 951-955-2265 Fax 1 ❑ This contact is a third party (not the entity). Warning: 'rhis contact receives personally identifiable information of the entity. ' 1 2. Software Assurance manager. This contact will receivo 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 ernafl address' RFunderburk@i-ivco.org Street address* 3450 '14th Street, 4th Floor, City" Riverside State/Province* California `Postal code' 92501-3861 SupCoirt-ictlnfoForm(NA,1:4p)(FN�,)(C; rt7q 13) P;Igc I of a Country` USA Phone" 951-955-2265 Fax ❑ This contact is a third party (not the entity). Warning: This contact receives personally identifiable information of the entity. 3. Subscriptions manager. This contact will assign MSDN, Expression, and TechNet Plus subscription licenses to the individual subscribers under this Enrollment or Registration. Assignment of the subscription licenses is necessary for access to any of the online benefits, such as subscription downloads. This contact will also manage any complimentary or additional media purchases related to these subscriptions. Name of entity' County of Riverside Contact name*: First Regirin Last Funderlowk Contact email address' RFunderburk cr rivco.org Street address* 3450 14th Street, 4th Floor City' Riverside State/Province' California Postal code' 92501-3861 Country* USA Phone* 951-955-2265 Fax ❑ This contact is a third party (not the entity). Warning: ''his contact receives personally identifiable information of the entity. 4. Online services manager. This contact will be provided online permissions to manage the online services ordered under the Enrollment or Registration, Name of entity" County of Riverside Contact name": First Luis Last Flores Contact email address' LFFlores@rivco.org Street address` 3450 141h Street, 4th Floor City` Riverside State/Province' California Postal code" 92501-3861 Country" USA Phone" 951-955-8114 Fax ❑ This contact is a third party (not the entity). Warning: This contact receives personally identifiable information of the entity. 5. Customer Support Manager (CSM). This person is designated as the Customer Support Manager (CSM) for support -related activities. Name of entity" County of Riverside Contact name': First Luis Last Flores Contact email address" LFFloresCrivco.org Street address' 3450 141h Street, 4th 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 primary contact.. This contact receives online administrator permissions and may grant online access to others. This contact also receives all notices unless Microsoft is provided written notice of a change. Name of entity" County of Riverside 7upCowactin(❑F3) Pago 2 of 3 Contact name'*: First Jim Last Smith Contact email address" jimsmith@rivco.org Street address' 3450 14th Street, 4th Floor City* Riverside State/Province* CA Postal code* 92501-3861 Country' US Phone* 951-231-5909 Fax 7. Notices contact and online administrator information. This individual receives online administrator permissions and may grant online access to others. This contact also receives all notices. ® Same as primary confacf Name of entity` Contact name*: First Last Contact email address" Street address' City* StatefProvince* Postal code' Country* Phone" Fax ❑ This contact is a third party (not the entity). Warning: This contact receives personally identifiable information of the entity. SUPCOlitaclhdOF(inti(NA.,INI))iL-ru lfCl�M✓(1131 Page 3 of 3 10 Microsoft Document Headersheet * This is for informational purposes only MS5-0000004275258 (MSLI Tracking Number) Doc Type: Amendments Do not modify the formatting or spacing of this Form above this text Subsidiary: Account Manager Name / Alias: Country: United States LAR/LAD/ESA: Insight Direct USA, Inc. ProgramNersion EA 6 2016 (Scanning Code) ACCOUNT: County of Riverside Comments: Outsourcer Name: Business Agreement Number: Master Agreement Number: 808444S Agreement Number: Purchase Order Number: 8/23/2019 9:42:40 PM Amendment to Contract Documents !syrccrrtent flwnbur -?o F4!qs Volurncc Licensing 004-kayleecl-S-041 This nmendment ("Amendment") is entered into between the parties identified on the attached program signature form. It amends the Enrollment or Agreement identified above- Ali terms used but not defined in this Amendment will have the same meanings provided in that Enrollment or Agreement. Enterprise Agreement Custom Terms CTM 1, Section 6a, "Term", is hereby amended and restated as follows: a. Term, The tern of this Agreement will rernain in effect unless terminated by either party as described below. Each Enrollinenl will have the trrm provided in that Enrollment. 2. The pricing that Microsofl will offer Enrolled Affiliate's Reseller for Enrollments effective between November 1, 2019 through October 31, 2021, and that will apply for the entire initial term of such Enrollments, is as follows: Pradtict yr Price Examples include but are not limited to Level the following': Enterprise Online Services" Level D N1365 E3 and L'5, Enterprise Mobility 4- (inclurlinc3 Full USLs. From $A minus 2% Security E3 and E5, Office 365 Enterprise USLs, Add ons and Step Ups) Level D E1 or E3, Windows 10 Enterprise E3 or ES Office 365 Pro Plus, UUindows 10 Enterprise Products Enterprise, Core CAL Suite, Enterprise CAL Suite Additional Products Level D M365 F1, M31755 E5 Compliance, M365 E5 Security, Office 365 Fnterprise F1, Project Online. Visio Online Plan 1 or Plan 2, Dynamics 365, .Azure, SQL Server, Windows Server. etc. Server and Tools Product Level D SharePoint Server, SC]L Server, 6izTalk Server, Visual Stu(Iio. Corc Infrastructure (applies to Server and Cloud Suites, etc. Enrollments only) 1 Ire Cx,arrtUleE inelud+ onlnte svrvi_es that are available frt eiti-r the ccmnte+vial cx ncwemment cloud tMerincs. "A+iali`yinp F.n¢erP!ise? primp $ervir.?s ?rr rdrn;ified in Ih9 Pro( ur; Terms W1h lNP r-.pil vg1trp of'F0' in the r, l)IPS for 'Piowurn .Ava-lublilty'. 'Tile •;o�)4xua' Frrl_rptise O.dirre Services is sr:bje t to cha-,Je as Eatetpr.-se Online Servic(:_ are rdclM. trpdited/rw sue;! or,rer»aved frorn the Cntcrofise ptc- gram crrerinrl Exclusions apply to thr, additiam it 2% discount on F-ntorprise Online Services as follows: ArnendmculApp vi 0 C711v1-CPT-0PT-FIv'i( an name 1 of 2 rj • The price list month that applies to an order is not a factor in determining whether the additional2% discount on Enferprise Online Services may be applied to an order_ The only applicable factor is the effective date of the Enrollment. • The discount dies not apply to any extensions of the initial Terri or renewal Fnrollmenls. • The discount floes not apply to any promotional SKUs. 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 November 1, 2021 is Level D for all Products. The Reseller and the Enrolled Affiliate will determine the Enrolled Affiliate's actual price and payment. terms. Except for changes made by this Amendment, the Enrollment or Agreement identified above remains unchanged and in full force and effect. If there is any conflict between any provision in this Amendment and any provisiorr in the Enrolimerd or Agreement identified above, this Amendment shall control. This Amendment must be attached to a signature form to be valid. Microsoft Internal AmprAMPriArn A 0 cT1e1-CPT-QPT-FWK 8D Flige 2 & 2 0