HomeMy WebLinkAbout07 - Three Year Software License Agreement for MicrosoftCITY OF
NEWPORT BEACH
City Council Staff Report
TO:
FROM
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PHONE:
TITLE:
ABSTRACT:
April 11, 2023
Agenda Item No. 7
HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
Tara Finnigan, Assistant City Manager - 949-644-3001,
tinnigan@newportbeachca.gov
Avery Maglinti, Information Technology Manager,
amaglinti@newportbeachca.gov
Michael Wojciechowski, Information Technology Operations
Supervisor, mwoj@newportbeachca.gov
949-644-3091
Three Year Software License Agreement for Microsoft
Key portions of the City of Newport Beach's (City's) core software infrastructure, software
delivery, workstation security, collaboration tools, and office productivity applications are
based on Microsoft's suite of products and operating systems. Approving this licensing
agreement provides significant cost -avoidance via volume licensing and positions the City
to benefit from the next generation of Microsoft's operating systems, Office suite of
products, server systems, and security architecture.
RECOMMENDATIONS:
a) Determine this action is exempt from the California Environmental Quality Act (CEQA)
pursuant to Sections 15060(c)(2) and 15060(c)(3) of the CEQA Guidelines because
this action will not result in a physical change to the environment, directly or indirectly;
and
b) Authorize the Mayor and City Clerk to execute a renewal Software License Agreement
with Dell Inc. for a three-year period for all Microsoft products in the amount of
$230,336.70 per year.
DISCUSSION:
The City utilizes a Microsoft Enterprise Agreement for all of its Microsoft products,
including but not limited to, Windows Operating System, Windows Server, Exchange
(e-mail), SQL Server Database, Application Development Tools, and Office365. Microsoft
software is utilized on every computer used by City staff and every server providing the
business systems used to conduct City business and deliver services to the public. The
most efficient and cost-effective method of maintaining the City's Microsoft products is
through an Enterprise Agreement with Microsoft. The agreement allows the City to
purchase software licenses and updates under one contract at a much lower price than
when purchased individually, while simplifying the process of acquiring and managing
licenses for the City's workforce.
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Three Year Software License Agreement for Microsoft
April 11, 2023
Page 2
Office 365 Product Suite
Microsoft Office 365 for government has fulfilled the City's requirements for collaboration,
productivity and security. Key benefits of Office 365 since its implementation have been:
• Access — Staff has access to the Microsoft Office applications anywhere and
anytime on the web or using Apps on devices like mobile phones and tablets.
• Collaboration — Microsoft Teams provides a powerful hub for teamwork that
brings together chat, video calling, files, and productivity tools into a shared
workspace. The product proved to be an invaluable tool in keeping staff connected
and engaged during the COVID-19 crisis.
• Automated Updates — Office 365 provides regular virus and malware updates
and products are always at the most current version.
• Secure — Microsoft 365 meets the enhanced security and compliance
requirements of government agencies.
The City uses an agreement known as the County of Riverside Microsoft Enterprise
Master Agreement in order to purchase Microsoft products at a reduced rate. The contract
is competitively bid by the County of Riverside and available to any public agency in the
State of California for the purchase of Microsoft enterprise software licensing and
maintenance. Microsoft does not sell their products directly to enterprise customers and
instead uses vendors known as Value Added Resellers. The County of Riverside has
negotiated a Licensing Solution Provider Agreement (PSA-0001524) with Dell Marketing
L.P. for a Microsoft Enterprise Agreement (Master Agreement No. 8084445) at a
46% reduction in cost. The City of Newport Beach has joined the Riverside Licensing
Solution Agreement to get the best price available.
The cost of the agreement has increased due to changes in Microsoft's licensing model
of charging a subscription service per user and not an individual device. The cost increase
reflects the addition of all part-time and seasonal City employees to the new licensing
model. The existing agreement ended on March 31, 2023, however there is a 90-day
grace period (in which the current agreement is valid) to "true up" the required licenses.
FISCAL IMPACT:
The Microsoft Licenses through Dell Inc. has a fixed cost of $230,336.70 per year for
three years. The total cost of this three-year Microsoft Enterprise Agreement is
$691,010.10. The adopted budget includes sufficient funding for this purchase. It will be
expensed to the IT Division Operating Budget, Software License Renewal Account
No. 76420203-871017.
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Three Year Software License Agreement for Microsoft
April 11, 2023
Page 3
ENVIRONMENTAL REVIEW:
Staff recommends the City Council find this action is not subject to the California
Environmental Quality Act (CEQA) pursuant to Sections 15060(c)(2) (the activity will not
result in a direct or reasonably foreseeable indirect physical change in the environment)
and 15060(c)(3) (the activity is not a project as defined in Section 15378) of the CEQA
Guidelines, California Code of Regulations, Title 14, Chapter 3, because it has no
potential for resulting in physical change to the environment, directly or indirectly.
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The agenda item has been noticed according to the Brown Act (72 hours in advance of
the meeting at which the City Council considers the item).
ATTACHMENTS:
Attachment A — Agreement
Attachment B — Riverside County Contract with Extension Amendment
Attachment C — Three -Year Dell Quote
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ATTACHMENT A
Microsoft
Program Signature Form
MBAIMBSA number
Agreement number 8084445
Volume Licensing
5-0000009829110A
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.
Contract Document J Number or Code
<Choose A reement> Document Number or Code
<Choose A reement>
Document Number or Code
<Choose A reement>
Document Number or Code
<Choose AgreementAgreement>
Document Number or Code
<Choose A reement>
Document Number or Code
Enterprise Enrollment
X20-10635
<Choose Enrol lmentlRe istration>
Document Number or Code
<Choose Enrol Iment/Reg istration>
Document Number or Code
<Choose Enrol lmentlRe istration>
Document Number or Code
<Choose EnrollmentlRe istration>
Document Number or Code
Document Description
Document Number or Code
Amendment
M97 new
Product Selection Form
1299605.002
Document Description
Document Number or Code
Document Description
Document Number or Code
By signing below, Customer and the Microsoft Affiliate agree that both parties (1) have received, read
and understand the above contract documents, including any websites or documents incorporated by
reference and any amendments and (2) agree to be bound by the terms of all such documents.
Name of Entity (must be legal entity name)* City of Newport Beach
Signature*
Printed First and Last Name*
Printed Title
Signature Date*
Tax ID
"indicates required field
APPROVED AS TO FORM-
CIIYATTG EY'S OFFICE
Aar G. f G' At# rney y3
Program Sign Form(MSSign)(NA, LatAm) ExBRA,MLI (ENG)(Nfay2020)
Page 1 of 2
Document X20-12883
7-4
Microsoft Corporation
Signature
Printed First and Last Name
Printed Title
Signature Date
(date Microsoft Affiliate countersigns)
Agreement Effective Date
(may be different than Microsoft's signature date)
Optional 2"1 Customer signature or Outsourcer signature (if applicable)
Name of Entity (must be legal entity name)*
Signature*
Printed First and Last Name*
Printed Title
Signature Date*
* indicates required field
Name of Entity (must lie legal entity name)*.
Signature*
Printed First and Last Name*
Printed Title
Signature Date*
* indicates required field
If Customer requires additional contacts or is reporting multiple previous Enrollments, include the
appropriate form(s) with this signature form.
After this signature form is signed by the Customer, send it and the Contract Documents to Customer's
channel partner or Microsoft account manager, who must submit them to the following address. When
the signature form is fully executed by Microsoft, Customer will receive a confirmation copy.
Microsoft Corporation
Dept. 551, Volume Licensing
6880 Sierra Center Parkway
Reno, Nevada 89511
USA
ProgramSignForm(MSSign)(NA,L atAm) ExBRA,MLI(ENG)(May202O)
Page 2 of 2
Document X20-12883
7-5
Microsoft
Enterprise Enrollment
Enterprise Enrollment number
(Microsoft to complete)
Previous Enrollment number
(Reseller to complete)
5681281
Volume Licensing
Framework ID
(it applicable)
State and Local
This Enrollment must be attached to a signature form to be valid.
This Microsoft Enterprise Enrollment is entered into between the entities as identified in the signature form
as of the effective date. Enrolled Affiliate represents and warrants it is the same Customer, or an Affiliate of
the Customer, that entered into the Enterprise Agreement identified on the program signature form.
This Enrollment consists of: (1) these terms and conditions, (2) the terms of the Enterprise Agreement
identified on the signature form, (3) the Product Selection Form, (4) the Product Terms, (5) the Online
Services Terms, (6) any Supplemental Contact Information Form, Previous Agreement/Enrollment form,
and other forms that may be required, and (7) any order submitted under this Enrollment. This Enrollment
may only be entered into under a 2011 or later Enterprise Agreement. By entering into this Enrollment,
Enrolled Affiliate agrees to be bound by the terms and conditions of the Enterprise Agreement.
All terms used but not defined are located at http://www.microsoft.com/licensing/contracts. In the event of
any conflict the terms of this Agreement control.
Effective date. If Enrolled Affiliate is renewing Software Assurance or Subscription Licenses from one or
more previous Enrollments or agreements, then the effective date will be the day after the first prior
Enrollment or agreement expires or terminates. If this Enrollment is renewed, the effective date of the
renewal term will be the day after the Expiration Date of the initial term. Otherwise, the effective date will
be the date this Enrollment is accepted by Microsoft. Any reference to "anniversary date" refers to the
anniversary of the effective date of the applicable initial or renewal term for each year this Enrollment is in
effect.
Term. The initial term of this Enrollment will expire on the last day of the month, 36 full calendar months
from the effective date of the initial term. The renewal term will expire 36 full calendar months after the
effective date of the renewal term.
Terms and Conditions
L Definitions.
Terms used but not defined in this Enrollment will have the definition in the Enterprise Agreement. The
following definitions are used in this Enrollment;
"Additional Product" means any Product identified as such in the Product Terms and chosen by Enrolled
Affiliate under this Enrollment.
"Community" means the community consisting of one or more of the following: (1) a Government, (2) an
Enrolled Affiliate using eligible Government Community Cloud Services to provide solutions to a
Government or a qualified member of the Community, or (3) a Customer with Customer Data that is subject
to Government regulations for which Customer determines and Microsoft agrees that the use of
Government Community Cloud Services is appropriate to meet Customer's regulatory requirements.
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Membership in the Community is ultimately at Microsoft's discretion, which may vary by Government
Community Cloud Service.
"Enterprise Online Service" means any Online Service designated as an Enterprise Online Service in the
Product Terms and chosen by Enrolled Affiliate under this Enrollment. Enterprise Online Services are
treated as Online Services, except as noted.
"Enterprise Product" means any Desktop Platform Product that Microsoft designates as an Enterprise
Product in the Product Terms and chosen by Enrolled Affiliate under this Enrollment. Enterprise Products
must be licensed for all Qualified Devices and Qualified Users on an Enterprise -wide basis under this
program.
"Expiration Date" means the date upon which the Enrollment expires.
"Federal Agency" means a bureau, office, agency, department or other entity of the United States
Government.
"Government" means a Federal Agency, State/Local Entity, or Tribal Entity acting in its governmental
capacity.
"Government Community Cloud Services" means Microsoft Online Services that are provisioned in
Microsoft's multi -tenant data centers for exclusive use by or for the Community and offered in accordance
with the National Institute of Standards and Technology (MIST) 5pecW Publication 800-145. Microsoft
Online Services that are Government Community Cloud Services are designated as such in the Use Rights
and Product Terms.
"Industry Device" (also known as line of business device) means any device that (1) is� not useable in its
deployed configuration as a general purpose personal computing device (-such as'a persoihal computer), a
multi -function server, or a;commercia.11y viable substitute for one of these systems,; and (2).orily employs an
industry or task-specifip software .program ,(e..g. a computer -aided design program used, by air arcEitect or
a point of sale program)- ("Industry Program" )�. The device n#ay include features and function`s der.ived from
Microsoft software or third -party software. if the deice -performs desktop ;;functi..ns (such as email, -word
processing spreadsheets,, database, networl or.-Irternet`browsing, or scheduling, or personal finance),
then the desktop functions: (1) may only be' used .,for the'.pur' of supporting the;' I°ndustry Program
functionality; and (2) must be technically integrated with `the Industry Program `or 'employ technically
enforced policies or architecture to operate only whan''used with the industry Program functionality,
"Managed Device" means any device on which any Affiliate in the Enterprise directly or indirectly controls
one or more operating system environments. Examples of Managed Devices can be found in the Product
_Terms.
"Oualified `Device" means any device that is used by or for the benefit of Enrolled. Affiliate's Enterprise and
is:,O`a personal desktop computer, portable computer, workstation,or similar device capable of running
Windows Pro locally (in a physical or virtual operating system environment), or (2) a device used to access
a virtual desktop infrastructure ("VDI"). Qualified Devices do not include any device that is: (1) designated
as a server and not used as a personal computer, (2) an Industry Device, or (3) not a Managed Device. At
its option, the Enrolled Affiliate may designate any device excluded above (e.g., Industry Device) that is
used by or for the benefit of the Enrolled Affiliate's Enterprise as a Qualified Device for all or a subset of
Enterprise Products or Online Services the Enrolled Affiliate has selected.
"Qualified User" means a person (e.g., employee, consultant, contingent staff) who: (1) is a user of a
Qualified Device, or (2) accesses any server software requiring an Enterprise Product Client Access
License or any Enterprise Online Service. It does not include a person who accesses server software or
an Online Service solely under a License identified in the Qualified User exemptions in the Product Terms.
"Reseller" means an entity authorized by Microsoft to resell Licenses under this program and engaged by
an Enrolled Affiliate to provide pre- and post -transaction assistance related to this agreement;
"Reserved License" means for an Online Service identified as eligible for true -ups in the Product Terms,
the License reserved by Enrolled Affiliate prior to use and for which Microsoft will make the Online Service
available for activation.
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"State/Local Entity" means (1) any agency of a state or local government in the United States, or (2) any
United States county, borough, commonwealth, city, municipality, town, township, special purpose district,
or other similar type of governmental instrumentality established by the laws of Customer's state and
located within Customer's state'sjurisdiction and geographic boundaries.
"Tribal Entity" means a federally -recognized tribal entity performing tribal governmental functions and
eligible for funding and services from the U.S. Department of Interior by virtue of its status as an Indian
tribe.
"Use Rights" means, with respect to any licensing program, the use rights or terms of service for each
Product and version published for that licensing program at the Volume Licensing Site and updated from
time to time. The Use Rights include the Product -Specific License Terms, the License Model terms, the
Universal License Terms, the Data Protection Terms, and the Other Legal Terms. The Use Rights
supersede the terms of any end user license agreement (on -screen or otherwise) that accompanies a
Product.
"Volume Licensing Site" means http://www,microsoft.com/licensing/contracts or a successor site.
2. Order requirements.
a. Minimum order requirements. Enrolled Affiliate's Enterprise must have a minimum of 250
Qualified Users or Qualified Devices. The initial order must include at least 250 Licenses for
Enterprise Products or Enterprise Online Services.
(i) Enterprise commitment. Enrolled Affiliate must order enough Licenses to cover all
Qualified Users or Qualified Devices, depending on the License Type, with one or more
Enterprise Products or a mix of Enterprise Products and the corresponding Enterprise
Online Services (as long as all Qualified Devices not covered by a License are only used
by users covered with a user License).
(ii) Enterprise Online Services only. If no Enterprise Product is ordered, then Enrolled
Affiliate need only maintain at least 250 Subscription Licenses for Enterprise Online
Services.
b. Additional Products. Upon satisfying the minimum order requirements above, Enrolled
Affiliate may order Additional Products.
c. Use Rights for Enterprise Products. For Enterprise Products, if a new Product version has
more restrictive use rights than the version that is current at the start of the applicable initial or
renewal term of the Enrollment, those more restrictive use rights will not apply to Enrolled
Affiliate's use of that Product during that term,
d. Country of usage. Enrolled Affiliate must specify the countries where Licenses will be used
on its initial order and on any additional orders.
e. Resellers. Enrolled Affiliate must choose and maintain a Reseller authorized in the United
States. Enrolled Affiliate will acquire its Licenses through its chosen Reseller. Orders must be
submitted to the Reseller who will transmit the order to Microsoft. The Reseller and Enrolled
Affiliate determine pricing and payment terms as between them, and Microsoft will invoice the
Reseller based on those terms. Throughout this Agreement the term "price" refers to reference
price. Resellers and other third parties do not have authority to bind or impose any obligation
or liability on Microsoft.
f. Adding Products.
(i) Adding new Products not previously ordered. New Enterprise Products or Enterprise
Online Services may be added at any time by contacting a Microsoft Account Manager or
Reseller. New Additional Products, other than Online Services, may be used if an order is
placed in the month the Product is first used. For Additional Products that are Online
Services, an initial order for the Online Service is required prior to use.
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(ii) Adding Licenses for previously ordered Products. Additional Licenses for previously
ordered Products other than Online Services may be added at any time but must be
included in the next true -up order. Additional Licenses for Online Services must be ordered
prior to use, unless the Online Services are (1) identified as eligible for true -up in the
Product Terms or (2) included as part of other Licenses.
g. True -up requirements. Enrolled Affiliate must submit an annual true -up order that accounts
for any changes since the initial order or last order. If there are no changes, then an update
statement must be submitted instead of a true -up order.
(i) Enterprise Products. For Enterprise Products, Enrolled Affiliate must determine the
number of Qualified Devices and Qualified Users (if ordering user -based Licenses) at the
time the true -up order is placed and must order additional Licenses for all Qualified Devices
and Qualified Users that are not already covered by existing Licenses, including any
Enterprise Online Services.
(ii) Additional Products. For Additional Products that have been previously ordered under
this Enrollment, Enrolled Affiliate must determine the maximum number of Additional
Products used since the latter of the initial order, the last true -up order, or the prior
anniversary date and submit a true -up order that accounts for any increase.
(iii) Online Services. For Online Services identified as eligible for true -up in the Product
Terms, Enrolled Affiliate may place a reservation o(der_f0-,We additional Licenses prior to
use and payment may be deferred until tho. text true-Vp`order'--Microsoft will provide a
report of Reserved Licenses ordered but - not yet invoic.00 to Enroll ed:;,:Affiliate and its
Reseller. Reserved Licenses will be. invoided retrospectively to the month.in,which they
were ordered.
(iv) SubsgrIlption ,License reductions. r Enrolled Affiliate may reduce the : qua`ntity of
Subscription-" Licenses at the Enrolfine'rit `anniversary date on a prospective basis if
permitted in the Product,Terrf4s, as;follows:
1) For "Subscription Licenses ghat are part,pf an Enterprise-w.id.e.purchase, Licenses may
be reduced if the total quahtity.of Licenses and Software Assurance for an applicable
group meets or exceeds the u rrti of Qualified Devices and Qualified Users (if
g p q:ty.
ordering user -based Licenses) identified on the Product Selection Form, and includes
any additional Qualified Devices and Qualified Users added in any prior true -up orders.
Step= up Licenses do not count towards this total count.
2) For Enterprise Online Services that are riot a' part of an Enterprise -wide purchase,
_ Licenses can be reduced as long as the initial order minimum requirements are
maintained.
3) For Additional Products available as Subscription Licenses, Enrolled Affiliate may
reduce the Licenses. If the License count is reduced to zero, then Enrolled Affiliate's
use of the applicable Subscription License will be cancelled.
Invoices will be adjusted to reflect any reductions in Subscription Licenses at the true -up
order Enrollment anniversary date and effective as of such date.
(v) Update statement. An update statement must be submitted instead of a true -up order if,
since the initial order or last true -up order, Enrolled Affiliate's Enterprise: (1) has not
changed the number of Qualified Devices and Qualified Users licensed with Enterprise
Products or Enterprise Online Services; and (2) has not increased its usage of Additional
Products. This update statement must be signed by Enrolled Affiliate's authorized
representative.
(vi) True -up order period. The true -up order or update statement must be received by
Microsoft between 60 and 30 days prior to each Enrollment anniversary date. The third -
year true -up order or update statement is due within 30 days prior to the Expiration Date,
and any license reservations within this 30 day period will not be accepted. Enrolled Affiliate
EA20201 EnrGov(1JS)SLG(ENG)(0ct2019)
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may submit true -up orders more often to account for increases in Product usage, but an
annual true -up order or update statement must still be submitted during the annual order
period.
(vii)Late true -up order. If the true -up order or update statement is not received when due,
Microsoft will invoice Reseller for all Reserved Licenses not previously invoiced and
Subscription License reductions cannot be reported until the following Enrollment
anniversary date (or at Enrollment renewal, as applicable).
h. Step-up Licenses. For Licenses eligible for a step-up under this Enrollment, Enrolled Affiliate
may step-up to a higher edition or suite as follows:
(i) For step-up Licenses included on an initial order, Enrolled Affiliate may order according to
the true -up process.
(ii) If step-up Licenses are not included on an initial order, Enrolled Affiliate may step-up
initially by following the process described in the Section titled "Adding new Products not
previously ordered," then for additional step-up Licenses, by following the true -up order
process.
i. Clerical errors. Microsoft may correct clerical errors in this Enrollment, and any documents
submitted with or under this Enrollment, by providing-, notice by email and a reasonable
opportunity for Enrolled Affiliate to object to the correction.."'Clerical errors include minor
mistakes, unintentional additions and omissions.'. This provision does not apply to material
terms, such as the identity, quantity or price of a -Product 8r8�red
j. Verifying compliance. Microsoft may, in its d'scretion, and�'af its expense,' verify compliance
with this Enrollment as set forth in the Enterprise Agreement.'
3. Pricing.
a. Price Levels. For both the'initiel;and 'any renewal term Enrolled Affiliate's Price: Level for all
Products ordered under this Enrollment will be Level "D throughout the term of the Enrollment.
b. Setting Prices. Enrolled Affiliate's prices;for each Product or Service will be established by its
Reseller. Except for Online Services designated in the Product Terms as being exempt from
fixed pricing, As long as Enrolled Affiliate continues to qualify for the same price level,
Microsoft',s prices for Resellers for each Product or Service ordered will be fixed throughout the
applicable initial or renewal Enrollment term. Microsoft's prices to Resellers are reestablished
at the beginning of the renewal term.
4 Payment terms.
For the initial or renewal order, Microsoft will invoice Enrolled Affiliate's Reseller in three equal annual
installments. . The first installment will be invoiced upon Microsoft's acceptance of this Enrollment and
remaining installments will be invoiced on each subsequent Enrollment anniversary date. Subsequent
orders are invoiced upon acceptance of the order and Enrolled Affiliate may elect to pay annually or upfront
for Online Services and upfront for all other Licenses.
5. End of Enrollment term and termination.
a. General. At the Expiration Date, Enrolled Affiliate must immediately order and pay for Licenses
for Products it has used but has not previously submitted an order, except as otherwise
provided in this Enrollment.
b. Renewal option. At the Expiration Date of the initial term, Enrolled Affiliate can renew
Products by renewing this Enrollment for one additional 36-month term or by signing a new
Enrollment. Microsoft must receive a Renewal Form, Product Selection Form, and renewal
order prior to or at the Expiration Date. Microsoft will not unreasonably reject any renewal.
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Microsoft may make changes to this program that will make it necessary for Customer and its
Enrolled Affiliates to enter into new agreements and Enrollments at renewal,
c. If Enrolled Affiliate elects not to renew.
(i) Software Assurance. If Enrolled Affiliate elects not to renew Software Assurance for any
Product under its Enrollment, then Enrolled Affiliate will not be permitted to order Software
Assurance later without first acquiring a new License with Software Assurance.
(ii) Online Services eligible for an Extended Term. For Online Services identified as eligible
for an Extended Term in the Product Terms, the following options are available at the end
of the Enrollment initial or renewal term.
1) Extended Term. Licenses for Online Services will automatically expire in accordance
with the terms of the Enrollment. An extended term feature that allows Online Services
to continue month -to -month ("Extended Term") is available. During the Extended
Term, Online Services will be invoiced monthly at the then -current published price as
of the Expiration Date plus a 3% administrative fee for up to one year. If Enrolled
Affiliate wants an Extended Term, Enrolled Affiliate must submit a request to Microsoft
at least 30 days prior to the Expiration Date.
2) Cancellation during Extended Term. At any "time during the first year of the
Extended Term, Enrolled Affiliate may terminate the l ,Xtended Term by submitting a
notice of cancellation to Microsoft for each Online Service. Thereafter, either party
may terminate the Extended Term by providing -the other with a notice of cancellation
for each Online Service. Cancellatioh will be effectivo'at the end of'th'e^month following
30 days after, Microsoft has received or issued: the notice.
(iii) Subscriiption •Licenses, and Online Services; not eligible for..a6 Extended. Term. If
Enrc)Q Affiliate elects not )o renew;`the Licenses will be cancelled and will terminate as
of the Expiration Date, Any;assoc,iated media mnust be'uninstalled and destroyed and
Enrolled Affiliate's Enterprise must discontinueuse. Microsoft may. request written
certification to verify corriplianee;
d. Termination for cause. Any termmatigh for cause: of this Enrollment WWI be subject to the
"Termination for cause" section of the Agreement. In addition-, it shall be a breach of this
Enrollment if Enrolled Affiliate or any 'Affiliate in the Enterprise that uses Government
Community_ Cloud Services fails to meet and maintain the conditions of membership in the
definition of Community.
q..1. Early termination. Any early termination of this Enrollment. will. be subject to the "Early
Termination" Section of the Enterprise Agreement.
For Subscription Licenses, in the event of a breach by Microsoft, or if Microsoft terminates an
Online Service for regulatory reasons, Microsoft will issue Reseller a credit for any amount paid
in advance for the period after termination.
6. Government Community Cloud.
a. Community requirements. If Enrolled Affiliate purchases Government Community Cloud
Services, Enrolled Affiliate certifies that it is a member of the Community and agrees to use
Government Community Cloud Services solely in its capacity as a member of the Community
and, for eligible Government Community Cloud Services, for the benefit of end users that are
members of the Community. Use of Government Community Cloud Services by an entity that
is not a member of the Community or to provide services to non -Community members is strictly
prohibited and could result in termination of Enrolled Affiliate's license(s) for Government
Community Cloud Services without notice. Enrolled Affiliate acknowledges that only
Community members may use Government Community Cloud Services.
b. All terms and conditions applicable to non -Government Community Cloud Services also apply
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to their corresponding Government Community Cloud Services, except as otherwise noted in
the Use Rights, Product Terms, and this Enrollment.
c. Enrolled Affiliate may not deploy or use Government Community Cloud Services and
corresponding non -Government Community Cloud Services in the same domain.
d. Use Rights for Government Community Cloud Services. For Government Community
Cloud Services, notwithstanding anything to the contrary in the Use Rights:
(i) Government Community Cloud Services will be offered only within the United States.
(ii) Additional European Terms, as set forth in the Use Rights, will not apply.
(iii) References to geographic areas in the'Use Rights with respect to the location of Customer
Data at rest, as set forth in the Use Rights, refer only to the United States.
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Enrollment Details
1. Enrolled Affiliate's Enterprise.
a. Identify which Agency Affiliates are included in the Enterprise. (Required) Enrolled Affiliate's
Enterprise must consist of entire offices, bureaus, agencies, departments or other entities of
Enrolled Affiliate, not partial offices, bureaus, agencies, or departments, or other partial entities.
Check only one box in this section. If no boxes are checked, Microsoft will deem the Enterprise
to include the Enrolled Affiliate only. If more than one box is checked, Microsoft will deem the
Enterprise to include the largest number of Affiliates:
® Enrolled Affiliate only
❑ Enrolled Affiliate and all Affiliates
❑ Enrolled Affiliate and the following Affiliate(s) (Only identify specific affiliates to be included
if fewer than all Affiliates are to be included in the Enterprise):
❑ Enrolled Affiliate and all Affiliates, with following Affiliate(s) excluded:
b. Please indicate whether the Enrolled Affiliate's Enterprise will include all new Affiliates acquired
after the start of this Enrollment: Exclude future Affiliates
2. Contact information.
Each party will notify the other in writing if any of the information in the following contact information page(s)
changes. The asterisks (*) indicate required fields. By providing contact information, Enrolled Affiliate
consents to its use for purposes of administering this Enrollment by Microsoft, its Affiliates, and other parties
that help administer this Enrollment. The personal information provided in connection with this Enrollment
will be used and protected in accordance with the privacy statement available at
hftps://www.microsoft.com/licensing/servicecenter.
a. Primary contact. This contact is the primary contact for the Enrollment from within Enrolled
Affiliate's Enterprise. This contact is also an Online Administrator for the Volume Licensing
Service Center and may grant online access to others. The primary contact will be the default
contact for all purposes unless separate contacts are identified for specific purposes
Name of entity (must be legal entity name)* City of Newport Beach
Contact name* First Michael Last Wojciechowski
Contact email address* mwojo@newportbeachca.gov
Street address* 3300 Newport Blvd.
City* Newport Beach
EA20201 EnrGov(US)SLG(ENG)(0ct2019)
Page 8 of 10
Document X20-10635
7-13
State* CA
Postal code* 92663-3816
(Please provide the zip + 4, e.g. xxxxx-xxxx)
Country* United States
Phone* 949-644-3088
Tax ID
* indicates required fields
b. Notices contact and Online Administrator. This contact (1) receives the contractual notices,
(2) is the Online Administrator for the Volume Licensing Service Center and may grant online
access to others, and (3) is authorized to order Reserved Licenses for eligible Online Servies,
including adding or reassigning Licenses and stepping -up prior to a true -up order.
® Same as primary contact (default if no information is provided below, even if the box is not
checked).
Contact name* First Last
Contact email address*
Street address*
City*
State*
Postal code* -
(Please provide the zip + 4, e.g. xxxxx-xxxx)
Country*
Phone*
Language preference.. Choose the language for notices English
ElThis contect is a third party (not the Enrolled Affiliate) Warning This contact receives
personally identifiable information. of thie.'0uetomer and its Affifl.Ates.
* indicates fequired"fields
c. Online Services Manager. This contact is authorized to manage t;he:Online Services ordered
under the Enrollment and (for applicable Onlin6 Services), to add or reassign Licenses and
step-up prior to a true -up order.
® Same as notices contact and Online Administrator (default, if no information is provided
below,,even if box is not checked)
Contact name": First Last
Contact email address*
Phone*
❑ This contact is from a third party organization (not the entity). Warning: This contact
receives personally identifiable information of the entity.
* indicates required fields
d. Reseller information. Reseller contact for this Enrollment is:
Reseller company name* Dell Inc.
Street address (PO boxes will not be accepted)* One Dell Way
City* Round Rock
State* TX
Postal code* 78682
Country* United States
Contact name* Government Contract Admin
Phone* 847-465-3700
Contact email address* US—MSWVL_Admin@Dell.com
* indicates required fields
EA20201 EnrGov(US)SLG(ENG)(0ct2019)
Page 9 of 10
Document X20-10635
7-14
By signing below, the Reseller identified above confirms that all information provided in this
Enrollment is correct.
Signature*
Printed name*
Printed title*
Date*
- indicates required Pelds
Changing a Reseller. If Microsoft or the. Reseller chooses to discontinue doing business with
each other, Enrolled Affiliate must choose a replacement Reseller. If Enrolled Affiliate or the
Reseller intends to terminate their relationship, the initiating party must notify Microsoft and the
other party using a form provided by Microsoft at least 90 days prior to the date on which the
change is to take effect.
e. If Enrolled Affiliate requires a separate contact for any of the following, attach the Supplemental
Contact Information form. Otherwise, the notices contact and Online Administrator remains
the default.
(i) Additional notices contact
(ii) Software Assurance manager
(iii) Subscriptions manager
(iv) Customer Support Manager (CSM) contact
3. Financing erlections.
Is a purchase under this` Enrollrnent being financed through MS Fri;ancing? Yes ®No.
If a purchase under this Enrollment is financed through MS Financing, and Enrolled Affiiliate phooses not to
finance any associated taxes, it must pay thesi takes, directly to. Microsoft:
EA20201 EnrGov(US)SLG(ENG)(0Ct2019)
Page 10 of 10
Document X20-10635
7-15
EMP Microsoft
Amendment to Contract Documents
Agreement Number
Volume Licensing
5-0000009829110A
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 Enrollment
Invoice for Quoted Price
Amendment ID M97
The price quoted to Enrolled Affiliate is a fixed price based on an estimated order submission date.
Microsoft will invoice Enrolled Affiliate based on this fixed price quote. If this order is submitted later
than the estimated order submission date, Enrolled Affiliate will be charged for net new Monthly
Subscriptions (including Online Services) for the period during which these services were not provided.
For Indirect models, Pricing to Enrolled Affiliate is agreed between Enrolled Affiliate and Enrolled
Affiliate's Reseller.
SKU Number
SKU Description
Existing Quantity
Incremental
quantities
AAD-34700
M365 G3 Unified FSA
365
GCC Sub Per User
0
AAD-34704
M365 G3 Unified FUSL
10
GCC Sub Per User
0
U4S-00007
0365 G1 GCC SU 0365
0
310
F3 Per User
P31LI-00001
Visio P2 GCC Sub Per
2
0
User
AAD-63092
M365 F3 Unified GCC
0
705
Sub Per User
DDJ-00001
Power BI Pro GCC Sub
2
0
Per User
NYH-00001
Teams AC with Dial Out
0
1080
US/CA GCC Sub Add -on
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.
This Amendment must be attached to a signature form to be valid.
Microsoft Internal Use Only:
AmencfinentApp v4.0
M 97
Page 1 of 2
7-16
(M97) EnrAme nd (Ind) (I nvoiceforQuotedPrice)( M97 g
ENG Jan2023 v2 IU .docx
AmendmentApp v4.0 M97 g
Page 2 of 2
7-17
Enterprise Enrollment Product Selection Form
Proposal ID
1299605.002
Language: English (United States)
Microsoft I Volume Licensing
Enrollment Number
Enrolled Affiliate's Enterprise Products and Enterprise Online Services summary for the initial order:
Profile
Qualified
Devices
Qualified Users
Device / User
Ratio
Enterprise Product Platform
CAL Lcensing Model
Enterprise
375
375
1 0
No
User Licenses
Products
Enterprise Quantity
Microsoft 365 Enterprise
M365 G3 GCC USL Unified
i0
M365 G3 GCC i~romSA Unified
365
Enrolled Affiliate's Product Quantities:
Price Group
1
2
3
4
Enterprise Products
Office Professional Plus + M365
Client Access License +
Client Access -Lice -rise
Win E3 + Win E5 +
Apps for Enterprise + Office 365
Office 365 (Plans E1. E3
+ Windows Intune +
Win VOA + Microsoft
(Plans E3 and L5) + Mlcrosoft
and E5) + Microsoft 365
EMS USL + Microsoft
365 Enterprise
365 Enterprise
Enterprise
365 Enterprise
Quantity
375
375
375
375
Enrolled Affiliate's Price Level:
Product offering ! Pool
Price Level
Enterprise Products and Enterprise online Services USLs: Unless otherwise indicated in associated contract
documents. Price level set using the highest quantity from Groups 1 through 4_
O
Additional Product Appfication Pool: Unless otherwise indicated in associated contract documents, Price level set using
quantity from Group 1.
D
Additional Product Server Pool: Unless otherwise indicated in associated contract documents, Price level set using the
highest quantity from Group 2 or 3_
O
Additional Product Systems Pool: Unless otherwise indicated in associated contract documents, Price level set using
quantity from Group 4
O
CTM
Page 1 of 2
MS Quote
7-18
Enterprise Enrollment Product Selection Form Microsoft I Volume Licensing
NOTES
Unless otherwise indicated in the associated contract documents, the price level for each Product offering I pool is set as described above, based
Upon the quantity to price level mapping below:
Quantity of Licenses and Software Assurance
Price Level
2,399 and below
A
2,400 to 5,999
g
6,000 to 14,999
C
15,000 and above
p
Note 1: Enterprise Online Services may not be available in all locations. Please see the Product List for a list of locations where these may be
purchased
Note 2: If Enrolled Affiliate does not order an Enterprise Product or Enterprise Online Service associated with an applicable Product pool, the price
level for Additional Products in the same pool will be price level "A" throughout the term of the Enrollment. Refer to the Qualifying Government Entity
Addendum pricing provision for more details on price leveling,
CTM
Page 2 of 2
MS Quote
7-19
ATTACHMENT B
COUNTY 01' RIVERSIDE
AMENDMENT NO. I TO THE LICENSING SOLUTION PROVIDER AGREEMENT
W ITI l
Dell Marketing I_.,P.
Original Contract Term: 11/01/2019 through 10/31/2021
Original Contract ID: PSA-0001524
Effective Date of Amendment: 04/01 /2.020
Original Annual Maximum Contract Arnotint: $0
Amended Annual Maximum Contract Amount: $0
This AMENDMENT NO. I TO THE IJCENSING SOLUTION PROVIDER AGREEMENT with
Dell Marketing 1,,P. ("first Amendment"), dated as of 01 Apri1 2020, is entered into by and between the
County of Riverside ("COUNTY"), a political subdivision of the State of California. and Dell Marketing
I-P. ("CONTRACTOR"), a Texas corporation, sometimes collectively referred to as the "Parties".
RECITALS
WHEREAS, COUNTY and Microsoft Corporation ("Microsoft") have entered into that certain
Microsoft Enterprise Agreement (Master Agreenent No. 8084445; the "Master Agreement"), effective
August 23, 2019, under which COUNTY has the ability to enter into one or more enrollments to order
certain Microsoft product licenses;
WHEREAS, CONTRACTOR and COUNTY entered into the aforementioned Licensing Solution
Provider Agreement Number PSA-0001524 (the "Agreement") to provide support services to COUNTY
and its Enrolled Affiliates (as defined in the Master Agreement) for said licenses; and
WHEREAS, COUNTY and CONTRACTOR now desire to anlcrld the Agreeiricnt for the: first time
to extend the period of performance of the Agreement.
NOW, THEREFORE, for good and valuable consideration the receipt and adequaCy of which is
hereby acknowledged. the Parties agree as follows:
I, The above recitals are true and correct, and are incorporated herein by reference.
2. Section 4 of the Agreement is hereby deleted in its entirety and replaced with the following:
"'Phis Agreement shall be effective From November I, 2019 through October 31, 2024, unless
terminated earlier (the "Term").'
1 Section 9 of the Agreement is hereby deleted in its entirety and replaced with the following:
"Usage Reporting: CONTRACTOR will provide to COUNTY the Licensed Support Provider
(LSP) Reporting of Active Enrollments to Master Microsoft Enterprise Agreement No. 9084445,
Select Plus Agreement No. 7756479. Microsoft Premier, Unified, and MCS Support services,
showing a list of enrollments by December 15th of each year. Forms shall be submitted
electronically to Master-NlicrosoliAdmin(rrivcc).oi-g. A copy of the Farm is attached hereto as
Exhibit D and incorporated herein by reference.,"
4. Capitalized Terms/Amendinent to Prevail. Unicss defined herein of the Context requires otherwise,
all capitalized terms herein shall have the meaning defined in the Agreement, as heretofore
BOS agenda ##3.16 Approved 22 Ociaber 2019
Form #116.311 Revision hate-. 0111312016
R017 3450 14'r Street, Riverside. CA 92501
7-20
(.'(.)t)N'i'Y OF RfVla:lt51DI-':
ANICNDIvIEN`!"NO. 11'C)'1"IEt; [,IC'[iNSfNC; fiC)I..trno N PROVIDER AG]IF:l:lwll NIT
W1,111
Dell Marketing, L,.P,
a111cnticcl. 'I'lie pI1M.Kiol1S of this fir:it Amendnlclll :;11n11 prevail twer ugly inc,msimenc%, or
W1111icting l) ovisions of the Agi-ecnlcnt, as herctorbre 11111cndwd, t111c1 shall tcktl)I11Cmt nt 111c
remaining provisions thureol.
�. 1Fliscc I#lne�ltls. Except 8s amended or niodlliccl hurvin, all the terms of the Agruernent shall
remain in I'uil fierce 111cf etfcct and shall apply wilt the salve Come :111d dllecl. 'I•imc k or the
c-swilcc in Liis First Aniondrnent and the Agr(!emimt rend c11c11 and all of their m4pective
provisions. Subjce( to 111e prxlvit~ions all' (lie Agrocnlcni as to assignnlr~111. (lie A;r�# nieltis.
ctlntlilions and1lrovisions liveill c(11111iilled shall appl}+ to :1111d hind (Ile 116M. exccutorti.
administrattll'-% successovs 1u1C1 assi&11.� A' thc! 11a1-1il''4 IleNto, It' ally provisions 411' llliy First
Anlcildnicni or the Agruenikrnt shall be tictermined 10 tic illegal ur unenlorccable, such
(fete I-Illilint ioll shall not 1117cct anjr olhcr provision of [he Agreement and all SUCh olllel' t3resvisians
sh1111 re,n:llll ill 11111 1101Y:e arlcl language is t111 13t111s nl the Agreemcm shnil he eom hued
accorklirig lu its nor'imil aild usual Me-Mlillg Ind nol strictly fnr or against cilher COUNTY or
COWRAC'TOR.
fix. F2k i�rc Datc. 'Hits first Amelldnlcnl simll not lie Wilding or constimmated until its a1proval by
(lie Riversidc County lionl'd ut'SLIpervlsors and I'tllly exoc tlted by the Pin -tic,".
IN WITNESS WHEREOF, the PrlrticS IM-CLO tlavt; UMNSCkl tllcir tlufy 4111010ri?t:cl ret>r4sgntntix+rti
to exectliv this I-ir;M Anlendnicni.
COUNTY OF RIVERS1D>E;, a political
,Mbdivkion 1` ` Swie tlf C i1 'Itxnicl
By.
Richard R. IA.ii
Senior Procurement C'ontriler specialist
Duted: _V./uz 20 20 -
APPROW'D AS'1'0 FORM'
(argtury P- Priamoi
Cutlivy Ccrtrnscl
SLIU1111a CA
DUI)My Ctl►Intl' C'uuM I
BOS alVendn IM l6 Approved 22 Oclawer 2U 1 V
Fiji n11l110-311 Revision Dale: 0 1/13120 16
Dell Marketing L.P- tl l*exas corpllntlkill
Amanda L. Mudson
C1 mr.10ti
RCl7 :1,150 1,11` Sere[ 1. t�iaurSiUo, CA 112601
7-21
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, ("COLTNTY").
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 Indernnitees) from any liability, action, claim or damage
Page 1 of 11
OCT 2 2 2019 ';j. ( V
7-22
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 Indemnitecs 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 atutual 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
MasterMicrosoftAdii-tin@rivco.org. 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
7-23
12.
13.
Licensing Solution Provider Agreement Number PSA-0001524
amount of $300K, divisible by three years will result in an LSP Participation Fee of $500 annually
(100K*.5°/4). 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 78692
COUNTY Secondary Contact:
Rick Hai
2980 Washington Street
Riverside, CA 92504
11.1 Should Contract Management contact information change, the CONTRACTOR shall provide
written notice with the updated information to the COUNTY no later than 10 business days after
the change.
Termination:
12.1 COUNTY may terminate this Agreement without cause upon thirty (30) days written notice served
upon the CONTRACTOR stating the extent and effective date of termination.
12.2 COUNTY may, upon five (5) days written notice terminate this Agreement for CONTRACTOR's
default, if CONTRACTOR refuses or fails to comply with the terns of this Agreement or fails to
make progress that may endanger performance and does not immediately cure such failure. hi 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 acenred prior to
the date of termination) upon dishonesty or a willful or material breach of this Agreement by
CONTRACTOR; or in the event of CONTRACTOR's unwillingness or inability for any reason
whatsoever to perform the terms of this Agreement.
Conduct of Contractor:
13.1 The CONTRACTOR covenants that it presently has no interest, including, but not limited to, other
projects or contracts, and shall not acquire any such interest, direct or indirect, which would
Page 3 of 11
7-24
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. 51324 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
7-25
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
!-.I
rev n Jeffries, Chairman
Board of Supervisors
Dated: OCT 2 2 2019
ATTEST:
Kecia Harper
Cleric of the Board r-
By:
Deputy
APPROVED AS TO FORM:
Gregory P. Priamos
County Counsel
By:
Susanna Oh, eputy County Counsel
Dell Marketing L.P., a Texas corporation
By: 11
Alisson H rington
Senior Commercial Co nseI
Dated:�C�i���.,��
Page 5 of 11-
i1r-f 6� e� ?aI�� ' j (.''
r.
7-26
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
-0.56
Security E3 and E5, Office 365 Enterprise E1 or E3, Windows 10
Minus 2%
Enterprise E3 or E5.
2
Enterprise Products Office 365 Pro Plus, Windows 10 Enterprise,
Level D
-0.43
Core CAL Suite, Enterprise CAL Suite.
Additional Products M365 Fl, 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
S
Microsoft Consulting Services
2.00
Page 6 of 11
7-27
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 Anal ties
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 Recover
Yes
$425
9
Windows Server on Azure
Yes
$425
10
Security & Management
Yes
$425
11
Datacenter Migration
Yes
$425
Page 7 of 11
7-28
Licensing Solution Provider Agreement Number PSA-0001524
Exhibit B (cont.)
License Support Provider (LSP) service rates
Line
Description
Certified
Competency
(Yes/No)
Hour#y Rate
Modern Workplace
1
User Adoption & Change Management
Yes
$425
2
Security
Yes
$425
3
GDPR & Compliance
Yes
$425
4
Teamwork
Yes
$425
5
Calling & Meetings
Yes
$425
6
Modern Desktop
Yes
$425
7
Office 365 Migration Assistance
Yes
$425
7a
Mail
Yes
$425
7b
Teams
Yes
$425
7c
SharePoint
Yes
$425
7d
OneDrive
Yes
$425
Page 8 of 11
7-29
Licensing Solution Provider Agreement Number PSA-0001524
Exhibit C
Microsoft LISP Participation Form
RCIT
111.1 SY 1' k+
Microsoft LSP Participation Fong
(RFQ 0PJVCO-2020.RrQ-000 04& Attachment a)
Complete lttie farm and return to Payment should be made to
Rr4*rs-ja Crr,rrty trforrnst,c<r Terlt�lopy
Attenitcrrt. Rock Hat 3460 141t, -�Ireet Fourth F1oar
£-malls &Je2jnN2jqDj €irueriode CA 915-01
Coo, rir•,rtR,wr-,Ao TIti
Ccmpsry Name 1;OlMal6el.r a Lf
flar*4 Stake Decker Title Froppial V#na9r'
Addre-1s One j ti'Vto
Cary n aa-rz -3Sk Zip Code 78682
F9x #-r.�a
EmwO 5tao+e £:ckstla er :ar
TFe CcLrty of RirerSlde G tt•e Host of the Rt,vosoft Faster Agreerner+t No a_L^314?45 0 owmehors regar,dinj;
tRe prrrduct5 -and I cen5irlg should be directed to h1 :rasafl
Ey i-inira Wr—vr I am agreewp to pay the participation feria for es�-h enrO em that Is eslablisF-ed by
lekrarap-og the iourty of Rive:sice 141a5ter Aereen•ent +r acceicarca to tJ+a s0,ed0e referenced on RFC
;0;9IVC0-2020-RrQ-OCrD 49 srd any s;stbsequenl cootrs,-ts and +er amerdments
By s+gr�rg tehaw ! stso agree that all errOments will be stbm4"d to l.1,n;rcscft drre_t to repxl enrcument
aC:tivity ar.d comply to the payment sthedLla per RFC tlRt','C�-2t1�L'•RFC-CGaLk'.48 13 R.rars'de Cot,nty
{n!csrnet+c-nTechrIc egi
F*&s* refar*rca tha riemitloro® information ahcve for v"fQ to seno :ta pa}trssrt Fa+lure to comply may
resvh n the a.sarcl b21r:g resdrided
September 19, 2019
5,pnatyre Date
5tacle Becke► Proposa+ Manager
rleted t sme Title
Page 9 of 11
7-30
Licensing Solution Provider Agreement Number PSA-0001524
Exhibit D
Microsoft LSP Reporting of Active Enrollments Form
LSP Name
Company name
RIVCO
Contract ID
RIVCQ-20800-00.r xx/xx
Microsoft
Agreement
Numbers
p1E69533, u3E73134, AND
NEW
Master
Enrollment
Enrollmen
t Number;
Enrollment
Entity:
Start
Date:
End
Date:
Annual Spend
Enrollment
Contact:
Enrollment Contact
Email:
Enrollment
Contact7el:
8084445
87654321
Riverside
Caurrty
Information
Iechoology
1/01/1
2
1213111
6
$645,000.00
John Doe
Juhn-Doe@riverside.or
951-555-1212
Page 10 of 11
7-31
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
7-32
Microsoft Document Headersheet
This is for informational purposes only `
SS#:
(MSLI 5-0000004275 258
(M
Tracking
Number)
Doc `hype: Signature Form
i
Do not modify the formatting or spacing of this Form above this text
fSubsidiary; Account Manager Name / Alias:
Country; United States
LAR/LAD/BSA:
Insight Direct USA, Inc.
Program/Version
EA 6 2016
ACCOUNT: County of Riverside
Outsourcer Name:
Business Agreement Number:
Master Agreement Number: 8084445
Agreement Number:
Purchase Order Number
Comments.
8/23/2019 9:42:56 PM
(Scanning Code)
7-33
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Nolc: Enier the appiicable. Active numbers -m.-mcm,ited with Itie docunicnts hctnty. Microsoft rcgiluv.!.
the assaciale(I aCtiva nLIML)z btu indicated her?. of listed below as new
For the purposes of this form, 'CuslorneC can mean the Shining entity, Enrolled Affiiiate,
Govorn merit Nitnal, Im iti Rion, or nlhnr party entering into n Valllmo lirr-nsing program agraamom
This slcln�ilrne form and all canfracl elocunments Identified in the fatale Below are entered into bemv -en
the CAMIC)MOr and tha fvlicrnsoll Affili ite signing, pis of the effcctive data identifird below.
Enleip-dS; Agreernenl
X20-10200
-�CbooSe. ATer:Inenl=
❑ocumenl Number or Code
<Clioaso AgroCmr--nt- _
DOCumenl Number Or Corle
<Choose Rgreemenl? _ •_�___�.r _
<Choose Aoreemenl: �
<Choose EnURro11;11eriegistrallull
Number or Code
_Docllnierll
DOCllrllenf`l ua)ber or Code
Docurnenl I�uniUer ul'Cocle
<Cl mose Erii'ullrnentiRe istraliunt,
Document Mi mber or Code
<Choose EnrollmenURegistralion>
Dorum_ent Number or Code
<Choose Crirc llmeiIURe msWlion>
Document NUMI-Iar or Code
<Choose E{irollmenl/Renislralio_n>
Amenclrnl.nt Io Contract Documenls v
C?Ocumenl Nnrnher or Code
CThI CPT•OPT FtPJK ne'.v)
By signing below, C"uslomer and the Nliciosofl Arliliate agree lhot bolls parties (1) 11aVe rccr:ived, rcarf
and understand ilia above conlrael durul'nenls, including any websiles or documents incorporated by
reference and any amendments, and (21 agree to be botmd by the Ierins of all such documonls.
Name of Entity (m t b le I e pity nanw)• Couily of Rivei'side
Signature -
Printed First and Last Name' RI. (--i t'`d t t
Printed Title 5 r_ ��raec�re►vt-E w [ol'1TYnr�
Signature Date'
Tax ID
hpfir, wns- mgrrfrerj
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Prc�ran isi�rlltl-a�rn({r1SS�yn;+hlA,Lt�IArrJE tH I{+4.rw1LI;.EFh� iIliulj�� � l �I'i
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7-34
t
Microsoft Corporation
Signature `
Printed First and Last Name
I
Printed Title
Signature Date
04IC rvtu."Lttoll A1fd1NL- Cr IICas1; isi
Agreement Effective Date
I
fl:l�yh c'NPrA11' Ulan IaLc��u'ts 3�n�!�Y'L Jdre•}
' �{ �D �j
Optional 21d Cllstumpr signalure or Outsomrer
signalura (if applicable]
Name of Entity (must be legal ertlily name'
signature"
Printed First and Last Name'
Printed Title
Signature Dale'
ir7rlir.:rler rvnrrirAri 1iPkl —
Name of Entity (olust he legal entity rlame)"
Signature"
Prii4nd First and Last Name'
, r
Printed Title
Signature Date"
11 mic
soft
---(law ---
Microsoft Cote
rattan
AUG 2 3
2.019
Chance
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n behalf of
Duly Authorized
Mletosoft Co
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lrrrfrcale ,5 r'eglrrreN fieftl I
It CUstonier requires pttyslcal media, additional contar.ls, or is reparlmy multiple pseviuus Errlulliner*,,
inc-liido the approprialr' form(Si with thus sigrialure fat for
After this Signature fOrrii is signed by IN, Crlslnrner, send it stnd Iha COrIV3Lt Do1�llnr(2+ils to Custor'lrer's
(Jumnel panther Ur' NAICIOSOft )OCOUI)t manatler. who must stilimil lhenl lu thn fitlowing addross- Wlir.n
the signature form is fully executed by Nlicrosofl, Gw{ mmer will rer-eive a conflrrnakon Copy
Microsoff Corporation
Dept 551, Volume Licen3inp
6100 Nell Road, Suite 2i0
Rpm). P3eU_IdLi 50511.1 1V
USA
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7-35
I
I
Microsoft Document Headersheet
4 This is for informational purposes only `
I
I
M5E#: (MSLI 5-0000004�75 258
Tracking
Number)
Doc Type: Agreement
Do not modify the formatting or spacing of this Form above this text
Subsidiary: Account Manager Name 1 Alias:
Country: United States
LARlLAD/ESA:
I
Insight Direct USA, Inc.
ProgramNersion
EA 6 2016
ACCOUNT: County of Riverside
Outsourcer Name:
Business Agreement Number
I
Master Agreement Number: 8084445
Agreement Number:
Purchase Order Number -
Comments:
i
812W2099 9:42:31 PM
(Scanning Code)
7-36
Enterprise Agreement State and Local
Nol I'll 1 Is(- veil t:,1ir,ICl,uiI nusll i SS r fleenlo4 u. h4i.-'.InsnlI nuainei,N re; S 5rlvis:rti i+urrr.+neuI
This rAircrosotl Lnterprise. Agreenlenl ("Agreelller t") is enterer) into between the entities identified on the
signature form I
Effective date, Ttle effective dale of 4us Acdreenlent is the earliest elfective date of any Enrollment enterect
Into under this Agreement or the date hAcroso(t accepts this Agreement, whichever is earlier
This Agn-ernerit consists of (1) these Ajreement terms arid conditions, includsrig any a inendments and the
signallwe tarm and all allachmenls identified therein, (2) the Product Terms applicable to Products licensed
under this Agreetnent, (3) the Online cervices Terms, (4) any Affiliate Enrollment enleled into under tills
Agreement, and (5) any order submiltod under this Aprccnienl.
Please note; Documents referenced in tNs Agreement but riot attach yd to the signature form play be found
Fit +tilt �.11vrNr� inicrasoft.coin111consin2conlrar is and are incorporated in this Agreement try reference,
iitclucling the PlOdUct Terns and Uae Bights. 'these documents m6y contain additional torms and
conditions for Prorluc.is licenser) under this Agieerneni and may be changed from tirne to time Customer
should review such dorrtlnlents Carefully, both Ent the time of signing arlcl perodic ally there;rfter, and fully
Uluterstand all terms and conditions applicable to PTOCIuCIS licensed
Terms and Conditions
1. Definitions.
Affiliate" means
4vlth regard to Custanlef.
I
(1) any governillent agency, depaitinent, office, instrtllnelltality, diVi9lOn, rn6it OF other entity of
Ilse slate or local govemnient that is supervised by ar is pact of Cusloine€. Oi vihich
supervises Customer or of which Customer is a part nr which is trntler common , upeivision
a ilh Customer;
(ii) any county, borough, cornnionwealth, city, nluriicrpellty, 10M. tawnship, special purpose .
district, or other similar type et governmental Instrumentality established by the laws of
Customer's state and located vQitllilt Customers state jurisdiction and geographic
boundaries. and
(iii) any other eltlity ire Customer's slate expressly authorized by the laws of Customers stale
10 putc;hase undel slate contracts; provided that a slate and Its Afflliates shall not, for
purl)osas of this definition be consrclered In be Affiliates of the federal goverivnenl and its
Affiliates, and
b. with regard to Microsofl, any lergal Polity that Microsoft owns. that o+.vns Microsofl, or that is
under common ownership with Microsoft,
'Ctlslen1er' means the legal entity that has entered into this Agreement with Microsoft
"Cuslolrler Data" means all data, including all te''d, sound, sofl%+jare, image, or video fifes ilia( are provided
to Microsoft by, or on behalf of, an Enrolled Affiliate and its Affiliates through use of Online Seivrces_
"clay" rnearis a calendar day, except for references that specify 'business day"
"Enrolled Affiliate- means ill eolity, edlu?r C.ilstomer c+€ any ogle of Customer's Affiliates that has entered
into an Enrollment under this Agreement
1J%201 Are<p(IS) NIA!(!: h UI(rlwv2rrrri} P-.Klr: I or I I
I IJr�t]11111CnI X2lj,W2rAl
1 7-37
"Enrollmenl' mean, the dor uinenl that at) Eniolled Affiliate Submits Under this Acgreemevit to place ordUU s
for PCOOLIcls
Enterprise" means an Enrolled Affiliate and the Affiliates for whb,h it is responsible sand chooses on ils
Entailment to include in its enterpm5e.
I
Fixes' meads Product fixes, niodifirations or enhcinGcrnems, or their- jerivahves, that Microsoft either
releases generally isuch as Product yen;ice'pacxs1 ❑r provides to Cuslomer to address a specific; issue.
"License" means the right to download, nstall, azces5 and use a I'rod(ict. For certain Products a License
inay be available on a fixed tend or subscription basis ("Stibscril)llon License"}, Licenses for' Online
Servw.ec; will be cort6idered Subscription Licenses
-Nlicrosoft" means the Microsoft Affili:ilc That has k-nh,red inlo this AgtePnienl or ai} Enrollment and its
Affiliates, ais aFipropriate
I
OnfinP SeFvsces' means the MiGnosoft- hoslr I servk:es ideulifie(I as Cinline Services in the Produce. Terms
"Unfine Services Terrns' means the additional terms that apply to C:ustomPr's us(', of Online Services
ptiblishv:l on the VOILInic licensing Site and'updaled front ln)e to lime
"Product' mean;, 111 prOdUcls 1donhfied in the ProdluCt Terms, such ns all Software, Online Services an[t
other tve4-based services, including pre-release or beta versions.
"Product Terms" nicans the doct,rmerll That provides information about Microsoft Products and Professional
Services available through volume licensing The Product Terrns rlper,Irrtent is PUblished on the VOItin1E
Licensing Site and is updated from time to lime
"SLA" means Sr rvrce Level Agreement, which spi rcifies the rninimutr sK- vice level for Online Services and
is published on the Volume Licensing Site.
"Software` 111eD S liGerrSPCI crnp195 of MICIasdit soft -mare identified on the Product Terrns. Sditwariv- doors ool
naclude Orillne Services, but Software may he part of an Online Service
"Softi,vare Assurance" is an offering 1sy Microsoft that provides near version rights and other benefits for
Procltrcls as further deacrit;ad in the Producl Terms.
'Trade Secret" means information thF,t is not generally known or readily aseertairiahle to the public, has
ecartomrc Value a); a result, and has been suhiecl to reasonable steps under the cir6um5tance5 to maintain
its secrecy, f
.,use" of 'run" means fo copy, install. use, Eaci ceSs, display, fun or otherwise Interact
'Usa Riglits' rneans the use rights of terms of service for each Pioduct published on the Volutne Licensing
Site and updated from lime to time The Use Rights supersede the ternis of any end user license agree nenl
that accompanies a ProducZ. The Lise Rights for Software are published by Microsoft in the Pi ocLict Terms
The Use Rights for Online Services are published in the Online Services Terms.
"Volume Licr nsing Site" means h11 !'wtr;r_i cosofLCUITI)11cELI sincUlcanlrach of a successor site
2. How the Enterprise program works.
e. General. The Enterprise prorgrarn consists of the leinis acid conditions on which an Enrolled
Affiliate way aciluiie Pioducl Licenses Under the Enterpnse prorgrom, Customer and its
Affiliates rnly order Licortses foi 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 Enreilumerits Notwithstanding any other provision of this Agreement, only
Enrolled Affiliates identified In an Enrollment will lie responsible for complying +,vilh the teens
of Ihrat Enrollnionl, includin the terms of this Agreement incorporated by reference in M-at
Enrokiiunt
1=r6713ttC(I: reslcnl„vr�i;tht
P;r;µo z of i I
L 01AH1u•nt 00-167611
7-38
c. Licenses. The types of Licenses available are (1) Licenses ohtnl ncA under 5oft,,vaie
Assurance (L&SA), and (2) Suhsrription Ll wiise5 These Llrongv types, as well as adddlonal
License Types, are furlhcr described in the Product List,
3, Licenses for Products.
a. License Grant. Microsofl grants the Enterprise a nnn-exCfusive, wclrld wide and limited nght
to do;nlload, install and Use software Products and to access and use the Online Services
each in the quantity of derefl under an Enrollment The rights grained ale subject to the terms
of this Agreement, the Use, Rights anal [lie Product Terms. Microsoft reserves all rights not
expressly granted in Ibis Anreerfrent
b, Duration of Licenses. Subscription Lirenses and most Software Assurance rlghl7 are
telipor'aq and expire when the applirable Enlollnient is terminated or expires, unless lire
Enrolled Affiliate exercises a buy-aut option, which is available for some SUbsciiplion Licenses
Except as olheiwise noted Ire the applicahlt4 Dirollmenl or Llse Rigtlls, W other Licenset;
become perpetual only rMien all payments for that License have been made anrf the initial
Enrollrnenl tern has expired
c Aliplicahle Use Bights.
(i) Products (older than Online Sep vices) The Use Ritlhts in effect on the effective elate of
Hie applicable Enrollment term +,Sill apply to Enterprise's use of the version of each Product
that is current at the time For future versions and new Products. the 1-1sP Bights in effect
when 111osE versions and ProCILlcls are first releised will apply Changes Microsoft makes
to the Use Rights for a paihculaf version will not apply unless the Enrollee! Affiliate chooses
to have (hose changes apply The Use Rights applicable- to perpelual Licenses Ih if were
ac(juilcd tinder a previous agreeineil[ of Enrollment are vetelndned by the Aq(eelnent of
Enrollment under which they were acquired Renewal of Software Assurance sloes not
change w Kch Use Rights apply to those Licenses
(11) Ontfne Services For Online Services, the Use Rights in effect an the subscriplion start
pate will apply for the subscription term as defined in the PrindLICI Terms
Downgrade rights. Enrolled Affiliate relay use �111 earlier VersiQlr of a Product other than C}nllne
Services than the version that is current on the effective date of the Cnrollment. For Licenses
acquires) in the current Enrollrneilt tenii, hie Use Rights for the current versi011'1 apfrly to the LISP -
of the ea,lei version If the earlier Product version inctudes fenlnies that are not in the nep)
veisioo, then the Ilse Rights applicable to the earlrer veisron apply with respect to those
features.
e_ New Version Rights under Software Assurance Enrolled Affiliate must order and: niaurlaul
crntnluorls Software Assurance' coverage for each License ordered With Soflware Assurance
coverage, Enterprise autolnalically nas the right to use a nevi version of a licensed Product as
soon as it is released, even if Emolleci Affiliate chooses no[ to use the new version immediately
(1) Except as otherwise permitted under in Enrallment, use of the new version will he sutsject
to the new version's Use Rights
(ii) If the License for the earlier version of the Prvdurt is perpetual at the brie the r)t-M vergion
is released, the License for the new version will also be perpetual Perpetual Licenses
obtained through Snfl-,,are Assurance (eplaca_ any perpetual I_iCran5[5 for the earlier
version.
f• License confirmation. This Agreement. IYle applicable Enrollment Enrolled Affiliate's order
confirmation, and any docomenlaticn evidencing transfers of perpelual Licenses•, touetlier with
proof of payment, will be Enrolled Affiliate's ovidence of all Licenses otllnined Linder rin
Enrollment
EAZOIOArjf15, ram. 3 nl i I
I.+��tirur_rit X'M-1rJAJU
7-39
q, Reorganizations, cansoIldatIons and privatizations. If the nurnberof Lwerst S covered by
an Enrollment changes by more than len liercent as a result of (1) a reorpamzation,
cnnsolidntit;)ri or pri.,afizatiori of an entity or an operating division (2) a privatizatlon of an
Affiliate or an opeialing divisirw of Enrolled Alfilialu of any cif its Aff liates, oi- (3) a consohda0mi
Includiog a ineigei with a third party that has an existing agreement or Enrollment. ftikrosoft
will work wilh Eiir'olled Aff,kitr: in grand failli to elPtermirie how to nncommociate its changpd
circurnst_inces in the context of This Agreenient
I
4. Making copies of Products and re -imaging rights.
a. General, Enrolled Affili-We tnay tna(e as many copies of ProdUt 15, as it needs to CllstrJbute
then) within the Enterprise. Copies mutt be IWO and romploe (irnclncling Copiyrighli and
trademark nolices) from master copies ciblairted from a Microsoft approved fulfillment source
Enrolled Affiliate May use a third party to niai,e these ropies, but Enrolled Affiliate agrees it will
be responsible fear any third party's actions. Enrolled Affiliate agrees to make i'vasorlabte efforts
to notify its employees, agents, and any other indW(ILMIS Who use the Pr0(IL1CI5 that the
PrO(ILIcls are licensed from Microsofl an(] subject to the terms of lhJy Agreonient.
b. Copies for traininglevaltiation and back-np, For rill Products other than Online Services,
Enrolled Affiliate may ( I I rase up to 20 complimentary copies of any licensed Product in a
dedicated training facility on Its promises for purposes of training on that paiticular Prodncl, (2)
use up 10 10 complimentary copies of any Products fora Gil) -day evaluatinn period, Ind (3) use
one complimentary copy of ony licensee Product for back-up or archival purposes for each of
its distinct ;lecqraphir, locations, Trials for !online Services may he available if specified in ilia
Use Rights
r, Right to re-irnagv, In certain Cases. re-imagiog is p'.ermillad using the Prodiiel media If the
klicrosolt Product is licensed (1) from an original equipment manLJfactuler (OEM), (2) as a full
packaged Product through a retail source- or f3) under another Kc.rosoft program, then medj;)
prnvvieci under this Agreemenl'may gii ally be used to create images for use in fjlace of
cal,ies provided thfoLigh that separate source. This right is Pondilinrlal upon the following,
(i) Separate Licenses must be acquired from the separate source for each PfOduct that is rr-.-
Irnaged
(if) The Product, language version, and components of the copies inade inusl be trfenhcaf to
the Product, Ianguage, version, and all comporienls of the copies they replat;e and the
number of copes or instances of the re-ntr3ged ProdLict permitted remains the seine
(iii) Except for copies of an operating system and copies of Pioducts licenser] cinder another
Microsoft program, the Product type (e cl Upgrade or full Llcense) re -imaged must he
idenhcal to the Prociuct type licensed from the separala source
(iv) Enrolled Affiliate rout -A adhere to tiny PiodLICI-spAc1f1C processor or requirements for re -
imaging identified in the Prodncl Tornis,
Re-imngecl Products remain subject to the terms and use rights of the License acquired from
the separate source This subsection [toes not create or exlend arty Miciosoft wairanly or
support 017111g3t)0n
a. Transferring and reassigning Licenses_
license trarrsfers license Iransfers are not permitted, eycept that Custo mw or an enrolled
Affiliate may iransfer only ftJlly-p,,iid perpetual i_icenses try;
(i) an Affi ial?, or
(fi) a third party solely u7 Ct?=Inet.tmri wilh the transfer of haFdviare of eiriptoyees to whom the
Licenses have been assigned as pLulof (A) a piivalization of an Arriliaie or agency or of an
L•.r\21t IF,� inert IFa lwl�lii l=l i �s(tJnv2Cl I tij
Page •1 qr I 1
LJcl�luiici,i 1('1Lr.lU'1CiJ
7-40
operating division of Enrolled Affiliate or an Affiliate (b) a reafganyzatlon or (CI
consolidation. I
Upon such transfer, C'LISiOrnel-'or Enrolled Affiliate must lrrilnstali anti dkC0IIlinlle using the
11(;0iisPd Product and render any cuples unusable
Natifiratiotl of I-ir:eose Trwisfer rriralled Affiliate iiiiirt notify Nlicinsoh of a License Ircansfer
by completing a license' transfer form, which can he obtained from
hlta 11vr1Arrr nlir resell_ccair?I:centiinojrnillrrlcl5 and sending Me coropleted form to Microsoft
before the Llcensa transfer, No License transfer will be valid unless Enralletl Affilrale piovrdes
to the transferee, and the transferee accepts in wilting, d0CLIn1P_WS suffieiLnt to eniihle the
transferee to a-5certdin the scope, �+urpase and Ilnlilations of the rights granted by Prlicrosofl
under the licenses being transferred (rncludingthe apiillcahle U.5P Rights, use and transfer
restncliow;, warranties and lirnilatioris of liability) Any License translei not made in compliance
wilh this serlion avill be void I
C. Internal Assignment of Licenses and Software Assllrance. Licenses and Soflwsire
Assurance niust he assigned to a single user or device willim the Enterprise Licenses and
SOIIINWe Assurance may be reassigned within the Enle~iprise pis described in the Use Rights
6. Team and termination,
a. Terris. The term or this Agreenent will be 36 ie_III calendar monliis irram the effective dale unless
terminated by elllier pady as described below Lac?) Enrollment will have the term provided in
that Enrollment
1). Termination Without caLtse. Either party may Iornimate this Agreement, without cause, upon
60 days' written oohce, In the e'venl of termination, new Enrollments will not he accepted, hilt
any existing Enrollment �rzill continue for the form of such Enrollment and will continue to be
govesnecl by ills Agreement
c. Mid-term lerrnloation for non- appropriation of FLnlcls. Enrolled Affiliate may terminate thin
Agreement or an Enrolimeril wilhout liability. penalty or limiter Ohligalion to make payments if
Hinds to make payments tinder the Agreement, or Emoltment are not appropriated cir allocated
by the Enrolled Affiliate for such purpose
d. Termination for cause. WIIhOLrt limiting any other remedies it may have, either party roay
terminate an Enrollment if the other party niatenally breaches its obligations under this
Agreement, irmkidiny any obligation to submit orders or pay invoices. Except where the breach
IS by it4 natLlle nc,1 curable within 30 days, the terminating Pady Iriusi give flip other party 30
clays' notice of Its intent to terminate and an opporlunily to cure the hreacli
If Nlicro5oft give* Stich liollc;e to an Enrolled Affiliate, N11Cr0sofi also Will giVe C.Llstomer a copy
of that notice and C:ustorrier agrees to help resolve the Neach. If the breach affects other
Enrollments and cannot be resolved between Microsoft and Enroll>d Affilrale, together with
Customer's help, within a reasonable period of time, Microsoft may terminate this Agrewnsent
and all Enrollments under it. If an Enrolled Affitiwe ceases to be Customer's Affiliate, it must
promplly notify Microsoft, and 6licrosoft may terminale tlin former Affiliate's Enrollmeni If an
Enrolled Affillalc terminates its tilrollment as a result of a breach by Microsail, or if Microsoft
terminates an Enrollment because Enrolled Affiliate ccasus to be Customer's Affiliate, [lien
Enrolled Affiliate will have the early termination rights clescribed in the Enrollment
e. Early termination. If (1) an Enrolled Affiliate terininales its Enrollment as a result of a breach
by Microsoft, or (21 It Microsoft terminates an Enrollment because the Enrolled Affiliate has
Ceased to be ;in Affiliate of Customer, or (a) Enrolled Affiliate terminates an Enrollment for non-
@ppropriation of funds, or (4) Nlit :rosoft leiininates an Enrollment for non-p�Iynlent due 10 norl-
approfiriation of funds then the Enrolled Affiliate will have the following oplions,
{I) It may ininiedistely pay the total remaining amount due, mchrding all In Lillinenls, in which
case, the Enrolled Affilu;tp will have perpoluat rights far all Licenses II has ordered, or
i
I
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7-41
f li) I I Inay pay only amounts due as of the tei minaIion date, in wNull case I he Enrolled Affiliate
vAll have plerpetrral Licenses for
'I) all copies of Proclucts (including the, latest version of Proclucts Ordered tinder SA
coverage in the current term) for J.vhich payment tins been rmade in full, and
2) the number Of copies of PIFQOUIS It ha. ordered (Including We latest version or
Products ordered under Software AsSLIr-ance coverage in current term) that is
proportional to the total of inslallrnent poynient5 poicl versus (otal. amounts due (paid
and payable) if the early termination had not occurred
(ill) In the case of early termination under subscription Enrollments, Enrolled Affiliate will I1ave
Pic following options: ,
'I) For eligible Proclucts, Elira'led Affiliate may obtain peipeltral Licenses as described in
the section of the Enrollment titled "Buy-out option," provided that Nlicrosofl recesves
the troy nl_Il order for these Licenses wilhin EU days after Enrollcd Affiliate provides
notice of lerminalion
2) In NO avert of a breach try Miciosoft, If Customer chooses r}et to eXelcise a buy-ol.lt
option, Microsoft will issire Enrolled Affllsit- a credit for any amount plaid in advance
for 5ubscriptroii Licenses that the Enterprise will not be able to use to do the
lcrniinatiort of the Enrollment.
I
Nolhing irr this section shall affect perpetual Un.ense right$ ar(lcrired wither in a sepaiale
agreement 01 in a prior term of the terniinated Enrollment.
If. Effect of termination or expiration. When an Enrollment expires or is terminated,
ti) Enrolled Amiiafe must order Licenses for all copies of Products it has run for which it has
fiol previoilsly sr,brmilted an larder Any and all unpaid payments for any order of any king
reI'll ain due and payable, Except as provided ifI the suhseclion titled T-ar'ly to- rriiinatinn," all
unpaid pa,.onents for Licenses immeclialely Become due and payable,
(n) Errolled Affil a(e's right to Software AsSL aI1Ce benefits under this Agfeeinent ends if it
does nol renew Software Assurance
Modification or termination of ,in OnitnE Service for rogulalory reasons. Microsoft may
mortify or te+minate an Online Service :,here ihere is any Current or future govenimerit
requirement or cihligotion that, it1) sUbiects I'lliCtOSoft to airs regulation Of rerluiremenl not
generally applicable to businesses operaling in ttic jurisdiction, (21 piri Sims to haidsi+ip for
Microsoft to continue operaling the Online Service without modification, ondlor (3) carrsys
Microsoft to hefieve these terms or the Online Service may cantlict with any such requirement
car obii<Ialion
Progralti updates, f0icrosok may make changes to tins program that will rnake it necessary
for Ctrs.lonier and its Enrolled Affitinies to Pntei into iiew agreemerlls and Enrollments at the
time of an Enrollment renewal
7. Use, ownership, rights, anId restrictions.
I
a. Proclucts. Unless otherwise specified it a supplen'rental agreement use of any Product Is
governed by Vic Use. Rights specific to early PI'OduCt and versmn ;and by the terns of the
applicable supplemental agreement.
b. Fixes. Each Fix is licensed under the same terms as the Product to which II applies If a Fix is
not provided for a specific ProdLiCt, arjy use rights Nlicrosoft piovides with the Fix will apply
c, felon -Microsoft software and technology, Enrolled Affiliate_ Is sololy responsible for any non -
Microsoft soflware or technology that It installs or uses mirth the Products or Fixes
I :.'�:111Ci:1Rll rUa19LGIL,`rGIINuv21) I
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7-42
d, Restrictions, F_nrollFd Affiliate m({st imt rand is not licensed to) (1) raverse engineer,
decrinipile, of disassemble any Product or Fix, (2) install or rise non-Micrusorl sofkvere nr
technology in any way that +mould s lhject Microsoft's intellectual property of technology to any
other license t.ernis, or (31 rvt r4, around any leChnic�i iimilations in a Product or Fix or
restrictions in Product doctln)Qnlation. CLI51C+iTier must not (arid 'as not licensed tot () separate
and Ion parts of a Product or Fix on inore than oire device, upgrade or dovingrade parts of a
Product or Fix at di;ferrnl timos, or transfer pails of a Pruducl or Fix separately: or (fi) distobute,
sublicense, rent, lease, lend any Products or Fixes in whole or in Dart, or rise theni to otfe-i
hosting services to a 111ird party.'
e. Reservatloo of rights. Produr,ts and Fixes aro protcecled by coppiglit aml other in(etlec(rlal
property rights laws and international treaties. N11crosoft reserves all rights not expressly
granted in this agreement, Nlo rights ,vill be glanled or iirpiiF d by waiver or estoppel Rights
to access or use Software on a device do not give Customer any right to implement Nlicrosoft
patents nr culler N1it:rrss:oft inlallcctual plopeity in the device itself or in any other software or
devices
8. Con fide ntiality.
"Confidential Information" is Inon-qubhc itifoiniation that is designated -confidential" orthat a reasonable
porsUn should lrr}(lf:rStlnd rs Wr{f dentol, including Customer Data Confidential Information does not
include information that fa) becomes publicly available without a breach of this agreement, (b) the
receiving party received lawfully from anolher source without a confidentiality obligation, (c) is
independently developed, or (d) is 0 c:antment or suggestion volunteered about the other paFit v`s
busine5s prodLICt5 or services.
t
Each part,/ will take reascioahle steps to protect the other's confidential Information and will use (lie other
pafty's Confidential Information only for purposes ni the parties' husiness relationship Neither party will
I that Confidential Information to third partie% except to its employewi. AffilO . , cr nlractors,
advisors and consultants (" Represen6lives") and then only on a need -to -know Basis under nondisclos+rre
obligations at leasl as prolective as this agreonient Each party remains responsible for the use of the
Confidential InhDnnation by its Repaesentatives and, in the event of discovery of any i1natitho6zed use or
disclosure, must psomplly notify the other ptzrty
A party may disclose the other's Confidential Information if required by law, but only after it notifies the
,Aher party jr legally perwissiole) to enat_+Ie the other party to seek a pr'oleclive DIElei
Neither party is re(jUrecl to restrict work assi'gnrrien(s of its Rep leserdalives who have had access to
Go,ifrdentiat Information Each party agrees that the use of information retained in Representatives'
unaided memories in the development or deployment of the parties' respective~ product; of Services does
not create liabilily under This Agreement or trade secret 1a:1, and each party agrees to limit what it
discloses to the other accordingly
These obligations apply (I) For Customer Data until It Is clelelpd ficiin the Onli+ie Sep ices, and (h) for ail
olher Confidential Information, for a period of five years after a party receives the Confidential Information
i
9. Privacy and compliance with laws.
a. Enrolted Af hlrate consenls to the processing or personal information by Iivllcrosoft and Its agents
to facilitale the subject rnatler of this Agreerne.nt Enrolled AMI ate will ohtain all inquired
consents frorn third i)aftles under apptical}le privacy and data protection lav: before providing
personal infonn;ltloYa 10 Microsort
b. Personal infonni.Zon collected under this agleeineial (j) fnc)y lie transferred, storr:d and
processed in the United Slates or any other country In which Microsolt or its servire providers
rniflntairi iac:ihtien And. (ii) will be subjecl to the privacy terms specified in the Use fights
Nlicrasoft will abide by the requlrerients of European Eairiemic Area and Swiss data protection
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1 7-43
law regarding the collection, use t anster, retention, and other plocessing of personal data
floin lhP Furope%in Er.rmr,rnlc Area and Switze.ilarid,
I
C. U.S, export. PrgdUCts and Fixes are subject to U S. export jurisdrebon. L"niolled Affihate n]Llst
comply with all applicable niternntlorai and nabnnal laws. rnclodlnrl the US Export
Administralioo Recdulafion5 and hitern;nllonal Traffic. In Alms Regulations, and end -user, end
use and dPslinalion restrictions issoe;l by U S- and other governmenis related to Microsoft
products, services and lecNicilogies.
10, Warranties.
a Limited warranties and rernerlies.
(i) Software. Microsoft Warr;arits that eacli version of the Software will perform sobslaotcally
as described in the applicable Product documentation fer one year from the date the
Enterprise Is first licensed ifor that version It it does not and the Enlerprse notifies
Microsoft within the warranty lean, Men Microsoft %rill it Its option (I) retuni the price
EJirolled Affiliate wild for the Software license, or (2) re -pair or replace thr, Sofilwale
00 pnlitie secvices I'Ar-rosott'Nar•ranls that each Online Service will perfoin) In accordance
with the apinccable SLA during the Ertlerprise's use, The Enterfprise`s I`enir?files for breach
of this warranty are In the SLA.
The remedies above are Ili& Enlerpiise's sole Iemedies fw preach of the warranties in this
section Customer waives any bleach Of tit nafity clainis not made during Itie warranty period
b. f_xOtisioris, The,,varranlies in this agreement do not zipply to prnblel]is Gauscd I,y aCcldnnt,
abuse, nr use in a manner inconsistent with this Agreement. including falll,ire to Ineet minimum
system recluirelnents. These Iwarionties dv not apply to free, trial, pre-release, or beta
products, or to roriiponenta of Products dial Fnrollod Affiliate is permitted to redistribute-
C. ❑isclaimer, Except for Ihe'lirnlled warranties above, Microsoft provides no other
warranties or condItlons alid disclaims any other express, implied, or statutory
warranties, Including warranties of (ltiality, title, non -infringement, merrhnntahilily, and
fitness for a INIHICular purpose.
91. Defense of third party clairns.
The palsies will defend each other against the third -party claims desciihed in this section and will pay the
annooril of any resulting adverse final itldgmerit or approved settlement, but only If the defending party is
promptly notified in �,vritinr) of the claim and has (lie right to control the defense and any setilemenl of it. The
party tieing defended niusl provide the defending party :with all requested assistance- Information, and
authority. The defending party Will reimburse Ihrr oilier patty fill' reasonable aut-of-pocket eXpenSO$ It inr:,urs
in providing assistance This section describes the parties' sole remedies and entire liahilily for such claims
I
a. By Microsoft. Microsoft will defend Enrolled Afliliate against any third -party claim to the extent
it alleges that a Product or Ftx made available by 14ticrosoft for a fee 2tnd used within fire scope
of the license chanted (unmodified from the form provided by Iutscrosefl and not combined with
anything else) wisappiopriales a trade secret of directly intringes a patent, copyright,
trarlernarlc or other proprietary right of a thirst party, If Microsoft Is unable to resolve a claim of
inhrngenlent Under coniniercially reasonable terms, it may, at its option, either ( I ) modify oc
replace Ilie Product or Fix with a (unclional equivalent, or 1,2) ternilnale Enrolled Affiliate's
license and rel'Und any prepaid Iicenso fees iless depreciation on a five-year, strasght-line
basis) for perpetual licenses and any aniount paid for Online Services for any usage period
after• the teoWnal ion dale Miuosofl -,vill not be liable for any clainis or damages, due to Enrolled
Affiliate's continued use of i Product or Fix after being notified to stop due to ri third party claim.
li. By Enrolled Affiliate. 'd'a the extent permitted by applicable law, Enrolled Affiliate 1.-Al defend
Microsoft against any third -pally 0ainI to tho extent it alleges that ( I any CLI5turnef Data of
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7-44
n[�n-fvlit:ro;oft sofhvare Imted in ail Online Service by Microsoft on Enrolled Afflliarte s behalf
rtlisappropiiates a trade secret or directly infringes a paten(, copyright, trademark, or other
oropnelwy right of a third tarty. or (2) Enrolled Affiliates use of ally PfOddiCl or Fix, alone or in
,'ornbination will anylhing else. uiolates U)e la-,+i or damages a third party
'IZ Limitation of liability, '
Foreach Prodkicl. each patty's ill"clxlll UM tlg�lreg310 llahrlrty 10 thQ Other Wider lhiS Agreement IS Illniled
to direct danloges finally awarded rn an arrlount not to exceed the amounts Enrolled Affiti lte was required
to pay for the applirable Products di.niny the Ilerm ref this Agreement, subject la the following
a. Online Services Pot Online_ Servicec,, Microsoft's maximum liability to Enrolled Aff'iliole for
any incirieiit giving rise tc a claiiii will not exceed the aniounl Enrolled Affiliate paid for the
Online Servlce ddlring the'12 m0rllhs before the incidefIt
b- Free Products and Distributalilo Code, For ProWcts provided free of charge and coda
that Enrolled Affilinito is aulhaf [zed to iedisti ibule to third parties I ilhadlt separate payment to
Microsoft Microsoft's liability is limited to direct dairlages finally aw;srded up to USS5,000,
r. Exclusions. In no event will either' party be liable for mdimcl, incidental. special, punitive, of
consequential damages, pr for loss of Irse, loss of bussriess Information, lass of ievenue, or
nterruption of business, however caused or on any theory of liability
ill. Exceptions, No limitation or exclusions ,v111 apply to liability arising out of eilhei, party's ( I )
confidentiality obligations (except for nil liability related to Customer Data, which will remain
subject to the limitations and exclusions above), (2) cicfcn5eobligations; or (3) violzllion of the
other pnrty's intellectual properly i tcihts
I
13. Verifying compliance,
a- Right to verify compliance. Enrolled Affiliate must keep records relating to all use en[I
distr;brition of Products by Erlmlled Affili;ate acid it* Affiliates, Microsoft has the right, at its
expense, to the extent pernUted by applicable low. to verify Qompliance with the ProducTs
license terni�, Enrotte;f Affiliate must promptly provide the independenl auditor with any
inf0imatian the auditor reasonably requr•_sts in furtherance of the, verification, inc udiI)g access
to systeMS rrrnniflg Ihh PfodUcls :lnd evidence of Licenses for Products Enrolled Affiliate hosts,
suhlicPn:;eS, Of rllsliibules to third parties. Enrolled Affiliate agrees to complete Microsoft';
self -audit process, which Microsoft may require krs an alternative la a INI'd party audit
I
h Reilredles for non-compliance, If verification or self-a�idil reveals any vrtlirensefl line of
dr,lrihulion, then within 30 [flays', (1) Enrolled Affiliate must order sufficient Licenses to cover
that use of distribution, and (2) if unlicensed Irse or distribution is 5% or mare, Enrolled Affiliate
must reimburse Microsoft for the cost Microsoft has incurred in verification and acquire the
necessary additional licenses at 125r/n of the price based oil the then -current price list and
Enrolled Affiliate price level The unlicensed use percentage is based on the total number of
IICe nSeS purchased compared to artual install base If there is no unlicensed ose, fblierasoh will
not subject Enrolled Affiliate to anothef verification for al least one year- By exercising the
lights and procedures described above, Microsoft does not waive Its rights to enforce this
Agreement or to prolect its intellectual property by any other means permitted by law.
c. Verification process. Ivliciosofl vgill notily Enrolled Affiliate at least 30 days in advance of its
intent to veiify Enrolled Affiliate s compliance with the lireiise leans for the Products Enrolled
Affillale aw:f its Affiliates rise of distribute Nltcrosoft will engage an independent auditor, which
will bo Subject to t7 ccinfiderttiMily obligation Any information collected In the self-aticlil will be
used solely far purposes of determining compliance This verificalion will lake place during
norinal business Hours and in a manner that does not interfere unreasonably with E-mulled
Affiliates operahorsrt,
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t 7-45
14. Miscellaneous
a Use of contractors. Microsoft rrlEry rise f:orilrs`I cloi5 Iq perfoi m seivicAs, blil lh+lll be responsible
for l performance subject to the lErrrrs of this Agreement
la. Microsoft ns independent contractor. The parties are independent contractors Enrol
Al and Microsoft each play tlevatop 1,ro(lLlcls independently aailhoul using We others
Confidential Informalioi;
c. Notices. Notices to Microsoft mlIU5t be sent to the address on lhe- signature fL)rni. Notices must
he in venting and will be treated as delivered on the dale sllown on the ref im receipt of on the
courier or tax confirmation of delivenj. MIGF Soft 1102y prcwicle nlfornlel(;on to l Affiliate
aboirl upc:)nri rig ordering deadlines, services, and subscription inforrn,ltscrn In electronic form,
including by email to contacts provided by Enrolled Affiliate Enlails will be treated as tlehvt red
an the transmission date.
d. Agreement not excletSive. CLISIon er is free to enter into nc;reen7ents to license, Use or
pmrilole non-Nlicrosoft products.
e Amendments_ Any amendment to this Agreement must by executed try both parties. except
that Micrasoft may chance the f iocluct Ferias and the Use Rights from line to Bette in
accordance ye In the terms of This Agreemenl Any conflicting terms and ronclitions contained
jr) an Enrollcd Affiliale's purchase order will ool apply. Microsoft may require Customer to sign
a new agreerrlent or an amendnient before an Enrolled Affiliate enters into an Enrollment Urlder
this agreement I
f. Assignment. Either party may assign this Agreement to an Affiliate, till must notify the other
party in wfiting-of the assignment Any other proposed assignment Itiust be all by the
non -assigning early in writing. Assignment iili rml refeve the assigning party of its obligations
under the assigned -igrcQn l Any attempted assignment without f-( lied apl)(OVal will be
Mold I
g. Appilc:ahle law, dispute resoli lnls• The terms of this Agreement wM be governed by the
lavas of Cuslonmr's stale, yiilhoril giving efferl to its conflict of laws. Disputes relalino to this
Agreement will be subjecl to apt)licabla dispute resolution laws of Custantel's stale
h. Sever -ability. if any provision in'this agreement is held to be unenlorceatile, the l of the
greelnYnl :tiU! remain In full fora_ and effect
i. Waiver. Failure to enfoice any, provision of lairs agreement wN not constitute a waiver. Any
waiver must be in writing and signecl by the waiving party.
j_ No 111Ird-parly beneflelaries -Tl1is Agre-efnent sloes nnl create any third -party beneficiapy
righl; I
Ic Strrvfvai. All prOVISlons survive lerminalion or expirallon of this Aorr'.ErnOnt eXccpl Ihrrse
requiring performance only dtlrfny the 1eim of the Agreement.
1. Mamigemorlt and Reportfncl. Customer andlor Enrolled Affiliate ri vy manage account delaAs
(e.g., contacts orders, Lcerises, soflware downloads) can Mtcrotiollll Vnkwne. I_irensirig
Service C, e nter -('Vl wet, site (or successor site) at
Ills i;mvw iir msofl cgm1111,Ernsii<< +sc rvicecenter Upon the effective [tale of lhls Agreement
and any Enrollments, the contcict(sl identified for tlin5 pLrfpnse will be provided access to this
site and may.authririze addilional Users and contacts_
ell. Order of precedence In the case of a conflict between any clocuments In Ills Agreement that
is not expressly resolved in those documents, theli terms will control in 11 re following Order from
highest to lowest priority (11 this Enterp+ise Agreement, (2) any Enrollment, (3) the Product
Terms, W. the Online Services -Perms, (5) orclers submitted Under (his Agreemenl, and (6) any
other clod.+meals in this Agreemenl ielmti Ill ,1n Zillieir(ifflerrl cuf)JIGI Over the zimendmd
tfocurrlenl anti any prior amoirclinents coocerning the same s(ihject matter
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7-46
I
n. Prep Products. II is Nffcroseft's intent that the terms of itlis Agreement a m I the Use Rights be
in compliance With all applicable lederal law and reg_Ilatfons Any free Product provided to
Enrolled Affil+ate is for the sole isse ano benefit of the Enroflecl Affiliatr;, and is not provided for
Lisp by or personal benefil of any specific gove.m rlent employee
o. Voluntnry Product Accessibility Templates. fVlrerusoft supports the govesnrnent's ebligalion
to provide accessible tee hnologie,; In its citizen., with d•sahilltie5 a; IegLiirwct by Section 508 (Al'
the t3ehabilitotion. Act cot 19113. and its state law coonlerparts The Voluntary Product
Accestiil)ilsty Templates (WATs") foi the Microsoft teehnoingles used its providing the Online
Services can be found at Microsoft's VPAT pane. Further informatinri regarcturg lvllCr;lsaft's
(1on1111knlenl to accessibility can I)p taulfd at tut( 1'�rvrrr rlliclosofl.caln/enable
p. Natural disaster. In the event of a "natclr,ll disaster," Microsoft may provide additional
assistance of rights by posting diem on 1itlnir.va.Ili tcrosafl.c m at sur;b time
cl. Copyright violation. Except as sel forth in Pre sechao above onlitleJ "Transfelrtny and
re7ssrgrning Licenses", the Enrolled Affiliate agrees to pay for, and comf?ly with tlse lemis of IN-,
Agreement and the Use Rights, for the P(oducfs it uses Except to the extent Enrolled Affiliate
Is licensed under IN,; Agreement. it tivill be iespasisible foi ils breach of this contract and
violation of Micrasofl's copyright in tile. Products, includiriy payment of License fees spec;ified
m this Atlreemont kir unlicensed use
i
t=A.'.OIC�ilrirfll^'rLr;trcl�iShln 2l)IGY Facp, li of Iti
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7-47
QIf;1.t.ir��.
Vo1 l.i l'ri e I_ i r: � 1 i s l I-) ci
SLipp lernentaf Contact In Form
This form can he used in criniu ration WO k,1135A, Agreement, and FnrollmentlRegfstralion
However, a Ecparale form must bo subn7iited for each cnroltment4egi5lration. when more Ilan One is
submitted on a signature torn? For the purposes of this form, `entily" can mean the signing entity.
Cuslomer, Errtotlec! Affiliate, t3ovemiient f arlr4er, hiSti(LIOCn, ur chief pally enleriog into a voluirte
licensincl program agreenwnl Primary at,cl (Notices contacts in this form will not apply to enrollIments
or iegistralions
This foim apl)lies to: 0 M13SA
[� Acdreernelrt
i
0 EnrallmentfAfflilale Registr4ibon Fonn
Insert Primary entity mini if rnore than one Enrnlli7tentlRec3islratran
Form is submitted
Contact information.
Each party will nolify the other in writing if any of the information in Inc, folloyvinr3 conlli,l Information
Page(s) changes The asterisks t') indicate required fields; it the entity chooses to designate other
coolant lype.s, the same requil fields rnusl be cni4lpleteci rot each section. By pro xling contact
infarmetron, entity consents to its use for p(Irpos+:s of administering the Enrollment by Microsoft and othoi
parties Ihat help Iulirrosaft acll this Eniollmenl The Personal intonnation provided in connection
with lhis agreernent .vrll tie Ilsed altrt pioleclicd ac-col Io the privacy stalernent available at
1�1tI�s'�;lic�-nsina rnicrosnl4.c��rn.
1. Additional notices contact,
,this contacl receives all notices Plat are sent from Microsoft No online access is granted to this
individual,
Name of Pril ly' County of Rivers+de
Goiitart nan>e'; First Regina Last Fimdeilaurk
Contact entail address' RFuntetbufk rlvro o(g
Street address" 3450 141h Street, 41h Ill
City" Riverside SlatolProvill California Postal cocle' 0250 1-3861
Country' USA
Phone' 951-955-2265 Fax
❑ This contact is a third party (not the entity) iPJatrnincl This col receives personally identl
inforn7atiost of the entity
2. Software Assurance Manager.
This ronlart will receive online permissions to marioge tile. Sortware flssririi+Ge benefits under the
Eriullmorit or Registration
Name of entity' County of Riverside
Contact nan>'e': First Regina Last Funderhurk
Contact entail address` I- �FuncderIJLIfk@ririvco 01'4
Street address' 3450 141h Street 4th Floor,
City' Riverside StrttalProvincE•' California Postal code" 92501-38, t
i
;}iinCoMirllnrorgrm(HA,l:rn)(rM ,lrs:rl7ilt,)
7-48
Country` USA
Phone' 951-95-2265 Fax
❑ This contact is a third party (not the enlityJ bllarm% This contact receives personally identifiable
infoirnalion or the entih1
I Subscriptions manager.
This contio will assign PASL�N Lkpression, and Turhriel Plus subscriptio�� licensr s to the indivrclt,ai
subscribel'L under this FnrollinPrtl of Regishaliorl Assignment of the subsciiption licenses is nee-essary
for zicces$ to any of Vie online benefits, such 75 subscription Downloads. This contact will also manage
any complimentary or additional media purchases related to these subscriphoiis
Name of entity' County of RIVerside
Contact name': First Regina Last Funr101htiik
Contact email address' RFunderbuil; @iiveo.orct
Street address' 3450 14th Slreel, 4tft rlooi
City' Riverside StolelProvinuo' California Postal cocle' 92 r01-3861
Country` USA
Phone' 951-955-2265 Fax
❑ This contact 's a third party (not the entity) Warning This cortlart rercives personally idenhflaNG
information of the entity
4, Online services manager,
This ronlacl will be provided unlink: peiinistiiona to manage the o0ine seivic:es orciere-d UlWer the
Enrollment or Registration
Name of entity' Courtly of Riverside
Contact naive': First Luis Last Flores
Contact email address' LFFl,res r tivco org
Street address' 3450 141h 51reEl, 41h Floor
City' Riverside Statelprovince' California Postal rode.' 92501-38ril
Country" USA
Phone' 95 f -955-8 t 9A Fax
❑ This contact is a third party (not the entity). Warning- This contact receives personally iderilitiable
information of the entity
5. Customer Support Manager (CSM).
This person is designated as Ilse Customer Support Manager tCSM) for support -related activities
Naive of entity' County of Riverside
Contact narne': First Llri5 Last Flo, -es
Contact email address' LFFlores(u)riveo org
Street address' 3450 141h Street, 4111 Floor
City'Riverside S1atelProvince' California Postal code' 92601.3861
Country' USA
Phone* 951-955-8114 Fax
6, Primary contact information,
An individual fiont inside the organizatiaii must seive as the ptirniq contact, This contact iecoves online
aclminislraw pein7issions and may grant online access to olhprs. Phis contact also receives all iiotiees
unlr~ss Microsoft is provided wri lan notice of a change.
Name of entity" County of Riverside
up.;rn+r3cllnluF uun(PJR,NJUItlzPrt3Jt�tr_12fi1"SJ
f'agc'I 4r 3
7-49
Contact name': First Jim last Smith
Contact elnall address' jimsl�rilh�rivr;�,org
Street address' 3450 141h Street, 11h Flnor
City' Riverside State/Province, CA Postal code" 9250 1-386 I
Cotintry" US
Rhone' 951-231.5909 Fax
7. [Notices contact and online administrator information.
This individurd receives r]nliriz sidmmistfr3tor permissions and may gr�mt nnlwe arcess to others This
contool also receives all notices
� �erlrr� ins err im�-l+y r:nn���rr
Nanie of entity`
Contact name'- First last
Contact emall address"
strect arldvess'
City' Statelf r0viIIcePostal co[ie'
Country'
Phone" Fax
❑ Thls contact is a third party (riot the entity) Warning This contact receives personally identifiable
Information of the entity
Su(lCulilodIII iororlIILNA„ 1NUII�-:NOI(f,lei-,10l'S)
P'7ge 3 of
7-50
Microsoft Document Headersheet
' This is for infornrationat purposes only
: (MSLI 5-0000004�275258
MSLI
Tracking
Number)
Doe Type: Amendments
Subsidiary:
I
Country -
Do not modify the formatting or spacing of this Form above this text
Account Manager Name 1 Alias:
United States
LARILADIESA:
Insight Direct USA, Inc.
ProciramNersion
EA 6 2016
ACCOUNT: County of Riverside
Outsourcer Name:
Business Agreement Number:
Master Agreement Number: 8084445
Agreement Number:
Purchase Order Number,
Camnsents:
0/23/2019 4:42:40 PM
0 r�1ui A 'I
(Scanning Code)
11111111
7-51
0' M irrosoi k
n
Amendment to Contact Docurnents
"4r-Ilcclrlt_rn rlwrll3g1
ELTqiLl
voIlII I I o LIcc-,IIr__'IFl1 j
0,24-kayleerl•S Gd
TH.,; ;mwildlnCnl ("Arnendmon!") is enlefecl intn between the Dailies idenlilied oor the altached pr(q;-a ai
siclnatI,re form, It amends t11e EnIDIIIIlent or Agreement identified aibove_ Al Io In user 110 m l definf-d
In thtii Ameiadfnen will h av'i the same nieamngs prravidecl in Viiat Enrollrnenl or Aclreemenl
Enterprise Agreement
Custom Terms CTM
1 Srclinti fi;a, "Term", is hereby aiiiond,?d and restalod as tollows-
a. Term. The term of this Agroemont WIN ICa7a$I11 in eliecl unless terntinaled by eilhna party
desrnbed below Ench EwolkrierIl afrill lave We term pravidprl in Ihnt Fnrollrnenl
2 TN- pricing that Microsoft will offer Enrolled Affiliate'!; Rnspller for EnroIhTkr'nls effor..Gvr.
between November 1, 2019 Ihr0L1c3h 0cloher 31, 20Z1. and [hat vrfll apply for the sntirP initial
lerfn of sud, Enrollrnenls, Is a . Follows
f'roducl
Price _
Examples Include but are riot limited to
Level
(lie fallowing"..
Enterprise! online Services"
I.eve1 0
M365 E:3 and E5, Enterprise Mobility
(inclurllnq 1=nll USI-s, Vrom SA
narraus 20/11
SeCLuily 1-3 and E5. Office 365 Enterprise
USLs, Arld ons alld Slop Up)
Le51e1 Q
E 1 or E3, VAndowvs 10 Enterflrlse E3 or F5
(JffiCe 365� f�rci Plus, U',+Il)dows 10
[ynterprise Products
Cnlerprise, Core CAL Suite, Enterprise
CAL Suite
Additional Products
Level t]
N1365 F I, f0365 ES Conapllance. M365 E5
Somirily, Offirl� 165 Enlrolprise F1 Prnject
Online. Visio Online Plan 1 or Plata 2
Uynamics 365, Azwe, SOL Server.
Wlldcti:vs Server etc
5ervor and Tools Product
Level D
SharePoinl Server, SOL Servf r. BizTall:
(applies to Server and Cloud
Sr-'rvor, Vimial Studio (.orc nfra$IrUrturC
enrollments only)
Suites, etc
fil' Q-iW IFJIC'`_' IIICILI:J !>'NM43 iV VI�Vt� Ir: Al iIT rIva iij.Ile in elrl'+_'r uw cr;m-m'.'i; x f1,' govFTrTpnt c'ntm dial inI;K
'•r'fI I:�I�'.yinn F.o;pIlYlvw Orkil? SolVi :i ?rr• vtr-Iitlfpao Ill II le Pj01:41I_; 11'f'w,'Au I Illy I'PII villl? a 'FCI I o IrN, rzilp.a ff,11
'Plug'orr: Avu'ual6ly' ila• s•-,jr'v, s! ErderynsL Li dr,le SrrlrcE s is sv'aju r Ic cha qu a5 Enle•prsn on6ue
RfF p,;!ICCI 47aC'&Lx', IlR_'u-spd z:r '0",Jv,ld fcairl (hu EnrErI)v e pT,gialn 01061fl
Fxr,lusiprlr, tpnly to lho atirhlinwil 24A di5cnunt nu Fnlcrprisi Onllnc Snwires as follL»3r5
,N w,-11!rI lC_ M CP .OT-F:iKroVHll
r,a rr 1 KIi
7-52
The price lisl month that applies to an crcer is nnl a faclor in cleleirninmq whether the
addilicinal 2!., discowil wi Enlerpiise Qdirre 5er"Jices May bo applied to an urder. The
linty appiicahle far[pr 1' Ihn effPCifVe rl do- of the Enrollment
The rliscQtint cities iicrl apply to any exiensions ni the inrlral Terrtt or renewal
rinrnlimcnts
Thy rkn:,:; aril rlctPs lint apply In any {Iomm0110nrtl SKUs Enr011yd Affilrah� rs enritfetl lo
llo:} lmver bf (lie prtmimlional prim of disin6onted price
Tile price Imm 1hal applies lu Enwlltnenta effective un r]r a1w, fd werttGer 1. 2021 is Level D for
sll I'rrtrfuras. -
The Rosrsller and the rrlrollrcl Affiliate will delerinine [he- Dnrdled Arfiliaie's actuil price and
It<tynt�nl lcrrtts.
Fxcep( for chartges made bV INS Aweridment, Hle I_nrollnlerri of Afircenrem identified 4bove remains
unehanrle'd and in full force and effer..l if (hPfP is any conflici bolween any provislott in This Amendment
acid any piuvisiuiI irr 11m EinollmHnt nr AUre efnenl irfenhfied above, tllis Amclidnianl r-Ji"A f:orrlrol
This Amendment must he attached to a signature form to he valid.
Microsoft Interim
i Riviii-side COUnly FA Amend H 7.docx I C..'rIvI i c I m-cp,[,-Op,l -1-'m i LICE i
r4mprrlm�-r,'�Tr, :vt it r T Ff-rl=7-r,�+r_f Sahli tar'
i
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ATTACHMENT C
e
Customer: City of Newport Beach
Contract: Riverside County Master Agreement - PSA-0001524 (8084445)
Microsoft EA#: Renewal of 5681281 (effective 3/1/23)
Jell CLs:omer Co"iF-dentia.
Quotation
Date of Issue: 3/3/2023
Quote Expires: 3/31/2023
PLEASE SEE IMPORTA117TERMS AND CONDITIONS AT THE BOTTOM OF THIS QUOTATION
EA renewal with M365 mix
Sam Andrews
sa m. andrews@dell.com
512.720.4469
Section 1- Licenses and Software Assurance
Product Description Mfg# Quantity Unit Price Ext. Price
Exchange Server Ent ALng SA
395-02504
1
$716.55
$716.55
SQLSvrStdCore ALNG SA MVL 2-core Lic
7NQ-00292
32
$634.22
$20,295.04
VSProSubw/GHEnt ALNG SA MVL
QEK-00003
3
$302.06
$906.18
Visual Studio Pro with GitHub ALng LicSA
QEK-00001
3
$344.71
$1,034.13
Win Server DC Core ALng SA 2-core Lic
9EA-00278
88
$123.79
$10,893.52
Win Server Standard Core ALng SA 2-core Lic
9EM-00270
16
$19.00
$304.00
$0.00
Annual Payment Section 1: $34,149.42
Section 2- Monthly Subscriptions
Product Description Mfg# Quantity Months Unit Price Ext. Price
Enterprise Online Services Products
M365 G3 Unified FSA GCC Sub Per User
AAD-34700
365
12
$26.76
$117,208.80
M365 G3 Unified FUSL GCC Sub Per User
AAD-34704
10
12
$31.50
$3,780.00
Additional Online Services Products
$0.00
M365 F3 Unified GCC Sub Per User
AAD-63092
705
12
$6.80
$57,528.00
0365 G1 GCC SU 0365 F3 Per User
U4S-00007
310
12
$4.63
$17,223.60
Power BI Pro GCC Sub Per User
DDJ-00001
2
12
$7.45
$178.80
Visio P2 GCC Sub Per User
P31.11-00001
2
12
$11.17
$268.08
Teams AC with Dial Out US/CA GCC Sub Add -on ($0.00 Audio Conferencing -
adds phone# to your Teams meetings to dial into)
NYH-00001
1080
12
$0.00
1 $0.00
Annual Payment Section 2: $196,187.28
Notes: Total Annual Payment Yr 1 $230,336.70
Microsoft Enterprise Agreement (EA) Master#: 8084445 Total Annual Payment Yr 2 $230,336.70
Microsoft Enterprise Agreement (EA) Enrollment#: Future/TBD Total Annual Payment Yr 3 $230,336.70
Previous Enrollment# 7818426 - expires 3/31/2023 Total of 3 years of Payments $691,010.10
7-54