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Licensing Solution Provider Agreement Number PSA-0001530 W <br />officers, employees, subcontractors, aps or esen arms arising out o or m any way relating <br />to this Agreement, including but not limited to property damage, bodily injury, or death or any, <br />other element of any kind or nature. CONTRACTOR shall defend the Indemnitees at its sole <br />expense including all costs and fees (including, but not limited, to attorney fees, cost of <br />investigation, defense and settlements or awards) in any claim or action based upon such acts <br />o <br />issions or services.. • Me - <br />ith respect to any action or claim subject to indemnification herein by CONTRACTOR* <br />CONTRACTOR shall, at their sole cost, have the right to use counsel of their own choice and shall <br />have the right to adjust, settle, or compromise any such action or claim without the prior consent <br />of COUNTY; provided, however, that any such adjustment, settlement or compromise in no <br />manner whatsoever limits or circumscribes CONTRACTOR indemnification to Indemnitees as set <br />forth herein.i . . <br />5.3 CONTRACTOR'S obligation hereunder shall be satisfied when CONTRACTOR ha provx ed t <br />COUNTY the appropriate form of dismissal relieving COUNTY from any Iiability for the action <br />or claim involved. <br />Contractor Responsibilities: CONTRACTOR will offer the followingservices to each Enrolled Affiliate <br />at no additional charge. It is the responsibility of the Enrolled Affiliate to determine which roducts and/o <br />services, if any, meet their need and communicate that tote CONTRACTOR. <br />Provide "Fo7i ng year o a e annua spen accor rng o ni•o ed Affi ra e s sped rcatrons. <br />Fuency be determined by each Enrolled Affiliate (monthly, quarterly, etc.).. . <br />)6.2 Provide a s or•t synopsis of why an amendment is needed and the ramification of each amendmen <br />to an enrollment at the time of such amendment. <br />6.3 Provide an updated price list on an annual basis or when requested by Enrolled Affiliate. <br />Fo <br />ONTRACTOR's Microsoft Enterprise Agreement <br />rp gr ent license subscription price attached hereto as Exhibit <br />and service rates attached hereto as Exhibit B. <br />18.ONTRACTOR's Microsoft Ente r�ieni Participation Form attached here o as Exhibit C and, <br />Ir*,Re <br />r by refer Ce <br />n CONTRTOR wr 1 rovr e to COUNTY <br />p N Y e Licensed Support Provider (LSP) <br />eporting of Active Enrollments to Master Microsoft Enterprise Agreement No. 8084445, Select PIus <br />greement No. 7756479, Microsoft Premier, Unified, and MCS Support services, showing a list o <br />enrollments by FebruaryW th of each yealWorms shall be submitted electronically to <br />asterMicrosoftAdmin@rivco.org. A copy of the form is attached hereto as Exhibit D and incorporated <br />he <br />by reference. - - . . <br />10. dministrative fees: CONTRACTOR ill ° w be charged .5 /o of the annual enrollment amount to leverage, <br />he Riverside County Master Microsoft Agreement No. 8084445, Select Plus Agreement No. 7756479, <br />Microsoft Premier, Unified, and MCS Support services. This will be an annual fee, per enrollment <br />,inclusive of Affiliates Shadow Enrollments, Example: A three-year aggregated agreement with a contract <br />mount of $300K, divisible by three years will result in an LSP Participation Fee of $500 annually <br />(l *.54. ilT <br />1 i*ice the Awarded W nually based on the enrollments verified from the <br />Page 2 of 11� <br />0 <br />