HomeMy WebLinkAboutAgreement A-25-254 Microsoft Enterprise Agreement with Dell Inc..pdf Agreement No. 25-254
56*, Microsoft Volun e Licensi(11-i
Program Signature Form
MEWPASSA number MB32725FRESSHER
Agreement number 8084445
Note: Enter the appbcabie active numbers associated with the documents below Alicrosott requires the
associated active number be indicated here or hsted 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 belo,,v are entered into bet::een
the Customer and the Microsoft Affiliate signing. as of the effective date identified belo::.
Contract Document Number .•
Enterprise Enrollment ,Indirect, X20-10636
Enterprise Amendment M130 iNew
Product Selection Form 2824555.001 PSF
By signing below: Customer and the Microsoft Affiliate agree that both parties(1)have received, read
and understand the above contract documents. including any wwebsites or documents incorporated by
reference and any amendments and(2)agree to be bound by the terms of all such documents.
Customer
Name of Entity(must be legal entity name)*Fresno County SheriffiCoroner's Office
Signature'
Printed First and Last Name'Ernest Buddy Mendes
Printed Title Chairman of the Board of Supervisors of the County of Fresno
Signature Date* 6ho1 ZS
Tax ID
indicates required field
ATTEST:
BERNICE E.SEIDEL
Clerk of the Board of Supervisors
County of Fresno,State of California
By ALj&J �-'ek,- Deputy
ProgramSignFomm MSSigny(NA.La1AmtExBRA,h1LI(ENGNrtay20201 Page t of
Cocumenl)(20-12883
Microsoft
Microsoft Corporation
Signaturerla-4� WGi .t-ettl
Printed First and Last Name Charles Watson
Printed Title Microsoft Authorized Signatory
Signature Date 04-01-2025
(date Microsoft Affiliate countersigns)
Agreement Effective Date
(may be different than Microsoft's signature date)
Optional 2nd Customer signature or Outsourcer signature (if applicable)
Name of Entity (must be legal entity name)*
Signature*
Printed First and Last Name*
Printed Title
Signature Date*
*indicates required field
Outsourcer
Name of Entity (must be legal entity name)*
Signature*
Printed First and Last Name*
Printed Title
Signature Date*
*indicates required field
If Customer requires additional contacts or is reporting multiple previous Enrollments, include the
appropriate form(s)with this signature form.
After this signature form is signed by the Customer, send it and the Contract Documents to Customer's
channel partner or Microsoft account manager,v✓ho must submit them to the following address. When
the signature form is fully executed by Microsoft, Customer v✓ill receive a confirmation copy.
Microsoft Corporation
Dept. 551. Volume Licensing
6880 Sierra Center Parlc.vay
Reno. Nevada 89511
USA
ProgramSignForm(MSSign)(NA,LatAm)ExBRA,MLI(ENG)(May2020) Page 2 of 2
Document X20-12883
■ Microsoft
■
Enterprise Enrollment State and Local
Enterprise Enrollment number Framework ID
(Microsoft to complete) 63219310 (if applicable)
Previous Enrollment number 4732894
(Reseller to complete)
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) any
Supplemental Contact Information Form, Previous Agreement/Enrollment form. and other forms that may
be required, and (6) 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://,✓,,r,-.,✓.microsoft.com/licensing/contracts. In the event of
any conflict the terms of this Agreement control.
Effective date. If Enrolled Affiliate is renewing Software Assurance or Subscription Licenses from one or
more previous Enrollments or agreements, then the effective date will be the day after the first prior
Enrollment or agreement expires or terminates. If this Enrollment is renewed, the effective date of the
renewal term will be the day after the Expiration Date of the initial term. Otherwise, the effective date will
be the date this Enrollment is accepted by Microsoft. Any reference to "anniversary date" refers to the
anniversary of the effective date of the applicable initial or renewal term for each year this Enrollment is in
effect.
Term. The initial term of this Enrollment will expire on the last day of the month, 36 full calendar months
from the effective date of the initial term. The renewal term will expire 36 full calendar months after the
effective date of the renewal term.
Terms and Conditions
1. Definitions.
Terms used but not defined in this Enrollment will have the definition in the Enterprise Agreement. The
following definitions are used in this Enrollment:
"Additional Product" means any Product identified as such in the Product Terms and chosen by Enrolled
Affiliate under this Enrollment.
"Community" means the community consisting of one or more of the following: (1) a Government, (2) an
Enrolled Affiliate using eligible Government Community Cloud Services to provide solutions to a
Government or a qualified member of the Community, or(3)a Customer with Customer Data that is subject
to Government regulations for which Customer determines and Microsoft agrees that the use of
Government Community Cloud Services is appropriate to meet Customer's regulatory requirements_
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Membership in the Community is ultimately at Microsoft's discretion, which may vary by Government
Community Cloud Service.
"Enterprise Online Service" means any Online Service designated as an Enterprise Online Service in the
Product Terms and chosen by Enrolled Affiliate under this Enrollment. Enterprise Online Services are
treated as Online Services, except as noted.
"Enterprise Product" means any Desktop Platform Product that Microsoft designates as an Enterprise
Product in the Product Terms and chosen by Enrolled Affiliate under this Enrollment. Enterprise Products
must be licensed for all Qualified Devices and Qualified Users on an Enterprise-wide basis under this
program.
"Expiration Date" means the date upon which the Enrollment expires.
"Federal Agency" means a bureau, office, agency. department or other entity of the United States
Government.
"Government" means a Federal Agency, State/Local Entity, or Tribal Entity acting in its governmental
capacity.
"Government Community Cloud Services" means Microsoft Online Services that are provisioned in
Microsoft's multi-tenant data centers for exclusive use by or for the Community and offered in accordance
with the National Institute of Standards and Technology (NIST) Special 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 personal computer). a
multi-function server, or a commercially viable substitute for one of these systems: and (2) only employs an
industry or task-specific software program (e.g. a computer-aided design program used by an architect or
a point of sale program) ("Industry Program"). The device may include features and functions derived from
Microsoft software or third-party software. If the device performs desktop functions (such as email, word
processing, spreadsheets. database, network or Internet browsing, or scheduling. or personal finance),
then the desktop functions: (1) may only be used for the purpose of supporting the Industry Program
functionality; and (2) must be technically integrated with the Industry Program or employ technically
enforced policies or architecture to operate only when used with the Industry Program functionality.
"Managed Device" means any device on which any Affiliate in the Enterprise directly or indirectly controls
one or more operating system environments. Examples of Managed Devices can be found in the Product
Terms.
"Qualified Device" means any device that is used by or for the benefit of Enrolled Affiliate's Enterprise and
is: (1) a personal desktop computer, portable computer, workstation. or similar device capable of running
Windows Pro locally (in a physical or virtual operating system environment), or (2)a device used to access
a virtual desktop infrastructure ("VDI"). Qualified Devices do not include any device that is: (1) designated
as a server and not used as a personal computer, (2)an Industry Device, or(3) not a Managed Device. At
its option, the Enrolled Affiliate may designate any device excluded above (e.g., Industry Device) that is
used by or for the benefit of the Enrolled Affiliate's Enterprise as a Qualified Device for all or a subset of
Enterprise Products or Online Services the Enrolled Affiliate has selected.
"Qualified User" means a person (e.g., employee, consultant, contingent staff) who: (1) is a user of a
Qualified Device. or (2) accesses any server software requiring an Enterprise Product Client Access
License or any Enterprise Online Service. It does not include a person who accesses server software or
an Online Service solely under a License identified in the Qualified User exemptions in the Product Terms.
"Reseller" means an entity authorized by Microsoft to resell Licenses under this program and engaged by
an Enrolled Affiliate to provide pre- and post-transaction assistance related to this agreement;
"Reserved License" means for an Online Service identified as eligible for true-ups in the Product Terms,
the License reserved by Enrolled Affiliate prior to use and for which Microsoft will make the Online Service
available for activation.
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"State/Local Entity" means (1) any agency of a state or local government in the United States, or (2) any
United States county, borough. commonwealth. city. municipality, town. township. special purpose district,
or other similar type of governmental instrumentality established by the laws of Customer's state and
located within Customer's state's jurisdiction and geographic boundaries.
"Tribal Entity" means a federally recognized tribal entity performing tribal governmental functions and
eligible for funding and services from the U.S. Department of Interior by virtue of its status as an Indian
tribe.
"Use Rights" means, with respect to any licensing program, the use rights or terms of service for each
Product and version published for that licensing program at the Volume Licensing Site and updated from
time to time. The Use Rights include the Product-Specific License Terms, the License Model terms, the
Universal License Terms. the Data Protection Terms, and the Other Legal Terms. The Use Rights
supersede the terms of any end user license agreement (on-screen or otherwise) that accompanies a
Product.
"Volume Licensing Site" means httr):/,',,,f:v^w.microsoft.com/licensina/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 order for the additional Licenses prior to
use and payment may be deferred until the next true-up order. Microsoft will provide a
report of Reserved Licenses ordered but not yet invoiced to Enrolled Affiliate and its
Reseller. Reserved Licenses will be invoiced retrospectively to the month in which they
were ordered.
(iv) Subscription License reductions. Enrolled Affiliate may reduce the quantity of
Subscription Licenses at the Enrollment anniversary date on a prospective basis if
permitted in the Product Terms, as follows:
1) For Subscription Licenses that are part of an Enterprise-wide purchase, Licenses may
be reduced if the total quantity of Licenses and Software Assurance for an applicable
group meets or exceeds the quantity of Qualified Devices and Qualified Users (if
ordering user-based Licenses) identified on the Product Selection Form. and includes
any additional Qualified Devices and Qualified Users added in any prior true-up orders.
Step-up Licenses do not count towards this total count.
2) For Enterprise Online Services in a given Product pool that are not a part of an
Enterprise-wide purchase, Licenses can be reduced as long as (a) the initial order
minimum requirements are maintained and (b) all then-active users of each Online
Service are included the total quantity of Licenses remaining after the reduction. An
Enrolled Affiliate may reduce Licenses for Online Services on or before the Enrollment
anniversary date and place a reservation order for such licenses within 90 days after
the anniversary date: however, any licenses ordered as described in this section will
be invoiced to the Enrolled Affiliate for the time period the licenses were made
available.
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
EA20241 EnrGov(US)SLG(ENG)(Oct2023) Page 4 of 10
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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
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 may 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).
In. 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.
(i i) If step-up Licenses are not included on an initial order, Enrolled Affiliate may step-up
initially by following the process described in the Section titled "Adding new Products not
previously ordered," then for additional step-up Licenses, by following the true-up order
process.
i. Clerical errors. Microsoft may correct clerical errors in this Enrollment. and any documents
submitted with or under this Enrollment, by providing notice by email and a reasonable
opportunity for Enrolled Affiliate to object to the correction. Clerical errors include minor
mistakes. unintentional additions and omissions. This provision does not apply to material
terms. such as the identity, quantity or price of a Product ordered.
j. Verifying compliance. Microsoft may, in its discretion and at its expense, verify compliance
with this Enrollment as set forth in the Enterprise Agreement.
3. Pricing.
a. Price Levels. For both the initial and any renewal 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. Unless otherwise expressly agreed to by the parties and except for Online
Services designated in the Product Terms as being exempt from fixed pricing. Enrolled
Affiliate's prices for each Product or Service will be established by its Reseller. 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.
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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.
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 option 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 twelve months of
the Extended Term. Enrolled Affiliate may terminate the Extended Term by submitting
a notice of cancellation to Microsoft for each Online Service. Thereafter, Microsoft may
condition the continued use of each Online Service on the acceptance of new terms
by the Enrolled Affiliate. Enrolled Affiliate will be notified in writing of any new terms at
least 60 days before any such changes take effect. Enrolled Affiliate acknowledges
and agrees that after the notice described in this section. its continued use of each
Online Service after the effective date provided in the notice will constitute its
acceptance of the new terms. If Enrolled Affiliate does not agree to the new terms, it
must stop using the Online Services and terminate the Extended Term as provided in
this section. Enrolled Affiliate's termination under this section will be effective at the
end of the month following 30 days after Microsoft has received the notice.
(iii) Subscription Licenses and Online Services not eligible for an Extended Term. If
Enrolled Affiliate elects not to renew, the Licenses will be cancelled and will terminate as
of the Expiration Date. Any associated media must be uninstalled and destroyed and
Enrolled Affiliate's Enterprise must discontinue use. Microsoft may request written
certification to verify compliance.
d. Termination for cause. Any termination for cause of this Enrollment will be subject to the
"Termination for cause" section of the Agreement. In addition, it shall be a breach of this
Enrollment if Enrolled Affiliate or any Affiliate in the Enterprise that uses Government
Community Cloud Services fails to meet and maintain the conditions of membership in the
definition of Community.
e. Early termination. Any early termination of this Enrollment will be subject to the "Early
Termination" Section of the Enterprise Agreement.
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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
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.
Identify which Agency Affiliates are included in the Enterprise. (Required) Enrolled Affiliates Enterprise
must consist of entire offices, bureaus, agencies, departments or other entities of Enrolled Affiliate, not
partial offices, bureaus. agencies, or departments. or other partial entities. Check only one box in this
section. If no boxes are checked, Microsoft will deem the Enterprise to include the Enrolled Affiliate only. If
more than one box is checked, Microsoft will deem the Enterprise to include the largest number of Affiliates:
0 Enrolled Affiliate only
❑ Enrolled Affiliate and the following Affiliate(s):
Unless specifically identified above. all Affiliates of Customer, either existing at the execution of this
Enrollment or created or acquired after the execution of this Enrollment, will be excluded from the
Enterprise. To request that an additional Affiliate be included in Customer's Enterprise. Customer must
identify an Affiliate to Microsoft in writing and provide any required documentation. Microsoft will reasonably
review requests under this paragraph and may approve the inclusion of an Affiliate in Customer's Enterprise
in its sole discretion.
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
httgs://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)* Fresno County Sheriff/Coroner's Office
Contact name: First* Kalyana Middle Last* Chakravarthy
Contact email address* kal.chakravarthy@fresnosheriff.org
Street address* 2200 Fresno Street .
City* Fresno
State* CA
Postal code* 93721-1703 -
(Please provide the zip + 4, e.g. xxxxx-xxxx)
Country* United States
Phone* 5596008124
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).
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Contact name: First* Kalyana Middle Last* Chakravarthy
Contact email address* kal.chakravarthy@fresnosheriff.org
Street address* 2200 Fresno Street .
City* Fresno
State* CA
Postal code* 93721-1703 -
(Please provide the zip + 4, e.g. xxxxx-xxxx)
Country* United States
Phone* 5596008124
Language preference. Choose the language for notices. English
❑ This contact is a third party (not the Enrolled Affiliate). Warning: This contact receives
personally identifiable information of the Customer and its Affiliates.
`indicates required fields
c. Online Services Manager. This contact is authorized to manage the Online Services ordered
under the Enrollment and (for applicable Online Services) to add or reassign Licenses and
step-up prior to a true-up order.
❑ Same as notices contact and Online Administrator (default if no information is provided
below. even if box is not checked)
Contact name: First* Kalyana Middle Last* Chakravarthy
Contact email address* kal.chakravarthy@fresnosheriff.org
Phone* 5596008124
❑ 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)* 1 Dell Way
City* Round Rock
State* TX
Postal code* 78682
Country* United States
Contact name* Admin Contract
Phone* 847-465-3700
Contact email address* US_MS_Govt_EA_Select@Dell.com
*indicates required fields
By signing below, the Reseller identified above confirms that all information provided in this
Enrollment is correct.
Signature* 91 -
Printed name* RoseAnn Bretzmann
Printed title* Analyst
Date* 4/1/2025
"indicates required fields
Changing a Reseller. If Microsoft or the Reseller chooses to discontinue doing business with
each other, Enrolled Affiliate must choose a replacement Reseller. If Enrolled Affiliate or the
Reseller intends to terminate their relationship, the initiating party must notify Microsoft and the
other party using a form provided by Microsoft at least 90 days prior to the date on which the
change is to take effect.
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e. If Enrolled Affiliate requires a separate contact for any of the following. attach the Supplemental
Contact Information form. Otherwise. the notices contact and Online Administrator remains
the default.
(i) Additional notices contact
(ii) Software Assurance manager
(iii) Subscriptions manager
(iv) Customer Support Manager (CSM)contact
3. Financing elections.
Is a purchase under this Enrollment being financed through MS Financing? ❑ Yes, Z No.
If a purchase under this Enrollment is financed through MS Financing. and Enrolled Affiliate chooses not to
finance any associated taxes, it must pay these taxes directly to Microsoft.
EA20241 EnrGov(US)SLG(ENG)(Oct2023) Page 10 of 10
Document X20-10636
Microsoft Volurne Licensing
Previous Enrollment(s)/Agreement(s) Form
Entity Name: Fresno County Sheriff/Coroner's Office
Contract that this form is attached to: State Local Government
For the purposes of this form, "entity" can mean the signing entity, Customer, Enrolled Affiliate,
Government Partner. Institution,or other party entering into a volume licensing program agreement.
Please provide a description of the previous Enrollment(s), Agreement(s), Purchasing Account(s),
and/or Affiliate Registration(s)being renewed or consolidated into the new contract identified above.
a. Entity may select below any previous contract(s)from vrhich to transfer MSDN subscribers
to this new contract. Entity shall ensure that each MSDN subscriber transferred is either
properly licensed under the new contract or is removed.
b. Entity may select below only one previous contract from vwhich to transfer the Software
Assurance (SA) Benefit contact details, i.e., benefits contact(notthe SA manager)and the
program codes, to this new contract.
c. An Open License cannot be used to transfer either the SA Benefit details or MSDN
subscribers.
d. The date of the earliest expiring Enrol lment/Agreement that contains SA or Online Services
will be the effective date of the new contract (or SA coverage period for Select Plus).
e. Please insert the number of the earliest expiring Enrollment/Agreement with SA or Online
Services in the appropriate fields of the new contract.
Enrollment/Agreement/
Purchasing Account/Affiliate Purchasing Account/Affiliate SA Benefit MSDN
Registration Description Registration Public Customer Subscribers
Number
Standard Enrollment 1 4732894 1 X. I X
PrevEnrAgrForm(VWV)(ENG)(Oct2019) Page 1 of 1
Document X20-12873
Microsoft Volume Licensing
Amendment to Contract Documents
Enrollment Number
MB32725FRESSHER
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
Multi-Tenant Enrollment
Amendment M13O
1. Definitions.
a. "Lead Enrollment" means the Enrollment number listed at the top of this Amendment.
b. "Tenant" means the environment established by Microsoft on its multi-tenant servers from
which Online Services are hosted for Enrolled Affiliate's Enterprise.
c. More information about Tenants may be found in the applicable Services Descriptions posted
to the follo%ving or a successor site Microsoft identifies: httr):i'tech net.microsoft.conyen-
us!I ibrary jj819284.asr)x
d. "Tenant Administrator" means any licensed user of a Tenant that has their role set to"Global
Administrator" in their profile settings in the Tenant User Administration page of the tenant
portal. A Tenant can have multiple users configured as "Global Administrator" and in this case
there is no differentiation of technical capabilities bet,veen them. they are each Tenant
Administrators for that Tenant and can perform their technical functions unilaterally. The login
credentials must be unique across the entire global system for each user, including but not
limited to, users that are configured as Tenant Administrators. Each Tenant,,vill require
Tenant Administrator(s).
2. Tenant Enrollment terms.
a. Customer Data in each Tenant is logically isolated from Customer Data in other Tenants, and
each Tenant is managed separately by Tenant Administrator(s) using entirely different login
credentials. Tv✓o Tenants may not share Tenant Administrator(s)v✓ith the same login
credentials or share data objects such as address lists or SharePoint Online sites.
b. To enable multiple Tenants for Online Services Plans. as identified in the Product Terms,
Enrolled Affiliate can request assignment of an enrollment number("Tenant Enrollment") for
each Affiliate (or a department or division thereof), or subset of Affiliates, included in its
Enterprise. or a department or division of Enrolled Affiliate, that require separate Tenants
("Tenant Affiliate"). Tenant Enrollments may only be established for Affiliates (or a
department or division thereof) included in the Enrolled Affiliate's Enterprise in the"Enrolled
Affiliate's Enterprise" section of the Enrollment or for a department or division of Enrolled
Affiliate.
AmendmentApp v4.0 M 130 PLSS
Page 1 of 4
c. To facilitate Tenant Enrollments for Tenant Affiliates, the parties agree that an enrollment
number will be assigned for each Tenant Affiliate listed in the Tenant Information Excel Form
attached as an Appendix to this Amendment. Enrolled Affiliate hereby accepts the terms and
conditions of the Lead Enrollment on behalf of each Tenant Affiliate. Enrolled Affiliates
represents and warrants that it has the right, power, and authority to accept on behalf of
Tenant Affiliate.
d. Notwithstanding that the Tenant Affiliates listed in the Tenant Information Excel Form
attached as an Appendix will appear as Enrolled Affiliates in Microsoft's Volume Licensing
Servicing Center("VLSC"), Enrolled Affiliate acknowledges and agrees that it is the sole
Enrolled Affiliate, and sole Licensee,with respect to each Tenant Enrollment, and Enrolled
Affiliate will be solely responsible for each Tenant Enrollment's compliance with the terms and
conditions of the Lead Enrollment and the associated Enterprise Agreement.
e. Price level under each Tenant Enrollment will be the same level that is reflected on the
Product Selection Form and is based upon the aggregate of License and Software Assurance
quantity of the Lead Enrollment and each Tenant Enrollment as described in the Product
Selection Form or as described in other agreement documents.
f. The effective date, term, anniversary dates and payment dates for each Tenant Enrollment
shall coincide with the Lead Enrollment identified above.
g. All Product Licenses that are not covered in the scope of the Online Services must be
purchased under the Lead Enrollment, including Enterprise Products and Additional Products.
h. Enrolled Affiliate must submit an annual order(EAS Enrollments)or annual True Up order
(EA Enrollments)for each Tenant Enrollment as per the terms of the Lead Enrollment and (if
applicable)the submission of an Update Statement under each Tenant Enrollment. The initial
order and all subsequent orders will be submitted separately for each respective Tenant
Enrollment. For any included Affiliate that remains licensed with on-premise Licenses and
does not require a separate Tenant Enrollment, orders must be placed under the Lead
Enrollment.
i. Tenant Enrollment is exempt from the minimum order requirement in section 2.a of the Lead
Enrollment.
j. If the Enrolled Affiliate is Transitioning Licenses (as contemplated in the Lead Enrollment),
Licenses from which the Enrolled Affiliate is Transitioning will be reduced from the Lead
Enrollment identified above and the Licenses to which the Enrolled Affiliate is Transitioning
will be ordered under the specific Tenant Enrollment(s).
k. Each Tenant Enrollment may be managed separately in VLSC (or a successor site) by the
individuals whose names and contact information are identified in Tenant Information Excel
Form attached as an Appendix to the Amendment, or by other individuals to whom each
Tenant Affiliate may delegate such management responsibilities, to the same extent as if
such Tenant Affiliate had enrolled separately as an Enrolled Affiliate under the Enterprise
Agreement pursuant to its own Enrollment.
I. Enrollment acceptance and order reminders will be sent to contact(s) identified on the Lead
Enrollment only.
3. Technical considerations for multi-Tenant deployment.
Each Tenant Affiliate will be assigned a separate Tenant, provided that it complies with the terms and
conditions of this Amendment.
Each Tenant Affiliate will manage its Tenant separately in the administrator console. This will permit
and require each Tenant Affiliate to be managed and operated independently of the other.
Due to the independent nature of each Affiliate Tenant from the other, there will be a number of
technical boundaries associated with managing or using the tenants together, including but not limited
to those in the following list:
AmendmentApp v4.0 M130 PLSS
Page 2 of 4
a. No ability to provide consolidated administrative reporting or control across Tenants, no
automated ability to move users between Tenants. For example, if a user moves from one
Tenant Affiliate to another, this will require Tenant Administrators to manually create new
User accounts, download mail to PST files and import, and delete old user.
b. No consolidated Global Address List for all Tenants.
c. No ability for a single individual with the same Tenant Administrator login credentials to
manage more than one Tenant. However, it is possible for a single person to have unique
login credentials for each tenant as long as they track their own login credentials.
d. No ability to share domain names across Tenants, no ability to share SIP domains (each
Tenant will have a separate Skype for Business Online SIP domain).
e. Separate Licenses required if users in one Tenant need to access SharePoint Online in
another Tenant, no master SharePoint content index combining all Tenants (each Tenant's
index ,vill be restricted to that Tenant).
f. Additional on-premise configuration required for directory synchronization: some scenarios
may not be possible. Affiliate is advised to consult with technical specialists prior to signing
this Amendment to determine if their proposed configuration .vill work.
4. Contact Information for Tenant Enrollment
a. Primary Contact. For purposes of delineating enrollments, Tenant Enrollments will be
delineated uniquely in the enrollment details to be displayed on VLSC with the following
format"Tenant-Lead Enrollment number-Tenant Affiliate Name". This name must be
provided in the Tenant Information Excel Form attached as an Appendix for this Amendment
under Tenant Affiliate Name. The individual contact identified as Primary contact will be the
same individual with the same physical address across all Tenant Enrollments as identified on
the Lead Enrollment.
b. For each Tenant Enrollment, an Online Services Manager must be provided in the Tenant
Information Excel Form attached as an Appendix to this Amendment.
c. Microsoft may, from time to time, contact the Online Services Manager regarding the
Tenant(s).
d. Warning: If the Online service Manager Contact is a third party(not Enrolled Affiliate) please
be aware that this contact receives personally identifiable information of the Customer and
its Affiliates.
This Amendment must be attached to a signature form and accompanied by the Tenant
Information—Excel Form to be valid.The Number of tenant(s) listed in the Tenant Information
—Excel Form file is: 2.
Appendix
Tenant Information—Excel Form attached
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 bete✓een 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:
AmendmentApp A.0 r1111.0 PLSS
Page 3 of 4
(M130)EnrAmend(MultiTenantEnrollment)(W M130 PLSS
W)(ENG Jan2025 IU .docx
AmendmentApp v4.0 M130 PLSS
Page 4 of 4
This Tenant Information-Excel Form must be used with the Multi-Tenant Enrollment Amendment( M130/M423/H21/M459/Add Tenant Form)to be valid-
If the Online service Manager Contact is a third party(not Enrolled Affiliate) please be aware that this contact receives personally identifiable information of
the Customer and its Affiliates.
File Version:July_2023
Registration ID
(required only Tenant Affiliate Name (will
in 25 Prior Enrollment(if be used as Tenant ID Name
countries) renewal) in CPS)* Contact First Name* Contact Last Name* Online Service Manager Email*
4732894 Azure Gov Josh Mikow Josh.mikow@fresnosheriff.ore
M365 GCC Test Tenant Michael Trieu Michael.trieu@fresnosheriff.ore
NOTES:GENERAL
. .
Please complete all applicable columns in the Intake Form Tab as instructed in "Use of
Do not Unhide any row or column
Do not add any column
Use one row per Tenant (no limit on number of tenants/rows you can add)
Do not copy and past data across entire row due to hidden columns as data will be plac
2 Use of Columns
Registration ID: Only required for 25 countries and is Optional for the rest of the world
Prior Enrollment: Optional field if tenant is being renewed. Please enter the prior enrol
Tenant Affiliate Name: Name of each tenant to be created/renewed. When accompain
Contact First Name: Tenant contact first name, this will be used as the Primary Contact
Contact Last Name: Tenant contact last name, this will be used as the Primary Contact
Online Services Manager: This will be used as Online Services Manager email of each to
3 Completing and submitting AmendmeTt
Excel Form must be used with the Multi-Tenant Enrollment Amendment M130/H21/M
M130/H21/M423/M459 Amendment must be attached to a signature form and accom
Ensure that the number of tenants added in this excel matches with the number of ten
When submitting through CLT please ensure amendment, excel and signature form are
4 Frequent ask questions
Q: Where can I find this excel form?
A: This excel form is available with in explore.ms and with the amendment.
Q: How do I submit this excel form?
A: If the amendment is part of a contract package , please submit the excel form accompz
If it is a standalone document please submit the excel form accompained of the amenc
Q: Does the Online Services Manager (OSM) email need to be unique ?
A: No, OSM email address does not need to be unique but if you provide a OSM email alr(
For more information on activation steps please refer Online Services (OLS) activation ei
Q: What happens if the ROC confirms a match between the proposed OSM and OSMs in P
A: If OSM email provided under billing enrollment is already associated with an existing El
A) Continue to process as-is—in which case enrollment will be automatically mapped t,
B) Provide an alternative OSM email address (this will allow the customer to sign up to
Please discuss with your customer and advise on which option they prefer—ensuring tl
Q: Will my case break if the Multi-Tenant Enrollment Amendment is submitted without th
A: Yes.
Q: Will my case break if the Multi-Tenant Enrollment Amendment is submitted without th
A: If you belong to one of the 25 countries where this is mandatory YES. If you do not belong to tl
Columns" Section below
:ed in the wrong column.
. For details please refer to Partner Readiness Gallery:
Ilment number
ed with CPS Order, Tenant affiliate name must match tl
and Online Services Manager of each tenant enrollmei
and Online Services Manager of each tenant enrollmen
mant enrollment
423/M459 /Add Tenant form to be valid
panied by this Tenant Information Excel to be valid.
cants entered in the Multi-Tenant Enrollment Amendm(
a attached ( Note Add Tenant Form does not require sig
inied with the amendment and signature form togethe
iment and signature form via CLT. ( Note Add Tenant Fc
=ady in use you need to be aware that the new enrollm
mail (microsoft,com)
roduction/Trial?
-irollment, there are two options to proceed:
o that existing tenant and all online services ordered ur
a new tenant or associate with an alternative existing t
hey are aware of the implications. Processing will rema
ie Tenant Information Excel File?
ie Registration ID?
lose 25 countries no.
VL essential data: Organization registration number and contact middle name (microsoft.com)
he Tenant ID Name in the CPS. Due to system limitations, there is a 100 character limit to each
,It
t
ant M130/H21/M423/M459/Add Tenant form to be valid
;nature form)
r with your contract package.
)rm does not require signature form)
ent created will be linked to the existing tenant OSM, meaning no email activation will be sent.
ider that enrollment(s) will be automatically provisioned to that tenant.
enant if preferred).
On on hold until you confirm.
e
QUOTATION
Sam Andrews
sam.andrews@dell.com
512.720.4469
Customer: Fresno County Sheriff/Coroner's Office
Contract:Riverside County Master Agreement-ITARC-00934(8084445) Date of Issue: 3/12/2025
Microsoft Enterprise Agreement(EA)#: Renewal of EA 4732894
(expires 613012025)
Section 1-Licenses and Software Assurance
Product Description Mfg# Quantity Unit Price Ext.Price
SQL Server Enterprise Core ALng SA 2L 7JQ-00343 8 $2,469.40 $19,755.20
Visual Studio Ent wGitHub ALng SA QEJ-00003 4 $1,070.77 $4,283.08
Win Remote Desktop Services CAL ALng SA UCAL 6VC-01254 s0 $25.96 $1,298.00
Win Server DC Core ALng SA 21. 9EA-00278 64 $138.32 $8,852.48
Annual Payment Section 1: $34,188.76
Section 2-Monthly Subscriptions
Product Description Mfg# Quantity Months Unit Price Ext.Price
Enterprise Online Services Products
M365 GS FSA Renewal GCC Sub Per User AAL-48033 1000 12 $46.37 $556,440.00
M365 G5 GCC Sub Per User AAL-45735 800 12 $50.70 $486,720.00
Additional Online Services Products
Azure Monetary Commitment Provision AAA-35418 1 12 $0.00 $0.00
GitHub Enterprise Sub Per User PEY-00002 10 12 $15.88 $1,905.60
Teams Rooms Pro GCC Sub Per Device VA1-00001 1 12 $35.59 $427.08
M365 Copilot GCC Sub Add-on EP2-24658 10 12 $30.33 $3,639.60
Additional Online Services Tenant:Azure Gov(new tenant)
Azure prepayment-US Gov JSU-00001 15 12 $301.10 $18,198.00
Entra ID P2 GCCH JZH-00001 1 12 $9.19 $110.28
Additional Online Services Tenant: M365 Test(new tenant)
M365 G5 GCC Sub Per User AAL-45735 3 12 $50.70 $1,825.20
Annual Payment Section 2: $1,069,265.76
Notes: Total Annual Payment Yr 1 $1,103,454.52
3-year term,POP 7/1/2025 to 6/30/2028,made in 3 annual payments. Total Annual Payment Yr 2 $1,103,454.52
Azure quoted at 1.1%markup Total Annual Payment Yr 3 $1,103,454.52
Total 3 year cost $3,310,363.56
Response to RFQ# 25-090
e
QUOTATION
Sam Andrews
sam.andrews@dell.com
512.720.4469
Customer: Fresno County Sheriff/Coroner's Office
Contract:Riverside County Master Agreement-ITARC-00934(8084445) Date of Issue: 3/12/2025
Microsoft Enterprise Agreement(EA)#: Renewal of EA 4732894
(expires 613012025)
Section 3-Optional Licensing and Subscription Services
Provisional Licensing and Online Services Mfg# Quantity Unit Price Ext.Price
Additonal Licensing and Online Services reconcilation(dependent on usage
and customer need-not to exceed) Varies Varies Varies $750,000.00
Section 3: $750,000.00
Notes: Total 3-year renewal cost $3,310,363.56
3-year term,POP 7/1/2025 to 6/30/2028 Optional Licensing and Subscriptions $750,000.00
Pricing markup from Dell on Microsoft EA: 1.1%
Total max agreement amount $4,060,363.56
Response to RFQ# 25-090
Enterprise Enrollment Product Selection Form Microsoft I Volume Licensing
Proposal ID Enrollment Number
2824555.001
Language: English(United States)
Enrolled Affiliate's Enterprise Products and Enterprise Online Services summary for the initial order:
Profile Qualified Devices Qualified Users Device/User Ratio CAL Licensing Model
Lnte•prise 1,800 1,800 1.0 User Licenses
Products Enterprise Quantity
Microsoft 365 Enterprise
M365 G5 GCC 803
M365 G5 GCC FromSA Renewal 1,000
Enrolled Affiliate's Product Quantities:
Price Group 1 2 3 4
Enterprise Products Office Professional Plus+M365 Apps for Client Access License Client Access License Win E3+Win E5+
Enterprise+Office 365(Plans E3 and E5) +Office 365(Plans +Windows Intune+ Win VDA+Microsoft
+Microsoft 365 Enterprise El,E3 and ES)+ EMS USL+Microsoft 365 Enterprise
Microsoft 365 365 Enterprise
Enterprise
Quantity 1803 1803 1803 1803
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. D
Additional Product Application 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. D
Additional Product Systems Pool:Unless otherwise indicated in associated contract documents,Price level set using quantity from Group
4, D
Notes
Unless otherwise indicated in the associated contract documents,the price level for each Product offering/pool is set as described above,based upon the
quantity to price level mapping below:
Page 1 of 2
EA-EASProdSelForm(WW)(ENG) MS Quote
Enterprise Enrollment Product Selection Form Microsoft I Volume Licensing
Quantity of Licenses and Software Assurance Price Level
2,399 and below A
2,400 to 5,999 B
6,OD0 to 14,999 C
15,000 and above D
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.
Page 2 of 2
EA-EASProdSelForm(WW)(ENG) MS Quote
Microsoft Volume I:irt1ntiing
Program Signature Form
MBNMBSA munher 004-kaylaed-S.04
Anresmom numhei g aB S
Notu: Enter the apptirablt:rlctivc-number"timiociated vlilh Rio documents Oelow. Microsoft requires
the associated active number be indicated here,or listed below as new.
�I
For the purposes of this form, 'Custorner" can mean the sicitiing entity, Enrolled Affiliate,
Govr rnrnent P.Mnet,Institution,or other party entering into a volume Ilconsincg progrom agrocment.
I
This slclnolure form and all contract documents Identified In the table below are entered into between
the Citrslorner and the Microsoft Affiliate signing,as of the elfeclive date identified below.
Enlerptise Agreemenl X20.10209
.-Choose Agreement:- Document Numbnr or Code
Choose Agreement,- Document Number or Codo
<Choose Agreement? _ __T__ Document Number or Code _
<Choose Agreements- Document Number or Codo
<Choose Enrullment/Re Islration> Document Number or Code
<Choose Enrullrnent/Re islratiorry Document Number or Carle
<Choose Enrollment/Re islralion> Document Number or Code
<Choose Enrollment/Re istration> Document Number or Code
<Choose Enrollment/Reg istrat ion> Document Nurnber or Code
Amendment to Contiact Documents CTM-CPT OPT-FWK new)__
1
w Dy signing below,Customer and the W1ir..rosoft Affiliate agree that both parties (1)have received,read
F— and understand the above contract documents, including any websites or documents Incorporated by
Wreference and any amendments and (21 agree to be bound by the terms of all such documents.
Z
0111
Name of Entity(m t b le I e pity rame)'Counly of Riverside
SIDI atura• �
O Printed First and Last Name' RIC. r(.t
U )Q .t
p' { 0
Z Printed Title S r P/aC(Ar-('It�t.4,vt,1" .0M4,A(� r-
0 .�
0 � Signature Date p 8' 2 2 Z o
a Z
q, Tax ID
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Microsoft Corporation
Signahure ®® MSC_ SO
Prblted First and Last Name Microsoft Corp ration
i
Printed Title
Signature Date AUG 2 3 019
(Ueta fvl,Crusoft Affiliate counlCrtll,-ls)
l _ iChance Krail
Agreement Effective Date Duily Authorize n behalf of
(may he c'flerent than Mivuvufl s svynatuie deto) FQ3 ap I q Microsoft Cor oration
Optional 2"a Customer stynaturo or Outsourcer signature(if applicable)
Name of Entity (must be legal entity name)'
Signatrre"
Printeci First and Last Name"
Printed Title '
I
Signature Date'
'irrrNc.�frrs r'Hgcrir'ed Iiefc!
Name of Entity(must ha legal entity name)'
Signature•
Prhttocd First and Last Name'
Printed Title '
Signature Date'
'hi icafes required fielrf
If Customer requires physical medio,additlonal contacts,or is rclporting multiple previous Enrollments,
inClude the oppropriato form(s)with this signature form.
After this signature form is sicgnod by the&slnnier,fiend it and the Coritract Documents to Customer's
channel purifier or Microsoft account manager,who must submit them to the following adrit,"s. When
the signature form Is fully executed by Microsoft, Customer will receive a confimialiorl copy.
Microsoft Corporation '
Dept 551,Volume Licensing
6100 Nail Road,Suite 210
Reno, Nevada 80511•1'137
USA I
I
I
ProoioinS!giirOrm(MSSi(ln)(NA.I r1fAm)F,rRRA rdl I(F NC')(Ats92Q 1.1) 1'u,iC 2 of
I
I
R' microsof : Vc.)hlnc� Licensing
Amendment to Contract Documents
Aglccniow f-lumUci 004-kayleecl•S•04
This ninendment('Aniondlnenl")is entered inln between flip parlies idpntified on the altached program
siflnahne form.It amends the Gntellmenl or Agreemenl identified abuve. All lean%used hill riot(Infined
in this Amendinenl will have the Sane meanings provided In that Enrollm eml or,Agreement,
Enterprise Agreement
Custom Terms CTM
i. Saclion Ov,"Term",Is hereby emended And restated as follows:
a, Terri, The teen o1 this Agreement will rcm:lin In effect unless terminated by either parly,
as dps(nibed below. Each Ertroliment will h.avt)the.,torsi providrrl in Ihrlt Enrnllrncnl,
2 The pricing that fdltcrosofl will uffer Enrolled Affiliate's Resellei for Enrollments eHerlive.
britween November 1, 2019 through October 31, 2021,and that will spply for the entire Initial
lean or such Gn1011rnenls,is ;is follows:
Produel Price__ Narnples include but arc not limited to
Level (lie following,,:
Enterprise Online Services" Level D PA3135 L3 and E5, Enterprise Mobility
(including Pull USLs, Vrom SA ininus 2% Security E3 and E5, Office 365 Enteiprise
USL(;,Add ons and Step Ups) E I or E3, Windows 10 Enter flrlse E3 or E5
Entorprise Products �^ Lovcl D Office 365 Pra Plus, V%rh)dowS 10
Cnlerprise, Core CAL Suite, Enterprise
CAL Suite
Additional Products Level O N1365 F1, M365 E5 Compliance, M365 E5
Security,AHicr)365 Enterprise F1, Project
Online, Visio Online Plan 1 or PIAn 2,
Dynamics 365, Anne, SQL Server,
Windows Server, etc.
5ervor and Tools Product Level D SharePoinl Server, SQL Server, GizTalk
(applies to Selves And Claud
Server, Visual Studio. Core Infrastructure
Suitor,etc.
CnroUrnents only)
I he ckunlples includo 01111110 services nlal lire available III sill it the wimielelal ot govwnrnwit c1rnid cllalong%.
"17I11t11i'villn Foleln!14A n111111A SAIVirflF.AIR OfIltitilRd 111 till!.Pra(;tiri 1Qrins Will nv,,QP,N valUa CI'FW in Ihe,11-Aks to,
Vwij'unl Ava'lutAbly. Tilt%cuix,Ot F1110 030 0 Ilifle:Services Is Wijed 10 cha as Enleglrssa Online$Clvlf.'N9
.ire vd(led.uodraedrlevsed or,- moved from the cllte(064k)program ciferinrl
Exrlusions apply to Ihr, additiannl 2%disrntml nn Fnterpriso Online Seivires as follows:
Ame:u1olnidApr C'l M-CPT-0I"T•FWI( BD
Panfl I c1r
The price list month lhal applies to an circler is not a factor in determining whellier the
addilional2%discount on Enlerprise online Services r►►ay be applied io an order. The
only opplicahle factor la the effective date of the Enrollment.
The discount does not apply to any exlensienA of the inlliaI Tenn or renewal
Fnrollmonts.
The discount does nal apply to any promotional SKUs. Fnrollod Affiliate is enlitled to
Iire lower of the promolional price or discounted price.
The price level Iha(applies to Enwllrnenls effective an ui after November 1,2021 is level U for
all I'roriurts.
The Raseller and the Enrolled Affiliato will determine the Enrolled Affiliate's actual price and
r paymr'n1 torms.
Except for chinges made by This Amendment, the Enrollment or Agreement identified above remabis
unchanged and In full force and effect. If there Is any conflict between any provision In this Amendment
anct any pruvisiun in the Enrollment of Agreement identified r►bavr:,Ihis Amendment shall control.
This Amendment must be attached to a signature form to be valid.
Microsoft hTtomat Use Only:
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Enterprise Agreement State and Local
Nol for Use.with Microsoll 11tWo(is5 AUleement or Mic isnll nuxinasm nrAl Seivic"s AylNenmil
4
This Microsoft Enterprise Agreement ("Agreement") is entered Into between the entitles identified on the
signature form,
Effective date.The effective date of this Agreement is the earliest effective date of any Enrollment entered
Into under this Agreement or the(late Microsoft accepts this Agreement,whichever is earlier.
This Agreement consists of(1)these Agreement terms and conditions, including any amendments and the
signature form and all allachmenls Identilled+therein,(2?the Product Terms applicable to Products licensed
under this Agreernerd, (3) the Online Services Terms, (A)any Affiliate Enrollment entered into under this
Agreement, and(5)any order submitted under this Agrcernenl.
Please note:Documents referenced in this Agreement but not attached to the signature form may be found
at illr Ilurww.lnicros�fl�rnlbcc+nsiLi lctconlracj!� and are incorporoted in this Agreement by reference,
Including the Product Terms and Use fights, -rhese documents may contain additional terms and
conditions for Product:; licensed Linter this Agreement and may be changed trom time to time. Customer
should review such documents carefully, both Fit the tune of signing and periodically thereafter, and fully
understand all tedrns and conditions applicable to Products licensed.
Terrns and Conditions
1
9. Definitions.
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"Affiliate"ineans I
a. with regard to Customer,
1
(f) any government ardency, department,office, instrumentality,division, unit or other entity of
the slue or local government that is supervised by or is part of Customer. or which
supervises Customer or of which CUStoiilef Is a part,or which is under common supervision
with Customer;
(Ii) any county, borough, commonwealth, city, municipality, town, township, special purpose .
district, or other similar type of governmental instrumentality established by the laws of
Customer's state and located within Customer's state jurisdiction and geographic
boundaries;and
(iti)any other entity In Customers slate expressly authorized by the laws of Customer's state
to purchase under state contracts; provided that a state and Its Affiliates shall not, for
purposes of this definition, be considered to be Affiliates of the federal government and its
Affiliates, and
b, with regard to Microsoft, any legal entity that Microsoft owns, that owns Microsoft, or that is
under common ownership with Microsoft,
"Customer'means the legal entity that has entered into this Agreement with Microsoft,
"Customer Data"means all data, including all text, sound, software, image, or video files that are provided
to Microsoft by, or on behalf of, an Enrolled'Affiliate and its Affiliates through use of Online Services.
"day"means a calendar day, except for references that specify"business day".
"Enrolled Affiliate" means an enlily, either Ctislorner or any one of Customer's Affiliates that has entered
Into an Enrollment under this Anreeinenl.
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"Enrollment"means the cocument that an Enrolled Affiliate submils under this Agreement to ploce orders
for Products.
"Enterprise" means an Enrolled Affiliate and the Affiliates for which it is responsible and chooses on its
Enrollment to include in its enterprise.
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"Fixes" means Product fixes, modifications or enhancements, or their derivatives, that Microsoft either
releases generally(such as Product servicelpacks)or provides 10 Customer to address a specific issue.
"License"means the right to download,install,access and use a hroduCt. For cerlain Products, a License
may be available on a fixed term or subscription basis ("Subscription License"). Licenses for Online
Services will be considered Subscription Licenses.
'Microsoft" means the Microsoft Affiliate that has entered Into this Agreement or an Enrollment and its
Affiliates,as appropriate.
"Online Services"means the Microsoil•hoste(I services identified as Online Services in the Product'rerms.
"Online Services Terms" means the additional terms that apply to Customer's uSN Of Onlin(- Services
published on the Volume Licensing Site and'upflaled from time to time,
"Product" means all products identified in the Product Terms, such as all Software, Online Services and
other web-based services,Including pre-release or beta versions.
"Product Terms"means the document that piovides Informatlon about Microsoft Products and Professional
Services available through volume licensing, The Produrl Terms rocument IS published on the Volume
Licensing Site and Is updated from time to time.
"SLA"means Service Level Agreement,whicth specifies the minimum service level for Online Services and
is publishyd on the Volume Licensing Site.
"Software"means licerasnd copies of Microsoft software identified on the Product Terms.Software does not
include Online Services, but Software may be part of an Online Service.
"Software Assurance" Is an offering by Microsoft that provides new version rights and other benefits for
Products as further described in the Produce Temis.
'Trade Secret" means information that is not generally known or readily ascertainable to the public, has
economic value as a resell,and has been subject to reasonable steps under the circumstanCeS to maintain
its secrecy.
"use"or"run" means to copy, install, use,access, display,run or otherwise interact.
"Use Rights"means the use rights or terns of service for each Product published on(lie Volume Licensing
Site and updated from time to time.The Use Rights supersede the terms of any end user license agreement
that accompanies a Product.The Use Rights for Software are published by Microsoft In the Product'Perms.
The Use Rights for Online Services are published in the Online Services Terms.
"Volume Licensing Site" (means hlln:/lwwv..microsofl.comllic r stngleol lr is or a successor site.
2. How the Enterprise program works.
a. General. 'The Enterpriso Grogram consists of the terms and conditions on which an Enrolled
Affiliate may acquire Product Licenses. Under the Enterprise program, Customer and lls
Affiliates may order Licenses foi�Products by entering into Enrollments.
b. Enrollments. The Enterprise program dives Customer andlor its Affiliates the abllity to enter
into one or more Enrollments to-order Products, Subscription Enrollments may be available for
some of these Enrollments. holwithstanding any other provision of this Agreement, only
Enrolled Affiliates identified in �aIn Enrollment will be responsible for complying with the terms
of that Enrotlnnenl, including the terms of this Agreement incorporated by reference to that
Enrollment.
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c. Licenses. The types of Licenses available are (1) Licenses obtained under Software
Assurance(LOA), and(2) Subscription Licenses. These Liconse types, as well as additional
License Types,are further described in the Product List.
3, Licenses for-Products.
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a. License Grant. r0lerosofl grams the Enterprise a non••eXclusive, worldwide and limited right
to clowriload, install and use software Products, and to access and use the Online Services,
each in the quantity ordered wider an Enrollment, The rights granted are subject to the terms
of this Agreement, the Use Rights nrid the Product Terms. Microsoft reserves all rights not
expressly granted in this Agraerrient.
h. OLrr'atlen of Licenses. Subscripllon Licenses and most Software Assurance rights are
temporary and expire when the applicable Enrollment is terminated or expires, unless the
Enrolled Affiliate exercises a buy-out option,which is available for some Subscripllon Licenses.
Except as otherwise noted in the applicable L=nrollnmeni or Use Rights, all other I.Icenses
become perpetual only lrahen all payments for that License have been made and the initial
Enrollment term has expired.
c, Applicable Use Rights.
(I) Products(other than Online Services). The Use Rinhls in effect on file effective dale of
the applicable Enrollment term will apply to Enterprise's use of the version of each Product
that is current at the time, For future versions and new Products.the Use Rights in effect
when those versions and Products are first released will apply. Changes Microsoft makes
to the Use Rights for a particular version will not apply unless the Enrolled Affiliate chooses
to have those changes apply. The Use Rights applicable to perpetual Licenses that were '
acquired under a previous agreement or Enrollment are deternmlned by the Agreement or
Enrollment under which they were acquired. Renewal of Software Assurance does ool
change which Use Rights apply to those Licenses.
(li) Online Services. For Online Services,the Use Rights in effect on the subscription start
date will apply for the subscription term as defined in the Product Terms,
d. Downgrade rights. Enrolled Affiliate may use fan earlier version of a Product other thus Online
Services than the version that is current on the effective date of the Enrollment. For Licenses
acquired In the current Enrollment term,the Use Rights for the current version apply to the use
of the Earlier version. If the eailier Product version Includes features that are not In the new
version, then the Use Rights applicable to the earlier version apply with respect to those
features.
e. New Versloli Rights under Software Assuranco. Enrolled Affiliate must order and maintain
continuous Software Assurance'coverage for each License ordered. With Soflware Assurance
coverage,Enterprise automatically has the right to use a new version of a licensed Product as
soon as it is released,even if Enrolled Arfiliate chooses not to use the new version immedlately
(1) Except as otherwise permitted under an Enrollment, use of the new version will be subject
to the new version's Use Rights.
(ii) If the License for the earlier version of the Product is perpetual at the time the new version
is released, the License for the new version will also be perpetual. Perpetual Licenses
obtained through Sofl..,are Assurance replace any perpetual Licenses for the earlier
version.
f. Li cons e confirmation. This Agreement. the applicable Enrollment, Enrolled Affiliate's order
confirmation, and any documentation evidencing transfers of perpetual Licenses,together with
proof of payment, will lie Enrolled Affiliate's evidence of all Licenses obtained under an
Enrollment.
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41, Reorganizallons, consolidations and privatizations, If the number of licenses covered by
-an Enrollment changes by more than ten percent as a result of (1) a reorganization,
consolidation or privatization of an eotily or an operating division, (2) a privatization of an
Affiliate or an operating division of Enrolled Affiliate or any of its Affiliates,or(3)a consolidation
Including a merger with a third party that has an existing agreement or Enrollment, Microsoft
will walk with Enrolled Affiliate in good faille to detenniras how to accommodate its rhanged
circumstances In the context of This Agreement,
4. Making copies of Products and re-imaging righis.
v. General. Enrolled Alfiliate InO make as many copies of Products, as It needs to distribute
them within the Enterprise. Copies rnu-,t be true and r..omplete (inchldiag copyright and
trademark notices) from mastercopies obtained from a Microsoft approved fulfillment source.
Enrolled Affiliate may use a third party to make these copies,but Enrolled Affiliate agrees If will
be responsible for any third party's actions. Enrolled Affiliate agrees to make reasonable efforts
to notify its employees, agents, and any other individuals who use the Products that the
Products are licensed from Microsofl and subject to the teens of this Agreement.
b. Copies for lraininglevaluation and back-up. For all Products other than Online Services,
Enrolled Affiliate may; (1) use lip to 20 complimentary copies of any licensed Product in a
dedicated training facility on its premises for purposes of training on that pailicutar Product,(2)
use up to 10 complimentary copies of any Products for a 60-day evaluation period, and(3)use
one complimentafy copy of any licensed Product ror back-up or archival purposes lot each of
Its distinct geographic,locations. Trials for Online Services may be available if specified in the
Use Rights.
c. Right to re-Imago, In certain cases, le-irnaging is permitted using the Product media. If Ilia
Microsoft Product Is licensed(1) from an original equipment mtanufacturer(OEM), (2) as a full
packaged Product llaroucdh a retail source,or(3)under another Microsoft program, then medin
provided under this Agreemenllrmay generally be used to create Images for use in place of
coples provided through that separate source, This right is ronditional upon the following;
(I) Separate Licenses must be acquired from the separate source for each Product that ir,re-
imaged,
(H) The Product, language, version, and components of the copies made must be Identical to f
the Procluct, language, version, and all components of the copies they replace and the
ruJrrlber of copies or Instances of Ilia re-imaged Product permitted remains the some.
(III)Except for copies of an opetatisig system and coples of f CO(IUCIS licensed under another
Microsoft program, the Product type (e,g.. Upgrade or full License) re-imaged trust he
identical to the Product type licensed from the separate source.
(Iv)Enrolled Affiliate must adhere to any Producl-specific processes or requirements for re-
Imaging identified In the Product Terms.
Re-imaged Products remain suli)ecl to the terms and use rights of the License acquired from
the separate source-. This subsection does not create or extend any Miclosolt warranty or
support obligation.
5. Transferring and reassigning Licenses.
a. Llconso transfers. License transfers are not permitted, except tilat Customer or an Enrolled
Affiliate may transfer only fully-plaid perpetklul Uceilses to:
(1) an Affiliate, or
(ii) a third party solely in connection will,the transfer of hardware or employees to whom the
Licenses have been assigned as part of(A)a privatization of an Affiliate or agency or of an
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operating division of Enrolled Affiliate or an Affiliate. '(8) a reorganization, or (C) rl
consolidation. I
Upon such transfer, Customer'or Enrolled Affiliate must uninstall and discontinue using the
Ilcensed Product and render any copies unusable.
b. Notification of License Transfer. Enrolled Affiliate niust notify Microsofl of a License transfer
by completing a license transfer form, which can be obtained from
iitln!/v+ww miclosofl cone/Lcenslnct/rrollrslcty and sending Ilia completed form to Microsoft
before the License transfer. No License transfer will be valid unless Enrolled Affiliate provides
to ilia transferee, and the transteree accepts in .,writing, documents sufficient to enable the
transferee to ascertain the sco ie, purpose and limitations of the rights granted by Microsoft
under the licenses being transferred (includingthe applicable Use Rights, use and transfer
reslriolions,warranties and limitations of liability). Any License transfer not made in compliance
with this section will be void, i
c. internal Assignment of Licenses and Software Assurance. Licenses and Soflwsre
I Assurance must be assigned to a single user or device within the Enterprise. Licenses and
Software Assurance may be reassigned within the Enterprise as described in the Use Rights.
fi. Term and termination.
a. Term. The ler,n of this Agreement will be 36 full calendar months from the effective dale ul rless
terminated by either party as described below, Each Enrollment will have the term provided in
that Enrollment.
b. Termination without cause. Ellher party may terminate this Agreement,without cause,upon
60 days'written notice. In the bent of termination, new Enrollments will not he accepted, brit
any existing Enrollment will continue for the term of such Enrollment and will continue to be
governed by this Agreement,
c, Mid-tPrin termination for non-appropriation of Funds. Enrolled Affiliate may terminate this
Agreement or an Enrollment without liability, penalty or further obligation to make payments if
funds to make paynnenls under the Agreement or Enrollment are not appropriated or allocated
by the Enrolled Affiliate for such purpose.
d. Termination for cause. Without limiting any other remedies it may have, either party may
terrttinate an Enrollment if the other party materially breaches its obligations under this
Agreement,including any obligation to subinit orders or pay Invoices. Except where the breach
is by Its nature not curable witin 30 days, the terminating party must give the other party 30
days'notice of its intent to terml'nate and an opportunity to cure the breach,
If Microsoft gives such notice to an Enrolled Affiliato, Microsoft also will give Customer a copy
of that notice and Customer agrees to help resolve the breach. If the breach affects other
Enrollments and cannot be resolved between Microsoft and Enrolled Affiliate, together with
Customer's help, within a reasonable period or time, Microsoft may terminate this Agreement
and all Enrollments under it. If an Enrolled Affiliate ceases to be Customer's Affiliate, it nnust
promplly notify Microsoft, and Microsoft may terminate the former Affiliate's Enrollment If an
Enrolled Affiliate terminates Its Enrollment as a result of a breach by Microsoft, or if Microsoft
terminates an Enrollment because Enrolled Affiliate ceases to be Customer's Affiliate, then
Enrolled Affiliate will have the early termination rights described in the Enrollment,
e. Early termination. If(1)an Enrolled Affiliate terminates Its Enrollment as a result of a breach
by Microsoft, or(Z) if Microsoft terminates an Enrollment because the Enrolled Affiliate has
ceased to be(it)Affiliate of Customer,or(3)Enrolled Affiliate terminates an Enrollment for non-
aplxoprlalion of funds,or(4)Microsoft terminates an Enrollment for non-payment due to non-
appropriation of funds. than the Enrolled Affiliate will have the following options:
(1) It may immediately pay the total remaining amount due,including all in0allmen1s, In which
case, the Enrolled Affiliate i ill have perpetual rights for all Licenses it has ordered;or
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(11) II may pay only amounts due as of the termination elate,In which case the Enrolled Affiliate
will have perpetiml Licenses for:
1) all copies of Products (inclu(.Iing the latest version of Products ordered under SA
coverage in the current term)for which payment has been made in full, and
2) Iho number of copies of Products it his ordered (including the latest version of
Products ordered under Software Assurance coverage in current term) that is
proportional to the total of installment payments paid versus total amounts due (paid
and payable) if the early termination had not occurred.
(ili) In the case of early termination under subscription Enrollments, Enrolled Affiliate will have
the following options: i
•I) For eligible Products, Enrolled Affiliate may obtain perpetual Licenses as described In
the section of the Enroll rent titled"Buy-out option,"provident that Microsoft receives
the buy-out order for those Licenses within 60 clays after Enrolled Affiliate provides
notice of termination.
2) Irk the event of a breach by Microsoft, If Customer chooses not to exercise a buy-out
option, Microsoft will issue Enrolled Affilaite a credit for any amount paid in advance
for Subscription Licenses that the Enterprise will not be able to use to do the
tormination of the EnroOnent.
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Nothing In this section shall affect perpetual License rights acquired either in a separate
agreement or,In a prior term of the terminated Enrollment.
C Effect of termination or expirallon. When an Enrollment expires or is terminated,
(i) Enrolled Affiliate must order ILicenses for all copies of Products it has run for which it has
not previously submitted an order. Any and all unpaid payments lot'any order of piny kind
remain clue and payable. Except os provided in the subsection titled"Early termination,"all
unpaid payments for Licenses immediately become due and payable.
(II) Enrolled Affiliate's right to Software Assurance benefits under this Agreement ends if it
does not renew Software Assurance.
g. Modification or terminmtlon of an Online Service for rogul-itory reasons. Microsoft way
modify or terminate an Online,Service where there is any current or future government
requirement or obligation that: !(1) subjects Microsoft to any regulation or requirement not
generally applicable to businesses operating in the jurisdiction; (2) presents o hardship for
Microsoft to continue operating the Online Service without modification; ondlor (3) causes
Microsoft to believe these lerms or the Online Service may conflict with any such requirement
or obligation.
h. Program updates. Microsoft nnay make changes to this program that will maka it necessary
for Customer and its Enrolled Affiliates to enter Into new agreements and Enrollments at the
lime of an Enrollment renewal.
7. Use, ownership, rights, Ad restrictions.
a. Products. Unless otherwise specified in a supplemental agreement, use of any Product is
governed by tho Use Rights specific to each Product and version and by the terms of the
applicable supplemental agreement.
b. Fixes. Each Fix is licensed under the same terms as the Product to which it applies. If a Fix is
not provided for a specific Product,any use rights Microsoft provides with the Fix will apply.
c. Non-(Microsoft software tend technology. Enrolled Affiliale is solely responsible for ony not)-
Microsoft software or lechnology that It installs or uses with the Products or fixes.
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d, Restrictions. Enrolled Affiliate must not (and is riot licensed to) (t) reverse engineer,
decompile, or disassemble any.Product or Fix; (2) install or use non-fdlicrosofl software or
technology in any way that would subject Microsoft's intellectual properly or technology to any
other license terms; or (3) work around any technical limitations In a Product or Fix or
restrictions in Product documentation. Customer must not (and is not licensed to)O separate
and urn parts of a Product or Fix on rnore than one device, upgrade or,downgrade parts of a
Product or Fix at different times,or transfer parts of a Product or Fix,separately;or(it)distribute,
sublicense, rent, lease, lend any Products or Fixes; in whole or In part, or use them to offer
hosting services to a third party.'
e. Reservation of rights. Products and Fixes are protected by copyright and other Intellectual
property rights laws and International treaties. FAlcrosoft reserves all rights not expressly
granted in this agreement. No righls will be granted or,implied by waiver or estoppel. Rights
to access or use Software on a device do not give Customer any right to Implement Microsoft
patents or other Microsoft Intellectual property In the device Itself or in any other software or
devices.
S. Confidentiality.
"Confidential Information"Is non-public information that is designated`confidential"or that a reasonable
person should understAnd is confidential,including Customer Data.Confidential Information does not
include information that(a)becomes publicly available without a breach of this agreement, (b)the
receiving party received lawfully frorn another source without a confldentlaiity obligation, (c)Is
Independently developed,or(d) is a comment or suggestion volunteered about the other party's
business,products or services. `
Each party will take reasonable steps to protect the other's Confidential Information and will use the other
parly's Confidential Information only for purposes of the parties'business relationship. Neither party will
disclose that Confidential Information to third parties, except to its employees,Affiliates, contractors,
advisors and consultants('Representatives")and then only on is need-to-know basis under nondisclosure:
obligations at least as protective as this agreement.Each party remains responsible for the use of(lie
Confidential Information by its Representatives and, in the event of discovery of any unauthorized use or
disclosure,must promptly notify the other party.
A party me y disclose the other's Confidential Information if required by law; but only after It notifies the
other party(if legally permissible)to enable the other party to seek a protective order,.
Neither party is required to restrict work assl'gnments of its Represenlatives who have had access to
Confidential Information Each party agrees that the use of Information retained in Representatives'
unaided memories in the development or deployment of the parties'respective products or services does
not create liability under this Agreement or trade secret law, and each party agrees to limit what it
discloses to the other accordingly,
These obligations apply (i) for Customer [data until it is deleted from the Online Services, and (11) for all
other Confidential Information,for a period of five years after a party receives the Confidential Information,
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9. Privacy and compliance with laws.
a. Enrolled Affiliate consents to the processing of personal information by Microsoft and Its agents
to facilitate the subject matter 'of this Agreement. Enrolled Affiliate will obtain all required
consents from third parties under applicable privacy and data protection law before providing
personal information to Microsoft.
h. Personal information collected under this agreement (i) may be transferred, stored and
processed in the United States or any other country In which Microsoft or its service providers
maintain facilities and (11) will be subject to the privacy terms specified in the Use Rights.
Microsoft will abide by the requirements of European Economic Area and Swiss data protection
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law regarding the collection, use, transfer, retention, and other processing of personal clata
fiorn the European Ecoii rmic Arr,2 and Switzeiland,
c, U.S.export, Products and Fixes are subject to U.S. export jurisdiction. Enrolled Affiliate must
comply with all applicable international and national laws, including the U.S. Export
Administration Regulations and'International Traffic; in Arms Regulations, and end-user, end
use and destination restrictions issued by U.S. and other governments related to Microsoft
products, services and technologies.
10, Warranties.
a, Limited warranties and remedies.
(1) Software. Microsoft warrants that each version of the Software will perform substantially
as described in the applicable ProdLIGI documentation for one year from the date the
Enterprise is first licenseclllor that version. It it does not and the Enterprise notifies
Microsoft within the warranty term, then Microsoft will, at its option (t) return the price
Enrolled Affiliate paid for the Software license, or(2)repair or replace the Software.
(ii) Online Services, Microsoft warrants that each Online Service will perform In accordance
Will the applicable SLA during the Enterprise's use. The Enterprise's remedies for breach
of this warranty are in the SLA.
The remedies above are the Enterprise's sole remedies for breach of the warranties In This
section. Customer walves any breach of warranty claims not made during the warranty period.
b. Exclusions, The warranties in this agreement do not apply to problems caused by accident,
abuse,or use In a manner inconsistent with This Agreernenl, Including failure to meet minimum
system requirements, These'warranties do not apply to free, trial, pre-retea%e, v beta
products,or to components of Products that Enrolled Affiliate Is permitted to redistribute.
c. Disclaimer, Except for the 'lirnited warranties above, Microsoft provides no other
warranties or conditions and disclaims any other express, implied, or statutory
warranties,including warranties of quality,title, non-infringement,merchantability, and
fitness for a particular purpose.
11. Defense of third party claims.
The parties will defend each other against the third-party claims described in this section and will pay the
amount of any resulting adverse final judginient or approved settlement, but only if the defending party is
promptly notifled in writing of the claim and lias the right to control the defense and any settlement of it. The
party being defended must provide the defending party with all requested assistance. information, and
authority,The defending party will reimburse the other party for reasonable out-of-pocket expenses it incurs
in providing assistance.This section describes the parties'sole remedies and entire liability for such claims.
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n. By Microsoft. Microsoft will defend Enrolled Affiliate against any third-party claim to the extent
it alleges Ihal a Product or Fix made available by Microsoft for a lee and used within the scope
of the license granted(unmodified from the form provided by Microsoft and not combined with
3nylhinI) else) misappropriates a trade secret or directly infringes a patent, copyright,
lrodcmarlc or other proprietary right of a third party, If Microsoft is unable to resolve a claim of
Infringement under commercially reasonable terms, it may, at its option, either (1) modify or
replace the Product or Fix with a functional equivalent; or (2) terminate Enrolled Affiliate's
license and refund any prepaid license fees (less depreciation on a five-year, straight-line
basis) for perpetual licenses and any amount paid for Online Services for any usage period
after the lerminatIon date. Microsoft will not be liable for oil yclainis or damages clue to Enrolled
Affiliate's continued use of a Pro Idoct or Fix after being notified to stop due to a third-party claim,
b, By Enrolled Affiliate. To the extent permitted by applicable law, Enrolled Affiliate will defend
Microsofl against any third-party claim to the extent It alleges that: (t) any Customer Data or
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non-Microsoft software hosted in an Online Service by Microsoft on Enrolled Affiliate's behalf
misappropriates a trade secret or directly infringes a patent, copyright, trademark, or other
proprietary right of a third pasty;or(2) Enrolled Affiliate's use of any Product or Fix., alone or in
combination with anything else,violates the la-.v or damages a third party.
12. Limitation of liability. ,
For each Product, each pa►ly's maximum, ag(IreyatC liability to the other under this Agreement is limited
to direct damages finally awarded in an amount not to exceed the amounts Enrolled Affiliate was required
to pay for the applic7blo Products diming the Iterm of this Agreement, subject to the following:
a. Online Sorvicos, Por Online Services, Microsoft's maximum liability to Enrolled Affiliate For
any incident giving rise to a claim will not exceed the amount Enrolled Affiliate paid for the
Online Servlce during the 12 months before the incident.
b. Free Products and Dlstributalilo Code, For Products provided free of charge and code
that Enrolled Affiliate Is authorized to redistribute to Ihird parties without separate payment to
Microsoft, Microsoft's liability is limiter) to direct damages finally awarded up to USS5,000.
c. Exctuslons. In no event will either party be liable for indirect, incidental, special, punitive, or
consequential domages,or for loss of use, loss of businpss information, loss of revenue,or
interruption of business, howevdr caused or on any theory of liability.
d. Excoptions. No lirnit:ition or exclusions will apply to liability arising out of either party's(1)
confidentiality obligations(except for all liability related to Cuslomer Data, which will remain
subject to the limitations and exclusions above); (2)defense obligations;or(3) violnlion of the
other party's inlellectuail property rights.
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13. Verifying compliance.
a. Right to verify compliance. Enrolled Affiliate must keep records relating to all use and
distribution of Products by Enrolled Affiliate anti its Affiliates. Microsoft has the right, at Its
expense, to the extent permitted by applicable haw, to verify compliance with the Product's
license terms, Enrolled Affiliafe must promptly provide the Independent auditor with ally
information the auditor reasonably requests in furtherance of the verification, Including access
to systems running the Products and evidence of Licenses for Products Enrolled Affiliate hosts,
sublicenses, or dishibutes to third parties. Enrolled Affiliate agrees to complete Microsoft's
self-audit process,which Microsoft may require as an alternative to a third party audit.
b. Rernedles for non-compliance. if verification or self-audit reveals any unlicensed rose or
distribution, then within 30 days', (1) Enrolled Arffliate must order sufficient Licenses to cover
that use or distribution,and (2) if unlicensed use or distribution is 5%or more.Enrolled Affiliate
must reimburse Microsoft for the cost Microsoft has incurred In verification and acquire the
necessary oddilianal licenses at '125% of the price based on the then•currenl price list and
Enrolled Affiliate price level. The unlicensed use percentage Is based on the total number of
licenses purchased compared td actual Install base. If there is no unlicensed use,Microsoft will
not subject Enrolled Affiliate to(another verification for at least one year, By exercising the
rights and procedures described above, Microsoft does not waive its rights to enforce this
Agreement or to protect Its Intel l Ieclual property by any other means permitted by law,
c, Verification process. Microsofl will notify Enrolled Affiliate at least 30 days in advance of its
Intent to verify Enrolled Affiliate''s compliance will)the license terms for the Products Enrolled
Affiliate and its Affiliates use or distribute. Microsoft will engage an independent auditor,which
will be subject to a confidentiality obligation. Any information collected In the self-audil will be
used solely for purposes of determining compliance. This verification will lake place during
normal business hours and in a manner that does not Interfere unreasonably with Enrolled
Affiliate's operations.
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14. Miscellaneous.
a. Use of contractors. Microsult may use contractors td perform seances,but will be responsible
for their performance subject to the terms of this Agreement.
b. Microsoft as independent contractor. The parties are independent contractors. Enrolled
Affiliate and Microsoft each indy develop products independently without using the other's
Confidential Information.
c. Notices. Notices to Microsoft must be sent to the address on the signature form. Notices inusl
be in writing and will be treated its delivered on the date shown on the relurn receipt or on the
courier or fax confirmation of delivery. Microsoft may provide information to Enrolled Affiliate
about upcoming ordering deadlines, services, and subscription information in electronic form,
including by email to contacts provided by Enrolled Affiliate. Eniails will he treated as delivered
on the transmisstnn date.
d. Agreement not exclusim Customer is free to enter into agreements to license, use or
promote non-Microsoft products.
e. Amendments. Any amendment to this Agreement must be executed by both parties, except
that Microsoft may change the Product Terms and the Use Rights from time to time in
accordance with the terms of this Agreemenl. Any conflicting (erns and conditions contained
in an Enrolled Affiliate's purchase order will not apply. Microsoft may require Customer to sign
a newagreement or an amendment before an Enrolled Affiliate enters Into an Enrollment under
this agreement. i
f. Assignment. Either pearly may assign this Agreement to an Affiliate, but must notl(y the other
party in writing-of the assignment. Any other proposed assignment must be approved by the
non-assigning party in writing.Assignment will nol relieve the assigning party of its obligations
under the assigned agreement Any attempted assignment Without required approval will be
void. i
c}. Applicable law; dispute resolution. The terms of this Agreement will be governed by the
laws of Cuslomr:r's stnie,wilharit giving effect to its conflict of laws. Disputes relating to this
Agreement will be subject to splilicable dispute resolution laws of Customer's stale.
h. Severabllity. It any provision Inythls agreement is held lobe unenforceable,the balance of the
ngreeinent will remain in full force and effect.
I. Waiver. Failure to enforce any,provision of this agreement will not constitute a waiver. Any
waiver must be in writing and signed by the waiving party.
J. No thlyd•parfy beneficiaries. This Agreement does not create any third-party boneficlary
rights. i
k, Survival. All provisions survive termination or expiration of this AgrPenient except those
requiring performance only dwhig the teem of the Agreement.
I. Managomcnt and Reporting. Customer andtor Enrolled Affiliate may manage account details
(e.g., contacts, orders, Licenses, software downloads) on Microsoft's Volume Licensing
Service Center ("VLSC") web site (or successor site) at:
httJts.tlww>y m_crosqlt cymlllcensing/servn.ecenter. Upon the effective date or this Agreement
and any Enr( ills, the contacts) identified for this purpose will be provided access to This
site and may aulhorixe nddilional users and contacts.
m. Order of precedence, In llte case of a conflict between any documents In this Agreement that
Is not expressly resolved in Ihos6 documents,their terms will control In lite following order from
highest to lowest priority; (1) this Enterprise Agreement, (2) any Enrollment, (3) the Product
Terms,(h)the Online Services Perms,(S)orders submitted under this Agreement, and(6)any
other documents in this Agreement. Terms In ,,n amendrnenl cuntrol over the amended
document and any prior amen(Irnents concerninro the same subject matter.
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n. Free Products. It is Microsoft's intent that the ternis of this Agreement and the Use Rights be
In compliance with all applicable federal law and regulations, Any free Product provided to
Enrolled Affiliate is for the sole use and benefit of the Enrolled Affiliate,and Is not provided for
use by or personal benefit of any specific government employee.
o. Voluntary Product Accessibility Templates. Microsoft supports the government's obligation
to provide Accessible technologies to its citizen;;with disabilities as required by Section 508 of
the Rehabilitation Act of 1973, and its stale law counterparts. The Voluntary Product
Accessibility Templates("VPATs")fof Ute Microsoft technologies used In providing Ilia Online
Services can be Found at Microsoft's VPAT page. Further information regarding Mierasaft's
commitment to accessibility can be found at hllp/rw r.ndcrosofl.eofn/enable.
p. Natural disaster. In the event of is "naturrl disaster," Microsoft may provide additional
assistance or rights by posting them on l)ltp',1L�..,��,t�iicLQ2ofl.00m at such time,
q. Copyright violation. Except as set forth in the section above entitled "Transferring and
reassigning Licenses",the Enrolled Affiliate agrees to pay for,and comply with the terms of this
Agreement and the Use Rights, for Ilia Products It uses. Except to the extent Enrolled Affiliate
Is licensed Lindthr this Agmem4n1, it will be responsible lot' its breach of this contfact and
violation of Microsoft's copyright in the Proclucls, including payment of License fees specified
In this Agreement for unlicensed use.
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FOR ACCOUNTING USE ONLY:
O rg: 31112425
Account No. 7309/7311