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Licensing Solution Provider Agreement Number PSA-0001530 W- <br />This Licensing Solution Provider Agreement is made d entered into this 22ndPof Oe r 2019, y an <br />isbetween Software One, Inc., a Wisconsin corporation ("CONTRACTOR"), and the COUNTY OF RIVERSIDE <br />a political subdivision of the State of California, ("COUNTY"). . <br />WHEREAS, COUNTY and Microsoft Corporation ("Microsoft") have entered into that certain Microsoft <br />• Enterprise Agreement (Master Agreement No. 8084445; the "Master Agreement"), effective August 23, 20190 <br />under which COUNTY has the a ility to e r into one or more enrollments to order certain Microsoft product <br />licenses- <br />L. WITEREAS, CO TRACTOR dcsires to provide support to CpUNTy and its Enrolled Affiliates as <br />defined in the Master Agreement) for said licenses under this Agreement and hereby represents that it has th <br />experience, and l-,nowledge necessar to -rform under this eement- and <br />WHEREAOUNTY des r ONT TOR 's services un er t r gre <br />NOW, THEREFORE, for goa�al le coast era on,, .e recerp an a egZracy r r ere <br />ac wledge p agree as <br />This A reemenn c ovens all enro men s or all pia ucts icense under the Master reement. All terms <br />g <br />and conditions of the Master Agreement, attached as Exhibit E of this Agreement and incorporated by <br />reference, shall apply to the purchase of related products and services. W, <br />(2, This Agreement is available for use by all government entities withhe State of California ((an "E lle <br />WAffiliate") for the duration of the Term (defined below in section 4). Enrollment documents will contain <br />the terms and conditions specific to each entity <br />03. CONTRACTOR agrees to extend the same pricing, terms, and conditions as stated in this agreement to <br />each and every government entity in the State of California. Terms and conditions are governed by this <br />Agreement, the Master Agreement, and the applicable enrollment documents for each entity. Entities small <br />ake purchases in their own name, make direct payment to CONTRACTOR, and be liable directly to <br />CONTRACTOR for all obligations. . 0 . <br />103.1 COUNTY shall in no way be responsible to CONTRACTOR for Enrolled Affiliates' purchases <br />and obligations. COUNTY shall in no way be responsible to other entities for their purchases or <br />any acts or omissions of CONTRACTOR, including but not limited to product selection or <br />implementation, services or other related matters. . . • <br />CONTRACTOR shall notify Enrolled Affiliate in writing of the terms and conditions stated in. <br />A• Section 11. <br />This Agreement shall be effective h gi am November 1, 2019 through October 31 2021 unless tel�xinated <br />arlier (the "Tex " )., <br />5 Hold Haeoemnilication: <br />5. CONTROTOA P['all irldetriify lad Bold hWmess ReCouWyo Riversr Me,i genies, <br />Districts, Special Districts and Departments, their respective directors, officers Board of <br />Supervisors, elected and appointed officials, employees, agents and representatives (individually <br />and collectively hereinafter referred to as Indemnitees) from any liability, action, claim or damage <br />hatsoever, based or asserted upon any services, or acts or omissions, of CONTRACTOR, its <br />Page 1 of 11� OCT 22 A <br />■ <br />