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05-05-2020 - AGENDA ITEM 05 CONSIDERATION OF CONTRACT FOR MICROSOFT ENTERPRISE AGREEMENT WITH SOFTWAREONEAGENDA ITEM NO.5 Xft AGENDA STAFF REPORT City of West Covina I Office of the City Manager DATE: May 5, 2020 TO: Mayor and City Council FROM: David Carmany City Manager SUBJECT: CONSIDERATION OF CONTRACT FOR MICROSOFT ENTERPRISE AGREEMENT WITH SOFTWAREONE RECOMMENDATION: It is recommended that the City Council authorize the City Manager, to execute a three-year agreement, in a form approved by the City Attorney, with SoftwareOne in the amount of $159,992.47 per year (a total of $479,977.41) to provide a Microsoft Enterprise Agreement for the City of West Covina based on the terms and conditions of the County of Riverside Master Microsoft Enterprise Agreement #8084445 with Microsoft Corporation. BACKGROUND: The City of West Covina's current three-year agreement with SoftwareOne which began in 2017 ends on June 30, 2020. The City's current Microsoft Enterprise Agreement (EA) covers all City departments. This EA helps realize cost savings and reduces redundancy. The County of Riverside has executed a Microsoft Enterprise License Solution Provider Agreement that may be leveraged by all California State and local government agencies, including the City of West Covina. By utilizing the County of Riverside Agreement, the City of West Covina is able to obtain the deepest discounts on the cost of Microsoft software licenses authorized by Microsoft in the State of California. DISCUSSION: Staff has worked with Microsoft to assess current use and needs for software products such as Office, Windows server and desktop, SQL, and Windows Exchange. Through the EA agreement, the City provides employees with essential software to perform job functions. To maintain functionality and keep communication standards with outside organizations; the City has standardized on the use of Microsoft Windows, Office, and Microsoft Server. There is an increase in SQL licenses due to new databases as well as an increase demand for email since more systems are going online, requiring staff that previously did not have email to be added. The EA provides the City with access to new software released for covered products, and includes access to support. In addition, this agreement makes available to licensees Software Assurance, Microsoft's enhanced maintenance program that helps customers get the most out of their software investments and provides access to valuable benefits including training, deployment planning, software upgrades, and product support. The City will be able to process and pay Software Assurance annually instead of making one up -front payment; Licensing Solution Provider Agreement Number PSA-0001530 Exhibit A Microsoft Enterprise license subscription and services Line Description Price Level Marku Enterprise Online Services" (including Full USLs, From SA USLs, 1 Add-ons and Step Ups) M365 E3 and E5, Enterprise Mobility+ Level D Security E3 and E5, Office 365 Enterprise El or E3, Windows 10 Minus 2% 2.10 Enterprise E3 or E5. 2 Enterprise Products Office 365 Pro Plus, Windows 10 Enterprise, Core CAL Suite, Enter rise CAL Suite. Level D 2.10 Additional Products M365 Fl, M365 E5 Compliance, M365 E5 3 Security, Office 365 Enterprise Fl, Project Online, Visio Online Plan Level D 2.10 1 or Plan 2, Dynamics 365, Azure, SQL Server, Windows Server, etc. Server and Tools Product (applies to Server and Cloud Enrollments 4 only) SharePoint Server, SQL Server, BizTallc Server, Visual Studio, Level D 2.10 Core Infiastructure Suites, etc. 5 All products for Select Plus Agree -nent No.7756479. 350 . 6 Microsoft Premier Su Support 2.0 2.10 7 Microsoft Unified Support Services 8 Microsoft Consulting Services 1 20.00 Page 6 of 11 Licensing Solution Provider Agreement Number PSA-0001530 Exhibit B License Support Provider (LSP) service rates Line Description Certified Competency Yes/No) Hourly Rate Data and Artificial Intelligent 1 Build Intelligent Apps Yes $175 2 Build Intelligent Agents Yes $175 3 Machine Learning Yes $175 4 Internet ofThings Yes $175 5 Globally distributed data Yes $175 6 OSS Databases Yes $175 7 CIoud Scale Analytics Yes $175 8 Data Platform Modernization to Azure Yes $175 9 Windows Server on Azure Yes $175 10 security & Management Yes $175 11 Datacenter Migration Yes $175 12 Modem Business Intelligence Yes $175 Biz Apps 1 Customer Service No $175 2 Field Service No $175 3 Marketing No $175 4 Talent No $175 5 Finance and Operations No $175 6 Business Central No $175 7 Power Apps Yes $175 8 PowerBI Yes $175 Apps and Infrastructure 1 Azure Stack Yes $175 2 High Performance Compute Yes $175 3 Cloud Native Apps using Serverless Yes $175 4 Modernize A s Yes $175 5 SAP on Azure Yes $175 6 Linux on Azure Yes $175 7 Dev 0 s Yes $175 8 Business Continuity & Disaster Recove Yes $175 9 Windows Server on Azure Yes $175 10 Security & Management Yes $175 11 Datacenter Migration Yes $175 Page 7 of 11 Licensing Solution Provider Agreement Number PSA-0001530 Exhibit B (cont.) License Support Provider (LSP) service rates Line Description Certified Competency (Yes/No) Hourly Rate Modern Workplace 1 User Adoption & Change Management Yes $175 2 Security Yes $175 3 GDPR&Compliance Yes $175 4 Teamwork Yes $175 5 Calling & Meetings Yes $175 6 Modem Desktop Yes $175 7 Office 365 IvEgration Assistance Yes $175 7a Mail Yes $175 7b Teams Yes $175 7c SharePoint Yes $175 7d OneDrive Yes $175 Page 8 of 11 Licensing Solution Provider Agreement Number PSA-0001530 Exhibit C Microsoft LSP Participation Form DAVE, ROGERS 1EN 1 R1lIL11-ACo Assfn isac Chief L-cative ME— p� Enter prise Applicntious Brveau Chief lnn m,auon ORiecr R (✓ I T GUSTAVO VAZQUEZ. ACID """"""' Converged C.—ranieations B—au JMl SNRTIT t'ubtic sntety Eaterpnse com.... i atiuns Chiet'Teehnoloev Officer GIL h1E11k ACIO Techaoloay Sen•ieesIIrnea u Microsoft LSP Participation Form (RFQ #R1VCO-2020-RFQ-0000048 Attachment 3) Complete this form and -turn to: Payment should be made to: Riverside County hrfonnation Technology Attention: Rick Hai 3450 14th Street, Fourth Floor E-mail: RHai�Triv Riverside, CA 92501 County ofRiversid. TIN #: 95-6000930 Company Name: Software One, Inc. Name: Shelly Bodine Title: SLED General Manna - Address: 20875 Ctossroad. Ci, STE 1 City: Waukesha. WI Zip Code: 53186Telephone ik 800-400-9855 Fax #: Email: Sbcllv.l3odine2Sothv... ONE eom The County of Riverside is the host of the Microsoft Master Agreement No. 8084445. All questians regarding the products and licensing should be directed to Microsoft. By signing below, I am agreeing to pay the participation fees for each emollment that isestablished by leveraging the County of Riverside Master Agreement in accordance to the schedule referenced on RFQ #RIVCO-2020-RFQ-0000048 and any subsequent contracts and / or amendments. By signing below, I also agree that all enrollments will be submitted to Microsoft direct, to report enrollment activity and comply to the payment schedule per RFQ #RIVCO-2020-RFQ-0000048 to Riverside County Information Tmlmology, Please reference the remittance 9nformatioa above for where to send the payment. Failure to comply may result in the award being rescinded. —' ,"a "' C-i 9/1 G/2019 Signature Date Shelly Bodine SLEDGenetalManaget' Printed Name Title Page 9 of 11 DAVE ROGERS JENNIFER HILBER, ACIO Assistant Chief Executive Officer T Enterprise Applications Bureau Chief Information Officer I I GUSTAVO VAZQUEZ, ACID Converged Communications Bureau JIM SMITH ` '� Public Safety Enterprise Communications Chief Technology officer GIL ME11A, ACIO Technology Services Bureau r` Microsoft LSP Participation Form (RFQ #RIVC0-2020-RFQ-0000048 Attachment 3) Complete this form and return to: Payment should be made to: Riverside County Information Technology Attention: Rick Hai 3450 14th Street, Fourth Floor E-mail: RHaiUrivco.oro Riverside, CA 92501 County of Riverside TIN #: 95-6000930 Company Name: Software One, Inc. Name: Shelly Bodine Title: SLED General Manager Address: 20875 Crossroads Cir. STE 1 City: Waukesha, WI Zip Code: 53186 Telephone#: 800.400-9852 Fax #: Email: Shelly.Bodine(a)SoftwareONE.coln The County of Riverside is the host of the Microsoft Master Agreement No. 8084445. All questions regarding the products and licensing should be directed to Microsoft. By signing below, I am agreeing to pay the participation fees for each enrollment that is established by leveraging the County of Riverside Master Agreement in accordance to the schedule referenced on RFQ #RIVCO-2020-RFQ-0000048 and any subsequent contracts and / or amendments. By signing below, I also agree that all enrollments will be submitted to Microsoft direct, to report enrollment activity and comply to the payment schedule per RFQ #RIVCO-2020-RFQ-0000048 to Riverside County Information Technology. Please reference the remittance information above for where to send the payment. Failure to comply may result in the award being rescinded. 10/16/2019 Signature / Date Margarita Apodaca Printed Name Operations Analyst Fitle N 0 0 ti w m a Licensing Solution Provider Agreement Number PSA-0001530 Exhibit E Master Agreement Attached include the followings: l) Signature Form ?) Microsoft Enterprise Agreement 3) Microsoft Enterprise Agreement Amendment Page 11 of 11 Microsoft Document Headersheet "This is for informational purposes only MSLI (MSLI 5-0000004275258 Tracking Number) Doc Tyae: Signature Form 6o not modify the formatting or spacing of this Form above this text Subsidiary: Account Manager Name / Alias Country: United States LAR/LAD/ESA: Insight Direct USA, Inc. ProgramNersion EA 6 2016 (Scanning Code) ACCOUNT: County of Riverside Outsourcer Name: Business Agreement Number: Master Agreement Number: 8084445 Agreement Number: Purchase Order Number: Comments: 8/23/2019 9:42:56 PM w win za o` yU� Z O O p'-< CC Z Q U. ro, p Microsoft Program Signature Form htaArbfESA nnmher Aarv?manl numNer S0Ytl_ij (' Volume Licensing 004-kayleed-S-04 No to: Enler the applicable active numbers aesnClniP,d with the documents below. Mlcroioft requi P.s the associated active number be indicated here, or listed below as new. For the purposes of this form, "Customer" can mean the signing entity, Enrolled Affiliate, GPVerninent Partner, Inslitution, or other party entering into a volume Ilrensing program agreement. This signature form and all contract documents Identified In the table below are entered Into between the Cuslomer and the Microsoft Affiliate signing, as of the OWIve dale identifiod below. EnlarprisoA reernenl XMIM09 ChoosnAgreement-, Document Number or Code <Choose Agreement, Document Number or Code 'Choose ApreemenlT Document Number or Code 'Choose Agreement, <Choose EnrollmenVRe islration> Doc imentNumber orCode _ Document Number or Code <Choose Enrollrnerd/Re islration> Document Number or Code <Choose EnrolimentlRe istration> I Document Number or Code 'Choose EnrollmenVRe istration Document Number or Code 'Choose Enrollmeq Regislration> AmenUmenl to Contract Documents Document Number or Code CTM-CPT-t)PT-FWK (new) _ Dy signing below, Customer and the Microsoft Affiliate agree that both parties (1) have received, read and understand the above contract documents, including any websites or documents incorporated by reference and any amendments and (21 agree to be bound by the terms of all surh documents. i Name of Entity/9(m it .le I e lily name)' Counly of Riverside Signature,_//-' Printed First and Last Nome' 1-6c 1l- rll Printed Title 5 f- POC(AI -e&I.f'-Vti Col4 IYr�(;,7 �30� er a r S r_ Signature Date' O 8' z y Z Tax ID ' h0icaies required field PrryrtnnSignFciindetSulgrl(FIA,LaIAn:)ExeliA,MLI(ENCi?(Aug7011j P:Igc I oft Microsoft Corporation Signature - - - `- NItC rasoft Printed First and Last Marne Microsoft Corp ration Printed Title 1 AUG 2 3 Signature Date (dale 101=90fl Affiliate coegtelslgnsl I Chance Krail Agreement Effective Date I /r/ DulOuthorized n behalf of (nay be Efferent ll-, IAI--ft s s!ynaWre da!0) 1 8�a3 Jaa IM Micros-ft rot oration . ----t I 1 Optional 2nd Customer sly nAtore or Outsourexr signature (if applicable) Name of Entity (must be legal entity name)* Signature" Printed First and Last Name' Printed Title Signature Date' 'indicales requtr'ed field Name of Entity (must be legal entity name)" Signature" Printed First and Last Name' Printed Title Signature Date' "Indicates required field If Customer requires physical media, additional contacts, or is reporting multiple previous Enrollments, include the appropriate forms) with this signature form. After this signature form is signed by the 8Atanier, send i( and the Contract Documents to Customer's channel pariner or, Miuosoft account manager, who must submil them to the following address. When the signature form is fully executed by Microsoft, Customer will receive a confirmation copy. Microsoff Corporation Dept, 551, Volume Licensing 6100 Neil Road, Suite 210 Rena, Nevado 89511.It37 USA I Pmgmmsipnrnrrn(Mfisi{In1pdA,l WAmjFNRRANI 1(BNCI(Aug2014J pope 2 of 2 thereby enabling a reduction in the initial cost outlay and improving the ability to forecast annual software budget requirements up to three years in advance. OPTIONS: The City Council has the following options: 1. Adopt staffs recommendation; or 2. Provide alternative direction. Fiscal Impact FISCAL IMPACT: Funding in the 2020-21 budget for Information Technology Fund (Account Number 110.11.1340.6272) will increase from $92,766.00 to $113,035.76; a difference of $20,269.76. For its portion, the Police Department will use previously appropriated special funds, with no change needed, and no impact to the Police Department General Fund budget. Attachments Attachment No. 1 - Quote for City Departments Attachment No. 2 - Quote for Police Department Attachment No. 3 - Master Agreement with City of Riverside Attachment No. 4 - Extension with City of Riverside CITY COUNCIL GOALS & OBJECTIVES: Enhance City Facilities and Infrastructure Respond to the Global COVID-19 Pandemic I Microsoft Document Headersheet * This is for inforinationaf purposes only ` r I S (MSLI 5-0000004175258 (M Tracking Number) L Doc Type, Agreement Do not modify the formatting or spacing of this Form above this text Subsidiary: Account Manager Name / Alias: Country: United States LAR/LAD/ESA: Insight Direct USA, Inc. I ProcramNersion EA 6 2016 (Scanning Code) ACCOUNT: County of Riverside Outsourcer Name: Business Agreement Number: Master Agreement Number: 8084445 i Agreement Number: Purchase Order Number: Comments: 8/23/2019 9:42:31 PM o n/licrnsoft Volume 1_1consing Enterprise Agreement State and Local Not for Use Willi tftw orl nuslness AgieemeR or 1`411,'161111 nd Servirev h li.luuwd This Microsoft Enterprise Agreement ("Agreement") Is entered Into between the entities Identified on the signature Form. Effective date. The effective date of this Agreement Is the earliest effective dale of any Enrollment entered into under this Agreement or the date Microsoft accepts this Agreement, whichever is earlier. This Agreement consists of (1) these Agreement terms and conditions, including any amendments and the signature Form and all attachments identifiedtherein, (2) the Product Terms applicable to Products licensed under this Agreement, (3) the Online Services Terms, (4) any Affiliate Enrollment entered Into under this Agreement, and (5) any order submitted underthis Agreement. Please note: Documents referenced In this Agreement but not attached to the signature form may be found at httn./Fvmw.microsof( comlhcensinnfconlracts and are incorporated in this Agreement by reference, Including the Product Terms and Use Rights. These documents may contain additional terms and conditions for Products licensed under this Agreement and may be changed from time to time. Customer should review such documents carefully, both at the time of signing and periodically thereafter, and fully understand all ler s and conditions applicable to Products licensed, Terms and Conditions 1, Definitions. I "Affiliate" means a, with regard to Customer, I (1) any government agency, depadmeni, office, instrumentality, division, unit or other entity of the state or local government that is supervised by or is part or Customer, or which supervises Customer or of which Customer Is a part, Of which is under common supervision with Customer; (ti) any county, borough, commonwealth, city, municipality, town, township. special purpose . district, or other similar type of governmental instrumentallty established by the laws of Customer's state and located within Customers state Jurisdiction and geographic boundaries; and fiii) any other entity In Customers stale expressly authorized by the laws of Customers stale to purchase under slate contracts; provided that a state and its Affiliates shall not, for Purposes of this definition, be considered to be Affiliates of the federal government and its Affiliates; and I b. wi(h 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 ull text, sound, software, image, or vidan files that are provided to Microsoft by, or on behalf of, an Enrolled Affiliate and its Affiliates through use of Online Services. "day" means a calendar day, except for references that specify "business day". "Enrolled Affiliate' means an entity. either Customer or any .one of Customer's Affiliates that has entered Into an Enrollment under this Agreement HA2016Atp(IISJYI.(i(ErIG)IrIuv20 10) Page I o1 I I D.0"'llenl X20-1e2M "Enrollment" means the document that an Enrolled Affiliate submits under this Agreement to place orders for Products. "Enterprise" means an Enrolled Affiliate anfl the Affiliates for which It is responsible and chooses on its Enrollment to include in its enterprise. "Fixes" means Product fixes, modifications Ior enhancements, or their derivatives, that Microsoft either releases generally (such as Product service (packs) or provides to Customer to address a specific issue. "License" means the right to clownlond, install, access and use a Product. For certain Products, a License may be available on a fixed term or subscription basis ("Subscription License"). Licerlses for Online Services will be considered Subscription Licenses. 'Microsoft" means the Microsoft Affiliate that has entered Into this Agreement or an Enrollment and its Affiliates, as appropriate. 'Online Services" means the Microsoft -hosted services identified as Online Services in the Product Terms. "Online Services Tema" means the addilional terms that apply to Customer's use of Online Services published on the Volume Licensing Site and updated from rune to time, "Product" means all products identified in the Product Terns, such as all Software, Online Services and otherwell-haseo services, including pre-release or beta versions. "Product Terms" means the document that provides Information about Microsoft Products and Proiessionnl Services available through volume licensing, The Product Terms document Is published on the Volume Licensing Silo and Is updated tram time to time. "SLA" means Service Level Agreement, which specifies the minimum service level for Online Services and is published on the Volume Licensing Site. "Software" means licensed copies of Microsoft software Identified on the Product Terms. Software does not include Online Services, but Software may be part of an Online Service. "Software Assurance" is an offering by Microsoft that provides new version rights and other benefits for Products as further described in the Product Terms. 'Trade Secret" means infoimation that is not generally known or readily ascertainable to the public, has economio value as a result, and has been subject to reasonable steps underthc ciruimstances to maintain its secrecy. I "use" or "run" means to copy, install, use, access, display, run or otherwise interact. "Use Rights" means the use rights or terns of service for each Product published on the Volume Licensing Site and updated from time to time. The Use Rights supersede the terms of any end user license agreement that accompanies a Product. The Use Rights for Software are published by Microsoft in the Product Terms, The Use Rights for Online Services are published in the Online Services Terms, "Volume Licensing Site' means or a successor site, How the Enterprise program works. a. General. The Enterprise program consists of the term and conditions on which an Enrollecl Affiliate may acquire Product Licenses. Under the Enterprise program, Customer and Its Affiliates may order Licenses for' Products by entering into Enrollments. b. Enrollments. The Enterprise program gives Customer and?or its Affiliates the ability to enter into one or more Enrollments to -order Products, Subscription Enrollments may be available for some of these Enrollments. holwithstanding any other provision of this Agreement, only Enrolled Affiliates Identified In an Enrollment will be responsible for complying with the terms of that Enrollment, including lhb terms of this Agreement incorporated by reference in that Enrollment. i=nzn roCsrfuS)si c;;FnlalrrJ<wxr,�et race z ad n Document x7.0-102.e9 c. Licenses. The types of Licenses available are (1) Licenses obtained under Software Assurance (L&SA), and (2) Subscription Licenses. These License types, as well as additional License Types, are further described in the Product List. Licenses for Products. a. License Grant. Microsoft grants the Enterprise a non-exclusive, worldwide and limited right to download, install and use software Products, and to access and use the Online Services, each in the quantity ordered under an Enrollment. The rights granted are subject to the terms of this Agreement, the Use Rights and the Product Terms. Microsoft reserves all rights not expressly granted in this Agreement. b. Duration of Licenses. Subscription Licenses and most Software Assurance rights are temporary and expire when the applicable Enrollment is terminated or expires, unless the Enrolled Affiliate exercises a buy-out option, which is available for some Subscription Licenses. Except as otherwise noted in (he applicable Enrollment or Use Rights, all other Licenses become perpetual only when all payments for that License have been made and the initial Enrollment term has expired. c. Applicable Use Rights. r (1) Products (other than Onl41e Servlces). The Use Rights In effect on the effective date of the applicable Enrollment lean will apply to Enterprise's use of theversion 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 n previous agreement or Enrollment are determined by the Agreement or Enrollment under which they were acquired. Renewal or Software Assurance does not change which Use Rights apply to those Licenses, (II) Online Services, For Online Services, the Use Rights in effect on the Subscription start dale will apply for the subscription term as defined in the Product Terms. d. Downgrade rights. Enrolled Affiliate may use on earlier version of a Product other than Online Services than the version that is current on the effective (late of the Enrollment. For Licenses acquired in the current Enrollment term, the Use Rights for the current version apply to the use of the earlier version. If the earlier Product version Includes realities that are not in the new version, then the Use Rights applicable to the earlier version apply with respect to those features. L. New Version Rights under Software Assurance. Enrolled Affiliate must order and maintain continuous Software Assurance.'coverage for each License ordered, With Software Assurance coverage, Enterprise automatically has the right to use a new version of a licensed Product. as soon as it is released, even If Enrolled Affiliate chooses not to use the new version immediately. (1) Except as otherwise permitted under an Enrollment, use of the new version will be subject to the new version's Use Rights. (If) II the License for the earlier version of the Product is perpetual at the time the new version is released, the License for the new version will also be perpetual. Perpetual Licenses obtained through Software Assurance replace any perpetual Licenses for the earlier version. I. License confirmation. This Agreement, the applicable Enrollment, Enrolled Affiliate's order confirmation, and any documentation evidencing Transfers of perpetual Licenses, together with proof of payment, will be Enrolled Affiliate's evidence of all Licenses obtained under an Enrollment. EA20I 6Agr(JS)SLC(ENGI(Nov2016) Pau( 3 of 11 r UoillrnCril X20-11J200 g, Reorganizations, consolidations and privatizations. If the number of Licenses covered by an Enrollment changes by more than tell percent as a result of (1) a reorganization, consolidation or privatization of an entily 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 thhd party that has an existing agreement or Enrollment. Microsoft will work with Enrolled Affiliate in good fault to determine how to accommodate its changed circumstances in the context of this Agreement. i Making copies of Products and re -imaging righis. a. General. Enrolled Affiliate may make as many copies of Products, as it needs to distribute them within the Enterprise. Copies must be true and complete (including copyright and trademark notices) from mastencopies obtained from a Microsoft approved fulfillment source. Enrolled Affiliate may use a third party to make these copies, but Emcited 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 Microsoft and subject to the terms of this Agreement. b. Copies for train inglevaluation, and back-up. For all Products other than Online Services. Enrolled Affiliate may; (1) use lip to 20 complimentaty copies of any licensed Product In a dedicated training facility on its premises fnr purposes of training on that particular Product, (2) use up to 10 complimentary copies of any Products for a 60-day evaluation period, and (3) use one comptimenlary ropy of any licansed Product for back-up or archival purposes for each of Its distinct geographic locations. Trials for Online Services may he available if specified in the Use Rights. e, Right to re -Image. In certain cases, re -imaging is permitted using the Product media. If the Microsoft Product is licensed (1) from an original equipment manufacturer (OEM), (2) as a full packaged Product through a retail source, or (3) under another Microsoft program, then media provided under this Agreemenllmay generally be used to create Images for use in place of copies provided through that separale source. This right is conditional upon the following; (I) Separate Licenses must be acquired from the separate source for each Product that is re - imaged. (it) The Product, language, version, and components of the copies made must be identical to the Product, language, version, and all components of the copies they replace and the number of copies or instances of the re -imaged Product permitted remains the same. (ill) Except for copies of an ape�ating system and copies of Products licensed under another Microsoft program, the Product type (e.g.. Upgrade or full License) re -imaged must he identical to the Product type licensed from the separate source. (iv) Enrolled Affiliate must adhere to any Ptoducl-specific processes or requirements for re - imaging identified in the Product Terms, Re -imaged Products remain suGjecl to the terms anti use rights of flip License acquired from the separate source. This subsection does not create of extend arty Microsoft warranty or support obligation, ' Transferring and reassigning Licenses. a. License transfers. License transfers are not permitted, except that Customer or an Enrolled Affiliate may transfer only fully -paid perpetual Licenses lo: (I) an Affiliate, or (11) a third party solely in ronneclion with the transfer of hardware of employees to whom the Licenses have been assigned as part of (A) a privatization of an Affiliate or agency or of an en201erm(us)ELr(Eldc;IlJmr201a1 Paae4 or 11 UnC'11r11a111 X20-'I020e operating division of Enrolled Affiliate or an Affiliate. (B) a reorganization, or (C) a consolidation. Upon such transfer, Customer 'of Enrolled Affiliate must uninstall and discontinue using the licensed Product and render any copies unusable. b. Notification of License Transfor. Enrolled Affiliate must notify Microsoft of a License transfer by completing a license transfer form, which can be obtained from httn://www.microsoftcnndlcenslnnlradracls and sending the completed form to Microsoft before the License transfer_ No License transfer will be valid unless Enrolled Affiliate provides to the transferee, and the transferee accepts in writing, deCLrnleflt5 sufficient to enable the transferee to ascertain the scoff e, purpose and limitations of the rights granted by Mirl'osofl under the licenses hero;) transferred (includingtha applicable Use Rights, use and transfer restrictions, warranties arid limitations of liability). Any License franslernoCmadeincompliance with this section will be void. c. Internal Assignment of Licenses and Software Assurance. Licenses and Software Assurance must be assigned to a single useror device within the Enterprise. Licenses and Software Assurance may be reassigned within the Enlelprise as described in the Use Rights. Term and termination. a. Terns. The term of this Agreement will be 36 full calendar months from the effective dale unless terminated by either party ac described below. Each Enrollmcnl will have the term provided in that Enrollment. b. Termination without cause, Either party may terminate this Agreement, without cause, upon 60 days' written notire, In the 6enl of termination, new Enrollments will not be accepted, but any existing Enrollment will continue for the term of such Enrollment and will contlnue to be governed by this Agreement. c. Mid-term termination for non -appropriation of Funds. Enrolled Affiliate may terminate this Agreement or an Enrollment without liability, penally or further obligation to malte payments if funds to make payments under the Agreement or Enrollment are not appropl'iated or allocated by the Enrolled Affiliate for such' purpose. d. Termination for cause. Without limiting any other remedies II may have, either party may terminate an Enrollment if the other party materially breaches its obligations under this Agreement, including any obligation to submit orders or pay Invoices. Except where the breach is by its nature not curable within 30 days, the terminating party must give ilia other party 30 days' notice of its intent to terminate and an opportunity to cure the breach. if Microsoft gives Such notice to an Enrolled Affiliate, Microsoft also will give Customer a copy of that notice and Customer agrees to help resolve the breach. If the breach affects other Enrollments and cannot be resolved between Microsoft and Enrolled Affiliate, together with Customer's help, Within a reasonable period of time, Microsoft may terminate this Agreement and all Enrollments under it, If in Enrolled Affiliate ceases to be Customer's Affiliate, it must promptly notify Microsoft, and Microsoft may terminate the former Affiliate's Enrollment. If an Enrolled Affiliate terminates its Enrollment as a result of a breach by Microsoft, or if Microsoft terminates an Enrollment because Enrolled Affiliate ceases to be Customer's Affiliate, then Enrolled Affiliate will have the early termination rights described in the Enrollment. e. Early termination. If (1) an Enrolled Affiliate terminales Its Enrollment as a result of a breach by Microsoft, or (2) if Microsoft terminates an Enrollment because the Enrolled Affiliate has ceased to be an Affiliate of Customer, or (3) Enrolled Affiliate terminates an Enrollment for non - appropriation of funds, or (4) Microsoft terminales an Enrollment for non-payment due to non - appropriation of funds, then the Enrolled Affiliate will have (he following options: (1) It may immediately pay the total remaining amount duo., including all installments. In which case, the Enrolled Affiliate will have perpetual rights for all Licenses it has ordered; or I f:h'2r/rB�SI�f�Itijul.C�tEMG)(hIoYGU1G) I Yaps, a f ti 1 Mcun, .0 X20.10209 I (If) 11 may pay only amounts dud as of the termination date. In which case the Enrolled Affiliate will have perpetual Licenses for: 1) all copies of Products (Including the latest version of Products ordered under SA coverage In (fie Current tern) for which payment has been made in full, and 2) the number of copies of Products it has ordered (including the latest version or Products ordered under Software Assurance coverage in current term) that is proportional to the total of installment payments pain versus total amounts clue (paid and payable) if the early termination had not occurred. (ill) In the case of early termination tinder subscription Enrollments, Enrolled Affiliate will have the following options: I -1) Far eligible Products, Errolled Affiliate may obtain perpetual Licenses as described In the section of the Enrollment tilled "Buy-out option," provided that Microsoft receives the buy-out Order for (hose Licenses within 60 days after Enrolled Affiliate provides notice of termination. 2) In the event of a breach by Microsoft, If Customer chooses not to exercise a buy-out option, Microsoft will issue Enrolled Alfilaite a credit for any amount paid in advance for Subscription Licenses that the Enterprise will not be able to use to do the termination of the Enrollhient. I Nothing In this section shall affect perpetual License rights acquired either in a separate agreement or in a prior term of the terminated Enrollment. f. Effect of termination or expirallon. When an Enrollment expires or is terminated, (1) Enrolled Affiliate must order ILicenses for all copies of Products It has run for which it has riot previously submitted an order. Any and all unpaid payments for any order of any kind remain due and payable. Except as provided In the subsection titled "Early termination," all unpaid payments for Licenses immediately become due and payable. (11) Enrolled Affiliate's right to Software Assurance benefits under this Agreement ends if it does not renew Software Assurance. U. Modification or termination of an Online Service for regulatory reasons. Microsoft may modify or terminate an Online; Service where [here is any current or future government requirement or obligation that: !('I) subjects Microsoft to any regulation or requirement not generally applicable to buslneSSee operating in the Jurisdiction; (2) presents a hardship for Microsoft to continue operating the Online Service without modification; and/or (3) causes Microsoft to believe these terms or the Online Service may conflict with any such requirement or obligation. h. Program updates. Microsoft may make changes to this program that will make it necessary for Customer and its Enrolled Affiliates to enter into new agreements and Enrollments at the time of an Enrollment renewal, Use, ownership, rights, aft of restrictions. a. Products. Unless otherwise specified in a supplemental agreement, use of any Product Is governed by the Use Rights specific to each Product and version and by the terms of the applicable supplemental agreement. b. Fixes. Each Fix is licensed under the same terms as the Product to which it applies, If a Fix is not provided for o specific Product, any use rights Microsofl provides with the Fix will apply. c. Non -Microsoft software and technology. Enrolled Affiliate is solely responsible for any non - Microsoft software or technology that It Installs or uses with the Products or Fixes. I I i LA�L) eAy(US)SL0(rrlG)(Nev2a16) I P.m n or it 1 Dorumenl X20.102100 Restrictions. Enrolled Affiliate must riot (and is not licensed to) (1) reverse engineer, decomplle, or disassemble any: Product or Fix; (2) install or use non -Microsoft software or technology in anyway that would subject Microsoft's intellectual property or technology to any other license terms; or (3) work around any technical limitations in a Product or Fix or restrictions In Pfodtrcl documentation. Customer mild not (and is not licensed to) O separate and run parts of a Product or Fix on more than one device, upgrade or downgrade parts of a Product or Fix at different times, or transfer parts of a Product or Fix separately; or (it) distribute, sublicense, rent, lease, lend any Products or Fixes; in whole or In part, or use them to offer hosting services In a third party. Reservation of rights, Produrls and Fixes are protected by copyright and other intellectual property rights laws and international treaties. Microsoft reserves all rights riot 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 NOW to Implement Microsoft patents or other Microsoft intellectual property in the device itself or In any other sollware or devices. 8. Confidentiality. "Confidential Information" is non-public informalion that is designated `confidential" or, that a reasonable person should understand is confidential, including Customer Data. Confidential Information does riot Include information that (a) becomes publicly available without a breach of this agreement, (b) the receiving party received lawfully tram another source without a confidentiality obligation. (c) is Independently developed, or (d) is a comment or suggestion volunteered about the other party's business, products or services. ' j Each party will lake reasonable steps to protect lire other's Confidential Information and will use the other party's Confidential Information only for purposes of the parties' business relationship. Neither party will disclose that Confidential Information to third parties, except to its employees, Affiliates, contractors, advisors and consultants ('Representatives") and then only on a need -to -know basis under nondisclosure obligations at least as protective as this agreement EaNi party remains responsible for the use of the -Confidential Information by Its Representatives and, in the event of discovery of any unauthorized use or disclosure, inust promptly notify the other party. A party may disclose the other's Confidential Information if required by law; but only after it notifies the otharparty (if legally permissible) to enable the other party to seek a protective order. Neither party is required to restrict war]( assignrrrents of its Repiesenlativesvrho 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' padies'respeclive 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. 9. Privacy and compliance t#ith laws a. Enrolled Affiliate consents to the processing of personal information by Microsoft and its agents to facilitate the snbjecl matter of this Agreement. Enrolled Affiliate will obtain all required consents from third parties Linter applicable privacy and data protection lawn before providing personal information to Microsoft. h, personal information collected under this agreement (i) may be Iransferred, stored and processed In the United States or any other country In which Microsoft or Its service providers mninlain facilities and (11) will be subject to the privacy terms specified in the Use Rights. Microsoft will abide by the requirements of European EconomicArea and Swiss data protection En24tr,,,tpµrxjai nd;r¢:)(mno2nnii Pn,e a er it Gucwnenl X20.10209 law regarding the collection, use, transfer, retention, and other processing of personal data ffom the European Economic Area and Switzerland. c• U.S. export, Products and Flxels 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 hi Alms Regulations, and end -user, end use and destination restrictions Issued by U.S. and other governments related to Microsoft products, services and technologies. 10. Warranties. a, Limited warranties and remedies. (1) Software. Microsoft warrants that each version of the Software will perform substantially as described in the applicable Product documentation for one year from the date the Enterprise is first licensedlfor that version. If It does not and the Enterprise notifies Microsoft within the warranty tern, !lien Microsoft will, at its option (1) return the price Enrolled Affiliate paid for the Software license, or (2) repair or replace the Software, (II) online Services, Mfcrosoli warrants that each Online Service will perform in accordance with the applicable SLA during the Enterprise's use. The Enterprise's remedies for breach of this warranty are in the SLA. The remedies above are the Enterprise's sole remedies for breach of the warranties In this section. Customer waives any breach of warranty claims not made (luring the warranty period. b. rxclusions, The warranties in'this agreement do not apply to problems caused by accident, abuse, or use In a manner Inconsistent with this Agreement, including failure to meet mlnimum system requirements. These 'wan do not apply to free, trial, pre-release, or beta products, or to components of Products that Enrolled Affiliate is permitted to redistribute. c. Disclaimer. Except for Ihe'llmlied warranties above, Microsoft provides no other warranties or conditions and disclaims any other express, implied, or statutory warranties, including warranties of quality, title, non-fnfringement, 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 reselling adverse final judgment or approved settlement, but only if the defending party Is promptly notified in writing of the claim and Was 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 partywill reimburse the other party for reasonable out-of-pocket expenses it incurs in providing assistance. This section describes the parties'sole remedies and entire liability for such claims. I a. By Microsoft. Microsoft will defend Enrolled Affiliate against any third -party claim to the extent it alleges that a Product or Fix made available by fvlicrosof( for a fee and used within the scope of the license granted (unmodified from the form provided by Microsoft and not combined with anything else) misappropriates a trade secret or directly infringes a patent, copyright, trademark or other proprietary right of a third party. If Microsoft is unable to resolve a claim of Infringement. under commercially reasonable terms, it may, at Its option, either (1) modify or replace the Product or Fix with a functional equivalent; or (2) terminate Enrolled Affiliate's license and refund any prepaid license fees (less depreciation on a five-year, straight-line basis) for perpetual licenses and any amount paid for Online Services for any usage period after the term first Ion dale. Microsoft will not be liable for any claimsordarragesdue toEnrolled Affiliate's continued use of a Producl or Fix after being notified to stop due to a third -party claim. b. By Enrolled Affiliate. To the extent permuted by applicable law, Enrolled Affiliate will defend Microsoft against any third -pally claim to Ire extent it alleges that: (1) any customer Data or CA20 niAar(U51SlG(EI•lr31(Wae2at5r I PaaeB or ll Document x20, 102aa 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, at other proprietary right of a third party; or (2) Enrolled Affiliate's use of any Product or Fix, alone or in combination with anything else, violates Ilia law or damages a third party. i 12. Limitation of liability. For each Product; each party s maximum, aggregate liability to the other under this Agreement is limped to direct damages finally awarded In an amount not to exceed the amounts Enrolled Affiliate was required to pay for the applicable Products during the Iterm of this Agreement, subject to the following: a. Online Services. For Online Services, Microsoft's maximum liability to Enrolled Affiliate for any incident giving rise to a claim will not exceed the amount Enrolled Affiliate paid for the Online Service during the 12 months before the incident. b. Free Products and Distrihutalle Code. For Products provided free of charge and code that Enrolled Affiliate Is authorizd to redistribute to third parties without separate payment to Microsoft, Microsoft's liability is limited to direct damages finally awarded up to U5S5,000. c. Exclusions. In no event will either party be liable for indirect, Incidental, special, punitive, or ronsequential damages, or for loss of use, loss of business information, loss of revenue, or interruption of business, however caused or on any theory of liability. cl. Exceptions. No limitation or exclusions will apply to liability arising cut of either party's ('I) confidentiality obligations (except for all liability related to Customer Data, which will remain subject to the limitations and exclusions above); (2) defense obligations; or (3) violation or the other party's Intellectual properly rights. u 13. Verifying compliance. Right to verify compliance- Enrolled Affiliate must keep records relating to all Lisa anal distribution of Products by Enrolled Affiliate and its Affiliates. Microsoft has the right, at Its expense, to the extent permitted by applicable law, to verify compliance with the Product's license terms. Enrolled Affiliate must promptly provide the Independent auditor with any Information the auditor reasonably requests in furtherance of the verification, Including access to systems running the Products and evidence of Licenses for Products Enrolled Affiliate hosts, suhlieeri or distributes to third parties. Enrolled Affiliate agrees to complete Microsoft's self -audit process, which Microsoft may require as an alternative to a third party audil. Rernedles for non-compliance. if verification or self-audll reveals any unlicensed use or distribution, then within 30 days, (1) Enrolled Affiliate must order sufficient Licenses to cover that use or distribution, and (2) if unlicensed use ordistribution is 5 / or more, Enrolled Affiliate must reimburse Microsoft for the cost Microsoft has Incurred in verification and acquire the necessary additional licenses at '125% of the price based on the then -current price list and Enrolled Affiliate price level. The unlicensed use percentage Is based on the total number of licenses purchased compared to actual Install base. If there is no unlicensed use, Microsoft will not subject Enrolled Affiliate to lanolher verification for at least one year. By exercisfng the rights and procedures described above. Microsoft does not waive its rights to enforce this Agreement or to protect Its intellectual property by any other means permitted by law. Verification process. Microsoft will notify Enrolled Affiliate at least 30 days In advance of its Intent to verify Enrolled Affiliate's compliance with the license leans 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 setf-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. EA2m 1 eAn,(n3),RL.rp( ENG)(Wv2e l H) P:1ga a of I L anr.umanl 20• 102nn ATTACHMENT NO. 1 ,ONE Quoted by Jason Carmer, SoftwareONE, Inc. Phone 480-845-7155 iason.ca m rdsoftwareone.com Please fax your POs to our Client Assistance Center at 800-366-9994 or email to: statestore@softwareone.com - Call 800-400-9852, option 2, to check order status. Quoted to: City of West Covina Shawn Granger Quote# 43943 Shawn.Granger@westcovina.org Date: 4/22/2020 Quote expires 5/22/2020 EA# 82695853 - Expires 6/30/2020 Important: Please provide the email address of the recipient designated to receive a SoftwareONE order confirmation and/or receive electronic software deliveries. Quantity Part At Description Unit Price Ext. Price EA Renewal, effective 7/1/2020 - 613012023 City -proper licenses 230 AAD-34704 M365 E3 GCC Unified ShrdSvr ALNG SubsVL MVL PerUsr 337.92 $ 77,721.60 230 MOY-00002 EmMobandSecWWIGCC ShrdSvr ALNG SU MVL EntMobandSecE3GCC PerUsr 62.64 $ 14,407.20 100 3NS-00003 ExchgOnlnP2GCC ShrdSvr ALNG SubsVL MVL PerUsr. People who work in parks department 70.32 $ 7,032.00 1 6QK-00001 Azure Monetary Commitment. 1,200.00 $ 1,200.00 3 9GS-00130 CISSteDCCore ALNG SA MVL 16Lic ComUc 1,340.85 $ 4.022.55 1 312-02257 ExchgSvrStd ALNG SA MVL 127.54 $ 127.54 14 7NO-00292 SQLSvrStdCom ALNG SA MVL 2Lic CoreLic 591.16 $ 8,276.24 Total $ 112,787.13 Tax ESD - nontaxable. Please type 'Electronic Software Delivery" on your PO. $ Shipping No Charge Annual Paymentl $ 112,787.13 Total 3-year commitment 1 $ 336,361,39 Pass -Through Warranty and Other Rights. As a reseller, end -user warranties and liabilities (with respect to any third parry software products provided by SofiwamONE) shall be provided as a pass -through from the manufacturer of such products. All software products are subject to the license agreement of the applicable software supplier, as provided with the software packaging or in the software at time of shipment. 14. Miscellaneoers. a. Use of contractors. Microsoft may use contractors ld perform services, but will be responsible for their performance subject to the terms of this Agreement. b. Microsoft as independent contractor. The parlles are independent contractors. Enrolled Affiliate and Microsoft each may develop products independently without using the other's Confidential Information. c, Notices. Notices to Microsoft must be sent to the address on the signature form. Notices must be in writing and will be treated as delivered on the date shown on the return receipt or on the courier or fax confirmation of delivery. Microsoft may provide information to Enrolled Affiliate about upcomigg ordering deadlines, services, and subscription information in electronic form, including by email to contacts provided by Enrolled Affiliate. Enlails will be treated as delivered on the transmission date. d. Agreement. not exclusive. Customer is free to enter into agreements to license, use or promote non -Microsoft products, e. Amendments. Any amendment to this Agreement must be executed by both parties, except that Microsoft may change the Product Terms and the Use Rights from lime to lime In accordance wilh the teens of this Agreement. Any conflicting terms and conditions contained in an Enrolled Affiliate's purchase order will not apply. Microsoft may requireCustomerto sign a new agreement or an arnendniant before an Enrolled Affiliate enters Into an Enrollment under this agreement. r f_ Assignment. Either party may assign this Agreement to an Afflliafe, but must notify the other party in writing -of the assignment. Any other proposed assignment must be approved by the non -assigning party In writing. Assignment will not relieve the assigning party of its obligations tinder the assigned agreement Any attempted assignment without required approval will be void, i g. Applicable law; dispute resolution. The terms of this Agreement will be governed by the laws of Customer's slate, without giving effect to its conflict of laws. Disputes relating to this Agreement will be subject to applicable dispute resolution laws of Custornei's slate. h. Severabllfty. If any provision Willis agreement is held to be unenlomeable, Ihebalance of the agreement will remain in full force and effect. i, Waiver. Failure to enforce any' provision of this agreement will not constitute a waiver. Any waiver must be in writing and signed by the waiving party. j. No third -party, beneficiaries. This Agreement sloes not create any third -party bonefirlary rights. K Survival. All provisions survive tennination or expiration of this Agreement except those requiring performance only during the lean of the Agreement. L Management and Reporting. Customer and/or Enrolled Affiliate may manage accountdG12ils (e.g., contacts, orders, Licenses, software downlnads) on Microsoft's Votumo Licensing Service Center ("VLSC`) web site (or successor site) at: ffJrs liwaw ncrosoft majilicensina/servicecentar. Upon the effective dale of this Agreement and any Enrolhnenls, the conlact(s) identified for this purpose will be provided access to this site and may authorize additional users and contacts. n1. Order of precedence, In the case of a conflict between any dOCLnnent8 in this Agreement that Is not expressly resolved In those documents, Iheh'terms will control In the following order front highest to lowest priority: (1) this Enterprise Agreement, (2) any Enrollment, (3) the Product Terms, (4) the Online Services Terms, (5) orders submllted under this Agreement, and (6) any other documents in this Agreement, Terms In an agrendmenl cuntrol over the amended document and any prior ameridiments concerning the, same subject matter, EA20n HAyi(Lis)8L6{ENG)(Noo20 t8) I Pape loot ll Documenl X20- 10200 I n. Free Products. It is Microsoft's intent that the terms of this Agreement and the Use Rights be in compliance with all applicable federal law and regulations. Any free Product provided to Enrolled Affiliate is for the sole Ilse and benefit of the Enrolled Affiliate, and is not provided for use by or personal benefit of any specific government employee. o. Voluntary Product Accessibility Templates. Microsoft supports the government's obligation to provide accessible Technologies to its citizens with disabilities as required by Section 508 of the Rehabilitation Act of 1973, and its state law counterparts. The Voluntary Product Accessibility Templates ("VPAT's") for the Microsoft technologies used In providing the Online Services can be found at Microsoft's VPAT pane. Further information regarding Mierosofl's commibneni to accessibility can be found at hitt llwvvi.microsofi.cornlenable., p. Natural disaster. In the event of a "natural disaster," Microsofl may provide addltional assistance or rights by posting them on J)tto�'luN.ratmicrosofLcom at such time. q. Copyright vlolation. Except as set forth in the section above onlilled "Transferring and reassigning Licenses", the Enrolled Affiliate agrees to pay for, and comply with the terms Ofthis Agreement and the Use Rights,'for the Products It uses. Except to the extent Enrolled Affiliate Is licensed under (his Agreemenl, it will be responsible for its breach of this contract and violation of Microsoft's copyright in the Products, including payment of License fees specified In this Agreement for unlicensed use. CA IN 10rMr(1)9)31-G(cidG)(Nov20'101 Pauc 11 Of I I nor,nmml X211.1020e a° ' Mirrosr�ft volurnf� Licensing Supplemental Contact In Form This form can be used in combinalioh with MESA, Agreement, and Enrollment/Registration. However, a separate farm must be submi(led for each cnrollmenl/registration, when more than one is submitted on a signature form. For the purposes of this form, 'entity" can mean the signing entity, Customer, Enrolled Affiliate, Government Partner, Inslilulion, or other party enlering into a volume licensing program agreement. Primary avid Notices contacts in this form will not apply to enrollments or registrations. This form applies to: ❑ MBSA 0 Agreement ❑ Enrollment/Affiliate Registration Form Insert primary entity name if more than one EnroltrnentIRegistration Form Is submitted Contact information, Each party will notify the other in writing if any of the Information in the following contact information page(s) changes. The asterisks (') Indicate required fields: If the entity chooses to designate other contact types, the same required fields must be corilpleted for each section. By providing contact Information, entity consents to Its use for purposes of administering the Enrollment by Microsoft and other parties that help lvlicrosoft administer this Enrollment. The personal information provided In connection with Ihts agreement will be used and protected according to the privacy statement available at totes:?AI censing .m Icroc oft.com. 9. Additional notices contact. This contact receives all notices that are sent from Microsoft. No online access is granted to this individual. Name of entity' County of Riverside I Contact name': First Regina Last Funderburk Contact email address' RFundeiburl(@rlveo.org Street address' 3450 14th Street, 41h Floor City" Riverside State/Province" California Postal code" 92501-3861 Country` USA Phone'951-955-2265 Fax ❑ This contact is a third party (not the entity). Warning: '['his conlart receives personally identifiable information of the entity. 2, Software Assurance manager. This contact will receive online permissions to manage the Software Assurance benefits under the Enrollment or Registration. Name of entity' County of Riverside Contact name': Ffrsf Regina Last Funderburk Contact emall address` RFunderburl(Grivco.org Street address` 3450 14th Street, 4th Floor, City' Riverside StatelProvince' California;Postal code' 92501-3861 SunCgnlaCIIN9ForrnpJA,l•�lnit[plCd!Ort2ar.'.) Page 1 ora Country' USA Phone*951-955-2265 Fax ❑ This contact is a third party (not the entity). Warning: This contact receives personally identifiable Information of the entity. 3, Subscriptions manager. This contact will assign MSDN, Expression, and TechNet Plus subscription licenses to the Individual subscribers tinder this Enrollment or Registration Assignment of the subscription licenses is necessary for access to any of the online benefits, such as subscription downloads. This contact will also manage any complimentary or additional media purchases related to these subscriptions. Name of entity" County of Riverside Contact name': First Regina Last Fundeiburk Contact email address' RFunderburk@rivco.org Street address* 3450 14111 Street, 4th Floor City' Riverside StatefProvince' California Postal code' 92501-3861 Country' USA Phone* 951-955-2265 Fax ❑ This contact is a third party (not the enllly). Warning: This contact receives personally identifiable Information of the entity. 4. Online services manager. ,Thiscontact will be provided online permissions to manage the online services ordered under (he Enrollment or Registration. Nanre of entity' Comity of Riverside Contact name': First Luis Last Flores Contact email address` LFFlores@dvco.org Street address" 3450 141h Street, 4th Floor City" Riverside StatefProvince' California Postal code' 92501-3861 Country' USA Phone* 95'1-955-8'114 Fax ❑ This contact is a third party (not the entity). Warning: This contact recelves personally Identifiable information of the entity. 5. Customer Support Manager (CSM). This person is designated as the Customer Support Manager (CSM) for support-relaied activities. Name of entity` County of Riverside Contact name': First Luis Last Flores Contact email address' LFFlares@rlvco.org Street address' 345014(h Street, 41h Floor City'Riverstde StatefProvince' California Postal code' 925013861 Country' USA Phone` 051-955-81,14 Fax 6. Primary contact information. An individual from inside the organization must serve as the pilmary contact. This contact receives online administrator permissions and may grant online access to others. This contact also recelves all notices unless Microsoft is provided written notice of a change. Name of entity" County of Riverside supnouiacrlufuF xin(NA,(14oyk6N6)(Ucln I:4) Pagc 2 O13 Contact name`: First Jim Last Smith contact email address' iimsmilh@riaro.org Street address' 345014th Street, 4th Floor City' Riverside SlatelProvince' CA Postal code' 9250,1-3861 Country" US Phone" 951-231-59D9 Fax Notices contact and online administrator information. This Individual receives online adminlstrelor permissions and may grant online access In others. This contact also receives all notices, ® Same as prbmy confacl Name of entity' Contact name': First Last Contact enrafl address' Street address` City' StatelProvince' Postal code' country' Phone" Fax This contact is a thud party (not the entity). Warning: This contact receives personally Identifiable infonnntion of the entity, SuPCo111ac1 III(ON'rm(MA,IN1 JJF,NG)(bcrdr113) Fnye 3 d 3 Microsoft Document Headersheet * This is for informational purposes only' MS5-0000004275258 (MSLI Tracking Number) Doc Tvpe: Amendments Do not modify the formatting or spacing of this Form above this text Subsidiary: Country: United States LAR/LAD/ESA: Insight Direct USA, Inc. ProgramNersion EA 6 2016 ACCOUNT: County of Riverside Outsourcer Name: Business Agreement Number: Master Agreement Number: 8084445 Agreement Number: Purchase Order Number: Comments: 812312019 9:42:40 PM Account Manager Name / Alias: (Scanting Code) Microsoft Volume Licensing Amendment to Contract Documents Agleolnonl hlulnbm 004-kayleed-S-04 This: timendment ("Amandment") is entered Inln between the parties Identified on the attached Program signaltn•e Form. It amends the EnrohnenI or Agl'eernentidenlified above- All terms used Ilut nol defined In this Amendmentwill have the same meanings provided In that Enrollment or Agreement. Enterprise Agreement Custom Terms CTM 1, Section Oa, "Tenn". Is hereby amended and restated as follows: a, Tenn. The term of this Agreement Ivill rernaln In effect unless terminated by either party as desmibed below. Each Enrolhnenl will have the loan provided in Ihel Enrollment. 2. The pricing that Microsutl will offer Enrulled Affiliate's Reseller for Enrnllmenls effective. between November 1, 2010 (hrough October 31, 202'I. and that will apply for the entire initial terra of sari, Eta ailments, is as foilnws: Product _ - Price Examples Include but are not limited to Level the following": Enterprise Online Services" Level D M365 E3 and 155, Enterprise Mobility + (including Pull USLs• 1°rom $A In Ins 2% Security E3 and E5, Office 365 Enterprise USLs, Add-ons and Step Ups) Level D El or E3. Windows 10 Enterprise E3 or E5 Office TG5 Pro Plus, Wlldcws 10 Enterprise Products Enterprise, Core CAL Suite, Enterprise CAL Suite Additional Products Level D N1365 Fl. M365 E5 Compliance, M365 E5 Security, Offttxo 365 Entorprlso F1, Project Online, Visto Online Plan 1 or Plan 2, Dynamics 365, Azure, S©L Server, Windows Server, etc, Server and Tools Product Level D SharePoini Server, SOL Server, BizTalk (applies to Server and Cloud Savor, Visual Studio, Core InfrastructureSORBS, Enrollments only) air. Ilse otai,lvleY iticludu ulillllu sv,vices Ilia are available lli either Ihn rmnn,wr•lal n, n,xrnnmenr,-.1—„ nlla,lnnu "n„nli:yine e,"'eke 0 n1n $e,vires arty 0111010 to the PledT-,,5 with I lie edl value el 'FCJ•1,ithem"te5for 'Ploy:uri .Avu luhil,t . The •emF+u ul EIIIuIpliya Online Sel'+ices is xuUjecl la ch�:ga as Enle!nr!se Online Servlcdx ale actled. undelednw=sod ar �rmrnved from the rnlerMi96 plcgraln cRerine Exclusions apply to Ihp additional 2% discount nn Fritorprisr Online Services as lollows: Arau:uflnulnApu vd a 1-'1I l-CPT•UPT•FwK BD Pane I of • The price list month that applies to an order Is not a factor in determining whether the additional 2%discount on Enlerprise Online Services may be applied to an order. The only applicahle factor is the effective date of the Enrollment. • The discount does not apply to any extensions of the initial Tenn or renewal Enrollments. • The discount does not apply In any promotional SKUs. Enrolled Affiliate is entitled to the lower of the promotional price or discounted price. The price level that applies to Enrollments effective on or after Novernher 1, 2021 is Level D for all Produrts. _ The Reseller and Ihr_ Enrolled Affiliate will delennine the Enrolled Affiliate's actual price and paymcnl, terms. Except for changes rnade by [his Amendment, the Enrollment or Agreement identified above remains unchanged and in full force and effect. If [here is any conflict between any provision In this Amendment and any provision in the Enrollment nr Agreement idenified above, lhis Amnndlnenl Shall rorllrol. This Amendment must he attached to a signature form to be valid. Microsoft Internal Use Only; Riverside Count HA Amend 8.7.docx CYfPoI C'I'VA-CPT-OPT-FWK I LID Amerlfine:lApn VA 0 VTRf.CPT-OPr-FWI' aD Prgc 2 of 2 ATTACHMENT NO 4 COUNTY OF RIVERSIDE AMENDMENT NO. 1 TO THE LICENSING SOLUTION PROVIDER AGREEMENT WITH Software One, Inc. Original Contract Term: 11/01/2019 through 10/31/2021 Original Contract ID: PSA-0001530 Effective Date of Amendment: 04/01/2020 Original Annual Maximum Contract Amount: $0 Amended Annual Maximum Contract Amount: $0 This AMENDMENT NO. 1 TO THE LICENSING SOLUTION PROVIDER AGREEMENT with Software One, Inc. ("First Amendment"), dated as of 01 April 2020, is entered into by and between the County of Riverside ("COUNTY"), a political subdivision of the State of California, and Software One, Inc. ("CONTRACTOR"), a Wisconsin corporation, sometimes collectively referred to as the "Parties". RECITALS WHEREAS, COUNTY and Microsoft Corporation ("Microsoft") have entered into that certain Microsoft Enterprise Agreement (Master Agreement No. 8084445; the "Master Agreement"), effective August 23, 2019, under which COUNTY has the ability to enter into one or more enrollments to order certain Microsoft product licenses; WHEREAS, CONTRACTOR and COUNTY entered into the aforementioned Licensing Solution Provider Agreement Number PSA-0001530 (the "Agreement") to provide support services to COUNTY and its Enrolled Affiliates (as defined in the Master Agreement) for said licenses; and WHEREAS, COUNTY and CONTRACTOR now desire to amend the Agreement for the first time to extend the period of performance of the Agreement. NOW, THEREFORE, for good and valuable consideration the receipt and adequacy of which is hereby acknowledged, the Parties agree as follows: The above recitals are true and correct, and are incorporated herein by reference. 2. Section 4 of the Agreement is hereby deleted in its entirety and replaced with the following: "This Agreement shall be effective from November 1, 2019 through October 31, 2024, unless terminated earlier (the "Term")." 3. Section 9 of the Agreement is hereby deleted in its entirety and replaced with the following: "Usage Reporting: CONTRACTOR will provide to COUNTY the Licensed Support Provider (LSP) Reporting of Active Enrollments to Master Microsoft Enterprise Agreement No. 8084445, Select Plus Agreement No. 7756479, Microsoft Premier, Unified, and MCS Support services, showing a list of enrollments by December 15th of each year. Forms shall be submitted electronically to MasterMicrosoftAdmin@rivco.org. A copy of the form is attached hereto as Exhibit D and incorporated herein by reference." 4. Capitalized Terms/Amendment to Prevail. Unless defined herein or the context requires otherwise, all capitalized terms herein shall have the meaning defined in the Agreement, as heretofore 1 BOS agenda #3.16 Approved 22 October 2019 Form #116-311 Revision Date: 01/13/2016 RCIT 3450 14'" Street, Riverside, CA 92501 COUNTY OF RIVERSIDE AMENDMENT NO. 1 TO THE LICENSING SOLUTION PROVIDER AGREEMENT WITH Software One, Inc. amended. The provisions of this First Amendment shall prevail over any inconsistency or conflicting provisions of the Agreement, as heretofore amended, and shall supplement the remaining provisions thereof. 5. Miscellaneous. Except as amended or modified herein, all the terms of the Agreement shall remain in full force and effect and shall apply with the same force and effect. Time is of the essence in this First Amendment and the Agreement and each and all of their respective provisions. Subject to the provisions of the Agreement as to assignment, the agreements, conditions and provisions herein contained shall apply to and bind the heirs, executors, administrators, successors and assigns of the parties hereto. If any provisions of this First Amendment or the Agreement shall be determined to be illegal or unenforceable, such determination shall not affect any other provision of the Agreement and all such other provisions shall remain in full force and effect. The language in all parts of the Agreement shall be construed according to its normal and usual meaning and not strictly for or against either COUNTY or CONTRACTOR. 6. Effective Date. This First Amendment shall not be binding or consummated until its approval by the Riverside County Board of Supervisors and fully executed by the Parties. IN WITNESS WHEREOF, the Parties hereto have caused their duly authorized representatives to execute this First Amendment. COUNTY OF RIVERSIDE, a political Software One, Inc., a Wisconsin corporation subdivision of the State of California By: Richard R. Hai Maifarita. Apodaca v Senior Procurement Contract Specialist Operations Analyst Dated: Dated: y / !3 / APPROVED AS TO FORM: Gregory P. Priamos County Counsel By: Susanna Oh Deputy County Counsel BOS agenda #3.16 Approved 22 October 2019 Form #116-311 Revision Date: 0111312016 RCIT 3450 141 Street, Riverside, CA 92501 ATTACHMENT NO. 2 ONE Quoted bV Jason Carmer, SoftwareONE. Inc. Phone 480-845-7155 iason.ca merdsoftwareone.com Please fax your POs to our Client Assistance Center at 800-366-9994 or email to: statestore@softwareone.com - Call 800-400-9852, option 2, to check order status. Quoted to: City of West Covina Alex Houston Quote# 43943 Alex.houston@wcpd.org Date: 4/22/2020 Quote expires 5/22/2020 EA# 82695853 & 6681311 - Expires 6/30/2020 Important: Please provide the email address of the recipient designated to receive a SoftwamONE order confirmation and/or receive electronic software deliveries. Quantity Part # Description Unit Price Ext. Price EA renewal. Effective 7/1/2020 - 6/30/2023 PD licenses 1p0 KV3-00353 WINENTperDVC ALNG SA MVL Pllfrm 41.64 $ 4,164.00 100 269-12442 Of iceProPlus ALNG SA MVL Pttfrm 93.84 $ 9,384.00 180 W06-01072 CoreCAL ALNG SA MVL Pltfrm UsrCAL 44.52 $ 8,013.60 1 9GA-00310 CISSteStdCom ALNG SA MVL 16Uc CoreLic 271.50 $ 271.50 2 9EM-00267 WinSvrSTDCom ALNG SA MVL 16Uc CoreLic 140.40 $ 280.80 5 9GS-00130 CISSteDCCom ALNG SA MVL 16Lic CoreLic 1,340.85 $ 6,704.25 5 77D-00111 VSProSubMSDN ALNG SA MVL 309.61 $ 1,548.05 10 7NO-00292 SQLSvrStdCom ALNG SA MVL 2Lic CoreLic 591.16 $ 5,911.60 96QK-00001 Azure Monetary Commitment. Under EA enrollment# 6681311 1,200.00 $ 10,800.00 1 312-02177 ExchgSvrSld ALNG LicSAPk MVL 127.54 $ 127.54 Total $ 47,205.34 Tax ESD - nontaxable. Please type "Electronic Software Delivery" on your PO. $ Shipping No Charge Total $ 47,205.34 3-year total commitment $ 141,616.02 Pass -Through Warranty and Other Rights. As a reseller, end -user warranties and liabilities (with respect to any third party software products provided by Soft —ONE) shall be provided as a pass -through from the manufacturer of such products. All software products are subject to the license agreement of the applicable software supplier, as provided with the software packaging or in the software at time of shipment. ATTACHMENT NO. 3 Licensing Solution Provider Agreement Number PSA-0001530 This Licensing Solution Provider Agreement is made and entered into this 22nd day of October 2019, by and between Software One, Inc., a Wisconsin corporation ("CONTRACTOR"), and the COUNTY OF RIVERSIDE, a political subdivision of the State of California, ("COUNTY"). WHEREAS, COUNTY and Microsoft Corporation ("Microsoft") have entered into that certain Microsoft Enterprise Agreement (Master Agreement No. 8084445; the "Master Agreement"), effective August 23, 2019, under which COUNTY has the ability to enter into one or more enrollments to order certain Microsoft product licenses; WHEREAS, CONTRACTOR desires to provide support to COUNTY and its Enrolled Affiliates (as defined in the Master Agreement) for said licenses under this Agreement and hereby represents that it has the skills, experience, and knowledge necessary to perform under this Agreement; and WHEREAS, COUNTY desires to accept CONTRACTOR's services under this Agreement. NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties agree as follows: 1. This Agreement covers all enrollments for all products licensed under the Master Agreement. All terms and conditions of the Master Agreement, attached as Exhibit E of this Agreement and incorporated by reference, shall apply to the purchase of related products and services. 2. This Agreement is available for use by all government entities within the State of California (an "Enrolled Affiliate") for the duration of the Term (defined below in section 4). Enrollment documents will contain the terms and conditions specific to each entity. 3. CONTRACTOR agrees to extend the same pricing, terms, and conditions as stated in this agreement to each and every government entity in the State of California. Terms and conditions are governed by this Agreement, the Master Agreement, and the applicable enrollment documents for each entity. Entities shall make purchases in their own name, make direct payment to CONTRACTOR, and be liable directly to CONTRACTOR for all obligations. 3.1 COUNTY shall in no way be responsible to CONTRACTOR for Enrolled Affiliates' purchases and obligations. COUNTY shall in no way be responsible to other entities for their purchases or any acts or omissions of CONTRACTOR, including but not limited to product selection or implementation, services or other related matters. 3.2 CONTRACTOR shall notify Enrolled Affiliate in writing of the terms and conditions stated in Section 11. This Agreement shall be effective fiom November 1, 2019 through October 31, 2021, unless terminated earlier (the "Term"). 5. Hold Harmless/Indemnification: 5.1 CONTRACTOR shall indenurify and hold harmless the County of Riverside, its Agencies, Districts, Special Districts and Departments, their respective directors, officers, Board of Supervisors, elected and appointed officials, employees, agents and representatives (individually and collectively hereinafter referred to as Indemnitees) from any liability, action, claim or damage whatsoever, based or asserted upon any services, or acts or omissions, of CONTRACTOR, its Page 1 of 11 OCT 2 2 2019 Licensing Solution Provider Agreement Number PSA-0001530 officers, employees, subcontractors, agents or representatives arising out of or in any way relating to this Agreement, including but not limited to property damage, bodily injury, or death or any other element of any kind or nature. CONTRACTOR shall defend the Indemnitees at its sole expense including all costs and fees (including, but not limited, to attorney fees, cost of investigation, defense and settlements or awards) in any claim or action based upon such acts, omissions or services. 5.2 With respect to any action or claim subject to indemnification herein by CONTRACTOR, CONTRACTOR shall, at their sole cost, have the right to use counsel of their own choice and shall have the right to adjust, settle, or compromise any such action or claim without the prior consent of COUNTY; provided, however, that any such adjustment, settlement or compromise in no manner whatsoever limits or circumscribes CONTRACTOR indemnification to Indemnitees as set forth herein. 5.3 CONTRACTOR'S obligation hereunder shall be satisfied when CONTRACTOR has provided to COUNTY the appropriate form of dismissal relieving COUNTY from any liability for the action or claim involved. 6. Contractor Responsibilities: CONTRACTOR will offer the following services to each Enrolled Affiliate at no additional charge. It is the responsibility of the Enrolled Affiliate to determine which products and/or services, if any, meet their needs and communicate that to the CONTRACTOR. 6.1 Provide reports showing year to date annual spend according to Enrolled Affiliate's specifications. Frequency will be determined by each Enrolled Affiliate (monthly, quarterly, etc.). 6.2 Provide a short synopsis of why an amendment is needed and the ramification of each amendment to an enrollment at the time of such amendment. 6.3 Provide an updated price list on an annual basis or when requested by Enrolled Affiliate. 7. CONTRACTOR's Microsoft Enterprise Agreement license subscription price attached hereto as Exhibit A and service rates attached hereto as Exhibit B. 8. CONTRACTOR's Microsoft Enterprise Agreement Participation Form attached hereto as Exhibit C and incorporated herein by reference. 9. Usage Reporting: CONTRACTOR will provide to COUNTY the Licensed Support Provider (LSP) Reporting of Active Enrollments to Master Microsoft Enterprise Agreement No. 8084445, Select Plus Agreement No. 7756479, Microsoft Premier, Unified, and MCS Support services, showing a list of enrollments by February 15th of each year. Forms shall be submitted electronically to MasterMicrosoftAdmin@rivco.org. A copy of the form is attached hereto as Exhibit D and incorporated herein by reference. 10. Administrative fees: CONTRACTOR will be charged .5% of the annual enrollment amount to leverage the Riverside County Master Microsoft Agreement No. 8084445, Select Plus Agreement No. 7756479, Microsoft Premier, Unified, and MCS Support services. This will be an annual fee; per enrollment inclusive of Affiliates Shadow Enrollments, Example: A three-year aggregated agreement with a contract amount of $300K, divisible by three years will result in an LSP Participation Fee of $500 annually (IOOK*.5%). RCIT will invoice the Awarded LSP annually based on the enrollments verified from the Page 2 of 11 Licensing Solution Provider Agreement Number PSA-0001530 "Reporting of Active Enrollments" list submitted by December 15th of each year. Payment is due to Riverside County Information Technology thirty (30) days from invoice date. 10.1 Riverside County Information Technology (RCIT) will invoice the CONTRACTOR annually based on the enrollments verified. Payment is due to RCIT within thirty (30) days of invoice date. The COUNTY will not accept credit as a form of payment. 10.2 Failure to meet the administrative fee requirements herein and submit fees on a timely basis may constitute grounds for immediate termination of this Agreement. 11. Contract Management: The contacts for this Agreement for COUNTY shall be both RCIT and Purchasing as listed below. COUNTY Primary Contact: COUNTY Secondary Contact: Jim Smith Rick Hai 3450 14th Street 2980 Washington Street Riverside, CA 92501 Riverside, CA 92504 CONTRACTOR contact: Shelly Bodine 20875 Crossroads Circle, Suite 1 Waukesha, WI 53186 11.1 Should Contract Management contact information change, the CONTRACTOR shall provide written notice with the updated information to the COUNTY no later than 10 business days after the change. 12. Termination: 12.1 COUNTY may terminate this Agreement without cause upon thirty (30) days written notice served upon the CONTRACTOR stating the extent and effective date of termination. 12.2 COUNTY may, upon five (5) days written notice terminate this Agreement for CONTRACTOR's default, if CONTRACTOR refuses or fails to comply with the terms of this Agreement or fails to make progress that may endanger performance and does not immediately cure such failure. In the event of such termination, the COUNTY may proceed with the work in any manner deemed proper by COUNTY. 12.3 CONTRACTOR's rights under this Agreement shall terminate (except for fees accrued prior to the date of termination) upon dishonesty or a willful or material breach of this Agreement by CONTRACTOR; or in the event of CONTRACTOR's unwillingness or inability for any reason whatsoever to perform the terms of this Agreement. 13. Conduct of Contractor: 13.1 The CONTRACTOR covenants that it presently has no interest, including, but not limited to, other projects or contracts, and shall not acquire any such interest, direct or indirect, which would conflict in any manner or degree with CONTRACTOR's performance under this Agreement. The CONTRACTOR further covenants that no person or subcontractor having any such interest shall be employed or retained by CONTRACTOR under this Agreement. The CONTRACTOR agrees Page 3 of 11 Licensing Solution Provider Agreement Number PSA-0001530 to inform the COUNTY of all the CONTRACTOR's interests, if any, which are or may be perceived as incompatible with the COUNTY's interests. 13.2 The CONTRACTOR shall not, under circumstances which could be interpreted as an attempt to influence the recipient in the conduct of his/her duties, accept any gratuity or special favor from individuals or firms with whom the CONTRACTOR is doing business or proposing to do business, in accomplishing the work under this Agreement. 13.3 The CONTRACTOR or its employees shall not offer gifts, gratuity, favors, and entertainment directly or indirectly to COUNTY employees. 13.4 CONTRACTOR shall establish adequate procedures for self -monitoring and quality control and assurance to ensure proper performance under this Agreement; and shall permit a COUNTY representative or other regulatory official to monitor, assess, or evaluate CONTRACTOR's performance under this Agreement at any time, upon reasonable notice to the CONTRACTOR. 14. Independent Contractor/Employment Eligibility/Non-Discrimination: 14.1 The CONTRACTOR is, for purposes relating to this Agreement, an independent contractor and shall not be deemed an employee of the COUNTY. It is expressly understood and agreed that the CONTRACTOR (including its employees, agents, and subcontractors) shall in no event be entitled to any benefits to which COUNTY employees are entitled, including but not limited to overtime, any retirement benefits, worker's compensation benefits, and injury leave or other leave benefits. There shall be no employer -employee relationship between the parties; and CONTRACTOR shall hold COUNTY harmless from any and all claims that may be made against COUNTY based upon any contention by a third party that an employer -employee relationship exists by reason of this Agreement. It is further understood and agreed by the parties that CONTRACTOR in the performance of this Agreement is subject to the control or direction of COUNTY merely as to the results to be accomplished and not as to the means and methods for accomplishing the results. 14.2 CONTRACTOR warrants that it shall make its best effort to fully comply with all federal and state statutes and regulations regarding the employment of aliens and others and to ensure that employees performing work under this Agreement meet the citizenship or alien status requirement set forth in federal statutes and regulations. CONTRACTOR shall obtain, from all employees performing work hereunder, all verification and other documentation of employment eligibility status required by federal or state statutes and regulations including, but not limited to, the Immigration Reform and Control Act of 1986, 8 U.S.C. §1324 et seq., as they currently exist and as they may be hereafter amended. CONTRACTOR shall retain all such documentation for all covered employees, for the period prescribed by the law. 14.3 CONTRACTOR shall not discriminate in the provision of services, allocation of benefits, accommodation in facilities, or employment of personnel on the basis of ethnic group identification, race, religious creed, color, national origin, ancestry, physical handicap, medical condition, marital status or sex in the performance of this Agreement; and, to the extent they shall be found to be applicable hereto, shall comply with the provisions of the California Fair Employment and Housing Act (Gov. Code 12900 et. seq), the Federal Civil Rights Act of 1964 Page 4 of 11 Licensing Solution Provider Agreement Number PSA-0001530 (P.L. 88-352), the Americans with Disabilities Act of 1990 (42 U.S.C. S 1210 et seq.) and all other applicable laws or regulations. 15. Entire Agreement: This Agreement, including any attachments or exhibits, constitutes the entire agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous representations, proposals, discussions and communications, whether oral or in writing. This Agreement may be changed or modified only by a written amendment signed by authorized representatives of both parties. IN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute this Agreement. COUNTY OF RIVERSIDE, a political subdivision of the State of California By: L--- Kevin Jeffries, Chairman Board of Supervisors Dated: OCT 2 2 2019 ATTEST: Kecia Harper Clerk oofthe e,{Board By. eputy ^� APPROVED AS TO FORM: Gregory P. Priamos County Counsel By: usanna Oh, Deputy County Counsel Software One, Inc., a Wisconsin corporation By: gita Apodaca Operations Analyst Dated: l oliril90 i g By: �/lG/✓/� g G�//� ✓ G - Laura Reyes Account Team Manager Dated: iN1g1go14 Page 5 of 11 OCT 222019 -7 ILp