HomeMy WebLinkAboutAgreement A-25-513 with Microsoft.pdf Agreement No. 25-513
Im Microsoft
Microsoft Enterprise Services Work Order
Work Order Number GVS12510-1027979-1027979
(Microsoft Affiliate to complete)
This Work Order consists of the terms and conditions below, and the provisions of the Microsoft
Master Services Agreement reference U5105344 , effective as of 09/18/2012 (the "Agreement"),
the provisions of the Description of Services applicable to the Professional Services identified in
this Work Order, and any attachments or exhibits referenced in this Work Order, all of which are
incorporated herein by this reference. In this Work Order "Customer," "you," or"your" means the
undersigned customer or its affiliate and "Microsoft", "we," "us," or "our" means the undersigned
Microsoft affiliate.
By signing below the parties acknowledge and agree to be bound to the terms of this Work Order,
the Agreement and all other provisions incorporated in them. This Work Order is effective as of
the date that Microsoft signs this Work Order. Regardless of any terms and conditions contained
in a purchase order, if any, the terms of this Work Order apply.
Name of Customer(please print)
County of Fresno
Signature
Name of person signing (please print)
Ernest Buddy Mendes
Title of person signing (please print)
Chairman of the Board of Supervisors of the County of Fresno
Signature date
�v- -7-aoas
Name of Customer or its Affiliate that executed the Agreement (if different from
Customer above)
EnterpriseServicesWorkOrderv9.0(WW)(ENG)(Jul2022) ATTEST: Pagel of 9
BE
FOR ACCOUNTING USE ONLY: Clerrkk o of f the
E. SEIDEL
the Board of Supervisors
ORG No.:8905 County of Fresno,State of California
Account No.:7309
By.
Fund No.:1020
Subclass No.: 10000
Deputy
ME Microsoft
Microsoft
Name
Microsoft Corporation
Signature
Name of person signing (please print)
Nishant Agrawal
Title of person signing (please print)
Services Account Executive
Signature date (effective date)
9/22/25
Does Customer issue or require a Customer purchase order for the payment of Microsoft
Services? ❑Yes or Z No
If "No" is selected above, Customer represents and warrants that it does not require purchase
order(s) be submitted to Microsoft for payment of the Microsoft Services Fees listed herein.
Customer will not withhold payment of Microsoft's invoice due to the absence of a purchase order
reference.
If no purchase order is required, Customer must complete "Customer invoice information" below
and ensure it is accurate or revised in a timely manner. Further, the below "Customer invoice
information" must be completed prior to: (a) Customer signing this Work Order; and (b) Microsoft
invoicing Customer.
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Customer invoice information
Name of Customer Contact Name (Receives invoices under this Work Order)
County of Fresno ITSD
BarneyJames
Street Address Contact E-Mail Address
333 W Pontiac Way b'ames@fresnocountyca.gov
City State/Province Phone
CLOVIS 5596006200
California
Country Postal Code Fax
United States 93612-5613
Support Services and Fees
Term.
Microsoft Enterprise Support Services will commence on 10/12/2025 (the "Support
Commencement Date") and will expire on 10/11/2026 (the "Support Expiration Date").
Description of Services.
Please refer to the current Unified Support Services Description ("USSD") which will be
incorporated by reference and is published by Microsoft from time to time at
www.microsoft.com/unified-support-services-description. Microsoft may update the support
services you purchase under this agreement from time to time, provided that the level of support
services you purchase will not materially decrease during the current Term.
Services by Support Location:
EnterpriseUnified Proactive Services Add on I Unified Proactive Svcs Enterprise Modern Work - 2025-
.
Quantity Service Service Type
Included Service Delivery Management Extended Service Delivery
Management
430 ea Proactive Credits Proactive Credits
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SupportUnified Enterprise
0 .
Quantity
Included Enterprise Advisory Support Hours As-needed Advisory Services
Included Enterprise Azure Problem Resolution Hours As- Problem Resolution
needed Support
Included Enterprise On-demand Assessment On-Demand Assessment
Included Enterprise On-Demand Assessment - Setup and On-Demand Assessment
Config Service As-needed Remote
Included Enterprise On-Demand Education On-Demand Education
Included Enterprise Online Support Portal Administrative
Included Enterprise Problem Resolution Hours As-needed Problem Resolution
Support
Included Enterprise Reactive Support Management Service Delivery
Management
Included Enterprise Service Delivery Management Service Delivery
Management
Included Enterprise Webcasts As-Needed Webcast
Included Reactive Enabled Contacts Problem Resolution
Support
Support Services Fees.
The items listed in the table above represent the services that Customer has pre-purchased for
use during the term of this Work Order, and applicable fees are shown in the table below.
Microsoft Support Services are a non-refundable, prepaid service.
Before Microsoft commences or continues provision of Microsoft Support Services, Microsoft
must receive a signed copy of this Work Order and Customer's payment, purchase order or, if
applicable, completed Customer invoice information above. Microsoft will invoice Customer, and
Customer agrees to pay Microsoft within 30 calendar days of the date of Microsoft invoice.
Microsoft reserves the right to adjust Microsoft fees prior to entering into any changes to the
Microsoft Support Services ordered herein.
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On Microsoft
Services Summary Billing Date Fee USID
Unified Proactive Services Add on I Unified 10/12/2025 56,570.00
Proactive Svcs Enterprise Modern Work - 2025-26
Unified Enterprise Support - 2025-26 10/12/2025 275,175.24
Subtotal 331,745.24
Flex Allowance (55,035.05)
Total Fees (excluding taxes) 276,710.19
Billing Schedule Billing Date Fee USD
One Time Payment 10/12/2025 276,710.19
Total Fees (excluding taxes) 276,710.19
Support for Microsoft Products
Microsoft will provide support for Customer's licensed, commercially released, and generally
available Microsoft products, and cloud services subscriptions purchased by Customer or
Customer's Affiliate: i) under the licensing enrollments and agreements, as indicated in Appendix
A; and ii) during the Term of this Work Order. Such products and subscriptions exclude those
purchased by any party that is not Customer's Affiliate as of the Support Commencement Date.
Customer Named Contact(s).
Any changes to the named contacts should be submitted to Microsoft Contact.
Name of Customer Support Service Administrator
Barney James
Street Address Contact E-Mail Address
333 W Pontiac Way bjames@fresnocountyca.gov
City State/Province Phone
CLOVIS CA 5596006200
Country Postal Code Fax
United States 93612
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Use, ownership, restrictions and rights.
Products.
"Product" means all products identified in the Product Terms, such as all Software, Online Services
and other web-based services, including pre-release or beta versions. Product availability may
vary by region. "Product Terms" means the information about Microsoft Products and Professional
Services available through volume licensing. The Product Terms are published on the Volume
Licensing Site and is updated from time to time. "Volume Licensing Site" means
http://www.microsoft.com/licensing/contracts or a successor site.
All products and related solutions provided under this Work Order will be licensed according to
the terms of the license agreement packaged with or otherwise applicable to such product.
Customer is responsible for paying any licensing fees associated with Products.
Fixes.
"Fixes" means Product fixes, modifications, enhancements, or their derivatives, that Microsoft
either releases generally (such as service packs), or that Microsoft provides to Customer when
performing Professional Services (all support, planning, consulting and other professional services
or advice, including any resulting deliverables provided to Customer under this Work Order, to
address a specific issue. "Professional Services" means Product support services and Microsoft
consulting services provided to Customer under this Work Order. "Professional Services" or
"services" does not include Online Services, unless specifically noted.
Fixes are licensed according to the license terms applicable to the Product to which those Fixes
relate. If the Fixes are not provided for a specific Product, any other use terms Microsoft provides
with the Fixes will apply.
Pre-existing Work.
"Pre-existing Work" means any computer code or other written materials developed or otherwise
obtained independent of this Work Order.
All rights in Pre-existing Work shall remain the sole property of the party providing the Pre-
existing Work. Each party may use, reproduce and modify the other party's Pre-existing Work only
as needed to perform obligations related to Professional Services.
Services Deliverables.
"Services Deliverables" means any computer code or materials, other than Products or Fixes that
Microsoft leaves with Customer at the conclusion of Microsoft's performance of Professional
Services. Upon payment in full for the Professional Services, Microsoft grants Customer a non-
exclusive, non-transferable perpetual, fully paid-up license to reproduce, use and modify the
Services Deliverable, solely in the form delivered to Customer and solely for Customer's internal
business purposes, subject to the terms and conditions of this Work Order.
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Non-Microsoft software and technology.
Customer is solely responsible for any non-Microsoft software or technology that it installs or uses
with the Products, Fixes, or Services Deliverables.
Affiliates' rights
"Affiliate" means any legal entity that controls, is controlled by, or that is under common control
with a party. "Control" means ownership of more than a 50% interest of voting securities in an
entity or the power to direct the management and policies of an entity.
Customer may sublicense the rights contained in this section relating to Services Deliverables to
its Affiliates, but Customer's Affiliates may not sublicense these rights and Customer's Affiliates'
use must be consistent with the license terms contained in this Work Order.
Restrictions on use.
Customer must not (and is not licensed to) (1) reverse engineer, decompile or disassemble any
Product, Fix, or Services Deliverable; (2) install or use non-Microsoft software or technology in any
way that would subject Microsoft's intellectual property or technology to any other license terms;
or (3) work around any technical limitations in a Product, Fix or Services Deliverable or restrictions
in Product documentation. Except as expressly permitted in this Work Order or Product
documentation, Customer must not(and is not licensed to) (1) separate and run parts of a Product
or Fix on more than one device, upgrade or downgrade parts of a Product or Fix at different times,
or transfer parts of a Product or Fix separately; or (2) distribute, sublicense, rent, lease, lend any
Products, Fixes, or Services Deliverables, in whole or in part, or use them to offer hosting services
to a third party.
Reservation of rights.
Products, Fixes, and Services Deliverables are protected by copyright and other intellectual
property rights laws and international treaties. Microsoft reserves all rights not expressly granted
in this agreement. No rights will be granted or implied by waiver or estoppel. Rights to access or
use Software on a device do not give Customer any right to implement Microsoft patents or other
Microsoft intellectual property in the device itself or in any other software or devices.
Microsoft Professional Services Data Protection Addendum and
Confidentiality.
"Professional Services Data" means all data, including all text, sound, video, image files, or
software, that are provided to Microsoft by, or on behalf of, Customer (or that Customer
authorizes Microsoft to obtain from an Online Service) or otherwise obtained or processed by or
on behalf of Microsoft through an engagement with Microsoft to obtain Professional Services.
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On Microsoft
The data protection terms applying to Professional Services in effect on the effective date of this
Work Order and available at https://aka.ms/eswodpa are incorporated herein by this reference.
For liability arising out of either party's confidentiality obligations relating to Professional Services
Data provided under this Work Order, each party's maximum, aggregate liability to the other is
limited to direct damages finally awarded in an amount not to exceed the amounts Customer paid
for the applicable Professional Services under this Work Order.
Microsoft Contact
Customer contact for questions and notices about this Work Order.
Microsoft Contact Name
Nishant Agrawal
Phone Contact E-Mail Address
nishant.agrawal@microsoft.com
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ME Microsoft
Appendix A
As of the Support Commencement Date, below is a list of your declared licensing enrollments and
agreements for which Microsoft will provide support services as defined within this Work Order.
Customer Name Licensing Program Licensing Enrollment/Agreement
Number/Billing Account ID
COUNTY OF FRESNO Select Plus 7756479
COUNTY OF FRESNO MCA b770bda9-9fdf-42b0-a7ef-b66381b859f7_2019-05-31
COUNTY OF FRESNO Enterprise 6 71300342
COUNTY OF FRESNO Enterprise 6 65893006
COUNTY OF FRESNO Enterprise 6 64992141
COUNTY OF FRESNO Enterprise 6 81494257
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