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HomeMy WebLinkAbout25G - AGMT MICROSOFT SOFTWAREREQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JANUARY 21, 2020 TITLE APPROVE A THREE-YEAR AGREEMENT FOR VOLUME LICENSING AND MAINTENANCE FOR MICROSOFT SOFTWARE AND PRODUCTS THROUGH SOFTWARE ONE, INC. FOR AN AMOUNT NOT TO EXCEED $1,200,000 TO BE FUNDED BY THE INFORMATION TECHNOLOGY FUND {STRATEGIC PLAN NO. 7, 2D} CLERK OF COUNCIL USE ONLY: _••e• ❑ As Recommended ❑ As Amended ❑ Ordinance on 1sl Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO /s/Kristine Ridge FILE NUMBER CITY MANAGER RECOMMENDED ACTION Approve and authorize the City Manager to execute an agreement to renew licensing solution provider agreement with Software One, Inc. for the purchase of Microsoft software licenses, for a three-year period, beginning February 1, 2020, through January 31, 2023, in the amount not -to - exceed $1,200,000, subject to non -substantive changes and approved by the City Manager and City Attorney. Authorize the City Manager to execute the Microsoft Enterprise Enrollment Agreement from February 1, 2020 to January 31, 2023 for volume licensing and maintenance. DISCUSSION The City of Santa Ana licenses many products from Microsoft Corporation. The City's core software infrastructure is based on Microsoft's desktop, server, collaboration, and development products. The Microsoft Enterprise Agreement positions the City to continue to acquire product licenses at a volume discount and to also benefit from the next generation of Microsoft platform products seamlessly through ownership of Software Assurance. The risk from the liability of using unlicensed Microsoft products could be monetarily very large. Purchasing a Microsoft enterprise volume license for the entire organization is a cost-effective means for managing Microsoft software as a resource and greatly simplifies licensing by requiring a single transaction to acquire licenses for the City. In addition, the enterprise volume license allows the City to obtain software assurance, which provides the City with the legal right to continue to receive the current version of some Microsoft products used by the City, including our Exchange Server, Share Point Server, Windows Servers, and SQL Server databases. The City is opting to not maintain software assurance on the Microsoft Office Suite products in anticipation of moving to Office 365 within the next three to five years. 25G-1 Renew Agreement for Microsoft Volume Licensing January 21, 2020 Page 2 The City of Santa Ana purchases Microsoft software licenses through a joint, volume licensing program known as the County of Riverside's Microsoft Enterprise Agreement ("MSEA"). This request is for a renewal of the City's MSEA. The County of Riverside's master agreement with Microsoft is based on participation of any county, city, and special district in the state. The very large volume of Microsoft products used by these statewide agencies has allowed the County of Riverside to obtain deep discounts for these products, which in turn are passed on to agencies participating under this master agreement with Microsoft. Specifically, this is a request for the City to participate in the volume licensing and support services agreements for Microsoft Product Licensing and Maintenance as described in the Riverside County Microsoft Enterprise Agreement (Master Agreement No. 8084445), effective August 23, 2019. The City's participation under this agreement will ensure the City the lowest pricing for Microsoft licensing and support services. Acting as Microsoft's reseller for the agreement will be Software One, Inc. The County of Riverside conducted a competitive process among ten firms qualified to serve as the Licensing Solution Provider (LSP) under the County of Riverside / Microsoft agreement. Software One, Inc. entered into Licensing Solution Provider Agreement Number PSA-0001530 in October 22, 2019 (Exhibit 2). In summary, Staff requests that the City Council approval of a three-year enterprise volume licensing agreement and a three-year Select program agreement with Microsoft Licensing, GP, using the terms and conditions set forth by the County of Riverside, California using Software One, Inc. as the Licensing Solution Provider (Exhibit 1). STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #7 — Team Santa Ana, Objective #2 (establish communications plans to engage and inform employees and the community about City Activities), Strategy D (invest in software/resources that will help streamline the flow of information to City staff and the public). FISCAL IMPACT Funds are budgeted and are available in the Information Technology Fund 10920147-62306. The annual amount fluctuates to support changes in City business operations. The table below indicates an estimate of what may be required, allowing for growth. Fiscal Account Unit — Fund Accounting Unit, Amount Year Account # Description Account Description 2019-20 10920147-62306 Information Data Center $250,000 Technology 2020-21 10920147-62306 Information Data Center $400,000 Technology 2021-22 10920147-62306 Information Data Center $550,000 Technology 25G-2 Renew Agreement for Microsoft Volume Licensing January 21, 2020 Page 2 19 > > :ii��l � �LF� ril 1�J ► I �> `y9 ► I �L�KK�1�J ► � �91 Jack Ciulla Kathryn Downs Chief Technology and Innovations Officer Executive Director Information Technology Department Finance and Management Services Agency Exhibits: 1. Licensing Solution Provider Agreement 2. Licensing Solution Provider Agreement Number PSA-0001530 25G-3 Exhibit 1 LICENSING SOLUTION PROVIDER AGREEMENT FOR THE CITY OF SANTA ANA UNDER THE MICROSOFT ENTERPRISE AGREEMENT AND SELECT SOFTWARE LICENSING AGREEMENT THIS AGREEMENT is made and entered into on this 21 ST day of January, 2020 by and between Software One, hie., a Wisconsin corporation ("Software One"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. The City has elected to purchase Microsoft licenses and services under the terms and conditions of the Microsoft Enterprise Agreement and Microsoft Select program for State and Local Governments and the Microsoft SLP Agreement for State and Local Governments. B. The City has selected Software One as the licensing solution provider through which the City intends to purchase the above products. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES a. Software One shall provide Licensing Solution Provider ("LSP") services pursuant to the terms and conditions set forth by the Microsoft Enterprise Agreement No. 8084445 for State and Local Governments presently in effect between Microsoft and the County of Riverside (the "Master Agreement'), effective as of August 23, 2019, attached hereto as Exhibit A, and the Volume Licensing ("VL") Enterprise Enrollment, VL Enterprise Amendment, VL Enterprise Enrollment Product Selection Form, and the VL Discount Transparency Disclosure Form, collectively referred to as the "Microsoft Enterprise Enrollment' which are attached hereto as Exhibits B-E, which are additionally referenced in the Signature Form, attached hereto as Exhibit F for the Microsoft Enterprise Enrollment. City retains the right to purchase licenses and/or services pursuant to either Microsoft Agreement, based upon which provides the greater benefit to the City. Said services shall be provided pursuant to the terms and conditions set forth in Exhibits A-E. 2. COMPENSATION a. The total sum to be expended under this Agreement shall not exceed One Million Two Hundred Thousand Dollars ($1,200,000), during the three (3) year term of this Agreement. Pricing levels are subject to the requirements of the Product Selection Form, and the Discount Transparency Disclosure Form and attached hereto within Exhibits D and E. #22376v3 25G-4 b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing Microsoft licenses and related services purchased, subject to City accounting procedures. c. Software One will invoice for products and services off of this agreement in lieu of a purchase order issued by the City. The invoice shall include the City agreement number for reference. 3. TERM This Agreement shall commence on February 1, 2020 and continue through January 31, 2023, unless terminated earlier in accordance with Section 11, below. There is an option to renew this contract for an additional three (3) year term exercisable by the City Council. 4. INDEPENDENT CONTRACTOR Software One shall, during the entire term of this Agreement, be construed to be an independent consultant and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Software One performs the services which are the subject matter of this Agreement; however, the services to be provided by Software One shall be provided in a manner consistent with all applicable standards and regulations governing such services. Software One shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. RECORDS Software One shall keep records and invoices in connection with the work to be performed under this Agreement. Software One shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Software One under this Agreement. All such records and invoices shall be clearly identifiable. Software One shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement once per calendar year and solely for the purposes of verifying charges under the Agreement. 6. CONFIDENTIALITY Each Parry agrees that if it receives from the other information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, each agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also #223760 25G-5 information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either parry by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the other disclosed in a publicly available source; (c) is in rightful possession of the parties without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by Software One without reference to information disclosed by the City. 7. CONFLICT OF INTEREST CLAUSE Software One covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 8. NON-DISCRIMINATION Software One shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Software One affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 9. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Software One, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Software One. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Software One or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 10. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Software One, Software One may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other contractors retained by City. #223760 25G-6 11. TERMINATION This Agreement may be terminated by the either party upon thirty (30) days written notice of termination. In such event, Software One shall be entitled to receive and the City shall pay Software One compensation for all services performed by Software One prior to receipt of such notice of termination. 12. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 13. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 14. PROFESSIONAL LICENSES Software One shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Software One shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 15. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 #223760 25G-7 With courtesy copies to: Chief Innovations Officer Information Technology City of Santa Ana 20 Civic Center Plaza (M-42) Santa Ana, CA 92702-1988 Fax:714-647-5381 To Software One: Software One, Inc. 20875 Crossroads Circle Suite 1 Waukesha, WI 53186-4093 A parry may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 16. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. #223760 [signature page to follow] 25G-8 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF SANTA ANA Daisy Gomez Kristine Ridge Clerk of the Council City Manager APPROVED AS TO FORM: SONIA R. CARVALHO SOFTWARE ONE, INC.: City Attorney By: /►'- -f�L yq John NY Funk By: Margarita Apodaca Assistant City Attorney Title: operations Analyst RECOMMENDED FOR APPROVAL: Jack ' lla Chie ovations Officer Info ation Technology #223760 25G-9 EXMBIT A MASTER AGREEMENT 8084445 ,rz u,x 25G-10 I I Microsoft Document Headersheet " This is for inforinational purposes only I I MS5-®000004� 75255 (MSLI Tracking Number) 4 Doc Type: � A,g6'eei11 ent 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 i ProgramNersion EA 6 2016 (Scanning Code) ACCOUNT: County of Riverside Outsourcer Name: �S Business Agreement Number: Master Agreement Number: 8084445 Agreement Number: Purchase Order Number: Comments: OI2312019 9:42:31 PM 25G-11 o` Microsoft Volume Ucensing Enterprise Agreement State and Local -slot for Use. Will Wcrosoll nHYInYY9 AfJrP,HHIHnt ortdi@(rsnfl Ra hemY el$I 111"Mme., Agapta IH.rd This Microsoft Enterprise Agreement (Agrdement") Is entered into between the entitles Identified on the signature form. I 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 Identilied'lherein, (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 under this Agreement. Please note: Documents referenced In this Agreement but not attached to the signature form may be found at liltoJrvAvvv.microsofl.cornllicensinnlconlracts and are incorporated in this Agreement by reference, Including the Product Tenns 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 shouldl review such documents carefully, both at the thnie of signing and periodically thereafter, and fully understand all terms and conditions applicable to Products licensed. Terms and Conditions 1, Definitions. "Affiliate" means with regard to Customer, (1) any government agency, department, office, instrumentality, division, unit or other entity of Tile stale or local government that is supervised by or is parl of Customer, or which supervises Customer or of which Customer Is a part, or which is under common supervision with Customer: (iq any county, borough, comrrlonweallh, city, municipality, town, township, special purpose . district, or other similar type of governmental instrumentality established by the laws of Customer's state and located within Customer's stale jurisdiction and geographic boundaries; and (iff) any other entity in Customer's state expressly authorized by the laws of Customer's stale to purchase under slate contracts; provided that a state and Its Affiliates shall not, for purposos of this definition, be considered to be Affiliates of the federal government and its Affiliates; and ' b. with 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 nil text, sound, software, image, or video 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 Cusloner's Affiliates that has entered Into an Enrollment under this Agreement. I.A20 IMIrg11S14L(i(EPlrillrinv2b le) Page I or I I nnni nenr X20-102WJ "Enrollment" means the document that an Entailed Affiliate submits under this Agreement to place orders for Products. "Enterprise" means an Enrolled Affiliate and the Affiliates for which It is responsible and chooses on its Enrollment to include in its enterprise. l "Fixes" means Product fires, modifications mor enhancements, or their derivatives, that Microsoft either releases generally (such as Product servicoipacks) or provides to Customer to address a specific issue. "License" means the right to download, Install, access and use a Product. For certain Products, a License may be available on a fixed term or subscription basis ("Subscription License"). Licenses for Online Services will be considered .Subscription Licenses. 'Microsoft' means the Microsoft Affilialo that has entered Into this Agreament 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 Terms` means the additional terms that apply to Customer's use of Online Services Published on the Volume Licensing Site and'updaled front time to time. "Product" means all products Identified in the Product Teens, such as all Software, Online Services and olherweb-based services, including pre-release or beta versions. - "Product Terms" means the document that provides Information about Microsoft Products and Professional Services available through volume licensing. The Product Terms document is published on the Volume Licensing Site and Is updated tram time to time. "SLA" means Service Level Agreement, wh& specifies the nilydi tum service level for Online Services and is published on the Volume Licensing Site. "Software" means licensed copies of Mlerosott 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 Pioduci Terms. "Trade Secret" means information that is not generally known or readily ascertainable to the public, has econornie value as a result, and has been subject to reasonable steps antler the circumstances to maintain its secrecy. I "use" or "run" means to copy, install, use, access, display, run or otherwise Interact. "Use Rih(s° means the use rights or terms 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. "V011rme Licensing Silt' means hlintftwvnv.nalcrosofl.comllicensingfconlracts or a successor site. 2. How the Enterprise program works. a. General. The Enterprise program consists of the terns and conditions on which an Enrolled Affiliate may acquire Product Licenses. Under the Enterprise program, Customer and Its Affiliates may order Licenses for Products by entering Into Enrollments. b. Enrollments. Thu 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. Notwithstanding any other provision of this Agreement, only Enrolled Affiliates Identified In an Enrollment will be responsible tot complying with the terms of that Enrollment. including thb terns of this Agreement incorporated by reference In that Enrollment. FA20 IORgIr(US)31 ntF.PICIxNavtnle) P.'W 2 at n omunrnmll x?.O.iw a c. Licenses. The types of Licenses available are (1) Licenses obtained under Software Assurance (L&SA), and (2) Sub'scription Licenses. These License types, as well as additional License Types, are furlher desdibed in the Product List. 3. Licenses for Products. 1 a. License Grant. Microsoft grants the Enterprise a non-exclusive, worldwide and limited right to download, install and use software Products, and to access grid 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 rlbhts not expressly granted in this Agraemenl. 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 (1) Products (other than Onlhie Services). The Use Rights In affect an the effective dale of the applicable Enrollment term will apply to Enterprise's use of the version of each Product trial 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 padkiular version will not apply unless the Enrolled Affiliate chooses to have [hose changes apply. The Use Rights applicable to perpetual Licenses that were acquired under a previous agreement or Enrollment are determined by the Agreement or Enrollment under which they were acquired Renewal of Software Assurance does not change which Use Rights appiy to those Licenses. (11) Online Services, For Online Services, the Use Rights in effect an the subscription start dale will apply for the subscription term as defined In the Product Terms, d. Downgrade rights. Enrolled Affiliate may use an earlier version of a Product other than Online Services than the version that is current on the effective date of the Enrollment. For Licenses acquired in the current Enrollmehl term, the Use Rights for current version apply to the use Of Ills earlier version. If the earlier Product version Includes features that are not in the new version, then the Use Rights applicable to the earlier version apply with respect to those features. New Version Rights under Software Assurance. Enrolled Affiliate must order mid 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 EnIoiled 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. (d[) If 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. 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. EA201 SA9,(US)8LG(CNGI(No✓20IS) page 8 or 11 06CUrilaril X20-IU209 25G-14 g. Reorganizntions, consolidations and privntizations. If the numberof licenses covered by -an Enrollment changes by more than ten percent as a result of (1) a reorganization, consolidation or privatizallort of an entity 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 third pady that has an existing agreement or Enrollment; Microsoft will work with Enrolled Affiliate in good faith to determine how to accommodate its changed circumstances In the context of this Agreemenl- 4. Making copies of Products and re -imaging rights. a. General. Enrolled Affiliate ma$ mal(e 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 mastencopfes obtained from a Microsoft approved fulfillment source. Enrolled Affiliate may use a third party to make these copies, but Enrolled Affiliate agrees it will be responsible foranythird party'sactions. Enrolled Affiliate agrees to make reasonable efforls to notify Its employees, agentsr and any other individuals who use Hie Products that the Products are licensed from Microsoft and subject to the terms of this Agreement. b. Copies for traininglevaluntion and back-up. For all Products other than Online Services. Enrolled Affiliate may: (1) use by to 20 complimentary copies of any licensed Product in a dedicated training facility on its promises for 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 complimentary copy of arty licensed Product for back-up or archival purposes for each of Its distinct geographic locations. Trials for Online Services may be available if specified in the Use Rights. c. Right to re -Image. In certain cases, ie-imaging is permitted using the Product media. If the Microsoft Product is licensed (1) front 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 Agreennentlmay generally be used to create Images for use in place of copies provided Through that separate source. This right is conclitional upon the following: (i) Separate Licenses must be acquired from the separate source for each Product that is re - imaged. (if) 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 Ilia re -imaged Product permitted remains the some. (111) Except for copies of in opeiating system and copies of Products licensed under another Microsoft program, the Product type (e.g., Upgrade or full License) re -imaged must be identical to the Product type licensed from the separate source. (iv) Enrolled Affiliate must adhere to any Producl-specific processes or requirements for re - Imaging Identified In the Product Terms, Re -imaged Products remain sulijecl to the terms and use rights of the License acquired from the separate source. This subsection does not create or exlerxl any Microsoft warranty or support obligation. 5. Transferring and reassigning Licenses. a. License transfers. License Iransfers are not permitted, except that Customer or an Enrolled Affiliate may transfer only fully -paid perpetual Licenses to: (I) an Affiliate, or (if) a third party solely in connection with the transfer of hardware or employees to whom the Licenses have been assigned as part of (A) a privatization of an Affiliate or agency or of an E.A2016AJ1(UsiSLG(EPIG;(140v2O 10) Page of it DWIV11e111 X20.10200 25G-15 operating division of Enrolled Affiliate or an Affiliate. (B) a reorganization, or (C) a consolidation, l Upon such transfer, Cuslomer'or Enrolled Affiliate must uninstall and discontinue using the licensed Product and render any copies unusable. b. Notification of i.ir ease Transfor. Enrolled Affiliate muss notify Microsoft of a License transfer by completing a license transfer form, which can be obtained from hltoaAvwvcmlcrosofLcomd:censlnn/cmliracls and sending the completed form to Microsoft before the License transfer. No License transfer will he valid unless Enrolled Affiliate provides to the transferee, and the transferee accepts in willing, documents sufficient to enable the transferee to ascertain the sro(ie, purpose and limitations of the rights granted by Microsoft under the licenses being transferred (includingthe applicable Use Rights, use and Iransfer restrictions, warranties and (iin ilat ions of liability). Any License transfer not nlade in compliance with this section will be void. i c. Internal Assignment of Licenses and Software Assurance. Licenses and Software Assurance must be assigned In a single user or device within the Enterprise. Licenses and Software Assurance may be reassigned within the Enterprise as described In the Use Rights. 6. Term and termination. a. Term. The term of ]his Agreement will be 36 full calendar months from the effective dale unless terminated by either party as described below. Each Enrollment will have the term provided in that Enrollment. b. Termination without cause. Either party may terminate this Agreement, without cause, upon 60 days' Wrilten notice. In the ebenl of termination, new Enrollments will not be accepted, but any exisling Enrollment will continue for the term of such Enrollment and will continue to be governed by this Agreement. c. Mid-term termination for nor appropriation of Funds. Enrolled Affiliate may terminate this Agreement or an Enrollment without liability, penalty or further obligation to make payments If funds to make payments under the Agreement or Enrollment are not appropriated or allocated by the Enrolled Affiliate forsucfi purpose. d. Termination for cause. Without limiting any other remedies it 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 the 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 lime, Microsoft may terminate this Agreement and all Enrollments under it. If an 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 Customers Affiliate, then Enrolled Affiliate will have the early termination rights described in the Enrollment. e. Early termination. If (1) an Enrolled Affiliate terminates Its Enrolment Be a result of a breach by Microsoft, or (2) if Microsoft terminates an Enrollment because the Enrolled Affiliate has ceased to bean Affiliate of Customer, or (3) Enrolled Affiliate terminates an Enrollment for non - appropriation of funds, or (4) Microsoft terminates an Enrollment for non-payrment due to non - appropriation of funds, then the Enrolled Affiliate will have the following options: (i) It may immediately pay the total remaining amount due, intruding all installments, in which case, the Enrolled Affiliate will have perpetual rights for all Licenses it has ordered: or I FF2nllingl(US):iLGiIEM(i)1N4/101 e•) - Page Sol ll I rN: inienil X2040209 (1t) 11 may pay only amounts due as of the. leiminalion date, in which case the Enrolled Affiliate will have perpetual Licenses for: 1) all copies of Products (Including the latest version of Products ordered tinder SA coverage In the cunent lean) for which payment has been made in full, and 2) the number of copies of Products it has ordered (including the latest version of Products ordered under Software Assurance coverage in current term) that is proportional to the total of installment payments paid versus total amounts due (paid and payable) if the early termination had not occurred. (ill) In the case of early termination under subscription Enrollments, Enrolled Affiliate will have the following options: I -1) For eligible Products, Enrolled Affiliale may obtain perpetual Licenses as described In tile section of the Enrollment tilled "Buy-out option," provided that Microsoft receives the buy-out order for Ihose Licenses within 60 days after Enrolled Affiliate provides notice of termination. 2) In the event of a breodi by Microsoft, II Customer chooses not to exercise a buy -ad option, Microsoft will Issue Enrolled Affilaile a credit for any amount paid in advance for Subscription Licenses that the Enterprise will not be able to use to do the lormination of the EnrollMent. I Nothing in this section shall affect perpetual License rights acqulred either in a separate agreement or in a prior term of the terminated Enrollment. if. Effect of termination or expiration. NA en an Enrollment expires or Is terminated, (1) Enrolled Affiliate must order ILicenses for all copies of Products It has rum for which it has not 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, (II) Enrolled Affiliate's right to Software Assurance benefits under this Agreement ends if it does not renew Software Assurance. g. 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: �1) subjects Microsoft to arty regulation or requirement riot generally applicable to businesses 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. It. 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, and restrictions. a. Products. Unless otherwise specified In a supplemental agreement, Lisa of any Product is governed by the Use Rights s0ecific 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 (he Product to which it applies. If a Fix is riot provided for a specific. Product, any use rights Microsoft 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 Procklcts or Fixes. @AZUIUA(ii(US)SLG(LNG)(Nov2e16) Pape 0 of iI Doaimenl X20-Ie2Ua d. Restrictions. Enrolled Affiliate must riot (and is not licensed to) (1) reverse engineer, decomptle, or disassemble any, product or Fix; (2) Install or use non -Microsoft software or technology In any way that would subject Microsoft's intellectual property or technology to any other license terms; or (3) work around tiny technical limilatlons in a Product or Fix or restrictions in Product documentation. Cuslomer mbsl not (and Is riot licensed to) O separate and rim 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 ports of a product or Fix separately; or (it) distribute, sublicense, rant, lease, land any Products or Fixes, in whole or In part, or use them to offer hosting services to a third party.) e. Reservation of rights. PrOdnrla and Fixes are protected by copyright and other intellectual property rights laws and in[erdallonal treaties. Microsoft reserves all rights not expressly granted in this agreement. Flo rights will be granted or implied by waiver or estoppel. Rights to access or use Software on a device do not give Customer any right to Implement Microsoft patents or other Microsoft Intellectual property in the device Itself or in any other software or devices. 8. Confidentiality. 'Confidential Information' is non-public information that is designated 'confidential" or that a reasonable person should understand is confidential, including Customer Data. Confidential I nformation does not Include information that (a) becomes publicly available without a breach of this agreement, (b) the receiving party received lawfully from 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 take reasonable steps to protect the 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. Each 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, must promptly notify the other party. A party may disclose the other's Confidential Information if required by law; but only after It notifies the other party (if legally permissible) to enable the other party to seek a protective order. Neither party Is required to restrict work assignments of its Representatives who have had access to Confidential inrormation. Each party agrees that the use of Information retained in Representatives unaided memories in the development or deployment of theparties' respective products or services does riot 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 (1) for Customer Data until it is deleted from the online Services, and (11) for all other Confidential Information, for a period of live years after a party receives the Conridential Information. 9. Privacy and compliance With laws. a. Enrolled Affiliate consents to the processing of personal information by Microsoft and Its agents to facilitate the subject matter of this Agreement. Enrolled Affiliate will obtain all required consents from third parties under applicable privacy and data protection law before providing personal information to Microsoft. b. Personal information collected under this agreement (i) may be transferred, stored and processed In the United States or any other country in which Microsoft or its service providers maintain facilities and (li) will be subject to the privacy terms specified in the Use Rights. Microsoft will abide by [lie requirements of European Economic Area and Swiss data protection FA2.010Api(liN)Nr N(PNG)(DIAv20 IIn Pape r or I Uocwnenl x2e.10200 law regarding the collection, use, transfer, retention, and other processing of personal data from the European Economic, Area and Switzadand. a 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 in Alms Regulations, anti end -user, end use and destination restrictions issued by U.S. and other governments related to Microsoft products, services and technologies. 10, Warranties. a, Linnited wan'anties and remedies. (1) Software. Microsoft warrants that each version of the Software will perform substantially as described fn the applicable Product documentation for one year from the date the Enterprise is first licensedifor that version. If it does not and the Enterprise notifies Microsoft within the warranty Iemi, then Microsoft will, al its option (1) return the price Enrolled Affiliate paid for the Software license, or (2) repair or replace the Software. (if) Online Services, Microsoft warrants that each Online Service will perform in accordance Willi 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 tot breach of the warranties in this section. Customer waives any breach of warranty claims not made during the warranty period. b. Exclusions. 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 minimum system re(luirements. These warranties 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 the'lirnited warranties above, Microsoft provides no other warranties or conditions slid disclaims any other express, implied, or statutory warranties, including warranties of quality, title, non -Infringement, merchantability, and fitness for a particular purpose. 11. defense of third party claims. The parties will defend each other against the third-parly claims described in this section and will pay the amount of any resulting adverse final judgment or approved settlement, but only If the defending party Is Promptly notified in writing of the claim and Vale 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 party will 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. 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 Microsoft for a fee and used within the scope or 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 lemts, It may, at Its option, either (1) modify or replace Ilia Product or Fix Willi a functional equivalent; or (2) terminate Enrolled Affiliate's license and refund any prepaid license fees (less depreciation on a five-year, straght-line basis) for perpetual licenses arid any amount paid for Online Services for any usage period after the termination dale. Microsoft will not be liable for any claims ordsmages due to Enrolled Affiliate s continued use of a Produel or Fix after being notified to stop due to a third -party claim. b. By Enrolled Affiliate. To the extent permitted by applicable law, Enrolled Affiliate will defend Microsoft against any third -patty, claim to the extent It alleges that: (1) any Customer Data or CA20I 6Aar(US)SLG(Ei'93)(W0V2016l I Page a or I I Clovimenr X20.10209 non -Microsoft sohwere hosted in an online Service by Microsoft on Enrolled Affiliate's behalf misappropriates a trade secrot or directly Infringes a patent, copyright, Irademadc, or 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, blolales the law or damages a third party. 1 12. Limitation of liability. For each Product, each pa ty s maximum, aggregate liability to the other under (his Agreement is limited to direct damages linally awarded in an anoint not to exceed the amounts Enrolled Affiliate was required to pay for the applicable Products during Ihetlenn of this Agreement, subject to the following: n. Online Services. Por Online Services, Microsoft's maximum liability to Enrolled Affiliate for any incident giving rise to a clair will not exceed the amount Enrolled Affiliate paid for the Online Service during the 12 months before the incident. b. Free Products and Distributable Code. For Products provided free of charge and code that Enrolled Affiliate Is authorized to redistribute to third parties without separate payment to Microsoft, Microsoft's liability is limited to direct damages finally awarded up to US55,000. c. Exclusions. In no event will either party be liable for indirect, incidental, special, punitive, or consequential damages, or for loss of use, loss or business Information, loss of revenue, or interruption of business, however caused or on any theory of Ifabiily. d. Exceptions. No limitation or exclusionswill apply to liability arising out of either parry's (1) 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 of the other party's Intellectual property rights. 13. Verifying compliance. a. Right to verify compliance. Enrolled Affiliate must keep records relating to all use and distribution of Products by Enrdlled Affiliate and its Affiliates. Microsoft has the right, at Its expense, to the extent permitted by applicable law, to vedfy compliance with the Product's license terms. Enrolled Affiliate must promptly provide the Independent auditor with any infomnalfon 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, suhlicenses, or dishlbules to third parties. Enrolled Affiliate agrees to camptete Microsoft';. self -audit process, which Microsoft may require as an alternative to a third party audit. b. Remedies for non-compliance. If verification or self -audit reveals any unlicensed use of distribution, then wllhin 30 days', (1) Enrolled Affiliate must order sufficient Licenses to cover that use or distribution, and (2) if unlicensed use or distribution is 5% or more, Enrolled Affiliate must reimburse Microsoft for the cost Microsoft has Incurred In verification and acquire the necessary additional licenses al •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 Ilcenses purchased compared to actual Install base. If there is no unlicensed use, Microsoft vrlll no( subject Enrolled Affiliate to lanother verification for at least one year. By exercising the rights and procedures described above, Microsoft does not waive its rights to enforce this Agreement or to protect Its intellectual properly by any other means permitted by law. c. 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 self -audit will be used solely for purposes of delermining compliance. This verification will lake place during normal business hours and in a manner Thal does not Interfere unreasonably with Entailed Affiliate's operations, EAUU)Agi tUS)SLGJliNG)(N6v2ene) Page g nu 11 Dcruinxnl X20-10209 14. Miscellaneous. a. Use of contractors. Microsoft may use rontmclors Id perform services, but will be responsible for their performance subject to the terms of this Agreement. b, Microsoft as independent contractor. The parties are independent contractors. Enrolled Affiliate and Microsoft each may develop products independently wilhoul using the other's Confidential Information. c, Notices. Notices to Microsoft must be sent to the address an the signature form, Notices must he 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 upcoming ordering deadlines, services, and subscription information in electronic form, including by small to contacts provided by Enrolled Affiliate. Emails will. be treated as delivered on the transmission dale. d. Agiocment 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 time to time In accordance wilh the terms of this Agreement. Any conflicting terms and conditions contained in an Enrolled Affiliate's purchase' order will not apply. Microsoft may require Customer to sign a new agreement or an amendment before an Enrolled Affiliate enters into an Enrollment under this agreement. I f. Assignment. Either party may assign this Agreement to an Affiliate, 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 Linder the assigned agreement Any attempted assignment without required approval will be void. I 9. Applicable law; dispute resolution. The terms of this Agreement v4tl be governed by the laws of Customer's state, without giving effect to its conflict of laws. Disputes relating to this Agreement will be subject to applicable dispute resolution taws of Custornees state. h. Severabllity. If any provision Intihis agreement is held to be unenforceable, the balance of lite 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. ;Tilts Agreement does not create any third -party beneficiary rights. K Survival. All provisions survive lenrilnalion or expiration of this Agreerltenl except those requiring performance only during the Will of the Agreement. I. Managoment and Reporting. Customer and/or Enrolled Affiliate may manage account details (e.g., contacts, orders, Licenses, software downfoads) on Microsoft's volume Licensing Service Center rvud-) web site (or successor site) at: fJrs.rtwwv ni:crosofl.comllicensino/servu:ecenter. Upon the effective date of this Agreement and any Enrollments, the contact(s) Identified for this purpose Mill be provided acor;ss to this site and may authorize additional users and contacts. in. Order of precedence. In the case of a conflict between any documents in this Agreement that Is not expressly resolved In thosA documents, their terms will control in lite 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 submitted underthls Agreement, and (6) any other documents in this Agreement. Terms In an amendment control over the amended document and any prior amendments concerning the same subject waiter. EA'lnI riAgnJ8)SLG(EIJG)(Nov2n l a) nave 100111 eonxnent X20 162e9 25G-21 I n. Free Products. it is Microsowg 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 PfoductAccessibility 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 1073, and its stale low counterparts. The Voluntary Product Accessibility Templates ("VPATs") for the Microsoft technologies used In providing the Online Services can be found at Microsoft's VPAT page. Further information regarding Microsoft's commihnent to accessibility can be found at htlp.Nwww.mlcrosofl.com/enabla. p. Natural disaster. In the event of a "natural disaster," Miciosort may provide additional assistance or rights by posting them on I)ttolhM rnf.microso4 com at such fime. q. Copyright violation. Except 'as set rolth in the section above entitled "Transferring and reassigning Licenses", the Enrolled Affiliate agrees to pay for, and comply with (he terms of this Agreement and the Use Rights, For Ilie Products it uses. Except to file extent Enrolled Affiliate Is licensed under this Agreement, It will be responsible for its breach of this contract and violation of Microsoft's copyright in lice Products, including payment of License fees specified In this Agreement for unlicensed use. EA.a1N1nrn)5).SI,G(ESIG)(NJaQrf a) Page II of II n01:111rWllf %2110209 25G-22 a ' Microsoft Volurno Licensing Supplemental Contact Information Form This form can be used In combination Willi MBSA, Agreement, and Enroliment(Registralion. However, a separate form must be submitted for each enrollment/registration, when more than one is submitted on a signature form. For the purposes of [his form, 'entity' can mean the signing entity, Cuslorner, Enrolled Affiliate, Govemment Partner, Institution, or other party entering into a volume licensing program agreement. Primary arid Notices contacts in this form will not apply to enrollments or regisirallons. This form applies to: ❑ MBSA l 0 Agreement ❑ Enrollment/Affiliate Registration Form Insert primary entity name if more than one EnrollnienllRegistration 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 mthpleted for each section. By providing contact information, entity consents to Its use for purposes of administering the Enrollment by Microsoft and other pasties Thal help "Microsoft administer this Enrollment. The personal Information provided In connection with This agreement .vill be used and protected according to the privacy statement available at tit ins ii li cen stnc6microsol I. cem. 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 Funderburh Contact email address` RFutideibud(,.@rivco.org Street address` 3450141h Street, 4th Floor City" Riverside StatelProvineW Califarnia Postal code' 92501-3861 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. 2. Software Assurance manager. This contacl will recelvo online permissions to manage the Software Assurance benefits under the Enrollment or Registration. Name of entity' County of Riverside Contact name': First Regina Last Funderburk Contact email address` RFuncterburk@dvco.org Street address' 3450 14th Street, 4th Floor, City*Riverside StatelProvince' California i Postal code' 92501.3861 tiunGmrl:Kl InleForm(rJA.IVD)i EPII"d(pd2011) Page 1 of 3 25G-23 Country' USA Phone" 951-955-2265 Fax ❑ This contact is a third party (not the entity(. Warning: This contact receives personally identifiable informatlon or the entity. 3. Subscriptions manager. This contact will assign MSON, Expression, and TechNet Plus subscription licenses to the Individual subscribers under this Enrollment or Registration. Assignment or 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 FUndelburk Contact email address" RFunderburk cr rivco.org Street address' 3450 14111 Street, 4th Flom' 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: This contact receives personally identifiable Information of the entity. 4. Online services manager. This contact will be provided online permissions to manage the online services ordered under the Enrollment or Registration. Name of entity' County of Riverside Contact name': First Luis Last Flares Contact email address" LFFlofes@Hvco.org Street address' 3450 141h Street, 41h Floor City" Riverside StatelProvince' California Postal code" 92501-3861 Country" USA Phone•951.955-8114 Fax ❑ This contact Is a third party (nor the entity). Warning: This contact receives personally Identifiable information of the entity. 5. Customer Support Manager (CSM). This person is designated as the Customer Support Manager (CSM) for support -related activities. Name of entity' County of Riverside Contact name': First Luis Last Flores Contact email address• LFFlores@fIvco.org Street address' 346014th Street, 41h Floor City'Riverside StatelProvince' California Postal code' 9250'1.3861 Country' USA Phone` 951-955-8114 Fax 6. Primary contact information. An individual from inside the organization must serve as the primary contact. This contact receives online administrator permissions and may grant online access to olhars. This contact also receives all notices unless Microsoft is provided written notice or a change. Name of entity' County of Riverside SupCAnleC11i0012i9m(NA.140)(646)(0d2i) r:q Page 2 03 Contact name: First Jim Last Smith Contact email address' jimsmith@rivco,org Street address' 345014th Street, 4lh Floor City' Riverside StatelProvince' CA Postal code• 9250,13661 Country' US Phone*951-231-5909 Fax Notices contact and online administrator Information. This Individual receives online adminlstrator permissions and may grant online access to others. This contact also receives all notices. ® Same as p linnty confarl Name of entity' Contact name': First Last Contact email address° Street address' City" SlaleWrovince' Postal code' Country' Phone" Fax ❑ This contact Is a third party (not the entity). Warning: This contact receives personally Identifiable information of the entity. Sup(:OulaclhikNnnu(NP.,INUj(ENG)rOcllat3) Nge 3of 3 Microsoft Document Headersheet * This is for informational purposes only' MS5-0000004275258 (MSLI Tracking Number) Doc Type: Amendments uo not modify the formatting or spacing of this Form above this text Subsidiary: Country: United States LAR/LAD/ESA: Insight Direct USA, Inc. Program/Version EA 6 2016 ACCOUNT: County of Riverside Comments: Outsourcer Name: Business Agreement Number: Master Agreement Number: 808444S Agreement Number: Purchase Order Number: 8/23/2019 9:42:40 PM Account Manager Name / Alias: (Scanning Code) 25G-26 ©l Mics•osoi`t Amendment to Contract Documents Arrleanonl PWlabai Vol(rrne Licensing 004•kayleed•5.04 This runendlncnt ("Alnondaent") Is entered Into between the parties Identified on the attached program signature form. It amends the Dirofimenl of Agreement identified above. All lei ms used but not defined In this Amendment will have the salne meanings provided In that Ea'ollmenl of Agreement. Enterprise Agreement Custom Terms CTM 1. Seolion 0a,'Torin", is hereby amended and restated as follows: a. Term. The lean of this Agreement will remain In effect unless terminated by either party as Uesciibed belo%v. Each 174allmenl will have. the Iona provided in that Fnrollmenl. 2. The pricing that Microsofl will offer Enrolled Affilinln',: Reseller for 'Enrollments effeclive. between November 1, 20.10 through October 31, 2021, and that v+lll apply for the entire Initial term of Such Enrollments, is as fallnwx: ProducC _ Price EKamplcs Include but are not limited to Level the following": Enterprise Online Services" Level D M365 E3 and L'•5, Enterprise Mobility + (including Pull USLs. 14oa SA Ininus 27. Security E3 and E5, Office 365 Enterprise USLS, Add.ons and Step Ups) Level D E1 or E3. Windows 10 Enterprise E3 or E5 Office 365Pro Plus, Wintlosys iD Enterprise Products Cnlerprise, Core CAL Suite, Enterprise CAL Suite Additional Products Level O 61365 F1, fv1365 E5 Compliance, M365 E5 Socudly, Office 365 Fnterpdse F1, Project Online, Vislo Online Plan 1 or Plan 2, Dynamics 365, Azure, SOL Server, Windows Server, ele. Server and Tools Product Level D SharePoint Server, SOL Server, BlzTalk (applies to Server and Cloud SOrvor, Visual Studio. Core Infraslnrcturc Enrollments only) Suites, etc. Hit examWes iududa mAnra services Iiat are 1141ablehi eal-er the ecnnnereial o, nwanme,x dmrd nrlenn,rv. "nllnllfylnn Enimp!ine 0.1,rin SaivlfP.1 nrP der,fiRed In be nroducr germs Win ffin ceP Yalae oI "Fo'h1 the ('IbIP,G (M 'P,un!urn Aw-luhll,IV . The uw1m of Ealaµiee D:dine 0.1-ALas Is a rbj.ct la clr-gu as Enlerpdse 04iue Servmes me traded. uAntedrref•.ed ararwvad 6-an the Cnleno6se plcgfaln offering Fxclusions apply In the addilional 2% discount nil Enterprise Online Services as follows: A„e_:Idwa,LSpV rl a CIIA-cPT•UPT-FVVK OD Valle 1 ar J. 25G-27 • The price Hsi month that applies to an order is not a factor 'in determining whether the nddifional2%discount on Enterprise Online Services may he applied to an order. The only applicable factor is the effective date of the Enrollment. • The discount does not apply io any extensions of the initial Tenn or renewal Enrollments. • The discount times not apply to any promotional SKUs. Enrolled Affiliate is entitled to the lower of the pmmolional price or discounted price. The price fevel that applies to Emollmenls effective on or after November 1, 2021 is Level D for all Pradurts. _ The Raselter and the Enrolled Affiliate will determine the Enrolled Affiliale's actual price and ' payment. terms. Except for changes made by this Amendment, the Enrollment or Agreement identified above remains unchanged and In (till force and effect. If there Is any conflict between any provision In this Amendment and any provision in Ilia Enrollment or Agreement identified above, this Arnendnaml shall control. This Amendment must he attached to a signature form to be valid. Amerdmm:tArn M n CTht-CPT-nPFPNK an Paea 7 N 2 7 25G-28 EXHIBIT B VOLUME LICENSING ENTERPRISE ENROLLMENT - STATE AND LOCAL #22376v3 25G-29 Mm® Microsoft Enterprise Enrollment Enterprise Enrollment number 73367119 (Microsoft to complete) Previous Enrollment number (Resellor to complete) Volurne Licensing Framework ID (ifapplicable) State and Local This Enrollment must be attached to a signature form to be valid. This Microsoft Enterprise Enrollment is entered into between the entities as identified in the signature form as of the effective date. Enrolled Affiliate represents and warrants it is the same Customer, or an Affiliate of the Customer, that entered into the Enterprise Agreement identified on the program signature form. This Enrollment consists of: (1) these terms and conditions, (2) the terms of the Enterprise Agreement identified on the signature form, (3) the Product Selection Form, (4) the Product Terms, (5) the Online Services Terms, (6) any Supplemental Contact Information Form, Previous Agreement/Enrollment form, and other forms that may be required, and (7) any order submitted under this Enrollment. This Enrollment may only be entered into under a 2011 or later Enterprise Agreement. By entering into this Enrollment, Enrolled Affiliate agrees to be bound by the terms and conditions of the Enterprise Agreement. All terms used but not defined are located at htto://www.microsoft.com/licensing/contracts. In the event of any conflict the terms of this Agreement control. Effective date. If Enrolled Affiliate is renewing Software Assurance or Subscription Licenses from one or more previous Enrollments or agreements, then the effective date will be the day after the first prior Enrollment or agreement expires or terminates. If this Enrollment is renewed, the effective date of the renewal term will be the day after the Expiration Date of the initial term. Otherwise, the effective date will be the date this Enrollment is accepted by Microsoft. Any reference to "anniversary date' refers to the anniversary of the effective date of the applicable initial or renewal term for each year this Enrollment is in effect. Term. The initial term of this Enrollment will expire on the last day of the month, 36 full calendar months from the effective date of the initial term. The renewal term will expire 36 full calendar months after the effective date of the renewal term. Terms and Conditions 1. Definitions. Terms used but not defined in this Enrollment will have the definition in the Enterprise Agreement. The following definitions are used in this Enrollment: "Additional Product" means any Product identified as such in the Product Terms and chosen by Enrolled Affiliate under this Enrollment. "Community" means the community consisting of one or more of the following: (1) a Government, (2) an Enrolled Affiliate using eligible Government Community Cloud Services to provide solutions to a Government or a qualified member of the Community, or (3) a Customerwith Customer Data that is subject to Government regulations for which Customer determines and Microsoft agrees that the use of Government Community Cloud Services is appropriate to meet Customer's regulatory requirements. EA20201 EnrGov(US)SLG(ENG)(0Ct2019) Page 1 of 10 Document X20-10635 25G-30 Membership in the Community is ultimately at Microsoft's discretion, which may vary by Government Community Cloud Service. "Enterprise Online Service" means any Online Service designated as an Enterprise Online Service in the Product Terms and chosen by Enrolled Affiliate under this Enrollment. Enterprise Online Services are treated as Online Services, except as noted. "Enterprise Product" means any Desktop Platform Product that Microsoft designates as an Enterprise Product in the Product Terms and chosen by Enrolled Affiliate under this Enrollment. Enterprise Products must be licensed for all Qualified Devices and Qualified Users on an Enterprise -wide basis under this program. "Expiration Date" means the date upon which the Enrollment expires. "Federal Agency" means a bureau, office, agency, department or other entity of the United States Government. "Government" means a Federal Agency, State/Local Entity, or Tribal Entity acting in its governmental capacity. "Government Community Cloud Services" means Microsoft Online Services that are provisioned in Microsoft's multi -tenant data centers for exclusive use by or for the Community and offered in accordance with the National Institute of Standards and Technology (NIST) Special Publication 800-145. Microsoft Online Services that are Government Community Cloud Services are designated as such in the Use Rights and Product Terms. "Industry Device" (also known as line of business device) means any device that: (1) is not useable in its deployed configuration as a general purpose personal computing device (such as a personal computer), a multi -function server, or a commercially viable substitute for one of these systems; and (2) only employs an industry or task -specific software program (e.g. a computer -aided design program used by an architect or a point of sale program) ("Industry Program"). The device may include features and functions derived from Microsoft software or third -party software. If the device performs desktop functions (such as email, word processing, spreadsheets, database, network or Internet browsing, or scheduling, or personal finance), then the desktop functions: (1) may only be used for the purpose of supporting the Industry Program functionality; and (2) must be technically integrated with the Industry Program or employ technically enforced policies or architecture to operate only when used with the Industry Program functionality. "Managed Device" means any device on which any Affiliate in the Enterprise directly or indirectly controls one or more operating system environments. Examples of Managed Devices can be found in the Product Terms. "Qualified Device" means any device that is used by or for the benefit of Enrolled Affiliate's Enterprise and is: (1) a personal desktop computer, portable computer, workstation, or similar device capable of running Windows Pro locally (in a physical or virtual operating system environment), or (2) a device used to access a virtual desktop infrastructure ("VDI"). Qualified Devices do not include any device that is: (1) designated as a server and not used as a personal computer, (2) an Industry Device, or (3) not a Managed Device. At its option, the Enrolled Affiliate may designate any device excluded above (e.g., Industry Device) that is used by or for the benefit of the Enrolled Affiliate's Enterprise as a Qualified Device for all or a subset of Enterprise Products or Online Services the Enrolled Affiliate has selected. "Qualified User" means a person (e.g., employee, consultant, contingent staff) who: (1) is a user of a Qualified Device, or (2) accesses any server software requiring an Enterprise Product Client Access License or any Enterprise Online Service. It does not include a person who accesses server software or an Online Service solely under a License identified in the Qualified User exemptions in the Product Terms. "Reseller" means an entity authorized by Microsoft to resell Licenses under this program and engaged by an Enrolled Affiliate to provide pre- and post -transaction assistance related to this agreement; "Reserved License" means for an Online Service identified as eligible for true -ups in the Product Terms, the License reserved by Enrolled Affiliate prior to use and for which Microsoft will make the Online Service available for activation. EA20201 EnrGov(US)SLG(ENG)(Oct2019) Page 2 of 10 Document X20-10635 25G-31 "State/Local Entity" means (1) any agency of a state or local government in the United States, or (2) any United States county, borough, commonwealth, city, municipality, town, township, special purpose district, or other similar type of governmental instrumentality established by the laws of Customer's state and located within Customer's state's jurisdiction and geographic boundaries. "Tribal Entity" means a federally -recognized tribal entity performing tribal governmental functions and eligible for funding and services from the U.S. Department of Interior by virtue of its status as an Indian tribe. "Use Rights" means, with respect to any licensing program, the use rights or terms of service for each Product and version published for that licensing program at the Volume Licensing Site and updated from time to time. The Use Rights include the Product -Specific License Terms, the License Model terms, the Universal License Terms, the Data Protection Terms, and the Other Legal Terms. The Use Rights supersede the terms of any end user license agreement (on -screen or otherwise) that accompanies a Product. "Volume Licensing Site" means http://www.microsoft.com/licensing/contracts or a successor site. 2. Order requirements. a. Minimum order requirements. Enrolled Affiliate's Enterprise must have a minimum of 250 Qualified Users or Qualified Devices. The initial order must include at least 250 Licenses for Enterprise Products or Enterprise Online Services. Enterprise commitment. Enrolled Affiliate must order enough Licenses to cover all Qualified Users or Qualified Devices, depending on the License Type, with one or more Enterprise Products or a mix of Enterprise Products and the corresponding Enterprise Online Services (as long as all Qualified Devices not covered by a License are only used by users covered with a user License). (I!) Enterprise Online Services only. If no Enterprise Product is ordered, then Enrolled Affiliate need only maintain at least 250 Subscription Licenses for Enterprise Online Services. b. Additional Products. Upon satisfying the minimum order requirements above, Enrolled Affiliate may order Additional Products. c. Use Rights for Enterprise Products. For Enterprise Products, if a new Product version has more restrictive use rights than the version that is current at the start of the applicable initial or renewal term of the Enrollment, those more restrictive use rights will not apply to Enrolled Affiliate's use of that Product during that term. d. Country of usage. Enrolled Affiliate must specify the countries where Licenses will be used on its initial order and on any additional orders. e. Resellers. Enrolled Affiliate must choose and maintain a Reseller authorized in the United States. Enrolled Affiliate will acquire its Licenses through its chosen Reseller. Orders must be submitted to the Reseller who will transmit the order to Microsoft. The Reseller and Enrolled Affiliate determine pricing and payment terms as between them, and Microsoft will invoice the Reseller based on those terms. Throughout this Agreement the term "price" refers to reference price. Resellers and other third parties do not have authority to bind or impose any obligation or liability on Microsoft. f. Adding Products. (i) Adding new Products not previously ordered. New Enterprise Products or Enterprise Online Services may be added at any time by contacting a Microsoft Account Manager or Reseller. New Additional Products, other than Online Services, maybe used if an order is placed in the month the Product is first used. For Additional Products that are Online Services, an initial order for the Online Service is required prior to use. EA20201 EnrGov(US)SLG(ENG)(0ct2019) Page 3 of 10 Document X20-10635 25G-32 (ii) Adding Licenses for previously ordered Products. Additional Licenses for previously ordered Products other than Online Services may be added at any time but must be included in the next true -up order. Additional Licenses for Online Services must be ordered prior to use, unless the Online Services are (1) identified as eligible for true -up in the Product Terms or (2) included as part of other Licenses. g. True -up requirements. Enrolled Affiliate must submit an annual true -up order that accounts for any changes since the initial order or last order. If there are no changes, then an update statement must be submitted instead of a true -up order. (i) Enterprise Products. For Enterprise Products, Enrolled Affiliate must determine the number of Qualified Devices and Qualified Users (if ordering user -based Licenses) at the time the true -up order is placed and must order additional Licenses for all Qualified Devices and Qualified Users that are not already covered by existing Licenses, including any Enterprise Online Services. (ii) Additional Products. For Additional Products that have been previously ordered under this Enrollment, Enrolled Affiliate must determine the maximum number of Additional Products used since the latter of the initial order, the last true -up order, or the prior anniversary date and submit a true -up order that accounts for any increase. (iii) Online Services. For Online Services identified as eligible for true -up in the Product Terms, Enrolled Affiliate may place a reservation order for the additional Licenses prior to use and payment may be deferred until the next true -up order. Microsoft will provide a report of Reserved Licenses ordered but not yet invoiced to Enrolled Affiliate and its Reseller. Reserved Licenses will be invoiced retrospectively to the month in which they were ordered. (iv) Subscription License reductions. Enrolled Affiliate may reduce the quantity of Subscription Licenses at the Enrollment anniversary date on a prospective basis if permitted in the Product Terms, as follows: 1) For Subscription Licenses that are part of an Enterprise -wide purchase, Licenses may be reduced if the total quantity of Licenses and Software Assurance for an applicable group meets or exceeds the quantity of Qualified Devices and Qualified Users (if ordering user -based Licenses) identified on the Product Selection Form, and includes any additional Qualified Devices and Qualified Users added in any prior true -up orders. Step-up Licenses do not count towards this total count. 2) For Enterprise Online Services that are not a part of an Enterprise -wide purchase, Licenses can be reduced as long as the initial order minimum requirements are maintained. 3) For Additional Products available as Subscription Licenses, Enrolled Affiliate may reduce the Licenses. If the License count is reduced to zero, then Enrolled Affiliate's use of the applicable Subscription License will be cancelled. Invoices will be adjusted to reflect any reductions in Subscription Licenses at the true -up order Enrollment anniversary date and effective as of such date. (v) Update statement. An update statement must be submitted instead of a true -up order if, since the initial order or last true -up order, Enrolled Affiliate's Enterprise: (1) has not changed the number of Qualified Devices and Qualified Users licensed with Enterprise Products or Enterprise Online Services; and (2) has not increased its usage of Additional Products. This update statement must be signed by Enrolled Affiliate's authorized representative. (vi) True -up order period. The true -up order or update statement must be received by Microsoft between 60 and 30 days prior to each Enrollment anniversary date. The third - year true -up order or update statement is due within 30 days prior to the Expiration Date, and any license reservations within this 30 day period will not be accepted. Enrolled Affiliate EA20201 EnrGov(US)SLG(ENG)(0Ct2019) Page 4 of 10 Document X20-10635 25G-33 may submit true -up orders more often to account for increases in Product usage, but an annual true -up order or update statement must still be submitted during the annual order period. (vii)Late true -up order. If the true -up order or update statement is not received when due, Microsoft will invoice Reseller for all Reserved Licenses not previously invoiced and Subscription License reductions cannot be reported until the following Enrollment anniversary date (or at Enrollment renewal, as applicable). It. Step-up Licenses. For Licenses eligible for a step-up under this Enrollment, Enrolled Affiliate may step-up to a higher edition or suite as follows: (i) For step-up Licenses included on an initial order, Enrolled Affiliate may order according to the true -up process. (ii) If step-up Licenses are not included on an initial order, Enrolled Affiliate may step-up initially by following the process described in the Section titled "Adding new Products not previously ordered," then for additional step-up Licenses, by following the true -up order process. I. Clerical errors. Microsoft may correct clerical errors in this Enrollment, and any documents submitted with or under this Enrollment, by providing notice by email and a reasonable opportunity for Enrolled Affiliate to object to the correction. Clerical errors include minor mistakes, unintentional additions and omissions. This provision does not apply to material terms, such as the identity, quantity or price of a Product ordered. j. Verifying compliance. Microsoft may, in its discretion and at its expense, verify compliance with this Enrollment as set forth in the Enterprise Agreement. 3. Pricing. a. Price Levels. For both the initial and any renewal term Enrolled Affiliate's Price Level for all Products ordered under this Enrollment will be Level "D" throughout the term of the Enrollment. b. Setting Prices. Enrolled Affiliate's prices for each Product or Service will be established by its Reseller. Except for Online Services designated in the Product Terms as being exempt from fixed pricing, As long as Enrolled Affiliate continues to qualify for the same price level, Microsoft's prices for Resellers for each Product or Service ordered will be fixed throughout the applicable initial or renewal Enrollment term. Microsoft's prices to Resellers are reestablished at the beginning of the renewal term. 4. Payment terms. For the initial or renewal order, Microsoft will invoice Enrolled Affiliate's Reseller in three equal annual installments. . The first installment will be invoiced upon Microsoft's acceptance of this Enrollment and remaining installments will be invoiced on each subsequent Enrollment anniversary date. Subsequent orders are invoiced upon acceptance of the order and Enrolled Affiliate may elect to pay annually or upfront for Online Services and upfront for all other Licenses. 5. End of Enrollment term and termination. a. General. At the Expiration Date, Enrolled Affiliate must immediately order and pay for Licenses for Products it has used but has not previously submitted an order, except as otherwise provided in this Enrollment. b. Renewal option. At the Expiration Date of the initial term, Enrolled Affiliate can renew Products by renewing this Enrollment for one additional 36-month term or by signing a new Enrollment. Microsoft must receive a Renewal Form, Product Selection Form, and renewal order prior to or at the Expiration Date. Microsoft will not unreasonably reject any renewal. EA20201 EnfGov(US)SLG(ENG)(0ct2019) Page 5 of 10 Document X20-10635 25G-34 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 renewal. c. If Enrolled Affiliate elects not to renew. (i) Software Assurance. If Enrolled Affiliate elects not to renew Software Assurance for any Product under its Enrollment, then Enrolled Affiliate will not be permitted to order Software Assurance later without first acquiring a new License with Software Assurance. (ii) Online Services eligible for an Extended Term. For Online Services identified as eligible for an Extended Term in the Product Terms, the following options are available at the end of the Enrollment initial or renewal term. 1) Extended Term. Licenses for Online Services will automatically expire in accordance with the terms of the Enrollment. An extended term feature that allows Online Services to continue month -to -month ("Extended Term') is available. During the Extended Term, Online Services will be invoiced monthly at the then -current published price as of the Expiration Date plus a 3% administrative fee for up to one year. If Enrolled Affiliate wants an Extended Term, Enrolled Affiliate must submit a request to Microsoft at least 30 days prior to the Expiration Date. 2) Cancellation during Extended Term. At any time during the first year of the Extended Term, Enrolled Affiliate may terminate the Extended Term by submitting a notice of cancellation to Microsoft for each Online Service. Thereafter, either party may terminate the Extended Term by providing the other with a notice of cancellation for each Online Service. Cancellation will be effective at the end of the month following 30 days after Microsoft has received or issued the notice. (iii) Subscription Licenses and Online Services not eligible for an Extended Term. If Enrolled Affiliate elects not to renew, the Licenses will be cancelled and will terminate as of the Expiration Date. Any associated media must be uninstalled and destroyed and Enrolled Affiliate's Enterprise must discontinue use. Microsoft may request written certification to verify compliance. d. Termination for cause. Any termination for cause of this Enrollment will be subject to the "Termination for cause' section of the Agreement. In addition, it shall be a breach of this Enrollment if Enrolled Affiliate or any Affiliate in the Enterprise that uses Government Community Cloud Services fails to meet and maintain the conditions of membership in the definition of Community. e. Early termination. Any early termination of this Enrollment will be subject to the "Early Termination" Section of the Enterprise Agreement. For Subscription Licenses, in the event of a breach by Microsoft, or if Microsoft terminates an Online Service for regulatory reasons, Microsoft will issue Reseller a credit for any amount paid in advance for the period after termination. 6. Government Community Cloud. a. Community requirements. If Enrolled Affiliate purchases Government Community Cloud Services, Enrolled Affiliate certifies that it is a member of the Community and agrees to use Government Community Cloud Services solely in its capacity as a member of the Community and, for eligible Government Community Cloud Services, for the benefit of end users that are members of the Community. Use of Government Community Cloud Services by an entity that is not a member of the Community or to provide services to non -Community members is strictly prohibited and could result in termination of Enrolled Affiliate's license(s) for Government Community Cloud Services without notice. Enrolled Affiliate acknowledges that only Community members may use Government Community Cloud Services. b. All terms and conditions applicable to non -Government Community Cloud Services also apply EA20201 EnrGov(US)SLG(ENG)(0ct2019) Page 6 of 10 Document X20-10635 25G-35 to their corresponding Government Community Cloud Services, except as otherwise noted in the Use Rights, Product Terms, and this Enrollment. c. Enrolled Affiliate may not deploy or use Government Community Cloud Services and corresponding non -Government Community Cloud Services in the same domain. d. Use Rights for Government Community Cloud Services. For Government Community Cloud Services, notwithstanding anything to the contrary in the Use Rights: (1) Government Community Cloud Services will be offered only within the United States. (ii) Additional European Terms, as set forth in the Use Rights, will not apply. (iii) References to geographic areas in the Use Rights with respect to the location of Customer Data at rest, as set forth in the Use Rights, refer only to the United States. EA20201 EnrGov(US)SLG(ENG)(Oct2019) Page 7 of 10 Document X20-10635 25G-36 Enrollment Details Enrolled Affiliate's Enterprise. a. Identify which Agency Affiliates are included in the Enterprise. (Required) Enrolled Affiliate's Enterprise must consist of entire offices, bureaus, agencies, departments or other entities of Enrolled Affiliate, not partial offices, bureaus, agencies, or departments, or other partial entities. Check only one box in this section. If no boxes are checked, Microsoft will deem the Enterprise to include the Enrolled Affiliate only. If more than one box is checked, Microsoft will deem the Enterprise to include the largest number of Affiliates: 0 Enrolled Affiliate only ❑ Enrolled Affiliate and all Affiliates ❑ Enrolled Affiliate and the following Affiliate(s) (Only identify specific affiliates to be included if fewer than all Affiliates are to be included in the Enterprise): ❑ Enrolled Affiliate and all Affiliates, with following Affiliate(s) excluded: b. Please indicate whether the Enrolled Affiliate's Enterprise will include all new Affiliates acquired after the start of this Enrollment: Exclude future Affiliates 2. 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. By providing contact information, Enrolled Affiliate consents to its use for purposes of administering this Enrollment by Microsoft, its Affiliates, and other parties that help administer this Enrollment. The personal information provided in connection with this Enrollment will be used and protected in accordance with the privacy statement available at https://www.microsoft.com/licensing/servicecenter. a. Primary contact. This contact is the primary contact for the Enrollment from within Enrolled Affiliate's Enterprise. This contact is also an Online Administrator for the Volume Licensing Service Center and may grant online access to others. The primary contact will be the default contact for all purposes unless separate contacts are identified for specific purposes Name of entity (must be legal entity name)* City of Santa Ana Contact name* First Michael Last Fetner Contact email address* mfetner@santa-ana.org Street address* 20 Civic Center Plaza City* Santa Ana State* CA Postal code* 92701-4058- (Please provide the zip + 4, e.g. xxxxx-xxxx) Country* United States Phone* (714) 647-5384 Tax ID * indicates required fields b. Notices contact and Online Administrator. This contact (1) receives the contractual notices, (2) is the Online Administrator for the Volume Licensing Service Center and may grant online access to others, and (3) is authorized to order Reserved Licenses for eligible Online Servies, including adding or reassigning Licenses and stepping -up prior to a true -up order. EA20201 EnrGov(US)SLG(ENG)(0ct2019) Page 8 of 10 Document X20-10635 25G-37 ❑x Same as primary contact (default if no information is provided below, even if the box is not checked). Contact name* First Michael Last Fetner Contact email address* mfetner@santa-ana.org Street address* 20 Civic Center Plaza City* Santa Ana State* CA Postal code*92701-4058- (Please provide the zip + 4, e.g. xxxxx-xxxx) Country* United States Phone* (714) 647-5384 Language preference. Choose the language for notices. English ❑ This contact is a third party (not the Enrolled Affiliate). Warning: This contact receives personally identifiable information of the Customer and its Affiliates. * indicates required fields c. Online Services Manager. This contact is authorized to manage the Online Services ordered under the Enrollment and (for applicable Online Services) to add or reassign Licenses and step-up prior to a true -up order. Same as notices contact and Online Administrator (default if no information is provided below, even if box is not checked) Contact name*: First Michael Last Fetner Contact email address* mfetner@santa-ana.org Phone* (714) 647-5384 ❑ This contact is from a third party organization (not the entity). Warning: This contact receives personally identifiable information of the entity. * indicates required fields d. Reseller information. Reseller contact for this Enrollment is: Reseller company name* SoftwareONE, Inc. Street address (PO boxes will not be accepted)* 20875 Crossroads Circle, Suite 1 City* Waukesha State* WI Postal code* 53186-4093 Country* United States Contact name* MS* Admin Phone*262-317-5555 Contact email address* ms-admin.us@softwareone.com * indicates required fields By signing below, the Reseller identified above confirms that all information provided in this Enrollment is correct. Signature* Y Ir'i'A° (r_ rf';'r.'ii -X Printed name* Bridget Hardwick Printed title* PCE-CSM Date* 1/13/20 indicates required fields Changing a Reseller. If Microsoft or the Reseller chooses to discontinue doing business with each other, Enrolled Affiliate must choose a replacement Reseller. If Enrolled Affiliate or the Reseller intends to terminate their relationship, the initiating party must notify Microsoft and the EA20201 EnrGov(US)SLG(ENG)(0Ct2019) Page 9 of 10 Document X20-10635 25G-38 other party using a form provided by Microsoft at least 90 days prior to the date on which the change is to take effect. e. If Enrolled Affiliate requires a separate contact for any of the following, attach the Supplemental Contact Information form. Otherwise, the notices contact and Online Administrator remains the default. (i) Additional notices contact (ii) Software Assurance manager (III) Subscriptions manager (iv) Customer Support Manager (CSM) contact 3. Financing elections. Is a purchase under this Enrollment being financed through MS Financing? ❑ Yes, M No. If a purchase under this Enrollment is financed through MS Financing, and Enrolled Affiliate chooses not to finance any associated taxes, it must pay these taxes directly to Microsoft. EA20201 EnrGov(US)SLG(ENG)(0ct2019) Page 10 of 10 Document X20-10635 25G-39 �! Microsoft Volume Licensing Previous Enrollment(s)/Agreement(s) Form Entity Name: City of Santa Ana Contract that this form is attached to: Enterprise Enrollment For the purposes of this form, "entity" can mean the signing entity, Customer, Enrolled Affiliate, Government Partner, Institution, or other party entering into a volume licensing program agreement. Please provide a description of the previous Enrollment(s), Agreement(s), Purchasing Account(s), and/or Affiliate Registration(s) being renewed or consolidated into the new contract identified above. a. Entity may select below any previous contract(s) from which to transfer MSDN subscribers to this new contract. Entity shall ensure that each MSDN subscriber transferred is either properly licensed under the new contract or is removed. b. Entity may select below only one previous contract from which to transfer the Software Assurance (SA) Benefit contact details, i.e., benefits contact (not the SA manager) and the program codes, to this new contract. c. An Open License cannot be used to transfer either the SA Benefit details or MSDN subscribers. d. The date of the earliest expiring Enrollment/Agreement that contains SA or Online Services will be the effective date of the new contract (or SA coverage period for Select Plus). e. Please insert the number of the earliest expiring Enrollment/Agreement with SA or Online Services in the appropriate fields of the new contract. PrevEnrAgrForm(WW)(ENG)(Oct2019) ^��_�O Pagel oft L Document X20-12873 EXHIBIT C VOLUME LICENSING ENTERPRISE AMENDMENT TO CONTRACT DOCUMENTS 4'_73760 25G-41 17 Microsoft Amendment to Contract Documents Enrollment Number Volume Licensing 5-0000004618453 These amendments are entered into between the parties identified on the attached program signature form. They amend the Enrollment or Agreement identified above. All terms used but not defined in these amendments will have the same meanings provided in that Enrollment or Agreement. Enterprise Enrollment (Indirect) Invoice for Quoted Price Amendment ID M97 The price quoted to Enrolled Affiliate's Reseller is a fixed price based on an estimated order submission date. Microsoft will invoice Enrolled Affiliate's Reseller based on this fixed price quote. If this order is submitted later than the estimated order submission date, Enrolled Affiliate's Reseller will be charged for net new Monthly Subscriptions (including Online Services) for the period during which these services were not provided. Pricing to Enrolled Affiliate is agreed between Enrolled Affiliate and Enrolled Affiliate's Reseller. SKU Number SKU Description Existing Quantity (ordered in prior Enrollment) Incremental quantities (ordered in renewal Enrollment) AAA-12417 CoreCALBridgeO365FromSA ALNG SubsVL MVL Pltfrm PerUsr 0 3 AAA-11894 O365GCCE3 ShrdSvr ALNG SubsVL MVL PerUsr 3 3 AmendmenLApp v4.0 M97. M325 Page 1 of 2 25G-42 Enterprise Enrollment Early Commitment Amendment ID M325 For the purposes of this Amendment, "Entity" can mean the signing entity, Customer, Enrolled Affiliate, Government Partner, Institution, or other party entering into a volume licensing program agreement. The parties agree that the Enrollment is amended by adding a section entitled "Early Commitment" Early Commitment a. In this Amendment, "Entity" can mean the signing entity, Customer, Enrolled Affiliate, Government Partner, Institution, or other party entering into a volume licensing program agreement. b. This renewal may be earlier than the required timeline. The effective date of this Enrollment shall be one day following the Expiring Enrollment. c. Entity's initial order under this Enrollment includes a renewal of Entity's Software Assurance and/or Subscription Licenses previously ordered under the Expiring Enrollment number 67631100 for the full term of the Expiring Enrollment from the day after expiration. The following conditions apply to this renewal: (i) Entity's final true -up order on the Expiring Enrollment shall be placed at the time this Enrollment is signed and any contents of that true -up order that Entity wishes to renew must also be added to this Enrollment's initial order. (ii) Any subsequent true -up orders placed under the Expiring Enrollment after the signing of this Enrollment must be placed no later than 15 days prior to the Expiring Enrollment's Expiration Date, and must be placed with the assistance of Entity's Microsoft Account Manager, Software Advisor or Reseller. (Ili) During the period between the execution and effective date of this Enrollment, Entity may add new Products to the Expiring Enrollment. No later than 15 days prior to the Expiring Enrollment's Expiration Date, Entity may renew Software Assurance or Subscription Licenses for such Products under this Enrollment with the assistance of Entity's Microsoft Account Manager, Software Advisor or Reseller by submitting a supplemental order. (iv) Entity should tick the following box ❑ if this is the final True Up under their current Expiring Agreement. Exceptfor changes made by these amendments, the Enrollment or Agreement identified above remains unchanged and in full force and effect. If there is any conflict between any provision in these amendments and any provision in the Enrollment or Agreement identified above, these amendments shall control. This Amendment must be attached to a signature form to be valid. Microsoft Internal Use Only: (M97)EnrAmend(Ind)(InvoiceforQuotedPrice)( M97 B WW)(ENG Nov2019 IU .docx (M325)EnrAmend(EarlyCommitment)(WW)(E M325 PLSS NG)(June2019 IU .docx AmendmentApp v4.0 M97,M325 Page 2 of 2 25G-43 EXHIBIT D VOLUME LICENSING ENTERPRISE ENROLLMENT PRODUCT SELECTION FORM #22376v3 25G-44 Enterprise Enrollment Product Selection Form Proposal ID 0900805.006 Language: English (United States) Microsoft I Volume Licensing Enrollment Number Enrolled Affiliate's Enterprise Products and Enterprise Online Services summary for the initial order: Profile Qualified Devices Qualified Users Device / User Ratio Enterpnse Product Platform CAL Licensing Model Enterprise 1,721 1,540 1.1 No User Licenses House use in the cloud 3 3 1.0 Yes User Licenses Total 1,724 1,543 Products Enterprise Quantity House use in the cloud Quantity Client Access License (CAL) Core CAL Core CAL 1,540 - Core CAL Bridge for Office 365 From SA - 3 Windows Desktop Windows Enterprise OS Upgrade 1,721 3 0365 Gov Plan 0365 GCC E3 - 3 Enrolled Affiliate's Product Quantities: Price Group 1 2 3 4 Enterprise Products Office Professional Plus+O(fice Client Access License+ Client Access License Win E3+Win E5+ 365 Pro Plus+Office 365 (Plans Office 365 (Plans E1, E3 + Windows Intune+ Win VDA + Microsoft E3 and E5) + Microsoft 365 and E5) + Microsoft 365 EMS USL + Microsoft 365 Enterprise Enterpnse Enterpnse 365 Enterprise Quantity 3 1 1543 1 1540 1 1724 Enrolled Affiliate's Price Level: Product Offering / Pool Price Level Enterprise Products and Enterprise Online Services USLs: Unless otherwise indicated in associated contract documents, Price level set using the highest quantity from Groups 1 through 4. D Additional Product Application Pool: Unless otherwise indicated in associated contract documents, Price level set using quantity from Group 1. D CTM Page 1 of 2 25G-45 Enterprise Enrollment Product Selection Form Microsoft I Volume Licensing Additional Product Server Pool: Unless otherwise indicated in associated contract documents, Price level set using the highest quantity from Group 2 or 3. D Additional Product Systems Pool: Unless otherwise indicated in associated contract documents, Price level set using quantity from Group 4. D 9 Unless otherwise indicated in the associated contract documents, the price level for each Product offering / pool is set as described above, based upon the quantity to price level mapping below: Quantity of Licenses and Software Assurance Price Level 2,399 and below A 2,400 to 5,999 B 6,000 to 14,999 C 15,000 and above D Note 1: Enterprise Online Services may not be available in all locations. Please see the Product List for a list of locations where these may be purchased. Note 2: Unless otherwise indicated in associated Agreement documents, the CAL selection must be the same across the Enterprise for each Profile. Note 3: Enrolled Affiliate acknowledges that in order to use a third party to mimage the Windows Operating System Upgrade,Enrolled Affiliate must certify that it has acquired qualifying operating system licenses. The requirement applies to Windows Enterprise OS Upgrade.See Product Terms for details. Note 4: If Enrolled Affiliate does not order an Enterprise Product or Enterprise Online Service associated with an applicable Product pool, the price level for Additional Products in the same pool will be price level "A" throughout the term of the Enrollment Refer to the Qualifying Government Entity Addendum pricing provision for more details on price leveling. CTM Page 2 of 2 25G-46 EXHIBIT E VOLUME LICENSING DISCOUNT TRANSPARENCY DISCLOSURE FORM -1'_376v3 25G-47 Microsoft I Volume Licensing Discount Transparency Disclosure Form Date: 12/18/2019 Program: Enterprise 6 Enrollment Number: Renewal Quote Number: 0900805.006 Partner Name: SoftwareONE, Inc. Reseller Address: 20875 Crossroads Circle, Suite 1 Waukesha, WI, United States, 53186-4093 Discount Details For this enrollment, Microsoft provided the Customer's Partner an additional discount off of the Partner's Net Price. The Partner is required, by Microsoft, to pass on the additional discount to the Customer by reducing the Microsoft Product resale price by an amount equal to or greater then the discount. Listed in the table below is the maximum price the partner may charge for the Microsoft Products to be ordered under this enrollment. The Maximum Resale Price (MRP) is calculated by subtracting the additional discount provided to the Partner, from the total estimated resale price for the Microsoft Products. The requirement to pass through the additional discount, does not mean that Microsoft is setting the Customer's actual price. Partners remain free to set the price charged for Microsoft Products at any point equal to or below MRP. The Customer's actual price will be established by a separate agreement between Customer and its Partner. Ordered Products Currency Maximum Resale Price US Dollar 796,203 Note: The Maximum Resale Price listed in the table above only pertains to the Microsoft Products to be ordered under this Enrollment. The content of this form has no impact on the Customer's price for Non -Microsoft products and services. In this forth, the following definitions apply: "Customer" means the entity that may enter or has entered into a Contract with the Partner. "Contract" means a binding agreement between the Partner and Affiliate, under which Customer orders Products from Partner. "Microsoft" means (1) the entity that has entered into an agreement with Partner under which Partner may place orders for Microsoft Products for use by the Customer and (2) the affiliates of such entity, as appropriate. "Maximum Resale Price" means the sum of the Estimated Retail Price for all Microsoft Products ordered under the Customer Contract minus the aggregated discount off of the Partners Net Price provided by Microsoft listed in the currency in which the Partner or Partners reseller transacts with Microsoft. 'Product' means all Microsoft Products identified in the Product Terms, such as all Software, Online Services, and otherweb- based services, including pre-release or beta version. Microsoft product availability may vary by region. Partner: SOftwareONE, Inc. Customer: City of Santa Ana Signature of Customer's authorized representative: Printed name: Printed title: Date: 1 /1 25G-48 EXHIBIT F VOLUME LICENSING - PROGRAM SIGNATURE FORM (EXHIBITS B-E) »3';76N3 25G-49 Microsoft Program Signature Form MBA/MBSA number Agreement number 8084445 Volume Licensing 5-0000004618453 Note: Enter the applicable active numbers associated with the documents below. Microsoft requires 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, Government Partner, Institution, or other party entering into a volume licensing program agreement. This signature form and all contract documents identified in the table below are entered into between the Customer and the Microsoft Affiliate signing. as of the effective date identified below. By 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 (2) agree to be bound by the terms of all such documents. Name of Entity (must be legal entity name)' City of Santa Ana Signature' Printed First and Last Name* Printed Title Signature Date* Tax ID PmgramSignForm(MSSgn)(NA,latAm)ExBRA(ENG)(Oct2019) Page 1 of 2 Document X20-12845 25G-50 Optional 2n1 Customer signature or Outsourcer signature (if applicable) Name of Entity (must be legal entity name)' Signature* Printed First and Last Name' Printed Title Signature Date` indicates required field Name of Entity (must be legal entity name)' Signature' _ Printed First and Last Name' Printed Title Signature Date` If Customer requires additional contacts or is reporting multiple previous Enrollments, include the appropriate form(s) with this signature form. After this signature form is signed by the Customer, send it and the Contract Documents to Customer's channel partner or Microsoft account manager, who must submit them to the following address. When the signature form is fully executed by Microsoft, Customer will receive a confirmation copy. Microsoft Corporation Dept. 551,.Volume Licensing 6100 Neil Road, Suite 210 Reno, Nevada 89511-1137 USA ATTEST: DAISY GOMEZ Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: IF Assistant City Attorney RECOMMENDED FOR APPROVAL: ix 41y JA CIULLA C of Innovations Officer, Information Technology #22112v2 2 5 G -51 Exhibit 2 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. 4. This Agreement shall be effective from November 1, 2019 through October 31, 2021, unless terminated earlier (the "Term"). 5. Hold Harmless/Indemnification: 5.1 CONTRACTOR shall indemnify 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 P2SV 152 OCT 22 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 indernnificationto 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. 8094445, 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. 8094445, 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 "tf--%3 11 12. 13. 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. Contract Management: The contacts for this Agreement for COUNTY shall be both RCIT and Purchasing as listed below. COUNTY Primary Contact: Jim Smith 3450 14th Street Riverside, CA 92501 CONTRACTOR contact: Shelly Bodine 20875 Crossroads Circle, Suite 1 Waukesha, WI 53186 COUNTY Secondary Contact: Rick Hai 2980 Washington Street Riverside, CA 92504 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. 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. 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 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 12)s Qft5 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 patties. IN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute this Agreement. COUNTY OF RIVERSIDE, a political Software One, Inc., a Wisconsin corporation subdivision of the State of California By:� Kevin Jeffries, Chairman M ra g ita Apodaca Board of Supervisors Operations Analyst Dated: OCT 2 2 2019 Dated: 10/16/9o19 ATTEST: Kecia Harper Clerk �o'f/the e, }Board By. eputy APPROVED AS TO FORM: Gregory P. Priamos County Counsel By: �Oh�, Deputy County Counsel By: ;;; ,G /s ✓ C IF Laura Reyes Account Team Manager Page 5 of 11 25G-56 OCT 222019 r ILp 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, BizTalk Server, Visual Studio, Level D 2.10 Core Infrastructure Suites, etc. 5 All products for Select Plus Agreement No.7756479. 3.50 6 Microsoft Premier Support 2.10 7 Microsoft Unified Support Services 2.10 8 Microsoft Consulting Services 20.00 '=f 187 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 A ps Yes $175 2 Build Intelligent A ents Yes $175 3 Machine Learning Yes $175 4 Internet of Thins 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 Modern 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 PowerBl 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 Apps Yes $175 5 SAP on Azure Yes $175 6 Linux on Azure Yes $175 7 Dev Ops Yes $175 8 Business Continuity & Disaster Recover Yes $175 9 Windows Server on Azure Yes $175 10 Security &Management Yes $175 I1 DatacenterMigration Yes $175 LSVft8 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 Modern Desktop Yes $175 7 Office 365 Migration Assistance Yes $175 7a Mail Yes $175 7b Teams Yes $175 7c SharePoint Yes $175 7d OneDrive Yes $175 ' ' 269 Licensing Solution Provider Agreement Number PSA-0001530 Exhibit C Microsoft LSP Participation Form DAVE ROGERS JENT'IFER14ILDER.ACIO RCIT Assistant Chiet Executive OIL= Enterprise tlpp Fications B..,. Chief Istons.tim OLicer GUSTAVO VAZQUEZ, ACID Converged Connmmieadons Btueau JIM SMIT11 Pubhc Safety Enterprise Comrmnne.nions ChWe Uce hnolaev Officer GIL hIEJl4 ACIO Technology Servw,eEuteau Microsoft LSP Participation Form (RFQ #R1VC0-2020-RFQ-0000048 Attachment 3) Complete this form and return to: Payment should be made to: Riverside County Information Technology Attention: RickHai 3450 14th Street, Fourth Floor E-mail: RHai Cdrivice.ore Riverside, CA 92501 County of Riverside TIN #: 95-6000930 Company Name: Software One, Inc. Name: Title: SLED General Nhnuo�er Address: 20875 Crossroads CirSTE 1 City: Waukesha. WI Zip Code: 53186Telephoue #: 800-400-9852 Fax #: Email, Shettv,Bodine i SofhvarcoNE cons 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 oil 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. 9I19/2019 Signature Date Shelly Bodine Printed Name SLED General Manager I0r %O DAVEROGERS Assistant Chief Executive Officer Chief Information Officer JIM SMITH Chief Technology Officer Microsoft LSP Participation Form (RFQ #RTVCO-2020-RFQ-0000048 Attachment 3) Complete this form and return to: Attention: Rick Hai E-mail: RHai(d)rivco.org Company Name: JENNIFER HILBER, ACIO Enterprise Applications Bureau GUSTAVO VAZQUEZ, ACIO Converged Communications Bureau Public Safety Enterprise Communications GIL ME11A, ACIO Technology Services Bureau Payment should be made to: Riverside County Information Technology 3450 14th Street, Fourth Floor Riverside, CA 92501 Comity of Riverside TIN #: 95-6000930 Name: Shelly Bodine Title: SLED General Manager Address: 20875 Crossroads Cir. STE 1 City: Waukesha, WI Zip Code: 53188 Telephone#: 800.400-9852 Fax #: Email: Shelly.BodinencQSoftwareONE.coni 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. LaZz'-,Cc�Az 10/16/2019 Signature Date Margarita Apodaca Printed Name Operations Analyst Title 25G-61 25G-62 Licensing Solution Provider Agreement Number PSA-0001530 Exhibit E Master Agreement Attached include the followings: 1) Signature Form 2) Microsoft Enterprise Agreement 3) Microsoft Enterprise Agreement Amendment Page 11 of 11 25G-63 Microsoft Document Headersheet *This is for informational purposes only MS5-0000004275258 (MSLI Tracking Number) Doc Tyae: Signature Form 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. ProoramNersion 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 9:42:66 PM 25G-64 E0 Microsoft 0 Program Signature Form NIBNMEISA a:rmher Agreamenl numtRer ? 094 4S Volt -me 1-icensing 004-kayleecl-S-04 Note; Enter the applicable Fictive. numbers n%soclaled with the documents below. Micro5oft requlles the associated active number be indicated here, or listed below as new. For the purposes of this form, -Customer" can mean the signing stilly, Enrolled Affiliate, Government Partner, Institution, or otherparty entering into a volume licensing program agreement This signature form and all contract documents identified In the table below are entered Into between the Customer and the Microsoft Affiliate signing, as of the effective dale identified below. Enterprise Agrectooni X20-10209 •'ChooseA reemenl> Document Numberor Code <Choose A reement> Document Number or Code <Cheose AAreemenl> Document Number or Code <Choose Agreement> _ <Choose EnrullmenVRe islration> Document Number or Code_ Document Number or Code <Choose EnrollrnenVRe istration> Document Number or Code <Choose Enrollment/Re istration> I Document Number or Code <Choose EnrollmenVRe Istration> Document Number or Code <Choose Erlrollmenl/Registration> _ Amentlmenl to Contract Documents Document Plumber or Code CTM-CPT-CPT-FWK(IELw) _ By signing below, Customerandthe Microsoft Affiliate agree that both parties (1) have received, read and understand the above conlracl documents, including any websites or docunents incorporated by reference and any amendments and (21 agree to be bound by the terms of all such documents. Name of Entity 9(m it .le I e lily riame)' County of Riverside Signature' Printed First and Lastl7JName' `S icA yrd f- . IA0. r, _ Printed TitleSr 7'COC(Ai$/t'I-k-Irtr`OIR IYa(i J,i2Grr.�1rS� Signature Date' D FI2 Tax ID reeuirpri IIPM 14 I Prv3run5iynFGundri551grq(QIA,LaWn:?ExaRA.MLItENCi?(NyyZe l4j Pagn- I of 2 Microsoft Corporation Signature ` T Printed First and Last Name Microsoft COM Printed Title AUG 2 3 Signature Date (date IAlc:esoRAfhlialc Couglelsig9sl I Chance Agreement Effective Date I /��) 1 0 I of DUIy AUoso, ed p� `1 Mthor (nay be d%erent than IAI.�alt s s:ynatore date) I r 1C1 WQ- CO I! Optional 2n'r Customer signature or Olnsourrer signature (if applicable) Name of Entity (must be legal entity name)" Signature" Printed First and Last Name" Printed Title I Signature Date' 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, InolUde (he approprialo form(s) with this signature form. Afterthis signature form is signed by the Customer, send it and the Contract Documents to Cuslonter's channel pariner or, Micosofl 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. Microsoft Corporation Dept. 551, Volume Licensing 6100 NO Road, Suite 210 Rene, Nevada 80511.If37 USA I PrelnamSi�nrerm(:d45ian1jMA.l wA.m)FwHRA.hll lrFNGIJAeg.ntdl 1'a[lo 2 of 2 of i Microsoft Document Headersheet This is for informational purposes only " MS5-0000004175258 (MSLI Tracking Number) V Doc Type, Agreement Do not modify the formatting or spacing of this Form above this text Subsidiary: Account Manager Name / AGas: Country: United States LAR/LAD/ESA: Insight Direct USA, Inc. i ProoramNersion I 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: I 812312019 9:42:31 PM i 1 25G-67 o' nllicTr-soft Volume 1_icensing Enterprise Agreement State and Local Not for Use With fAmmsoa npslnes5 Aaieenlent or rAi;.lilsnil llw innss and Services Amexmerd i This Microsoft Enterprise Agreement ("Agreement") Is entered Into between the entitles 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 faint and all attachments identifiedtherein, (2) the Product Terms applicable to Products licensed under this Agreement, (3) the Online Services Terms, (A) 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 maybe found at http,BF,ivw.micresof(coml6censinilcontracts 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 deCUrnents carefully, both at the line of signing and periodically thereafter, and fully understand all letfns and conditions applicable to Products licensed. Terms and Conditions 1, Definitions, 'Affiliate" means with regard to Customer, (I) any government agency, department, office, instrumentality, division, unit or other entity of the state or local government that is supervised by or is part of Customer, a which supervises Customer or of which Customer Is a part, of which is under common supervision with customer; (11) any county, borough, commonwealth, city, municipality, town, township, special purpose , district, or other similar type of governmental instrumentality established by the laws of Customer's state and located within Customers stale jurisdiction and geographic boundaries; and (fill any other entity In Customer a stale expressly authorized by the laws of Customers stale 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 Microsoft, any legal enlily 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 dale, including all text, sound, software, image, or video 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. Id1@n16Nn(us)at-C(Enre;)fPlua"la tu? Pone I of I I UoAonlenl X2e-10MJ "Enrollment" means the document that an Enrolled Affiliate submits under this Agreement to place orders for Products. "Enterprise" means an Enrolled Affiliate and the Affiliates for which It is responsible and chooses on its Enrollment to include in its enterprise. I "Fixes" means Product fixes, modifications or 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 download, install- access and use a Product. For certain Products, a License may be available on a fixed term or subscription basis ("Subscription License"). Licenses for Online Services will be considered Subscription Licenses. 'Microsoft" means the Microsoft Affiliate that has entered fntO this Agreement or an Enrollment and its Affiliates, as appropriate. "Online Services" means the Microsoft-hostid services identified as Online Services in the Product Terms. "Online Services Temns" means the additional terms that apply to Customer's use of Online Services published on the Volume Licensing Site andlupdaled from time to time, "Product" means all products identified in the Product Terms, such as all Software, Online Services and otherweti-based services, including pre-release or beta versions. _ "Product Terms" means the document that provides Information about Microsoft Products and Professional Services available through volume licensing. The Product Terms document Is published on the Volume Licensing Site and Is updated from 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 outer benefits for Products as further described in the Produce Terms. 'Trade Seael" means information that is not generally known or readily ascedainable to the public, has econornic value as a result, and has been subject to reasonable steps underthc circumstances 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 byMicrosofl in the Product Terms, The Use Rights for Online Services are published in the Online Services Terms, "VOILIme Licensing Site" means hUo[/lww�.v.mlcrosatLcomllfcensing/contracts or a successor site, 2. How the Enterprise program works. a. General. The Enterprise program consists of the lernis and conditions on which an Enrolled 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 arldlor its Affiliates the ability to enter into one or more Enrollments to -order Products. Subscription Enrollments may be available for some of these Enrollments. Notwithstanding any other provision of this Agreement, only Enrolled Affiliates Identified In an Enrollment will be responsible far complying with the terms of that Enrollment, including the terms of this Agreement incorporated by reference in that Enrollment. FA201cAvnV13)S1 (,(F.NG Wav8016} Page 219 11 nnaimenl X20 10709 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. 3, Licenses for Products, i 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. Cr Applicable Use Rights (1) Products (other then online services). The Use Rights In effect an the effective date of the applicable Enrollment term 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 padlcular version will not apply unless the Enrolled Affiliate chooses to have those changes apply. The Use Rights applicable is perpetual Licenses that were acquired under a 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 an earlier version of a Product other than Online Services than the version that is current on the effective date of the Enrollment. For Licenses acquiredin 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 features That are not in the new version, then the Use Rights applicable to the earlier version apply with respect to those features. e. 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 En cited Affiliate chooses not to use the new version immediately (1) Except as otherwise permitteAd under an Enrollment, use of the new version will be subject to the new version's Use Rights. (if) II the License for the earlierversion of the Product is perpetual at the lime the new version is released, the License for the new version will also be perpetual. Perpetual Licenses obtained through Sofhvare 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 he Em'olled Affiliate's evidence of all Licenses obtained under an Enrollment. EA2016Agr(US)SLC(ENGI(Noo20l e) paoe 3 of 11 noCUrnCnl X20-10200 1 25G-70 g, Reorganizations, consolidations and privatizations. If the number of Licenses covered by -an Enrollment changes by more than fen percent as a result of (1) a reorganization, consolidation or privatization of an enlily or an operaling 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 Ihlyd pady that has an existing agreement or Enrollment, Microsoft will work with Enrolled Affiliate in good faith to delonnine how to accommodate its changed circumstances in the context of this Agreement. i 41. Making copies of Products and re -imaging rights. 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 maslencopies obtained from a Microsoft approved fulfillment source. Enrolled Affiliate may use a third party to make these copies, but Enrolled Affiliate agrees it will be responsible for any third party's actions, Enrolled Affiliate agrees to make reasonable efforts to nolify its employees, agents and any other Individuals who use the Products that the Products are licensed from Microsoft and subject to the leans of this Agreement. b. Collies for traininglevaluation and back-up. For all Products other than Online Services, Enrolled Affiliate may; (1) use by to 20 complimentary copies of any licensed Product in a dedicated training facility on its premises for purposes or training on that padiculalProduct, (2) use up to 10 complimentary copies of any Products for a 00-day evaluation period, and (3) use one complimentary ropy of any licensed Product for back-up or archival purposes for each of Its distinct geographic locations. Trials for Online Services may be available if specified in file Use Rights. c. 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 ronditional upon the following: (1) Separate Licenses must be acquired from the separate source for each Product that is re - imaged. (if) 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 file re -imaged Product permitted remains the same. (ill) Except for copies of an operating 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 Product -specific processes or requirements for re - Imaging identified in the Product Terms. Re -imaged Products remain suGjecl to the terms and use rights of the License acquired from the separate source. This subsection does not create m extend arty Microsoft warranty or supped obligation. ' 5. 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 lot (I) an Affiliate, or (ii) a third party solely in connection 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 EA201F,itrl(IJ&)SLG(EIJGpJnv201 ry page 4 of 11 Docwnool X20 1a2e0 1 25G-71 operating division of Enrolled Affiliate or an Affiliate. (B) a reorganization, or (C) a consolidation. Upon such transfer, Custanier'or Enrolled Affiliate must uninstall and discontinue using the licensed Product and render any copies unusable. b. Notification of License Transfer. Enrolled Affiliate must notify Microsoft of a License transfer by completing a license transfer form, which can be obtained from httna/www.microso(Lonndlcenslnn/cndrncls 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, documents sufficient to enable the transferee to ascertain the soot e, purpose and limitations of the rights granted by Microsoft under the licenses being transferred (includingthe applicable Use Rights, use and transfer restrictions, warrantiesandfimilationsolliability). Any License transfer noCmadeincompliance with this section will be void, c. Infernal Assignment of Licenses and Software Assurance. Licenses and Software Assurance must be assigned to a single user or device within the Enterprise. Licenses and Software Assurance may be reassigned within the Enterprise as described in the Use Rights. 6. Term and termination. a. Term. The term of thisAgreemdnt will be 36 full calendar months from the effective dale unless terminated by either party as described below. Each Enrollment will have the term provided In that Enrollment. b. Termination without cause. Either party may terminate this Agreement, without cause, upon 60 days' written notice. In the evenl or termination, new Enrollments will not be accepted, but any eyisting Enrollment will continue for the form of such Enrollment and will continue 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, penalty or furthem r obligation to alce payments if funds to make payments under the Agreement or Enrollment are not appropriated or allocated by the Enrolled Affiliate for such purpose. it, Termination for cause. Without limiting any other remedies II may have, either party may lerminale 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 lerrnlnating party must give the other party 30 days' notice of its intent to terminate and an opportunity to cure the breach. if Microsoft gives $uch notice to an Enrolled Affiliate, Microsoft also will give Customer a copy of that notice and Customer agrees to help resolve the breach. If the breach affects other Enrollments and cannot be resolved between Microsoft and Enrolled Affiliate, together with Customer's help, within a reasonable period of time, Microsoft may terminate this Agreement and all Enrollments Linder it, If an Enrolled Affiliate ceases to be Customer's Affiliate, it must promptly notify Microsoft, and Microsoft may terminate the former Affiliate's Enrollment. If an Enrolled Affiliate terminates its Enrollment as a result of a breach by Microsoft, or if Microsoft terminates an Enrollment because Enrolled Affiliate ceases to be Customer's Affiliate, then Enrolled Affiliate will have the early termination rights described in the Enrollment. e. Early termination. If (I) an Enrolled Affiliate terminales its Enrollment as a result of a breach by Microsoft, or (2) if Microsoft terminates an Enrollment because the Enrolled Affiliate has ceased to be an Affiliate of Customer, or (3) Enrolled Affiliate terminates an Enrollment for non - appropriation of funds, or (4) Microsoft terminates an Enrollment for non-payment due to non - appropriation of funds, then the Enrolled Affiliate will have the following options: , (1) It may inmiedlalely pay the total remaining amount due.. including all inslallnenis. In which case, the Enrolled Affiliate will have perpetual rights for all Licenses it has ordered: or i 6A'2r/irin(p(u$jSLGft(`lGt(nlov'eail'•) Page 5 of kill r nncrunem xznao.uo I (if) I I rmay pay only amounts dud as of the termination date, in which case the Enrolled Affiliate will have porpehtal Licenses for: 1) all copies of Products (Including the latest version of Products ordered tinder SA coverage In the 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 of Products ordered under Software Assurance coverage in current term) that is proportional to the total of installment payments paid versus total amounts due (paid and payable) if the early termination had not occurred. (fli) In the case of early termination tinder subscription Enrollments, Enrolled Affiliate will have the following opllons: I -1) For eligible Products, Errolled Affiliate may obtain perpetual Licenses as described In the section of the Enrollment tilted "Buy-out option," provided that Microsoft receives the bury -out order for those Licenses within 60 days alter 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 Enrollment, 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 expfrallon. When an Enrollment expires or is terminated (1) Enrolled Affiliate must order Pcenses for all copies of Products it has run for which it has not previously submitted an order. Any and all unpaid payments for any order of any Wad remain due and payable. Except as provided In the subsection titled "Early termination," all unpaid payments for Licenses immediately become due and payable, (II) Enrolled Affiliate's right to Software Assurance benefits under this Agreement ends if it does not renew Software Assuranee, U. Modification or termination of an Online Service for regulatory reasons. Microsoft may modify or terminate an Online; Service where there is any current or future government requirement or obligation that: !(1) subjects Microsoft to any regulation or requirement not generally applicable to buSlneSi0S 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. . 7. Use, ownership, rights, aJId 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 fora specific. Prodder, any use rights Microsoft provides with the Fix will apply. c. Non -Microsoft software and technology. Enrolled Affiliate is solely responsible for any nort- Microsoft software or technology that it Installs or uses with the Products or Fixes. I I LA20I aAcy(US)SLG([RIG)(Nov2U16) P nae 0 of 11 r - Dourmenl X20-1021;t) d. Restrictions. Enrolled Affiliate must riot (and is not licensed to) (1) reverse engineer, decomplie, or disassemble any, Product or Fix; (2) Install or use non -Microsoft software or technology in any way that would subject Microsoft's intellectual property or technology to any other license terms; or (3) work around any technical limitations in a Product or Fix or restrictions In Product documentation. Customer must 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 (il) distribute, sublicense, rent, lease, lend any Products or Fixes, in whole or In part, or use them to offer hosting services to a third party. e. Reservation of rights, Products and Fixes are protected by copyright and other Intellectual property rights laws and inlernatlonal treaties, Microsoft reserves all rights not expressly granted in this agreement. No rights will be granted or implied by waiver or estoppel. Rights to access or use Software on a device do not give Customer any right to Implement Microsoft patents or other Microsoft inlellecual property in the device Itself or In any other software or devices. 8. Confidentiality. "Confidential Information" is non-public information that is designated "confidential" of- that a reasonable person should understand is confidential, including Customer Data. Confidential Information does not Include information that (a) becomes publicly available without a breach of this agreement, (b) the receiving party received lawfully from 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. ' i Each party will lake reasonable steps to protect lire other's Confidential Information and will use the other pares 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. Each 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, must promptly notify the other party. A party may disclose the other's Confidential Information if required by law; but only after it notifies the other party (if legally permissible) to enable the other party to seat( a protective order. Neither party is required to restrict war)( assignments of its Representatives who have had access to Confidential Information, Each party agrees that the use of information retained in Representatives' unaided memories in the development or dejployment of the part)es'respeclive products or services does not create liability under this Agreement or trade secret law, and each party agrees to limit what it discloses la 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 df five years after a party receives the Confidential Information. I 9, Privacy and compliance with laws. a. Enrolled Affiliate consents to the processing of personal information by Microsoft and its agents to facilitate the subject matter :of this Agreement. Enrolled Affiliate will obtain all required consents from third parties under applicable privacy and data protection law before providing personal information to kicrosoft. b. Personal information collected under this agreement (i) may be transferred, stored and processed in the United States or any other country In which Microsoft or its service providers maintain facilities and (it) will be subject to the privacy terms specified In the Use Rights. Microsoft will abide by the requirements of European Economic Area and Swiss data protection r'A2ntnlu1(ls)SI 1:(1ih1(:)(rnv201fh Pnre 7 of I I GOCII ucilI x20-110220e law regarding the collection, use, hanster, retention, and other processing of personal data from the European Economic Area and Swilzedand, c• U.S. export, Products and Fixeis 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 in 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 dale the Enterprise is first licenseclifor that version. If it does not and the Enterprise notifies Microsoft within the warranty tern, Then Microsoft will, at Its option (1) return the price Enrolled Affiliate paid for the Software license, or (2) repair or replace the Software. (11) Online Services. Microsolt warrants that each Online Service will pederm in accordance Willi the applicable SLA during the Enterprise's use. The Enterprise's remedies far 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 ciuring the warranty period. b. Exclusions. 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 minimum system requirements. These warranties do not apply to free, trial, pre-release, or beta products, or to components of Products that Enrolled Affiliate Is permitted to redistribute. c. Disclalmer. Except for Ihe'litnited warranties above, Microsoft provides no other warranties or conditions and disclaims any other express, implied, or statutory warranties, including warranties of quality, title, non -infringement, 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 padywili 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 Microsoft 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 or a third party. If Microsoft is unable to resolve a claim of inhingentelll under commercially reasonable terms, if may, at its option, either ('I ) modify or replace the Product or Fix will) a functional equivalent; or (2) terminate Enrolled Affiliate's license and refund any prepaid license fees (less depreciation on a five -}rear, straight-line basis) for perpetual licenses and any amount paid for Online Services for any usage period after the termination dale, Microsoft will not be liable for any claims ordamagesdue toEnrolled Afhliata_'s continued use ore Producl or Fix after being notified to stop due to a third -party claim. b. By Enrolled Affiliate. To the extent permitted by applicable law, Enrolled Affiliatev.ill defend Microsofl against any third -pally claim to the extent it alleges that: ('1) any Customer Data or CA20 I nAgnUS)SLG(ENG3)(10001a) Page a of II 00virlant X20-10200 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, or other proprletary right of a third party; or (2) Enrolled Affiliate's use of any Product or Fix, alone or in combination with anything else, violates the law or damages a third party. i 12. Limitation of liability. For each Product; each party's maximum, aggregate liability to ilia other under this Agreement is limited to direct damages Finally awarded in an amount not to exceed the arnounts Enrolled Affiliate was required to pay for the applicable Products during the, term of this Agreement, subject to the following: a. Online Services. Per 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 tile'12 menlhs before the incident. b. Free Products and Distributable Code. For Products provided free of charge and code that Enrolled Affiliate Is oulhorived to redistribute to third partles without separate payment to Microsoft, Microsoft's liability is limited to direct damages finally awarded up to U555,000. c. Exclusions. In no event will either party be liable for indirect, Incidental, special, punitive, of ronsequential domages, or for loss of use, loss of business Information, loss of revenue, or interruption of business, however caused or on any theory of liability. d. Exceptions. No limitation or exclusions will apply to liability arising out of either party's (1) 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 property rights. 13. Verifying compliance. a. Right to verify compliance. Enrolled Affiliate must keep records relating to all use and 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 temrs, Enrolled Affiliate must promptly provide the Independent auditor with any Information the auditor reasonably requests in furiherance of the verification, Including access to systems running the Products and evidence of Licenses forProducls Enrolled Affiliate hosts, suhlicenses, or dishibules to third parties. Enrolled Affiliate agrees to complete Microsoft's self -audit process, which MicrosI oft may require as an alternative to a third party audit. to, Rernedtes for non-compliance. if verification or self -audit 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 or distribution is 5% or more, Enrolled Affiliate must reimburse Microsoft for In'e 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 td actual Install base. If there is no unlicensed use, Microsoft will not subject Enrolled Affiliate to innother 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. c, 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 Enralled 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 self -audit 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, EAN1 Pihy1(1-1 b,)SLG( EN(%Nav2lllfi) nRq� s of I l ❑ncumenl X2.41 e2.na 14. Miscellaneous. a. Use of contractors. Microsoft rnayuse contractors to perform services, but will be responsible for their performance subject to the terms of this Agreement. b. Microsoft as independent contractor. The parties are independent contractors. Enrolled Affiliate and Microsoft each may develop products independently without using the other's Confidential Information. c Notices. Noices to Microsoft must be sent to the address on the signature form. Notices must he 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. Email& will be treated as delivered on the transmission dale. 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 with the terns of this. Agreement. Any conflicting terms and conditions contained in an Enrolled Affiliate's purchase order will not apply. Microsoft may require Customer to sign a new agreement or an armendnient before an Enrolled Afflliate enters Into an Ent ollmenl under this agreement. I f_ Assignment. Either party may assign this Agreement to an Affiliate, but must notify the other party in writing,of the assignmeht. Any other proposed assignment must be approved by the non -assigning party In writing. Assignment will not relieve the assigning party of its obligations under the assigned agreement Any attempted assignment without required approval will be void. I g. Applicable law; dispute resolution, Tire terms of this Agreement will be governed by the laws of Customer's state, without giving effeel to its conflict of laws. Disputes relating to this Agreement will be subject to applicable dispute resolution laws of Custontei's state. It. Severabllfty, If any provision Willis agreement is held to be unenforceable, the. balance 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 beneficiary rights. K Survival. All provisions survive termination or expiration of this Agreement except those requiring performance only during the fern of the Agreement. L Managemontand Reporting. Customer and/or Enrolled Affiliate may manage account details (e.g., contacts, orders, Licenses, software downloads) on Microsoft's Volume Licensing Service Center ("VLS&) web site (or successor site) at: IJrs fiwww m_crosoftcomllicensinalserncecenter. Upon the effective date of this Agreement and any Enrollments, the contact($) identified for this purpose will be provided access to this site and may authorize additional users and contacts. in, Order of precedence. In the case of a conflict between any documents in this Agreement that Is not expressly resolved In Ihosa documents, their terms will control in the following order f140111 highest to lowest priority: (1) this Enterprise Agreement, (2) any Enrollment, (3) the Product Terms, (4) fhe Online Services Terms, (5) orclers submitted under this Agreement, and (6) any other documents in this Agreement Terns in an amendment cuntrol over the amended document and any prior amendments concerning the same subject matter, F 201r>Ayi(dS)slG(Elac)(Nov2rllti) Pagu 10 of I I D0111MCnl X201020 25G-77 n. Free PreChletS. 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 Tor use by or personal benefit of anIy specific government employee. o. Voluntary Product Accessibility Templates. Microsoft supports the government's obligation to provide accessible technologies to its citizens Willi disabilities as required by Section 508 of the Rehabilitation Act of 1973, and its stale law counterparts. The Voluntary Product Accessibility Templates ("VPATs") for the Microsoft technologies used In providing the Online Services can be found at Microsoft's VPAT pane. Further information regarding Mierosofl's commitment to accessibility can be found at hitt /Iwwvi.rrilciosoft.corn/enable, p. Natural disaster. In the event of a "natural disaster," Microsoft may provide additional assistance or rights by posting them on flttol7vrrtr.microsofl cam at such time. y. Copyright violation. Except gas set rorlh in the section above entitled "Transferring and reassigning Licenses", the Enrolled Affiliate agrees to pay for, and comply with the terms cFthis Agreement and the Use Rights, for the Products It uses. Except to the extent Enrolled Affiliate IS licensed under this 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. FA20l(Vu r(US)SLG(Ei11G) Ir,1900101 Page it a1 I I D,),;umenl Y.241-10209 25G-78 a ' Mirroso t Voll.law Licensing Supplemental Contact Information Form This form can be used In combination with MBSA, Agreement, and Enrollment/Registratlon. However, a separate form must be submitted for each enrollment/registration, when more than one is submitted on a signature form. For the purposes of this form, 'entity" can mean the signing entity Cuslomer, Enrolled Affiliate, Goveinmenl Partner, Institution, or other party entering into a volume licensing program agreement. Primary arid Notices contacts in this form will not apply to enrollments or registrations. This form applies to: ❑ MBSA Agreement ❑ EnrollmentlAffiliale Registration Form Insert primary entily name if roore lhari one Enrollment/Registration 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 rriusl be oorlipleled for each section. By providing contact information, entity consents to Its use for purposes of administering the Enrollment by Microsoft and other parties Ihal help -Microsoft administer this Enrollment. The personal information provided in connection with this agreement will be used and protected according to the privacy statement available at h1tos:Wcensing mIcrosoftcom. 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 Contact name': First Regina Last Funderburk Contact email address' RFundeiburl(@rlvco,org Street address* 3450 141h Street, 41h Floor City" Riverside statelProvince* California Postal code" 92501-3861 Country* USA Phone'951-955-2265 Fax ❑ This contact is a third party (flat the entity), Warning: '['his content receives personally identifiable information of the entity. r 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': First Regina Last Funderburl( Contact email address* RFunderburl(@IiVC,o.org Street address* 3450 14th Street, 411) Floor, City"'Riverside State7Province* California (Postal code' 92501�3861 I I SunGrnuaUlnroFormp�n,LNo)lrnlc.NOo12P r a> Pn90 1 of J 25G-79 Ccuntry' 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 MSON, Expression, and TechNet Plus subscription licenses to the Individual subscribers under this Enrollment or Registration Assignment of the subscrlption 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 Funderburk Contact email address' RFunderburk@rivco.erg 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 entlly). Warning: This contact receives personally identifiable Information of the entity. 4. Online services manager. 'This r.Onlact will be provided online permissions to manage the online services ordered under the Enrollment or Registration. Name of entity' County of Riverside Contact name': First Luis Last Flores Contact email address` LFFlores@rivco.org Street address` 3450 141h Street, 41h Floor City" Riverside StatefProvince' California Postal code' 92501-3861 Country"USA Phone'951-955-8114 Fax ❑ This contact Is a third party (not the entity). Warning: Tt1ts contact receives personally Identifiable information of the entity. 5. Customer Support Manager (CSM). This person is designated as the Customer Support Manager (CSM) for support -related activities. Name of entity` County of Riverside Contact name': First Luis Last Flores Contact email address' LFFlores@rlvco.org rlvco.org Street address' 345014th Street, 41h Floor City'Riverside State/Province' California Postal code' 92501.3861 Country' USA Phone* 951-955.81'14 Fax 6. Primary contact information. An individual from inside the organization must serve as the primary contact. This contact receives online administrator permissions and may grant online access to others. This contact also receives all notices unless Microsoft is provided written notice of a change. Name of entity' County of Riverside SupConladinfep nun(NA,INU)(EN6)(UciN 13) page 2 013 Contact narne: First Jim Last Smith Contact email address' jimsmilh@rivro,org Street address' 345014th Street, 4th Floor City' Riverside SlatelProvince' CA Postal code' 9250,1-3861 Country, US Phone'951-231-59D9 Fax 7. Notices contact and online administrator information This Individual receives online administrator permissions and may grant online access to others. This contact also receives all notices. ® Same a s primary confacr Name of entity' Contact name'; First Last Contact entail address" Street address' City` State/Province' Postal code" country' Phone" Fax ❑ This contact is a thh'd party (not the entity), Warning: This contact receives personally identifiable information of the entity, SUPC0111adIIIWO(w(MA,InIU)l`NG)(001n131 Pnge 9 el9 IM • Microsoft Document Headersheet * This is for informational purposes only * (M S (MSLI 5-0000004275258 Tracking Number) dog T°pe: 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 Comments: Outsourcer Name: Business Agreement Number: Master Agreement Number: 808444S Agreement Number: Purchase Order Number: 8/23/2019 9:42:40 PM Account Manager Name / Alias• (Scanning Code) 25G-82 ot � Microso Amendment to Contract Documents Agwolnonl f•Iuinbai Volume Licensing 004-kayleed-S9 This: timendincnt ("Amendment") is entered Into between the parties Identified on the attached program signature form.. It amends the El Ira lllnenI or Agreernerdidentined above- All terms used but not defined In this Amendment Yell[ have the same meanings provided In that Enrollment or Agreement. Enterprise Agreement Custom Terms CTM 1. Section fa, "Tenn", s hereby amended and restated as fellows: a, Term. The term of this Agreement will remain in effect unless terminated by either party as desriibed below. Each Ent -olhnenl will Have the torn provided in that Enrollment. 2. The pricing that Microsoft will offerEnrolled Affiliate';: Reseller for Enrollments effeclive between November 1, 20,10 through October 31, 202'I. and that will apply for the entire initial terra or such Enrollments, is as follows: Product _ Prise - Examples Include but are not limited to Level file following": Enterprise Online Services— Level D 1,0365 153 and 55, Enterprise Mobility + (including Pull USLs, Vrom SA minus 2% Security E3 and E5, Office 365 Enterprise USLs, Add.ons ali(I Step Ups) Level D E1 or E3. Windows 10 Enterprise E3 or E5 Office 365 Pro Pltis, Winaews 10 Enterprise Products Enterprise, Corp CAL Suite, Enterprise CAL Suite Additional Products Level D M365 F'I, M365 E6 Compliance, M365 E5 Security, Office 365 Entorprlso F1, Project Online, Visio Online Plan 1 or Plan 2, Dynamirs 365, Azure, SQL Server, Windows Server, etc. Server and Tools Product Lover D SharePoini Server, SOL Server. BtzTalk (applies to Server and Cloud Server, Visual Studio, Coro Infrastructure Enrollments only) Suites, etc. lilt LmHal.lesiudalu[IIII,HL+Sk1Y1'YTII,.iI:iIC NVA.hlPjt YIII•Yr lhP--n—, iNln nrnunl.-In,iA rHnrinr •'nllall^rinn Fr tPio!19q nnImp.. $arvires fife FIcrIIIGP.d in 1118 nIOCnG. Terms 01h he.. Cr.II vole ol'F0'In nhe(ahies for 'Ploy!arn Avu It hill ly'. the sw/ v u! Eldo,piise Online Services is suoeat to dt�ge as Ens!ncse Online Service= ale aC(led1. nfdaledlrr'Sed ar:aniomd (rat ll� Ente(D606 alcr4(aln Cffeelll(I Exclusions apply to the additional 2% discount on F.nturprise Online Services as follows: A,urouitel ial rd 0 ClId UPLOPT-FINK 60 rant I of z 25G-83 • The price list month that applies to an order is not a factor in determining whether the additional 2%discount on Enterprise Online Services may be applied to an order. The Poly applicable factor is the effective (late of the Enrollment, • The discount does not apply In any extensions of the initial Tenn or renewal Enrollments. • The discount does not apply to any promotional SKI-s. Enrolled Affiliate is enlitled to the lower of the promotional price or discounted price. The price level that applies to Emollmanls effective on or after Noveniher 1, 2021 is Level D for all Produrts. _ The Reseller and Ihr_ Fill olled Affiliate will delennine the Enrolled Affiliate's actual price and payment, terms. Except for changes made by this Amendment, the Enrollment or Agreement identified above remains unchanged and in full force and cffocl. If there is any conflict between any provision In this Amendment and any provision in the Enrollment or Agreement identified above, this Amondment Shall control. Thls Amendment must he attached to a signature form to be valid. Amer;imeriArm va 0 MrIf-CPT-OPT-PMK eD Pala 2 of 2 25G-84