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HomeMy WebLinkAboutItem 18 - Agreement for Microsoft Software Volume Licensing and MaintenanceInformation Technology www.santa-ana.org/IT Item # 18 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report January 20, 2026 TOPIC: Volume Licensing and Maintenance for Microsoft Software and Products AGENDA TITLE Agreement with Insight Public Sector, Inc. for Volume Licensing and Maintenance for Microsoft Software and Products (Specification No. 26-005) (Non -General Fund) RECOMMENDED ACTION Authorize the City Manager to execute an agreement with Insight Public Sector, Inc. to provide volume licensing and maintenance for Microsoft software and products in an amount not to exceed $2,900,000, for a term beginning February 1, 2026 and expiring January 31, 2029. (Agreement No. A-2026-XXX) GOVERNMENT CODE §84308 APPLIES: Yes DISCUSSION The City of Santa Ana (City) licenses many products from Microsoft Corporation. The City's core software infrastructure is based on Microsoft's desktop, server, collaboration, and development products. The Microsoft Enterprise Agreement positions the City to continue to acquire product licenses, subscriptions, and software assurance at a volume discount. The risk from the liability of using unlicensed Microsoft products could be monetarily very large. Purchasing a Microsoft enterprise volume license for the entire organization is a cost-effective means for managing Microsoft software as a resource and greatly simplifies licensing by requiring a single transaction to acquire licenses for the City. In addition, the enterprise volume license allows the City to obtain software assurance which will provide the City with the legal right to continue to receive the current version of some Microsoft products used by the City, including our Windows Servers and SQL Server databases. The City is planning to migrate to Microsoft 365 starting in 2026. Microsoft 365 is a cloud -powered subscription service providing access to Microsoft's popular productivity apps (Word, Excel, PowerPoint, Outlook) plus cloud services like OneDrive storage, Teams collaboration, and advanced security features, available across devices (PC, Mac, mobile) with continuous updates and optional Al integration (Copilot). Volume Licensing and Maintenance for Microsoft Software and Products January 20, 2026 Page 2 The City purchases Microsoft software licenses through a joint, volume licensing program known as the County of Riverside's Microsoft Enterprise Agreement (`MSEA'). This request is for a renewal of the City's MSEA. The County of Riverside's master agreement with Microsoft is based on participation of any county, city, and special district in the state. The very large volume of Microsoft products used by these statewide agencies has allowed the County of Riverside to obtain deep discounts for these products which, in turn, are passed on to agencies participating under this master agreement with Microsoft. Specifically, this is a request for the City to participate in the volume licensing and support services agreement for Microsoft Product Licensing and Maintenance as described in the Riverside County Microsoft Enterprise Agreement (MSEA), effective November 1, 2019. The City's participation under this agreement will ensure the City the lowest pricing for Microsoft licensing and support services. Staff recommends contracting with Insight Public Sector, Inc. as Microsoft's reseller for the agreement (Exhibit 1). The County of Riverside conducted a competitive process to select firms qualified to serve as a Licensing Solution Provider (LSP) under the County of Riverside / Microsoft agreement and Insight Public Sector, Inc. was one of the firms selected. Santa Ana Municipal Code, Section 2-807(d), authorizes the City to purchase against contracts from any public agency utilizing a competitive bid process. The County of Riverside Agreement No. ITARC-00930 (Exhibit 2) with Insight Public Sector, Inc. for Microsoft products and services was awarded as a result of open, competitive bidding, and meets the City's requirement. ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT Funding is available in the current FY 2025-26 budget and future fiscal year funding for any extension periods will be included in proposed budgets for City Council consideration. Volume Licensing and Maintenance for Microsoft Software and Products January 20, 2026 Page 3 Agreement Fiscal Accounting Fund Accounting Unit, Amount Year Year Unit — Description Account Description Account # FY 25-26 10920140- Information Network & $ 500,000 (Feb -Jun) 62306 Technology Telecommunications, Software Maintenance & Year 1 Support FY 26-27 10920140- Information Network & $700,000 (Jul -Jan) 62306/6651 Technology Telecommunications, Software Maintenance & Support/ Computer Software Subscriptions FY 26-27 10920140- Information Network & $ 500,000 (Feb -Jun) 62306/6651 Technology Telecommunications, Software Maintenance & Year 2 Support/ Computer Software Subscriptions FY 27-28 10920140- Information Network & $700,000 (Jul -Jan) 62306/6651 Technology Telecommunications, Software Maintenance & Support/ Computer Software Subscriptions FY 27-28 10920140- Information Network & $ 500,000 (Feb -Jun) 62306/6651 Technology Telecommunications, Software Maintenance & Year 3 Support/ Computer Software Subscriptions Total $2,900,000 EXHIBIT(S) 1. Agreement with Insight Public Sector, Inc. (A-2026-XXX) 2. County of Riverside Master Services Agreement No. ITARC-00930 Submitted By: Jack Ciulla, Chief Technology Innovations Officer Approved By: Alvaro Nunez, City Manager LICENSED SUPPORT PROVIDER (LSP) AGREEMENT WITH INSIGHT PUBLIC SECTOR, INC. FOR MICROSOFT PRODUCTS AND SERVICES THIS AGREEMENT is made and entered into on this 20TH day of January, 2026 by and between Insight Public Sector, Inc., an Illinois corporation ("Consultant"), 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 desires to retain a Consultant having special skill and knowledge to be engaged upon with the City as a licensed support provider ("LSP") for Microsoft Products and Services. B. On November 1, 2024, the County of Riverside entered into Agreement #ITARC-00930 based on Request for Qualification ("RFQ") No. ITARC-532 for Microsoft products and services under an Enterprise Agreement with an enrolled affiliate government partner identified as EA 8084445. C. Pursuant to Exhibit A of Agreement #ITARC-00930, Consultant made the agreement, as an LSP of the Microsoft Products and Services under Microsoft EA No. 8084445, available for use by governmental agencies within the State of California. The LSP would serve as the liaison between the political entity for enrollments under the Microsoft EA. D. Agreement #ITARC-00930 also extends the same pricing, terms, and conditions to every political entity, special district, in the State of California for entities, including the City to make purchases in their own name, make direct payment, and be liable directly to the LSP of their choosing. E. Pursuant to Santa Ana Municipal Code § 2-807(d), this contract may be entered into between the parties, and is exempt from competitive bidding, for purchases from vendors awarded the same type of purchase contract by a federal agency (including the general services administration), a state agency, county, city or other public agency after a competitive bidding process determined by the purchasing manager to be substantially equivalent to that prescribed by Article VII.II regarding purchasing rules and procedures. F. The aforementioned facts detailed in Recitals B-D satisfy City code requirements and Consultant has represented to City that it is able and willing to provide such services to the City. G. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: Page 1 of 8 1. SCOPE OF SERVICES a. Consultant shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in the Program Signature Form, attached hereto as Exhibit A, and incorporated by reference. b. Consultant shall also perform, during the term of this Agreement, the scope and details provided within Exhibit A to Agreement #ITARC-00930, attached hereto as Exhibit B. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services for City, the rates and charges identified in Exhibit B. The total amount to be expended during the term of this Agreement shall not exceed $2,900,000. b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. City and Consultant agree that all payments due and owing under this Agreement shall be made through Automated Clearing House (ACH) transfers. Consultant agrees to execute the City's standard ACH Vendor Payment Authorization and provide required documentation. Upon verification of the data provided, the City will be authorized to deposit payments directly into Consultant's account(s) with financial institutions. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on February 1, 2026 and continue through January 31, 2029, unless terminated earlier in accordance with Section 15, below. The parties agree and understand that the term defined, above, is controlling. Any extension or renewal may be subject to approval by the City Council of the City of Santa Ana. 4. INDEPENDENT CONTRACTOR Consultant 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 Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant 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. Page 2 of 8 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 6. INSURANCE Insurance requirements shall be defined by the requirements set forth in Section 8 of Agreement #ITARC-00930, attached hereto as Exhibit B. 7. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Page 3 of 8 Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 9. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant 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 Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant 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 during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 10. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant 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 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 Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE a. Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. b. No immediate family members of either the Mayor, City Council Member, or any appointed City Official, including appointed board and commission members, as defined under the City's Municipal Code, whose position with the City shall award or influence the award of this Agreement, or any competing contract or amendment thereof, shall be employed in any capacity by the Consultant or have any other direct Page 4 of 8 or indirect financial benefit or interest in this Agreement. The section also prohibits the awarding of any agreement, contract, grant, or any amendment to those awards, to any former full-time employee for one-year from date of employee separation except for any Ca1PERS retiree as authorized by City Council resolution d. The Consultant must comply with all conflict of interest laws, ordinances, and regulations now in effect or hereafter to be enacted during the term of this Agreement. The Consultant warrants that it is not now aware of any facts which conflict with the prohibitions defined above. If the Consultant hereafter becomes aware of any facts that might reasonably be expected to create a conflict of interest, it must immediately make full written disclosure of such facts to the City. Full written disclosure must include, but is not limited to, identification of all persons implicated and a complete description of all relevant circumstances. Failure to comply with the provisions of this paragraph will be a material breach of this Agreement. e. Consultant covenants that none of its directors, officers, employees, or agents shall participate in selecting or administrating any subcontract supported (in whole or in part) by City funds stemming from the Agreement where the awarding of the subcontract has any direct or indirect financial benefit or interest to any individual, as defined in subsections (b) and (c) above. 12. NON-DISCRIMINATION Consultant 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. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, 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 Consultant. 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 Consultant or the City. Each parry to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any parry, or anyone acting on behalf of any party, which is not embodied herein. Page 5 of 8 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant 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 Consultants retained by City. 15. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 16. 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. 17. 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. 18. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and Page 6 of 8 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. 19. 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: City Clerk City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 With courtesy copies to: Chief Innovations Officer Information Technologies Department City of Santa Ana 20 Civic Center Plaza (M-42) P.O. Box 1988 Santa Ana, California 92702 To Consultant: Insight Public Sector, Inc. Attn: Scott Friedlander, IPS SVP 2701 E. Insight Way Chandler AZ 85286 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. 20. 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 Page 7 of 8 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Jennifer L. Hall City Clerk APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney B onathan T. Martinez Assistant City Attorney RECOMMENDED FOR APPROVAL: Jack Ciulla Chief Technology Innovations Officer Information Technologies Department CITY OF SANTA ANA Alvaro Nunez City Manager INSIGHT PUBLIC SECTOR, INC.: Scott Friedlander IPS SVP Page 8 of 8 EXHIBIT A Program Signature Form Microsoft Program Signature Form MBA/MBSA number Agreement number 8084445 Volume Licensing AM D000476143 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 be lqoure entered into between the Customer and the Microsoft Affiliate signing, as of the effective date ed below. Enterprise Enrollment Indirect -10637 Product Selection Form 3112846.004 PSF Enterprise Amendment 97 - (68742008) By signing below, Customer and the Microsoft Affiliate r both parties (1) have received, read and understand the above contract documents, incl n an ebsites or documents incorporated by reference and any amendments and (2) agree to n by the terms of all such documents. Name of Entity (must be legal enti ity of Santa Ana Signature* Printed First and Last Na Printed Title Signature Date* Tax ID * indicates required field ProgramSignForm(MSSign)(NA,LatAm)ExBRA,MLI(ENG)(May202o) Page 1 of 2 Document X20-12883 Optional 2nd Customer signature or Outsourcer signature (if applicable) Name of Entity (must be legal entity name)* Signature* Printed First and Last Name* Printed Title Signature Date* * indicates required field Name of Entity (must be legal enti Signature* Printed First and Last Na Printed Title Signature Date* o�N * indicates required field 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 6880 Sierra Center Parkway Reno, Nevada 89511 USA ProgramSignForm(MSSign)(NA,LatAm)ExB RA, MLI(ENG)(May2020) Page 2 of 2 Document X20-12883 Microsoft Enterprise Enrollment Enterprise Enrollment number 68742008 (Microsoft to complete) Previous Enrollment number $1632767 (Reseller to complete) Framework ID (if applicable) 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 Microsoft Products and Services Data Protection Addendum, (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. EA20261 EnrGov(US)SLG(ENG)(Aug2025) Page 1 of 10 Document X20-10637 Membership in the Community is ultimately at Microsoft's discretion, which may vary by Government Community Cloud Service. "Enterprise Online Service" means any Online Service designated as an Enterprise Online Service in the Product Terms and chosen by Enrolled Affiliate under this Enrollment. Enterprise Online Services are treated as Online Services, except as noted. "Enterprise Product" means any Desktop Platform Product that Microsoft designates as an Enterprise Product in the Product Terms and chosen by Enrolled Affiliate under this Enrollment. Enterprise Products must be licensed for all Qualified Devices and Qualified Users on an Enterprise -wide basis under this program. "Expiration Date" means the date upon which the Enrollment expires. "Federal Agency" means a bureau, office, agency, department or other entity of the United States Government. "Government" means a Federal Agency, State/Local Entity, or Tribal Entity acting in its governmental capacity. "Government Community Cloud Services" means Microsoft Online Services that are provisioned in Microsoft's multi -tenant data centers for exclusive use by or for the Community and offered in accordance with the National Institute of Standards and Technology (NIST) Special Publication 800-145. Microsoft Online Services that are Government Community Cloud Services are designated as such in the Use Rights and Product Terms. "Industry Device" (also known as line of business device) means any device that: (1) is not useable in its deployed configuration as a general purpose personal computing device (such as a personal computer), a multi -function server, or a commercially viable substitute for one of these systems; and (2) only employs an industry or task -specific software program (e.g. a computer -aided design program used by an architect or a point of sale program) ("Industry Program"). The device may include features and functions derived from Microsoft software or third -party software. If the device performs desktop functions (such as email, word processing, spreadsheets, database, network or Internet browsing, or scheduling, or personal finance), then the desktop functions: (1) may only be used for the purpose of supporting the Industry Program functionality; and (2) must be technically integrated with the Industry Program or employ technically enforced policies or architecture to operate only when used with the Industry Program functionality. "Managed Device" means any device on which any Affiliate in the Enterprise directly or indirectly controls one or more operating system environments. Examples of Managed Devices can be found in the Product Terms. "Qualified Device" means any device that is used by or for the benefit of Enrolled Affiliate's Enterprise and is: (1) a personal desktop computer, portable computer, workstation, or similar device capable of running Windows Pro locally (in a physical or virtual operating system environment), or (2) a device used to access a virtual desktop infrastructure ("VDI"). Qualified Devices do not include any device that is: (1) designated as a server and not used as a personal computer, (2) an Industry Device, or (3) not a Managed Device. At its option, the Enrolled Affiliate may designate any device excluded above (e.g., Industry Device) that is used by or for the benefit of the Enrolled Affiliate's Enterprise as a Qualified Device for all or a subset of Enterprise Products or Online Services the Enrolled Affiliate has selected. "Qualified User" means a person (e.g., employee, consultant, contingent staff) who: (1) is a user of a Qualified Device, or (2) accesses any server software requiring an Enterprise Product Client Access License or any Enterprise Online Service. It does not include a person who accesses server software or an Online Service solely under a License identified in the Qualified User exemptions in the Product Terms. "Reseller" means an entity authorized by Microsoft to resell Licenses under this program and engaged by an Enrolled Affiliate to provide pre- and post -transaction assistance related to this agreement; "Reserved License" means for an Online Service identified as eligible for true -ups in the Product Terms, the License reserved by Enrolled Affiliate prior to use and for which Microsoft will make the Online Service available for activation. EA20261 EnrGov(US)SLG(ENG)(Aug2025) Page 2 of 10 Document X20-10637 "State/Local Entity" means (1) any agency of a state or local government in the United States, or (2) any United States county, borough, commonwealth, city, municipality, town, township, special purpose district, or other similar type of governmental instrumentality established by the laws of Customer's state and located within Customer's state's jurisdiction and geographic boundaries. "Tribal Entity" means a federally recognized tribal entity performing tribal governmental functions and eligible for funding and services from the U.S. Department of Interior by virtue of its status as an Indian tribe. "Use Rights" means, with respect to any licensing program, the use rights or terms of service for each Product and version published for that licensing program at the Volume Licensing Site and updated from time to time. The Use Rights include the Product -Specific License Terms, the License Model terms, the Universal License Terms, the Data Protection Terms, and the Other Legal Terms. The Use Rights supersede the terms of any end user license agreement (on -screen or otherwise) that accompanies a Product. "Volume Licensing Site" means http://www.microsoft.com/licensing/contracts or a successor site. 2. Order requirements. a. Minimum order requirements. Enrolled Affiliate's Enterprise must have a minimum of 250 Qualified Users or Qualified Devices. The initial order must include at least 250 Licenses for Enterprise Products or Enterprise Online Services. (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. 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. (1) 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. EA20261 EnrGov(US)SLG(ENG)(Aug2025) Page 3 of 10 Document X20-10637 (ii) Adding Licenses for previously ordered Products. Additional Licenses for previously ordered Products other than Online Services may be added at any time but must be included in the next true -up order. Additional Licenses for Online Services must be ordered prior to use, unless the Online Services are (1) identified as eligible for true -up in the Product Terms or (2) included as part of other Licenses. g. True -up requirements. Enrolled Affiliate must submit an annual true -up order that accounts for any changes since the initial order or last order. If there are no changes, then an update statement must be submitted instead of a true -up order. (i) Enterprise Products. For Enterprise Products, Enrolled Affiliate must determine the number of Qualified Devices and Qualified Users (if ordering user -based Licenses) at the time the true -up order is placed and must order additional Licenses for all Qualified Devices and Qualified Users that are not already covered by existing Licenses, including any Enterprise Online Services. (ii) Additional Products. For Additional Products that have been previously ordered under this Enrollment, Enrolled Affiliate must determine the maximum number of Additional Products used since the latter of the initial order, the last true -up order, or the prior anniversary date and submit a true -up order that accounts for any increase. (iii) Online Services. For Online Services identified as eligible for true -up in the Product Terms, Enrolled Affiliate may place a reservation order for the additional Licenses prior to use and payment may be deferred until the next true -up order. Microsoft will provide a report of Reserved Licenses ordered but not yet invoiced to Enrolled Affiliate and its Reseller. Reserved Licenses will be invoiced retrospectively to the month in which they were ordered. (iv) Subscription License reductions. Enrolled Affiliate may reduce the quantity of Subscription Licenses at the Enrollment anniversary date on a prospective basis if permitted in the Product Terms, as follows: 1) For Subscription Licenses that are part of an Enterprise -wide purchase, Licenses may be reduced as long as (a) the initial order minimum requirements are maintained and (b) the total quantity of Licenses and Software Assurance for an applicable group meets or exceeds the quantity of Qualified Devices and Qualified Users (if ordering user -based Licenses) identified on the Product Selection Form, and includes any additional Qualified Devices and Qualified Users added in any prior true -up orders. Step-up Licenses do not count towards this total count. 2) For Enterprise Online Services in a given Product pool that are not a part of an Enterprise -wide purchase, Licenses can be reduced as long as (a) the initial order minimum requirements are maintained and (b) all then -active users of each Online Service are included the total quantity of Licenses remaining after the reduction. An Enrolled Affiliate may reduce Licenses for Online Services on or before the Enrollment anniversary date and place a reservation order for such licenses within 90 days after the anniversary date; however, any licenses ordered as described in this section will be invoiced to the Enrolled Affiliate for the time period the licenses were made available. Subscription Licenses ordered upfront may not be reduced. 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 EA20261 EnrGov(US)SLG(ENG)(Aug2025) Page 4 of 10 Document X20-10637 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 last true -up order or update statement during an Enrollment term 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 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 may 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: (i) For step-up Licenses included on an initial order, Enrolled Affiliate may order according to the true -up process. (ii) If step-up Licenses are not included on an initial order, Enrolled Affiliate may step-up initially by following the process described in the Section titled "Adding new Products not previously ordered," then for additional step-up Licenses, by following the true -up order process. i. Clerical errors. Microsoft may correct clerical errors in this Enrollment, and any documents submitted with or under this Enrollment, by providing notice by email and a reasonable opportunity for Enrolled Affiliate to object to the correction. Clerical errors include minor mistakes, unintentional additions and omissions. This provision does not apply to material terms, such as the identity, quantity or price of a Product ordered. j. Verifying compliance. Microsoft may, in its discretion and at its expense, verify compliance with this Enrollment as set forth in the Enterprise Agreement. 3. Pricing. a. Price Levels. For both the initial and any renewal term Enrolled Affiliate's Price Level for all Products ordered under this Enrollment will be Level "D" throughout the term of the Enrollment. b. Setting Prices. Unless otherwise expressly agreed to by the parties and except for Online Services designated in the Product Terms as being exempt from fixed pricing, Enrolled Affiliate's prices for each Product or Service will be established by its Reseller. 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. EA20261 EnrGov(US)SLG(ENG)(Aug2025) Page 5 of 10 Document X20-10637 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 may request to renew Products and Services under this Enrollment for one additional 36-month term. Microsoft may make changes to this program that will make it necessary for Customer and its Enrolled Affiliates to enter into new agreements or Enrollments in order to renew. In order for a renewal request to be considered, Microsoft must receive a Renewal Form, Product Selection Form, and renewal request prior to or at the Expiration Date. Microsoft will review a renewal request made under this section in good faith and may accept or reject such request in its sole discretion. c. If Enrolled Affiliate elects not to renew. 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 option 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 twelve months of the Extended Term, Enrolled Affiliate may terminate the Extended Term by submitting a notice of cancellation to Microsoft for each Online Service. Thereafter, Microsoft may condition the continued use of each Online Service on the acceptance of new terms by the Enrolled Affiliate. Enrolled Affiliate will be notified in writing of any new terms at least 60 days before any such changes take effect. Enrolled Affiliate acknowledges and agrees that after the notice described in this section, its continued use of each Online Service after the effective date provided in the notice will constitute its acceptance of the new terms. If Enrolled Affiliate does not agree to the new terms, it must stop using the Online Services and terminate the Extended Term as provided in this section. Enrolled Affiliate's termination under this section will be effective at the end of the month following 30 days after Microsoft has received the notice. (iii) Subscription Licenses and Online Services not eligible for an Extended Term. If Enrolled Affiliate elects not to renew, the Licenses will be cancelled and will terminate as of the Expiration Date. Any associated media must be uninstalled and destroyed and Enrolled Affiliate's Enterprise must discontinue use. Microsoft may request written certification to verify compliance. d. Termination for cause. Any termination for cause of this Enrollment will be subject to the "Termination for cause" section of the Agreement. In addition, it shall be a breach of this Enrollment if Enrolled Affiliate or any Affiliate in the Enterprise that uses Government Community Cloud Services fails to meet and maintain the conditions of membership in the definition of Community. e. Early termination. Any early termination of this Enrollment will be subject to the "Early Termination" Section of the Enterprise Agreement. EA20261 EnrGov(US)SLG(ENG)(Aug2025) Page 6 of 10 Document X20-10637 For Subscription Licenses, in the event of a breach by Microsoft, or if Microsoft terminates an Online Service for regulatory reasons, Microsoft will issue Reseller a credit for any amount paid in advance for the period after termination. 6. Government Community Cloud. a. Community requirements. If Enrolled Affiliate purchases Government Community Cloud Services, Enrolled Affiliate certifies that it is a member of the Community and agrees to use Government Community Cloud Services solely in its capacity as a member of the Community and, for eligible Government Community Cloud Services, for the benefit of end users that are members of the Community. Use of Government Community Cloud Services by an entity that is not a member of the Community or to provide services to non -Community members is strictly prohibited and could result in termination of Enrolled Affiliate's license(s) for Government Community Cloud Services without notice. Enrolled Affiliate acknowledges that only Community members may use Government Community Cloud Services. b. All terms and conditions applicable to non -Government Community Cloud Services also apply to their corresponding Government Community Cloud Services, except as otherwise noted in the Use Rights, Product Terms, and this Enrollment. Enrolled Affiliate may not deploy or use Government Community Cloud Services and corresponding non -Government Community Cloud Services in the same domain. d. Use Rights for Government Community Cloud Services. For Government Community Cloud Services, notwithstanding anything to the contrary in the Use Rights: (1) Government Community Cloud Services will be offered only within the United States. (ii) Additional European Terms, as set forth in the Use Rights, will not apply. (iii) References to geographic areas in the Use Rights with respect to the location of Customer Data at rest, as set forth in the Use Rights, refer only to the United States. EA20261 EnrGov(US)SLG(ENG)(Aug2025) Page 7 of 10 Document X20-10637 Enrollment Details 1. Enrolled Affiliate's Enterprise. Make an election for including Affiliates in the Enterprise (Required). Check only one box in this section. If no boxes are checked, Microsoft will deem the Enterprise to include the Enrolled Affiliate only. If more than one box is checked, Microsoft will deem the Enterprise to include the largest number of Affiliates: 0 Enrolled Affiliate only. ❑ All Affiliates. All Affiliates of Enrolled Affiliate are hereby included in the Enterprise. Enrolled Affiliate represents that its Affiliates are entire offices, bureaus, agencies, departments, or other entities, not partial offices, bureaus, agencies, or departments, or other partial entities. Enrolled Affiliate may order Products for use by its Affiliates. If it does, the licenses granted to Enrolled Affiliate under this Enrollment will apply to such Affiliates, but Enrolled Affiliate will have the sole right to enforce the Agreement and this Enrollment against Microsoft. Enrolled Affiliate will remain responsible for all obligations under this Enrollment and for its Affiliates' compliance with this Enrollment. ❑ Enrolled Affiliate including. Only the Enrolled Affiliate and the Affiliates listed below will be included in the Enterprise. Enrolled Affiliate represents that its Affiliates are entire offices, bureaus, agencies, departments, or other entities, not partial offices, bureaus, agencies, or departments, or other partial entities. Enrolled Affiliate may order Products for use by its Affiliates. If it does, the licenses granted to Enrolled Affiliate under this Enrollment will apply to such Affiliates, but Enrolled Affiliate will have the sole right to enforce the Agreement and this Enrollment against Microsoft. Enrolled Affiliate will remain responsible for all obligations under this Enrollment and for its Affiliates' compliance with this Enrollment. The following Affiliates are included in the Enterprise: Notwithstanding anything to the contrary in the Agreement, the parties acknowledge and agree to the following: Products ordered under this Enrollment may be subject to U.S. and other countries' export jurisdictions. Each party will comply with all laws and regulations applicable to the import or export of the Products, including, without limitation, trade laws of the U.S., EU, and UK, such as the U.S. Export Administration Regulations, sanctions regulations administered by the U.S. Office of Foreign Assets Control, the EU Dual Use Regulation 2021/821, and/or other end -user, end use, and destination restrictions ("Trade Laws"). Customer will not, and will ensure its Affiliates will not, take any action that causes Microsoft to violate applicable Trade Laws. Microsoft may suspend or terminate this Enrollment immediately without notice to the extent that Microsoft reasonably believes that performance would cause it to violate Trade Laws or put it at risk of becoming subject to sanctions and penalties under such laws. Customer remains responsible for its and for its Affiliates' compliance with this section and, to the extent applicable, a Regional Trade Compliance Supplemental Terms incorporated herein by reference. 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 // rin vacy.microsoft.com/ rip vacystatement. Primary contact. This contact is the primary contact for the Enrollment from within Enrolled Affiliate's Enterprise. This contact may also be an Online Administrator for Volume Licensing EA20261 EnrGov(US)SLG(ENG)(Aug2025) Page 8 of 10 Document X20-10637 in the Microsoft 365 Admin Center (MAC)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 Middle Last* Fetner Contact email address* mfetner@santa-ana.org Street address* 20 Civic Center Plaza City* Santa Ana State* CA Postal code* 92701-4058- (Please provide the zip + 4, e.g. xxxxx-xxxx) Country* United States Phone* (714) 647-5384 Tax ID Work or School (WSA) Account ID mfetner@santa-ana.org * indicates required fields b. Notices contact and Online Administrator. This contact (1) receives the contractual notices, (2) is the Online Administrator for Volume Licensing in the Microsoft 365 Admin Center (MAC)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. ❑ Same as primary contact (default if no information is provided below, even if the box is not checked). Contact name: First* Michael Middle Last* Fetner Contact email address* mfetner@santa-ana.org Street address* 20 Civic Center Plaza City* Santa Ana State* CA Postal code* 92701-4058- (Please provide the zip + 4, e.g. xxxxx-xxxx) Country* United States Phone* (714) 647-5384 Work or School (WSA) Account ID mfetner@santa-ana.org 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 Middle Last* Fetner Contact email address* mfetner@santa-ana.org Phone* (714) 647-5384 Work or School (WSA) Account ID mfetner@santa-ana.org ❑ This contact is from a third party organization (not the entity). Warning: This contact receives personally identifiable information of the entity. * indicates required fields EA20261 EnrGov(US)SLG(ENG)(Aug2025) Page 9 of 10 Document X20-10637 d. Reseller information. Reseller contact for this Enrollment is: Reseller company name* Insight Direct USA, Inc. Street address (PO boxes will not be accepted)* 2701 E. Insight Way City* Chandler State* AZ Postal code* 85286-1930 Country* United States Contact name* FaithAnderson Phone*8016170556 Contact email address* Faith.Anderson@insight.com * indicates required fields By signing below, the Reseller identified above confirms that all information provided in this Enrollment is correct. Signature* Printed name* Printed title* Date* * indicates required fields Changing a Reseller. If Microsoft or the Reseller chooses to discontinue doing business with each other, Enrolled Affiliate must choose a replacement Reseller. If Enrolled Affiliate or the Reseller intends to terminate their relationship, the initiating party must notify Microsoft and the other party using a form provided by Microsoft at least 90 days prior to the date on which the change is to take effect. e. If Enrolled Affiliate requires a separate contact for any of the following, attach the Supplemental Contact Information form. Otherwise, the notices contact and Online Administrator remains the default. (i) Additional notices contact (ii) Software Assurance manager (iii) Subscriptions manager (iv) Customer Support Manager (CSM) contact 3. Financing elections. Is a purchase under this Enrollment being financed through MS Financing? ❑ Yes, 0 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. EA20261 EnrGov(US)SLG(ENG)(Aug2025) Page 10 of 10 Document X20-10637 ME Microsoft Volume Licensing Previous Enrol lment(s)/Agreement(s) Form Entity Name: City of Santa Ana Contract that this form is attached to: State Local Government 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 Enrol lment/Agreement with SA or Online Services in the appropriate fields of the new contract. PrevEnrAgrForm(WW)(ENG)(Oct2019) Page 1 of 1 Document X20-12873 Microsoft Amendment to Contract Documents Enrollment Number Volume Licensing AMD000476143 This amendment ("Amendment") is entered into between the parties identified on the attached program signature form. It amends the Enrollment or Agreement identified above. All terms used but not defined in this Amendment will have the same meanings provided in that Enrollment or Agreement. Enterprise Enrollment Invoice for Quoted Price Amendment ID M97 The price quoted to Enrolled Affiliate is a fixed price based on an estimated order submission date. Microsoft will invoice Enrolled Affiliate based on this fixed price quote. If this order is submitted later than the estimated order submission date, Enrolled Affiliate will be charged for net new Monthly Subscriptions (including Online Services) for the period during which these services were not provided. For Indirect models, Pricing to Enrolled Affiliate is agreed between Enrolled Affiliate and Enrolled Affiliate's Reseller. SKU Number SKU Description Existing Quantity Incremental quantities 3WS-00001 M365 Apps Enterprise 3 0 GCC Sub Per User Except for changes made by this Amendment, the Enrollment or Agreement identified above remains unchanged and in full force and effect. If there is any conflict between any provision in this Amendment and any provision in the Enrollment or Agreement identified above, this Amendment shall control. This Amendment must be attached to a signature form to be valid. Microsoft Internal Use Only: "(M97)EnrAmend(Ind)(InvoiceforQuotedPrice) M97 Blue WW ENG Dec2024 IU .docx" VL Central Amendments M97 Blue Page 1 of 1 Enterprise Enrollment Product Selection Form Proposal ID 3112846.004 Language: English (United States) Microsoft I Volume Licensing Enrollment Number Enrolled Affiliate's Enterprise Products and Enterprise Online Services summary for the initial order: Profile Qualified Devices Qualified Users Device / User Ratio CAL Licensing Model Enterprise 1,896 1,540 1.2 User Licenses Products Enterprise Quantity Client Access License (CAL) Core CAL Core CAL 1,540 Windows Desktop Windows Enterprise OS Upgrade 1,896 Enrolled Affiliate's Product Quantities: Price Group 1 2 3 4 Enterprise Products Office Professional Plus + M365 Apps for Client Access License + Client Access License + Win E3 + Win E5 + Win Enterprise + Office 365 (Plans E3 and E5) Office 365 (Plans E1, E3 Windows Intune + EMS VDA + Microsoft 365 + Microsoft 365 Enterprise and E5) + Microsoft USL+ Microsoft 365 Enterprise 365 Enterprise Enterprise Quantity 0 1540 1540 1896 Enrolled Affiliate's Price Level: Product Offering / Pool Price Level Enterprise Products and Enterprise Online Services USLs: Unless otherwise indicated in associated contract documents, Price level set using the highest quantity from Groups 1 through 4. D Additional Product Application Pool: Unless otherwise indicated in associated contract documents, Price level set using quantity from Group 1. D Additional Product Server Pool: Unless otherwise indicated in associated contract documents, Price level set using the highest quantity from Group 2 or 3. D Additional Product Systems Pool: Unless otherwise indicated in associated contract documents, Price level set using quantity from Group 4. D Page 1 of 2 EA-EASProdSelForm (WW)(ENG) MS Quote Enterprise Enrollment Product Selection Form Microsoft I Volume Licensing Unless otherwise indicated in the associated contract documents, the price level for each Product offering / pool is set as described above, based upon the quantity to price level mapping below: Quantity of Licenses and Software Assurance Price Level 2,399 and below A 2,400 to 5,999 B 6,000 to 14,999 C 15,000 and above D Note 1: In the following countries, any direct Enrollment consisting of only Enterprise Online Services will not be eligible for the Renewal option described in Section 5.b. of the Enrollment or for a new Enrollment due to program changes: Argentina, Australia, Austria, Belgium, Canada, Chile, Cyprus, Denmark, Finland, France, Germany, Greece, Iceland, Ireland, Jamaica, Italy, Lichtenstein, Luxemburg, Malta, Netherlands, Norway, Portugal, Puerto Rico, South Africa, Spain, Sweden, Switzerland, Trinidad & Tobago, United Kingdom, United States, and Uruguay. Note 2: Enterprise Online Services may not be available in all locations. Please see the Product List for a list of locations where these may be purchased. Note 3: Unless otherwise indicated in the associated Agreement documents, the CAL selection must be the same across the Enterprise for each Profile. Note 4: If Enrolled Affiliate does not order an Enterprise Product or Enterprise Online Service associated with an applicable Product pool, the price level for Additional Products in the same pool will be price level "A" throughout the term of the Enrollment. Refer to the Qualifying Government Entity Addendum pricing provision for more details on price leveling. Note 5: Unless otherwise indicated in associated Agreement documents, the CAL selection must be the same across the Enterprise for each Profile. Note 6: Enrolled Affiliate acknowledges that in order to use a third party to reimage 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. EA- EASProdSeIForm (WW)(ENG) Page 2 of 2 MS Quote EXHIBIT B Agreement # ITARC-00930 AGREEMENT # ITARC-00930 LICENSED SUPPORT PROVIDER (LSP) AGREEMENT No. ITARC-00930 For MICROSOFT PRODUCTS AND SERVICES UNDER MICROSOFT EA NO. 8084445 COUNTY OF RIVERSIDE And INSIGHT PUBLIC SECTOR, INC. This Agreement is entered between the COUNTY OF RIVERSIDE, a political subdivision of the State of California, (herein referred to as "COUNTY"), and Insight Public Sector, Inc., an Illinois corporation authorized to conduct business in the State of California (herein referred to as "LSP") of Microsoft Licensing Solution Provider, effective from November 01.2024 and continues in effect through October 31, 2027, based on LSP's response to RFQ no. ITARC-532 for Microsoft products and services under Microsoft EA no. 8084445. The parties agree as follows: 1. All Terms and Conditions of this Agreement No. ITARC-00930 shall govern purchase of Microsoft products and services under Microsoft EA no. 8084445 by County through the LSP. 2. Period of Performance: This Agreement shall be effective from November 01.2024 and continues in effect through October 31, 2027, with the option to renew for an additional three-year period expiring on October 31, 2030, with no obligation by the County of Riverside to purchase any specified amount of goods or services. In addition, the County may at any time choose to transfer the enrollment from one LSP to another LSP pursuant to the transfer terms set by Microsoft. The period of performance for the enrollment with the LSP may be for up to a three-year term with the option to renew the enrollments with contracted LSP through the LSP contract expiration date. 3. Compensation The COUNTY shall pay the LSP for products at the cost as stated in Exhibit A, incurred in accordance with the terms of this Agreement. The COUNTY is not responsible for any fees or costs incurred above or beyond the contracted amount and shall have no obligation to purchase any specified amount of services or products. Non -Appropriations: The COUNTY obligation for payment of this Agreement beyond the current fiscal year end is contingent upon and limited by the availability of COUNTY funding from which payment can be made, and invoices shall be rendered "monthly" in arrears. In the State of California, Government agencies are not allowed to pay excess interest and late charges, per Government Codes, Section 926.10. No legal liability on the part of the COUNTY shall arise for payment beyond June 30 of each calendar year unless funds are made available for such payment. In the event that such funds are not forthcoming for any reason, COUNTY shall immediately notify CONTRACTOR in writing; and this Agreement shall be deemed terminated, have no further force, and effect. Revision 1/06/2021 SEP 10 2024 5.,2a AGREEMENT # 1TARC-00930 4. Hold Harmless/Indemnification: 4.1 LSP shall indemnify and hold harmless the County of Riverside, its Agencies, Districts, Special Districts and Departments, their respective directors, officers, Board of Supervisors, elected and appointed officials, employees, agents and representatives (individually and collectively hereinafter referred to as Indemnitees) from any liability, action, claim or damage whatsoever, based or asserted upon any services, or acts or omissions, of LSP, its officers, employees, subcontractor, agents or representatives arising out of or in any way relating to this Agreement, including but not limited to property damage, bodily injury, or death or any other element of any kind or nature. LSP shall defend the Indemnitees at its sole expense including all costs and fees (including, but not limited, to attorney fees, cost of investigation, defense and settlements or awards) in any claim or action based upon such acts, omissions or services. 4.2 With respect to any action or claim subject to indemnification herein by LSP. LSP shall, at their sole cost, have the right to use counsel of their own choice and shall have the right to adjust, settle, or compromise any such action or claim without the prior consent of County; provided, however, that any such adjustment, settlement or compromise in no manner whatsoever limits or circumscribes LSP indemnification to Indemnitees as set forth herein. 4.3 LSP obligation hereunder shall be satisfied when LSP has provided to County the appropriate form of dismissal relieving county from any liability for the action or claim involved. 5. Termination: 5.1 County may terminate this Agreement without cause upon thirty (30) days written notice served upon the LSP stating the extent and effective date of termination. 5.2 County may, upon five (5) days written notice terminate this Agreement for LSP default, if LSP refuses or fails to comply with the terms of this Agreement or fails to make progress that may endanger performance and does not immediately cure such failure. In the event of such termination, the County may proceed with the work in any manner deemed proper by County. 5.3 LSP rights under this Agreement shall terminate (except for fees accrued prior to the date of termination) upon dishonesty or a willful or material breach of this Agreement by LSP; or in the event of LSP unwillingness or inability for any reason whatsoever to perform the terms of this Agreement. 6. Alteration or Changes to the Agreement The Board of Supervisors and the County Purchasing Agent and/or his designee is the only authorized County representatives who may at any time, by written order, alter this Agreement. If any such alteration causes an increase or decrease in the cost of, or the time required for the performance under this Agreement, an equitable adjustment shall be made in the Agreement price or delivery schedule, or both, and the Agreement shall be modified by written amendment accordingly. 2 Revision 1/06/2021 AGREEMENT # ITARC-00930 8. Notices All correspondence and notices required or contemplated by this Agreement shall be delivered to the respective patties at the addresses set forth below and are deemed submitted two days after their deposit in the United States mail, postage prepaid: COUNTY Riverside County Information Technology Attn: Procurement Contract Specialist 3450 141" Street Riverside, CA 92501 Insurance LSP Insight Public Sector, Inc. Attn: Brittany Dunaway 2701 E. Insight Way Chandler, AZ 85286 SLEDContracts@insight.com Without limiting or diminishing the LSP'S obligation to indemnify or hold the COUNTY harmless, LSP shall procure and maintain or cause to be maintained, at its sole cost and expense, the following insurance coverage's during the term of this Agreement. As respects to the insurance section only, the COUNTY herein refers to the County of Riverside, its Agencies, Districts, Special Districts, and Departments, their respective directors, officers, Board of Supervisors, employees, elected or appointed officials, agents, or representatives as Additional Insureds. A. Workers' Compensation: If the LSP has employees as defined by the State of California, the LSP shall maintain statutory Workers' Compensation Insurance (Coverage A) as prescribed by the laws of the State of California. Policy shall include Employers' Liability (Coverage B) including Occupational Disease with limits not less than $1,000,000 per person per accident. The policy shall be endorsed to waive subrogation in favor of The County of Riverside. Policy shall name the COUNTY as Additional Insureds. B. Commercial General Liability: Commercial General Liability insurance coverage, including but not limited to, premises liability, unmodified contractual liability, products and completed operations liability, personal and advertising injury, and cross liability coverage, covering claims which may arise from or out of LSP'S performance of its obligations hereunder. Policy shall name the COUNTY as Additional Insured. Policy's limit of.liability shall not be less than $2,000,000 per occurrence combined single limit. If such insurance contains a general aggregate limit, it shall apply separately to this agreement or be no less than two (2) times the occurrence limit. Policy shall name the COUNTY as Additional Insureds. C. Insurance Requirements for IT Contractor Services: LSP shall procure and maintain for the duration of the contract insurance against claims for injuries to person or damages to property which may arise from or in connection with the performance of Revision 1/06/2021 AGREEMENT # ITARC-00930 the work hereunder by the LSP, its agents, representatives, or employees. LSP shall procure and maintain for the duration of the contract insurance claims arising out of their services and including, but not limited to loss, damage, theft or other misuse of data, infringement of intellectual property, invasion of privacy and breach of data. Cyber Liability Insurance, with limits not less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by LSP in this agreement and shall include, but not limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations. If the LSP maintains broader coverage and/or higher limits than the minimums shown above, the County requires and shall be entitled to the broader coverage and/or higher limits maintained by the LSP. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the County. Policy shall name the COUNTY as Additional Insureds. D. General Insurance Provisions — All lines: 1) Any insurance carrier providing insurance coverage hereunder shall be admitted to the State of California and have an A M BEST rating of not less than A: VIII (A:8) unless such requirements are waived, in writing, by the County Risk Manager. If the County's Risk Manager waives a requirement for a particular insurer such waiver is only valid for that specific insurer and only for one policy term. 2) The LSP must declare its insurance self -insured retention for each coverage required herein. If any such self -insured retention exceeds $500,000 per occurrence each such retention shall have the prior written consent of the County Risk Manager before the commencement of operations under this Agreement. Upon notification of self -insured retention unacceptable to the COUNTY, and at the election of the Country's Risk Manager, LSP'S carriers shall either; 1) reduce or eliminate such self -insured retention as respects this Agreement with the COUNTY, or 2) procure a bond which guarantees payment of losses and related investigations, claims administration, and defense costs and expenses. 3) LSP shall cause LSP'S insurance carrier(s) to furnish the County of Riverside with either 1) a properly executed original Certificate(s) of Insurance and certified original copies of Endorsements effecting coverage as required herein, and 2) if requested to do so orally or in writing by the County Risk Manager, provide original Certified copies of policies including all Endorsements and all attachments thereto, showing such insurance is in full force and effect. Further, said Certificate(s) and policies of insurance shall contain the 4 Revision 1/06/2021 AGREEMENT # ITARC-00930 covenant of the insurance carrier(s) that a minimum of thirty (30) days written notice shall be given to the County of Riverside prior to any material modification, cancellation, expiration or reduction in coverage of such insurance. If LSP insurance carrier(s) policies does not meet the minimum notice requirement found herein, LSP shall cause LSP's insurance carrier(s) to furnish a 30 day Notice of Cancellation Endorsement. 4) In the event of a material modification, cancellation, expiration, or reduction in coverage, this Agreement shall terminate forthwith, unless the County of Riverside receives, prior to such effective date, another properly executed original Certificate of Insurance and original copies of endorsements or certified original policies, including all endorsements and attachments thereto evidencing coverage's set forth herein and the insurance required herein is in full force and effect. LSP shall not commence operations until the COUNTY has been furnished original Certificate (s) of Insurance and certified original copies of endorsements and if requested, certified original policies of insurance including all endorsements and any and all other attachments as required in this Section. An individual authorized by the insurance carrier to do so on its behalf shall sign the original endorsements for each policy and the Certificate of Insurance. 5) It is understood and agreed to by the parties hereto that the LSD's insurance shall be construed as primary insurance, and the COUNTY'S insurance and/or deductibles and/or self -insured retention's or self -insured programs shall not be construed as contributory. 6) If, during the term of this Agreement or any extension thereof, there is a material change in the scope of services; or, there is a material change in the equipment to be used in the performance of the scope of work; or, the term of this Agreement, including any extensions thereof, exceeds five (5) years; the COUNTY reserves the right to adjust the types of insurance and the monetary limits of liability required under this Agreement, if in the County Risk Management's reasonable judgment, the amount or type of insurance carried by the LSP has become inadequate. 7) LSP shall pass down the insurance obligations contained herein to all tiers of subcontractors working tinder this Agreement. 8) The insurance requirements contained in this Agreement may be met with a program(s) of self-insurance acceptable to the COUNTY. 9) LSP agrees to notify COUNTY of any claim by a third party or any incident or event that may give rise to a claim arising from the performance of this Agreement. 9. General: 9.1 This Agreement, including any attachments or exhibits, constitutes the entire agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous representations, proposals, discussions and communications, whether oral or in writing. This Agreement may be changed or modified only by a written amendment signed by authorized representatives of both parties. 5 Revision 1/0W2021 AGREEMENT # 1TARC-00930 9.2 This Agreement shall be governed by the laws of the State of California. Any legal action related to the performance or interpretation of this Agreement shall be filed only in the Superior Court of the State of California located in Riverside, California, and the parties waive any provision of law providing for a change of venue to another location. In the event any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way. 9.3 The following documents are attached to and incorporated into this Agreement: Exhibit A: Scope and pricing. Exhibit B: LSP Reporting of Active Enrollments. Exhibit C: Microsoft LSP Participation Form. Exhibit D: Microsoft EA Benefits for Government Agencies. Exhibit E: Microsoft Enterprise Agreements and Amendments. E1) Microsoft Enterprise Agreement No. 8084445. E2) Microsoft Select Plus Agreement No. 7756479. E3) Amendments No. 1- EA Custom Terms CTM (Document No. CTM-CPT-OPT-FWK) E4) Amendments No. 2- EA Custom Terms (Document No. CTM-FWK-CTC-AGR). 9.4 In the event of any conflict or inconsistency between the terms and conditions of this Agreement and any terms or conditions set forth in any of the attachments, purchase order(s), or other document relating to the transactions contemplated by this Agreement, the terms and conditions set forth in this Agreement shall prevail. 9.5 This Agreement may be executed in any number of counterparts, each of which will be an original, but all of which together will constitute one instrument. Each party of this Agreement agrees to the use of electronic signatures, such as digital signatures that meet the requirements of the California Uniform Electronic Transactions Act (("CUETA") Cal. Civ. Code §§ 1633.1 to 1633,17), for executing this Agreement. The parties further agree that the electronic signatures of the parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. Electronic signature means an electronic sound, symbol, or process attached to or logically associated with an electronic record and executed or adopted by a person with the intent to sign the electronic record pursuant to the CUETA as amended from time to time. The CUETA authorizes use of an electronic signature for transactions and contracts among parties in California, including a government agency. Digital signature means an electronic identifier, created by computer, intended by the party using it to have the same force and effect as the use of a manual signature, and shall be reasonably relied upon by the parties. For purposes of this section, a digital signature is a type of "electronic signature" as defined in subdivision (i) of Section 1633.2 of the Civil Code. 9.6 If the signatory or entity is a corporation, the signatures of two corporate officers (the 6 Revision 1/06J2021 AGREEMENT # ITARC-00930 president, vice president, secretary, assistant secretary, Chief Financial Officer (i.e. treasurer), or assistant treasurer) are required on the agreements. The signatures must be in the following combination: president or vice president and secretary, treasurer or CFO. For example, the signatures of a president and a vice president would be insufficient. If signed by a single single corporate officer, a corporate resolution, authorizing the one officer _to bind the corporation, signed by the Board of Directors of the corporation, is required. The corporate resolution must authorize the signatory to sign agreements on behalf of the corporation. If the entity is a limited liability company (LLC), the signatory is authorized signer as set forth in LLCs operating agreement. IN WITNESS WHEREOF, the Parties hereto have caused their duly authorized representatives to execute this Agreement. COUNTY OF RIVERSIDE, a political subdivision of the State of California . By: Chuck Washington Chair of the Board of Supervisors ATTEST: Kimberly Rector Clerk of the Board I: APPROVED A'S TO FORM: Minh C. Tran Count- Counsel By: Paula cido Deputy unty Counsel Dated: 9 e z Li Revision 1/06/2021 INSIGHT PUBLIC SECTOR, INC., an Illinois corporation authorized to conduct business in the State of California. t20tt -ftiedialiolle By: Scott Friedlander (Jul 8, 2024 16:21 EDT) Name: Scott Friedlander Title: President Dated: J U 18, 2024 SEP 10 2024 9.�a DocuSign Envelope ID: 8F247AE4-28AF-481B-8F5A-FC77A475EFCD INSIGHT PUBLIC SECTOR, INC. an Illinois corporation Consent in Lieu of Special Meeting of the Board of Directors Pursuant to Section 8.45 of the Illinois Business Corporation Act of 1983 The undersigned, being all of the directors of INSIGHT PUBLIC SECTOR, INC., an Illinois corporation (the "Corporation"), acting pursuant to Section 8.45 of the Illinois Business Corporation Act of 1993, do hereby consent to the adoption of, and do hereby adopt, the following resolutions, effective as of January 1, 2023, and declare them to be in full force and effect as if adopted at a regular scheduled meeting of the Board of Directors of the Corporation: RESOLVED that the following persons are hereby elected to the following offices of the Corporation with such powers and duties as provided in the Articles of Incorporation and Bylaws of the Corporation, until the next annual meeting of the Board of Directors or until his or her successor(s) are duly qualified and elected: President Scott Friedlander Virginia Adams Treasurer Sharon Ennis Secretary Lisanne Steinheiser Global Compliance Officer RESOLVED that all business transacted by the Corporation, and all acts of the directors and officers of the Corporation with regard to the transaction of such business by the Corporation since the organization of the Corporation, are hereby ratified, approved, and confirmed. This consent shall have the same force and effect as the unanimous vote of all the directors of the Corporation at a meeting duly called, convened, and held in accordance with the Articles of Incorporation and Bylaws of the Corporation. In witness whereof, the undersigned have executed this written consent effective as of January 1, 2023. DIRE TQ0C Ignedby: Scott Frie an er � �DecuSigned by; w ec l,, id Sharon rnnisos3aisacz AGREEMENT # ITARC-00930 Exhibit A ,Scoge and gricine LSP's Scope and responsibilities 1. The Licensed Support Provider (LSP) will resell all available Microsoft Licensed Support Provider (LSP) for Microsoft Master Microsoft Enterprise Agreement No. 8084445; Software Licensing, Software Support, Cloud Services such as Azure, Industry Solutions Delivery (ISD) formerly Microsoft Consulting Services (MCS), Microsoft Unified Support and Microsoft incident response. Microsoft Select Plus Agreement No. 7756479. 2. The agreement with LSP as a LSP of the Microsoft Products and Services under Microsoft EA No. 8084445 is available for use by the County of Riverside and governmental agencies within the State of California. The LSP will serve as the liaison between the political entity for enrollments under the Microsoft EA. 3. The LSP agrees to extend the same pricing, terms, and conditions to every political entity, special district, in the State of California. It is understood that other entities shall make purchases in their own name, make direct payment, and be liable directly to the LSP of their choosing; and County shall in no way be responsible to any LSP for other entities' purchases. 4. The LSP may remain the LSP for the Three 3-year duration of the Enrolled Affiliate's Enterprise Agreement Enrollment. All True -Ups during the 3-year enrollment (orders for new products, etc.) by Enrolled Affiliates are required to be submitted only through the Affiliate's selected LSP. Multiple LSP's cannot service a single Enterprise Agreement Enrollment. Enrolled Affiliate may at any time choose to transfer their current enrollment fi•om one LSP to another LSP pursuant to the transfer terms set by Microsoft. 5. The Enrolled Affiliate shall work with the LSP to determine the annual payment, true -up commitment schedule defined in their enrollment. 6. Each Affiliate will communicate to the LSP the compensation terms applicable to their agreement. 7. The LSP will provide reports showing year to date annual spend according to Enrolled Affiliate's specifications. Frequency will be determined by each Enrolled Affiliate (ie: monthly, quarterly, etc.). 8. The LSP will provide reports of licenses purchased and added on to enrollment according to Enrolled Affiliate's specifications. (Intended for an enrollment that has licenses for multiple agencies within a governmental body - ie county, city, etc.) Frequency will be determined by each Enrolled Affiliate (ie: monthly, quarterly, etc.). 9. The LSP will provide, at the Enrolled Affiliate's request, a licensing portal that allows the tracking of licenses beyond the capabilities of the Microsoft VLSC. This portal will show, but not be limited to, all licenses on the current enrollment, quantities of said licenses, track licenses at department/agency levels, transfer licenses to and from each department/agency, and have reporting functionalities. Revision 1/06/2021 AGREEMENT # ITARC-00930 10. The LSP will provide training to the Enrolled Affiliate's Microsoft administrators on Microsoft portals such as the VLSC, Office 365, Azure, etc. within 30 days of receiving a purchase order for such products that introduce a new portal. LSP should outline what aspects of training they feel would be beneficial in their proposal. 11. The LSP will provide documentation to the Enrolled Affiliate within 90 days of when Microsoft has made a change to a license and advise of any grandfather or conversion rights within that same timeframe. 12. The LSP will provide a short synopsis of why an amendment is needed and the ramification of each amendment to an enrollment at the time of such amendment. 13. The LSP will provide an updated price list on an annual basis or when Microsoft changes price point, whichever is sooner, in an Excel spreadsheet to the Enrolled Affiliate. This price list must capture, at minimum, the following categories for each product: SKU, product description, MSRP, NET (Level D), LSP's uplift and contracted unit price. 14. The LSP shall provide a list of enrollments. The list of enrollments is due 30 days after the contract signature and on January 15th of each calendar year during the agreement period. This list will include the agency name, contact person, email and phone number and annual spend. The intent of this is to track how many agencies within the State of California piggyback off of the Master Agreement. 15. For any new enrollments entered into starting November 1, 2024, the LSP will be charged 1.00% of the annual enrollment sales amount to leverage the Riverside County Master Microsoft Agreement No.8084445, and Select Plus Agreement No.7756479, which includes Software Licensing, Software Support, Cloud Services such as Azure, Industry Solutions Delivery (ISD), Microsoft Consulting Services (MCS), Microsoft Unified Support and Microsoft incident response. Existing enrollments entered into prior to October 31, 2024 will be charged a 0.5% administrative fee. This administrative fee will be an annual fee, per enrollment inclusive of Affiliates Shadow Enrollments. 16. The Servicing LSP shall provide Microsoft Enterprise Support Services from Microsoft to assist customers leveraging this contract vehicle in operation of the technology acquired and assist Riverside Master Participants in maximizing the benefits of this investment. 17. The Servicing LSP shall provide the ability to for the acquisition of Microsoft services as the demand for individual product services or capabilities expand. The servicing LSP shall provide services to include Microsoft Unified, Industry Solutions Delivery (ISD), and Microsoft incident response. The Servicing LSP will have a valid Microsoft Master Services Agreement on file with Microsoft in order to resell Microsoft Unified Support, and Industry Solutions Delivery (ISD). Additionally, the contractor shall provide Microsoft dedicated Technical Support representatives and subject matter experts provided via the Microsoft enterprise agreement to support and assist Riverside County master participants in analyzing, architecting, implementing, managing, and operating solutions based on the licenses previously acquired or to be purchased in accordance with the terms of the Microsoft enterprise licensing program. 0 Revision 1/06/2021 AGREEMENT # ITARC-00930 18. LSP will be responsible for submitting a completed "Reporting of Active Enrollments" by January 15th of each year for the prior calendar year. 19. The County of Riverside Information Technology (RCIT) will invoice the Awarded LSP annually based on the enrollments verified from LSP Reporting of Active Enrollments. 20. Payment is due to Riverside County Information Technology thirty (30) days from invoice date. 21. The administrative fee shall not be included as an adjustment to LSP's Master Agreement pricing. 22. The administrative fee shall not be invoiced or charged to the Enrolled Affiliate. 23. Administrative fee checks shall be submitted to: Riverside County Information Technology Attn: Accounts Receivable 3450 14th Street, 4th Floor Riverside, CA 92501 10 Revision 1/06/22021 AGREEMENT # 1TARC-00930 Pricing: 1. Microsoft Enterprise License Subscription and services Item Description Price Level Markup % Enterprise Online Services" (including Full USLs, From SA USLs, Add-ons and Step Ups) M365 E3 and E5, Enterprise Level D 1.75 Mobility + Security E3 and E5, Office 365 Enterprise El or E3, Windows 10 Enterprise E3 or E5. Enterprise Products (Office 365 Pro Plus, Windows 10 Level D 1.75 Enterprise, Core CAL Suite, Enterprise CAL Suite). Additional Products (M365 Fl, M365 E5 Compliance, M365 E5 Security, Office 365 Enterprise F1, Project Online, Visio Level D 1.75 Online Plan 1 or Plan 2, Dynamics 365, Azure, SQL Server, Windows Server, etc). Server and Tools Product (applies to Server and Cloud Enrollments only) SharePoint Server, SQL Server, BizTalk Level D 1.75 Server, Visual Studio, Core Infrastructure Suites, etc. All products for Select Plus Agreement No.7756479. 2.00 Microsoft Unified Support Services 2.50 Microsoft Consulting Services 2.50 Microsoft Incident Response 2.50 2. License Support Provider (LSP) Solution Area Specific Capability: Solution Area Specific Capability Number Customer Size Reference? Number of successful customer production 500+ All sizes including public Yes mail deployments/migrations? sector agencies Number of successful customer production 500+ All sizes including public Yes SharePoint deployments/migrations? sector agencies Number of successful customer production 100+ All sizes including public Yes Teams deployments/migrations? sector a encies Number of successful customer production 100+ All sizes including public Yes Teams Voice deployments/PBX migrations? sector agencies Number of people with specialized expertise 1000+ All sizes including public Yes on technologies listed above g sector agencies 11 Revision 1/06/2021 AGREEMENT # ITARC-00930 3, License Support Provider (LSP) service rates: Data and Artificial Intelligent Certified Competency (Yes/No) Hourly Rate (On Premise Build Intelligent Apps Yes $150-$275 Build Intelligent Agents Yes $150-$275 Machine Leamin Yes $150-$275 Internet of Thins Yes $150-$275 Globally distributed data Yes $150-$275 OSS Databases Yes $150-$275 Cloud Scale Anal tics Yes $150-$275 Data Platform Modernization to Azure Yes $150-$275 Windows Server on Azure Yes $150-$275 Security & Management Yes $150-$275 DatacenterMigration Yes $150-$275 Modern Business Intelligence Yes $150-$275 Yes $150-$275 -Copilot Biz Apps Customer Service Yes $150-$275 Field Service Yes $150-$275 No NA -Marketing Talent No NA Finance and Operations Yes $150-$275 Business Central Yes $150-$275 Power A s Yes $150-$275 Power BI Yes $150-$275 and Infrastructure -Apps Azure Stack Yes $150-$275 High Performance Compute No NA Cloud Native Apps using Serverless Yes $150-$275 Modernize Apps Yes $150-$275 SAP on Azure No NA Linux on Azure Yes $150-$275 Dev O s Yes $150-$275 Business Continuity & Disaster Recovery Yes $150-$275 Windows Server on Azure Yes $150-$275 Security & Management Yes $150-$275 Datacenter Migration Yes $150-$275 Modern Workplace User Adoption & Change Management Yes $150-$275 Security Yes $150-$275 GDPR & Compliance Yes $150-$275 Teamwork Yes $150-$275 Calling & Meetings Yes $150-$275 Modern Desktop Yes $150-$275 Office 365 Migration Assistance Yes $150-$275 Mail Yes $150-$275 Teams Yes $150-$275 SharePoint Yes $150-$275 OneDrive Yes $150-$275 12 Revision 1/06/2021 AGREEMENT 4 ITARC-00930 Exhibit B LSP REPORTING OF ACTIVE ENROLLMENTS MICROSOFT ENTERPRISE AGREEMENT No. 8084445 LSP Name Company name RIVCO Contract ID TBD Master Enrollment Enrollment Number: Enrollment Entity: Start Date: End Date: Annual Sales Reporting Term' Calendar Year Enrollment Contact: Enrollment Contact Email: Enrollment Contact Tel: County of Riverside XX/XX/ XXXX XX/XX /XXXX John Doe 13 Revision 1/06/2021 AGREEMENT # ITARC-00930 Exhibit C MICROSOFT LSP PARTICIPATION FORM JIM $Milli Chief Information Officer MARTIN PEREZ, ACK, Enterprise Applicafons Bureau DARRYL POLK177) Chief Tech notogy officer CIT GU57AV0 VA2gUE2, ACID TRACY TILLMAN Converged Cornmunleafuns Bureau Deputy Dlrecror Admin - IT ANTHONY C14DGYOJI KARAN CHAHDRAN, ACID Chief Information Security Otlkcer Technology Services E ureau Microsoft LSP Participation Fonn WQ # ITARC-00532 Attacbment 2) Complete this form and return to: Payment should be made to: Riverside County Information Technology Attention. Linda Fakhouri 3450 14th Street, Fourth Floor E-mail: Ifakhou691tivco.ora Riverside, CA 92501 County of Riverside TIN #L: 95-60DD93D Company Name: Inai ht Public Sector. Inc. Name: Scott Friedlander Title: SVP Public Sector Address: 2701 E. rnsicifit Way City: Chandler Zip Code:65286 Telephone #: 3D I-233-2392 Fax #: Emae: Scoti-Friedlanderr&nsiaht-com The County of Riverside is the host of the Microsoft Master Agreement No. SD04445. AP guestione regarding the products and licensing should be directed to Microsoft. By signing below, I am agreeing to pay the participation fees for each enrollment that is establ=gfied by leveraging the County of Riverside Master Agreement in accordance to the schedule referenced on RFQ # ITARC-00532 and any oubsecrient contract-- and If or amendmento. By signing below, I also agree that all enrollments will be submitted to Microsoft direct; to report enrollment activity and cbrnpiy to the payment schedule per RFC2 # ITARC-00532 to Riverside County Information Technology_ Please reference the remittance tnformation above for where to send the payment_ Failure to comply may result in the award being rescinded. Signature Scott Friedlander Printed Name Signalure: 5tr?ff xsstdGt+u�ir Email: scotl.friedland erLbinsightcom 5/2/2024 Date ItI&S"'1v19 14 Revision 1/0612021 AGREEMENT # ITARC-00930 Exhibit D Microsoft EA Benefits for Government Agencies E1 Reduced Paperwork Reduced number of separate documents to review — by consolidating amendments into a single document. Many of the amendments previously required are now built into the enrollment document. Customers utilizing the County of Riverside EA Master Agreement may choose either an Enterprise Enrollment or a Server and Cloud Enrollment (or both) depending on their needs. E2 Standard Pricing Across all platforms Microsoft will provide LSP's (authorized EA LSPs on this contract) with Government Level-D, pricing off of published "LSP cost" all platforms. Azure discount is a factor of the consumption rate. This will make it easy when calculating New, Additional product, and True -up purchases at the beginning or during your Enterprise Agreement Term. It also reduces possible confusion among partners. E3 No charge Onboarding Services Microsoft assisted onboarding is now a benefit of Office 365, Microsoft Intune, Azure AD Premium and Azure RMS. Eligible customers will receive guidance from a dedicated group of onboarding experts known as the Microsoft FastTrack Center (FTC) to onboard to these services. The FTC uses an onboarding approach known as FastTrack to help you, your IT Team, and or Partner, confidently onboard new users and capabilities. Programs are subject to change and/or evolve. E4 No Charge Security Incident Assistance Microsoft will engage special security teams in the event of an exploit if your organization leverages Microsoft security technologies as part of your enterprise agreement commitment. These teams will help you identify and stop the malicious attack and triage the incident. See your Microsoft Sales Executive for more details. ES Raise and lower commitment for hosted services during the Enterprise Agreement Period You can raise your commitment for hosted services like 0365, CRM, Azure during the current EA year and only commit to the remaining months in that year. Example: your anniversary for your Year-2 term is in November and your adding 100 Office 365 users in May. You will only be obligated to pay for the 6 months leading to your anniversary. Additionally, you can now true -down hosted services at your anniversary to the original commitment level as well. E6 Additional Software Assurance benefits With New Version Rights, you can upgrade each Microsoft product license that is covered by active Software Assurance to the most recent version for no additional cost. When a new version of Microsoft Office is released during the term of your agreement, your licenses are automatically upgraded to the new version. • Office Roaming Use Rights: Help expand end -user productivity and extend the value of your virtual desktop environment with Office Roaming Use Rights, which lets users with Software 15 Revision 1/06/2021 AGREEMENT # ITARC-00930 Assurance on Office, Project, or Visio remotely access their software on their virtual desktops from third -party devices. Spread Payments: Spread the costs of your License and Software Assurance purchase across three equal, annual sums versus one up -front payment to help reduce initial costs and aid in forecasting annual software budget requirements up to three years in advance. When you use the Spread Payments benefit, no interest or additional fees are incurred. You may also consider Microsoft Payment Solutions to help finance your technology needs, including software, services, partner products, and hardware. Although Microsoft Payment Solutions is not part of Software Assurance, you can choose it separate from, or in addition to, the Spread Payments benefit to create a customized payment structure. Step -Up Licensing: Volume Licensing customers with Software Assurance can migrate from a lower edition to a higher edition software product while maintaining their Software Assurance coverage on a given product. The Step-up License makes it easier for you to move from a lower level edition to a higher -level edition without incurring the full cost of licensing two separate editions of the software. More information about the Software Assurance by products as listed above can be found at: https://www.microsoft.com/en-us/Licensing/licensing-proprams/software-assurance-bv- product.aspx?83ffdda4-a263-4123-9752-1122538cOa96=Tru_e 16 Revision 1/06/2021 AGREEMENT # ITARC-00930 Exhibit E Microsoft Enterprise Agreements and Amendments El) Microsoft Enterprise Agreement No. 8084445. E2) Microsoft Select Plus Agreement No. 7756479. l:3) Amendments No. I- EA Custom Terms CTM (Document No. CTM-CPT-OPT-FWK) E4) Amendments No. 2- EA Custom Terms (Document No. CTM-FWK-CTC-AGR). Revision 1/06/2021 17 2.Insight Public Sector Inc.- LSP Agreement no. ITARC-930-FINAL Final Audit Report 2024-07-08 Created: 2024-07-08 By: Penny Musser (Penny.Musser@insight.com) Status: Signed Transaction ID: CBJCHBCAABAAHeMbvMzZrepnbpxmYGjzjidgJ_gwM8ZQ "Zinsight Public Sector Inc.- LSP Agreement no. ITARC-930-Fl NALrr History Document created by Penny Musser (Penny.Musser@!nsight.com) 2024-07-08 - 4:36:50 PM GMT- IP address: 20.94.5.128 Document emailed to scott.friedlander@insight.com for signature 2024-07-08 - 4:38:04 PM GMT Email viewed by scott.friedlander@insight.com 2024-07-08 - 8:20:35 PM GMT- IP address: 108.51.31.121 0, Signer scott.friedlander@insight.com entered name at signing as Scott Friedlander 2024-07-08 - 8:21:07 PM GMT- IP address: 108.51.31.121 Document e-signed by Scott Friedlander (scott.friedlander@insight.com) Signature Date: 2024-07-08 - 8:21:09 PM GMT - Time Source: server- IP address: 108.51.31 A 21 Agreement completed. 2024-07-08 - 8:21:09 PM GMT Q Adobe Acrobat Sign Lu LU - L z r4 o� s 0 cc z 0 U. 10 M r t: t-O SCE i"t Program Signature Form r,tBP IALISAn;imhar Aryrrameitl nirmher FOY441 S VnIun-tcc l__icc-,nsing 004-kayleed-5-04 Note; Enter the applicable active nuinbe.rs nssociated with the documents below, Microsofl regijiies the associated active number be indicated here, or iisled below as new. For the purposes of this form, 'Customer" can mean the signing entity, Enrolled Affiliate, Government Partner, Insliti0ion, or other party entming into a volumr, Itconsing program agreement. This signalure form and all contract documents identified in the table below are entered into between the Customer and the Micro -,oil Affiliate signing, as of the effective date identified below, 4 Entepise Agreement rr X20-10209 <Chonse Agreement, Dacumenl Number or rode <Chooso A rcemenl- Document Number or Code <Choose Nreenlenl? _ Choose Agreemem>r_ <Choose Enrollri ent/fie istialiun> Document Number or Code Document Number or Code Docurnent Nwrluer or`Code' <Choose FnrnllrnenllRe islralion> I Document Number or Code <Choose EnrollmentlRe istration> I Document Number or Code <Choose EnrollmenURe istrationl Document Number or Code Choose EnrollmenURenistration> Amendment to Cotra nct Docuroe—AS Document Number or Code CTI4t-CPT-OPT-FilVK (ne.v} _ t3y signing below, Customer and the I-Acrosoft Affiliate agree that both parties (t) have received, read and understand the above contract documents, including any websites or documents, incorporated by reference and any amendnnents and (2) agree to be bounct by the terms of all such documonts. �.• �. „ :, Mom:'. . rt-.i�.{i,4 ,..�� •. ...i ;�` :rw .;;3 3: ,.►,y'cCFi:. �' f•? i','1p, _-7'i1�1��i1Ip x .i ]'t :. . Name of Entity jrn t h =[I ily n. me)' Coumy or Riverside Sic�naturo° ,, Printed First and Last Name" Printed Title J� r �/aC(�!"•21Vt t� tt� C�f1il"1�C,7 �? �r c� r Signature Date' Tax ID h4icates required field I PluyramS�ynF'GIin;IvlS:iitji;}fpIA,LEI/;rr:lExdliA,MLltkrlC3�ifttlg271•Ij !'a�;C� I tli'� I i i u":.f-nK'3- �'"�s'7..�.r�-+;':••�•.,••'��::,;••.►^7rsC7xu7:�S..ifiliZ::.�: --- ,slrlC�-�.� I .t�3Jrt�,TAG'A. � - ' ,Jr7 Tt�'y^o:.:►i�BsrTsi?rz�J�i.°ta d� Microsoft valt,irne Licen-sing Amendment to Contract Uacuments AgrecnrCni tJulnCn:r YO 004-kayleecl•5-04 This, nmendinent ("Amendment") is entered into between the padles identified on the attached program signattn•e form. It amends the Enrollment or Agreement identified abuve• All lerms tlssCl but nol (Infined In this Amendment will have the same meanings provided in that Enrollment or Agreement. Enterprise Agreement Custom Terms CTM 1. Section (;), "Term", is hereby amended and restated as follows: a. Term. The term of this Agreement will remain In effect unless terminated by eilher, party as descf ihed below. Each Enrullinent will have the Iorm providrd in chat Enrollment. 2. The pricing that Microsoft will offer Enrolled Affiliate.'s Ri sellef for Enrollments Ffferfive between November 1, 2019 Through October 31, 2021, and that will apply for the entire initial term of such Enlollrnenls, is as follows_ Product �~ fsrice�~ examples Include but aro not limited to Level tine following": Enterprise Online Services" Level D N1365 E3 and E5, Enterprise Mobility � (Including Dull USLs. From SA minus 2% Security E3 and E5, Office 365 Enterprise USLs, Add•ons and Step Ups) E1 or E3, Windows 10 Enterfrrise E3 or E5 Enterprise Products Level D Office 365 Pro Plus, Windows 10 Enterprise, Core CAL Suite, Enterprise CAL Suite Additional Products Level D M365 F•I, M355 E5 Compliance, M365 E5 Security, Office 365 Fnlorprise F1, Project Online, Visio Online Plan •1 or Plan 2, Dynamics 365, Azure, SQL Server, Windows Server, etc, Server and Tools Product Level D SharePoini Server, SO L Servef, SizTalk (applies to Server and Claud Server, ViSunl Studto, Coro InBastroclure 17:;nrollnients only) Suites, etc. I Ire erunlpfes includu rNllr;irf sefvices that are availablehi eiflwr the ccnlnlercial of govemmenlcloud rffelino.!�. " 0iiaVyinp Fcnir.rlvise (Win.- SP.rvir.HR 11(.. Jicultif ed Ill Ihr, PrpCllri Terms Wltfl IhF cell vafua of '170' in the (pl)lgs rpr 'howl nl Ava•lublRy'. The a1.x)N u! fldclprise U!diele :cervices is subject to eha!ge as E llwrfrse praline ;irrvlce- are accred, uad rtcdrrevseJ ar:rclnoved lialn lUd CulEgxisc lxsgram crfcrin?t F%rlll%i0115 apply to thu additional 21/n disrount no F.ntorprise Onlino Services as follows: ,f45Iru!wfirlclrlApp v,l 0 C:1 rv6CP1'-f)I'T-F:^i iC BD I�arlr. f of i Microsoft 1-1cens'llig Enterprise Agreement State and Local Not for Use with t-Airrosoll nusfitrtss Agipenie it or MicA soli Miskioss .uxi f9ruvict±w Aurer'.rtirerd i This Microsoft Enterprise Agreement ("Agrdement") is entered Into between the entities identified on the signature form. Effective date. The effective date of this Agreement is the earliest effective date of any Enrollment entered into under this Agreement or the date Microsoft accepts this Agreement, whichever is earlier. This Agreement consists of (1) these Agreement terms and conditions, including any arnendirenls and the signature form and all attachments identified therein, (2) the Product Terms applicable to Products licensed under this Agreement, (3) the Online Services Terms, (4) any Affiliate Enrollment entered into tinder this Agreement, and (5) any order submitted under this Agreement. Please note., Documents referenced in this Agreement but not attached to the signature form may be found at hit pr.flwww.rnicrosofi.co_rnldicensinnlconlracts and are incorporated in this Agreement by reference, including the Product Tends 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 such documents carefully, both at the time of signing and periodically thereafter, and fully understand all leioms and conditions applicable to Products licensed. Terms and Conditions 1. Definitions. "Affiliate" ineans with regard to CllStofllef, (1) any government agency, dei partment, office, instrumentality, division, unit or other entity of the state or local government that is supervised by or is part or Customer, or which supervises Customeror of which Customer is a part, or which is under common supervision with Customer; (ii) any county, borough, commonwealth, city, municipality, town, township, special purpose . district, or other similar type of governmental instrumentality, established by the laws of Customer's state and located within Customers state jurisdiction and geographic boundaries; and (iit) any other entity in Customer's state expressly authorized by the laws of Customer's state to purchase under slate contracts; provided that a slate and its Affiliates shall not, for purposos of this definition, be considered to be Affiliates of the federal government and its Affiliates; and b. with regard to Microsofl, any legal entity that Microsoft owns, that owns Microsoft, or that is under common ownership with Microsoft. "Customer` means the legal entity that has entered into this Agreement with Microsoft. "Customer Data" means all data, including all text, sound, software, image, or video files that are provided to Microsoft by, or on behalf of. an Enrolled' Affiliate and its Affiliates through use of Online Services. "day" means a calendar day, except for references that specify "business day". "Enrolled Affiliate" means an entity, either Customer or any one of Customer's Affiliates that has entered Into an Enrollment under this Agreement. f:A20WAtp(11S)SK'1(EM(i)(f'luv20IG) Pride I of II I)oarnrenl X2ll-102nit c. Licenses. The types of Licenses available are (1) Licenses oblalied tuider Software Assurance (L&SA), and (2) Sub'scription Licenses. These License types, as well as additional License Types, are further described in the Product List. 3, Licenses for Products. i a. License Grant, Microsoft grants the Enterprise a non-exclusive, worldwide and limited right to download, install and use software Products, and to access and use the Online Services, each in the quantity ordered cinder an Enrollment. The rights granted are subject to tiie terms of this Agreement, the Use Rights innd the Product Terms. Microsoft reserves all rights not expressly granled in this Agreement- b. Duration of Licenses. Subscription Licenses and most Software Assurance rights are temporary and expire when the applicable Enrollment is terminated or expires; unless the Enrolled Afflliate exercises a buy-out option, which is available fur sorile Subscription Licenses. Except as otherwise rioted in the applicable Enrollment or Use Rights, all other Ucerise5 become perpetual only when all payments for that License have been made and the initial Enrollment term has expired. Applicable Use Rights. (I) Products (other than Online Services). The Use Rights in effect on the effective date of the applicable Enrollment terns will apply to Enterprise's use of the verslon of each Product that is current at the time. For future versions and new Products. the Use Rights in effect when those versions and Products are first released will apply. Changes Microsoft makes to the Use Flights For a particular version will not apply unless the Enrolled Affiliate chooses to have those changes apply. The Vse Bights applicable to perpetual Licenses that were acquired under o previous agreement or Enrollment are determined by the Agreement or Enrollment under which they were acquired. Renewal of Software Assurance does riot change which Use Rights apply to those Licenses. ill) Online Services. for Online Services, the Use Rights in effect on the subscription start date will apply for the subscription term as defined in the Product Terms. Downcdratie rig tits. Enrolled Affiliate may use all earlier version of a Product other than Online Services than the version that is current on the effective (late of the Enrollment. For Licenses acquired in the current Enrollment tend, the Use Rights for the current version apply to the use of Ilia earlier version. If the eaiiier Product version includes features that are not in tire new version, then file Use Rights applicable to the earlier version apply with respect to those features. e. New Version Rights under Software assurance. Enrolled Affiliate must order and maintain continuous Software AssuranceIcoverage for each License ordered. With Software Assurance coverage, Enterprise automatically has the right to tire a new version of a licensed Product as soon as it is released, even if Enrolled Affiliate chooses riot to use the new version immediately. (1) Except as otherwise permitted under an Enrollment, use of the new verslon will be subject to the new version's Use Rights. (ii) If the License for the earlier, version of the Product is perpetual at the lime the new version is released, the License for the new version will also be perpetual. Perpetual Licenses obtained through Soflware Assurance replace any perpetual Licenses for the earlier version. f. License confirmation, This Agreement. the applicable Enrollment, Enrolled Affiliate's order confirmation, and any documentation evidencing transfers of perpetual Licenses, together with proof of payment, will be Enrolled Affiliate's evidence of all Licenses obtained under an Enrollment. EA2016Apr(U8)SLG(ENGI(Nov20IS) plac 3 of II Docurneril )&o.10200 operating division of Enrolled Affiliate or an Affiliate. (l3) a reorganization, or (C) a consolidation. i Upon such transfer, Customer'or Enrolled Affiliate must uninstall and discontinue using the licensed Product and render any copies unusable. b. Notification of l,lociise Transfer. Enrollee} Affiliate must notify Nlicrosofi of a License transfer by completing a license transfer form, which can be obtained from iittrs:llwwtw.microsofl.conlll:censInglr;niilrncts and sending the completed Corm to Microsoft before the License transfer. No License transfer will be valid unless Enrolled Affiliate provides to the transferee, and ilia transferee accepts in .writing, documents sufficient to enable the transferee to ascertain the sc;oKie, purpose and limitations of the rights granted by Microsoft under the licenses being transferred (includinglhe applicable Use flights, use and transfer restrictions, warranties and limitations of liability). Any License transfer not made in compliance with this section will be void. i c, Internal Assignment of Licenses and Software Assurance. Licenses and Software Assurance must be assigned to a single user or device within the Enterprise. Licenses and Software Assurance may be reassigned within the Enterprise as described in the Use Rights. 6. Teem and termination. a. Term. The tern of this Agreement will be 36 full calendar months from the effective stale unless terminated by either party cgs described below. Each Enrollment will have the term provided in that Enrollment. b. Termination without cause. Either party may terminate this Agreement, without cause, upon 60 days' written notice. In the event or termination, new Enrollments will not he accepted, but any existing Enrollment will continue for the term of such Enrollment and will continue to be governed by ibis Agreement. a, Mld-term termination for non appropriation of Fufids. Enrolled Affiliate may terminate this Agreement or an Enrollment wifhout liability, penalty or ►urthe'r obligation to make payments 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 it may Have, either party may terminate an Enrollment if the other tarty materially breaches its obligations under this Agreement, including any obligation to submit orders or pay invoices. Except where the breach is by its nature not curable within 30 days, the terminating party must give the other party 30 days' notice of its intent to termfnate and an opportunity to cure the breach. If Microsoft gives such notice to an Enrolled Affiliate, Microsoft also will give Customer a copy of that notice and Customer agrees to help resolve the breach. If the breach affects other Enrollments and cannot be resolved between Microsoft and Enrolled Affiliate, together with Customer's help, within a reasonable period of time, Microsoft may terminate this Agreement and all Enrollments under it. If an Enrolled Affiliate ceases to be Customer's Affiliate, it must prontpily notify Microsoft, and Microsoft may terminate the former Affiliate's Enrollment. If an Enrolled Affiliate terminates its Enrollment as a result of a breach by Microsoft, or if Microsoft terminates an Enrollment because Enrolled Affiliate ceases to be Customer's Affiliate, then Enrolled Affiliate will have the early lermination rights described in the Enrollment. e, Carly termination. if ('1) an Enrolled Affiliate terminates its Enrollment as a result of a breach by Microsoft, or (2) if Microsoft terminates an Enrollment because the Enrolled Affiliate has ceased to be tin Affiliate of Customer, or (3) Enrolled Affiliate terminates an Enrollment for' non - appropriation of funds, or (4) Microsoft terminates an Enrolirnent for non-payment due to non - appropriation of funds; then the Enrolled Affiliate will have the following options: It may Immediately pay the total remaining amount due, including all installments, in which case, the Enrolled Affiliate will have perpetual rights for all Licenses it has ordered: or F_A2016A(p(U:i),,LCi(EPP(.,)(t+IOVL10IC-) 11n(le 5 of 11 i nn(:urnFr(1 X21140209 I d. Restrictions. Enrolled Affiliate must riot (and is not licensed to) (t) reverse engineer, decompile, or disassemble any: Product or Fix; (2) install or use non -Microsoft software or technology in any way that+,vould subject Microsoft's intellectual property or technology to any other license terms; or (3) work around any technical limilations in a f toduct or Fix or restrictions in Product dOCU111eillation. Customer must 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 times, or transfer parts of a Product or Fix separately; or (ii) distribute, sublicense, rent, lease, lend any Products or Fines; in whole or in part, or Use them to offer hosting services to a third party.' e. Reservation of rights. Products and Fixes are protected by copyright tend other inlellecluai property rights taws and interdatlonal treaties. Pdllcrosoft reserves all rights not expressly granted in this agreement. No rights will be granted or implied by waiver or estoppel. Rights to access or use Software on a device do not give Customer any right to implement Microsoft patents or other fAir-rhsoft intellectual property in the device Itself or in any other software or devices, 8. Confidentiality. "Confidential Information" is rron-public Information that is designated `confidential" or that a reasonable person should understfind is confidential, including Customer Data. Confidential Information does not include information that (a) becomes publicly available without a breach of this agreefrrenl, (b) the receiving party received lawfully from another source without a confidentlaltty obligation, (c) is independently developed, or (d) is a cammenl or suggestion volunteered about the other party's business. products or services. . I Each party will take reasonable steps to protect the other's Confidential Information and will use the other party' s Confidential Information only for purposes of the parties' business relationship. Neither, party will disclose that Confidential Information to third parties, except to its employees, Affiliates, conlraclors, advisors and consultants ('Representatives"� and then only on a need -to -know basis under nondiscivsure obligations at least as protective as this agreement. Each party reenalns responsible for the use of the Confidential Information by its Representatives and, in the event of discovery of any unauthorized use or disclosure, must promptly notify the other party. A party may disclose the other's Confidential information if required by law; but only after it notifies the other party (if legally permissibly:) to enable the other party to seek a protective order. Neither party is required to restrict work assignments of its Representatives who have had access to Gonfidenliat Information. Each party agrees that the use of information retained in Representatives' unaided memories in the development or deployment of the parties' respective products or services does not create liability under this Agreement or trade secret law, and each party agrees to limit what it discloses to the other accordingly. These obligations apply (i) for Customer Data until it is deleted from the Online Services, and (it) for all other Confidential Information, for a period of five years after a party receives the Confidential Information. r 9. Privacy and compliance with laws. a. Enrolled Affiliate consents to the processing of personal information by Microsoft and its agents to facilitate the subject matter 'of this Agreement, Enrolled Affiliate will obtain all required consents from third parties under applicable privacy and data protection law before providing personal information to Microsoft. b, Personal information collected under this agreement (i) inay he transferred, slored and processed in the United states or any other country in which Microsoft or its service providers maintain facilities and (ti) will be subject to the privacy terms specified in the Use Rights. Microsoft will abide by the requirements of European Economic Area and Swiss data protection FA2010{titre WS)tii 61(1=1H(1)(N w20161 Page, 7 of 1'I Dbcumeni X20.10209 non -Microsoft software hosted in an Online Service by Microsoft on Enrolled Affiliate's behalf misappropriates a trade secret or directly infringes a patent, copyright, tradernark, or other proprietary right of a third party; or (2) Enrolled Affiliate's use of any PfadUcl or Fix., alone or in combination with anything else, violates the lmto or damages a third party. 12, Limitation of liability. For each Product, each party's maximum, aggregate liability to the other under this Agreement is limited 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 Iterm of this Agreement, subject to the following: a. Online Services. Par Online Services, Microsoft's maximum liability to Enrolled Affiliate for any incident giving rise to a claim will not exceed the amount Enrolled Affiliate paid for the Online Service during the '12 months before the incident. b. Free Products and Distributable Corte. For Products provided free of charge and code that Enrolled Affili2te is authorized to redistribute tothird parties without separate payment to Microsoft, Microsoft's liability is Limited to direct damages finally awnl'ded up to USS5,000. c, Exciusloros. In no event will either party he liable for indirect, incidental, special, punitive, or consetluential damages, or for loss of use, loss of business information, loss of revenue, or interruption of business, howevdr caused or on any theory of liability. d. Exceptions. No limitation or exclusions .will apply to liability arising out of either part, s (1) confidentiality obligations (except for all liability related to Customer Data, which will remaln subject to the limitations and exclusions above); (2) defense obligations; or (3) violnlion of the other party's intellectual property rights. i 13. Verifying compliance. a. bight to verify compliance. Enrolled Affiliate must keep records relating to all use and distribution of Products by Enrolled Affiliate and its Affiliates. Microsoft has the right, at its expense, to the extent permitted by applicable law, to verify compliance with the ProdUCt'S license terms. Enrolled Affiliate rnusl promptly provide the independent auditor with any Information the auditor reasonably rectuests in furtherance of the verification, including access to systens running the Products.and evidence of Licenses for Products Enrolled Affiliate hosts, suhlicenses, or dishibutes to third parties. Enrolled Affiliate agrees to complete Microsoft's self -audit process, which Microsoft may require as an alternative to a third party audit. b. Remedies for non-compliance. If verification or self -audit reveals any unlicensed use or distribution, them within 30 days, (1) Enrolled Affiliate must order sufficient Licenses to cover that use or distribution, and (2) if unlicensed Use or distribution is 5% or more, Enrolled Affiliate inusl reimburse Microsoft for the cost Microsoft has incurred in verification and acquire the necessary additional licenses at '1251/1n of the price based on the then -current price list and Enrolled Affiliate price level, The unlicensed use percentage is based on the total number of licenses purchased compared td actual Install base. If there is no unlicensed use, Microsoft wiil 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 property by any other means permitted by law. c. Verification process. Microsoft will notify Enrolled Affiliate at least 30 days in advance of its Intent to verify Enrolled Affiliate''s compliance with the license terms for the Products Enrolled Affiliate and its Affiliates use or distribute. Microsoft will engage an independent auditor, which will be subject to n confidentiality obligation. Any information collected in the self -audit will be used solely far purposes of determining compliance. This verification will take place during normal business hours and in a manner that does not Interfere unreasonably with Enrolled Affiliate's operations. E-A2a1f1:syr(l15} it CitErJCij(PIUV21116} I':icIH'.I ol I I accunreni X7.0• I n2n9 n. Free Products. It is Microsoft's intent that the terms of this Agreement and the Use Rights be in compliance with all applicable federal law and regulations. Any free Product provided to Enrolled Affiliate is for the sole use and benefit of the Enrolled Affiliate, and is not provided for use by or personal benefit of any specific government employee. o. Voluntary Product Accessibility Templates. Microsoft supports the government's obligation to provide accessible technologies to its citizens with disabilities as required by Section 508 of The Rehabilitation Act of 1973, and its state raw counterparts. The Voluntary Product Accessibility Templates ("VPATs") for Ilia Microsoft technologies used in providing the Online Services can be found at Microsoft's VPAT page. Further information regarding Microsoft's commitment to accessibility can be found at htt.p.lrwwvi.nricrosoft.corn/enable, p. Natural disaster. In the event of 0 "natural disaster," Microsoft may provide additional assistance 'or rights by posting them on httn:N+ .WJ.microsoft.con1 at such time. q. Copyright violation. Except as set forth in the section above entitled "Transfen•ing and reassigning Licenses", the Enrolled Affiliate agrees to pay for, and comply with the terms of this Agreement and the Use Bights, far the Products it uses. Except tothe extent Enrolled Affiliate is licensed under this Agreemenl, it will be responsible for its weach of this contract and violation of Microsoft's copyright in the Praclucts, including payment of License fees specified In this Agreement for unlicensed use. i E.A201GAtrr(1.J3)3Lr(Ek11G)(Nov2Ot0) li or I i {)r,rumrail Y.2i1•'ItF�I}� Country" USA Phone" 951-955-2265 Fax ❑ This contact is a third party (not the enlity). Warning. This contact receives personally identifiable information of the entity, 3. Subscriptions manager. This contact will assign NISDN, Expression, and TechNet Phis subscription licenses to the indlvidual subscribers under this Enrollment or Reg slralion. Assignment of the subscription licenses is necessary for access to any of the online benefits, such as subscription downloads. This contact will also manage any complimentary or additional media purchases related to these subscriptions. Name of entity" County of Riverside Contact name": First Regina Last Funderbtrrk Contact email address' RFunderburkQrivcp.orn Street address' 3450 14th Street, 4th floor City` Riverside StatelProvince' California Postal code` 92501-3861 Country' USA Phone' 951-955-2265 Fax ❑ This contact is a third party (not the entity). Warning: This contact receives personally identifiable information of the entity. 4. Online services manager. This contact will be provided online pennisSioris to manage the online services ordered undei the Enrollment or Registration. Nante of entity" County of Riverside Contact name': First Luis Last Flores Contact entail address" LFFlores c@rivco.org Street address* 3450 14th Street, 4th Floor City" Riverside Slate/Province" California Postal code" 92501-3861 Country" USA Phone" 951-955-8114 Fax ❑ This contact is a thirst party (riot the entity). Warning: This contact receives personally Identifiable information of the entity. 5. Customer Support Manager (GSM). This person is designated as the Customer Support Manager (CSM) for support -relater) activities. Narne of entity' County of Riverside Contact name': First Luis Last Flores Contact email address" LFFlares@rivco.org rivco.org Street address' 3450 141h Street, 4th Floor City"Riverside StatelProvince" California Postal code' 925411-3861 Country" USA Phone" 951-955-8114 Fax 6, Primary contact information. An individual from inside the organization must serve as the primary contact. This contact receives online administrator permissions and may grant online access to others. This contact also receives all notices unless Microsoft is provided written notice of a change. Name of entity" County of Riverside SupC�r'�.aclluraHnun{NA,IWU)(t NG)(Or,12013) Page 2 Or 3 Microsoft Program Signature Form MBAfMBSA number Agreement number Volume Licensing Proposal ID Note: Enter the applicable active numbers associated with the documents below. Microsoft requires the associated active number be indicated here, or fisted 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. Contract Document Select Plus Agreement Number.. X20-04874 <Choose A reement> Document Number or Code <Choose A reement> Document Number or Code <Choose A reement> Document Number or Code <Choose A reement> Document Number or Code Select Plus Affiliate Registration Form X20-04921 <Choose Enrollment/Re istration> Document Number or Code <Choose Enrollment/Re istration> Document Number or Code <Choose Enrollment/Re istration> Document Number or Code <Choose Enrollment/Re istration> Document Number or Code Document Description Document Number or Code Document Description Document Number or Code Document Description Document Number or Code Document Description I Document Number or Code Document Description I Document Number or Code 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 Entilf (rgust b¢jlgbal entity name)* County of Riverside Signature* Printed First and Last me* Ines Mark Printed Title* Procurement Contract Specialist Signature Date* 07/17/2013 Tax ID 95-6000930 * indicates BY ProgramSignForm(MSSign)(NA,LatAm)ExBRA,MLI(ENG)(Oct2012) Page 1 of 3 Prepared By: Name of Preparer Email of Preparer ProgramSignForm(MSSig n)(NA,LatAm)ExBRA,MLI(ENG)(Oct2D12) Page 3 of 3 Microsoft Volurne Licensing Select Plus License Program Agreement State and Local Contents 1. Definitions..........................................................................................................................................1 2. How the Select Plus License program works................................................................................. 3 3. How to establish pricelevel. ............................................................................................................ 3 4. License grant— what Registered Affiliates are licensed to run..................................................3 5. How to know what Product Use Rights apply................................................................................4 6. How to order Product Licenses....................................................................................................... 5 7. Making copies of Products and re -imaging rights........................................................................ 6 8. Transferring and reassigning Licenses.......................................................................................... 6 9. Term and termination........................................................................................................................7 10, How to renew an Order..................................................................................................................... 8 11. Restrictions on use........................................................................................................................... 9 12, Confidentiality...................................................................................................................................9 13. Warranties........................................................................................................................................10 14. Defense of infringement, misappropriation, and third party claims..........................................11 15. Limitation of liability .......................................................................................................................12 16, Verifying compliance......................................................................................................................13 17. Non -Microsoft Software or Technology........................................................................................14 18. Miscellaneous..................................................................................................................................14 This Microsoft Select Plus Agreement is entered into between the entities identified on the signature form. Effective date. The effective date of this agreement is the effective date of the first Affiliate Registration Form or the date Microsoft accepts this agreement, whichever is earlier. This agreement consists of (1) the terms and conditions of this agreement and all attachments identified therein, (2) the Product List, (3) the Product Use Rights applicable to Products licensed under this agreement, (4) any Affiliate registration entered into under this agreement, and (5) any Order submitted under this agreement. The parties agree to be bound by the terms of this agreement. Terms and Conditions 1. Definitions. In this agreement the following definitions apply: "Affiliate" means a. with regard to Customer (i) any government agency, department, office, instrumentality, division, unit or other entity of the state or local government that is supervised by or is part of Customer, or which supervises Customer or of which Customer is a part, or which is under common supervision with Customer; (ii) any county, borough, commonwealth, city, municipality, town, township, special purpose district, or other similar type of governmental instrumentality established by the laws of Customer's state and located within Customer's state jurisdiction and geographic boundaries; and SelectPlus20l2AgrGDv(US)SLG(ENG)(Oct2012) Page 1 of 16 Document X20-04874 "Software Assurance" means an annuity offering that provides new version rights and other benefits for Products as described in the Product List; "Trade Secret" means information that is not generally known or readily ascertainable to the public, has economic value as a result, and has been subject to reasonable steps under the circumstances to maintain its secrecy. "use" or "run" means to copy, install, use, access, display, run or otherwise interact. 2. How the Select Plus License program works. The Select Plus License program allows Registered Affiliates to acquire Licenses at discount pricing. Customer and Customer's Affiliates can participate in this program if Customer or Customer's Affiliate (1) submits an Order meeting the initial minimum order quantity, (2) maintains at least one active Qualifying Contract, or (3) has purchased the minimum order quantity during the 12 months preceding the effective date of this agreement. Notwithstanding any other provision of this agreement, only Registered Affiliates identified in a Registration Form will be responsible for complying with the terms of that registration, including the terms of this agreement incorporated by reference in that registration. a. Wow Registered Affiliates acquire Licenses. A Registered Affiliate will acquire its Licenses through its chosen Reseller. Orders will be made out to and submitted to the Registered Affiliate's Reseller. Microsoft will invoice that Reseller according to the terms in the applicable registration. The Reseller and the Registered Affiliate will determine the Registered Affiliate's actual price and payment terms. b. Choosing and maintaining a Reseller. Each Registered Affiliate must choose and maintain a Reseller authorized in the Registered Affiliate's region. c. Online Services. Online Services are provided as subscription services and are subject to the unique terms set forth in the Product Use Rights and the Product List. 3. How to establish price level. Establishing price levels. Each Product offering is assigned a point value on the Product List and is assigned to a Product pool. . The Customer's price level for a pool applies to purchases made by all Registered Affiliates under this agreement. Throughout the term of this agreement, the Customer's price level for each Product and its associated Pool (Applications, Systems and Servers) will be level "D." Customer does not need to acquire Products in all pools. The price Microsoft will invoice Reseller will be based on Customer's price level for the pool of the Product ordered. Throughout this agreement the term "price" refers to reference price. 4. License grant — what Registered Affiliates are licensed to run. Registered Affiliates have the rights below once their registration is accepted by Microsoft. These rights apply to the Licenses obtained under this agreement and are not related to any order of, or fulfillment of, software media. The ability to run current or later versions of a Product licensed under this agreement could be affected by minimum system requirements or other factors (e.g., hardware or other software). a. General. At any time after their registration has been accepted by Microsoft, a Registered Affiliate may run for its own benefit as many copies as it chooses, of any available Products it chooses, provided that it submits Orders for all copies in the month in which those copies are first run. b. Use by Affiliates. A Registered Affiliate may sublicense the right to use the Products ordered under this agreement to any of its Affiliates, but Affiliates may not sublicense these rights and their use must be consistent with the License terms contained in this agreement. SelectPlus20l2AgrGov(US)SLG(ENG)(Oct2012) Page 3 of 16 Document X20-04874 date, the Product Use Rights for the version licensed, not the version being run, will apply. However, if the earlier version includes components that are not part of the licensed version, any Product Use Rights specific to those components will apply to the Registered Affiliate's use of those components. b. Reservation of rights. Ali rights not expressly granted are reserved by Microsoft. In lieu of Customer's obligation to indemnify Microsoft under various provisions of the Product Use Rights, Customer will be responsible for any cost or damages arising from any claim to which Customer's indemnity obligation would otherwise apply. 6. How to order Product Licenses. a. Placing Orders, Registered Affiliate may purchase Licenses and Online Services Microsoft makes available under this program by placing Orders with Registered Affiliate's authorized Reseller. The price and payment terms for all Orders will be determined by agreement between Registered Affiliate and its Reseller. When placing orders, a Registered Affiliate must specify the country or countries where the Registered Affiliate will use the Licenses. Microsoft may refuse to accept an Order if Microsoft has a business reason to do so. Microsoft may change the Products and subscription services available under this program. b. When is the Registered Affiliate eligible to order just Software Assurance? A Registered Affiliate may order Software Assurance for copies of a Product, without the need to simultaneously order a new License for those copies, in each of the following circumstances: (i) Registered Affiliate may order Software Assurance for copies of Products for which the Registered Affiliate has previously obtained perpetual Licenses through Upgrade Advantage, Software Assurance, or any similar upgrade protection, so long as the Order for Software Assurance under this Agreement becomes effective no later than one day following the expiration of that upgrade protection, and (2) Registered Affiliate submits an order for another term of Software Assurance for those Licenses prior to or at the expiration of the previous term. (ii) During the term of the Agreement (including any renewal term), a Registered Affiliate may be eligible to order Software Assurance for copies of certain Products licensed through retail sources or from an original equipment manufacturer ("OEM"), provided that the Registered Affiliate places its Order within the required time frame. The Product List athttp:llwww.rnicrosoft.com/Iicensinq/contracts identifies those Products that may be enrolled in Software Assurance and the applicable time frame for placing an Order. (iii) A Registered Affiliate may also order Software Assurance in any other circumstances expressly permitted in the Product List. (iv) A Registered Affiliate may renew Software Assurance ordered under this Agreement at the time it renews its Order as described in the section titled "How to renew an Order." c. How to confirm Orders. Information about Orders, including an electronic confirmation of each Order, will be provided in a password -protected site on the World Wide Web at https://www.microsoft.com/licensing/servicecenter/ or a successor site that will be identified. Upon Microsoft's acceptance of this agreement, Registered Affiliate's contact identified for this purpose will be provided access to this site. d. Invoices and payments. For any Orders for Software Assurance or L&SA, if the Registered Affiliate elects to spread its payments over three years rather than payment in a lump sum, it may make this election with its Reseller. In such cases, Microsoft will invoice the Registered Affiliate's Reseller in installments, the first installment upon receipt of the Order and subsequent installments on each anniversary of the Order or the Affiliate anniversary month. Any amounts for Licenses only (i.e. without accompanying Software Assurance) will be invoiced to the Registered Affiliate's Reseller in full upon receipt of the Order. SelectPlus20l2AgrGov(US)SLG(ENG)(Oct2012) Page 5 of 16 Document X20-04874 your state's jurisdiction and geographic boundaries; and (iii) any other entity expressly authorized by the laws of your state to purchase under state contracts, or (b) an unaffiliated third party in connection with a privatization of an affiliate of agency as set forth in (a) above or of an operating division of the Enrolled Affiliate or one if its affiliates as set forth in (a) above, a reorganization, or a consolidation. Customer must notify Microsoft of a transfer of license by completing a transfer notice form, which can be obtained from http://www.microsoft.com/licensing/contracts and send the completed form to Microsoft before the license transfer. No license transfer will be valid Unless Customer provides to the transferee, and the transferee accepts in writing, the applicable Product Use Rights, use restrictions, limitations of liability (including exclusions and warranty provisions), and the transfer restrictions described in this section. Any license transfer not made in compliance with this section will be void. b. Internal Reassignment of Licenses and Software Assurance. (1) For Products other than the desktop operating system upgrade. For Products other than the desktop operating system upgrade, Registered Affiliate may internally reassign Licenses to an Affiliate. However, Registered Affiliate may not reassign Licenses on a short-term basis (90 days or less), or reassign Software Assurance or other upgrade coverage separately from the underlying License, except as provided otherwise in this agreement. (11) For desktop operating systems. The Registered Affiliate may not reassign desktop operating system upgrade Licenses from one computer to another. The Registered Affiliate may internally reassign Software Assurance coverage on desktop operating systems upgrades from the original computer to a replacement computer internally, as long as (1) the replacement computer is licensed to run the latest version of that operating system, and (2) the Registered Affiliate removes any desktop operating system upgrades from the original computer. 9. Term and termination. Term. This agreement will remain in effect unless it is terminated by either party as described below. b. Termination without cause. Either party may terminate this agreement without cause upon 60 days written notice. Such termination will merely terminate either party's and its Registered Affiliates' ability to place Orders under this agreement. Such termination will not affect any Orders not otherwise terminated, and any terms of this agreement applicable to any Orders not otherwise terminated will continue in effect with respect to that Order. c. Mid-term termination for non -appropriation of Funds. Enrolled Affiliate may terminate this agreement or an Enrollment without liability, penalty or further obligation to make payments if funds to make payments under the agreement or Enrollment are not appropriated or allocated by the Enrolled Affiliate for such purpose. d. Termination for breach. Either party to an Order may terminate it if the other party materially breaches its obligations under this agreement, including any obligation to pay amounts owed. Except where the breach is by its nature not curable within 30 days, the terminating party must give the other party 30 days' notice and opportunity to cure. If Microsoft gives such notice to a Registered Affiliate, Microsoft will give Customer a copy of that notice as well and Customer agrees to assist in attempting to resolve the problem. if the problem also affects other Affiliate registrations and cannot be resolved between Customer and Microsoft within a reasonable period of time, Microsoft may also terminate this agreement and all other Affiliate registrations under it, unless the basis for termination of the registration is non -appropriation of funds to the registered affiliate, in which event Microsoft may only terminate the affected registration(s). If a Registered Affiliate ceases to be an SelectPlus20l2AgrGov(US)SLG(ENG)(Oct2012) Page 7 of 16 Document X20-04874 11. Restrictions on use. Registered Affiliate must not: a. separate and use the components of a Product on two or more computers, upgrade or downgrade components at different times, or transfer components separately, except as provided in the Product Use Rights; b. reverse engineer, decompile or disassemble any Product or Fix, except where applicable law permits it despite this limitation; or c. distribute, sublicense, rent, lease, lend, or host any Product or Fix except as permitted by this Agreement, the Product Use Rights, or in a separate written agreement 12. Confidentiality. To the extent permitted by applicable law, the terms and conditions of this Agreement is confidential. Neither party will disclose such terms and conditions, or the substance of any discussions that led to them, to any third party other than Affiliates or agents, or to designated or prospective resellers who: (1) have a need to know such information in order to assist in carrying out this agreement; and (2) have been instructed that all such information is to be handled in strict confidence. For the avoidance doubt, the parties acknowledge that this Confidentiality provision recognizes that when there is a business need to do so, Microsoft and Customer may need to share/exchange their respective Confidential Information with each other to develop a more meaningful business relationship. This section provides Microsoft and Customer with a well-balanced, commercially reasonable and comprehensive set of confidentiality terms that enable both parties to share/exchange a wide range of Confidential Information with each other knowing with confidence that significant confidentiality protections are in place. The confidentiality terms denoted below do not govern Microsoft's handling of Customer Data. In all instances under this Agreement, Microsoft's handling of Customer Data shall be governed as described under various other provisions of this Agreement and by Microsoft's data security policy. a. What is included. "Confidential Information" is non-public information, know-how and Trade Secrets in any form that are designated as "confidential" or a reasonable person knows or reasonably should understand to be confidential. It includes non-public information regarding either party's products or customers, marketing and promotions, or the negotiated terms of Microsoft agreements. b. What is not included. The following types of information, however marked, are not Confidential Information. Information that: (i) is, or becomes, publicly available without a breach of this agreement; (ii) was lawfully known to the receiver of the information without an obligation to keep it confidential; (iii) is received from another source who can disclose it lawfully and without an obligation to keep it confidential; (iv) is independently developed; or (v) is a comment or suggestion one party volunteers about the other's business, products or services. c. Treatment of Confidential Information. (1) In general. Subject to the other terms of this agreement, each party agrees: 1) it will not disclose the other's Confidential Information to third parties; and 2) it will use and disclose the other's Confidential Information only for purposes of the parties' business relationship with each other. SelectPlus20l2AgrGov(US)SLG(ENG)(Oct20l2) Page 9 of 16 Document X20.04874 (ii) Products other than Online Services is one year from the date Customer first uses the Product; and c. Limited warranty exclusions. This limited warranty is subject to the following limitations: (i) any implied warranties, guarantees or conditions not able to be disclaimed as a matter of law last for one year from the start of the limited warranty; (ii) the limited warranty does not cover problems caused by accident, abuse or use in a manner inconsistent with this agreement or the Product Use Rights, or resulting from events beyond Microsoft's reasonable control; (iii) the limited warranty does not apply to components of Products that Customer is permitted to redistribute; (iv) the limited warranty does not apply to free, trial, pre-release, or beta products; and (v) the limited warranty does not apply to problems caused by the failure to meet minimum system requirements. d. Remedies for breach of limited warranty. If Microsoft fails to meet any of the above limited warranties and Customer notifies Microsoft within the warranty term, then Microsoft will: (i) for Online Services, provide the remedies identified in the Service Level Agreement for the affected Online Service; (ii) for Products other than Online Services, at its option either (1) return the price paid or (2) repair or replace the Product; and These are Customer's only remedies for breach of Ahe limited warranty, unless other remedies are required to be provided under applicable law. e. DISCLAIMER OF OTHER WARRANTIES. OTHER THAN THIS LIMITED WARRANTY, MICROSOFT PROVIDES NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS. MICROSOFT DISCLAIMS ANY IMPLIED REPRESENTATIONS, WARRANTIES, OR CONDITIONS, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE, OR NON - INFRINGEMENT. THESE DISCLAIMERS WILL APPLY UNLESS APPLICABLE LAW DOES NOT PERMIT THEM. 14. Defense of infringement, misappropriation, and third party claims. a. Microsoft's agreement to protect. Microsoft will defend Enrolled Affiliate against any claims made by an unaffiliated third party that any Product or Fix that is made available by Microsoft for a fee infringes that party's patent, copyright, or trademark or makes unlawful use of its Trade Secret. Microsoft will also pay the amount of any resulting adverse final judgment (or settlement to which Microsoft consents). This section provides Enrolled Affiliate's exclusive remedy for these claims. b. Limitations on defense obligation. Microsoft's obligations will not apply to the extent that the claim or award is based on: . (i) Customer Data, non -Microsoft software, modifications Enrolled Affiliate makes to, or any specifications or materials Enrolled Affiliate provides or makes available for, a Product or Fix. : (ii) Enrolled Affiliate's combination of the Product or Fix with a non -Microsoft product, data or business process; or damages based on the use of a non -Microsoft product, data or business process; ; (iii) Enrolled Affiliate's use of either Microsoft Trademarks or the use or redistribution of a Product or Fix in violation of this agreement or any agreement incorporating its terms or; SelectPlus2012AgrGov(US)SLG(ENG)(Oct2Ol2) Page 11 of 16 Document X20-04874 $5,000. These limitations apply regardless of whether the liability is based on breach of contract, tort (including negligence), strict liability, breach of warranties, or any other legal theory. However, these monetary limitations will not apply to: (1) Microsoft's and Customer's obligations under the section titled "Defense of infringement, misappropriation, and third party claims"; (11) liability for damages caused by either party's gross negligence or willful misconduct, or that of its employees or its agents, and awarded by a court of final adjudication (provided that, in jurisdictions that do not recognize a legal distinction between "gross negligence" and "negligence," "gross negligence" as used in this subsection shall mean "recklessness"); (111) liabilities arising out of any breach by either party of its obligations under the section entitled "Confidentiality", except that Microsoft's liability arising out of or in relation to Customer Data shall in all cases be limited to the amount Customer paid for the Online Service giving rise to that liability during the prior 12 months; (iv) liability for personal injury or death caused by either party's negligence, or that of its employees or agents, or for fraudulent misrepresentation; and (v) violation by either party of the other party's intellectual property rights. b. EXCLUSION OF CERTAIN DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, WHATEVER THE LEGAL BASIS FOR THE CLAIM, NEITHER PARTY, NOR ANY OF ITS AFFILIATES, OR CONTRACTORS, WILL BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, OR INCIDENTAL DAMAGES, OR DAMAGES FOR LOST PROFITS, REVENUES, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION ARISING IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. HOWEVER, THIS EXCLUSION DOES NOT APPLY TO EITHER PARTY'S LIABILITY TO THE OTHER FOR VIOLATION OF ITS CONFIDENTIALITY OBLIGATIONS (EXCEPT TO THE EXTENT THAT SUCH VIOLATION RELATES TO CUSTOMER DATA), THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS, OR THE PARTIES' RESPECTIVE OBLIGATIONS IN THE SECTION TITLED "DEFENSE OF INFRINGEMENT, MISAPPROPRIATION, AND THIRD PARTY CLAIMS." c. Affiliates and Contractors. Neither Microsoft nor Customer shall bring any action against the other's Affiliates or Contractors in respect of any matter disclaimed on their behalf in this agreement. Each party will indemnify the other in the event of any breach of this provision. 16. Verifying compliance. a. Right to verify compliance. Customer must keep records relating to the Products it and its Affiliates use or distribute. Microsoft has the right, to the extent permitted by applicable law, to verify compliance with the license terms for the Products, at Microsoft's expense. b. Verification process and limitations. Microsoft will provide customer at least 30 days' notice of its intent to verify compliance. Microsoft will engage an independent auditor, which will be subject to a confidentiality obligation. Verification will take place during normal business hours and in a manner that does not interfere unreasonably with Customer's operations. Customer must promptly provide the independent auditor with any information it reasonably requests in furtherance of the verification, including access to systems running the Products and evidence of licenses for Products Customer hosts, sublicenses, or distributes to third parties. As an alternative, Microsoft may require Customer to complete Microsoft's self -audit process relating to the Products Customer and any of its Affiliates use or distribute. Such information will be used solely for purposes of determining compliance. c. Remedies for non-compliance. If verification or self -audit reveals any unlicensed use, Customer must within 30 days order sufficient licenses to cover its use. If there is no SelectPlus2012AgrGov(US)SLG(ENG)(Oct2012) Page 13 of 16 Document X20-04874 f. Applicable law; dispute resolution. The terms of this agreement will be governed by the laws of Registered Affiliate's state, without giving effect to its conflict of laws. Disputes relating to this agreement will be subject to applicable dispute resolution laws of Registered Affiliate's state. g. This agreement is not exclusive. Customer is free to enter into agreements to license, use or promote non -Microsoft software. h. Entire agreement. This agreement, the Product List, all registrations under this agreement, and the Product Use Rights constitute the entire agreement concerning the subject matter and supersede any prior or contemporaneous communications. In the case of a conflict between any of these documents that is not resolved expressly in the documents, their terms will control in the following order: (1) these terms and conditions and the accompanying signature form; (2) the Product List; (3) the Product Use Rights; (4) all registrations under this agreement; and (5) all Orders submitted under this agreement. The terms of any purchase order or any general terms and conditions Customer maintains do not apply. 1. Survival. Provisions regarding ownership and License rights, fees, Product use rights, restrictions on use, evidence of perpetual Licenses, transfer of Licenses, warranties, defense of infringement and misappropriation claims, limitations of liability, confidentiality, compliance verification, open source license restrictions, obligations on termination or expiration and the other provisions in this section entitled "Miscellaneous" will survive termination or expiration of this agreement and of any agreement in which they are incorporated. j. No transfer of ownership. Microsoft does not transfer any ownership rights in any licensed Product. Microsoft reserves all rights not specifically granted. The Products are protected by copyright and other intellectual property rights laws and international treaties. k. Free Products. It is Microsoft's intent that the terms of this agreement and the Product Use Rights be in compliance with all applicable federal law and regulations. Any free Product provided to Registered Affiliate is for the sole use and benefit of the Registered Affiliate, and is not provided for use by or personal benefit of any specific government employee. I. Amending the agreement. This agreement (except the Product List and the Product Use Rights) can be changed only by an amendment signed by both parties. m. Resellers and other third parties cannot bind Microsoft. Reseilers and other third parties do not have authority to bind or impose any obligation or liability on Microsoft. n. Privacy and Security. Microsoft and Enrolled Affiliate will each comply with all applicable privacy and data protection laws and regulations (including applicable security breach notification law). However, Microsoft is not responsible for compliance with any laws applicable to Enrolled Affiliate or Enrolled Affiliate's industry that are not also generally applicable to information technology services providers. Enrolled Affiliate consents to the processing of personal information by Microsoft and its agents to facilitate the subject matter of this agreement. Enrolled Affiliate may choose to provide personal information to Microsoft on behalf of third parties (including Enrolled Affiliate's contacts, resellers, distributors, administrators, and employees) as part of this agreement. Enrolled Affiliate will obtain all required consents from third parties under applicable privacy and data protection law before providing personal information to Microsoft. The personal information Enrolled Affiliate provides in connection with this agreement will be processed according to the privacy statement available at http sWwww.microsoft.com/licensin lservicecenter (see footer), except that Product -specific privacy statements are in the Product use rights. Personal data collected through Products or Services may be transferred, stored and processed in the United States or any other country in which Microsoft or its service providers maintain facilities. By using the Products or Services, Customer consents to the foregoing. Microsoft abides by the EU Safe Harbor and the Swiss Safe Harbor frameworks as set forth by the U.S. Department of Commerce SelectPIus2012AgrGov(US)SLG(ENG)(0ct2012) Page 15 of 16 Document X20-04874 Micr6soft Licensing, GP Document Summary Form * This is for informational purposes only * (MSLl nnsr,l 3-0,000003183189 Tracking Number) Doc Type: Signature Form Subsidiary: Country: LAR/LADlESA: Deli Inc. ProgramNersio SLP SLG 2012 Do not modify the formatting or spacing of this Form above this text Account Manager Name / Alias: United States ACCOUNT. County of Riverside 1 Outsourcer Name: Business Agreement Number: Master Agreement Number: 7756479 Agreement Number: 7657738 Purchase Order Number: Comments: Last Saved by Quinn Greenly Revision 3,9 7/23/2013 2:02:23 PM {MSLI Scanning Code} 1011212oa5 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` Painted First and Last Name* Printed Title* Signature Date* indicates required field If Customer requires physical media, 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 Licensing, GP Dept. 551, Volume Licensing 6100 Neil Road, Suite 210 Reno, Nevada 89511-1137 USA Program Sign Form (MSSig n) (NA, LatAm)ExB RA, MLI (ENG)(OcI2012) Page 2 of 3 z o a- W 1/(sll.ln Ire I.ir;c-�I��,irlc� Program Signature Form MBAIMBSA number RIVCO-8084445-M AMD2 Agreement number 8084445 Notq: 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 e_nlered 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, NameofEritity0a st be le (•entity name)". County of Riverside Signature* Printed First and Last Name* CR , "NI Printed Title S Colvue 4CT 5IP&-0,441s r Signature pate' 0��3� �Zo•zo Tax ID "Indicates required field ProgremSignForm(MSSign)(NA,LatAm)ExBRA(I NG)(Oct2019) Page 1 of 2 Document X20.1280 I �It�� t.l I.LI c:-5 I_ I C:eI I �=511-I q Amendment to Contract Documents Agreement Number 8084445 RIVCO-8084445-M- AMD2 This amendment ("Amendment") Is entered into between the parties identified on the attached program signature form, It amends the Enrollment or Agreement Identified above. All terms used but not defined in this Amendment will have the same meanings provided In that Enrollment or AgreeMent. Microsoft Services Amendment to the Enterprise Enrollment Federal, State and Local Government & Public Educational Institutions Enrolled Affiliate Is ordering Professional Services described In the attached Statement of services (SOS) In connection with 111e Products licensed by Enrolled Affiliate under the Enrollment. The parties agree that the Enrollment Is amended to add the following terms that shall apply to the services described In the SOS. Terms and Conditions 1, Definitions. All terms defined In the Agreement and the Enrollment shall apply to this Amendment unless otherwise stated. Additional terms are defined as follows; "Customer" means the legal entity that has entered Into the Agreement; "Customer Data" means all data, including all text, sound, software, Image or video files that are provided to Microsoft by, or on behalf of, Customer and its Affiliates In connection with Professional Services; "day" means a calendar day, except references that specify "business day`; "Fix" or "Fixes" means Product fixes, modifications, enhancements, or their derivAlives, that Microsoft either releases generally (such as Product service paths) or that Microsoft provides to Customer when performing Professional Services to address a specific Issue (Including, but not limited to, workarounds, patches, bug fixes, beta fixes and beta builds); "Microsoft" means the Microsoft Affiliate that has entered Into the Agreement and its Affiliates, as appropriate; "Pre -Existing Work" means any computer code or materials developed or otherwise obtained Independently of the efforts of a party under a Statement of Services; "Professional Services" means all Product support services and Microsoft consulting services or advice provided to Customer under this Amendment. "Professional Services" does not Include Online Services; "Service Deliverables" means any computer code or materials, other than Products or Fixes, that Microsoft leaves with Customer at the conclusion of Microsoh's performance of the Professional Services; "Statement of Services" means any worm orders, services descriptions, or other description of Professional Services that incorporates this Amendment; AmendmentApp v4.0 CTM+WK-CTC•AQR BD Page 1 or 6 Reservation of Rights. Products, Fixes, and Service Dellverables are protected by copyright and other Intellectual properly rights laws and International trealles. Microsoft reserves all rights not expressly granted In this Agreement. No rights will be granted or implied by waiver or estoppel. Supportability of Products. Support for Products is available under the terms of a licensing agreement, a separate Statement of Services or under the terms set forth at iilto:lisuimorI.mlcrosoft. corn or a successor site, 4. Confidentiality. Subject to the requirements of Customers public records and trade secret laws (if any): "Confldenllal Information" Is non-publlo Information that Is designated "confidential" or that a reasonable person should understand Is confidential, and the terms of this Amendment, It Includes, but Is not limited to, non-public information regarding either party's products, features, marketing and promotions, and the negotiated terms of any Statement of Services. Confidential Information does not Include information that (a) becomes publicly available without a breach of this Amendment, (b) the receiving party received lawfully from another source without a confidentiality obligation, (c) is Independently developed, or (d) is a comment or suggestlon volunteered about the other party's business, products or services. Each party will take reasonable steps to protect lhp other's Conildentlal Information and will use the other party's Confidential Information only for purposes of the parties' business relationship. Neither party will disclose that Confidential Information to third parties, except to its employees, Affiliates, contractors, advisors, and consultants (collectively "Representatives") and then only oh a need -to -know basis, under non -disclosure obligations at least as protective as this Agreement. Each party remains responsible for the use of the Confidential Information by its Representatives and, In the event of discovery of any unauthorized use or disclosure, must promptly notify the other party. _ A party may disclose the other party's Confidential Information if required by law; but only after It notifies the other party (If legally permissible) to enable the other party to seek a protective order. Neither party Is required to restrict work assignments of Its representatives who have had access to Confidential Information. Each party agrees that use of Information in representatives' unaided memories In the development or deployment of the parties' respective products or servlces does not create liability under this Artiendment or Trade Secret law, and each party agrees to limit what itiiiscloses to the other acbordingly, These obligations apply for a period of five years after the confidential Information Is received. 5, Compliance with applicable laws, privacy and security. a. Customer consents to the processing of personal information by Microsoft and its agents to facilitate the subject matter of this Amendment. Customer will obtain all required consents from third parlies (including Customer's contacts,' resellers, distributors, administrators, and employees) under applicable privacy and data protection law before providing personal inforMallon to Microsoft. b. Personal information collected through Professional Services (1) may be transferred, stored and processed in the United Slates or any other country in which Microsoft or its contractors maintain facilities and (ii) will be subject to the privacy terms specified in the Use Rights. Microsoft will abide by the requirements of European Economic Area end Swiss data protection law regarding the collection, use, transfer, retention and processing of personal data from the European Economic Area and Switzerland. c. U.S. Export, Microsoft Products, Fixes and Services Deliverables are subject to U.S, export jurisdiction, Customer must comply with all applicable international and national laws, Including the U,S, Export Administration Regulations, the International Traffic In Arms Regulations, and end -user, end use and destination restrictions by U.S, and other governments related to Microsoft Products, services, and technologies. 6, Warranties, AmendmenlApp v4.0 CTM-FUNK-CTC-AGR 0D Page 3 of 6 to the limitations and exclusions above); (2) defense obligations; or (3) violation of the other party's Intellectual property rights. 8. Term and termination. This Amendment will remain in effect until terminated. Either party may terminate this Amendment at any time without cause by giving the other party at least 60 calendar days prior written notice. Terminating this Amendment will not affect any existing Statements of Services but will terminate the ability of the parties to enter into subsequent Statements of Services. Customer may terminate a Statement of Services upon 30 days' notice. Either party to the Statement of Services may terminate it If the other party Is in material breach or default of any obligation that is not cured within 30 calendar days' notice of such breach. Microsoft may terminate a Slatement of Services if Customer fails to pay any invoice that Is more than 60 days outstanding. Customer agrees to pay all fees for Professional Services performed and expenses incurred prior to termination and any additional amounts that may be specified In a Statement of Services. Upon Microsoft's receipt of payment for the Professional Services, Customer's interests in the Services deliverables will vest, 10. Miscellaneous. a. Notices. Notices must be sent to the address on the signature page of this Amendment or on an applicable Statement of Services. All notices, aull—iWizations, and requests given or made In conneclion with this Amendment must be in writing and wilt be treated as delivered on the date shown on the return receipt or on the courier or fax confirmation of delivery. Microsoft may provide Information to Customer about upcoming ordering deadlines, services and subscription Information In electronic form, including by email to contacts provided by the Customer. Ematls will be treated as delivered on the transmission date. b, Applicable law; dispute resolutlon. This Amendment together with the applicable Statement of Services will be governed by the laws set forth In the Agreement. c. severablllty. If any provision of this Amendment is held to be unenforceable, the balance of the Amendment will remain in full force and effect. d, Waiver. Failure to enforce any provision of this Amendment will not constitute a waiver. Any waiver must be made in writing and signed by an authorized representative of the waiving party, e. Survival. All provisions survive termination or explrallon of this Amendment, except those requiring performance only during the term of a Statement of Services. % Microsoft as independent contractor. The parties are independent contractors. Customer and Microsoft each may develop products Independently without using the other's Confidential Information. g, Use of contractors. Microsoft may use contractors to perform Professional Services but will be responsible for their performance subject to the terms of this Amendment. h. insurance while performing Professional Services on Customer's premises. Microsoft will maintain Industry -appropriate insurance coverage at all times when performing Professional Services on Customer's premises under this Amendment via commercial insurance, self-insurance, or any other similar risl( financing alternative. Microsoft will provide Customer with evidence of coverage on request. i, Amendments. Any modification to this Amendment must be executed by both parties, except that Microsoft may change the Product Terms and Use Rights In accordance with the terms of the Agreement. Any additional or conflicting terms and conditions contained in Customer's purchase order are expressly rejected and will not apply. J. No transfer of ownership. Microsoft does not transfer ownership rights in any Product. The Products are protected by copyright and other intellectual properly rights, laws and 'international treaties, AmendmenlApp v4.0 CTM-FWK-CTC-AGR Bn Page 6 of 6 AGREEMENT # 1TARC-00930 LICENSED SUPPORT PROVIDER (LSP) AGREEMENT No. ITARC-00930 For MICROSOFT PRODUCTS AND SERVICES UNDER MICROSOFT EA NO. 8084445 COUNTY OF RIVERSIDE And INSIGHT PUBLIC SECTOR, INC. This Agreement is entered between the COUNTY OF RIVERSIDE, a political subdivision of the State of California, (herein referred to as "COUNTY"), and Insight Public Sector, Inc., an Illinois corporation authorized to conduct business in the State of California (herein referred to as "LSP") of Microsoft Licensing Solution Provider, effective from November 01.2024 and continues in effect through October 31, 2027, based on LSP's response to RFQ no. ITARC-532 for Microsoft products and services under Microsoft EA no. 8084445. The parties agree as follows: 1. All Terms and Conditions of this Agreement No. ITARC-00930 shall govern purchase of Microsoft products and services under Microsoft EA no. 8084445 by County through the LSP. 2. Period of Performance: This Agreement shall be effective from November 01.2024 and continues in effect through October 31, 2027, with the option to renew for an additional three-year period expiring on October 31, 2030, with no obligation by the County of Riverside to purchase any specified amount of goods or services. In addition, the County may at any time choose to transfer the enrollment from one LSP to another LSP pursuant to the transfer terms set by Microsoft. The period of performance for the enrollment with the LSP may be for up to a three-year term with the option to renew the enrollments with contracted LSP through the LSP contract expiration date. 3. Compensation The COUNTY shall pay the LSP for products at the cost as stated in Exhibit A, incurred in accordance with the terms of this Agreement. The COUNTY is not responsible for any fees or costs incurred above or beyond the contracted amount and shall have no obligation to purchase any specified amount of services or products. Non -Appropriations: The COUNTY obligation for payment of this Agreement beyond the current fiscal year end is contingent upon and limited by the availability of COUNTY funding from which payment can be made, and invoices shall be rendered "monthly" in arrears. In the State of California, Government agencies are not allowed to pay excess interest and late charges, per Government Codes, Section 926.10. No legal liability on the part of the COUNTY shall arise for payment beyond June 30 of each calendar year unless funds are made available for such payment. In the event that such funds are not forthcoming for any reason, COUNTY shall immediately notify CONTRACTOR in writing; and this Agreement shall be deemed terminated, have no further force, and effect. 1 Revision 1/06/2021 sEP 10 2024 3-Z AGREEMENT # ITARC-00930 4. Hold Harm iess/Indemnification: 4.1 LSP shall indemnify and hold harmless the County of Riverside, its Agencies, Districts, Special Districts and Departments, their respective directors, officers, Board of Supervisors, elected and appointed officials, employees, agents and representatives (individually and collectively hereinafter referred to as Indemnitees) from any liability, action, claim or damage whatsoever, based or asserted upon any services, or acts or omissions, of LSP, its officers, employees, subcontractor, agents or representatives arising out of or in any way relating to this Agreement, including but not limited to property damage, bodily injury, or death or any other element of any kind or nature. LSP shall defend the Indemnitees at its sole expense including all costs and fees (including, but not limited, to attorney fees, cost of investigation, defense and settlements or awards) in any claim or action based upon such acts, omissions or services. 4.2 With respect to any action or claim subject to indemnification herein by LSP. LSP shall, at their sole cost, have the right to use counsel of their own choice and shall have the right to adjust, settle, or compromise any such action or claim without the prior consent of County; provided, however, that any such adjustment, settlement or compromise in no manner whatsoever limits or circumscribes LSP indemnification to Indemnitees as set forth herein. 4.3 LSP obligation hereunder shall be satisfied when LSP has provided to County the appropriate form of dismissal relieving county from any liability for the action or claim involved. 5. Termination: 5.1 County may terminate this Agreement without cause upon thirty (30) days written notice served upon the LSP stating the extent and effective date of termination. 5.2 County may, upon five (5) days written notice terminate this Agreement for LSP default, if LSP refuses or fails to comply with the terms of this Agreement or fails to make progress that may endanger performance and does not immediately cure such failure. In the event of such termination, the County may proceed with the work in any manner deemed proper by County. 5.3 LSP rights under this Agreement shall terminate (except for fees accrued prior to the date of termination) upon dishonesty or a willful or material breach of this Agreement by LSP; or in the event of LSP unwillingness or inability for any reason whatsoever to perform the terms of this Agreement. 6. Alteration or Changes to the Agreement The Board of Supervisors and the County Purchasing Agent and/or his designee is the only authorized County representatives who may at any time, by written order, alter this Agreement. If any such alteration causes an increase or decrease in the cost of; or the time required for the performance under this Agreement, an equitable adjustment shall be made in the Agreement price or delivery schedule, or both, and the Agreement shall be modified by written amendment accordingly. 2 Revision 1/06/2021 AGREEMENT 9 ITARC-00930 7. Notices All correspondence and notices required or contemplated by this Agreement shall be delivered to the respective parties at the addresses set forth below and are deemed submitted two days after their deposit in the United States mail, postage prepaid: COUNTY Riverside County Information Technology Attn: Procurement Contract Specialist 3450 141h Street Riverside, CA 92501 8. Insurance LSP Insight Public Sector, Inc. Attn: Brittany Dunaway 2701 E. Insight Way Chandler, AZ 8528E SLEDContracts@insight.com Without limiting or diminishing the LSP'S obligation to indemnify or hold the COUNTY harmless, LSP shall procure and maintain or cause to be maintained, at its sole cost and expense, the following insurance coverage's during the term of this Agreement. As respects to the insurance section only, the COUNTY herein refers to the County of Riverside, its Agencies, Districts, Special Districts, and Departments, their respective directors, officers, Board of Supervisors, employees, elected or appointed officials, agents, or representatives as Additional Insureds. A. Workers' Compensation: If the LSP has employees as defined by the State of California, the LSP shall maintain statutory Workers' Compensation Insurance (Coverage A) as prescribed by the laws of the State of California. Policy shall include Employers' Liability (Coverage B) including Occupational Disease with limits not less than $1,000,000 per person per accident. The policy shall be endorsed to waive subrogation in favor of The County of Riverside. Policy shall name the COUNTY as Additional Insureds. B. Commercial General Liability: Commercial General Liability insurance coverage, including but not limited to, premises liability, unmodified contractual liability, products and completed operations liability, personal and advertising injury, and cross liability coverage, covering claims which may arise from or out of LSP'S performance of its obligations hereunder. Policy shall name the COUNTY as Additional Insured. Policy's limit of liability shall not be less than $2,000.000 per occurrence combined single limit. If such insurance contains a general aggregate limit, it shall apply separately to this agreement or be no less than two (2) times the occurrence limit. Policy shall name the COUNTY as Additional Insureds. C. Insurance Requirements for IT Contractor Services: LSP shall procure and maintain for the duration of the contract insurance against claims for injuries to person or damages to property which may arise from or in connection with the performance of Revision 1/06/2021 AGREEMENT # ITARC-00930 the work hereunder by the LSP, its agents, representatives, or employees. LSP shall procure and maintain for the duration of the contract insurance claims arising out of their services and including, but not limited to loss, damage, theft or other misuse of data, infringement of intellectual property, invasion of privacy and breach of data. Cyber Liability Insurance, with limits not less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by LSP in this agreement and shall include, but not limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations. If the LSP maintains broader coverage and/or higher limits than the minimums shown above, the County requires and shall be entitled to the broader coverage and/or higher limits maintained by the LSP. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the County. Policy shall name the COLTNTY as Additional Insureds. D. General Insurance Provisions — All lines: I ) Any insurance carrier providing insurance coverage hereunder shal I be admitted to the State of California and have an A M BEST rating of not less than A: VIII (A:8) unless such requirements are waived, in writing, by the County Risk Manager. If the County's Risk Manager waives a requirement for a particular insurer such waiver is only valid for that specific insurer and only for one policy term. 2) The LSP must declare its insurance self -insured retention for each coverage required herein. If any such self -insured retention exceeds $500,000 per occurrence each such retention shall have the prior written consent of the County Risk Manager before the commencement of operations under this Agreement. Upon notification of self -insured retention unacceptable to the COUNTY, and at the election of the Country's Risk Manager, LSP'S carriers shall either; 1) reduce or eliminate such self -insured retention as respects this Agreement with the COUNTY, or 2) procure a bond which guarantees payment of losses and related investigations, claims administration, and defense costs and expenses. 3) LSP shall cause LSP'S insurance carrier(s) to furnish the County of Riverside with either 1) a properly executed original Certificate(s) of Insurance and certified original copies of Endorsements effecting coverage as required herein, and 2) if requested to do so orally or in writing by the County Risk Manager, provide original Certified copies of policies including all Endorsements and all attachments thereto, showing such insurance is in full force and effect. Further, said Certificate(s) and policies of insurance shall contain the 4 Revision 1/06/2021 AGREEMENT # ITARC-00930 covenant of the insurance carrier(s) that a minimum of thirty (30) days written notice shall be given to the County of Riverside prior to any material modification, cancellation, expiration or reduction in coverage of such insurance. If LSP insurance carrier(s) policies does not meet the minimum notice requirement found herein, LSP shall cause LSP's insurance carrier(s) to furnish a 30 day Notice of Cancellation Endorsement. 4) In the event of a material modification, cancellation, expiration, or reduction in coverage, this Agreement shall terminate forthwith, unless the County of Riverside receives, prior to such effective date, another properly executed original Certificate of Insurance and original copies of endorsements or certified original policies, including all endorsements and attachments thereto evidencing coverage's set forth herein and the insurance required herein is in full force and effect. LSP shall not commence operations until the COUNTY has been furnished original Certificate (s) of Insurance and certified original copies of endorsements and if requested, certified original policies of insurance including all endorsements and any and all other attachments as required in this Section. An individual authorized by the insurance carrier to do so on its behalf shall sign the original endorsements for each policy and the Certificate of Insurance. 5) It is understood and agreed to by the parties hereto that the LSP's insurance shall be construed as primary insurance, and the COUNTY'S insurance and/or deductibles and/or self -insured retention's or self -insured programs shall not be construed as contributory. 6) If. during the term of this Agreement or any extension thereof, there is a material change in the scope of services; or, there is a material change in the equipment to be used in the performance of the scope of work; or, the term of this Agreement, including any extensions thereof, exceeds five (5) years; the COUNTY reserves the right to adjust the types of insurance and the monetary limits of liability required under this Agreement, if in the County Risk Management's reasonable judgment, the amount or type of insurance carried by the LSP has become inadequate. 7) LSP shall pass down the insurance obligations contained herein to all tiers of subcontractors working under this Agreement. 8) The insurance requirements contained in this Agreement may be met with a program(s) of self-insurance acceptable to the COUNTY. 9) LSP agrees to notify COUNTY of any claim by a third party or any incident or event that may give rise to a claim arising from the performance of this Agreement. 9. General: 9.1 This Agreement, including any attachments or exhibits, constitutes the entire agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous representations, proposals, discussions and communications, whether oral or in writing. This Agreement may be changed or modified only by a written amendment signed by authorized representatives of both parties. 5 Revision 1/06/2021 AGREEMENT # ITARC-00930 9.2 This Agreement shall be governed by the laws of the State of California. Any legal action related to the performance or interpretation of this Agreement shall be filed only in the Superior Court of the State of California located in Riverside, California, and the parties waive any provision of law providing for a change of venue to another location. In the event any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way. 9.3 The following documents are attached to and incorporated into this Agreement: Exhibit A: Scope and pricing. Exhibit B: LSP Reporting of Active Enrollments. Exhibit C: Microsoft LSP Participation Form. Exhibit D: Microsoft EA Benefits for Government Agencies. Exhibit E: Microsoft Enterprise Agreements and Amendments. El) Microsoft Enterprise Agreement No. 8084445. E2) Microsoft Select Plus Agreement No. 7756479, E3) Amendments No. 1- EA Custom Terms CTM (Document No. CTM-CPT-OPT-FWK) E4) Amendments No. 2- EA Custom Terms (Document No. CTM-FWK-CTC-AGR). 9.4 In the event of any conflict or inconsistency between the terms and conditions of this Agreement and any terms or conditions set forth in any of the attachments, purchase order(s), or other document relating to the transactions contemplated by this Agreement, the terms and conditions set forth in this Agreement shall prevail. 9.5 This Agreement may be executed in any number of counterparts, each of which will be an original, but all of which together will constitute one instrument. Each party of this Agreement agrees to the use of electronic signatures, such as digital signatures that meet the requirements of the California Uniform Electronic Transactions Act (("CUETA") Cal. Civ. Code §§ 1633.1 to 1633.17). for executing this Agreement. The parties further agree that the electronic signatures of the parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. Electronic signature means an electronic sound, symbol, or process attached to or logically associated with an electronic record and executed or adopted by a person with the intent to sign the electronic record pursuant to the CUETA as amended from time to time. The CUETA authorizes use of an electronic signature for transactions and contracts among parties in California, including a government agency. Digital signature means an electronic identifier, created by computer, intended by the party using it to have the same force and effect as the use of a manual signature. and shall be reasonably relied upon by the parties. For purposes of this section, a digital signature is a type of "electronic signature" as defined in subdivision (i) of Section 1633.2 of the Civil Code. 9.6 If the signatory or entity is a corporation, the signatures of two corporate officers (the 6 Revision 1/0612021 AGREEMENT # ITARC-00930 president, vice president, secretary, assistant secretary, Chief Financial Officer i.e. treasurer), or assistant treasurer) are required on the agreements. The signatures must be in the following combination: president or vice president and secretary, treasurer or CFO. For example, the signatures of a president and a vice president would be insufficient. If signed by a single corporate officer, a corporate resolution, authorizingthe he one officer to bind the corporation, signed„ by the Board of Directors of the corporation, is required. The corporate resolution must authorize the signatory to sign agreements on behalf of the corporation. If the entity is a limited liability company (LLC), the signatory is authorized signer as set forth in LLCs operating agreement. IN WITNESS WHEREOF, the Parties hereto have caused their duly authorized representatives to execute this Agreement. COUNTY OF RIVERSIDE, a political subdivision of the State of California By: (?Z� A' Chuck NWashington Chair of the Board of Supervisors 0 L. �w - .0 ATTEST: Kimberly Rector Clerk of the Board By: r uepvit APPROVED TO FORM: Minh C. Tran By: Paula lcido Deputy ounty Counsel Dated: -�- W 20 211 Revision 1/06/2021 INSIGHT PUBLIC SECTOR, INC., an Illinois corporation authorized to conduct business in the State of California. scoff-R-ig&.w(g By: 5( ott Fried Lander (Jul8 2024 )6 21 CDT) Name: Scott Friedlander Title: President Dated: J u l 8, 2024 SeP 10 2024 J? co DocuSign Envelope ID: 8F247AE4-28AE-481B-8F5A-FC77A475EFCD INSIGHT PUBLIC SECTOR, INC. an Illinois corporation Consent in Lieu of Special Meetine of the Board of Directors Pursuant to Section 8.45 of the Illinois Business Corporation Act of 1983 The undersigned, being all of the directors of INSIGHT PUBLIC SECTOR, INC., an Illinois corporation (the "Corporation"), acting pursuant to Section 8.45 of the Illinois Business Corporation Act of 1983, do hereby consent to the adoption of, and do hereby adopt, the following resolutions, effective as of January 1, 2023, and declare them to be in full force and effect as if adopted at a regular scheduled meeting of the Board of Directors of the Corporation: RESOLVED that the following persons are hereby elected to the following offices ofthe Corporation with such powers and duties as provided in the Articles of Incorporation and Bylaws of the Corporation, until the next annual meeting of the Board of Directors or until his or her successor(s) are duly qualified and elected: Scott Friedlander President Virginia Adams Treasurer Sharon Ennis Secretary Lisanne Steinheiser Global Compliance Officer RESOLVED that all business transacted by the Corporation, and all acts of the directors and officers of the Corporation with regard tothe transaction of such business by the Corporation since the organization of the Corporation, are hereby ratified, approved, andconfirmed. This consent shall have the same force and effect as the unanimous vote of all the directors of the Corporation at a meeting duly called, convened, and held in accordance with the Articles of Incorporation and Bylaws of the Corporation. In witness whereof, the undersigned have executed this written consent effective as of January 1, 2023. DIRE cc Igned by: -- Scott Frie an er ��Docu5igned by: Sharon �nhis 634134C2 Exhibit A Scope and pricing LSP's Scope and responsibilities AGREEMENT # ITARC-00930 The Licensed Support Provider (LSP) will resell all available Microsoft Licensed Support Provider (LSP) for Microsoft Master Microsoft Enterprise Agreement No. 8084445; Software Licensing, Software Support, Cloud Services such as Azure, Industry Solutions Delivery (ISD) formerly Microsoft Consulting Services (MCS), Microsoft Unified Support and Microsoft incident response. Microsoft Select Plus Agreement No. 7756479. 2. The agreement with LSP as a LSP of the Microsoft Products and Services under Microsoft EA No. 8084445 is available for use by the County of Riverside and governmental agencies within the State of California. The LSP will serve as the liaison between the political entity for enrollments under the Microsoft EA. 3. The LSP agrees to extend the same pricing, terms, and conditions to every political entity, special district, in the State of California. It is understood that other entities shall make purchases in their own name, make direct payment, and be liable directly to the LSP of their choosing; and County shall in no way be responsible to any LSP for other entities' purchases. 4. The LSP may remain the LSP for the Three 3-year duration of the Enrolled Affiliate's Enterprise Agreement Enrollment. All True -Ups during the 3-year enrollment (orders for new products, etc.) by Enrolled Affiliates are required to be submitted only through the Affiliate's selected LSP. Multiple LSP's cannot service a single Enterprise Agreement Enrollment. Enrolled Affiliate may at any time choose to transfer their current enrollment from one LSP to another LSP pursuant to the transfer terms set by Microsoft. 5. The Enrolled Affiliate shall work with the LSP to determine the annual payment, true -up commitment schedule defined in their enrollment. 6. Each Affiliate will communicate to the LSP the compensation terms applicable to their agreement. 7. The LSP will provide reports showing year to date annual spend according to Enrolled Affiliate's specifications. Frequency will be determined by each Enrolled Affiliate (ie: monthly, quarterly, etc.). 8. The LSP will provide reports of licenses purchased and added on to enrollment according to Enrolled Affiliate's specifications. (Intended for an enrollment that has licenses for multiple agencies within a governmental body - ie county. city, etc.) Frequency will be determined by each Enrolled Affiliate (ie: monthly, quarterly, etc.). 9. The LSP will provide, at the Enrolled Affiliate's request, a licensing portal that allows the tracking of licenses beyond the capabilities of the Microsoft VLSC. This portal will show, but not be limited to, all licenses on the current enrollment, quantities of said licenses, track licenses at department/agency levels, transfer licenses to and from each department/agency, and have reporting functional ities. 8 Revision P06/2021 AGREEMENT # ITARC-00930 10. The LSP will provide training to the Enrolled Affiliate's Microsoft administrators on Microsoft portals such as the VLSC, Office 365, Azure, etc. within 30 days of receiving a purchase order for such products that introduce a new portal. LSP should outline what aspects of training they feel would be beneficial in their proposal. 11. The LSP will provide documentation to the Enrolled Affiliate within 90 days of when Microsoft has made a change to a license and advise of any grandfather or conversion rights within that same timeframe. 12. The LSP will provide a short synopsis of why an amendment is needed and the ramification of each amendment to an enrollment at the time of such amendment. 13. The LSP will provide an updated price list on an annual basis or when Microsoft changes price point, whichever is sooner, in an Excel spreadsheet to the Enrolled Affiliate. This price list must capture, at minimum, the following categories for each product: SKU, product description, MSRP, NET (Level D), LSP's uplift and contracted unit price. 14. The LSP shall provide a list of enrollments. The list of enrollments is due 30 days after the contract signature and on January 15th of each calendar year during the agreement period. This list will include the agency name, contact person, email and phone number and annual spend. The intent of this is to track how many agencies within the State of California piggyback off of the Master Agreement. 15. For any new enrollments entered into starting November 1, 2024, the LSP will be charged 1.00% of the annual enrollment sales amount to leverage the Riverside County Master Microsoft Agreement No.8084445, and Select Plus Agreement No.7756479, which includes Software Licensing, Software Support, Cloud Services such as Azure, Industry Solutions Delivery (ISD), Microsoft Consulting Services (MCS), Microsoft Unified Support and Microsoft incident response. Existing enrollments entered into prior to October 31, 2024 will be charged a 0.5% administrative fee. This administrative fee will be an annual fee, per enrollment inclusive of Affiliates Shadow Enrollments. 16. The Servicing LSP shall provide Microsoft Enterprise Support Services from Microsoft to assist customers leveraging this contract vehicle in operation of the technology acquired and assist Riverside Master Participants in maximizing the benefits of this investment. 17. The Servicing LSP shall provide the ability to for the acquisition of Microsoft services as the demand for individual product services or capabilities expand. The servicing LSP shall provide services to include Microsoft Unified, Industry Solutions Delivery (ISD), and Microsoft incident response. The Servicing LSP will have a valid Microsoft Master Services Agreement on file with Microsoft in order to resell Microsoft Unified Support, and Industry Solutions Delivery (ISD). Additionally, the contractor shall provide Microsoft dedicated Technical Support representatives and subject matter experts provided via the Microsoft enterprise agreement to support and assist Riverside County master participants in analyzing, architecting, implementing, managing, and operating solutions based on the licenses previously acquired or to be purchased in accordance with the terms of the Microsoft enterprise licensing program. 9 Revision 1/06/2021 AGREEMENT # ITARC-00930 18. LSP will be responsible for submitting a completed "Reporting of Active Enrollments" by January 15th of each year for the prior calendar year. 19. The County of Riverside Information Technology (RCIT) will invoice the Awarded LSP annually based on the enrollments verified from LSP Reporting of Active Enrollments. 20. Payment is due to Riverside County Information Technology thirty (30) days from invoice date. 21. The administrative fee shall not be included as an adjustment to LSP's Master Agreement pricing. 22. The administrative fee shall not be invoiced or charged to the Enrolled Affiliate. 23. Administrative fee checks shall be submitted to: Riverside County Information Technology Attn: Accounts Receivable 3450 14th Street, 4th Floor Riverside, CA 92501 10 Revision 1/06/2021 AGREEMENT # 1TARC-00930 Pricing: 1. Microsoft Enterprise License Subscription and services Item Description Price Level o Markup /o Enterprise Online Services" (including Full USLs, From SA USLs, Add-ons and Step Ups) M365 E3 and E5, Enterprise Level D 1.75 Mobility + Security E3 and E5, Office 365 Enterprise El or E3, Windows 10 Enterprise E3 or E5. Enterprise Products (Office 365 Pro Plus, Windows 10 Level D 1.75 Enterprise, Core CAL Suite, Enterprise CAL Suite). Additional Products (M365 F1, M365 E5 Compliance, M365 E5 Security, Office 365 Enterprise F I, Project Online, Visio Level D 1.75 Online Plan 1 or Plan 2, Dynamics 365, Azure, SQL Server, Windows Server, etc). Server and Tools Product (applies to Server and Cloud Enrollments only) SharePoint Server, SQL Server, BizTalk Level D 1.75 Server, Visual Studio, Core Infrastructure Suites, etc. Al] products for Select Plus Agreement No.7756479. 2.00 Microsoft Unified Support Services 2.50 Microsoft Consulting Services 2.50 Microsoft Incident Response 2.50 2. License Support Provider (LSP) Solution Area Specific Capability: Solution Area Specific Capability Number Customer Size Reference? Number of successful customer production All sizes mail deployments/migrations? 500+ including public Yes sector agencies Number of successful customer production All sizes SharePoint deployments/migrations? 500+ including public Yes sectoragencies Number of successful customer production All sizes Teams deployments/migrations? 100+ including public Yes sector agencies Number of successful customer production All sizes Teams Voice deployments/PBX migrations? 100+ including public Yes sector agencies Number of people with specialized expertise All sizes on technologies listed above 1000+ including public Yes sector agencies 11 Revision 1/06/2021 AGREEMENT # ITARC-00930 3. License Support Provider (LSP) service rates: Data and Artificial Intelligent Certified Competency (Yes/No) Hourly Rate (On Premise Build Intelligent Apps Yes $1504275 Build Intelligent Agents Yes $150-$275 Machine Learning Yes $150-$275 Internet of Thins Yes $150-$275 Globally distributed data Yes $150-$275 OSS Databases Yes $150-$275 Cloud Scale Anal tics Yes $150-$275 Data Platform Modernization to Azure Yes $150-$275 Windows Server on Azure Yes $150-$275 Security & Management Yes $1504275 Datacenter Migration Yes S 150-$275 Modern Business Intelligence Yes $1504275 Copilot Yes $150-$275 Biz Apps Customer Service Yes $150-$275 Field Service Yes $150-$275 Marketing No NA Talent No NA Finance and Operations Yes S1504275 Business Central Yes $150-$275 Power Apps Yes $150-$275 Power BI Yes $150-$275 Apps. and Infrastructure Azure Stack Yes $150-$275 High Performance Compute No NA Cloud Native Apps using Serverless Yes $150-$275 Modernize Apps Yes $150-$275 SAP on Azure No NA Linux on Azure Yes $150-$275 Dev O s Yes $150-$275 Business Continuity & Disaster Recovery Yes $1504275 Windows Server on Azure Yes $150-$275 & Management Yes $150-$275 —Security Datacenter Migration Yes $150-$275 Modern Workplace User Adoption & Change Management Yes $150-$275 Security Yes $150-$275 GDPR & Compliance Yes $150-$275 Teamwork Yes $150-$275 Calling & Meetings Yes $150-S275 Modern Desktop Yes $150-S275 Office 365 Migration Assistance Yes $150-S275 Mail Yes $150-S275 Teams Yes $150-S275 SharePoint Yes $150-$275 OneDrive Yes $150-$275 12 Revision 1/06/2021 AGREEMENT 9 ITARC-00930 Exhibit B LSP REPORTING OF ACTIVE ENROLLMENTS MICROSOFT ENTERPRISE AGREEMENT No. 8084445 LSP Name Company name RIVCO Contract ID TBD Master Enrollment Enrollment Number: Enrollment Entity: start Date: End Date: Annual Sales Reporting Term: Calendarrear Enrollment Contact: Enrollment Contact Email: Enrollment Contact Tel: Cnuo;y u: Riverside XX/XX/ XXXX XX/XX /XXXX John Doe 13 Revision 1/0&2021 AGREEMENT # ITARC-00930 Exhibit C MICROSOFT LSP PARTICIPATION FORM JIM SMITH Chief Information Officer DARRYL POLK Chief Techndogy O}ricer TRACY TILLMAN Deputy Director Admin - FT ANTHONY CHOGYOJI Chief Infonnatlon Scurlty Officer RCIT MARTIN PEREZ, ACIO Enterprise Appl,catEons Bureau GUSTAVO VAZQUEZ, ACIO Converged Communfeauons Bureau KARAN CHANDRAN, ACIO Technology Services Bureau Microsoft LSP Participation Fonii (RFQ # UARC-00532 Attachment 2) Complete this form and retum to: Payment should be made to: Riverside County Information Technology Attention: Linda Fakhouri 3450 14th Street, Fourth Floor E-mail: Ifakhoun®nvco.ora Riverside, CA 92501 County of Riverside TIN #: 95-6000930 Company Name Insight Public Sector, Inc. Name: _Scott Friedlander Title: SVP Public Sector Address: 2701 E. Insight Way City: Chandler Zip Code:85286 Telephone #: 301-233-2392 Fax 0: Email Scott.Friediander Minsight con) The County of Riverside is the host of the Microsoft Master Agreement No. 8084445_ Ail questions regarding the products and licensing should be directed to Microsoft. By signing below. I am agreeing to pay the participation fees for each enrollment ft at is established by leveraging the County of Riverside Master Agreement in accordance to the schedu!e referenced on RFO it ITARC-00532 and any subsequent contracts and i or amendments. By signing below. I also agree that all enrollments will be submitted to Microsoft direct to report enrollment activity and comply to the payment schedule per RFQ 2 ITARC-00532 to Riverside County information Technology. Please reference the remittance Enformat+on above for where to send the payment Failure to comply may result in the award being rescinded Signature Scott Friedlander Printed Name Signature: $4oi irr�dLl�td.r Email: scott.friedlanderLWinstghtcom 5/2/2024 Da to iP5 SVP Title 14 Revision 1ID612021 AGREEMENT # ITARC-00930 Exhibit D Microsoft EA Benefits for Government Agencies El Reduced Paperwork Reduced number of separate documents to review — by consolidating amendments into a single document. Many of the amendments previously required are now built into the enrollment document. Customers utilizing the County of Riverside EA Master Agreement may choose either an Enterprise Enrollment or a Server and Cloud Enrollment (or both) depending on their needs. E2 Standard Pricing Across all platforms Microsoft will provide LSP's (authorized EA LSPs on this contract) with Government Level-D, pricing off of published "LSP cost" all platforms. Azure discount is a factor of the consumption rate. This will make it easy when calculating New, Additional product, and True -up purchases at the beginning or during your Enterprise Agreement Term. It also reduces possible confusion among partners. E3 No charge Onboarding Services Microsoft assisted onboarding is now a benefit of Office 365, Microsoft Intune, Azure AD Premium and Azure RMS. Eligible customers will receive guidance from a dedicated group of onboarding experts known as the Microsoft FastTrack Center (FTC) to onboard to these services. The FTC uses an onboarding approach known as FastTrack to help you, your IT Team, and or Partner, confidently onboard new users and capabilities. Programs are subject to change and/or evolve. E4 No Charge Security Incident Assistance Microsoft will engage special security teams in the event of an exploit if your organization leverages Microsoft security technologies as part of your enterprise agreement commitment. These teams will help you identify and stop the malicious attack and triage the incident. See your Microsoft Sales Executive for more details. E5 Raise and lower commitment for hosted services during the Enterprise Agreement Period You can raise your commitment for hosted services like 0365, CRM, Azure during the current EA year and only commit to the remaining months in that year. Example: your anniversary for your Year-2 term is in November and your adding 100 Office 365 users in May. You will only be obligated to pay for the 6 months leading to your anniversary. Additionally, you can now true -down hosted services at your anniversary to the original commitment level as well. E6 Additional Software Assurance benefits • With New Version Rights, you can upgrade each Microsoft product license that is covered by active Software Assurance to the most recent version for no additional cost. When a new version of Microsoft Office is released during the term of your agreement, your licenses are automatically upgraded to the new version. • Office Roaming Use Rights: Help expand end -user productivity and extend the value of your virtual desktop environment with Office Roaming Use Rights, which lets users with Software 15 Revision 1/06/2021 AGREEMENT # ITARC-00930 Assurance on Office, Project, or Visio remotely access their software on their virtual desktops from third -party devices. • Spread Payments: Spread the costs of your License and Software Assurance purchase across three equal, annual sums versus one up -front payment to help reduce initial costs and aid in forecasting annual software budget requirements up to three years in advance. When you use the Spread Payments benefit, no interest or additional fees are incurred. You may also consider Microsoft Payment Solutions to help finance your technology needs, including software, services, partner products, and hardware. Although Microsoft Payment Solutions is not part of Software Assurance, you can choose it separate from, or in addition to, the Spread Payments benefit to create a customized payment structure. • Step -Up Licensing: Volume Licensing customers with Software Assurance can migrate from a lower edition to a higher edition software product while maintaining their Software Assurance coverage on a given product. The Step-up License makes it easier for you to move from a lower level edition to a higher -level edition without incurring the full cost of licensing two separate editions of the software. More information about the Software Assurance by products as listed above can be found at: https://www.microsoft.com/en-us/Licensing/licensing-programs/software-assurance-bV- rp oduct.aspx?83ffdda4-a263-4123-9752-1122538cOa96=True 16 Revision 1/0612021 2.Insight Public Sector Inc.- LSP ITARC-930-FINAL Final Audit Report Agreement no. 2024-07-08 Created: 2024-07-08 By: Penny Musser (Penny,Musser@insight.com) Status: Signed Transaction ID: CBJCHBCAABAAHeMbvMzZrepnbpxmYGjzjidgJ_gwM8ZQ "2.lnsight Public Sector Inc.- LSP Agreement no. ITARC-930-Fl NAL" History Document created by Penny Musser (Penny.Musser@insight.com) 2024-07-08 - 4:36:50 PM GMT- IP address: 20.94.5.128 Document emailed to scott.friedlander@insight.com for signature 2024-07-08 - 4:38:04 PM GMT Email viewed by scott.friedlander@insight.com 2024-07-08 - 8:20:35 PM GMT- IP address: 108.51.31.121 Ao Signer scott.friedlander@insight.com entered name at signing as Scott Friedlander 2024-07-08 - 8:21:07 PM GMT- IP address: 108.51.31.121 00 Document e-signed by Scott Friedlander (scott.friediander@insight.com) Signature Date: 2024-07-08 - 8:21:09 PM GMT - Time Source: server- IP address: 108.51.31.121 10 Agreement completed. 2024-07-08 - 8:21:09 PM GMT 0 Adobe Acrobat Sign AGREEMENT ## ITARC-00930 Exhibit E Microsoft Enterprise Agreements and Amendments El) Microsoft Enterprise Agreement No. 8084445. E2) Microsoft Select Plus Agreement No. 7756479. E3) Amendments No. l- EA Custom Terms CTM (Document No. CTM-CPT-OPT-FWK) E4) Amendments No. 2- EA Custom Terms (Document No. CTM-FWK-CTC-AGR). 17 Revision 1/06/2021 w Program Signature Form N1:W1vIBSA rr.inihpr Flare?men[ numher F a Y+14 S Volume UCt''nsing 004-kayleed-S-04 Note: Enter the applicable artive numbers nstioci;jled v ilh the documents below, Microsoft requims the associated active number be indicated here, or listed below as new. For the purposes of this form, 'Customer" can mean the shining entity, Enrolled Affiliate, Government Partner, Institution, or other party entering into a volume licensing program agreement. This signalwe form and all conlracl documents identified In the table below are entered into between the Customer and the Microsoft Affiliate signing, as of the effective date identified below. � � � ,yy:'- : gip, .;•j.' .rl�' `. ` r . � � � ,� �,,,=„��:. f.�:.`i Enterprise A reernent X20.10209 <Choose A reernent%' DOCUment Number or Code <Choose Agreement.- Document Number or Code <Choose Nreemenl> _ Document Number or Code <Choose Agreement> _ <Choose EnrallmentlRe istration> Document Number or Code - Document Number or Code <Choose EnrollrnentlRe islratiun> Document Nruarber or Code <Choose Enrollment/Resistration> I Document Number or Code <Choose EnrollmentlRe istration> 1 Document NUrnber or Code <Choose Enrol lment/Registration> _ Amendment to Contract Documents Document Number or Code CTM-CPT•OPT'-FWK {ne.v} I By signing below. Customer and the Microsoft Affiliate agree that both parties (1) have received, renal and understand the above contract docuinenls, 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 `(m��e tity name)* County of Riverside Signature.' Printed First and last Name' R�rr (,i r-d #l�A Printed Title s r P/OCttr_e&l,E Kr trofa C1C�1-�ai��Cris �r Siynahrre Data' D S lax ID indicales inquired yield 4 Pur�r.3w5iynFn rnSWt5 iigryrprA,LalVrr:yExBHA.MLIt£NG1(Hug"c71•Ij F"ug4 1 61 2 rU 7, of, n:I 11•IuiuuV)i:ild 3.FN l'J Hti LJyd$uy�ei bN?[uL`I$S"\ LLAO,l.11'�i$u+0 ruiuj i I { vsn LE' I. I.• l 15G8 ePOfkaN 'ouaZl OLZ y1!nS 'peo?J I!atJ Dobq OUTS eoi-1 aumlaA ' 1.,9 1dz0 itopl.todloa Jlosola.iw MOO uo!Jeu,llJuoa a anraoaJ II!?A JawaJsnn� 'jjosoa3!Vj Aq palnoaxa AllnJ Si utJoJ ejnleufi!s alit uayrA ssaippe Bul-oltoj a41 of luayl 1!uigns Jsnul ot{M 'Jabeueul junaoae ]JQSO.PiN 10,M14JI'd lauump s,JawolsnD of slualunooa lic)1woo a41 PIM li Puas 'Jaluuts110 v41 Aq POUBIS s! LUJOI GA)II uti!s S!LJ! Ja11t1 uiJol alnleu5is suJl ltyA (s)wjol 3leudou!de dyl apnpul sluawlloJu-3 sno!nacd ald!llnul F,Inuoclaa s! >o 's1OLluoa leuorj! a •e!paui leo!sAud salinbaa.1au1ojs11O JI 1- uy (jdixrua.r sajej)vlr! . ,alep a.lnleuBis all!i Pa111!.Id ,auleN J5e-1 putt lsJ!J PalUild willeuFils ,(aureu A111ua jeGal aq lsnul) 14!lug p eweN Afar) rre.,mhar sa1t:'ort1in ,aje❑ ainjeu6!S i 311!i polurnd ,au'EN lse-1 JIle jsh-A P31ul.Jd ,aanleufrrS ,(autleu AMUO lefial aq Jsnui) Al!1u3 Jo 84UUN (apeailddt ]I) Ginjellr?19 jawnosj110 JO aJn)oufiIs Jdlllojsno puZ 1e11011do 0',3 }}OSO� I Q� }( 47:p@ �;n{EUMS s tJrrrn. rlrt [irr l ,udiay, ay Ecaj U01a810 I c.i ! ale(] aA1j73jJR 111a111ABAV }o )le�jeq u �ezuol�} y I Cl l - --- - - ways I - (Sl•°df5131VnGa Dl��l'J1V ll�s^,Jqn? alPp1 6tU Z 9I1v aleo a1njuu1 !s 3N!.i PolulAd Longo dJOC) UOSOJD1W i aweN Ise-1 pue 1s1!A palu!ad ., a'hlljelifi!5 uo!jeeod�a� jJosoialjN Amendment to Contract Documents AgiCCnrpsR rd,jintir:r Volurne Licensing 004-kayleed•S-04 This nrnendmerit rArnendinenl") is entered No between the parties icientifiedon the attached progmin signature form, It amends the EnroIInlenl or Agreemeiit identified above. All terms used litl not clef ined in this Amendment veil[ have the same meanings provided in that Enrollment or Agreement. Enterprise Agreement Custom Terms CTM 1, Section fa, Tern-", is hereby amended and restaled as follows: a. Terre, The term of this Agreement will rornain in effect unless terminated by eilher party n described belcA-j. Each Eneallmenl will have the term provided in that Fnrnllmcnt. 2. The pricing that 10icrosofl will offer Enrolled Affili:rle's Resellei for Enrollinenls effective between November 9, 2019 thrailgh October 3-1, 2021. and that will apply for the entire initial lean of such Entolllnenls, is an follows_ , Product Price Examples include but are not limited to Level the following": Enterprise Online Services" Level D PA365 123 and E5, Enterprise Mobility + (including Full USLs. I-rorn SA minus 2% Secuiily E3 and E5, Office 365 Enterprise USLs, Add ons acid Step Ups) Level D E 1 or E3, Windows 10 Enterprise E3 or E5 Office 365 Pro Plus, Vtrindasys 10 Enterprise Products Enterprise, Core CAL Suite, Enterprise CAL Suite Additional Products Level D M365 F1, M365 E5 Compliance, M365 E5 SCcurily, OMM 365 Enterprise Fi, Projcct Online. Visio Online Plan 1 or Plan 2, Dynamics 365, .Azure, SOL Server, Windows Server, etc. Server and Tools Product Level D Shar£Poinl Server, SOL Server, 8izTalk Server, ViSri:rl Studjo, Core Infrastructure (applies to Server and Cloud Suites, etc. Enrollments only) IIrt e>'anrulex include u.dure serviCW%tli:it dre availairledo elil-v the ccrnnrt bar ar ciuvernrnsnf dcnid Oering :, " Qe inli`yinn F, niPrlxisP ClnllnP. Service': MP.. rrWrrrirred In lhr! nrctdkic-.TPrns vriih IhF cap a�krd c1 'Ft]' in the for 'F iovorr, Avirlubiky". alit- io-Lpu u! Entuipiise ClAirre :services is sv`jje::t tc cha-,ge ar Enle,pr°se Online t' ervi[rx are added uodr tedvrersed ar ern6v d from thz Cnlerurise preglarn elterin(r Exc[usians apply to the additinml 2% disrorint on Enterprise Online Servires as follows: fumn0ilcritApu v4 9 C1fol-CPT-UPT-Fr1, K 90 emir I or • The price list month that applies to an order is not a factor in determining whether the addilional2% discour►i on Enterpilse Online Services may be applied to an order-- Tile only applicahle factor is the, effective date of the Enrollment. • The disGouni doe, not apply to any extensions rat the initial Terrn or renewal Enrollments • Ttie discnunl noes not apply to any prrnnolional SKUs. Enrolled Af hale is eiltit[ed In the lager of the promotional price or discounted price. The price level that applies to Enrollrnews, effective on ui after Nuvemher 1, 2C21 is level C for all Nrodurts. - , The Roseller and 11te Enrolled Affiliate will determine the Enrolled Affiliate's actual price and piynieni.lcnns. Except for changes made by This Amendment, the Enrollrnenl or, Agieemenl identified above remains unchanged and in full force and affect If there is any conflict between any provision in this Amendment and any piovisiori in Ilip Enrollment or Agreement idenlified above, this Amnndrnerii Shall control. Phis Amendment must he attached to a signature form to be valid. Microsoft Internal Use I Riverside County CA Amend 8.7,docx I C:nl I cT M-CP'l'-OPT-I'VVK I UD ,\niPrimpi-Opri v'I a r,TTJ-rPT-+`Pr-FIPIK fan 7 of 0 Enterprise Agreement State and Local Not for Use with P,iirrasoft nrisi imss Agreemvrit r1r Pdk:riasnft Rminrrst :arA tiervictts AUIt-wilwil This Microsoft Enterprise Agreement ("Agreement") is entered into between the entities identified on the signature form. Effective date. The effective dale of this Agreement is the earliest effective date of any Enrollment entered into under this Agreement or the date Microsoft accepts this Agreement, whichever is earlier. This Agreement consists of (1) these Agreement terms and conditions, including any amendments and the signature foim and all attachments identified therein, (2} the Product Terms applicable to Products licensed under this Agreement, (3) the Online Services Terms, (4) any Affiliate Enrollmerll entered into under this Agreement, and (5) einy order submitted under this Agreement. r Please note: Documents referenced in this Agreement but not attached to the signature form may be found at littp..//%,mwinicrosafl.com/licesisinrl;contracts and are incorporated in Ihis Agreement by reference, including the Product Terms arid Use fights. These documents may contain additional terms and conditions for Products licensed under this Agreement and may be changed from tirne to time. Customer should review such documents carefully, both at the time of signing and periodically thereafter, and fully understand all terms and conditions applicable to Products licensed Terms and Conditions 1. Definitions. "Affiliate" means With regard to Customer, i (1) any government agency, department, office, instrumentality, division, unit or other entity of the state or local government that is supervised by or is part of Customer, or which supervises Customer or of which Customer is a part. or which is under common supervision with Customer; (fi) any county, borough, commonwealth, city, municipality, town, township, special purpose . district, or other similar type of governmental instrrmtientalily established by the laws of Customer's state and located within Customers state jurisdiction and geographic boundaries; and (iii) any other entity in Customer's state expressly authorized by the laws of Customer's slate to purchase under, state contracts; provided that a state and its Affiliates shall not, for purl)os©s of this definition, be considered to be Affiliates of the federal government and its Affiliates; and r b, with regard to Microsoft, any lergal entity thal Microsoft owns, that owns Microsoft, or that is under common ownership with Microsoft, "Customer` means the legal entity that has entered into this Agreement will) Microsoft I "Customer Data" means all data, including all text, sound, software, image, or video files that are provided to Microsoft by, or on behalf of, an Enrolled Affiliate and its Affiliates through use of Online Services. "day" means a calenclar day, except for references that specify "business day'. "Enrolled Affiliate" means an entity, either Cuslorner or any one of Customer's Affiliates that has entered into an Enrollment under this Agreement. I:A20141 Ptcue r of I i Uocutpenr X1r1-10M., "Enrollment" means the document that an Enrolled Affiliate submits under this Agreement to place orders for Products "Enterprise" means an Enrolled Affiliate and the Alhliates for which it is responsible and chooses on its Enrollment to include in its enterprise. I "Fixes" means Product fixes, modifications or enhancements, or their derivatives, that Microsoft either releases generally (such as Product service Ipacks� or provides to Customer to address a specific issue. "License" means the right to download, install, access and use a Product. For certain Products, a License may be available on a fixed terns 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 Terms" means the additional terms that apply to Customer's use of Online SeiV{CeS published on the Volume Licensing Site and'updated from time to time. "Product" means all products Identified in the Product Tenns, such as all Software, Online Services and other web -based services, including pre-release or beta versions. "Product Terms" means the document that provides information about Microsoft Products and Professional Services available through volume licensing. The Product Terms document is published on the VOILIMe Licensing Site and is updated from time to time. "SLA" means Service Level Agreement, which speclfies the minimum service level for Online Services and is published on the VOIrlme Licensing Site, "Software" means licensed copies of Microsoft software identified on the Product Terms. Software does not include Online Services, but Software may be part of an Online Service, "Software Assurance" is an offering by Microsoft that provides new version rights and other benefits for Products as further described in the Producl'Terms. 'Trade Secret" means information that is n6t generally known or readily ascertainable to the public, has economic value as a resull, and has been subject to reasonable steps under the circumstances to mainlaln its secrecy. I "use" or "run" means to copy, install, use, act ess, display, run or otherwise interact. "Use Rights" means the use rights or terms of service for each Product published on the Volurne Licensing Site and updated from time to time The Use Rights supersede the terms of any and user license agreement that accompanies a Product. The Use Righti for Software are published by Microsoft in the Product Terms. The Use Rights for Online Services are published in the Online Services Terms. 'Volume Licensing Site' weans or a successor site. 2. How the Enterprise program works. a. General. The Enterprise program consists of the lerms and conditions on which an Enrolled Affiliate may acquire Product Licenses. Under the Enterprise program, Customer and its Affiliates may order Licenses for Products by entering into Enrollments. b. Enrollments. The Enterprise program gives Customer and/or its Affiliates the ability to enter into one or more Enrollments to order Products, Subscription Enrollments may be available for some of these Enrollments. i4olwithstanding any other provision of this Agreement, only Enrolled Affiliates identified in an Enrollment will be responsible for complying with the terms of that Enrollment, including the terms of this Agreement incorporated by reference in that Enrollment. F11 WGXj[(W'j)til L.(FN(;XNav2D1h) Page 2 of 11 poriunevI X20.10209 c. Licenses. The types of Licenses available are (1) Licenses obtained under Software Assurance (L&SA), and (2) 5ub'scription Licenses. These License types, as well as additional License Types, are further described in the Product List. 3, Licenses for Products. a. License Grant_ Microsoft grants the Enterprise a non-exclusive, worldwide and limited right to download, install and use software Products, and to access and use the Online Services, each in the quantity ordered under an Enrollment. The rights granted are subject to the terms of this Agreement, the Use Rights and the Product Terms. Microsoft reserves all rights not expressly granted in this Agreernenl b. Duration of Licenses. Subscription Licenses and most Software Assurance rights are temporary and expire when the applicable Enrollment s terminated or expires, unless the Enrolled Affiliate exercises a buy-out option. which is available forsome Subscription Licenses. Eycept as otherwise noted in the applicable Enrollment or Use Rights, all other Licenses become perpetual only when all payments for that License have been made and the initial Enrollment term has expired. Applicable Use Rights. s (i) Products (other than Online Services). The Use Rights in effect on the effective dale of the applicable Enrollment term VAI apply to Enterprise's use of the version of each Product that is current at the time. For future versions and new Products, the Use Rights in effect when those versions and Products are first released will apply. Changes Microsoft makes to the Use Rights for a particular version will not apply unless the Enrolled Affiliate chooses to have those changes apply. The Use Rights applicable to perpetual licenses that were acquired under a previous agreement or Enrollment are determined by the Agreerrrent or Enrollment under which they were acquired. Renewal of Software Assurance does not change which Use Rights apply to those Licenses, (li) Online Services. For Online Services, the Use Rights in effect on the subscription start dale will apply for the subscription term as defined in the Product Terrns. Downgrade rights. Enrolled Affiliate may use ai i eartier version of a Product other than Online Services than the version that is current on the effective date of the Enrollment. For Licenses acquired in the current Enrollment term, the Use Rights for the current version apply to the use of the earlier version. If the eailier Product version includes features that are not in the new version, then the Use Rights applicable to the earlier version apply with respect to those features. e. New Version Rights under Software Assurance. Enrolled Affiliale must order and maintain continuous Software Assurance cov.erage for each License ordered. With Software Assurance coverage, Enterprise automatically has the right to use a new version of a licensed Product as soon as it is released, even if Enrolled Affiliate chooses not to use the new version immediately (i) Except as otherwise permitted tinder an Enrollment, use of the new version will be subject to the new version's Use Rights (4) If the License for the earlier version of the Product is perpetual at the time the new version is released, the License for the new version will also be perpetual. Perpetual Licenses obtained through Software Assurance replace any perpetual Licenses for the earlier version. f. License confirmation. This Agreement, the applicable Enrollment, Enrolled Affiliate`s order confirmation, and any documentation evidencing transfers of perpetual Licenses, together with proof of payment, will he Enrplled Affiliate's evidence of all Licenses obtained under an Enrollment. iiA201fia•gr(US)SLG{I NG)(NGv2OI6) page 3 61 11 i DockmicrA X20• ] J1U3 g. Reorganizations, consolidations and privatizations. If the number of Licenses covered by -an Enrollment changes by more than ten percent as a result of (1) a reorganization, consolidation or privalizatiori of a+1 entity or an operating division, (2) a privatization of an Affiliate or an operating division of Enrolled Affiliate or any of its Affiliates, or (3) a consolidation including a merger with a third party that has an existing agreement or Enrollment, Microsoft will work with Enrolled Affiliate in good faith to cielplmine how to arcommodate its changed circumstances in the context of This Agreement. 4. Making copies of Products and re -imaging rights. a. General. Enrolled Affiliate may male as many copies of Products, as it needs to distribute them within the Enterprise. Copies muc-t be true and complete (indtiding copyright and trademark notices) from master copies obtained from a Microsoft approved fulfillment source Enrolled Affiliate may use a third party to make these copies, but Enrolled Affiliate agrees it will be responsible for any third party's actions. Enrolled Affiliate agrees to make reasonable efforts to notify its employees, agents. and any other individuals who use the Products that the Products are licensed from Microsoft and subject to the terms of this Agreement. b. Copies for traininglevatuation and back-up. For all Products other than Online Services, Enrolled Affiliate may: (1) use by to 20 cornplimenlary copies of any licensed Product in a dedicated training facility on its premises for purposes of training on that particular Product, (2) use up to 10 complimentary copies of any Products for a 60-day evaluation period, and (3) use one complimentary copy of any licensed Product for back-up or archival purposes for each of its distinct geographic locations. Trials for Online Services may be available if specified in the Use Rights. c. Right to re -image, in certain cases, le -imaging is permitted using the Product media. If the Microsoft Product is licensed (1) from an original equipment manufacturer (OEM), (2) as a Full packaged Product through a retail source, or (3) under another Microsoft program, then media provided under this Agreement'praygenerally be used to create images for use in place of copies provided through that separale source. This right is conditional upon the following: (i) Separate Licenses must be acquired from the separate source for each PlOduct that is re - imaged. (11) The Product, language, version, and components of the copies made mull be identical to [tie Product, language, version, and all components of the copies they replace and the number of copies or instances of the re -imaged Product permitted remains the same. (Ili) Except for copies of an operating system and copies of Products licensed under another Microsoft program, the Product type (e C., Upgrade or full License) re -imaged must be identical to the Product type licensed from the separate source. (iv) Enrolled Affiliate must adhere to any Product -specific processes or requirements for re - imaging identified in the Product Terms. Re -imaged Products remain subject to the terms and use rights of the License acquired from the separate source. This subsection does not create or extend any Microsoft warranty or support obligation. 5, Transferring and reassigning Licenses. a. License transfers. License transfers are not permitted, except that Customer or an Enrolled Affiliate may transfer only fully -plaid perpetual Licenses to, (I) an Aft iliale, or (ii) a third party solely in connection with the transfer of hardware or employees to whonz the Licenses have been assigned as part of (A) a privatization of an Affiliate or agency or of an LA2ot6Agr(11u,1$LG(Et,Jr;,;INoV241G) Poge 4 or 11 uacmncul x2c',10211D operating division of Enrolled Affiliate or an Affiliate. (B) a reorganization, or (C) a consolidation. F Upon such transfer, Customer 'or Enrolled Affiliate must uninstall and discontinue using the licensed Product and render any copies unusable. b. Notlficatlon of I_ireitse'Trarlsfer. Enrolled Affiliate exist notify Microsoft of License transfer by compleiing a license transfer form, which can be obtained from httQ:llwwvLmicro50(1.COnr1l:Centi)nq/cnr11rt1C1s and sending the completed form to Microsoft before the License transfer. No License transfer will be valid unless Enrolled Affiliate provides to the transferee, and file transferee accepts in writing, documents sufficient to enable the transferee to ascertain the scope, purpose and limitations of the rights granted by Microsoft under the licenses being transferred (includingthe applicable Use Rights, use and transfer - restrictions, warranties and limitations of liability). Any License transfer not made in compliance with this section will be void, i C. internal Assignment of Licenses and software Assurance. Licenses and Software Assurance must be assigned to a single user or device within the Enterprise. Licenses and Software Assurance may be reassigned within the Enteiprise as described in the Use Rights. 6. Term and termination. a. Term. The term of this Agreement will be 36 full calendar months from the effective date unless terminated by either party as described below. Each Enrollment will have the term provided in that Enrollment. b. Termination without cause. Either party may terminate this Agreement, without cause, upon 60 days' written notice. In the event of termination, new Enrollments will not he accepted, bid any existing Enrollment will continue for the term of such Enrollment and will continue to be governed by this Agreement, r.. Mid-i termination for non appropriation of Funds. Enrolled Affiliate may terminate this Agreement or an Enrollment without liability, penalty or further obligation to make payments if funds to matte payments under the Agreement or Enrollment are not appropriated or allocated by the Enrolled Affiliate for such purpose. d. Termination for cause. Withotit iirniiing any other remedies it may have, either party may terminate an Enrollment if the other party materially breaches its obligations under this Agreement, including any obligation to subrnit orders or pay invoices. Except where the breach is by its nature not curable within 30 days, the terminating party must give the other party 30 days' notice of its intent to terminate and an opportunity to cure the breach. If Microsoft gives such notice to an Enrolled Affiliate, Microsoft also will give Customer a copy of that notice and Customer agrees to help resolve the breach. if the breach affects other Enrollments and cannot be resolved between Microsoft and Enrolled Affiliate, together with Customer's help, within a reasonable period of time, Microsoft may terminate this Agreement and all Enrollments under it. It an Enrolled Affiliate ceases to be Customer's Affiliate, it must promptly notify Microsoft, and Microsoft may terminate the former, Affiliate's Enrollment If an Enrolled Affiliate terminates its Enrollment as a result of a breach by Microsoft, or if Microsoft terminates an Enrollment because Enrolled Affiliate ceases to be Customer's Affiliate, then Enrolled Affiliate will have the early termination rights described in the Enrollment. e. Early termination. If (1) an Enrolled Affiliate terminates its Enrollment as a result of a breach by Microsoft, or (2) if Microsoft terminates an Enrollment because the Enrolled Affiliate has ceased to bean Affiliate of Customer, or (3) Enrolled Affiliate terminates an Enrollment for non - appropriation of funds, or (4) Microsoft terminates an Enrollment for non-payment due to non - appropriation of funds. then the Enrolled Affiliate will have the following opflons: It may immediately pay the total remaining amount due, including all installments, in which case, the Enrolled Affiliate will have perpetual rights for all Licenses it has ordered: or I # Fs117It�Arli(�i:;):;L(;f.Ep[CiiIMOv`'UI6f PKLVy 5 of 11 Mvrwnpnl X2n-10209 (H) It may pay only amounts due as of the termination date, in which case the Enrolled Affiliate will have perpetual Licenses for; 1) all copies of Products (including the latest version of Products ordered under $A coverage in the current term) for Which payment has been made in full, and 2) the number of copies of Produces it has ordered (including the latest version of Products ordered under Software Assurance coverage in current term) that is proportional to the total of installment payrrients paid versus total amounts due (paid and payable) if the early termination had not occurred. (iii) In the case of early termination under subscription Enrollments, Enrolled) Affiliate will have the following options: I 1) For eligible Products, Enrolled Affiliate may obtain perpetual Licenses as described in the section of the Enrollment titled "Buy-out option," provided that Microsoft receives the b(ry-out order for those licenses within 60 days after Enrolled Affiliate provides notice of termination. 2) In the event of a breath try Microsoft, if Customer chooses not to exercise a buy-out option, Microsoft will issue Enrolled Affilaite a credit for any amaunt paid in advance for Subscription Licenses that the Enterprise will not be able to use to do the termination of the EnroOnent. I Nothing in this section shall affect perpetual License rights acquired either in a separate agreement or in a prior term of the lerminated Enrolment. f. Effect of termination or expiration. -When an Enrollment expires or is terminated, (i) Enrolled Affiliate must order I Licenses for all copies of Products it has run for which it has not previously submitted an order. Any and all unpaid payments for any order of any kind remain due and payable, Except as provided in the subsection titled "Early termination," all unpaid payments for Licenses immediately become due and payable. (ii) Enrolled Affiliate's right to Soft+nrare Assurance benefits under this Agreement ends if it does not reriew Software Assurance. y. Modification or termination of an Online Service for regulatory reasons. Microsoft may modify or terminate an Online. Service where there is any current or future government requirement or obligation that: R(1) subjects likarosoft to any regulation or requirement not generally applicable to businesses operating in the jurisdiction; (2) presents a hardship for Microsoft to continue operating the Online Service +Nilhout modification, andlor (3) causes Microsoft to believe these terms or the Online Service may conflict with any such requirement or obligation. I h. Program updates. Microsoft may make changes to this program that will make it necessary for Customer and its Enrolled Affiliates to enter into new agreements and Enrollments at the time of an Enrollment renewal. . 7. Use, ownership, rights, and restrictions. A. Products. Unless otherwise specitied in a supplemental agreement, use of any Product is governed by the Use Rights specific to each Product and version and by the terms of the applicable supplemental agreement. b. Fixes. Each Fix is licensed under the same terms as the Product to wh':ch it appties If a Fix is not provided fora specific, Product, any use rights Microsoft provides with the Fix will apply. c. Non -Microsoft software and technology. Enrolled Affiliate is solely responsible for any non - Microsoft software or technology that it installs or uses with the Products or fixes. I 11AW l(iAgr(US)SLG(.E.'IG)(Nov2016) rage f of ; I I Dorumenl X20.1020 d. Restrictions. Enrolled Affiliate must riot (and is riot licensed to) (1) reverse engineer, decornpile, or disassemble any Product or Fix; (2) install or use non -Microsoft software or technology in any way that Vlould subject Microsoft's intellectual property or technology to any other license terms; or (3) work around any technical limitations in a Product or Fix or restrictions in Product documenlation. Customer must 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 times, or transfer parts of a ProdLK3 or Fix separately'. or (ii) distribute, sublicense, rent, lease, lend any Products or Fixes. in whole or in part, or use Ihern to offer Hosting services to a third party.' e. Reservation of rights. Products and Fixes are protected by copyright and other intellectual property rights laws and interriatlonat treaties. Fllicrosoft reserves all rights not expressly granted in this agreement. No rights will be granted or implied by waiver or estoppel. Rights to access Of use Software on a device do not give Customer any right to implement Microsoft patents or other WcrpSoft intellectual property in the device itself or in any other software or devices. 8. Confidentiality. "Confidential Information" is non-public information that is designated "confidential' or that a reasonable person should understand is confidential, including Customer Data. Confidential I nfonwtion does riot include infornmation that (a) becomes publicly available without a breach of this agreement, (b) the receiving party received lawfully from another source without a confidentiality obligation, (c) is independently developed, or (d) is a cor men[ or suggestion volunteered about the other party's business, products or services. j Each party will take reasonable steps to protect time other's Confidential Information and will use the other party's Confidential Information only for purposes of the parties' business relationship. Neither party will disclose that Confidential Information to thirst parties, except to its employees, Affiliates, contractors, advisors and consultants ("Representatives") and then only on a need -to -know basis under nondisclosure obligations at least as protective as this agreement. E=arh party remains responsible for the use of the Confidential Information by its Representatives and, in the event of discovery of any nriauthorized use or disclosure, must promptly notify the other party. A party may disclose the other's Confidential Information if required by law; but only after it notifies the other party (if legally permissible) to enable the other party to seek a protective order. Neither party is required to restrict wort( assignments of its Representatives who have had access to Confidential Information Each party agrees that the use of Information retained in Representatives' unaided memories in the development or deployment of the parties' respective products or services does not create liability under this Agreement or trade secret law, and each party agrees to limit what it discloses to the other accordingly. These obligations apply (i) for Customer Data until it is deleted from time Online Services, and (H) for all other Confidential information, for a period of fLve years after a party receives the Confidential Information. 9. Privacy and compliance with laws. a. Enrolled Affiliate consents to the processing of personal information by Microsoft and its agents to facilitate the subject matter 'of this Agreement, Enrolled Affiliate will obtain all required consents from third parties under applicable privacy and data protection law before providing personal informatton to Microsoft. b, Personal information collected under this agreeine.nt (i) may lie transferred, stored and processed in the United States or any other country in which Microsoft or its service providers maintain lacililies and (ii) will be subject to the privacy tenors specified in the Use Rights Microsoft will abide by the requirements of European Economic Area and Swiss data protection FA7.010AtrrtLly}tif Pige 7 or I I Dbcunont X20-10209 law regarding the Cdlection, use, transter, retention, and other processing of personal data from the Europecin Geonomic Area and Switzerland. c, U.S. export. f roducts and Fixes are subject to U.S. export jurisdiction_ Enrolled Affiliate must comply with all applicable international and national laws, including the U.S Export Administration Regulations ands International Traffic in Arms Regulations, and end -user, end use and destination restrictions issued by U S. and other governments related to Microsoft products, services and lechnologies. 10. Warranties. a. Limited warranties and remedies. (1) Software. Microsoft warrants that each version of the Software will perform substantially as described in the applicable Product documentation for one year from the date the Enterprise is first licensed ifor that version If it does not and the Enterprise notifies Microsoft within the warranty term, then Microsoft will, at its option (1) return the price F-nrolled Affiliate paid for the Software license, or (2) repair or replace the Software. (ii) Online Services. Microsoft warrants that each Online Service will perform in accordance with the applicable SLA during the Enterprise's use. The Enterprise's remedies for breach of this warranty are in the SLA. The remedies above are the Enterprise's sole remedies for breach of the warranties in this section Customer waives any breach of warranty claims not made during the warranty period. b. Exclusions. The warranties in this agreement do not apply to problemis caused by accident, abuse, or use In a manner inconsistent will) this Agreement, including failure to meet minimum system requirements. These 'warranties do riot apply to free, trial, pre-release, or beta products, or to components of Products that Enrolled Affiliate is permitted to redistribute. c. taiselaimer. Except for the 'limited warranties above, Microsoft provides no other warranties or condltlons and disclaims any other express, implied, or statutory warranties, including warranties of quality, title, non -infringement, merchantability, and fitness for a particular purpose. 11. Defense of third party claims. The parties will defend each other against the third -party claims described in this section and will pay the amount of any resulting adverse final judgrrrent or approved settlement, but only if the defending party is promptly notified in writing of the claim and lias the right to control the defense and any settlement of it. The party being defended must provide the defending party with all requested assistance. Information, and authority. The defending party will reimburse the other party for reasonable out-of-pocket expenses it incurs ill providing assistance, This section describes the parties' sole remedies and entire liability for such claims. t a. By Microsoft. Microsoft will defend Enrolled Affiliate against any third -party claim) to the extent it alleges that a Product or Fix made available by Microsoft for a fee and used within the scope of the license granted (unmodifibd from the form provided by Microsoft and not combined with anything else) misappropriates a trade secret or directly infringes a patent, copyright, trademark or other proprietary right of a third party. If Microsoft is unable to resolve a claim of inhingerttenl under commercially reasonable terms, it may, at its option, either (1) modify or replace the Product or Fix with a functional equivalent; or (2) terminate Enrolled Affiliate's license and refund any prepaid license fees (less depreciation on a five-year, straight-line basis) for perpetual licenses and any amount paid for Online Services for any usage period after the termination date. Microsoft will not be liable for any claims or damages due to Enrolled Affiliate's continued use of a Product or Fix after being notified to stop due to a third -party claim. la. By Enrolled Affil late. To the extent permitted by applicable law, Enrolled Affiliate will defend Microsoft against any Iliird-party claim to the extent it alleges that: (1) any Customer Data or j CA201riA9I(rJS)SLGjENG)Qjov20aRr t Page 8of I I Gocumenl X20-10200 non -Microsoft software hosted in an Online. Service by Microsoft on Enrolled Affiliate's behalf misappropriates a trade secret or directly infringes a patent, copyright, trademark, or other proprietary right of a third pally; or (2) Enrolled Affiliate's use of any f rociuct or Fix, alone or in combination with anything else, `violates the law or damages a third party. 12. Limitation of liability. ' For each Product. each patty's maximum, aggregate liability to the other under this Agreement is limited to dirert damages finally awarded in an amount not to exceed the amounts Enrolled Affiliate was required to pay for the applicable Products during the Iterm of this Agreement, subject to the following: a. Online Services. For Online Services, Microsoft's maximum liability to Enrolled Affilate for any incident giving rise to a claim will not exceed the amount Enrolled Affiliate paid for the Online Service during the 12 months before the incident, b. Free Products and Dlsfributatite 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 nwarded up to USS5,000, c. Exclusions. In no event will either party be liable for indirect, incidental, special, punitive, o!' ronsecluentiaf damages, or for loss of use, loss of business information, loss of revenue, or interruption of business, howevdr caused or on any theory of liability. d. Exceptions. No limitation or exclusions will apply to liability arising out of either parh%s (1) confidentiality obligations (except for all liability related to Customer Data, which will remain subject to the limitations and exclusions above); (2) defense obligations; or (3) violation of the other patty's intellectual property rights. r 13. Verifying compliance. a. flight to verify compliance. Enrolled Affiliate must keep records relating to all use and distribution of Products by Enrolled Affiliate and its Affiliates. Microsoft has the right, at its expense, to the extent permitted by applicable law. to verify compliance with the Product's license terms. Enrolfed Affiliate must promptly provide the independent 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, sublicenses, or distributes to third parties. Enrolled Affiliate agrees to complete Microsoft's self-atrclit process, which Microsoft may require as an alternative to a third party audit b. Rernedles for non-compliance. If verification or self -audit reveals any unlicensed use or distribution, then within 30 days, (1) Enrolled Affiliate must order sufficient Licenses to cover that use or distribution, and (2) if unlicensed use or distribution is 51111 or more, Enrolled Affiliate most 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 td 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 property by any other means permitted by law. c. Verification process. Microsoft will notily Enrolled Affiliate at least 30 days in advance of its intent to verify Enrolled Affiliate's compliance with the license terns 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 take place during normal business hours and in a manner that does not interfere unreasonably with Enrolled Affiliate's operations. i1�1111fiF�yr(l!ti)SLCi(ENCijtTlUv'L[]1ti) PAU-1 9 CAI I I D cwi iienl X7 D.1 D2 rig 14. Miscellaneous. a. Use of contractors. Nticrosoft may use contractors to perform services, but wilt be responsible for their performance subject to the terms of this Agreement b. Microsoft as independent contractor, The parties are independent contractors. Enrolled Affiliate and Microsoft each may develop products independently without using tho other's Confidential Information c. Notices. Notices to Microsoft must be sent to the address on the signature form. Notices must be in writing and will be treated as delivered on the date shown on the return receipt or on the courier or fax confirmation of delivery. micrasoft may provide information to Enrolled Affiliate about upcoming ordering deadlines, services, and subscription information in electronic form, including by email to contacts provided by Enrolled Affiliate. Entails will be lrealeU as delivered on the transmission date. cl. Agreement, not exclusive. Customer is free to enter into acireements to license, use or promote non -Microsoft products. c. Amendments. Any amendment to this Agreement must be executed by both parties, except that Microsoft may change the Product Terms and the Use Rights from time to time In accordance with the terms of this Agreement, Arty conflicting terms and conditions contained in art Enrolled Affiliate's purctlase order will not apply, Microsoft may require Customer to sign a new agreement or an arnendment before an Enrolled Affiliate enters into an Enrollment under this agreement. I f. Assignment. Either party may assign this Agreement to an Affiliale, but must notify the other party in writing -of the assignment. Any other proposed assignment must be approved by the non -assigning party in writing. Assignment will not relieve the assigning party of its obligations cinder the assigned agreement Any attempted assignment Without required approval will be void. r g. Applicable law; dispute resolution. The terms of this Agreement will be governed by the laws of Customer's state, withotit giving effect to its conflict of laws. Disputes relating to this Agreement will be subject to applicable dispute resolution laws of Cuslamer's state. h. Severability. If any provision 'tnithis agreement is held to be unenforceable, the balance of the r'igreernent will remain in full farce and effect. i, Waiver. Failure to enforce any' provision of this agreement will not constitute a waiver. Any waiver must be in writing and signed by the waiving party. j. No third party beneficiaries. This Agreement does not create any third•parly beneficiary rights. k, Survival. All provisions survive termination or expiration of This Agreement except those requiring performance only during the team of the Agreement. I. Managoment and Reporting. Customer and/or Enrolled Affiliate may manage account details (e.g., contacts, orders, Licenses, software downloads) on Microsoft's Volume Licensing Service Center (" VLSC') web site (or successor site) at fit isJ/wvnv nrcrosoft com/licensiliglservn:ecenter. Upon the effective dale of this Agreement and any Enrollments, the contacts) identified for this purpose will be provided accr;ss to this site and may authorize additional users and contacts. in. Order of precedence. In the case of a conflict between any documents in this Agreement that Is not expressly resolved in those documents, their terms will control in Ilse following order from highest to lowest priority: (1) this Enterprise Agreement, (2) any Enrollment, (3) the Product Terms, (4) the Online Services Terms, (5) orders submitted under this Agreement, and (6) any other documents in this Agreement, Teirns In nn awen(hnenl cuntiol over the amended docurnent and any prior ameodrnents concerning the same subject miller. ERA)$1iA,4i(US)SLG(E1gG)fhovl016j 1 r.3ge 10f)f 11 Uorumenl %20 10209 n. Free Products. It is fwiicrosof '§ intent that the terms of this Agreement and the Use Rights be in compliance with all applicable federal law and regulations. Any free Product provided to Enrolled Affiliate is for the sole itse and benefit of the Enrolled Affiliate, and is not provided for use by or personal benefit of any specific government employee. o. Voluntary Product Accessibility Templates. Microsoft supports the government's obligation to provide accessible technologies to its citizens with disabilities as required by Seclion 508 of the Rehabilitation Act of 1973, and its state lava counterparts. The Voluntary Product Accessibiiity Templates ("VPATs") for the Microsoft technologies used in providing the Online Services can be found at Microsoft's VPAT page. Further information regarding Micro."ft'a cornmitment to accessibility can be found at htt.,.!'wwvr.rriicrosofl.corn/enable. p. Natural disaster. M the event of to "natural disaster," Microsoft may provide addilional assistance or rights by posting #Item on littpW1Ar.M,v microsoft.com at such time. q. Copyright violation. Except as set forth in the section above entitled "Transferring and reassigning Licenses", the Enrolled affiliate agrees to pay for, and comply with the terms of this Agreement and the Use Rights,'for the Products it uses. Except to the extent Enrolled Affiliate is licensed under Ibis Agreer4rit. it will be responsible for its breach of this contract and violation of Microsoft's copyright in the Products, including payment of License fees specified in this Agreement for unlicensed use. I EA201CWVr(l.JS)$f_G(EiIG)t�*10�+Wl0) � Page 11 0! I I I:'i1CUlr1(:Id Y.1i1�i(12[s9 o ' mir-'IT)SOfr volt.lrmr I_ir.t_nsing Supplemental Contact Information Form This form can be used in combination with MBGA, Agreement, and EnrollmentlRegistration However, a separate form must be submitted for each enrollment/registration, when more than one is submitled on a signature form. For the lurposes of this form, 'entity" can mean the signing entity, Cuslorner, Enrolled Affiliate, Government Partner, Insti(ution, or otfler party entering into a voluine licensing program agreement. Primary and Notices contacts in this foam will not apply to enrollments or registrations. This forrti applies to: ❑ I` IBSA I jk] Agreement r ❑ EnrollmentlAffiliate Registration Form Insert primary entity name if more than one Enroilrnenl/RPgistration Form is submitted Contact information. Each party will notify the other in writing if any of the information in the following contact information page(s) changes. The asterisks (') indicate required fields: if the entity chooses to designate other contact types, the same required fields must be completed far each section. By providing contact information, entity consents to its use for purposes of administering the Enrollment by Microsoft and other parties that help Microsoft administer this Enrollment. The personal intonnation provided in connection with this agreement avil! be used arid prolecled according to the privacy statement available at lit tos'lllicensi micrasoft.com. I. 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 Funderl}urk Contact entail address' RFunderburk@rivco.org Street address' 3450 14th Street, 41h Floor' City' Riverside State/Province" California Postal code` 92501-3861 Country' USA Phone' 951-955-2265 Fax ❑ This contact is a third party (not the entity). Warning: This contact receives personally identifiable information of the entity. ' 2. Software Assurance manager. This contact will receive online permissions to manage the Software Assurance benefits ulider the Enrollment or Registration. Name of entity' County of Riverside Contact name': First Regina Last Funderburk Contact email address` RFunderburk@rivco.org Street address' 3450 14th Street, 4th Floor, City' Riverside StatelProvince' California (Postal code' 92501-3881 r I :xrCCDitrn(;Il,rlgFOrrR{PJ11,I7JCI)(�hIC}((�rl7Ul3} i-'6qi: '4 ci(;i Country' USA Phone" 951-955-2265 Fax ❑ This contact is a third party (not the entity). Warning: This contact receives personally identifiable information of the entity. 3. Subscriptions manager. This contact will assign titSON, Expression, and TechNel Plus subscription licenses to the individual subscribers under this Enrollment or Registration. Assignment of the subscription licenses is necessary for access to any of the online benefits. such M subscription downloads. This contact wilt also manage any complimentary or additional media purchases related to these subscriptions Name of entity* County of Riverside Contact name*: First Regirin Last Funderhurk Contact email address' RFunderlawk cr rivco.org Street address' 3450 14th Street, 4th Moor City' Riverside StatelProvirice' California Postal code' 92501-3861 Country* USA Phone' 951-955-2265 Fax ❑ This contact is a third party (not the entity). Warning: This contact receives personally identifiable information of the entity. 4. Online services manager. This contact will he provided online frennissions to manage the online services ordered under (lie Enrollment or Registration. Name of entity' County of Riverside Contact name': First Luis Last Flores Contact entail address* LFFlores�,7a iivco.org Street address` 3450 14th Street, 41h Floor City' Riverside SlatelProvince' Californii Postal code' 92501-3861 Country' USA Phone' 951-955-8114 Fax ❑ This contact is a third party (riot the entity)_ Warning: This contact receives personally identifiable information of the entity. 5. Customer Support Manager (CSM). This person is designated as the Customer Support Manager (CSM) for support -related activities. Name of entity` County of Riverside Contact name': First Luis Last Flores Contact email address' LFFlores.Drivco.org Street address* 3450 14th Street, 4th Floor City' Riverside StatelProvince' California Postal code' 92501.3861 Country' USA Phone* 951-955-8114 Fax 6. Primary contact information. An individual From inside the organization must serve as the primary contact. This contact receives online administrator permissions and may grant online access to others. This contact also receives all not+ces unless Microsoft is provided written notice of a change. Name of entity' County of Riverside StjpCcolAdhrfpFunn(NA.IWDUHNG)(Orl'2A13) Pape 2 of 3 Contact narne`: First Jim Last Smilh Contact email address' jimsmith@rivro.org Street address' 3450 14th Street, 4th Floor City' Riverside 5tatelProvince' CA Postal code` 92501-3861 Country' U5 Phone' 951-231-5909 Fax 7. Notices contact and online administrator information. This individull receives online administrwor permissions and mrAy grant online access to others. This contact also receives all notices ® Same as in 0 mry cnnfart Name of entity` Contact nacre*, First Last Contact email address, Street address` City' StatelProvince' Postal code` Country' Phone` Fax 0 This contact is a third party (not the entity). Warning: This contact receives personally identifiable information of the entity. surx_mIlad IIIIfbrim(NA,iND)I4NC-}i CUW1:5i Page 3 of 3 Microsoft Program Signature Form Volume Licensing MBAIMBSA number Proposal ID Agreement number 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. Contract Document Select Plus Agreement Number.. - X20-04574 <Choose A reement> Document Number or Code <Choose A reement> Document Number or Code <Choose A reement> Document Number or Code T Choose A reement> Document Number or Code Select Plus Affiliate Registration Form X20-04921 <Choose Enrollment/Re g istration> Document Number or Code <Choose Enrollment/Re istration> Document Number or Code <Choose Enrollment/Re istration> Document Number or Code <Choose Enrollment/Re istration> Document Number or Code Document Description Document Number or Code Document Description Document Number or Code Document Description Document Number or Code Document Description Document Number or Code Document Description Document Number or Code 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 Enti ( St b l al entity name)' County of Riverside Signature" Printed First and Last me` Ines Mark FOR Printed Title" Procurement Contract Specialist BY - Signature Date" 07/17/2013 Tax ID 95-6000930 indicates required D ProgramSignFonn(MSSign)(NA,LatAm)ExBRA,MLI(ENG)(Oct2o12) Page 1 of 3 DATF Microsoft Licensing, GP Signature Printed First and Last Name Printed Title Signature Date (date Microsoft Affiliate countersigns) Effective Date (may be different than Microsoft's signature date) Optional 2°4 Customer signature or Outsourcer signature (if applicable) Name of Entity (must be legal entity name)* Signature" Printed First and Last Name* Printed Title` Signature Date" * indicates required field Name of Entity (must be legal entity name)' Signature* Printed First and Last Name" Printed Title* Signature Date* indicates required field If Customer requires physical media, 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 Licensing, GP Dept. 551, Volume Licensing 6100 (Veil Road, Suite 210 Reno, Nevada 89511-1137 USA ProgramSignForm(MSSign)(NA,LatAm)ExBRA,MLI(ENG)(Oct2012) Page 2 of 3 Prepared By: fame of Preparer Email of Preparer ProgramSignForrn(MSSign) (NA.LatAm)ExBRA,MU(ENG)(Oct2012) Page 3 of 3 001 Microsoft Volume Licensing Select Plus License Program Agreement State and Local Contents 1. Definitions.......................................................................................................................................... 1 2. How the Select Plus License program works................................................................................. 3 3. How to establish price level ............................................ ..... ............................................................ 3 4. License grant— what Registered Affiliates are licensed to run..................................................3 5. How to know what Product Use Rights apply................................................................................ 4 6. How to order Product Licenses....................................................................................................... 5 7. Making copies of Products and re -imaging rights........................................................................ 6 8. Transferring and reassigning Licenses.......................................................................................... 6 9. Term and termination........................................................................................................................ 7 10. How to renew an Order . ................................. ........ ........................................................................... 8 11. Restrictions on use.......................................................................................................................... 9 12. Confidentiality ...................................................................................................................................9 13. Warranties.................................................................................................................................•......10 14. Defense of infringement, misappropriation, and third party claims..........................................11 15. Limitation of liability ............................... .................................... ............... ..................... I ........ I ...... 12 16. Verifying compliance......................................................................................................................13 17. Non -Microsoft Software or Technology . ....................................................................................... 14 18. Miscellaneous..................................................................................................................................14 This Microsoft Select Plus Agreement is entered into between the entities identified on the signature form Effective date. The effective date of this agreement is the effective date of the first Affiliate Registration Form or the date Microsoft accepts this agreement, whichever is earlier. This agreement consists of (1) the terms and conditions of this agreement and all attachments identified therein, (2) the Product List, (3) the Product Use Rights applicable to Products licensed under this agreement, (4) any Affiliate registration entered into under this agreement, and (5) any Order submitted under this agreement. The parties agree to be bound by the terms of this agreement. Terms and Conditions 1. Definitions. In this agreement the following definitions apply: "Affiliate" means a. with regard to Customer (i) any government agency, department, office, instrumentality, division, unit or other entity of the state or local government that is supervised by or is part of Customer, or which supervises Customer or of which Customer is a part, or which is under common supervision with Customer; (ii) any county, borough, commonwealth, city, municipality, town, township, special purpose district, or other similar type of governmental instrumentality established by the laws of Customer's state and located within Customer's state jurisdiction and geographic boundaries; and SeleetPlus20l2AgrGov(US)SLG(ENG)(Oct2012) Page 1 of 16 Document X20-04874 (iii) any other entity in Customer's state expressly authorized by the laws of Customer's state to purchase under state contracts; provided that a state and its Affiliates shall not, for purposes of this definition, be considered to be Affiliates of the federal government and its Affiliates; and b. with regard to Microsoft, any legal entity that Microsoft owns, that owns Microsoft, or that is under common ownership with Microsoft "available" means, with respect to a Product, that Microsoft has made Licenses for that Product available for ordering under a particular licensing program; "Commercial Product" means any Product Microsoft makes available for license for a fee; "Contractor" means any third party supplier or other provider of computer technology or related services. "Customer" means the entity that has entered into this agreement and its Affiliates; "Customer Data" means all data, including all text, sound, software,or image files that are provided to Microsoft by, or on behalf of, Customer through Customer's use of the Online Services. "Fixes" means Product fixes, modifications or enhancements or their derivatives that Microsoft releases generally (such as Commercial Product service packs); "License" means Registered Affiliate's right to use the quantity of a Product ordered. For certain Products, a License may be available on a subscription basis ("Subscription License"). Licenses for Online Services will be considered Subscription Licenses under this agreement; "L&SA" means a License and Software Assurance for any Product ordered; "Microsoft" means the Microsoft entity that has entered into this agreement by accepting Customer's registration; "Order" means the document Customer or Customer's Affiliate submits under this agreement to acquire Licenses or Services; "Online Services" means the Microsoft -hosted services identified in the Online Services section of the Product List. "Product" means all software, Online Services and other web -based services, including pre-release or beta versions, identified on the Product List. "Product List" means, with respect to any licensing program, the statement published by Microsoft from time to time on the World Wide Web at http:/lwww.microsoft.com/licensin_qlcontracts, or at a successor site that Microsoft identifies, which identifies the Products that are or may be made available under the program (which availability may vary by region) and any Product -specific conditions or limitations on the acquisition of licenses for those Products; "Product Use Rights" means, with respect to any licensing program, the use rights for each Product and version published for that licensing program at http://www.microsoft.com/licensing/contracts or at a successor site. "Qualifying Contract," means (1) an Enterprise Enrollment under a Microsoft Enterprise Agreement; (2) any Enterprise Subscription Enrollment entered into under a Microsoft Enterprise Subscription Agreement, or a Select Agreement. "Registered Affiliate" means an entity, either Customer or any one of Customer's Affiliates, identified on an affiliate registration form that has been accepted by Microsoft and has submitted an Order under this agreement; "Reseller" means a large account reseller authorized by Microsoft to resell Licenses in a Registered Affiliate's region under this program; "Service Level Agreement" means the document specifying the standards Microsoft agrees to adhere to and by which it measures the level of service for an Online Service. SelectPlus20l2AgrGov(US)SLG(ENG)(Oct2012) Page 2 of 16 Document X20-04874 "Software Assurance" means an annuity offering that provides new version rights and other benefits for Products as described in the Product List; "Trade Secret" means information that is not generally known or readily ascertainable to the public, has economic value as a result, and has been subject to reasonable steps under the circumstances to maintain its secrecy. "use" or "run" means to copy, install, use, access, display, run or otherwise interact. 2. How the Select Plus License program works. The Select Plus License program allows Registered Affiliates to acquire Licenses at discount pricing. Customer and Customer's Affiliates can participate in this program if Customer or Customer's Affiliate (1) submits an Order meeting the initial minimum order quantity, (2) maintains at least one active Qualifying Contract, or (3) has purchased the minimum order quantity during the 12 months preceding the effective date of this agreement. Notwithstanding any other provision of this agreement, only Registered Affiliates identified in a Registration Form will be responsible for complying with the terms of that registration, including the terms of this agreement incorporated by reference in that registration. a. How Registered Affiliates acquire Licenses. A Registered Affiliate will acquire its Licenses through its chosen Reseller. Orders will be made out to and submitted to the Registered Affiliate's Reseller. Microsoft will invoice that Reseller according to the terms in the applicable registration. The Reseller and the Registered Affiliate will determine the Registered Affiliate's actual price and payment terms. b. Choosing and maintaining a Reseller. Each Registered Affiliate must choose and maintain a Reseller authorized in the Registered Affiliate's region. c. Online Services. Online Services are provided as subscription services and are subject to the unique terms set forth in the Product Use Rights and the Product List. 3. How to establish price level. Establishing price levels. Each Product offering is assigned a point value on the Product List and is assigned to a Product pool. . The Customer's price level for a pool applies to purchases made by all Registered Affiliates under this agreement. Throughout the term of this agreement, the Customer's price level for each Product and its associated Pool (Applications, Systems and Servers) will be level "D." Customer does not need to acquire Products in all pools. The price Microsoft will invoice Reseller will be based on Customer's price level for the pool of the Product ordered. Throughout this agreement the term "price" refers to reference price. 4. License grant — what Registered Affiliates are licensed to run. Registered Affiliates have the rights below once their registration is accepted by Microsoft. These rights apply to the Licenses obtained under this agreement and are not related to any order of, or fulfillment of, software media. The ability to run current or later versions of a Product licensed under this agreement could be affected by minimum system requirements or other factors (e.g., hardware or other software). a. General. At any time after their registration has been accepted by Microsoft, a Registered Affiliate may run for its own benefit as many copies as it chooses, of any available Products it chooses, provided that it submits Orders for all copies in the month in which those copies are first run. b. Use by Affiliates. A Registered Affiliate may sublicense the right to use the Products ordered under this agreement to any of its Affiliates, but Affiliates may not sublicense these rights and their use must be consistent with the License terms contained in this agreement. SelectPlus2012AgrGov(US)SLG(ENG)(Oct2012) Page 3 of 16 Document X20-04874 W c. When Licenses become perpetual. (i) License only. Registered Affiliate's right to run copies of any Product for which it orders only a License is temporary until the Registered Affiliate has paid for that License in full and Microsoft has collected such payment. Thereafter, Registered Affiliate will have a perpetual License to run the number of copies ordered in the version ordered. (ii) L&SA or Software Assurance. Registered Affiliate's right to run copies of any Product for which it orders L&SA or Software Assurance is temporary until: 1) the Registered Affiliate has paid all installments of the price for such coverage and the Order or renewal term during which such Product Licenses were ordered has expired or been renewed or 2) the Registered Affiliate is otherwise eligible for perpetual Licenses as provided in this agreement. Thereafter, the Registered Affiliate will have perpetual Licenses to run the Products ordered in the latest versions available as of the date of expiration, renewal, or termination (or any prior version) for the number of copies ordered or renewed. (iii) Subscription Licenses. Subscription Licenses are not perpetual under any circumstances. d. Perpetual Licenses through Software Assurance. Any perpetual Licenses received through Software Assurance supersede and replace the underlying perpetual Licenses for which that Software Assurance coverage was ordered. All perpetual Licenses acquired under this agreement remain subject to the terms of this agreement and the applicable Product Use Rights. e. Non -Perpetual Licenses. Some Products may be licensed on a fixed term or subscription basis. The right to Use Products licensed on a subscription basis terminates upon expiration of the subscription agreement if it is not renewed. f. License confirmation. This agreement, the applicable Order, the Registered Affiliate's Order confirmation, and any documentation evidencing transfers of Licenses, together with proof of payment, will be the Registered Affiliate's evidence of all Licenses obtained under its Order as described in this agreement. g. Prior version rights. A Registered Affiliate may run prior versions of any Product it Licenses under this agreement. A Registered Affiliate may run different language versions of any Product it Licenses under this agreement, provided that the License, L&SA, or Software Assurance for that different language version is available at the same, or lower price, than the price paid for the language version ordered of the same Product and License type. How to know what Product Use Rights apply. Product Use Rights. Microsoft publishes Product Use Rights for each version of each Product. The latest version of the Product Use Rights is available at htta://www.m icrosoft, com/licensinci/contracts. (i) Product Use Rights for current and future versions of Products. The Product Use Rights in effect on the effective date of the agreement will apply to all Registered Affiliates' use of then -current versions of each Product, regardless of the date of the Order. For future versions, the Product Use Rights in effect when those future versions are first released will apply. In both cases, subsequent changes made by Microsoft to the Product Use Rights for a particular version will not apply to Registered Affiliates' use of that version. (ii) Product Use Rights for earlier versions (downgrade). If a Registered Affiliate runs an earlier version of a Product than the version that was current on the agreement effective 5electPlusNi2AgrGov(US)SLG(ENG)(Oct2012) Page 4 of 16 Document X20-04874 date, the Product Use Rights for the version licensed, not the version being run, will apply. However, if the earlier version includes components that are not part of the licensed version, any Product Use Rights specific to those components will apply to the Registered Affiliate's use of those components. b. Reservation of rights. All rights not expressly granted are reserved by Microsoft. In lieu of Customer's obligation to indemnify Microsoft under various provisions of the Product Use Rights, Customer will be responsible for any cost or damages arising from any claim to which Customer's indemnity obligation would otherwise apply. 6. How to order Product Licenses. a. Placing Orders. Registered Affiliate may purchase Licenses and Online Services Microsoft makes available under this program by placing Orders with Registered Affiliate's authorized Reseller. The price and payment terms for all Orders will be determined by agreement between Registered Affiliate and its Reseller. When placing orders, a Registered Affiliate must specify the country or countries where the Registered Affiliate will use the Licenses. Microsoft may refuse to accept an Order if Microsoft has a business reason to do so. Microsoft may change the Products and subscription services available under this program. b. When is the Registered Affiliate eligible to order just Software Assurance? A Registered Affiliate may order Software Assurance for copies of a Product, without the need to simultaneously order a new License for those copies, in each of the following circumstances: (i) Registered Affiliate may order Software Assurance for copies of Products for which the Registered Affiliate has previously obtained perpetual Licenses through Upgrade Advantage, Software Assurance, or any similar upgrade protection, so long as the Order for Software Assurance under this Agreement becomes effective no later than one day following the expiration of that upgrade protection, and (2) Registered Affiliate submits an order for another term of Software Assurance for those Licenses prior to or at the expiration of the previous term. (ii) During the term of the Agreement (including any renewal term), a Registered Affiliate may be eligible to order Software Assurance for copies of certain Products licensed through retail sources or from an original equipment manufacturer ("OEM"), provided that the Registered Affiliate places its Order within the required time frame. The Product List at httpalwww.microsott,com/licensing/contracts identifies those Products that may be enrolled in Software Assurance and the applicable time frame for placing an Order. (iii) A Registered Affiliate may also order Software Assurance in any other circumstances expressly permitted in the Product List. (iv) A Registered Affiliate may renew Software Assurance ordered under this Agreement at the time it renews its Order as described in the section titled "How to renew an Order." c. How to confirm Orders. Information about Orders, including an electronic confirmation of each Order, will be provided in a password -protected site on the World Wide Web at https:llwww.microsoft.com/licensing/servicecenter/ or a successor site that will be identified. Upon Microsoft's acceptance of this agreement, Registered Affiliate's contact identified for this purpose will be provided access to this site. d. Invoices and payments. For any Orders for Software Assurance or L&SA, if the Registered Affiliate elects to spread its payments over three years rather than payment in a lump sum, it may make this election with its Reseller. In such cases, Microsoft will invoice the Registered Affiliate's Reseller in installments, the first installment upon receipt of the Order and subsequent installments on each anniversary of the Order or the Affiliate anniversary month. Any amounts for Licenses only (i.e. without accompanying Software Assurance) will be invoiced to the Registered Affiliate's Reseller in full upon receipt of the Order. Se1ectP1us2012AgrGov(US)SLG(ENG)(Oct2012) Page 5 of 16 Document X20-04874 e. Changing a Reseller. If Microsoft or the Reseller chooses to discontinue doing business with one another, Registered Affiliate must choose a replacement Reseller. If Registered Affiliate or Reseller intends to terminate their relationship, the initiating party must notify Microsoft and the other using a form provided by Microsoft at least 90 days prior to the date on which the change is to take effect. 7. Making copies of Products and re -imaging rights. a. General. The Registered Affiliate may make as many copies of the Products as it needs to distribute them within its organization. Copies must be true and complete (including copyright and trademark notices), from master copies obtained from a Microsoft approved fulfillment source. The Registered Affiliate may use a third party to make these copies, but the Registered Affiliate agrees that it will be responsible for that third party's actions. The Registered Affiliate agrees to use reasonable efforts to make its employees, agents and any other individuals that it allows to use the Products aware that the Products are licensed from Microsoft and can only be transferred subject to the terms of this agreement. b. Copies for training, evaluation, and back-up. The Registered Affiliate may (1) use up to 20 complimentary copies of any Product in a dedicated training facility on its premises, (2) use up to 10 complimentary copies of any Product for a 60-day evaluation period, and (3) use one complimentary copy of any licensed Product for back-up or archival purposes for each of its distinct geographic locations. c. Right to "re -image." In certain cases, re -imaging is permitted using the volume licensing program Product media. If the Microsoft Product(s) is licensed (1) from an original equipment manufacturer (OEM), (2) as full packaged Product through a retail source, or (3) under another Microsoft program, then media provided under this agreement may be generally used to create images for use in place of copies provided through that separate source. This right is conditional upon the following: (i) Separate Licenses must be owned from the source for each Product that is re -imaged. (ii) The Product, language, version and components of the copies made must be identical to the Product, language, version and all components of the copies they replace and the number of copies or instances of the re -imaged Product permitted remains the same. (iii) Except for copies of an operating system and copies of Products licensed under another Microsoft program, the Product type (e.g., upgrade or full License) must be identical to the Product type from the separate source. (iv) Any Product -specific requirements for re -imaging identified in the Product List. (v) Re -images made under this subsection remain subject to the terms and use rights provided with the License from the separate source. This subsection does not create or extend any warranty or support obligation. 8. Transferring and reassigning Licenses. a. License transfers. License transfers are not permitted, except that Customer may transfer fully -paid perpetual licenses to: Transferring Licenses to third parties. You may transfer fully -paid perpetual Licenses: (i) if you are an agency of a state or local government to: (a) any other government agency, department, instrumentality, division, unit or other office of your state or local government that is supervised by or is part of you, or which supervises you or of which you are a part, or which is under common supervision with you; (ii) any county, borough, commonwealth, city, municipality, town, township, special purpose district, or other similar type of governmental instrumentality established by the laws of your state and located within SelectPlus20l2AgrGov(US)SLG(ENG)(Oct2012) Page 6 of 16 Document X20.04874 your state's jurisdiction and geographic boundaries; and (iii) any other entity expressly authorized by the laws of your state to purchase under state contracts, or (b) an unaffiliated third party in connection with a privatization of an affiliate of agency as set forth in (a) above or of an operating division of the Enrolled Affiliate or one if its affiliates as set forth in (a) above, a reorganization, or a consolidation. Customer must notify Microsoft of a transfer of license by completing a transfer notice form, which can be obtained from http://www.microsoft.com/licensinct/contracts and send the completed form to Microsoft before the license transfer. No License transfer will be valid unless Customer provides to the transferee, and the transferee accepts in writing, the applicable Product Use Rights, use restrictions, limitations of liability (including exclusions and warranty provisions), and the transfer restrictions described in this section. Any license transfer not made in compliance with this section will be void. b. Internal Reassignment of Licenses and Software Assurance. (i) For Products other than the desktop operating system upgrade. For Products other than the desktop operating system upgrade, Registered Affiliate may internally reassign Licenses to an Affiliate. However, Registered Affiliate may not reassign Licenses on a short-term basis (90 days or less), or reassign Software Assurance or other upgrade coverage separately from the underlying License, except as provided otherwise in this agreement. (ii) For desktop operating systems. The Registered Affiliate may not reassign desktop operating system upgrade Licenses from one computer to another. The Registered Affiliate may internally reassign Software Assurance coverage on desktop operating systems upgrades from the original computer to a replacement computer internally, as long as (1) the replacement computer is licensed to run the latest version of that operating system, and (2) the Registered Affiliate removes any desktop operating system upgrades from the original computer. 9. Term and termination. a. Term. This agreement will remain in effect unless it is terminated by either party as described below. b. Termination without cause. Either party may terminate this agreement without cause upon 60 days written notice. Such termination will merely terminate either party's and its Registered Affiliates' ability to place Orders under this agreement. Such termination will not affect any Orders not otherwise terminated, and any terms of this agreement applicable to any Orders not otherwise terminated will continue in effect with respect to that Order. c. Mid-term termination for non -appropriation of Funds. Enrolled Affiliate may terminate this agreement or an Enrollment without liability, penalty or further obligation to make payments if funds to make payments under the agreement or Enrollment are not appropriated or allocated by the Enrolled Affiliate for such purpose. d. Termination for breach. Either party to an Order may terminate it if the other party materially breaches its obligations under this agreement, including any obligation to pay amounts owed. Except where the breach is by its nature not curable within 30 days, the terminating party must give the other party 30 days' notice and opportunity to cure. If Microsoft gives such notice to a Registered Affiliate, Microsoft will give Customer a copy of that notice as well and Customer agrees to assist in attempting to resolve the problem. If the problem also affects other Affiliate registrations and cannot be resolved between Customer and Microsoft within a reasonable period of time, Microsoft may also terminate this agreement and all other Affiliate registrations under it, unless the basis for termination of the registration is non -appropriation of funds to the registered affiliate, in which event Microsoft may only terminate the affected registration(s). If a Registered Affiliate ceases to be an SelectPlus20l2AgrGov(US)SLG(ENG)(Oct2Ol2) Page 7 of 16 Document X20-04874 Affiliate of Customer, Customer must promptly notify Microsoft of this fact, and Microsoft may terminate the divested Registered Affiliate's registration. e. Affiliate termination. If (1) a Registered Affiliate terminates its registration as a result of a breach by Microsoft, or (2) if Microsoft terminates Registered Affiliate's registration because it has ceased to be an Affiliate of Customer, or (3) Registered Affiliate terminates a registration for non -appropriation of funds, or (4) Microsoft terminates a registration for non-payment due to non -appropriation of funds„ then the Registered Affiliate will have the following options with regard to any Orders it has under the agreement: (i) For Licenses available on a perpetual basis, it may immediately pay the total remaining amount due, including all installments, in which case the Registered Affiliate will have perpetual Licenses for all copies of the Products it has ordered, or (ii) It may pay only amounts due as of the termination date, in which case the Registered Affiliate will have perpetual Licenses for:" 1) all copies of all Products for which payment has been made in full (including the latest version of Products under Software Assurance coverage), and 2) the number of copies of Products it has ordered (including the latest version of Products under Software Assurance) for which payment has been made in installments that is proportional to the total of payments made versus total amounts due if the early termination had not occurred. Nothing in this section shall affect perpetual License rights acquired either in a separate agreement or In a prior term of the terminated registration. f. Effect of termination. When this agreement, a registration or an Order is terminated, (i) Each affected Registered Affiliate must order Licenses for all copies of Products it has run for which it has not previously submitted an Order. Except for the options provided above in the event of termination of a Registered Affiliate's registration, any and all unpaid payments or any order of any kind, including subscription services, immediately become due and payable. (ii) Registered Affiliate's right to Software Assurance benefits under this agreement ends for all Software Assurance for which payment has not been made in full. 10. How to renew an Order. Microsoft will provide prior notice of expiration of any Software Assurance ordered under the agreement advising Customer of its Software Assurance renewal options. Microsoft may make a change to this program that will make it necessary for Customer to enter into a new agreement to renew Software Assurance. To maintain Software Assurance coverage for any copies previously ordered under this agreement, Registered Affiliate must submit an Order for another term of Software Assurance for those Licenses prior to or on the expiration of the previous term. Consequences of non -renewal. If Registered Affiliate elects not to place another Order for Software Assurance and it otherwise allows Software Assurance for any copies of any Products licensed to lapse, then the Registered Affiliate will not be permitted to order Software Assurance for those copies later without first acquiring L&SA. Renewing Software Assurance. If Registered Affiliate is placing an Order for Software Assurance from multiple Select programs or is consolidating multiple previous Enrollments or agreements into this agreement, please complete the multiple previous Enrollment form. SelectPlus20l2AgrGov(US)SLG(ENG)(Oct2012) Page 8 of 16 Document X20.04874 11. Restrictions on use. Registered Affiliate must not: a. separate and use the components of a Product on two or more computers, upgrade or downgrade components at different times, or transfer components separately, except as provided in the Product Use Rights; b. reverse engineer, decompile or disassemble any Product or Fix, except where applicable law permits it despite this limitation; or c. distribute, sublicense, rent, lease, lend, or host any Product or Fix except as permitted by this Agreement, the Product Use Rights, or in a separate written agreement 12. Confidentiality. To the extent permitted by applicable law, the terms and conditions of this Agreement is confidential. Neither party will disclose such terms and conditions, or the substance of any discussions that led to them, to any third party other than Affiliates or agents, or to designated or prospective resellers who: (1) have a need to know such information in order to assist in carrying out this agreement; and (2) have been instructed that all such information is to be handled in strict confidence. For the avoidance doubt, the parties acknowledge that this Confidentiality provision recognizes that when there is a business need to do so, Microsoft and Customer may need to share/exchange their respective Confidential Information with each other to develop a more meaningful business relationship. This section provides Microsoft and Customer with a well-balanced, commercially reasonable and comprehensive set of confidentiality terms that enable both parties to share/exchange a wide range of Confidential Information with each other knowing with confidence that significant confidentiality protections are in place. The confidentiality terms denoted below do not govern Microsoft's handling of Customer Data. In all instances under this Agreement, Microsoft's handling of Customer Data shall be governed as described under various other provisions of this Agreement and by Microsoft's data security policy. a. What is included. "Confidential Information" is non-public information, know-how and Trade Secrets in any form that are designated as "confidential" or a reasonable person knows or reasonably should understand to be confidential. It includes non-public information regarding either party's products or customers, marketing and promotions, or the negotiated terms of Microsoft agreements. b. What is not included. The following types of information, however marked, are not Confidential Information. Information that: (i) is, or becomes, publicly available without a breach of this agreement; (ii) was lawfully known to the receiver of the information without an obligation to keep it confidential; (iii) is received from another source who can disclose it lawfully and without an obligation to keep it confidential; (iv) is independently developed; or (v) is a comment or suggestion one party volunteers about the other's business, products or services. c. Treatment of Confidential Information. (i) In general. Subject to the other terms of this agreement, each party agrees: 1) it will not disclose the other's Confidential Information to third parties; and 2) it will use and disclose the other's Confidential Information only for purposes of the parties' business relationship with each other. SelectPlus20l2AgrGov(US)SLG(ENG)(Oct20l2) Page 9 of 16 Document X20-04874 (ii) Security precautions. Subject to the other terms of this agreement, each party agrees: 1) to take reasonable steps to protect the other's Confidential Information -- these steps must be at least as protective as those the party takes to protect its own Confidential Information; 2) to notify the other promptly upon discovery of any unauthorized use or disclosure of Confidential Information; and 3) to cooperate with the other to help regain control of the Confidential Information and prevent further unauthorized use or disclosure of it. (iii) Sharing Confidential Information with Affiliates and representatives. 1) A "Representative" is an employee, contractor, advisor, or consultant of one of the parties or of one of the parties' Affiliates. 2) Each party may disclose the other's confidential information to its Representatives (who may then disclose that Confidential Information to other of that party's Representatives) only if those Representatives have a need to know about it for purposes of the parties' business relationship with each other. Before doing so, each party must: A. ensure that Affiliates and Representatives are required to protect the Confidential Information on terms consistent with this agreement; and B. accept responsibility for each Representative's use of Confidential information 3) Neither party is required to restrict work assignments of Representatives who have had access to Confidential Information. Neither party can control the incoming information the other will disclose to it in the course of working together, or what that party's Representatives will remember, even without notes or other aids. Each party agrees that use of information in Representatives' unaided memories in the development or deployment of the parties' respective products or services does not create liability under this agreement or trade secret law, and each party agrees to limit what it discloses to the other accordingly. (iv) Disclosing Confidential Information if required to by law. Each party may disclose the other's Confidential Information if required to comply with a court order or other government demand that has the force of law. Before doing so, each party must seek the highest level of protection available and, when possible, give the other enough prior notice to provide a reasonable chance to seek a protective order. d. Length of Confidential Information obligations. Except as permitted above, neither party will use or disclose the other's Confidential Information for five years after it is received. The five-year time period does not apply if applicable law requires a longer period or the Product Use Rights provide a more specific requirement. 13. Warranties. a. Limited warranty. Microsoft warrants that: (i) Online Services will perform in accordance with the applicable Service Level Agreement; (ii) Products other than Online Services will perform substantially as described in the applicable Microsoft user documentation; and b. Limited warranty term. The limited warranty for: (i) Online Services is for the duration of Customer's use of the Online Service, subject to the notice requirements in the applicable Service Level Agreement; SelectPlus2012AgrGov(US)SLG(ENG)(Oct2012) Page 10 of 16 Document X20-04874 (ii) Products other than Online Services is one year from the date Customer first uses the Product; and c. Limited warranty exclusions. This limited warranty is subject to the following limitations: (i) any implied warranties, guarantees or conditions not able to be disclaimed as a matter of law last for one year from the start of the limited warranty; (ii) the limited warranty does not cover problems caused by accident, abuse or use in a manner inconsistent with this agreement or the Product Use Rights, or resulting from events beyond Microsoft's reasonable control; (iii) the limited warranty does not apply to components of Products that Customer is permitted to redistribute; (iv) the limited warranty does not apply to free, trial, pre-release, or beta products; and (v) the limited warranty does not apply to problems caused by the failure to meet minimum system requirements. d. Remedies for breach of limited warranty. If Microsoft fails to meet any of the above limited warranties and Customer notifies Microsoft within the warranty term, then Microsoft will: (i) for Online Services, provide the remedies identified in the Service Level Agreement for the affected Online Service; (ii) for Products other than Online Services, at its option either (1) return the price paid or (2) repair or replace the Product; and These are Customer's only remedies for breach of the limited warranty, unless other remedies are required to be provided under applicable law. e. DISCLAIMER OF OTHER WARRANTIES. OTHER THAN THIS LIMITED WARRANTY, MICROSOFT PROVIDES NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS. MICROSOFT DISCLAIMS ANY IMPLIED REPRESENTATIONS, WARRANTIES, OR CONDITIONS, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE, OR NON - INFRINGEMENT. THESE DISCLAIMERS WILL APPLY UNLESS APPLICABLE LAW DOES NOT PERMIT THEM. 14. Defense of infringement, misappropriation, and third party claims. a. Microsoft's agreement to protect. Microsoft will defend Enrolled Affiliate against any claims made by an unaffiliated third party that any Product or Fix that is made available by Microsoft for a fee infringes that party's patent, copyright, or trademark or makes unlawful use of its Trade Secret. Microsoft will also pay the amount of any resulting adverse final judgment (or settlement to which Microsoft consents). This section provides Enrolled Affiliate's exclusive remedy for these claims. b. Limitations on defense obligation. Microsoft's obligations will not apply to the extent that the claim or award is based on: (i) Customer Data, non -Microsoft software, modifications Enrolled Affiliate makes to, or any specifications or materials Enrolled Affiliate provides or makes available for, a Product or Fix. ; (ii) Enrolled Affiliate's combination of the Product or Fix with a non -Microsoft product, data or business process; or damages based on the use of a non -Microsoft product, data or business process; ; (iii) Enrolled Affiliate's use of either Microsoft Trademarks or the use or redistribution of a Product or Fix in violation of this agreement or any agreement incorporating its terms or; Select Plus2012AgrGov(US)SLG(ENG)(0ct2012) Page 11 of 16 Document X20-04874 MIJ (iv) Enrolled Affiliate's use of a Product or Fix after Microsoft identifies Enrolled Affiliate to discontinue that use due to a third party claim. To the extent permitted by applicable law, Enrolled Affiliate will be responsible Microsoft for any costs or damages that result from any of the above actions. c. Enrolled Affiliate's agreement to protect. To the extent permitted by applicable law, Enrolled Affiliate will defend Microsoft and its Affiliates against any claims made by an unaffiliated third party that: (i) any Customer Data or non -Microsoft software Microsoft hosts on Customer's behalf infringes the third party's patent, copyright, or trademark or makes unlawful use of its Trade Secretor (ii) Arises from violation of the Acceptable use Policy, which is described in the Product Use Rights. Customer will be responsible for the amount of any resulting adverse final judgment (or settlement to which it consents). This Section provides Microsoft's exclusive remedy for these claims. d. Rights and remedies in case of possible infringement or misappropriation. (i) Microsoft's offerings. If Microsoft reasonably believes that a Product or Fix may infringe or misappropriate a third-party's intellectual property rights, Microsoft will seek to: (1) procure for Enrolled Affiliate the right to continue to use the Product or Fix; or (2) modify or replace it with a functional equivalent to make it non -infringing and notify Enrolled Affiliate to discontinue use of the prior version, which Enrolled Affiliate must do immediately. If the foregoing options are not commercially reasonable for Microsoft, or if required by a valid judicial or government order, Microsoft may terminate Enrolled Affiliate's license or access rights in the Product or Fix. In such a case, Microsoft will provide Enrolled Affiliate with notice and refund any amounts Enrolled Affiliate has paid for those rights to the Product or Fix (or for Online Services, any amount Enrolled Affiliate has paid in advance for unused Online Services). (ii) Customer Data or use of non -Microsoft software with Online Services. If an unaffiliated third party asserts that Customer Data or non -Microsoft software or technology used by Enrolled Affiliate the Online Services violates their intellectual property rights, Microsoft may ask Customer to remove the allegedly infringing item. If Enrolled Affiliate fails to do so within a reasonable period of time, Microsoft may suspend or terminate the Online Service to which the Customer Data or non -Microsoft software relates. Obligations of protected party. Enrolled Affiliate must notify Microsoft promptly in writing of a claim subject to the Subsection titled "Microsoft's agreement to protect" and Microsoft must notify Enrolled Affiliate promptly in writing of a claim subject to the Subsection titled "Customer's agreement to protect." The party invoking its right to protection must (1) give the other party sole control over the defense or settlement; and (2) provide reasonable assistance in defending the claim. The party providing the protection will reimburse the other party for reasonable out of pocket expenses that it incurs in providing assistance. Limitation of liability. Limitation on liability. To the extent permitted by applicable law, the liability of each party, its Affiliates, and its Contractors arising under this agreement is limited to direct damages up to (1) for Products other than Online Services, the amount Customer paid for the Product giving rise to that liability and (2) for Online Services, the amount Customer was required to pay for the Online Service giving rise to that liability during the prior 12 months. In the case of Products provided free of charge, or code that Customer is authorized to redistribute to third parties without separate payment to Microsoft, Microsoft's liability is limited to U.S. SelectPlus20l2AgrGov(US)SLG(ENG)(Oct2012) Page 12 of 16 Document X20-04874 $5,000. These limitations apply regardless of whether the liability is based on breach of contract, tort (including negligence), strict liability, breach of warranties, or any other legal theory. However, these monetary limitations will not apply to: (i) Microsoft's and Customer's obligations under the section titled "Defense of infringement, misappropriation, and third party claims"; (ii) liability for damages caused by either party's gross negligence or willful misconduct, or that of its employees or its agents, and awarded by a court of final adjudication (provided that, in jurisdictions that do not recognize a legal distinction between "gross negligence" and "negligence," "gross negligence" as used in this subsection shall mean "recklessness"); (iii) liabilities arising out of any breach by either party of its obligations under the section entitled "Confidentiality", except that Microsoft's liability arising out of or in relation to Customer Data shall in all cases be limited to the amount Customer paid for the Online Service giving rise to that liability during the prior 12 months; (iv) liability for personal injury or death caused by either party's negligence, or that of its employees or agents, or for fraudulent misrepresentation; and (v) violation by either party of the other party's intellectual property rights. b. EXCLUSION OF CERTAIN DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, WHATEVER THE LEGAL BASIS FOR THE CLAIM, NEITHER PARTY, NOR ANY OF ITS AFFILIATES, OR CONTRACTORS, WILL BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, OR INCIDENTAL DAMAGES, OR DAMAGES FOR LOST PROFITS, REVENUES, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION ARISING IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. HOWEVER, THIS EXCLUSION DOES NOT APPLY TO EITHER PARTY'S LIABILITY TO THE OTHER FOR VIOLATION OF ITS CONFIDENTIALITY OBLIGATIONS (EXCEPT TO THE EXTENT THAT SUCH VIOLATION RELATES TO CUSTOMER DATA), THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS, OR THE PARTIES' RESPECTIVE OBLIGATIONS IN THE SECTION TITLED "DEFENSE OF INFRINGEMENT, MISAPPROPRIATION, AND THIRD PARTY CLAIMS." c. Affiliates and Contractors. Neither Microsoft nor Customer shall bring any action against the other's Affiliates or Contractors in respect of any matter disclaimed on their behalf in this agreement. Each party will indemnify the other in the event of any breach of this provision. 16. Verifying compliance. a. Right to verify compliance. Customer must keep records relating to the Products it and its Affiliates use or distribute. Microsoft has the right, to the extent permitted by applicable law, to verify compliance with the license terms for the Products, at Microsoft's expense. b. Verification process and limitations. Microsoft will provide customer at least 30 days' notice of its intent to verify compliance. Microsoft will engage an independent auditor, which will be subject to a confidentiality obligation. Verification will take place during normal business hours and in a manner that does not interfere unreasonably with Customer's operations. Customer must promptly provide the independent auditor with any information it reasonably requests in furtherance of the verification, including access to systems running the Products and evidence of licenses for Products Customer hosts, sublicenses, or distributes to third parties. As an alternative, Microsoft may require Customer to complete Microsoft's self -audit process relating to the Products Customer and any of its Affiliates use or distribute. Such information will be used solely for purposes of determining compliance. c. Remedies for non-compliance. If verification or self -audit reveals any unlicensed use, Customer must within 30 days order sufficient licenses to cover its use. If there is no SelectPlus20l2AgrGov(US)SLG(ENG)(Oct2Ol2) Page 13 of 16 Document X20-04874 unlicensed use, Microsoft will not undertake another verification of the same Customer 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 property by any other means permitted by law. 17. Non -Microsoft Software or Technology. a. Registered Affiliate is solely responsible for any non -Microsoft software or technology that it installs or uses with the Products or Fixes. Microsoft is not a party to and is not bound by any terms governing Enrolls use of non -Microsoft software or technology. Without limiting the foregoing, non -Microsoft software or scripts linked to or referenced from any Product website, are licensed to Registered Affiliate under the open source licenses used by the third parties that own such code, not by Microsoft. b. If Registered Affiliate installs or uses any non -Microsoft software or technology with the Products or Fixes, it directs and controls the installation in and use of such software or technology in the Products or Fixes, through its actions (e.g., through Registered Affiliate's use of application programming interfaces and other technical means that are part of the Online Services). Microsoft will not run or make any copies of such non -Microsoft software or technology outside of its relationship with Registered Affiliate. c. If Registered Affiliate installs or uses any non -Microsoft software or technology with the Products or Fix, it may not do so in any way that would subject Microsoft's intellectual property or technology to obligations beyond those included in the agreement. 18. Miscellaneous. a. Notices to Microsoft. Notices, authorizations, and requests in connection with this agreement must be sent by regular or overnight mail, express courier, or fax to the addresses and numbers listed in this agreement. Notices will be treated as delivered on the date shown on the return receipt or on the courier or fax confirmation of delivery. Microsoft Corporation Legal and Corporate Affairs Volume Licensing Group One Microsoft Way Redmond, WA 98052 USA Via Facsimile:(425) 936-7329 b. Assignment. Either party may assign this agreement to an Affiliate only. Assignment will not relieve the assigning party of its obligations under the assigned agreement. If either party assigns this agreement, it must notify the other party of the assignment in writing. c. Subcontractors. Microsoft may use contractors to perform Services and support Online Services. Microsoft will be responsible for their performance subject to the terms of this agreement. d. Severability. If a court holds any provision of this agreement to be illegal, invalid or unenforceable, the rest of the document will remain in effect and this agreement will be amended to give effect to the eliminated provision to the maximum extent possible. e. Waiver. A waiver of any breach of this agreement is not a waiver of any other breach. Any waiver must be in writing and signed by an authorized representative of the waiving party. SelectPlus20l2AgrGov(US)SLG(ENG)(Oct2012) Page 14 of 16 Document X20-04874 f. Applicable law; dispute resolution. The terms of this agreement will be governed by the laws of Registered Affiliate's state, without giving effect to its conflict of laws. Disputes relating to this agreement will be subject to applicable dispute resolution laws of Registered Affiliate's state. g. This agreement is not exclusive. Customer is free to enter into agreements to license, use or promote non -Microsoft software. h. Entire agreement. This agreement, the Product List, all registrations under this agreement, and the Product Use Rights constitute the entire agreement concerning the subject matter and supersede any prior or contemporaneous communications. In the case of a conflict between any of these documents that is not resolved expressly in the documents, their terms will control in the following order: (1) these terms and conditions and the accompanying signature form; (2) the Product List; (3) the Product Use Rights; (4) all registrations under this agreement; and (5) all Orders submitted under this agreement. The terms of any purchase order or any general terms and conditions Customer maintains do not apply. L Survival. Provisions regarding ownership and License rights, fees, Product use rights, restrictions on use, evidence of perpetual Licenses, transfer of Licenses, warranties, defense of infringement and misappropriation claims, limitations of liability, confidentiality, compliance verification, open source license restrictions, obligations on termination or expiration and the other provisions in this section entitled "Miscellaneous" will survive termination or expiration of this agreement and of any agreement in which they are incorporated. j. No transfer of ownership. Microsoft does not transfer any ownership rights in any licensed Product. Microsoft reserves all rights not specifically granted. The Products are protected by copyright and other intellectual property rights laws and international treaties. k. Free Products. It is Microsoft's intent that the terms of this agreement and the Product Use Rights be in compliance with all applicable federal law and regulations. Any free Product provided to Registered Affiliate is for the sole use and benefit of the Registered Affiliate, and is not provided for use by or personal benefit of any specific government employee. I. Amending the agreement. This agreement (except the Product List and the Product Use Rights) can be changed only by an amendment signed by both parties. m. Resellers and other third parties cannot bind Microsoft. Resellers and other third parties do not have authority to bind or impose any obligation or liability on Microsoft. n. Privacy and Security. Microsoft and Enrolled Affiliate will each comply with all applicable privacy and data protection laws and regulations (including applicable security breach notification law). However, Microsoft is not responsible for compliance with any laws applicable to Enrolled Affiliate or Enrolled Affiliate's industry that are not also generally applicable to information technology services providers. Enrolled Affiliate consents to the processing of personal information by Microsoft and its agents to facilitate the subject matter of this agreement. Enrolled Affiliate may choose to provide personal information to Microsoft on behalf of third parties (including Enrolled Affiliate's contacts, resellers, distributors, administrators, and employees) as part of this agreement. Enrolled Affiliate will obtain all required consents from third parties under applicable privacy and data protection law before providing personal information to Microsoft. The personal information Enrolled Affiliate provides in connection with this agreement will be processed according to the privacy statement available at https:llwww.microsoft.comllicensing/servicecenter (see Tooter), except that Product -specific privacy statements are in the Product use rights. Personal data collected through Products or Services may be transferred, stored and processed in the United States or any other country in which Microsoft or its service providers maintain facilities. By using the Products or Services, Customer consents to the foregoing. Microsoft abides by the EU Safe Harbor and the Swiss Safe Harbor frameworks as set forth by the U.S. Department of Commerce SelectPlus2012AgrGov(US)5LG(EN6)(002012) Page 15 of 16 Document X20-04874 regarding the collection, use, and retention of data from the European Union, the European Economic Area, and Switzerland. For Online Services, additional privacy and security details are in the Product use rights. o. Natural disasters. In the event of a "natural disaster", Microsoft may provide additional assistance or rights by posting on httpalwww.microsoft.com at such time. p. Copyright violation. Except as set forth in section above entitled "Transferring and reassigning Licenses", the Registered Affiliate agrees to pay for, and comply with the terms of this agreement and the Product Use Rights, for the Products it uses. Except to the extent Registered Affiliate is licensed under this agreement, it will be responsible for its breach of this contract and violation of Microsoft's copyright in the Products, including payment of License fees specified in this agreement for unlicensed use. cl. U.S. export jurisdiction. Products and Fixes are subject to U.S. export jurisdiction. Customer will comply with all U.S. Export Administration Regulations and International Traffic in Arms Regulation requirements as well as all end -user, end -use, and destination restrictions issued by the U.S. and other governments applicable to this agreement. For additional information, see http://www.microsoft.com/exporting. SelectPI us201 2AgrGov(U S)S LG (E NG)(0ct201 2) Page 16 of 16 Document x20-04874 Microsoft Licensing, GP Document Summary Form * This is for informational purposes only * MSE#: (MSLI Tracking Number) Doc Type: i Subsidiant: i Country: LAR/LADIESA: Dell ]Inc. ProaramNersio SLP SLG 2012 3-0000003183189 Signature Form Do not modify the formatting or spacing of this Form above this text Account Manager Name / Alias: United States ACCOUNT: County of Riverside Outsourcer Narre: 1 Business Agreement Number: Master Agreement Number: 7756479 Agreement Number. 7657738 Purchase Order Number: comments: Last Saved by Quinn Greenly Revision 3.9 712312013 2,02.23 PM (IVISLI Scanning Code) 1011212005 no Microsoft Program Signature Form MBAIMBSA number Agreement number / -7 5 / Volume Licensing Proposal ID 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. Contract DoCUrnent Select Plus Agreement NUmber or Code X20-04874 <Choose A reemenb Document Number or Code <Choose A reement> Document Number -or Code <Choose A reement> Document Number or Code <Choose Agreement: :. Document Number or Code Select Plus Affiliate R6gistration Form X20-04921 <Choose Enrollment/Be istration: Document Number or Code <Choose Enrdllment/Re istration> Document Number or Code <Choose Enrollment/Re istration> Document Number or Code <Choose EnrolimenVRegistration> = . Docurent Number or Code Document Description Document Number or Code Document Description Document Number or Code Document Description Document Number or Code Document. Description Document Number or Code Document. Description Document Number or Code 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 Signature* � l Printed First and Last entity name)* County of Riverside Ines Mark Printed Title* Procurement Contract Specialist Signature Date* 07/17/2013 Tax ID 95-6000930 FOR �1M1 PP/�y/�OV T C TY COUN 11 I h "Indicates required field BY. I — s ProgramSig n Form (MSSig n)(NA, LetAm)ExBRA,MLI (ENG)(Oct21N 2) Page 1 of 3 1�3 Optional fo Customer signature or outsourcer signature (if applicable) Name of Entity (must be legal entity narne)* Signature* Printed First and Last Name* Printed Title* Signature Date* field Name of Entity (must be legal entity name)* Signature` Printed First and Last Name* Printed Title* Signature Date* * indicates required field if Customer requires physical media, additional contacts, or is reporting multiple previous Enrollments, include the appropriate form(s) with this signature form. After this signature farm is signed by the Customer, send it and the Contract Documents to Customers 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 Licensing, GP Dept. 551, Volume Licensing 6100 Neil Road, Suite 210 Reno, Nevada 89511-1137 USA ProgramSign Form (M5Si9n)(NA,LatArr)ExBRA,MLI (ENG)(oc=12) Page 2 of 3 Prepared By: Name of Preparer Email of Prepares ProgramSignForm(MSSig n)(NA,LatAm)ExBRA,M LICE NG)(Oct2ol2) Page 3 of 3 �l Ste+` .... -- -- r' I ,i,, V(di.11lic I_il,pi3:ill(i Program Signature Form MBAlMBSA number RIVC 0-8084445-M- AMD2 Agreement number 8084445 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, Institulion, 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. DocumentContract <Choose.A reement> <Choose A reement> <Choose A reement> Choose A reement> <Choose A reement> <Choose Enrollment/Re Istration> <Choose Enrollment/Re istratlon> <Choose EnrollmentlRe is ration> <Choose EnroilmenttRe istratlon <Choose Enrollment/Re istratlon> Amendment to Contract Documents CTM-FWK-CTC-AGR 8084445 By signing below, Customer and the Microsoft Affittale agree that both parties (1) have received, read and understand the above contract documents, Including any websltes or documents incorporated by reference and any amendments and (2) agree to be bound by the terms of all such documents. Name of Entity za entity name)" County of Riverside Signature" �% Printed First and Last Name" IRR 144" JR. "A,Z Printed Title 5 f?,. Co/vve4cr S 60,4LIST Signature Date" 0l%3v / Zo Z7a �1 a Tax ID "Indicates O rL m ProgramSignForm(MSSign)(NA, LatAin)ExBRA(FNG)(Ocl2o 19) Page i of 2 Document X20-12845 Optional 2nd Customer signature orOutsourcer 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* ' indicates reaulred field If Customer requires additional cpnlacts 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 Nell Road, Suite 210 Reno, Nevada 89511-1137 USA ProgramSignForm(MSSIgn)(NA,La1Am)Ex8RA(ENG)(Oc12019) Page 2 of 2 Documeni X20-12845 ' ' IVI;11.i i, ,,­,.t;tg6. Volurille I_.icc l lsi1- q Amendment to Contract Documents Agreement Number 8084445 RIVCO-8084445-M- AMI72 This amendment ("Amendment") Is entered into between the parties identified on the attached program signature form. It amends the Enrollment or Agreement identified above. All terms used but not defined in this Amendment will have the same meanings provided in that Enrollment or Agreement. Microsoft Services Amendment to the Enterprise Enrollment Federal, State and Local Government & Public Educational Institutions Enrolled Affiliate is ordering Professional Services described In the attached Statement of Services (SOS) In connection with the Products licensed by Enrolled Affiliate under the Enrollment. The parties agree that the Enrollment Is amended to add the following terms that shall apply to the services described in the SOS. Terms and Conditions ?. Definitions. All terms defined in the Agreement and the Enrollment shall apply to this Amendment unless otherwise stated. Additional terms are defined as follows; "Customer" means the legal entity that has entered into the Agreement; "Customer Data" means all data, including all text, sound, software, image or video files that are provided to Microsoft by, or on behalf of, Customer and its Affiliates in connection with Professional Services; 'day" means a calendar day, except references that specify "business day'; "Fix" or"Fixes" means Product fixes, modifications, enhancements, or their derivatives, that Microsoft either releases generally (such as Product service packs) or that Microsoft provides to Customer when performing Professional Services to address a specific issue (including, but not limited to, workarounds, patches, bug fixes, beta fixes and beta builds); "Microsoft" means the Microsoft Affiliate that has entered Into the Agreement and its Affiliates, as appropriate; "Pre -Existing Work" means any computer code or materials developed or otherwise obtained independently of the efforts of a party under a Statement of Services; "Professional Services" means all Product Support services and Microsoft consulting services or advice provided to Customer under this Amendment. "Professional Services" does not Include Onllne Services; 'Service Deliverables" means any computer code or materials, other than Products or Fixes, that Microsoft leaves with Customer at the conclusion of Microsoft's performance of the Professional Services; 'Statement of Services" means any work orders, services descriptions, or other description of Professional Services that Incorporates this Amendment; AmendmentApp v4.0 CTM-fW(-CTC.AQR BD Page 1 or "Trade Secret" means information that is not generally known or readily ascertainable to the public, has economic value as a result, and has been subject to reasonable steps under the circumstances to maintain its secrecy; ..use" or "run" means to copy, install, use, access, display, run or otherwise Interact with; "Volume Licensing Site" means ill:I/www.microsoft.comllicensinglcontracls or a successor site. 2. Services, The precise scope of the Professional Services will be specified in a Statement of Services. Customer or any of Customer's Affiliates may enter into Statements of Services under this Amendment with Microsoft's local Affiliates. Microsoft's ability to deliver the Professional Services depends upon Customer's full and timely cooperation, as well as the accuracy and completeness of any information Customer provides. This Agreement does not obligate either party or its Affiliates to enter into any Statements of Services. 3. Use, ownership, rights and restrictions. a. Products. Unless otherwise specified in the Enrollment, use of any Product is governed by the Use Rights specific to each Product and verslon and by the lerms of the applicable license agreement. h. Fixes and Services Deliverables. 1, Fixes. Each Fix is licensed under the same terms as the Product to which it applies. If the Fix is not provided for a specific Product, any use terms Microsoft provides with the Fix will apply- If no use terms are provided, Customer shall have a non-exclusive, perpetual, Fully paid -up license to use and reproduce the Fix solely for Its Internal business purposes. Customer may not modify, change the file name or combine any Fix with any non -Microsoft computer code, except as expressly permitted in the Agreement. R. Pro -Existing Work. All rights in Pre -Existing Work will remain the sole property of the party providing the Pre -Existing Work. Each party may use, reproduce and modify the other party's Pre -Existing Work only as needed to perform obligations related to Professional Services. W. Services Deliverables. Upon payment In full, Microsoft grants Customer a non-exclusive, non -transferable, perpetual license to reproduce, use and modify the Services Deliverables solely for Customer's internal business purposes, subject to the terms and conditions in this Amendment. Iv. Affiliates' rights. Customer may only sublicense its rights in Services Deliverable$ and Sample Code granted hereunder to Its Affiliates, but Customer's Affiliates may not sublicense these rights. Customer is responsible for ensuring its Affiliates' compliance with this Amendment. c. Non -Microsoft software and technology. Customer is solely responsible for any non -Microsoft software or technology that Customer installs or uses with the Products, Fixes or Services Deliverables, Customer may not install or use non -Microsoft software or technology In any way that would subject Microsoft's intellectual property or technology to obligations beyond those included in this Amendment. d. Sample Code, Upon payment in full, Microsoft grants Customer a non-exclusive, perpetual, non- transferable license to use and modify any Software code provided by Microsoft for the purposes of Illustration ("Sample Code") and to reproduce and distribute the object code form of the Sample Code for Customer's internal business purposes only and not to any unaffiliated third party. e. Restrictions on use. Customer must not (and is not licensed to) (1) reverse engineer, do -compile or disassemble any Product, Fix or Service Deliverable; (2) install or use non -Microsoft software or technology in any way that would subject Microsoft's intellectual property or technology to any other license terms; or (3) work around any technical limitations in a Product, Fix or Services Deliverable or restrictions in Product documentation. Except as expressly permitted in this Amendment or a Statement of Services, Customer must not distribute, sublicense, rent, lease or tend any Product, Fix or Service Deliverable, in whole or in part, or use them to offer hosting services to a third party. AmendmenrApp v4.0 CTM-FWK-CTC-AGR BD Page 2 or 6 Reservation of Rights. Products, Fixes, and Service Dellverables are protected by copyright and other Intellectual property rights laws and international treaties. Microsoft reserves all rights not expressly granted in this Agreement. No rights will be granted or implied by waivor or estoppel. Supportability of Products. Support for Products Is available under the terms of a licensing agreement, a separate Statement of Services or under the terms set forth at htirsalsui)i)ort.nilcrosoft.corn or a successor site. d. Confidentiality. Subject to the requirements of Customer's public records and trade secret laws (if any): "Confidential Information" Is non-public Information that Is designated "confidential' or that a reasonable person should understand Is confidential, and the terms of this Amendment, It includes, but is not limited to, non-public information regarding either party's products, features, marketing and promotions, and the negotiated terms of any Statement of Services. Confidential Information does not Include information that (a) becomes publicly available without a breach of this Amendment, (b) the receiving party received lawfully from another source vrithout a confidentiality obligation, (c) is independently developed, or (d) is a comment or suggestion volunteered about the other party's business, products or services. Each party will take reasonable steps to protect the other's Confidential Information and will use the other party's Confidential Information only for purposes of the parties' business relationship, Neither party will disclose that Confidential Information to third parties, except to its employees. Affiliates, contractors, advisors, and consultants (collectively "Representatives") and then only on a need -to -know basis, under non -disclosure obligations at least as protective as this Agreement. Each party remains responsible for the use of the Confidential Information by its Representatives and, in the event of discovery of any unauthorized use or disclosure, must promptly notify the other party. A party may disclose the other party's Confidential Information if required by law, but only after it notifies the other party (If legally permissible) to enable the other party to seek a protective order. Neither party Is required to restrict work assignments of Its representatives who have had access to Confidential Information. Each party agrees that use of information in representatives' unaided memories in the development or deployment of the parties' respective products or services does not create liability under this Aniendrnent or Trade Secret law, and each party agrees to Ilmit what It discloses to the other accordingly. These obligations apply for a period of five years after the confidential information Is received. 5. Compliance with applicable laws, privacy and security. a. Customer consents to the processing of personal information by Microsoft and its agents to facilitate the subject matter of this Amendment. Customer will obtain all required consents from third parties (including Customer's contacts, reseflers, distributors, administrators, and employees) under applicable privacy and data protection law before providing personal information to Microsoft. h, Personal Information collected through Professional Services (i) may be transferred, stored and processed In the United States or any other country in which Microsoft or its contractors maintain facilities and (ii) will be subject to the privacy terms specified in the Use Rights. Microsoft will abide by the requirements of European Economic Area and Swiss data protection law regarding the collection, use, transfer, retention and processing of personal data from the European Economic Area and Switzerland. c. U.S. Export, Microsoft Products, Fixes and Services Deliverables are subject to U.S, export jurisdiction. Customer must comply with all applicable international and national laws, including the U.S. Export Administration Regulations, the International Traffic In Arms Regulations, and end -user, end use and destination restrictions by U.S, and other governments related to Microsoft Products, services, and technologies. 6, Warranties. AmendmentApp v4.0 CTUITWK-CTC-AGR Bt] Page 3 of 5 a. Limited warranties and remedies — Professional Services, Microsoft warrants that It will perform Professional Services with professional care and skill. It Microsoft fails to do so, and Customer notifies Microsoft within 90 days of the date the Professional Services were performed, then Microsoft will, at Its discretion, either re -perform the Professional Services or return the price paid for them. These remedies are Customer's sole remedies for breach of warranties in this section. Customer waives any breach of warranty claims not made during the warranty period. b. Exclusions. The warranties in this section do not cover problems caused by accident, abuse or use In a manner inconsistent with this Amendment, including failure to meet minimum system requirements. These warranties do not apply to free, trial, pre-release or beta Products or to components of Products that Customer Is permitted to redistribute. DISCLAIMER. Except for the limited warranties above, Microsoft provides no other warranties or conditions and disclaims any other express, implied or statutory warranties, Including warranties of quality, merchantability, fitness for a particular purpose, title and non -infringement. 7. Defense of third -party claims. To the extent not prohibited by applicable law, the parties will defend each other against the third -party claims described In this section and will pay the amount of any resulting adverse final judgment or approved settlement, but only if the defending party Is promptly notified in writing cf the claim and has the right to control the defense and any settlement of it (subject to (subject to 28 U.S.C. § 516 Is Customer is a Federal Government agency). The party being defended must provide the defending party with all requested assistance, Information and authority. The defending party will reimburse the other party for reasonable out- of-pocket expenses it Incurs in providing assistance, This section describes the parties' sole remedies and entire liability for such claims. a. By Microsoft. Microsoft will defend Customer against any third -party claim to the extent It alleges that any Fix or Services Deliverable made available by Microsoft for a fee and used within the scope of Section 3 of this Amendment (unmodified from the form provided by Microsoft and not combined with anything else) misappropriates a trade secret or directly Infringes a patent, copyright, or trademark or.other proprietary right of a third party. If Microsoft Is unable to resolve a claim of Infringement under commercially reasonable terms, it may, at Its options, either (1) modify or replace the Fix or Services Deliverable with a functional equivalent; or (2) terminate Customer's license and refund any fees paid for such Flx(es) and Services Deliverable(s). Microsoft will not be liable for any glalms or damages dUe to Customer's continued use of a Product, Fix or Services deliverable after being notified to stop due to a third=party claim. b. By Customer. To the extent permitted by applicable law, Customer will defend Microsoft against any third -party claim to the extent it alleges that Customer's use of any Fix or Services Deliverable alone or In combination with anything else, violates the law or damages a third party. c. Notwithstanding the foregoing, Microsoft's rights set forth in this section (and the rights of the third party claiming infringement) shall bo governed by the provisions of 28 U.S.C, § 1498, if Customer Is a Federal Government agency, - 8. Limitations of liability. Each party's maximum, aggregate liability to the other is limited to direct damages finally awarded in an amount not to exceed the amounts Customer was required to pay for the applicable Statement of Services, subject to the following. a. Free Professional Services and Distributable Code. For Professional Services provided free of charge and code that Customer is authorized to redistribute to third parties without a separate payment to Microsoft, Microsoft's liability is limited to direct damages finally awarded up to US$5000. b, Exclusions. In no event will either party be liable for any Indirect, incidental, special, punitive, or consequential damages, or for loss of use, loss of business information, loss of revenue, or Interruption of business, however caused or on any theory of liability. c. Exceptions, No limitation or exclusions will apply to liability arising out of either party's (1) confidentiality obligations (except for all liability related to Customer Data, which will remain subject AmendmenlApp v4,0 CTM-Fwtt-CTC-AGR B❑ Page 4of6 to the limitations and exclusions above); (2) defense obligations; or (3) violation of the other party's intellectual property rights. 9. Term and termination. This Amendment will remain In effect until terminated. Either party may terminate this Amendment at any time without cause by giving the other party at least 60 calendar days prior written notice. Terminating this Amendment will not affect any existing Statements of Services but will terminate the ability of the parties to enter into subsequent Statements of Services. Customer may terminate a Statement of Services upon 30 days' notice. Either party to the Statement of Services may terminate it if the other party is in material breach or default of any obligation that is not cured within 30 calendar days' notice of such breach. Microsoft may terminate a Statement of Services if Customer fails to pay any invoice that Is more than 60 days outstanding. Customer agrees to pay all fees for Professional Services performed and expenses incurred prior to termination and any additional amounts that may be specified in a Statement of Services. Upon Microsoft's receipt of payment for the Professional Services, Customer's interests In the Services Deliverables will vest. 10. Miscellaneous. a. Notices. Notices must be sent to the address on the signature page of this Amendment or on an applicable Statement of Services, All notices, authorizations, and requests given or made in connection with this Amendment must be In writing and will be treated as delivered on the date shown on the return receipt or on the courier or fax confirmation of delivery. Microsoft may provide Information to Customer about upcoming ordering deadlines., services and subscription information in electronic form, including by email to contacts provided by the Customer, £mails will be treated as delivered on the transmission date. b. Applicable law; dispute resolution. This Amendment together with the applicable Statement of Services will be governed by the laws set forth In the Agreement. c. Severability. If any provision of this Amendment is held to be unenforceable, the balance of the Amendment will remain in full force and effect. d. Waiver. Failure to enforce any provision of this Amendment will not constitute a waiver. Any waiver most be made in writing and signed by an authorized representative of the waiving party, e. Survival. All provisions survive termination orexpiratlori of this Amendment, except those requiring performance only during the term of a Statement of Services. f. Microsoft as independent confracfor. The parties are independent contractors. Customer and Microsoft each may develop products independently without using the other's Confidential Information. g. Use of contractors. Microsoft may use contractors to perform Professional Services but will be responsible for their performance subject to the terms of this Amendment. h. insurance while performing Professional Services on Customer's premises. Microsoft will mai6t2ln industry -appropriate Insurance coverage at all times when performing Professional Services on Customer's premises under this Amendment via commerciai insurance, self -Insurance, or any other similar risk financing alternative. Microsoft will provide Customer with evidence of coverage on request. i, Amendments. Any modification to this Amendment must be executed by both parties, except that Microsoft may change the Product Terms and Use Rights In accordance with the terms of the Agreement. Any additional or conflicting terms and conditions contained in Customer's purchase order are expressly rejected and will not apply, J. No transfer of ownership. Microsoft does not transfer ownership rights in any Product. The Products are protected by copyright and other intellectual property rights, laws and international treaties. AmendmentApp 0.0 CTM-Fvdl(-CTC-AGR B6 Page 6 of 6 h. Professional Services payment terms. Customer agrees to pay all fees In a Statement of Services within 30 days of the date of Microsoft's Invoice unless the Statement of Services provides otherwise. Microsoft may assess a finance charge of the lesser of 18% per annum, accrued, calculated and payable monthly or the highest amount allowed by law on all past due amounts due to Microsoft. Microsoft will have no obligation to continue to provide Professional Services if Customer falls to male timely payment. Taxes. If any amounts are to be paid to Microsoft, the amounts owed are exclusive of any taxes. Customer shall pay all value added, goods and services, sales, gross receipts or other transaction taxes, fees, charges or surcharges or other similar taxes, shares or tees or any regulatory cost recovery and other surcharges that are owed under this Amendment and which Microsoft is permitted to collect from Customer. Customer shall also be responsible for an applicable stamp taxes and for all other taxes that it is legally obligated to pay, Including any taxes that arise on the distribution of provision of Professional Services by Customer to its Affiliates. Microsoft shall be responsible for payment of all taxes based upon its net Income, gross receipts taxes Imposed in lieu of taxes on income or profits, or taxes on Microsoft's property ownership. If any taxes are required to be withheld on payments made to Microsoft, Customer may deduct such taxes from the amount owed and pay them to the appropriate taxing authority; provided however, that Customer shall promptly secure and deliver an official receipt for those withholdings and other documents reasonably requested by Microsoft to claim a foreign tax credit or refund. Customer will ensure that any taxes withheld are minimized to the extent possible under applicable law. m. No third -party boneficfaries. This Amendment does not create and third -party beneficiary rights. Except for changes made by this Amendment, the Enrollment or Agreement identified above remains unchanged and In full force and effect. If there is any conflict between any provision in this Amendment and any provision In the Enrollment or Agreement identified above, this Amendment shall control. This Amendment must be attached to a signature form to be valid. Microsoft Internal Use only: _Consulting Services Amendment for EA CTM CTM-FWK-CTC-AGR BID Attach, docx AmendmentApp v4.0 CTM-FVVK-CTC-AGR BD Page 6 of 6