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Home My WebLink AboutAgreement A-23-534 with Microsoft Corporation.pdf Agreement No. 23-534 -, Microsoft Microsoft Enterprise Services Work Order Work Order Number GVS12310-447469-568082 (Microsoft Afliote to complete) This Work Order consists of the terms and conditions below, and the provisions of the Microsoft Master Services Agreement reference U5105344, effective as of 9/18/2012 (the "Agreement"), the provisions of the Unified Enterprise Support Services Description applicable to the Professional Services identified in this Work Order, and any attachments or exhibits referenced in this Work Order, all of which are incorporated herein by this reference. In this Work Order"Customer," "you," or "your" means the undersigned customer or its affiliate and "Microsoft", "we," "us," or "our" means the undersigned Microsoft affiliate. By signing below the parties acknowledge and agree to be bound to the terms of this Work Order, the Agreement and all other provisions incorporated in them. This Work Order is effective as of the date that Microsoft signs this Work Order. Regardless of any terms and conditions contained a urchase order, if an , the terms of this Work Order appl . = Name of Customer(please print) Name County of Fresno—ISD-IT Microsoft Corporation Signature Signature Steve DAWN Name of person signing (please Pant) Name of person signing (please Pant) Sal Quintero Steve Damm Title of person signing (please pant) Title of person signing (please print) Chairman of the Board of Supervisors of the County of Fresno Digital Support Specialist Signature date Signature date(effective date) !D// 9/20/23 Name of Customer or its Affiliate that executed the Agreement (if different from Customer above) EnterpriseServicesWorkOrderv9.0(WW)(ENG)(Jui2022) [CPI ATTEST: Page 1 of 8 BERNICE E.SEIDEL FOR ACCOUNTING USE ONLY: Clerk of the Board of Supervisors ORG No.8905 County of Fresno,State of California Account No.7309/1020/10000 By:_ u Does Customer issue or require a Customer purchase order for the payment of Microsoft Services? [ I Yes or [ V ] No If "No" is selected above, Customer represents and warrants that it does not require purchase order(s) be submitted to Microsoft for payment of the Microsoft Services Fees listed herein. Customer will not withhold payment of Microsoft's invoice due to the absence of a purchase order reference. If no purchase order is required, Customer must complete "Customer invoice information" below and ensure it is accurate or revised in a timely manner. Further, the below "Customer invoice information" must be completed prior to: (a) Customer signing this Work Order; and (b) Microsoft invoicing Customer. Name of Customer Contact Name (Receives invoices under this Work Order) County of Fresno— ISD-IT Barney James Street Address Contact E-Mail Address 333 W Pontiac Way bjames@fresnocountyca.gov City State/Province Phone CLOVIS California 5596006200 Country Postal Code Fax United States 93612-5613 1. Support Services and Fees. 1.1.Term. Microsoft Enterprise Support Services will commence on 10/12/2023 (the "Support Commencement Date") and will expire on 10/11/2024 (the "Support Expiration Date"). 1.2.Description of the Services. Please refer to the current Unified Support Services Description ("USSD") which will be incorporated by reference and is published by Microsoft from time to time at www.microsoft.com/unified-support-services-description. Microsoft may update the support services you purchase under this agreement from time to time, provided that the level of support services you purchase will not materially decrease during the current Term. EnterpriseServicesWorkOrderv9.0(WW)(ENG)(Jul2022) [CP] Page 2 of 8 Services by Support Location 1-Unitied Enterprise Support County of Fresno— ISD-IT USA - SLG - Enterprise West 1 110/11/2024 • • Included Enterprise Advisory Support Hours As-needed Advisory Services Included Enterprise Azure Problem Resolution Hours As- Problem Resolution needed Support Included Enterprise On-demand Assessment On-Demand Assessment Included Enterprise On-Demand Assessment - Setup and On-Demand Assessment Config Service As-needed Remote Included Enterprise On-Demand Education On-Demand Education Included Enterprise Online Support Portal Administrative Included Enterprise Problem Resolution Hours As-needed Problem Resolution Support Included Enterprise Reactive Support Management Service Delivery Management Included Enterprise Service Delivery Management Service Delivery Management Included Enterprise Webcasts As-Needed Webcast Included Reactive Enabled Contacts Problem Resolution Support Add on I Unified Proactive Svcs Enterprise County of Fresno— - SLG - Enterprise West 1 110/11/2024 Quantity Ser Service Type 400 ea Proactive Credits Proactive Credits Included Service Delivery Management Extended Service Delivery Management 1.3.Support Services Fees. The items listed in the table above represent the services that Customer has pre-purchased for use during the term of this Work Order, and applicable fees are shown in the table below. Microsoft Support Services are a non-refundable, prepaid service. Before Microsoft commences or continues provision of Microsoft Support Services, Microsoft must receive a signed copy of this Work Order and Customer's payment, purchase order or, if applicable, completed Customer invoice information above. Microsoft will invoice Customer, and Customer agrees to pay Microsoft within 30 calendar days of the date of Microsoft invoice. Microsoft reserves the right to adjust Microsoft fees prior to entering into any changes to the Microsoft Support Services ordered herein. EnterpriseServicesWorkOrderv9.0(WW)(ENG)(Jul2022) [CP] Page 3 of 8 Services Summary Billing Date Fee USD m Unified Enterprise Support County of Fresno— ISD-IT 10/12/2023 184,857.29 Add on I Unified Proactive Svcs Enterprise County of 10/12/2023 52,188.00 Fresno— ISD-IT Subtotal 237,045.29 Flex Allowance (50,000.00) Total Fees (excluding taxes) 187,045.29 Payment 10/2/2023 187,045.29 Total Fees (excluding taxes) 187,045.29 Support for Microsoft Products Microsoft will provide support for Customer's licensed, commercially released, and generally available Microsoft products, and cloud services subscriptions purchased by Customer or Customer's Affiliate: i) under the licensing enrollments and agreements, as indicated in Appendix A; and ii) during the Term of this Work Order. Such products and subscriptions exclude those purchased by any party that is not Customer's Affiliate as of the Support Commencement Date. 1.4.Customer Named Contact(s). Any changes to the named contacts should be submitted to Microsoft Contact. Name of Customer Support Service Administrator BarneyJames Street Address Contact E-Mail Address 333 W Pontiac Way bjames@fresnocount ca. ov City State/Province Phone CLOVIS California 5596006200 Country Postal Code Fax United States 93612 2. Use, ownership, restrictions and rights. 2.1.Products. EnterpriseServicesWorkOrderv9.0(WW)(ENG)(Jul2022) [CP] Page 4 of 8 "Product" means all products identified in the Product Terms, such as all Software, Online Services and other web-based services, including pre-release or beta versions. Product availability may vary by region."Product Terms" means the information about Microsoft Products and Professional Services available through volume licensing. The Product Terms are published on the Volume Licensing Site and is updated from time to time. "Volume Licensing Site" means http://www.microsoft.com/licensing/contracts or a successor site. All products and related solutions provided under this Work Order will be licensed according to the terms of the license agreement packaged with or otherwise applicable to such product. Customer is responsible for paying any licensing fees associated with Products. 2.2.Fixes. "Fixes" means Product fixes, modifications, enhancements, or their derivatives, that Microsoft either releases generally (such as service packs), or that Microsoft provides to Customer when performing Professional Services (all support, planning, consulting and other professional services or advice, including any resulting deliverables provided to Customer under this Work Order, to address a specific issue. "Professional Services" means Product support services and Microsoft consulting services provided to Customer under this Work Order. "Professional Services" or "services" does not include Online Services, unless specifically noted. Fixes are licensed according to the license terms applicable to the Product to which those Fixes relate. If the Fixes are not provided for a specific Product, any other use terms Microsoft provides with the Fixes will apply. 2.3.Pre-existing Work. "Pre-existing Work" means any computer code or other written materials developed or otherwise obtained independent of this Work Order. All rights in Pre-existing Work shall remain the sole property of the party providing the Pre- existing Work. Each party may use, reproduce and modify the other party's Pre-existing Work only as needed to perform obligations related to Professional Services. 2.4.Services Deliverables. "Services Deliverables" means any computer code or materials, other than Products or Fixes that Microsoft leaves with Customer at the conclusion of Microsoft's performance of Professional Services. Upon payment in full for the Professional Services, Microsoft grants Customer a non- exclusive, non-transferable perpetual, fully paid-up license to reproduce, use and modify the Services Deliverable, solely in the form delivered to Customer and solely for Customer's internal business purposes, subject to the terms and conditions of this Work Order. 2.5.Non-Microsoft software and technology. Customer is solely responsible for any non-Microsoft software or technology that it installs or uses with the Products, Fixes, or Services Deliverables. 2.6.Affiliates' rights EnterpriseServicesWorkOrderv9.0(WW)(ENG)(Jul2022) [CP] Page 5 of 8 "Affiliate" means any legal entity that controls, is controlled by, or that is under common control with a party. "Control" means ownership of more than a 50% interest of voting securities in an entity or the power to direct the management and policies of an entity. Customer may sublicense the rights contained in this section relating to Services Deliverables to its Affiliates, but Customer's Affiliates may not sublicense these rights and Customer's Affiliates' use must be consistent with the license terms contained in this Work Order. 2.7.Restrictions on use. Customer must not (and is not licensed to) (1) reverse engineer, decompile or disassemble any Product, Fix, or Services Deliverable; (2) install or use non-Microsoft software or technology in any way that would subject Microsoft's intellectual property or technology to any other license terms; or (3) work around any technical limitations in a Product, Fix or Services Deliverable or restrictions in Product documentation. Except as expressly permitted in this Work Order or Product documentation, Customer must not(and is not licensed to) (1) separate and run parts of a Product or Fix on more than one device, upgrade or downgrade parts of a Product or Fix at different times, or transfer parts of a Product or Fix separately; or (2) distribute, sublicense, rent, lease, lend any Products, Fixes, or Services Deliverables, in whole or in part, or use them to offer hosting services to a third party. 2.8.Reservation of rights. Products, Fixes, and Services Deliverables are protected by copyright and other intellectual property rights laws and international treaties. Microsoft reserves all rights not expressly granted in this agreement. No rights will be granted or implied by waiver or estoppel. Rights to access or use Software on a device do not give Customer any right to implement Microsoft patents or other Microsoft intellectual property in the device itself or in any other software or devices. 3. Microsoft Professional Services Data Protection Addendum and Confidentiality. "Professional Services Data" means all data, including all text, sound, video, image files, or software, that are provided to Microsoft by, or on behalf of, Customer (or that Customer authorizes Microsoft to obtain from an Online Service) or otherwise obtained or processed by or on behalf of Microsoft through an engagement with Microsoft to obtain Professional Services. The data protection terms applying to Professional Services in effect on the effective date of this Work Order and available at https://aka.ms/eswodpa are incorporated herein by this reference. For liability arising out of either party's confidentiality obligations relating to Professional Services Data provided under this Work Order, each party's maximum, aggregate liability to the other is limited to direct damages finally awarded in an amount not to exceed the amounts Customer paid for the applicable Professional Services under this Work Order. 4. Microsoft Contact Customer contact for questions and notices about this Work Order. EnterpriseServicesWorkOrderv9.0(WW)(ENG)(Jul2022) [CP] Page 6 of 8 Microsoft Contact Name Steven Damm Phone Contact E-Mail Address stevedamm@microsoft.com EnterpriseServicesWorkOrderv9.0(WW)(ENG)(Jul2022) [CP] Page 7 of 8 Appendix A As of the Support Commencement Date, below is a list of your declared licensing enrollments and agreements for which Microsoft will provide support services as defined within this Work Order. F COUNTY OF FRESNO Enterprise 6 81494257 COUNTY OF FRESNO OPEN 02365471ZZL2104 COUNTY OF FRESNO OPEN 0364371 OZZL2204 COUNTY OF FRESNO Enterprise 6 64992141 FRESNO COUNTY OPEN 02481561ZZL2105 COUNTY OF FRESNO Select Plus 7756479 COUNTY OF FRESNO OPEN 03859210ZZL2207 EnterpriseServicesWorkOrderv9.0(WW)(ENG)(Jul2022) [CP] Page 8 of 8