HomeMy WebLinkAboutStaff Report 251-0810
City of Palo Alto
City Man. ager’s Rep r
TO:
FROM:
HONORABLE CITY~ COUNCIL
CITY MANAGER DEPARTMENT:ADMINISTRATIVE
SERVICES
DATE:
SUBJECT:
JUNE 23, 2008 CMR: 251:08
APPROVAL OF RENEWAL OF CONTRACT WITH DELL USA LP IN
THE AMOUNT NOT TO EXCEED $210,550 FOR ONE YEAR WITH THE
OPTION TO EXTEND FOR TWO ADDITIONAL ONE-YEAR TERMS
FOR THE MICROSOFT ENTERPRISE AGREEMENT
RECOMMENDATION
Staff recommends that Council approve and authorize the City Manager or his designee to
execute the attached contract with Dell USA LP in an amount not to exceed $210,550 for one
year with the option to extend for two additional one-year terms for the Microsoft Enterprise
Agreement (MSEA).
BACKGROUND
The City of Palo Alto entered into an agreement with Dell USA LP for the licensing of Microsoft
products in 2005.
In alignment with the Information Technology Strategic Plan, IT established a MSEA, fulfilling
two of the plan’s goals: 1) standardize City operating systems; and 2) standardize office
automation application and complete migration to Microsoft Office.
The County of Riverside issued a competitive RFP on behalf of the Caiifornia County
Information Services Directors Association (CCISDA) for purchases under a MSEA. After the
RFP process, Dell USA was awarded the contract. The MSEA allows all cities, counties, and
state agencies to participate and purchase Microsoft products at significant cost savings.
DISCUSSION
The MSEA is a one-year contract, with the option to extend for two additional one-year terms.
The City will pay a set price per computer per year for all qualified computers in the City and
will be eligible to run the latest versions of the following products:
¯Microsoft Office Professional (including: Word, Excel, PowerPoint, Outlook, Publisher,
and Access)
CMR:251:08 Page 1 of 3
¯Microsoft BackOffice client access license (A license necessary for each device including
a workstation, terminal, and mobile device to access the Windows server network
environment for services such as e-mail and file storage.
¯Microsoft Windows 32-bit operating system (e.g., Windows XP)
Benefits of the MSEA include:
¯Standardization of operating system and office automation applications
¯Simplified license and compliance tracking
¯Flexibility to upgrade to newer versions of Microsoft products
¯Streamlined ordering process
¯Simplified budgetary planning
Selection Process
The City of Pa!o Alto is piggybacking on the current MSEA provided by Dell USA and the
California County Information Services Directors Association (Riverside County Contract
#OIE62044), and this process is sanctioned under Palo Alto Municipal Code Section 2.30.360(j),
by doing this, the City of Palo Alto did not go out to bid. Accordingly a sole source justification
exists for this contract award.
RESOURCE IMPACT
Funds for this contract are included in the Fiscal
Maintenance, Capital Improvement Project (CIP).
Year 2008/09 budget under Application
POLICY IMPLICATIONS
This recommendation does not represent a change to existing City policies.
ENVIRONMENTAL REVIEW
These services do not constitute
(CEQA).
a project under the California Environmental Quality Act
ATTACHMENTS
Attachment A: Contract
CMR:251:08 Page 2 of 3
PREPARED BY:
KB PAI~E
Senior T~h__~nologist
DEPARTMENT HEAD APPROVAL:
Director,~ices
CITY MANAGER APPROVAL:
KELLY
Deputy C
/ STEVE EMSLIE
ers
CMR:251:08 Page 3 of 3
ATTACHMENT A
Microsoft Enterprise Agreement - state and Local
(NOT FOR USE WITH MICROSOFT BUSINESS AGREEMENq’)
Microsoft effithate to complete 0
This Microsoft Enterprise Agreement is entered into between the following entities as of the effective date
identified below. Each party will notify the other in writing if any of the information in the following table
changes.
Name of Entity
County of Riverside
Street Address
2980 Washington Street
City StatelProvince
Riverside, G~ 92504
Country Postal Code
United States
Microsoft Account Manager Name
Contact Name
Michael s.(This person nanales access to e
unless 8 different contact ;S prowded below )
Contact E-mail Address (required for online access)
mikelee@co, rivers ide. ca. us
Phone
909-955-4942
Fax
909-955-4948
Microsoft Account Manager Email
MSLI, GP -6100 Nell Road, Suite 210 - Reno, Nevada USA 8951 !-1137 - Dept. 551, Volume Licensing
Name of Entity County of Riverside
Street address
Contact Name
Information Technology
4080 Ler~n Street, 10th FI.
John A!va
Contact E-mail Address
State/Province
Riverside, CA 92502
PostalCode
United States
City Phone
Count~Fax
j alva@ co. rive rs ida. ca. us
909-955-8325
909-955-3611
SLG Microsoft Enterprise Agreement
v6.1 (Standalone)(indirect)
(North America) March 1, 2003
Cover Page Page 1 of 15
Terms and Conditions
1.Definitions.
In this agreement, "you" means the entity that has entered into this agreement with us, and "we" or "us"
means the Microsoft entity that has entered into this agreement or an enrollment. In addition, the
following definitions apply:
"additional product" means any product other than an enterprise product that an enrolled affiliate chooses
to license under its enrollment;
"affiliate" means (a) with regard to you, (i) any government agency, department, instrumentality, division,
unit or other office of your state or local government that is supervised by or is part of you, or which
supervises you or of which you are a part, or which is under common supervision with you; (ii) any county,
borough, commonwealth, city, municipality, town, township, special purpose district, or other similar type
of governmental instrumentality established by the laws of your state and located within your state’s
jurisdiction and geographic boundaries; and (iii) any other entity in your state expressly authorized by the
laws of your state to purchase under state contracts; provided that a state and its affiliates shall not, for
purposes of this definition, be considered to be affiliates of the federal government and its affiliates; and
(b) with regard to us, any legal entity that we own, that owns us, or that is under common ownership with
us;
"available" means, with respect to a product, that we have made licenses for that product available for
ordering under the Enterprise Agreement program;
"enrolled affiliate" means an entity, either you or any one of your affiliates, that has entered into an
enrollment under this agreement;
"enrollment" means the document that you or your affiliate submits under this agreement to sign up for
the Enterprise Agreement program and make an initial selection of products;
"fix(es)" means product service packs and other fixes that we release generally;
"enterprise" means the enrolled affiliate and the affiliates it chooses on its enrollment to include in its
enterprise;
"enterprise product" means any product that we designate as an enterprise product and that an enrolled
affiliate chooses to license under its enrollment (enterprise products may only be licensed on an
enterprise-wide basis under the Enterprise Agreement program);
"License" means any one of those offerings identified in the Product List (including standard licenses, and
upgrades for desktop operating systems) that provides the right to run the version of the product for which
it is ordered;
"L&SA° means a License and Software Assurance for any product ordered;
"order" means an order on a form that is acceptable to the reseller;
=product" means any product available to license as described on the Product List;
"Product List" means, with respect to any licensing program, the statement published by Microsoft from
time to time on the World Wide Web at http://microsoft.com/licensinq, or at a successor site that we
identify, that identifies the products that are or may be made available under each of the volume licensing
programs, and identifies which products are available to Enterprise Agreement program customers and
any product-specific conditions or limitations on the acquisition of licenses for those products;
"qualified desktop" means any personal desktop computer, portable computer, workstation or similar
device that is used by or for the benefit of an enrolled affiliate or any affiliate included in its enterprise and
that meets the minimum requirements for running any of the enterprise products. Qualified desktops do
not include: (i) any computer that is designated as a server and not used as a personal computer, (ii) any
SLG Microsoft Enterprise Agreement v6 1
(Standalone)(indirect)
(North America) March 1,2003
Terms and Conditions Page 3 of 15
m
For additional products added after the initial order. For each new additional product first
added after signing of the enrollment, the enrolled affiliate’s reference price for al! copies of that
product made at any time during the initial enrollment term (including copies ordered by true up)
will be that price (including the true up price) in effect for the enrolled affiliate’s price level for that
product as of the date of its first order for that product.
For products renewed in a renewal order. Prices are re-established at the beginning of each
renewal term. For each enterprise product and each additional product being renewed, the
enrolled affiliate’s renewal price for all copies of that product made during the renewal term
(including copies ordered by true up) will be the price (including the true up price) in effect for the
enrolled affiliate’s renewal price level for that product as of the date of the renewal order.
For additional products added during a renewal term. For each new additional product first
added during a renewal term, the enrolled affiliate’s reference price for all copies of that product
made at any time during that particular renewal term (including copies ordered by true up) will be
the pdce (including the true up price) in effect for the enrolled affiliate’s renewa! price level in
effect for that product as of the date of the enrolled affiliate’s first order for that product.
How your enrolled affiliates acquire licenses. An enrolled affiliate will acquire its licenses
by executing an enrollment under which it acquires its licenses through its chosen reseller.
Orders under an enrollment will be made out to and submitted to the enrolled affiliate’s reseller.
We will invoice that reseller according to the terms in the applicable enrollment. While such
enrollment will contain reference pdces, the reseller and the enrolled affiliate will determine the
enrolled affiliate’s actual price and payment terms.
c. Choosing and maintaining a reseller.
Resel|ers. Each enrolled affiliate that signs an enrollment must choose and maintain a reseller in
the enrolled affiliate’s area. Resellers are authorized to resell our product licenses, but act
independently and have no authority to bind us.
Change of reseller. If an entity ceases to be a reseller, the enrolled affiliate must choose a
replacement. If an enrolled affiliate intends to change its reseller, a change will only be effected
on the next anniversary of the enrollment effective date. To change a reseller, the enrolled
affiliate must submit written notice to us and the former reseller, on a form that we provide, at
least 30 days prior to the anniversary on which the change is to take effect. In the case of a
change of reseller, the enrolled affiliate is responsible for ensuring that all its obligations to the
former reseller are met.
Reporting country of use. On each order (initial, subsequent, true up or renewal), an
enrolled affiliate must report to us:
For enterprise products - the countries where its qualified desktops covered by that order
are located and the approximate number of such qualified desktops in each of those
countries, and
For additional products - the countries where the enrolled affiliate or its affiliates run those
copies of the additional products covered by that order and the approximate number of
copies run in each of those countries.
This information is for our internal use only and does not change the prices we provide for the
products licensed under this agreement.
How to order enterprise product licenses.
Placing the initial order. Each enrolled affiliate must submit an initial order for the enterprise
products it selects on its enrollment. Except as provided in the following paragraph, the order
must be for L&SA for all enterprise products.
SLG Microsoft Enterprise Agreement v6.1
(Standalone)(indirect)
(North America) March 1, 2003
Terms and Conditions Page 5 of 15
b. Adding new additional products not previously ordered. Each enrolled affiliate may,
during the remainder of the applicable initial enrollment or renewal term, run new additional
products under its enrollment that were not part of the initial order. To do so, the enrolled affiliate
must order L&SA in the month in which the product is first run, covering all copies of that product
run as of the date of the order. For any additional copies of that product run after the date of that
order, the enrolled affiliate must submit orders as described in subsection 4(c) (Placing annual
"true up" orders to account for additional copies) below.
c. Placing annual "true up" orders to account for additional copies. Each enrolled
affiliate may, during the remainder of the applicable initial enrollment or renewal term, run
additional copies of those additional products it previously ordered under subsections (a) and (b),
provided that the enrolled affiliate places a true up order for L&SA for those additional copies.
The enrolled affiliate must submit an order within 15 days after the next anniversary of the
effective date of the enrollment (including anniversaries occurring during any renewal) following
the date on which those copies were first run. For additional copies first run in the year in which
an enrollment expires or is terminated, the enrolled affiliate must submit an order within 15 days
following the expiration or termination date.
Update statements. Each enrofled affiliate must submit an update statement within 15 days
following each anniversary of the effective date of its enrollment, and after expiration or
termination of its enrollment, on a form we provide, unless that enrolled affiliate (i) is running only
enterprise products under its enrollment, and (ii) it is not otherwise required to submit an update
statement under subsection 3(c) (Placing "true up" orders to account for additional desktops)
above.
5.How to confirm orders.
We will publish information about orders placed by each enrolled affiliate, including an electronic
confirmation of each order, on a password-protected site on- the World Wide Web at
http://licensin.q.microsoff.com or a successor site that we identify. Upon our acceptance of this
agreement and enrollments entered into under this agreement, the contact identified for this purpose on
the cover page will be provided access to this site.
License grant - what your enrolled affiliates are licensed to run.
Upon our acceptance of the enrollment, the enrolled affiliate has the following rights during the term of its
enrollment. These rights apply to the licenses obtained under an enrollment and are not related to any
order or fulfillment of software media.
For enterprise products. The enrolled affiliate may run one copy of the latest version (or any
prior version) of each enterprise product, on each qualified desktop. By including affiliates in its
enterprise, the enrolled affiliate sublicenses this right to each of them subject to the terms of this
agreement.
For additional products. The enrolled affiliate may run for its own benefit the number of copies
of each additional product ordered in the latest version (or any prior version). If an affiliate
included in any enrolled affiliate’s enterprise runs any copies of an additional product under this
agreement, those copies are sublicensed from that enrolled affiliate subject to the terms of this
agreement.
The right to run any product licensed under an enrollment is temporary until:
(i) the enrolled affiliate has paid al~ installments of the price for that product license and the
applicable initial enrollment or renewal term during which that product license was ordered has
expired or been renewed, or
(ii)the enrolled affiliate is otherwise entitled to perpetual licenses upon early termination as provided
in subsection 11 (c) (Termination of an enrollment).
SLG Microsoft Enterprise Agreement v6 1
(Slandalone)(indirect)
(North Amedca) March 1,2003
Terms and Conditions Page 7of 15
be governed by the use rights that apply to the latest version of that product available as of
the date of that renewal, including any terms that are more restrictive than those that applied
to a previous version of that product licensed by that enrolled affiliate under its enrollment
during the preceding term. However, if during a renewal term we make available a new
version of that same enterprise product with certain use dghts more restrictive than those use
rights that applied to a prior version licensed under an enrollment that was or became
available during that same term, the enrolled affiliate may run the new version without being
subject to those certain more restrictive use rights.
New features or functionality. The right described in subsections (i) and (ii) above does not
apply to product use rights that relate specifically to new features or functionality added to a
new version.
We will provide each enrolled affiliate with a copy of the applicable product use rights or will make them
available either by publication on the World Wide Web at .h..ttp://microsoft.com/licensinq or at a successor
site that we identify, or by some other reasonable means. You acknowledge that you and your affiliates
have access to the World Wide Web. We do not transfer any ownership rights in any licensed product,
and we reserve all dghts not expressly granted. In lieu of your obligation to indemnify us under various
provisions of the product use rights, you will be responsible for any cost or damages arising from any
claim to which your indemnity obligation would otherwise apply.
8.Software Assurance Membership.
Throughout the term of its enrollment (including any renewal), each enrolled affiliate automatically
qualifies as a member of Microsoft’s Software Assurance Membership program. Membership may entitle
the enrolled affiliates to special benefits. These benefits may be subject to additional terms and
conditions. For a description of these benefits, an enrolled affiliate should consult its reseller or Microsoft
account manager.
bo
Making copies of software.
Copies necessary for internal deployment. Each enrolled affiliate may make as many
copies of the products licensed under its enrollment as necessary to distribute the products to the
users within its enterprise. All copies of any product must be true and complete copies (including
copyright and trademark notices) and be made from CD-ROMs, disk sets or a network source,
acquired from or made available by a Microsoft approved fulfillment source for that product. Each
enrolled affiliate may also have a third party make and distribute copies in its place, but the
enrolled affiliate is responsible for third-party actions to the same extent it would be if the third
party were its employee. You and your affiliates must make reasonable efforts to make
employees, agents and other individuals running a product aware that the product is licensed
from us and may only be run or transferred subject to the terms of this agreement.
Copies for training, evaluation and back-up. During the term of its enrollment (including
any renewal), each enrolled affiliate and any affiliate included in its enterprise may (i) run up to 20
complimentary copies of any additional product in a dedicated training facility on their premises;
(ii) run up to 10 complimentary copies of any product that we make available to ~icense as an
additional product for a 60-day evaluation period; and (iii) make and retain one complimentary
copy of any licensed product for back-up or archival purposes for each of their distinct geographic
locations.
Re.imaging rights. If an enrolled affiliate or any affiliate included within its enterprise has
licensed products from an original equipment manufacturer (OEM), through a retail source or
under any Microsoft program other than this Enterprise Agreement program, it may use copies
made from the media provided under the enrolled affiliate’s enrollment in place of any copies
made from the media provided through that separate source, so long as it complies with the
following restrictions.
SLG Microsoft Enterprise Agreement v6 1
(Standalone)(indirect)
(North America) March 1, 2003
Terms and CondilJons Page 9 o~ 15
eo
Termination of an enrollment - general. Either party to an enrollment may terminate it if
the other party materially breaches its obligations under this agreement, including any obligation
tO submit orders or pay amounts owed (even if such non-payment is caused by non-appropriation
of funds). Except where the breach is by its nature not curable within 30 days, the terminating
party must give the other party 30 days notice and opportunity to cure. If we give such notice to
an enrolled affiliate, we will give you a copy of that notice as well and you agree to assist in
attempting to resolve the problem. If the problem also affects other enrollments and cannot be
resolved between you and us within a reasonable period of time, we may also terminate this
agreement and all other enrollments under it, unless the basis for termination of the enrollment is
non-appropriation of funds to the enrolled affiliate, in which event we may only terminate the
affected enrollment(s). If an enrolled affiliate ceases to be your affiliate, you must promptly notify
us of this fact, and we may terminate its enrollment.
Termination of enrollment- non-appropriation of funds. An enrolled affiliate may
terminate an enrollment without liability, penalty or further obligation to make payments if funds to
make payments under the enrollment are not appropriated or allocated for such purpose, subject
to Section 1 !(e), below (Effect of expiration or termination).
Effect of termination or expiration. Upon expiration or termination of any enrollment, the
enrolled affiliate must order licenses for all copies of products it or its affiliates have run under its
enrollment for which the enrolled affiliate has not previously submitted an order. Except as
provided in the next paragraph, in the event of termination, all unpaid installments of the purchase
price for any licenses will immediately become due and payable, and the enrolled affiliate will be
entitled to perpetual licenses only after all such payments have been made.
If (i) an enrolled affIliate terminates its enrollment as a result of our breach, (ii) we terminate an
enrolled affiliate’s enrollment because it has ceased to be your affiliate, or (iii) you terminate an
enrollment for non-appropriation of funds, or (iv) we terminate an enrollment for non-payment due
to non-appropriation of funds, then the enrolled affiliate will have the following options: It may
immediately pay the total remaining amount due, including all installments, in which case the
enrolled affiliate will have perpetual licenses for all copies of the products it has ordered. As an
alternative, it may pay only amounts due and payable as of the termination date, in which case
the enrolled affiliate will have perpetual licenses for (i) all copies of all products for which payment
has been made in full, and (ii) the number of copies of products for which payment has been
made in installments that is proportional to the amount that has been paid as of the termination
date.
How to renew an enrollment. We will provide each enrolled affiliate with 60 days prior
written notice of expiration of its enrollment or renewal term advising it of its renewal options. An
enrolled affiliate may have the option to renew its enrollment for successive terms of 12 or 36 full
calendar months. We and our affiliates will not unreasonably reject any renewal order. However,
we may make a change to the Enterprise Agreement program that will make it necessary for you
and your enrolled affiliates to enter into new agreements and enrollments.
Placing renewal orders. To renew, the enrolled affiliate must submit a renewal order within 30
days after the previous term expired. The renewal order must be for Software Assurance for (i)
all enterprise products previously ordered for all qualified desktops in the enrolled affiliate’s
enterprise as of the date of that renewal order, and (ii) al! copies of additional products for which
the enrolled affiliate elects to renew Software Assurance. Each renewal term will start the day
following expiration of the prior term. An enrolled affiliate may not add new enterprise products
not previously ordered during the initial term as part of its renewal; to license new enterprise
products it must submit a new enrollment.
Consequences of non-renewal. If the enrolled affiliate elects not to renew its enrollment or
Software Assurance for any additional product under its enrollment, and it otherwise allows
Software Assurance for any copies of any products licensed under its enrollment to lapse, then
SLG Microsoft Enterprise Agreement v6.1
(Standalone)(indirect)
(North America) March 1,2003
Terms and Conditions Page 11 of 15
YOU AND US, AND THEN ONLY TO THE EXTENT EXPRESSLYPROVIDED IN SUCH
AGREEMENT.
15.Defense of infringement and misappropriation claims.
We will defend you against any claim made by an unaffiliated third party that any product or fix infringes
its patent, copyright, or trademark or misappropriates its trade secret, and will pay the amount of any
resulting adverse final judgment (or settlement to which we consent}. You must notify us promptly in
writing of the claim and give us sole control over its defense or settlement. You agree to provide us with
reasonable assistance in defending the claim, and we wiil reimburse you for reasonable out of pocket
expenses that you incur in providing that assistance. The terms "misappropriation" and "trade secret" are
used as defined in the Uniform Trade Secrets Act.
Our obligations will not apply to the extent that the claim or adverse final judgment is based on (i) your
running of the product or fix after we notify you to discontinue running due to such a claim; (it) your
combining the product or fix with a non-Microsoft product, data or business process; (iii) damages
attributable to the value of the use of a non-Microsoft product, data or business process; (iv) your altering
the product or fix; (v) your distribution of the product or fix to, or its use for the benefit of, any third party;
(vi) your use of our trademark(s) without express written consent to do so; or (vii) for any trade secret
claim, your acquiring a trade secret (a) through improper means; (b) under circumstances giving rise to a
duty to maintain its secrecy or limit its use; or (c) from a person (other than us or our affiliates) who owed
to the party asserting the claim a duty to maintain the secrecy or limit the use of the trade secret.. You
will be responsible for any costs or damages that result from these actions.
If we receive information concerning an infringement claim related to a product or fix, we may, at our
expense and without obligation to do so, either (i) procure for you the right to continue to run the allegedly
infringing product or fix, or (ii) modify the product or fix or replace it with a functional equivalent, to make it
non-infringing, in which case you will stop running the allegedly infringing product or fix immediately. If,
as a result of an infringement claim, your use of a product or fix is enjoined by a court of competent
jurisdiction, we will, at our option, either procure the right to continue its use, replace it with a functional
equivalent, modify it to make it non-infringing, or refund the amount paid and terminate the license for the
infringing product or fix..
If any other type of third party claim is brought against you regarding our intellectual property, you must
notify us promptty in writing. We may, at our option, choose to treat these c~aims as being covered by this
section. This Section 15 provides your exclusive remedy for third party infringement and trade secret
misappropriation claims.
Limitation of fiability.
ao Limitation. There may be situations in which you or an enrolled affiliate have a right to claim
damages or payment from us. Except as otherwise specifically provided in this subsection,
whatever the legal basis for the claims, our liability will be limited, to the maximum extent
permitted by applicable law, to direct damages up to the amount you or the enrolled affiliate
have paid for the product giving rise to the claims. In the case of flee product or code you or an
enrolled affiliate are authorized to redistribute to third parties without separate payment to
Microsoft, our total liability to you or the enrolled affiliate will not exceed US$5000. The
limitations contained in this subsection will not apply with respect to the following in connection
with the performance of this agreement:
(i) our obligations under Section 15 to defend third party claims of patent, copyright or trademark
infringement or trade secret misappropriation, and to pay damages resulting from any final
adjudication (or settlement to which we consent) of such claims;
SLG Microsoft Enterprise Agreement v6.1
(Standalone)(indirect)
(North America) March 1, 2003
Terms and Conditions Page 13 of 15
eo
h4
ko
Severability. If a court holds any provision of this agreement to be illegal, invalid or
unenforceable, the remaining provisions will remain in full force and effect and the parties will
amend this agreement to give effect to the stricken clause to the maximum extent possible.
Waiver. No waiver of any breach of this agreement shall be a waiver of any other breach, and
no waiver shall be effective unless made in writing and signed by an authorized representative of
the waiving party.
Force Majeure. To the extent that either party’s performance is prevented or delayed, either
totally or in part, for reasons beyond that party’s control, then that party will not be liable, so long
as it resumes performance as soon as practicable after the reason preventing or delaying
performance no longer exists.
Non-exclusivity. This agreement and all enrollments under it are non-exclusive. Nothing
contained in this agreement or any such enrollment requires you to license, use or promote
Microsoft software or services exclusively. You may, if you choose, enter into agreements with
other parties to license, use or promote non-Microsoft software or services
Entire agreement. The documents identified on the cover page to this agreement constitute
the entire agreement concerning the subject matter and supersede any prior or contemporaneous
communications. In the case of a conflict beb, veen any of these documents that is not resolved
expressly in the documents, their terms will control in the following order: (i) these terms and
conditions and the accompanying cover page; (ii) the Product List; (iii) the product use rights; and
(iv) all enrollments under this agreement. The terms of any purchase order or any general terms
and conditions you or your affiliates maintain, other than those mandatory terms required by
statute or regulation, do not apply. This agreement (except the product use rights and the
Product List) can be changed only by an amendment signed by both parties.
Survival. Provisions regarding product use rights, restrictions on use, evidence of perpetual
licenses, transfer of licenses, warranties, limitations of liability, confidentiality, compliance
verification and obligations on termination or expiration will survive termination or expiration of
this agreement or any enrollment.
Independent contractors. Resellers are independent contractors who act in their own name
and for their own account; they have no authority to bind or impose any obligation or liability upon
US.
Appficable law; Dispute resolution. The terms of this agreement will be governed by the
laws of your state, without giving effect to it~ conflict of laws. Disputes relating to this agreement
will be subject to applicable dispute resolution laws of your state.
Copyright Violation. Except to the extent you are licensed under this agreement, you will be
responsible for your violation of our copyright in the products, including payment of license fees
specified in this agreement for unlicensed use.
SLG Microsoft Enterprise Agreement v6.1
(Standalone)(indirect)
(North America) March 1,2003
Terms and Conditions Page 15 of !5
S taru’End Dates of Coun~ of Riverside Agreement 01E62044 Page 1
Master Agreement Summary
Master A~eement Number 01E62044 Program Enterprise 6
Business Agreement Number Unknown License Ageement Type Government
Primary Customer Name County of Riverside (28329352) A~eement Status Active
Ageement Start Date 2003-10-01 Agreement End Date 2008-12-31
Renewal End Date 2008-12-31 MS Account Manager Russel Buetow
Dell Inc
Fritzi Mulkey
State of CA
Microsoft Licensing Specialist
One Dell Way-RR2C Box 8109
Round Rock, TX 78682
ph: 512-723-4848
fx: 512-283-4848
fritzi_mulkey@dell.com