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HomeMy WebLinkAboutSOFTWARE ONE, INC.INSURANCE NOT REQUIRED WORK MAY PROCEED CLERK Of COUNCIL nMC• A-2020-008 1sxliihi( I c_ LICENSING SOLUTION PROVIDER AGREEMENT FOR THE CITY OF SANTA ANA UNDER THE CZ) MICROSOFT ENTERPRISE AGREEMENT AND SELECT SOFTWARE LICENSING AGREEMENT 0 N o THIS AGREEMENT is made and entered into on this 21 sr day of January, 2020 by and between Software One, Inc., 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 terns 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. k223760 b. Payment by City shall be made witlun 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 Februaty 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 Party agrees that if it receives from the other infornnation 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 1#223760 information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party 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; (e) is in rightful possession of the parties without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (c) is independently developed by Software One without reference to information disclosed by the City. 7. CONFLICT OF INTEREST CLAUSE Software One covenants that itpresently 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. 11223760 1L 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 tern 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 inunediately 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 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 I Waukesha, WI53186-4093 A party 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 (signature page to follow] #223760 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. �aisy Gomez_ APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By,. �. John W.Funk Assistant City Attorney RECOMMENDED FOR APPROVAL: Jack tlla Chie ovations Officer Info ation Technology #223760 CITY OF SANTA ANA Kristine Ridge City Manager SOFTWARE ONE, INC.: By: Margarita Apodaca Title: Operations Analyst EXHIBIT A MASTER AGREEMENT 8084445 #223760 i Microsoft b®cument Headersh et " TTrts is for Informational purposes only ,emu tout rnomry me rormaarng or spacing of this Form above this text �Subsid; c ountjvlans g Name/Alias Country: United States tAFiI Insight Direct USA, Inc, i t Pry! r�amN r � EA 6 2016 (Scanning Code) ACCOUNT: County of Riverside Outseurcer Name: t� Business Agreement Number: Master Agreement Number: $084445 i Agreement Nurnbee Purchase Order Number: I 012312019 0:42t81 PM a` Microsoft I Volume Licensing Enterprise ,!Agreement State and Local 401 for Use VNh MiCrpsoll nnalnssa lUr rrtnnlenl ortAlousI'll n113111 dR rand ax,virns hgnrwneol This Microsoft Enterprise Afircement ("Agrdement") Is entered Into between the entitled 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 tills Agreement, whichever is earlier. This Agreement consists of (1) these Agrealpent terms and conditions, Including any amendments and the signature form and all attachments klentified thoreln, (2) the Product Terms applicable to Products licensed under this Agreement, (a) the online services Terme, (4) anyAlflliafe Enrollment entered Into under this Agreement, and (6) any order submitted under this Agreement. Marine note: Documents referenced In this Al greemant but not attached to file signature form may be found at ill/lvrrvwmicrosof(cornlhcanaJ,Ukari and are incorporated In this Agreement by reference, Including tine Product Terns and use flights. '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 each documents carefully, both al the thno of signing and periodically thereafter, and fully understand all tellns and conditions applicable to Products licensed. Terrns and Conditions 1, Definitions. "Affiliate" means a. with regard to Customer, (1) ally government agency, depadmanl, office, instrumentality, division, unft or other onllty of the state or local govemrio)t that Is supervised by or In'parl of Customer. or which supervises Customer or of which Customer is a part, or which is under common supervision with Customer; (11) any county, borough, comn'smweallh, city, municipality, town, township, special purpose , district, or other similar hype of governmental Instrumentality established by the laws of Customer's stale and located within Customer's state jurisdiction and geographic boundaries; and ()fit filly other entity In Custolnne'r's state expressly authorized by the laws of Customer's state to purchase under state contracts; provided that a stale and Ifs Affiliates shall not, for purposes of [his definition, he considered to be Affiliates of the federal govemmonl and Its Affiliates; and b, with regard (o Microsoft, any legal artily that Microsoft owns, tile( owns Microsoft, or that Is under common ownership With Microsoft. "Cuslonner' means the legal entity that has entered into fills Agreement with Miorosoft. "Customer Data" means all data, including all text. sound, software, Innage, or video files that are provided to Microsoft by, or on behalf of. an Enrolled Wliale and Its Affiliates through use of Online Services. "(Jay" means a calendar day, except for references that specify "business day" "Enrolled Affiliate." means All onilly, either Customer or ally One of Customer's Affiliates lital has entered Into an Enrollment under this A,ryreement. I;Rlnlr�{P(t15(ALO(Hnlc3}(rluv'te le} Pags I or I I UnGlantlnl x20•Ie20c "Enrollment" means the document that am Enrolled Affiliate submits urlder 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. "Fixes" mI dumeans Pro fixes, modifications or enhancements, or (heir derivatives, that Microsoft either releases generally (such as Product sefvlcelpacks) or provides to Customer to address a specific issue. "License" means the right to download, install, access and use a Product. For cedain 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 Into this Agreement or an Enrollment and its Affiliates, as appropriate. 'Online Services" means the Microsoft -hosted Services identified as Online Services in the Product Terms. 'Online Services Temrs' means the addil'ronal terms that apply to Customer's use or Online Services Published on the Volume Licensing Site and'updaled from lime to time, "Product" means all products Identified In the Product Terns, such as all Software, Online Services and olherweb-based services, including pre-release or bola versions. "Product Terms" means the document Ihal 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 rite Product Terms. Software does not include Online Services, but Software may be part of an Online Service. "Software Assurance" Is an offering by Microsoft that provides new version rights and other benefits for Products as further described in the Product Terms. 'Trade. Secret means information that is not generally known or readily ascertainable to the public, has economic value as a result, and has been slrbject to reasonable steps under the circumslances 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 terms of service for each Product published on [fie Volume Licensing Site and updated from time to time. The Use Rights supersede the leans of any end user license agreement that accompanies a Product. The Use Rights for Sofwere are published by Mlcrosofl in the Product Terms. The Use Rights for Online Services are published in the Online Services Terms. "Volume Licensing Site,' means htie!Hwwv: nllerosoftcomilicensino/contracts or a successor si(c, 2. How the Enterprise program works a. General, The Enterprise program consists of the leans 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. h. Enrollments. The Enterprise f.rogranl gives Customer and/or its Affiliates the ability to enter Into one or more Enrollments to order Products. Subscription Enrollments maybe available for some of these Enrollments. Notwithstanding any other provision of this Agreement, only Enrolled Affiliates Identified in on Enrollment will be responsible for complying with the terms of (hat Enrollment, including the terms of this Agreement Incorporated by reference In that Enrollment. ' nA2nlrAtp(u$)ti C;iF.01(i)INnv2rle} Page 2 or 11 Connrenl k20.107.09 I. Licenses. The types or Licenses available ere (1) Licenses obtained under Software Assurance (!-&�,A), end (2) Suhricriplion 1.1renses. These License types, as well as additional License Types, are further described In Ilia Product List. 3, Licenses for- Products, n. Licari so Grant, hiluroso(I grants ilia Enterprise a na11•fr IL61ae, worldwide and limited right to download, install and use software Products, arc! 10 access slid use the Online Services, each in (he quantity ordered under an F.nroltmom, 'rho rights granted are subject to Ilia terms of this Agreement, ilia Use Rights and line product Terms. Microsoft reserves all rights nor expressly granted in this AgraulneriL 1). DLII'aUOn of Llcensss. Subscription Licenses and most Software Assurance rights are temporary and expire whan th4 applicmhre Enrollment is terminated or expires, unless Ilia Enrolled Affiliate axercrsos abuyoul option, which Is available forsome Subsodp(idn Licenses. Except as otherwise noted in ilia applicable Enrollment at Lisa Rights, all other Licenses become porpeklal only wean all payments for (ha( License have been made and the initial Enrollment term has expired. e. Applicable Use Rights. 1 (1) Products (other than Online Servicesi. The Use Rights In effect on Ilia effective dale of the applicable Enrollment fern) volt apply to Enlarprlse's use of the Version of Loaf) Product that Is current of the time, hror future versions and now Producls,. the Use Rights in effect when those versions and Products are hrsi released will apply. Changes MlarosofUnal(es la file Use Rights for a pndidurar version will not apply unless Ilia Enrollad Affiliate chooses to have those changes apply. 'I'ha Use Rights applicable (e perpehlal Urenses that were acquired undere previous agreement or Enrollment ere determined by the Agreement or Enrollment under which they were acquired. Renewal of Software Assurance does nor change which Use Rights apply to those Licenses. (II) Ornthne 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 Temns, Cl. Downgrade rights. EnrollodAfflliala may, use art eerier version of a Product other than Online Services than the version that is currant on the effective (late of the Enrollment. Far Licenses aatuired in the current Enrolimolit tern, the Use Rights for the current version apply to file Lisa or Iha earlier version. If the 0011 r Product version Includes realities that are not In the new MAIM, Ilion the Use Rights applicable to the earlier version apply with respect to those features. New Version Rig Ills unrlar Software Assuranco, Enrolled AfflGalo must order and mainta6r Continuous Software Assumnce.roveragefor each License ordored. WithSoflwareAssurance coverage, Enterprise automallnaliy has the right to use a new version of a Iicenaad Product as soon 616 It Is released, even ff Enrolled Affiliate chooses not to use Iha new version bnmedialoly. (I) Except as umvi-wise pormiltad under an Enrollment, Lisa of the new version will he subf eel to the new version's Use Rights. (If) If the License forlhe arinler veisirn of fine Prorlact is perpetual at file lime the nev version Is released, the License for the new version will also be perpetual. Perpetual Licenses obtained through Software Assurance replace any perpetual Licenses for (lie earlier veraron. License confirmation, This Agreement. the applicable Enrollment, Enrolled Affiliate's order confirmation, and anydocumonialion evidencing transfers of parpetual Licenses, together with Proof of payment, will be Enrolled Affiliate's evidence, of all Licenses obtained under an Enrollmenl. EA2016An,(U9)SLG(ENG1(Nav20 16) Pngo 2 of'II I D&MMIC01 X201020e g, Roorgahizatlons, consolidations tin (I privatize (tons. II the numberoI Llvxmses covered by ,an Enrollment changes by more than tall percent as a result of (1) a reorganization, consolidation or privatfaabon of an entlly or an opernling division, (2) a privatization of an Affiliate or an operating division bf Enrolled Affiliate or any of its Affiliates, or (3) a consolidation Including a merger with a third ISarly (het has an exlsling agreement or Enrollment, Microsoft will wort with Enrolled Affiliate In good faith to (latennine how to accommodate Its changed circumstances in the context of Ilia Agreement. Mitring copies of Pf"Oducts and re -Imaging righis. a. General, Enrolled Affiliate mad mall& as many copies of products, as It needs to distribute them within Ilia Enterprise. Cbptos must be true and oompleto (Including Copyright soil trademark polices) from mastencoples obtained from a Microsoft approved fulfillment source. Enrolled Affiliate may use a third party 10 make those copies, but Enrolled Affiliate agrees it will be responsible for any third party, a actions. Enrolled Affillale agrc&s !o make reasonelle eflorf$ to notify its Oril ass, agantsl and any Other Individuals who use file Products Ilia[ (lie Products are licensed from Microsofl and subject to the terms of ihis Agreement. 1. Copies for [roliinglevaluation and back-up. for all PrOdeele other than Online Services, Enrolled Affiliate rnay: I'[) use dip to 20 complimentary copies of any licensed product in a dadica[ed training facility on fig premises for purposes or training on that pai9cular Product, (2) use up to 10 complinronlary copies of any Products fora a0alay evolualion period. and (3) use one complimentary copy of any:licensed Product roll 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 -imago, In certain cases, re -imaging is permitted using the product rnedla, if the Iviirroscft Product Is licensed (1) from an Original equipment manufacturer (OEM), (2) as a full packaged Product through a recall source, or (3) under Anchor Microsoft program, then media provided under (his Agreeme il!rilay generally be used to create Images for use in place or copies provided through Thal separate source. This right is conditional upOn the following: (I) Separate Licenses must beacqulred from the soporate source for each PrOduc(Ihnt is re - Imaged. (ill) The product, language, version, and campooenis of the copies matte must be Identical to the Product, language, varsios, and all components or the copies they replace end the number Of copies of instances Of file re -imaged Product permitted remains ilia same. (Ili) Except for copies of an operating system and copias of Products licensed under another Microsofl program, Ills Product type (s.(L. Upgrade or full License,) re -imaged awsl he identical to ilia Product type licensetl from the separate source, (iv) Enrolled Affiliate must adhere to any Produel•specifto processes or requirements for re - Imaging Identified Ill Ills Product Terns. Re-imoged products remain subject 10 the teens and use rights of life License acquired from the soparato source. This subsection does not create or extend any Microsoft warranty or support obligation. ' 5. Transferring and rerasslgning Licenses. a. Licanso transfer$. License, transfers are not permitted, except that Customer or an Enrolled Affiliate may transfer only ltlfy-paid perpetual Licenses to: (1) an Airliate, or (it) a third party solely hi ronnoclion wilt ills lransrer of hardajare or employees to whom the Licenses have been ussignq(l as pert of (A) a privatization of all Affiliate or agency oral an LTA2dl6+\pi(Va!SLG(F.IJ6}trov2016} 6+o904 o[ 11 ❑ncmllanf x2e•1e2oa operating division Of Enrolled Affiliate or an Affiliate, '(u) a reatoanizatlon, or (0) a consolidation, ) Upon such transfer, Cuslonlor'or Enrolled Affiliate must uninstall and discontinue using the licensed product and render any copies unusable. b. Notification of I.1conso "I'llefor. EnralleU A(Illlale rmual nnflty Microsoh era License transfer by completing a Iicenso� transfer form, whist) can be obtained from n4tn'Rw'a"r+mirraga((,r,<gndlpgns)nrdroidrnri and sending lire completed form to Microsoft before the Llcanse transfer, No Llconso lransfarwill be valid unless Enrolled Affiliate provides to the transferee, and file transferee accepts In writing, documents surficieril to enable the transferee to ascertain the scop','% purpose and limitations of file rights granter) by Microsoff under the licenses being transferred (tncludingthe applicable Use Rights, site and Iransfe restrictions, warranties end timilations of liability), Any License IransfernoCniada in compliance with this section will be void, I a. Internal Assignment of Licenses and Software Assurance, Licenses and Boflware Assurance must ie assigned to a single user or device within the Enterprise. Llcensos and Software Assurance may be re�sslgned within the Enlerprise as described In the Use Rights, 6, Tern» and termination. A. Tarn.ThafanmofihisAgresmdntwlllba79fullcalendarmonfhsfromtheoffectivecialeunless terminated by either party as described below. Each Frimilmont will have the term provided In that Enrollment, b. l'ormlriaffonwiutnutcauss. Either party maytorminalethisAgreement, without cause, upon 00 days' Wrillen notice, In the OWN of termination, new Enrollments will not be accepted, bill any existing Enrollment will continue for the term of such Enrollment and will continue to be governed by this Agreement, a, rVild-tarn termination for non-upproprintion of Funds. Enrolled Atfillale may terminate this Agreement or an Enrollment without liability, penally or further Obligation to malts pa+pmonts if funds to make payments under the Agreement or Enrollment are not appropriated Or allocated by the Enrolled Affiliate for such purpose. d. Termination for cause, Without limiting any other remedies 11 may have, either party may terminate an Enrollmanl if the other party materially breaches its obligations under this Agreement, including (any obllgattlontoSubmit orders orpay Invoices, Except where the breach Is by Its nature not curable within $0 days, file torminatfag party must give the other party 30 days' nelico of Its Intent to terminate and an opportunity to cure the breaah. If Microsoft gives sucfl notice to an Enrolled Affiliate, Microsoft also will give Customer a copy of that notice and Customer a6hies to help resolve the breach. If (he breach affects other Enrollments and cannot be resolved between Microsoft and Enrolled Affiliale, together with Customer's help, Within a reasonable period Of time, Microsoft may terminate this Agreement and all Enrollmants under it. If urn Enrolled Affiliate ceasas to be Custamor ri Affiliate, it mast promptly notify Microsoft, and Microsoft mey lenhinale the former, Affiliate's Fnmll menL If an Enrolled Affiliate fenninatas Its Enrollment as a result of a breach by Microsoft, at if Microsoft terminates an Enrollment because Enrolled Affiliate causes to be Customer's Affiliate, then Enrolled Afflllato will have the aarly termination rights described In the Enrollment. e, Enly termination. If (1) an Enrolled Affiliate tenntnales Its Enrollment as a resull 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 or funds, or (41 Microsoft terminates an Enrollment for non-payment due to non- apprapriatlon of funds, then the Enrolled Affiliate will have the following options: (1) It may Immediately pay the fatal remaining amount dLie, including all hlsolirr ants, In vthlch ease, the Enrolled Affiliate i III have perpetual rights for all Licenses It has ordered; or FA20 l anpnU'1)nL0p:NG)(hlov'Gei c) r I Finn A Or t i r n0lAritlnnl xT.ng02/19 I (d) 11 may pay only amounts duo as of the (enninallon dale, In which case the Enrolled Affiliate will have perpoloal Liccnsos for: 1) all copies of Products (Including Ilia lalesl version of products ordered tinder SA coverage in his current [arm) for which payment has boon made (it full, and 2) Ilia number of copies of Products II has Ordered (including the latest version of Products ordered under Software Assurance coverage In current farm) Diet is proportional to the total of Installment payments pnld vorsus (eta[ amounts due (paid and payable) If the early termination had not occurred. (ill) In the case of early lermhiation under subscription Enrollments, Enrolled Affiliate will have the following options; I 1) Fat eligible Products, Enrolled Affiliate may obtain perpetual Licenses as described In Ilia section of hie Enrollment titled "Stlymut op(lon," provided that Microsoft receives the buy-oul order for there Ltcensas vvlthin 60 days after Enrolled Affiliate provides notice of termination. 2) In Iha evert Of a breach by Microsoft, It Customer chaosss not to exercise a buy-out Option, Microsoft will Issue Enrolled Affilaile a credit for any amount paid in advance for Subscription Licenses trial the Enterprise will not be able to use to do the torminalion of the Cnrolitnenl. I Nothing In this section shell affect perpetual License rtghis acquitted either in a separate agreement. at In a rectal term or the lerininated Enrollment, f. Effect of termination or exph•ailon, Where an Enrollment expires or Is terminated, (1) Enrolled Affiliate must order Licenses for all copies of Products it has rum for which it has not previously submttled an order. Any and all unpaid payments for any order of any Idnd rernain title and payable, Except as provided In the subsoe(lon tided"Early tomninaflon," all unpaid payments for Lioonsas Immediately baaame duo and payable, (II) Enrollad Affiliate's right to Software Assurance beneflls under this Agreement ends if It does not renew Software Assurance. g. Modification or terminatfon of nn Online Service for regulatory reasons. Microsoft may, modify at' larminate an Online; Service where there Is any current of ivalre govemmont requirement or obligation that: III) subiools Microsoft to arty regulation or requirement not generally appiictlble to businesses operating In the )urisdictlon; (2) presents a hardship for Microsoft to continue operating" the Online Service without modification; andfor (3) causes Microsofl to believe these, terms or the Online Service may conflict with any such requirement or obligation. I It. Program updates, M(arosofl n)ay make changes to this program that will malo it necessary for Customer and its Enrolled A41nales to enter Into new agreements and Enrollments at ilia time of an Enrollment renewal. , 7. Use, owtrership, rlights, Ad restrictions, a. Products. Unless otherwise specified In a supplemental agreement, use of any Product Is governed by the Use flights specific to each Product and version and by the terms of the applicable supplemental agreelrianL b. Fixes, Each Fix is licensed under the same terms as tine Product to which it applies. If a Fix is no( providod for a specific. Product, any use rights Microsoft provides with the Fix will apply. c. Nar•Microsofl aoftwau•a Holt (oahnology. Enrolled Affiliate is solely responsible for any non - Microsoft software ar technology prat It installs or uses with the Procklcls or Fixes. 1 i CARE) Itl taipr8)31.3tGNGI(NovYe10) Flue or It I norumonf X2a+IUPUP d. Restrictions, Enrolled Affiliate must riot (and is not licensed in) ('1) reverse engineer, deconplia, or disnssomille any' Product or fix; (2) Install or use non-Microsofl software or technology In any way that weld subject Microsoft's Intellectual property or toohnolo{iy to any other license terms; or (3) work around any technical Ilmllatlons In a Product or fix or restrictions In Product dooumenialion. Cuslomormlist not (and is not licensed to) () 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 limas, br ironsfer porls of a Product of Fix separately; or (II) distribute, sublicense, rent, lease, lend any Produris or Flies, In whole or In mart, or use them to offer floating services to a third parly.I a, Reservation of rights. Rroduris and rixos are protected by copyright ono other Inlelleclual property rights laws and Interrfallonal beetles. Microsoft reserves all rights not expressly granted in this agreement. No rights will be granted or implied by waiver or astappel, Rights to access or use >aflware on a `device do not give Customer any right to I'nplement Ivlicrosoti patents or other Microsoft Intelleotual property In the device Itself or In any other software or dovices. U. Confidentiality. "Confidential Intormallon" Is non-public idonna(lon (hat Is designated "confidordlal" or that a reasonable person should understand is confidential, lildudbng Customer We. Confidential Infonriatton does not Include Information that (a) becomes publiciy available Without a breach of this ogreernenl, (b) the receiving party received lawfully trait analher sourcewithout a confidentiality obllgalion, (c) is Independently developed, or (d) is a comment or suggestion volunteered about the other party's business, products or services. ' j Each parlywili tale reasonable steps to protect the other's Confidential Inforuaflon and will use lho other party's Confidential Information only for purposes of Ilia parties` business relationship. Neither party will disclose thal Confidential Information to Ourrl parties, except to its employees, Affiliates, contractors, advisors and consullants ("Representatives") and Then only on a uosd-to-knew balls under nondisclosure obligations at least as protective as this agreement. Caoh party remains responsible for the tee of 1110 Confidential Information by its Representatives end, In the event of discovery of any unaulhorixod use or disclosure, must promptly notify the other party. A party may disclose the other's Confidential Information If required by law; but only afler it nolifios Ilse othorparly (if logally pormissiblo) to onable the other party to seek o protective order. Neither party Is required to restrict work assltdnnlorits of Its Repioserlallves who have had access to Confidential hirormatlon. Eaoli party agrees that Ilia use of Information retained In Representatives' unaided niemorlas In the devolopmont or deployment of thepodies'respecllve products or services does not create liability under this Agre€merit or trade secret law, and each party agrees to limit what it discloses Ie the other accordingly. These obligations apply (i) for Customer Bala until it Is related from the online Services, and (11) for a1I olh€r Confidenfial InforrnatiOn, for a period df five years after a party receives the Confidential Information, 9. Privacy and compliance tililth laws, a. Enrolled Affiliate consents to the processing of personal information by Microsoft and Its agents to facilitate fine subject nlaltor bf this Agreement. Enrolled Affiliate will obtain ail required consents from third parties under applicable privacy and (late protection law before providing personal infonnatlon to Microsoft. h. personal Infoanolion collected under this agreement (1) may be transferred, stored and processed In Ilia United States or any other country In which Microsoft or Its service providers maintain facilities and (it) will be subject to Ilia privacy terms specified in the Uso Righls. Microsoft will abldo by the requiramenls of European Economin,Area and Swiss data protection FA20lQApjd1l1 1l Bu!NU)tMUv20 lift FOOD 7 or 11 i r}ucunrenr x20.10200 law rogardIng Ilia collection, use, h'ansior, retention, and other processing of personal data from the Europaarl Economic Aria and %Ylnadand, o, U,S. oxporl, Products and I,Ixeis are subject to U,S, oxpori )urisdlotion. rfirollod Affillato nttlst comply with all applicable iniernallonal and national lawn, Including the US, Export Administration Regulations ond' International Traffic In Alms Regulations, and and -user, end use and destination restrictions Issued by U.S. and other governments related to MLrosofl prodoots, services and technologies. 10, Warranties. a. limited warranties and remedies. (1) Software. Microsoft warrodts [hat each version of the 5olh2are vdil perform substantially as described in the applicable Product documentation for one year from the date the Enterprise Is first Ilcensedifor that version. If It does not and the Enterprise notifies Microsoft within the warranty larm, than Microsoft will, at Its option (1) return the price r-.nrolled Affiliate Paid for the Soflworo license, or (2) repair or replace the Software, fit) Online Services, Microsoft warrants that each Online Service will perform In accordance with [he appkobta SI.A during [lie Cnleflodge's use. The Enterprise's remedies for breach of this warranty are in the SI..A, The remedies above are the Enterprise's sole remedies for breach of Ilia warrantles in this section. Customer waivas any breach of warranty claims not made during the warranty period. b. Exclusions. The warranties hrihts 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 requhemenis, These Iw0franties do not apply to free, trial, pro-rctaose, or beta products, or to components of Products that Enrolled Affiliate is permitted to redistribute. c. Disclaimer, Except for the fimited warranties above, Microsoft provides no other warranties or conditions slid disclaims any other axPress, implied, or statutely warranties, Including warranties of quality, this, non -Infringement, merchantability, and fitness for a particular purpose. 11. Defense of third Marty claims. The parties will defend each other against the third -party claims described In this section and will pay the emoun( of any resulting adverse final judgment or approved settlement, but only If the defending party is promptly notified In valdng of the claim and h'as the fight to control the defense and any settlement still The porgy being defended must provide the defending party with all requested assistance. Information, and nuthridly. The defending parry will rolmburae the other party for reasonable oul•of-poolrsi expensosit ineurs in providing assistance. This section describes Ilia partias'sole retaedias and enthe liability for such cfainrns. a. ay Microsoft. Mlcrosntt will defend Enrolled Affiliate against any third -party c4dm tothe extent it alleges that a Product or Fix made available by Microsoft for a fee and usad within the scope orthe license. granted (unmodified from the form provided by hlicrosefland not combined with anything else) misappropriates a Irado secret or directly Infringes a patent, copyright, tradema k or other proprietary right We third party. If Microsoft Is unable to resolve a raim of Inf ligement under commercially reasonable terms, It may, at Its option, either (1) modify or replace the Produc( or Fix with a functional equivalent; or (2) terminate Enrolled Affiliate's license and refund any prepaid license ices (less depreciation on a five-year, straight-line basis) for perpetual licenses add any amount Paid for Online Services for any usage period after the term inallondata Microsoft will not be liable for any claims or damages due to Enrolled Affiliate's continued use of a Product orFix after being notified to stop due to a third -party claim. b, py Enrolled Affiliate, To Ilia e'xlonl permitted by applicable law, Carolled Affiliate will defend Microsoft against any third -pasty claim to Ilia extent It alleges Ihal: ('1) any Customer Data or I [R261riA0r(US)a4Cilf-.PIG!(Nov201a) Page a or I D4011manr x20:1020 non -Microsoft software hosted In an Online Service by Microsoft on Enrolled Alflliate's behalf misappropriates a trade secret or d'veclly Infringes a patent, copyright, trademark, 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, vlolales the law or damages a third party. r 12. Limitation of liability. Paeach Product, each parly's maximum, aggregate liability to the other under this Agreement is Omiled to direct damages finally awarded in an amount not to exceed the amounts Enrolled Affiliate was required to pay for the applicable Products during the tern or 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 clalm will not exceed the amount Enrolled Affiliate paid for the Online Service during the 12 months before the incident. b. Free Products and Distrlbutalile 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 USS5,000. c. Exciuslons. In no event will either party be liable for indirect, Incidental, special, punitive, or rouse piential damages, or for loss of use, loss or business Information, loss of revenue, or interruption of business, however caused or on any theory of liability. d. Exceptions. No limitation or exclusions wdl apply to liability arising out of either partj s (1) confidentiality obligations (except for all liability related to Customer Data, which will remain sub)ecl to ilia 16nllations and exclusions above); (2) defense obligations; or (3) violation or the other parys• 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 verify compliance with the Product's license terms.' Enrolled Affiliate-riusl promptly provideIliaIndependent auditor with any Information the auditor reasonably requests in furtherance of the verification, Including access to systems' running the Products and evidence of Licenses for -Products; Enrolled Affiliate hosts, suhlicenses, or disldbules Id third parties. Enrolled Affiliate agrees to complete Microsofl't*, self -audit process, which Microsr oft may require as an alternative to a third party audit. h. Remedies for non-compliance. If verification or self -audit reveals any unlirensed use or distribution• then within 30 days', (1) Enrolled Affiliate must order sulfcienl Licenses to cover Ilia[ 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 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 Id actual Install base. If there is no unlicensed use, Microsoft will not subject Enrolled Affiliate tolanother 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 nobly Enrolled Affiliate at least 30 days In advance of its intent to verify Enrolled Affiliates compliance with the license terms 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 determining compliance. This verification will lake place during normal business hours and in a manner that does not interfere unreasonably Willi Enrolled Affiliate's operalinns. EA'LII 1eAy1 (US)SLn(eN(i)(1,100016) Pa0q 9 nr I I 9ccuinenl x7.0- I Von 14. Nlisceflat'leolls. r a. Use of contractors, IVIlcrosoft r6y true contractors Id perform services, but will be responsible for their performance subject to )ha terms of this Agreement, b, Microsoft as hrdapandanl contractor, The parties one independent contractors, Cnrolled Affiliate and Microsoft each md,y develop lnroducts Independently 'without using the other's Confidential Infomiatlon, c, Notices. Notices to Microsoft inlust be sent to iho address on the signature form. Notices must he In willing and will be treated as dolivered oil the date slsawn on the return recoipl or on the courier or lax confirmallon of delivery. Microsoft may provide information to Enrolled Alllllate about upoilmlog ordering deadlines, services, and subscription Information In electronic form, Including by email to contacts provided by Enrolled Affiliate, Emails Militia treated as delivered on the transmission dote. d. Agreement not oxclusivs. Customer Is free to enter Into agreements to license, use or promote non -Microsoft products; a. Ammidollso . Any amendlmont to this Agreensent mustbe executed by both parties, except that Microsoft may change Old Product Terms and the Use Rights from lime to lime In accordance with the terms of tills Agreement. Any oonflioling terms and condillons contained in an Enrolled Affiliate's purchastl order will not apply, Microsoft. may require Customer to sign a new agreamnnl or an afnendrnent before an Enrolled Affiliate enters Into an Enrollment undar this agreement. I f. Assignment. Ettharparty may assign this Agreement to an Affiliate, but must notify the other party in writing -of the asslgnmei t. Any other proposed assignment must be approved by trio non -assigning parry In writing, Assignment will not relieve the assigning -Party of Its obligations (in dor the assigned agreement Any attempted aSelgnrnent without required approval will be void. I g, Applicable few; dispute rosoRitlon, The terms of this Agreement will be governed by the taws of Cuttombr's stole, withol,d giving effect to its conflict of laws. Disputes relating to this Agreement will be subject to apolicobfe dispute resolution lawa or Cusm toer's slate. It. Govarnbllity. It any provision innhls agraenranl is held to be unenforceable, (he balance of fire Agreement will remain in full fords and effect. 1. Waiver. Fafhve to enforce any' provision of tills agreement will not constitute a waiver, Any waiver must be in writing and signed by the waiving party. j. No third party beneficiaries. ;Tills Agreement does not create any third -party bonariclary rights. ld, Gnrvival. All provisfmts survive lemHnallon or expiration of this Agreernont except those requiring performance only during the tern of the Agreement, 1. ManngamentandRepnrting. �uslomerandtorEnrolled Affrllalamaymanageaccountdetaiis (a,g„ contact's, orders. Ltoanses, software downloads) on Miefoself's Volume Licensing Ssn+ire d'enter ("VI-601 web site (or successor site) at: f ule (i Mtdv n Icr sod rags )icenwhiq/se vl ecy Doter. Upon the effective date of this Agreement and any Hnrolmants, the ennlacl(s) idengfied for this purpose will be provided actr;ss to this site and nlayauthortxe addilionnl users and contacts. m, Order of Precedence, In the case of a conflict between any documents In this Agreement that Is not expressly resolved In Mona documents, Irish terms will control in the following or(lor from highest to lowest priority: (1) thio Enterprise Agreement, (2) any Enrollment, (3) the Product Terms, (d) the Onflre Services Terms, (6) orders submitted wider this Agreement, and (6) any other documents In this Agreement, Terns In on egrendnieut COnu'ei over the amended document and any prior Amendments concerning the Bare subject (natter, 13k`n'111rh;tgU5)SLG[LIJGI[h'alL011i) i rl ap 10 of I I ' pommenl X2010200 I r n, Free Products, It is Mlcrosoft'q' intent that the terns of this Agroomenl and the Use flights be In compliance with all applicable federal law and regulallons. Any free Product provided to , Enrolled Affiliate Is for the sole use and benefit of file EnroIIGCI Atilliale, and Is not provided for use by of personal benefit of emy, specific government employee. o. Voluntary PPoCILIct Accessibility Templates. Microsoft suppads the government's obligation to provide accessible technologies to Its citizens with dlsabillties as required by Section Gqh of the (Rehabilitation Act of 1973, and Its stale low counterpeffs. 'rho Voluntary Product Accenslbility'ren'ifrlates ("VPATe") for the Microsoft technologies used In providing (he Online Services can ba found of Micrasefrs VPAT page, Ftnther information regarding Microsoft's commitment to accessibility can be found at I,iilp,%wv n.l(crgsafl cam/enable, p. Natural disaster, In the event of a 'natural disasler;' Microsorl may provide additional assistance or rights by posting them on f 141g 1An wt mlcrosofil.com at such line. q. Copyright vlolation. Except as gel forth in the section abova entitled "Transferring and reassigning Licenses", the Enrolled Affiliate agrees to pay for, and comply with the terns of this Agreement and file Use Righ(s,'for (he Products it uses. Except to the extent Cnrolled Affiliate is licensed under (his Agreembril, it will be responsible for Its breach of this contract and violation of Microsoft's eopyrtght in tho Products, Including peyment of License fees specified III this Agreement fur unlicensed use, I:A201GA4�(I�S).5tnf=MCd)(1•IGv2nlnl I Pop I of I I Un mmanrB20-1n2ri0 mir,' osoft Volume LIC'('_IlSII') Supplemental Contact Information Form This form can be used In comblilatloh with M136A, Agreement, and Enrollmont Rogistralion, However, a separate form must be submiled for each onrollmentfroglstration, when more than one is submitted on a signature form. For the purposes of this form, 'entity' can moan ilia signing entity, Cuslorner, Enrolled Affiliate, Govanvmenti Porinor, Institution, or other party entering Into a volume licensing program agreement. Primary and Notices contacts In this form will riot apply to enrollments or registrations. This form Applies to: 0 PADSA Agreement I E] gnrollmentlAlfiliale Registration Form Insert primary entity name It more then one Enm6monl/Ragislrolton form Is subml(to(I Contact information, Each party will nollfy the other in writing I( tiny of Ilia Information In the following contact information pages) changes. 1-11e asterlsl(s (') Indicate required flaldsl if the entity chooses to designate other contact types, the some required fields mull be cMpleted for each section, By providing contact inforinailon, 4ntily consents to Its usa for putposes of administering the Enrollment by Iv)icrosoff and 011ie( penes that help 101cro3on administer this Cnrollment. The personal Information provided In connection with this agreement will be used and protected acwrsling to Iho privacy statomanf Mf 3bla al lit tns:ltlf censi n_�).jn icrosofhcom. 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 Fundedludt Contact antall address' RFundoiburl(lrarlveo.org $(real address' 345t1141h Street, 4u1 Floor city, Riverside Statolprovhace, California (Postal code" 0250-1-3861 Country" USA PhOne' g51-g55-22ti5 Fax i D This contact is a third party (not the entity), Warning: This contact receives personally identifiable Information of the entity. 2, Software Assurance manager. This contort. will receive online permissions to mannge the Software Assurance benefits under lira Enrollment or Registration. Name of entity' County of Riverside Contact name': First Regina Last Funderburk Contact ernalt ncldreW RFunderbudt[cnilvco.org Street address" 3460 14th Street, 41h Floor, City' Riverside StatorProvince' California Postal code' 512501-3881 i I sanCnnu,on�ant-o„�,tuan.lalc,atrrlc7(pr,12411) I'a9c 141 :1 Country" USA Phone" 951-95G•2255 Fax 0 This contact Is a third party (not Ihs onhly). Warning: This coned receives personally Identifiable Information or the entity, 3, Subscriptions manager. This contact will osaign WON, Cxprasslon, and TechNol Plus subscription licenses to (lie IndIVILILIal subscribers under this Enrollment or Rogishallon, Assignment of the Subsadptlon 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 subscripllons. Name OF entity' County of Riverside contact name': First Regina Last Funderburir Contact email address' Rl'underburliQb;ivco.ord Street address' 345014th Sheol, Mh floor Cily'Riverside S Aulf'rovirlce' California Postal code' 0250'1-3861 Cou ntry' USA Phone' 951.955.2265 Fail ❑ This contact Is a third party (no( (he On lty). Warning! 'this contact recolves personally Identifiable Information of the enit(y. 4. Online services manager. 'This conloct will be provided Online parmissions to manage Inc online service* ordered under the Enrollment or Registration. Nanla or entlly^ counly of Riverside Contact name': First Luis Last Flores Contact email address" LFFlores(0dvco.a'g Street addrasa' 3450 141h Street, 41h Floor City' Riverside StatefProvhree' California Postal code" 92501.3861 Country"USA . P11011e"951.955.8114 Fax 0 Tills contact IS a third party (not the entity). Warning: This contact receives personally Identifiable Information of the entity. S. Customer Support Manager (CSM), Thin person is designated as Ilia Customer Support Manager (CSM) for support -related activities. Name of entity' Coanly of Riverside Contact name': First Luis Last Flores Contact small address" LFFlomsgrlvco.org Stroot address' 3450 14(hMreel, 41h Floor City"Riverside StalefProvince' California Postal code' 92501.3861 Counhy^USA Phone" 061-955.8114 Fax 6, Primary contact Information, An individual fiont Inside (lie organization must serve as the primary contaol. This contact receives onfine administrator permissions and may grant online access to olhgrs. Tills contact also receives all notices unless Microsoft Is provided writlan notice of a change. Name of ontity' County of Riverside nn0ordacliblUF1on(WA.114O)(kNG)(0clX0M) pbec 2 Of 3 contactnamr: First Jim Last smith Contact amall address' jirnsrnith 2L7i rivro,org Street adclress' 345014th Street, 4th Floor City' RIvurside StnlelProvinco' CA Pcslal code' g2501,3A61 Country" Us Phona" 051-231-6909 Fox 7. Notices contact and online administrator inforrrlation This IndividaN receives online a(hninistrator permissions and nitiy grail online areese to othem iris contact also receives all notices. 0 same as favmary contarl Name otcntlty' Contact name"; First Last Contact small addreav Street adclress" city' SlatalProvince" Postal cads" Country" Phone" Fax L� This conloct Is a third party (not the entlly). Warning; This contact receives persons ily i(lantirlal110 Information of the entity, �ufHauluclLduFanu(PIa,Nq)iL�PIS)(/JCI@B'13) Rage 3 of 3 TrookIng Microsoft Document Headersheet a rids is for intormatlonal paiposos only' uo Oct modify the formatting or spacing of this Forrn above this text Country: United States LAR(LApiCS& Insight [direct USA, Inc, iga amt ersion EA 6 2016 Account Manager Name i Allas, (Scanning Cone) ACCOUNT: County of Riverside Outsourcer Name: Business Agreement Number: Master Agreement Number: 8084445 Agreement Number: Purchase Order Number comments: 312312019 9:A2:49 PM OR Microsoft Volume Licensing Amendment to Contract Documents Aflaauom 6Annbol,�� OOA•kaylaed•S•Oq Thin nmnpdntanl r"Amondnlont' j Is ontered Into between the parlles Identified on the attached program sipnatura form. It air ands the Lnfollnnonl or Ala•onrnarll identified shove. All lorms used but nol rielinod In this Amendment Yell] Nava Ilia sarne meanings provided in that Enrollment or Aglroemenl. Enterprise Agreement Custom Terrns CTM t. Sadlipn 0a, "'Turn,", Is Ilereby aihen<I¢d and restated os 1911nws: a, Tonn. The lean of Ihis Agraamortt will remain In effect unless ternlinaled by either party AS d¢ael bad below. Each EnYollaleul will have the loan provided in that Fnrolimenl. 2, The pricing that 101cvosoff will offer Enrolled Afflloii,'g 12eseller for 'Enrollmenls effective) bo(vloen November 1, 20'191hrough October Tl, 2021. and That wlll apply for the entire initial Inns of such En!ollmenls, Is as follmm , Prodtict '� + pYlca��'- Exnmpl¢e Inrauda brit era not Ilin�tod to Level the following"; -.ntoTpr sn Online Services" -I.avol n Min E3 and L"•s, I3nlorprlso Mobility +' (Including (cull USLs, from $A Inbws 2% Security E3 and E5, Olf!oe 365 MINI pr!sa USLS, Add.ona and Step Ups) level D E1 or E3, Windows 10 Enterprise El or E5 OIOc% 3G5 Pro Plus, Vvinunws 7D Mntorprise Products Oiterprise, Cora CAL Suite, Enterprise CAL Suite Addltl0nat tYrQOUOI9 Level n hi3G5 F1, 61355 U Cpinplianoo, M365 ff S"tirlly, Office 3C;S Enterpriso Ft, Project Online, Vislo Online Plan 'i ar Plan 2, Dynamics 365, Aztne, SOL Server, Winnows Servar, olc. Solvorand Tools Product Leve DD SharePntnl Saver, SOI. Server,-F3IzTa11< (applies to Settler and Cloud $etvor, VNII'll Studlo, CofR IllfreSlrtw(Utc Forothroate only) Suiles, BIC. I le_� ex:lmpine iucNdu ounnR aervineu that xie urailable W e�Ber the cm , n I e cln o 4wmnmrnl �Ann<i rllerincn. "•qunh:ylnn riIIRv Iiee pnimRSelvirae Rrr 69aoflfied in IhR hoeer,! TenoG mill, Ise cRll rplu3al'E6`6t rIw(Role, rot 'P,owwn Auu lu6lblf liit, �wrw of Wuuµ I'.0:01,1eswWw"ItRbRtla ehn:gua5 Unle!POSO nnhue SeWlcna Rre 564104. IIOUalaUh3v ge<I OLfdnx,VEU 60111lha C1116olfoe P(IrIo Rl CffRdR(1 Exclusions apply to the additional 20A di scotmt n i Fnlorpriso OnlIno Sewloes as follows; A,ncatln,C!tlF1nU wi 9 G1til CPT f)PT•F:^llf OD NOR I of The price list month that applies to an order Is not a Factor In delorminin0 whether the addifiohal 2% discount on Enlarpdse Online Services may be applied to an order. The only applicable (actor Is the effective date of the Enrollment. a Tho discount does not apply to any eXtenslons of the Initial Tenn or renewal rilrotbnonla. a The discount does net apply In any premagonut 810% E-nroilyd Affiliate is entitled to the lewerof the Pmnroilonal price or dlscuunled price. The price level that applies to Errollrnonls effective on ur after November 1, 2021 is level D for all Pretoria. The Rosoller and the Enrolled Affiliate will determine Iho Enrdlfed Af011al0b actual price and payman(tonns, Except for changes made by this Amendment, the Enrollment of Agreement identified above remains enchanried and In (all farce and effect, If there Is any Conflict bonveen any provision In this Amendment and oily pmvisiun in the Emolhnent or Agreement Idenlifind above., this Amendmenl shall curliml. This A—mi meltt must he al.faohed to a siyrlature form to be valid. AmcY.<Imx1:IM1an 9n t7 cT4,t-rPT,OPI FINK nn r'ueu 2 of 2 I D14:11:119 3 VOLUME LICENSING ENTERPRISE ENROLLMENT- STATE AND LOCAL #223'760 ® Microsoft. Enterprise Enrollment Enterprise Enrollment number (Microsoft to complete) Previous Enrollment number (Resellar to comPlele) 73367119 Volume Licensing Framework ID (ilappllc9l* 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 http://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 Customer with 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. EA20201EnrGov(US)SLG(ENG)(Oct2Ul9) Page 1 of 10 Document X20-10635 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 ("VPI"). 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 Linder 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)(0o12019) Page 2 of 10 Document X20-10635 "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 Customers 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 htto://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. (i) 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). (ii) 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, may be 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 (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. (1) 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. (ill) 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 priortrue-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 FA20201 EnrGov(US)8LG(ENG)(0ct2019) Page 4 of 10 DorumentX20-10636 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). h. 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: (1) For step-up Licenses included on an initial order, Enrolled Affiliate may order according to the true -up process. (it) 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 juices 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 EnrGov(US)SLG(ENG)(Oct2019) Page 5 of 10 Document X20-10535 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. (111) 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 and 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 X20-10636 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. (M) 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(U8)8LG(ENG)(Od201 g) Page of 10 Document X20-10635 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: O 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:/AAfww.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 Feiner 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 Ox Same as primary contact (default if no information is provided below, even if the box is not checked). Contact name* First Michael Last Feiner Contact email address* mfetner@santa-ane.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) 647.6384 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 Father 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* Printed name* Bridget Printed title* PCE-GSM Date* 1/13/20 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 X20.10636 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. (1) Additional notices contact (il) Software Assurance manager (it[) Subscriptions manager (iv) Customer Support Manager (CSM) contact 3. Financing elections. Is a purchase under this Enrollment being financed through MS Financing? O Yes, © 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((1S)3I.(3(ENG)(0c12010) Page 10 of 10 Document X20A0035 ®n Microsoft Volume Licensing Previous Enrol Iment(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)(0ct2019) Page 1 of 1 Document X20-12873 EXHIBIT C VOLUME LICENSING ENTERPRISE AMENDMENT TO CONTRACT DOCUMENTS #22376v3 0 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) forthe 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 CoreCALBridge0365FromSA ALNG SubsVL MVL Pltfrm PerUsr 0 3 AAA-11894 0365GCCE3 ShrdSvr ALNG SubsVL MVL PerUsr 3 3 AmendmentApp A.0 1097,10325 Page 1 of 2 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 andlor 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: (1) 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. (11) 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. (111) 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. Except for 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)(InvolceforQuotedPrice)( M97 B WW)(ENG Nov20l9 IU .docx (M325)EnrAmend(EarlyCommitment)(VVW)(E M325 PLSS NG)(June20l9 IU .docx AmendmentApp v4.0 M97,M325 Page 2 of 2 EXHIBIT D VOLUME LICENSING ENTERPRISE ENROLLMENT PRODUCT SELECTION FORM #22376v3 Enterprise Enrollment Product Selection Form Proposal ID 0900805.006 Language: English (United Stales) Microsoft I Volume Licensing Enrollment Number Enrolled Affiliate's Enterprise Products and Enterprise Online Services summary for the Initial order: Profit .Devices Qualified - Qualified Users Device/User �. Ratio - '- Enterprise Product Pladomi 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:Quantit - House use in the cloud Quantity. Client Access License ICAL) Core CAL Core CAI. 1,540 Core CAL Bridge for Office 365 From SA 3 Windowa Desktop - -- Windows Enterprise OS Upgrade 1,721 3 0365 Gov Plan 0366 GCC E3 3 Enrolled Affiliate's Product.Quantltles: •. Price Group 1. 2 3 4 Enterprise Products Office Professional Plus+Office Client Access License+ Client Access License Win E3+Win ES+ 365 ProPlus + Office 365 (Plans Office 365 (Plans El, E3 p Windows Intune + Win VDA + Microsoft ->E3 and E5)+Microsoft 365 and E5)+Microsoft 365 EMS USL + Microsoft 365 Enterprise Enterprise Enterprise 365 Enterprise Quantity 3 1543 1540 1724 Enrolled Affiliate's Pre L icaSel: 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 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 hgthest quantity from Gmup 2 or 3. D Additional Product Systems Pool: Unless otherwise indicated in associated contract documents, Price level set using quantity from Group 4. D NOTES Unless otherwise indicated In the associated contract documents, the price level for each Product offering J pool is set as described above, based upon the quantity to price level mapping below: Quantity of Licenses and Software Assurance - Price Level 2.3119, and below A 2,400 to 5,SN 0 6,000 to 14XI) C 15,000 and above D Note 1: Enterprise Online Services may not be available In all locatlons. 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 relmage 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 velf be price level "A' throughout the term of the Enrol€ reant, Refer tb the Qualifying Government Entity Addendum pricing provision for more details on price leveling. CTM Page 2 of 2 EXHIBIT E VOLUME LICENSING DISCOUNT TRANSPARENCY DISCLOSURE FORM #223760 Microsoft I Volume Licensing Discount Transparency Disclosure Form Date: 12118/2019 Program: Enterprise 6 Enrollment Number: Renewal Quote Number: 0900806.006 Partner Name: SoflwareONE, 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 SMaximum 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 form, 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 Partner's reseller transacts with Microsoft. "Product" means all Microsoft Products Identified In the Product Terms, such as all Software, Online Services, and other web - based services, Including re-reiease 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: 111 EXHIBIT F VOLUME LICENSING - PROGRAM SIGNATURE FORM (EXHIBITS B-E) #223760 O `: Microsoft Program Signature Form MBAIMBSA 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 Signature* e Printed First and Last Name* Printed Title Signature Date" Tax ID City of Santa Ana Kristine Ridge City Manager PfogramSignForm(MSSign)(NA,LatAm)EzBRA(ENG)(Gcr2019) Page 1 of 2 Document X20.12845 Optional 2"d 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' 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 RECOMMENDED FOR APPROVAL: N JA6k CIULLA C efInnovationsOfficer, Information Technology APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: —� — Assistant City Attorney p22112v2