Alameda City Council
April 21, 2026

SUBMITTAL TO THE BOARD OF SUPERVISORS

COUNTY OF RIVERSIDE, STATE OF CALIFORNIA
ITEM: 3.22
(ID #25566)
MEETING DATE:

FROM: RIVERSIDE COUNTY INFORMATION TECHNOLOGY Tuesday, September 10, 2024 SUBJECT: RIVERSIDE COUNTY INFORMATION TECHNOLOGY: Approve the Licensing Solution Providers (LSPs) Agreements with SHI International Corp., Insight Public Sector. Inc, Crayon Software Experts., Zones LLC., CDW Government LLC, Dell Marketing LP, and Softchoice Inc. to provide Microsoft products and services to all governmental entities within the State of California using the County of Riverside's Enterprise Agreement no. 8084445 from November 1, 2024, through October 31, 2027, with the option to renew for three additional years through October 31, 2030, All Districts. [RCIT ISF Contract Revenue] RECOMMENDED MOTION: That the Board of Supervisors:

1. Approve the Licensing Solution Providers (LSPs) Agreements with SHI International Corp., Insight Public Sector. Inc, Crayon Software Experts., Zones LLC., CDW Government LLC, Dell Marketing LP, and Softchoice Inc. to provide Microsoft products and services to all governmental entities within the State of California using the County of Riverside's Microsoft Enterprise Agreement no. 8084445 from November 1, 2024, through October 31, 2027, with the option to renew for three (3) additional years through October 31, 2030;

2. Authorize the Purchasing Agent, in accordance with Ordinance No. 459, and as approved as to form by County Counsel, to sign amendments that exercise the options that stay within the intent of the LSP Agreements; and

3. Authorize the Chair of the Board to sign three (3) copies of the Licensing Solution Providers (LSPs) Agreements on behalf of the County and direct the Clerk of the Board to retain one (1) copy of each of the Licensing Solution Providers (LSPs) Agreements and return two (2) copies of each of the Licensing Solution Providers (LSPs) Agreements to RCIT for distribution.

ACTION:

Herr Orch 877772024

MINUTES OF THE BOARD OF SUPERVISORS
On motion of Supervisor Gutierrez, seconded by Supervisor Perez and duly carried by unanimous vote, IT WAS ORDERED that the above matter is approved as recommended.

Ayes: Jeffries, Spiegel, Washington, Perez and Gutierrez Nays: None Kimberly A. Rector

Absent: None Clerk of the Board
Date: September 10, 2024
xC: RCIT

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SUBMITTAL TO THE BOARD OF SUPERVISORS COUNTY OF RIVERSIDE,

STATE OF CALIFORNIA
FINANCIAL DATA Current Fiscal Year: Next Fiscal Year: Total Cost: Ongoing Cost COST $ $ $ $
NET COUNTY COST $ 0 $ 0 $ $
SOURCE OF FUNDS: Revenue (1% of all enrollments) Budget Adjustment: No For Fiscal Year: 24/25-27128
C.E.O. RECOMMENDATION: Approve
BACKGROUND:

Summary
The request before the Board is to approve the Licensing Solution Providers (LSPs) agreements with SHI International Corp., Insight Public Sector. Inc, Crayon Software Experts., Zones LLC., CDW Government LLC, Dell Marketing LP, and Softchoice Inc. to provide Microsoft products and services to all governmental entities within the State of California using the County of Riverside's Enterprise Agreement no. 8084445 (the "Master Agreement") from November 1, 2024, through October 31, 2027, with the option to renew for three (3) additional years through October 31, 2030.

On September 25, 2001 (Agenda Item 3.29), the Board of Supervisors approved all departments in the County of Riverside to enroll in a statewide Microsoft Enterprise Agreement to lower costs and receive the deepest discount available. As a result, the County became the lead agency in managing a statewide Microsoft Master Agreement that provides software licensing across the State of California to government agencies. An agreement of this nature allows for government agencies of any size to lock in pricing for the length of their enrollment, the ability to amortize the cost of new licenses over the length of the contract, and the flexibility to raise and lower commitments on hosted services during the annual license true-up period.

On October 22, 2019 (Agenda No. 3.16), the Board approved the renewal of the statewide Microsoft Enterprise Agreement with ten licensing solutions providers (LSP) to enroll other Government Agencies in Microsoft Enterprise Agreement #8084445 from November 1, 2019, through October 31, 2021. The Purchasing Department and each LSP later amended these agreements in 2020 to be effective from November 1, 2019, through October 31, 2024.

These Licensing Solution Provider Agreements (the "Agreement") are intended to be available and leveraged by government agencies throughout the State of California (the "Enrolled Affiliates"). This type of agreement allows agencies to lock in pricing for the length of their enrollment, amortize the cost of new licenses and support across multiple years, provide unlimited access to all Microsoft software, and allow flexibility to raise and lower commitments on hosted services. Like the County of Riverside, other government entities are challenged to keep their software current while minimizing the associated costs.

SUBMITTAL TO THE BOARD OF SUPERVISORS COUNTY OF RIVERSIDE,

STATE OF CALIFORNIA
The County of Riverside Microsoft Master Agreement is used by all county agencies for the purchase of Microsoft software licenses, software maintenance, cloud services, and professional services. Common desktop products that are purchased include but are not limited to Microsoft Windows, Microsoft Office, Microsoft Visio, and Microsoft Project. Common enterprise products include but are not limited to Microsoft Windows Server, Microsoft SQL Server, and Microsoft System Center. Common cloud subscription services include but are not limited to Microsoft Office 365, Microsoft Intune, and Microsoft Azure.

Over 900 government agencies utilize the existing County of Riverside Microsoft Master Agreement. The County of Riverside has made significant strides toward setting enterprise software and licensing standards, emphasizing consolidated agreements. These standards and volume pricing are shared with other government entities across California as more government agencies discover the benefits of entering into a Microsoft Enterprise Agreement.

Impact on Residents and Businesses
There is no negative impact on residents or private businesses. The master agreement provides maximum discounts because of cooperative efforts with various governmental agencies in California. The County of Riverside will benefit from enrollments from other governmental agencies, which will be 1% of the annual enrollment amount per each Enrolled Affiliate.

Additional Fiscal Information
Licensing Solution Providers (LSPs) will be charged 1% of the annual enrollment amount per Enrolled Affiliate to leverage the Riverside County Master Microsoft Agreement No. 8084445, Select Plus Agreement No. 7756479, Microsoft Unified Support Services, Microsoft Consulting Services, and Microsoft Incident Response.

This will be an annual fee per enrollment, including Affiliates' Shadow Enrollments:

Example - A three-year aggregated agreement with a contract amount of $300K, divisible by three years, will result in an LSP Participation Fee of $1,000 annually ($100K multiplied by 1%).

RCIT will invoice the Awarded LSP annually based on the enrollments verified from the "Reporting of Active Enrollments" list submitted each calendar year. Payment is due to Riverside County Information Technology thirty (30) days from the invoice date. These costs should not be pushed to the customers and should be absorbed by the LSP as directed in the Licensing Solution Provider Agreement and RFQ no. ITARC-00532 Contract History and Price Reasonableness
Purchasing and Fleet Services, on behalf of Riverside Information Technology (RCIT), released a Request for Quote (RFQ #ITARC-00532) for Microsoft Enterprise Agreement Licensed Support Providers' (LSP) Selection, posted publicly on publicpurchase.com on April 16, 2024, (750) potential vendors were notified, and (58) vendors accessed the bid.

SUBMITTAL TO THE BOARD OF SUPERVISORS COUNTY OF RIVERSIDE,

STATE OF CALIFORNIA
Upon bid closing on May 9, 2024, the County received seven (7) responses. The bid responses were based on a percentage markup from Government level D pricing established by Microsoft and provided to all LSPs. The markup ranges from 1.1% to 5.5% for Microsoft Enterprise Online Services and products and 2% to 7% for Microsoft Incident Response, Unified Support, and Consulting Services. The County team evaluated the responses and decided to award to the seven (7) LSPs who responded to the RFQ to provide support for the entire State of California.

ATTACHMENTS:

A. Licensed Support Provider (LSP) Agreement no. ITARC-00929 with SHI International Corp.

B. Licensed Support Provider (LSP) Agreement no. ITARC-00930 with Insight Public Sector. Inc
C. Licensed Support Provider (LSP) Agreement no. ITARC-00931 with Crayon Software Experts.

D. Licensed Support Provider (LSP) Agreement no. ITARC-00932 with Zones LLC.

E. Licensed Support Provider (LSP) Agreement no. ITARC-00933 with CDW Government LLC
F. Licensed Support Provider (LSP) Agreement no. ITARC-00934 with Dell Marketing LP and
G. Licensed Support Provider (LSP) Agreement no. ITARC-00935 with Softchoice Inc.

Melissa Curtis w
Dave Regers
Dave Rogers. 974/2024
Haran Settis
872712024

DocuSign Envelope ID: D1C85720-9C7F-4A8E-8635-A6B1851FAA9E AGREEMENT # ITARC-00929

LICENSED SUPPORT PROVIDER (LSP)
AGREEMENT No. ITARC-00929
For

MICROSOFT PRODUCTS AND SERVICES
UNDER MICROSOFT EA NO. 8084445

BETWEEN

COUNTY OF RIVERSIDE
And
SHI INTERNATIONAL CORP.

This Agreement is entered hetween the COUNTY OF RIVERSIDE. a political subdivision of the State of California. (herein referred to as "COUNTY"'), and SHI International Corp., New Jersey 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-00929 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 Octoher

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 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 1 Revision 1/06/2021
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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.

4. Hold Harmless/Indemnification:

7.1 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 clement of any kind or nature. I.SP 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. L.SP 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.

1.3 I.SP obligation hereunder shall be satisfied when L.SP has provided to County the appropriate form of dismissal relieving county from any liability for the action or claim involved.

5. Termination:

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.
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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 LSP
Riverside County Information Technology SHI International Corp.

Attn: Procurement Contract Specialist Attn: Moitrayce Majumdar 3450 14h Street 290 Davidson Ave.

Riverside. CA 92501 Somerset. NJ. 08873
[email protected]

8. Insurance
Without limiting or diminishing the LSP'S obligation to indemnify or hold the COUNTY harmless.

I.SP shall procure and maintain or causc 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 Departinents. their respective direetors. officers. Board of Supervisors. employees, elected or appointed officials. agents. or representatives as Additional Insureds.

A. Workers' Compensation:

If the I.SP has employees as defined by the State of California. the ISP 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:
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I.SP 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 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 1.SP 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 ISP. 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 hercunder shall be admitted to the State of C'alifornia 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 termn.
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) ISP shall cause LSP'S insurance carrier(s) to furnish the County of Riverside with cither 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 4 Revision 106:2021
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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 covenant of the insurance carriers) that a minimum of thirty (30) days written notice shall he 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) policics does not meet the minimum notice requirement found herein. LSP shall cause LSP's insurance carriers) 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 hercin and the insurance required herein is in full force and effect. LSP shall not commence operations until the COUNTY has heen 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) ISP shall pass down the insurance obligations contained herein to all tiers of subcontractors working under this Agreement.

The insurance requirements contained in this Agreement may be met with a programs) of self-insurance acceptable to the COUNTY.
9) L.SP 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.

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.
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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.

Microsoft Select Plus Agreement No. 7756479.

Amendments No. I- FA Custom Terns CTM (Document No. CTM-CPT-OPT-FWK) Amendments No. 2- FA Customn 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 Agrcement 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 clectronic 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.

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9.6 If the entity is a corporation. the signatures of two corporate officers (the 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. 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 SHI INTERNATIONAL CORP., New Jersey subdivision of the State of California corporation authorized to conduct business in the State of California.
- Docusigned by:

Shuan wat Kristina Mann
By:

Chuck Washington Name: RESERMann
Chair of the Board of Supervisors Title: Sr. Manager - Contracts Dated: 9/10/2024 Dated: 7/2/2024
ATTEST:

Kimberly Rector
Clerk of the Board
Пасту
APPROVED AS TO FORM:

Minh C. Tran
County Counsel
By:_
Paula Salcido
Deputy County Counsel
718/2624
Dated:

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Exhibit A
Scope and pricing
LSP's Scope and responsibilities

1. The Licensed Support Provider (LSP) will rescll all available Microsoft Licensed Support Provider SP) for Microsoft Master Microsoft Enterprise Agreement No. 8084445: Software Licensin oftware Support. Cloud Services such as Azure. Industry Solutions Delivery (ISD) formerly Microsc 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 he liable directly to the LSP of their choosing: and County shall in no way be responsible to any LSP for other entities purchases.

7. The I.SP may remain the ISP 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. ctc.) by Enrolled Affiliates are required to be submitted only through the Affiliate's selected LSP. Multiple I.SP'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 L.SP will provide reports of licenses purchased and added on to enrollment according to Enrolled Alfiliate's specifications. (Intended for an enrollment that has licenses for multiple agencies within a governmental body - ie county, city, ctc.) Frequency will be determined by each Enrolled Affiliate (ic:
monthly. quarterly. etc.).

9. The I.SP will provide. at the Enrolled Affiliate's request. a licensing portal that allows the tracking of licenses beyond the capabilities of the Microsoft VISC. 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. 8 Rosion 14002021
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10. The LSP will provide training to the Enrolled Affiliate's Microsoft administrators on Microsoft portals such as the VI.SC. 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 heneficial 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 ISP 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 capturc. at minimum. the following categories for each produet: SKU. product description. MSRP. NET (Level D). I.SP'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. The I.SP 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 Azurc. Industry Solutions Delivery (ISD). Microsoft Consulting Services (MCS). Microsoft Unified Support and Microsoft incident response. 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 Mierosoft 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.
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18. LSP will be responsible for submitting a completed "Reporting of Active Enrollments" by January 15th of each year for the prior ealendar 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
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Pricing:

1. Microsoft Enterprise License Subscription and services Item Description Price Level Markup %
Enterprise Online Services** (including Full USL.s. From SA USLs. Add-ons and Step Ups) M365 E3 and E5. Enterprise
Level D 1.10
Mobility + Security E3 and ES. Office 365 Enterprise El or E3. Windows 10 Enterprise E.3 or ES.

Enterprise Products (Office 365 Pro Plus. Windows 10 Level D 1.10 Enterprise. Core CAL Suite. Enterprise CAL. Suite).
aditional Products ( M365
i Securi dice interprise i empane Visi
Online Plan 1 or Plan 2. Dynamics 365. Azure. SQL Server. Level D 1.10 Windows Server. etc).

Server and Tools Product (applies to Server and Cloud
Enrollments only) SharePoint Server. SQL Server. BizTalk Level D 1.10 Server. Visual Studio. Core Infrastructure Suites, etc.

All products for Select Plus Agreement No.7756479. 1.10 Microsoft Unified Support Services 2.00
Microsoft Consulting Services 2.00
Microsoft Incident Response 2.00

2. License Support Provider (LSP) Solution Area Specific Capability:

Solution Area Specific Capability Number Customer Size Reference? Number of successful customer production 500-100.000

5.000 Yes. Upon Request
mail deployments/migrations?
Number of successful customer production

5.000 500-100.000 Yes. Upon Request
SharPoint deployments/migrations?
Number of successful customer production 2.000 500-100.000 Yes. Upon Request Teams deployments/migrations?
Number of successful customer production 100 500-100.000 Yes. Upon Request Teams Voice deployments/PBX migrations?
Number of people with specialized expertise 100 N/A Yes. Upon Request on technologies listed above
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3. License Support Provider (LSP) service rates:

Certified Competency Hourly Rate (On
Data and Artificial Intelligent (Yes/No) Premise)
Build Intelligent Apps Yes $300.00
Build Intelligent Agents Yes $300.00
Machine Learning Yes $300.00
Internet of Things Yes $300.00
Globally distributed data Yes $300.00
OSS Databases Yes $300.00
Cloud Scale Analytics Yes $300.00
Data Platform Modemization to Azure Yes $300.00
Windows Server on Azure Yes $300.00
Security & Management Yes $300.00
Datacenter Migration Yes $300.00
Modern Business Intelligence Yes $300.00
Copilot Yes $300.00
Biz Apps
Customer Service Yes $300.00
Field Service Yes $300.00
Marketing Yes $300.00
Talent Yes $300.00
Finance and Operations Yes $300.00
Business Central Yes $300.00
Power Apps Yes $300.00
Power BI Yes $300.00
Apps and Infrastructure
Azure Stack Yes $300.00
High Performance Compute Yes $300.00
Cloud Native Apps using Serverless Yes $300.00
Modernize Apps Yes $300.00
SAP on Azure Yes $300.00
Linux on Azure Yes $300.00
Dev Ops Yes $300.00
Business Continuity & Disaster Recovery Yes $300.00
Windows Server on Azure Yes $300.00
Security & Management Yes $300.00
Datacenter Migration Yes $300.00
Modern Workplace
User Adoption & Change Management Yes $300.00
Security Yes $300.00
GDPR & Compliance Yes $300.00
Teamwork Yes $300.00
Calling & Meetings Yes $300.00
Modern Desktop Yes $300.00
Office 365 Migration Assistance Yes $300.00
Mail Yes $300.00
Teams Yes $300.00
SharePoint Yes
530000
OneDrive Yes
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Exhibit B

LSP REPORTING OF ACTIVE ENROLLMENTS
MICROSOFT ENTERPRISE AGREEMENT No. 8084445
LSP Name Company name
RIVCO
Contract ID | TBD
Annual
Sales
Reporting Enrollment
Master Enrollment Enrollment Start End Term: Enrollment Contact Enrollment Calendar
Enrollment Number: Entity: Date: Date: Year Contact: Email: Contact Tel:

County of xX/XX/ xx/XX
Riverside XXXX /XXXX John Doe
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DocuSign Envelope ID: D1C85720-9C7F-4A8E-8635-A6B1851FAA9E AGREEMENT # ITARC-00929
Exhibit C

MICROSOFT LSP PARTICIPATION FORM

JIM SMITH
Chief information Officer

DARRYL POLK
Chief Technology Officer
RCIT

TRACY TILLMAN
Deputy Director Admin - I

ANTHONY CHOGYOJI
Chief Information Security Officer
Microsoft LSP Participation Form
(RFQ #ITARC-00532 Attachment 2)
Complete this form and return to: Payment should be made to:

Riverside County Information Technology
Attention: Linda Fakhouri 450 14th Street, Fourth Floo
E-mail: [email protected] liverside, CA 9250
County of Riverside TIN #: 95-6000930
Company Name: SHI International Corp
Name: Moltrayee Majumdar Title: Senior Proposal Specialist Address: 290 Davidson Ave.

City: Somerset, NJ - Zip Code: 08873 _Telephone#: 888-764-8888 Fax#: 732-805-9669 Email: [email protected]
The County of Riverside is the host of the Microsoft Master Agreement No. 8084445. All questions regarding the products and licensing should be directed to Microsoft.

By signing below, 1am agreeing to pay the participation fees for each enroliment that is established by leveraging the County of Riverside Master Agreement in accordance to the schedule referenced on RFQ# ITARC-00532 and any subsequent contracts and / or amendments.

By signing below, I also agree that all enrollments will be submitted to Microsoft direct, to report enrollment activity and comply to the payment schedule per RF # ITARC-00532 to Riverside County Information Technology.

Please reference the remittance information above for where to send the payment. Failure to comply may result in the award being rescinded.

Matrage Majumdar 04/26/2024
Signature Date
Moitrayee Majumdar Senior Proposal Specialist
Printed Name Title
Riverside Caanty crevation Lene a lord ligen
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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.

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 ycar 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
DocuSign Envelope ID: D1C85720-9C7F-4A8E-8635-A6B1851FAA9E AGREEMENT # ITARC-00929
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-by- product.aspx?83ffdda4-a263-4123-9752-1122538c0a96=True
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Exhibit E
Microsoft Enterprise Agreements and Amendments
EI) Microsoft Enterprise Agreement No. 8084445.

E2) Microsoft Select Plus Agreement No. 7756479.

E3) Amendments No. I- EA Custom Terms CTM (Document No. CTM-CPT-OPT-FWK) E.4) Amendments No. 2- EA Custom Terms (Document No. CTM-FWK-CTC-AGR).

Revision 1/06/2021
:
-.. ' Mirrori Volume Licensing
Program Signature Form
MBA/MBSA number
Agreement number 8084445
soi red er the applical be cite sumere, ised bed wilt the documents helow. Microl requires the or the purposes of this form, "Customer" can mean the signing entity, Enrolled Afflfat overnment Parlner, Institution, or other party entering into a volume licensing program agreemer This signature form and all contract documents identified In the table below are entered into belween the Customer and the Microsoft Affiliate signing, as of the effective date identified below.

Contract Document Number or Code
‹Choose Agreement>
<Choose Agreement>
<Choose Agreement>
‹Choose Agreement>
<Choose Agreement>
‹Choose. Enrollment/Registration>
‹Choose Enrollment/Registration>
<Choose Enrollment/Registration>
<Choose Enrollment/Registration>
‹Choosè Enrollment/Registratlon>
Amendment to Contract Documents CTM-FWK-CTC-AGR (8084445) By signing below, Customer and the Microsoft Affiliate agree that both parties (1) have recelved, read DATE and understand the above contract documents, including any websites or documents incorporated by 1/30/2020. reference and any amendments and (2) agree to be bound by the terms of all such documents.

Customer
lame of Entity (must be legar entity name)* County of Riversid signature dee
FORM APPROVE COUNTY UNSEL Printed First and Last Name* RICHARD R. HAI Printed THe SR. PROCUREMENT CONTRACT SPECIALIST
Signature Date 01/30/2020
BY: SUSANNAN. OH Tax ID
* Indicates required field
Program SignForm(MSSign)(NA, LatAm)ExBRA(ENG)(Oc12019) Page 1 of ocument X20-1284
Microsoft Affiliate
Microsoft Corporation
Signature Microsattenden
Printed First and Last Name
Microsoft Copporation
Printed Title
Signature Date JAN 2:9 2020
(date Microsolt Affiliate countersians)
-Shirley Snyder
Agreement Effective Date July Authorized on behalf o
(may be different than Microsoft's signatute dale) Microsoft Corporation Optional 2nd Customer signature or Outsourcer signature (if applicable) Customer
Name of Entity (must be legal entity name)*
Signature*
Printed First and Last Name*
Printed Title
Signature Date*
* indicates required fleld
Outsourcer
Namu of Entity (must be legal entity name)*
Signature*
Printed First and Last Name*
Printed Title
Signature Date*
" indicates roquired field
approprime forms) e adis signaturacts or is reporting muligio provious Enrolinents, include the After this signature form is signed by the Customer, send it and the Contract Documents to Customer's The signature orm is tuly exacted by Microst, Customer i receive a contimation copross. When Microsoft Corporation
Dept. 551, Volume Licensing
6100 Nell Road, Suite 210
Reno, Nevada 89511-1137
USA
ProgramSignForm(MSSign)(NA, LalAm)ExBRA(ENG)(Ocl2019) Page 2 of 2 Document X20-12845
Volume Licensing
Amendment to Contract Documents
Agreement Number RIVCO-8084445-M-
8084445 AMD2
Ignature om l amends he Enrolment or Agreement denied above Alonsuseach no prograr i this Amendment will have the same meanings provided in that Enrollment or Agreemen Microsoft Services Amendment to the Enterprise Enrollment Federal, State and Local Government & Public Educational Institutions Enrolled Affillate Is ordering Professional Services described in the attached Stalement of Services (SOS) in connection with the Products licensed by Enrolled Affiliate under the Enrollment. The partles 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 Amendine less otherwise stated. Additional terms are defined as follow "Customer" means the legal enlity that has entered Into the Agreement; Customer Data" means all date, including all text, sound, software, image or video files that are provide Microsoft by, or on behalf of, Customer and its Affillates In connection with Professional Service:
"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 "Microsoft" means the Microsoft Affliate that has entered into the Agreement and its Affiliales, as appropriate;
"Pre-Existing Work" means any computer code or materials developed or otherwise obteined 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;
sevas wi lear he only on outroso promance to rested ares, a Mira. "Statement of Services" means any work orders, services descriptions, or other description of Professional Services that Incorporates this Amendment;
AmendmentApp v4.0 CTM-FWK-CTC-AGR BD

"Trade Secret" means information that is not generally known or readily ascertainable to the public, ha:
economic value as a result, and has been subject to reasonable steps under the circumstances to maintair its secrecy:
"use" or "run" means to copy, Install, use, access, display, run or olherwise interact with; "Volume Licensing Site" means bltp://www.microsoft.com/lice sing/contracts or a successor site. !

2. Services, The precise scope of the Professional Services will be specified in a Statement of Services.

Crosner or cal An is robia as my onler i searents or series dentis po dares. 'ull and timely cooperation, as well as the accuracy and completeness of any information Customer provides This Agreement does not obligate either parly or its Affilietes to enter into any Statements of Services

3. Use, ownership, rights and restrictions.
• Products. Unless otherwise specified in the Enroliment, use of any Product is governed by the U ghts specifio to each Product and version and by the terms of the applicable license agreeme b. Fixes and Services Deliverables.

I. FIxes. Each Fix Is licensed under the same terms as the Product to which it apples. Ifthe Flx 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 modity, change the file name or combine any Fix with any non-Microsof computer code, except as expressly permilled in the Agreement Pre-Existing Work. All rights in Pre-Existing Work will remain the sole properly of the party providing the Pre-Existing Work. Each party may use, reproduce and modily the other party's Pre-Existing Work only as needed to perform obligations related to Professional III. Services Deliverab/es. Upon payment in full, Microsoft grants Customer a non-exclusive, non-transferable, perpetuel 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.
this Amendment.
c. Non-Microsoft software and technology. Customer is solely responsible for any non-Microsoft this Amendment.

AmendmentApp v4.0 CTM-FWK-CTC-AGR BD

f. Reservation of Rights. Products, Fixes, and Service Deliverebles are protected by copyright and other intellectual properly rights laws and international treatles expressly granted In this Agreemant. No rights will be granted or implied by waiver or estoppel

9. Supportabllity of Products. Support for Products Is available under the terms of a licensing agreement, separate Statement of Services or under the lerms set forth a http://stpporl.microsoft.com or a successor site.
:

4. Confidentiality, Subject to the requirements of Customer's public records and trade secret laws (if any):
"Confidentlal 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, markeling and promotions, and the negotlated terms of any Statement of Services.

Confidential Information does not include Information that (a) becomes publicly vallable without a breach of this Amendment, (b) the receiving parly recelved lawfully from another source without a confidentiality obligallon, (c) Is Independently developed, or (d) is a comment or suggestion volunteered about the other parly's business, products or services.

Each parly will take reasonable steps to protect the other's Confidential Information and will use the olher party's Confidential Information only for purposes of the parlies' business ralationship. Neither parly will disclose that Confidential Information to third parties, except to Its employees, Affllates, contractors, advisors, and consultants (colleclively "Representatives") and then only on a need-to-know basis, under non-disclosure obligetions at least as protective as this Agreement. Each parly 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 olher parly'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 parly is required to restrict work assignments of its representatives who have had access to Confidential Information. Each parly agrees that use of information in representatives' unaided memories in the development or deployment of the parles' respective products or services does not create liability under this Amendment or Trade Secret law, and each party agrees to limit 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. Cuslomer consents to the processing of personal information by Microsoft and its agents to facilitate the subject matter of this Amendment. Customer wlil obtein all required consents from third partles (including Customer's contacts, resellers, distributors, administrators, and employees) under applicable privacy and data protection law before providing personal information to Microsoft. b. Personal Information collected through Professional Services (l) may be transferred, stored and processed in the United States or any other country in which Microsoft or its contractors maintain facilities and (i) will be subject to the privacy terms specified in the Use Rights. Microsoft will abide by the regurements of European Economlc Area and Swiss date protection law regarding the collection, use, transfer, retention and processing of personal data from the Europeen 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 appilcable International and national laws, including the J.S. Export Administration Regulations, the Internallonal Traffic in Arms Regulations, and end-user, and use and destination restrictions by U.S. and other governments related to Microsoft Products

6. Warrantles.

AmendmenlApp v4.0 CTM-FWK-CTC-AGR BD

Limited warranties and remedies - Profess/onal Services. Microsoft warrants that it will pertorm Professional Services with professional care and skill. If Microsoft fails to do so, and Customer notifies Microsoft within 80 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 warrantles in this section.

Customer waives any breach of warranty claims not made during the warrenty 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 bete Producis or t components of Products that Customer is permitted to redistribule. DISCLAIMER. Except for thi limited warranties above, Microsoft provides no other warrantles or conditions and disclalms any other express, implied or statutory warranties, including warranties of quality, merchantability, fitness for a particular purpose, title and non-infringement

7. Dofense of third-party claims.

To the extent not prohibited by applicable law, the parties will defend each other against the third-parly claims described in this seclion and will pay the amount of any resulting adverse Inal judgment or approved seltlement, but only if the defending party is promplly notified in writing of the claim and has the right to control the defense and any settlement of it (subject 1o (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 Cuslomer against eny third-party claim to the extent It alleges that any Fix or Services Deliverable made avallable by Microsoft for a fee and used within the scope of Section 3 of this Amendment (unmoditied 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 e third party. If Microsoft is unable to resolve a claim of infringement under commercially reasonable terms, It may, at its option, either (1) modify or replace the Fix or Services Deliverable with a functional equivalent; or (2) terminale Customer's license and refund any fees paid for such Fixes) and Services Deliverable(s). Microsofi will not ba lieble for any clalms 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, vielates the law or damages a third party.

Customer Is a Federal Government agency.

8. Limitations of lability.

Each parly's maximum, aggregate liability to the olher is limited lo direct damages finally awarded i Be amount not to e the he amounts Customer was required to pay for the applicable Staternent o ynent to Microsoll, Microsoft's liability is limited to direct damages finally awarded up US$5000.

AmendrentApp v4,0 CTM-FWK-CTC-AGR BD

to the limitations and exclusions above): (2) defense obligations; or (3) violation of the other party's intellectual properly rights.

9. Term and terminat/on. 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 abilily of the partles to enter into subsequent Stetements of Services. ustomer may terminate a Statement of Services upon 30 days' notice. Either parly to the Statement c arvices may terminate it if the other party Is in material breach or default of any obligation that is not cure

10. Miscellaneous.
a. Notices. Natices must be sent lo the address on the signature page of this Amendment or on an applicable Statement of Serviçes. All notiçes, aulhörizallons, 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 dellvery. 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. Emails will be trealed as delivered on the transmission date.
b. Applicable law; dispute resolution. This Amendment together with the applicable Statement ervices will be governed by the laws set forth in the Agreemer 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 lo enforce any provision of this Amendment will not constitule a waiver. Any waiver must be made in writing and signed by an authorized representative of the waiving perty. e. Survival. All provisions survive termination or expiration of this Amendment, except those requiring performance only during the term of a Statement of Services. f. Microsoft as independent contractor. The parles are Independent contractors. Customer and Microsoft each may develop products Independenly without using the other's Confidential Information.
g. Use of contractors. Microsoft may use contractors lo perform Professional Services but will be responsible for their performance subject to the terms of this Amendment. coverage on request.

1. Products are protected by copyright and offer if lectual property is as and real tal AmendmentApp v4.0 CTM-FWK-CTC-AGR BD
Page Боf6
k. 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 fails to make timely payment.

1. Taxes. If any amounts are lo be pald 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, chares or fees or any reguletory cost recovery and other surcharges thal 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 laxes that it is legally obligated to pay, including any taxes that arise on the distribution of provision of Professional Servicas 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 prolits, or taxes on Microsoft's property ownership.

If any taxes are required to be withheld on payments made to Microsoft, Customer may deduct such in. No third-party beneficiarles. This Amendment does not creale and third-party beneficiary rights.

Except for changes made by this Amendment, the Enroliment or Agreement identified above remains unchanged and in full force and effect. If there is any conflict between any provision in this Amendmen 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:

Alasting Senices Amendment for EA CTM-FWK-CTC-AGR BD
AmandmentApp v4.0 CTM-FWK-CTC-AGR BD

8 Microsoft Volume Licensing
Program Signature Form
MBA/MESA ramher 004-kayleed-5-04
Agreement number 8084445
Notc: Enter the applicable active numbers associated with the documents below. Microsoft requires the associated aclive 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 forn and all contract documents identified in the table below are entered into belween the Customer and the Microsoft Affiliate signing, as of the effective date identified below.

Contract Document +s * Numberor Codo
Enlerprise Agreement X20-10209
-Choose Agreement: Document Number or Code
< Choose Agreement> Document Number or Code.
«Choose Agreemen!> Document Number or Code
‹Choose Agreement» Documen Number or Code.
‹Choose Enfollment/Registration> Document Number or Code ‹Choose Enrollient/Registration> Docurnent Number or Code ‹Choose Enrollment/Registration» Document Number or Code ‹Choose Enrollment/Registration» Document Number or Code ‹Choose Enrollment/Registrations Document Number or Code Amendment to Contract Documenis CTM-CPT.OPT-FWK (new)
By signing below, Cuslomer and the Microsoft Affiliate agree that both parties (1) have reccived, road! DATE and undersland the above contract documents, including any websites or documents incorporated b reference and any amendments and (2! agree to be bound by the terms of all such documents 8/22/19 A Customer 2-EL
Name of Entily (mual bo lega, entily name) Counly of Riverside Signature /hU

FORMAPPROVED, COUNTY COUNSEL
Signature Date 08/22/2019
SUSANNA N. OH
Tax ID
* indicates required field
810
Pact: 1012
/ Microsof Atlad mY
Microsoft Corporation
signature C02 Чей - Microsoft
Printed First and Last Name Microsoft Corporation
Printod Title
AUG 2 3 2019
Signature Date
(dale Nic usoll Afflale countersig is! Chance Krai
Agreement Effective Date
(sy he cfleren: than Micrusoft s synature date) 8/23/2019 Optional 2^" Customer signature or Outsourcer signature (if applicable) Customer:

Name of Entity (must be legal entity name)*
Signature*
Printed First and Last Name*
Printed Title :

Signature Date*
• indicates required field
Outsourcer"
Name of Entity (must he legal cntity namc)"
Signature*
Printed First and Last Name*
Printed Tille
Signature Date*
ilicates required field
I Custone aprice parat nei, asia roars, or is raping mutile premous Enoments. fter this signature form is signed by the Customer, send it and the Contrac! Documents to Custamer he signature form cly executed by are ori, Cushme vil receive a contration coyest Whe Microsoft Corporation
Dept. 551, Volume Licensing
6100 Neil Road. Suite 210
Remw. Nevady 89511.1137
USA

!
8 Microsofi Volume Licensing
Amendment to Contract Documents
Agrection Number
004-kayleed-s-0u
8084445
This ameadinent (Amendment") is entered into belween the parties identified on the altached programn signature form. It amends the Enrollment or Agreement identified above. All terns used hut nol defined in this Amendinent will have lhe same meanings provided in that Enrollment or Agreement.

Enterprise Agreement
Custom Terms CTM

1. Section fa, "Term", is hereby amended and restated as follows:
a. Term. The tern of this Agrcement will remain in elfect unless terminated by either parl is described below Etch Enrollinent will have the term provided in that Enrollmen The pricing that Microsoll will offer Enrolled Affiliate's Reseller for Enrollinents effectivr belleen November 1, 2019 through October 31, 2021, and Ihat will apply for the entire initial lerm of such Emollenents, is as follows:

Prodict I Price / Examples include but are not limited to Level the following*:

Enterprise Online Services* Level D M365 E3 and ES. Enterprise Mohility + minus 2% ecurity E3 and E5. Office 365 Enterpri
(inclerling Full USts. firom SA 1 or E3. Windows 10 Enterise E3 or B USLs. Add ons and Step Ups)
Enterprise Products LevelD Oifice 365 Pro Plús. Windows 10 CAlL Sue, Core CAL Suite. Enterprise
Aciditional Products Level D M365 F1, M365 ES Compliance, M365 E5 Security. Office 365 Enlerprise F1, Projeo
intine. Visio Online Plan 1 or Plan 2
Vindows server, A 365. Azure. SQL Serve
Server and Tools Product Level D SharePoint Server, SOL Server, Biztalk i Server, Visual Studio. Core Infrastructure
Emotes its server and Cloud
• Me cranes inciti oil services list ine avsistle in eiler the cemnecial or govemer: doud cHeng s.

Excisions apply to the additional 2%% discount on Enterprise Ontine Services as follows:

C1M.CPT.0PT.FWIC BD
Pana 1s12
-
• The rice 2% diest than plesis order se not a factor in ape i rette the only applicatle factor is the effective date of the Enrollment. • The discount does not apply to any extensions of the initial Tenn or renewal Enrollments
The discourl does not apply to any promotional SKUs. Enrolled Affiliate is entitled t e lower of the promolional price or discounted pric
he price level that applies lo Emollenis elfeclive on or afler November 1, 2021 is Level D lor ail Products
The Reseller and the Enrolled Affilale will determine lhe Enrolled Amliale's actual pricé and payment terms.

Except for changes made by Ihis Arrendinent, the Enrollmen! or Agreement identified above remains changed and in full force and eflect. If there is any conflict belween any provision in this Amendmer nd any provision in the Enrollment of Agreement identified above, this Amendment shall contr This Amendment must he attached to a signature form to be valid.

Microsoft Internal Use Only:

Riverside County EA Amend .7. dox [erm I DU
CTM.CPT-APT-FWK BD
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9 Microsoft Volume Licensing
Enterprise Agreement State and Local
Not for else wil Microsof Rosiness Agreemer or Mesold Posiess ard Services Agreemen This Microsoft Enterprise Agreement ("Agreement") is entered into belween the entities identified on the signature form
Effective date. The effective date of this Agreement is the earliest effective date of any Enrolfment enterer nto under this Agreement or the date Microsoft accepts this Agreement, whichever is earlie Agreement, and (5) any order submilted under this Agrcement.

Please note: Docurents relerenced in this Agreement bu: not allached to lhe signature form may be found at http.//www.inicrosoft.com/liceusingicontracts and are incorporaled in this Agreement by reference, including the Product Terms and Use Rights. These documents may contain additional terms an conditions for Products licensed under this Agreement and may be changed from time lo time. Custome shoukl 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
Definitions.
"Affiliate" ineans
a. with regard to Customer.
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 (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 (ili) any other enlity in Customer's stale expressly authorized by the laws of Customer's state 1o purchase under slate contracts: provided that a stale and its Affiliates shall not, for purposes of this definition, be considered lo be Affiliates of the federal government and its Affiliates: and
b. with regard to Microsoft, any legal entity thal Microsofl owns, that owns Microsoft, or that is uncer common ownership with ivicrosoft.
"Customer' means the legal entity that has entered into this Agreement with Microsoft. 'Customer Data" means all data, including all text, sound, soflware, image, or video files that are provides o Microsoft by, er 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 Affiliale" means an entity, either Custorner or any one of Customer's Affiliates that has entered into an Enrotiment under this Agreement.
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"Enrollment" means the document that an Enrolled Affiliate submits under this Agreement to place orders for Products
"Enterprise" means an Enrolled Affiliate and the Affiliates for which it is responsible and chooses on its Enrollment to include in its enterprise.
"Fixes" means Product fixes, modifications or enhancements, or their derivalives, that Microsoft either releases generally (such as Product service packs) or provides to Customer to address a specific issue. "License" means the right to download, install, access and use a Product. For certain Products, a License inay be available on a fixed term or subscription basis ("Subscription License"). Licenses for Online Services will be considered Subscription Licenses.

Microsoft" means the Microsoft Affiliate that has entered into this Agreement or an Enrollment and its Affiliales, as appropriale
"Online Services" means the Microsolt-hosted services idenified as Online Services in the Product Terms "Online Services Terms" means the additional terns that apply to Customer's use of Online Services published on the Volume Licensing Site and'uprialed from time to time. "Product" means all products identified in the Product Terns, such as all Software, Online Services and other web-based services, including pre-release or bela versions. "Product Terms" means the document hat piovides information about Microsoft Products and Professional Services available through volume licensing. The Product Terms rocument is published on the Volume Licensing Site and is updated froin time to time
"SLA" neans Service Levet Agreement, which specifies the minimum service level for Online Services ancl s published on the Volume Licensing Sile
"Software" means licensed copies of Microsoft software identified on the Product Terms. Software does not include Online Services, but Sofiware 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 lhe Produci Terms.
*Trade Secret" means information that is not generally known or readily ascertainable to the public, has econore value as a result, and has been subject to reasonable steps under the ciréumstances to maintain its secrecy.
"use" or "ren" means to copy, install, use, access, display, run or otherwise interact. "Use Rights" means the use rights or terms of service for each Product published on the Volume Licensing Site and updated from time to tire. The Use Rights supersede the ferms of any end user license agreemen! that accompanies a Producl. The Use Rights for Software are published by Microsoft in the Product Terns The Use Rights for Online Services are published in the Online Services Terms. "Volure Licensing Site" means http://www.microsoft.com/hcensing/contracts or a successor site

2. How the Enterprise program works.
). Enroliments. The Enterprise program gives Customer and/or ils Affiliates the ability lo enle nio one or more Enrollments to order Products. Subscription Enrollments may be available fo Notwithstanding any other provision of this Agreement, only FADINGA (S)SI CENGXNav2016! Page 2 of 11
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c. Licenses. The lypes of Licenses available are (1) Licenses obtained under Software Assurance (L&SA), and (2) Subscription Licenses. These License lypes, 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 10 clownload, install and use soltware Products, and to access and use the Online Services each in the quantity ordered under an Enrollment. The rights granted are subject to the teims of this Agreement, the Use Rights and the Product Terms. Microsoft reserves all rights not expressly granted in this Agreement.
b. Duration of Licenses. Subscription Licenses and most Software Assurance rights are temporary and expire when the applicable Enrollment is terminated or expires, unless the Enrolled Affiliate exercises a buv-out option, which is available for some Subscriplion Licenses Except as olhewise 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
c. Applicable Use Rights.

Products (other than Online Services) The Use Rights in effect on the elfective date of the applicable Enrollment term will 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 lo the Use Rights for a particular version will not apply unless the Enrolled Affiliate chooses lo have those changes apply. The Use Rights applicable to perpetual Licenses that were acquired under a previous agreement or Enrollment are determined by the Agreement or Enrollment uncer which they were acquired. Renewal of Software Assurance does not change which Use Rights apply to those Licenses.
(Il) Online Services. For Online Services, the Use Rights in effect on the subscription start date will apply for the subscriplion term as defined in the Product Terms. d. Downgrade rights. Enrolled Affiliate nay use an earlier version of a Product other than Online Services than the version that is current on the effective date of the Enroliment. 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 earlier Product version includes features that are not in the new version, then the Use Rights applicable to the earlier version apply with respect to those features.
e. New Version Rights under Software Assurance. Enrolled Affiliate must order and maintain continuous Software Assurance coverage for each License ordered. With Sollware Assurance coverage, Enterprise automatically has the right to use a new version of a licensed Product as soon as it is released, even if Enjolled Affiliate chooses nol to use the new version inmediately li) Excepl as otherwise permilted under an Enrollment, use of the new version will be subject ta the new version's Use Rights.
(ii) If the License for the earlier version of the Product is perpetual at the fime the new version is released, the License for the new version will also be perpetual Perpetual Licenses oblained through Sofiware Assurance replace any perpetual Licenses for the earlier

1. License confirmation. This Agreement, the applicable Enrollment, Enrolled Affiliate's order confirmation, and any documentalion evidencing transfers of perpetual Licenses, together will hoof of payment, will be Eniólled Affiliate's evidence of all Licenses obtained under ar Enrollment.

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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 privatization of an entily 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 Enroilment, Microsoft will work with Enrolled Affiliale in good faith to deternine how lo accommodate its changed circumstances in the context of this Agreement.

4. Making copies of Products and re-imaging rights.
a. General. Eurolled Affiliate inay make as many copies of Products, as it needs to distribute Ihem within the Enterprise. Copies must be true and complete (including 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 Affiliale agrees it will be responsible for any third party's actions. Enrolled Affiliale agrees to make reasonable efforts to notify its employees, agents. and any other individuals who use the Proclucts that the Products are licensed from Microsoft and subiect to the terms of this Agreement. b. Copies for training/evaluation and back-lip. For all Products olher than Online Services.

Enrolled Affiliate inay: (1) use up to 20 complimentary copies of any licensed Product in a dedicater training facility on its premises for purposes of training on that particular Product, (2) use up lo 10 complinientary 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 C. Right to re-image. In certain cases, re-inaging is permited using the Product media. If the Microsoft Product is licensed (1) from an original equipment manufacturer (OEM), (2) as a futl packaged Product through a retail source. Or (3) under another Microsoft program, Ihen media provided under this Agreement'may generally be 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 acquired from the separale source for each Product that is re- mayed.
(ii) The Product, language, version, and components of the copies made inusl be identical to the Product, language, version, and all components of the copies they replace and the rumiher of copies or instances of the re-inaged Product permitted remains the same. (il) Except for copies of an operating system and copies of Products licensed under another Microsoft program, the Product type (e.g.. Upgrade or fuil License) re-inaged must he identical to the Product lyne licensed from the separate source (iv) Entrolled Affiliate must adhere to any Product-specific processes or requirements for re- imaging identified in the Product Terms.

This subsection does not create or extend any Microsoft warranty o support obligation
Transferring and reassigning Licenses.
a. License transfers. License transfers are not permitted, except that Customer or an Enrollec Affiliate may transfer only fully-paid perpetual licenses to fi) an Affiliate, or
(ii) a third party solely in connection with the transfer of hardware or emplayees to whoin the Licenses have been assigned as part of (A) a privatization of an Affiliate or agency or of an LA20164g USISG(ENGNov2016)
operating division of Enrolled Affiliate or an Affiliate. (B) a reorganization. or (C) a consolidation.

Upon such transfer, Customer or Enrolled Affiliate must uninstall and discontinue using the licensed Product and render any copies unusable
http://www.miciosoff.com/l:censing/coutmcls and sending the completed form to Microsof No License transfer will be valid unless Enrolled Affiliate provides o the transferee, and he transleree accepts in writing, documents sufficient lo enable the transferee to ascertain the scope, purpose and limitations of the rights gianted by Microsof under the licenses being transferred (includingthe applicable Use Rights, use and transfer restrictions, warranties and fimitations of liability. Any License transfer not made in compliance with this section will be void
C. Internal Assignment of Licenses and Software Assurance. Licenses and Software Assurance must be assigned in a single user or device within the Enterprise. Licenses and Soflware Assurance may be reassigned within the Enterprise 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 pary may terminate this Agreement, without cause, upon 60 days' wrilten nolice. In the event of termination, new Enrollments will not he accented, but any existing Enrollment will continue for the term of such Enrollment and will continue to be governed by this Agreement.
c. Mid-term termination for nol-appropriation of Funds. Enrolled Affiliate may terminate this Agreement or an Enrollment without liability. penalty or further obligation to make payments if funds 1o make payments under the Agreement or Enroltment 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 lemunate an Enrollment if the oiher party materially breaches its obligations under this Agreement, including any obligation to submit orders or pay invoices. Except where the breach is by its nature not curable within 30 days, the terminating party must give the other party 30 days' notice of its intent to terminate and an opportunity to cure the breach.

If Microsoft gives such notice to an Enrolled Affiliate, Microsoft also will give Customer a copy of that notice and Customer agrees to help resolve the breach, If the breach affects other Enrollments and cannot be resolved between Microsoft and Enrolled Affiliale, logether with Customer's help, within a reasonable perioc of time, Microsoft may terminale this Agreement and all Enrollments under it. If an Enrolled Affiliate ceases lo be Customer's Affiliate, il must promplly notify Microsoft, and Microsoft may terminale the former Affiliate's Enrollment If an Enrolled Affiliate terminates its Enroltment as a result of a breach by Microsoft, or if Microsoft lerminates an Enrollment because Enrolled Affiliate ceases lo be Customer's Affiliate, then Enrolled Affiliate will have the early termination rights described in the Enrollment. e. Early terinination. If (1) an Enrolled Affiliale terminates its Enrollment as a resull of a breach Dy Microsoft, or (2) if Microsoft terminates an Enrollment because the Enrolled Affiliate has ceased to be an Affiliate of Customer, or (3) Enrolled Affiliate terminates an Enrollment for non- appropriation of funds, or (4) Microsolt terminates an Enrollment for non-payment due lo non- appropriation of lunds. then the Enrolled Affiliate will have the following options:
(i) It may inmediately pay the iotal remaining amount due, including all installments, in which case, the Enrolled Affiliate will have perpetual rights for all Licenses it has ordered; or Paye 5 of 11
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(li) 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 S overage in the current term) for which payinent has been mace in full, an anc 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:
1) For eligible Products. Enrolled Affiliate may oblain perpetual Licenses as described in the section of the Enrollment titled "Buy-out option," provided that Microsoft receives the buy-out order for those Licenses within 60 days after Enrolled Affiliate provides 2) In the event of a breach by Microsoft, if Customer chooses not to exercise a buy-out option, Microsoft will issue Enrolled Affilaite a credit for any amount paid in advance for Subscription Licenses that the Enterprise will not be able to use lo do the termination of the Enrolliment.

Nothing in this section shail affeci perpetual License rights acquired either in a separale agreement or in a prior term of the terminated Enrollment. f. Effect of termination or expiration. When an Enrollment expires or is terminated, (i) Enrolled Affiliate must order Licenses for all copies of Products it has run for which it has not previously submitted an order. Any and al unpaid payments for any order of any kind remain due and payable. Except as provided in the subsection titled "Early termination," ali unpaid payments for Licenses immediately become due and payable. (ii) Enrolled Affiliate's right to Software Assurance benefits under this Agreemen! ends if it does not reriew Software Assurance
g. Modification or terination of an Online Service for regulatory reasons. Microsoft may modify or lerminate an Online. Service where there is any Current or future government requirement or obligation that: ! 1) subjects Microsoft to any regulation or requirement not generally applicable lo businesses operaling in the jurisdiction: (2) presents a hardslip for Microsoft to continue operating the Online Service without modification; and/or (3) causes Microsoft to believe these terms or the Online Service may conflict with any such requirement or obligation.
*. Procrat me ane crosed may make chaines to his programe ta and make it me as are, lime of an Enrollnent renewal i
Use, ownership, rights, and restrictions.
1 Proclicts. Unless otherwise specified in a suppleniental agreement. use of any Product opened syphe Men Rais seic to each Product and version and by the terms of th *. Fixes ach or precise rodel e ane reme is rept plot do with here a i is Non-Microsoft software and technology. Enroller Affiliate is solely responsible for any nor Microsoft software or technology that it installs or uses with the Products or Fixe BALDIGA (USILG/ENG)(Nov20161 Page Gof :1
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d. Restrictions. Enrolled Affiliate must not (and is not licensed lo) (1) reverse engineer. decompile, or disassemble any Product or Fix. (2) install or use non-Microsolt sofiware or technology in any way that would subject Microsoft's intellectual property or technology to any other license terms; or (3) work around any lechnical limitations in a Product or Fix or restrictions in Product documentation. Custerner must not (and is not licensed to) () separate and run paits 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 of Fixes, in whole or in part, or use them to offer hosting services lo a third parly;
Reservation of rights. Products and Fixes 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 waiver or estoppel. Righis to access or use Solware on a device do not give Customer any right to implement Microsoft patents or other Microsoft intellectual property in the device ilself or in any other software or ‹levices
1 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 Information does not incluce information that (a) becomes publicly available withoul a breach of this agreement, (b) the receiving party received lawfully from another source without a confidentiality obligation. (c) is independently developed, or (di 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 Confittential Intonation to third parties, except to its employees, Affiliates, contractors, advisors and consultants ("Representatives") and then only on a need-to-know basis under nondisclosure obligations at least as protective as this agreement. Each parly remains responsible for the use of the Conficential Information by its Representalives 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 Inforation if required by law; but only after it notifies the other party (if legally permissible) to enable the olher party to seek a protective order.

Neither party is required to restrict work assignments of its Representatives who have had access lo Confidentiat Information Each party agrees that the use of information retained in Representatives' unaided memories in the development or deployinent of the parties' respective products or services does not create liability under this Agreement or trade secret law, and each parly agrees to limit what it discloses lo the other accordingly.

These obligations apply (i) for Customer Dala until it is deleted from he Online Services, and (it) for all other Confidential Information, for a period of five years after a party receives the Confidential Infomation.

9. Privacy and compliance with laws.

1. Enrolled Affiliate consents lo the processing of personal information by Microsoft and its agent:
o facilitate the subiect matter of this Agreement. Enrolled Affiliate will obtain all requires consents from third parties under applicable privacy and data protection law before providing personal information to Microsoft.
. Personal information collected under this agreeinent (i) may be Iransferred, stored an processed in the United States or any olher country in which Microsoft or its service provider:
maintain facilities and (i) will be subject to the privacy terms specifiel in the Use Rights Microsoft will abide by the requirements of European Economic Area and Swiss data protection FAZOIGAJKUSISI GIENG)(NDV2016; Page ? of 11
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law regarding the collection, use, transfer, retention, and other processing of personal data from the European Economic Area and Switzerland.
• U.S. export. Products and Fixes are subject to U.S. export jurisdiction. Enrolled Affiliate mus omply with all applicable international and national laws, including the U.S. Expol se and destination restrictions issued by U.9
products, services and lechnologies.

10. Warranties.
a. Limited warranties and remedies.
(i) 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 for that version If it does not and the Enterprise notifies Microsoft within the warranty term, then Microsoft will. at its option (1) relurn the price Enrolled 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 accorlance 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 reinedies for breach of the warranties in this section. Customer waives any breach of warranty claims not made during the warranty period Exclusions. The warranties in this agreement do not apply to problems caused by accident. abuse, or use in a manner inconsistent with this Agreement, inclucing failure to meet minimum system requirements. These warranties do not apply to free, trial, pre-releasé, or bela products. or to components of Products that Enrolled Affiliate is permitted to redistribute.

Disclaimer. Except for the limited warranties above, Microsoft provides no other warranties or conditions ard 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 clainis described in this section and will pay the amount of any resulting adverse final judgment or approved selllement, but only if the defending paity 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 oul-of-pocket expenses it incurs in providing assistance. This section describes the parties' sole remedies and entire liability for such claims. of the license granted unmodified from the forn provided by Microsoft and not combined with a trade secret or directly infringes a patent, copyright, trademark or other proprietary right of a third party. If Microsoft is unable to resolve a claim of infringement under commercially reasonable lerms, it may, at its oplion, either (1) modify or replace lhe 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 aller the termination dale 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 b. By Enrolled Affiliate. To the extent permitled by applicable law, Enroller Affiliate will defend Microsoft against any third-party claini to the extent it alleges that: (1) any Customer Data or FA20IBAgR(USISLG(ENG)(Nnv20161 Page 8 of 11
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nor-licrosoft software hosted in an Online Service by Microsoft on Enrolled Affiliate's behalf nisappropriates a trade secret or direclly infringes a patent, copyright, Irademark, or othe roprietary right of a third party; or (2) Enrolled Affiliate's use of any Product or Fix., alone or it combination with anylhing else, violates the law or damages a third party

12. Limitation of liability.

For each Product, each party's maximum, aggregate liability lo the other under lhis Agreement is kited o direct damages linally awarded in an amount not to exceed the amounts Enrolled Affiliate was require pay for the applicable Products during the terin of this Agreement, subject to the following Onine Services. For Online Services, Microsoft's maximum liability to Enrolled Affiliate f iv incident civino rise to a claim will not exceed the amount Enrolled Affiliate maid for th Online Service during the 12 months before the incident. b. Free Products and Distributable Code. For Products provided free of charge and code that Enrollect Affiliate is authorized to redistribute to third parties without separate payment to Microsoft, Microsoft's liability is limited to direct damages finally awarded up to US$5,000. c. Exclusions. In no event will either party be liable for indirect, incicental, 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. el. Exceptions. No linitation or exclusions will apply to liability arising out of either parly's (1) confidentiality obligations (except for all liability related to Customer Data, which will remain subject to the limitations and exclusions above); (2) defense obligations; or (3) violation of the other party's intellectual property rights.

13. Verifying compliance.
a. Right to verify compllance. Enrolled Affiliate must keep records relating lo all use and distribution of Products by Enrolled Affiliate and its Affiliales. Microsoft has the right, at its expense, to the extent permitted by applicable lavi. to verify compliance with the Product's Enrolled Affiliate must promptly provide the independent auditor with any information the auditor reasonably requests in furtherance of the verification, including access to syslems running the Products and evidence of Licenses for Products Enrolled Affiliate hosts. suhlicenses, or distributes 10 third parties. Enrolled Affiliate agrees to compete Microsoft's self-audit process, which Microsoft may require as an allernative lo a third party audit Remedles for non-compliance. If verification or self-audit reveals any unlicensed use or rust reimburse Microsoft for the cost Microsoft has incurred in verification and acquire the necessary addlitional licenses at 125% of the price based on the then-current price list and Enrolled Affiliate price level. Thè unlicensed use percentage is based on the total number of licenses purchased compared to acital install base. If there is no unlicensed use. Microsoft wall nol subject Enrolled Affiliate to another 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 prolect its intellectual properly by any other means permitted by law. c. Verification process. Miciosoft 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 a confidentialily obligation. Any information collected in the self-audit will be used solely for purposes of delermining compliance. This verification will lake place during normal business hours and in a manner that does not intertere unreasonably with Emolled

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14. Miscellaneous.
a. Use of contractors. Microsoll may use contractors to perform services, but will be responsible for their performance subject to the terms of this Agreement b. Microsoft as independent contractor. The parties are independent contractors. Enrolled Affiliate and Microsoft each may develop products independently without using the other's Confidenlial Information
c. Notices. Nolices to Microsoft must he sent to the address on the signature forn. Notices must be in writing and will be treated as delivered on the date shown on the return receipt or on the on the transmission dale.
c. Agreement not exclusive. Customer is tree lo enter into agreements to license, use or promole non-Microsoft products.
c. Aniendments. Any amendment to this Agreement must be executed by both parties, except that Microsoft may change the Product Terms and the Use Rights froin time lo lime in accordance with the terms of this Agreement. Any conflicting terms and conditions contained in an Enrolled Affiliate's purchase order will not apply. Microsoft may require Customer to sign a new agreement or an amendment before an Enrolled Affiliate enters into an Enrollment under this agreement.
f. Asslynment. Eilher party may assign this Agreement 1o an Affiliate, but must notify the other party in writing of the assignment. Any other proposed assignment must be approved by the non-assigning party in writing. Assignment will not relieve the assigning party of its obligations under the assigned agreement Any attempled assignment without required approval will be g. Applicable law: dispute resolution. The terms of this Agreement will be governed by the laws of Customer's state, without giving effect to its conflict of laws. Disputes relating to this Agreement will be subject to applicable dispute resolution laws of Customer's state. h. Severability. If any provision in this agreement is held lo be unenforceable, the balance of the agreement will remain in full force and effect
i. Waiver. Failure to enfoice any provision of this agreement will not conslitute a waiver. Any waiver must be in writing and signed by the waiving pany.

No third-parly beneficlaries. ; This Agreement does not creale any third-parly benefician; rights.
k. Survival. All provisions survive termination or expiration of this Agreement except those requiring performance only during the term of the Agreement.

1. Managoment and Reporting. Customer and/or Enrolled Affiliate may manage account cletails . Order of precedence. In the case of a conflict belween any documents in this Agreement th not expressly resolved in those documents, their terms will contil in the following order fro other documents in this Agreement. Terms in an amendinent control over the amended docunent and any prior amendments concerning the same subject matter.

EA2016Ay(US)SLG/ENGI(N©220169 Page I0 of 11
Document X20 10203
n. Free Products. It is Microson'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 governinent 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
Accessibility Templates ("VPATs") for the Microsoft technologies used in providing the Online Services can be found al Microsoft's VPAT page. Further information regarding Microsoft's commitment to accessibility can be found at hilp liwww.microsof comfenable p. Natural disaster. In the event of a "natural disaster," Microsoft may provide additional assistance or rights by pasting them on htte://www.microsofl.com at such time

4. Copyrighl vlolation. Except as set forth in the section above entitled "Transferring and reassigning Licenses", the Enrolled Affiliate agrees to pay for, and comply with the terrs of this Agreement and the Use Rights, for the Products il uses. Except to the extent Enrolled Affiliate is licensed under this Agreement. it will be responsible for its breach of this contract and violation of Microsoft's copyright in the Products, including payment of License fees specified in this Agreement for unlicensed use
E^2016^g(US)SLG(EMG|Nov201G) Page 11 of 11
Donnend X20-10209
:
• ' Microsoft Volume Licensing
Supplemental Contact Information Form
This form applies lo: • MBSA
X Agreement
• Enrollment/Astiale Registration Forin
Isert primary entity name if more lhan one Enrollmen/Registration Forni is submitted
Contact information.
each party will notify the olner in writing if any of the inforinalion in the following contact informatior page(s) changes. The asterisks 1) indicale required fields: if the entity chooses to designate othe the same required fields must be completed for each section. By providing contact hitos: licensing microsoft.com.

1. Additional notices contact.

This contact receives all notices that are sent from Microsoft. No online access is granted to this individual
Naine of entity* County of Riverside
Contact name*: First Regina Last Funderburk
Contact emall address" [email protected]
Street address" 3450 14th Street, 4lh Floor
City* Riverside State/Province* California Postal cocle* 92501-3861 Software Assurance manager.

Eniolinent or Registion online permissions lo manage lle Soltware Assurance benells under ine amne of entity' County of Riversi
ontact name*: First Reair Last Funerburk
Contact email address [email protected]
street address* 3450 14th Street, 4th Floor
City' Riverside State/Province* California : Postal code* 92501-3861

i
- - -
Country' USA
Phone* 951-955-2265 Fax
• This contact is a third parly (not the entity). Warning This contact receives personally identifiable information of the entily.

3. Subscriptions manager.
any complimentary or additional media purchases related to these subscriptions.

Name of entity* County of Riverside
Contact name": First Regina Last Funderburk
Contact email acidress* [email protected]
Street address* 3450 14th Street, 4th 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.

4. Online services manager.

This contact will be provided online pernissions to manage the online services ordered under lie Enrollment or Registration.

Name of entity" County of Riverside
Contact name': First Luis Last Flores
Contact email address* [email protected]
Street address* 3450 141h Streel, 4th Floor
City^ Riverside State/Province* California Postal code 92501-3861 • This contact is a third parly (not 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 suppon-relater activities.

Name of entity* County of Riversicle
Contact name': First Luis _ast Flores
ontact email address" [email protected]
Strect address* 3450 141h Street, 4th Floor
City' Riverside State/Province" California Postal core' 92501-3861 Country' USA
Plione: 951.955-8114 Fax

6. Primary contact information.

An individual from inside the organization must serve as the prinaly contact. This contact receives online administrator permissions and may grant online access to others. This contact also receives all notices Linless Microsoft is provided wrillen notice of a change.

Name of entity* Counly of Riverside
-
SupContadiulet bin(NA.INDMENG) Oc12013) Page 2 01 3
- - -
Contact name*: First Jim Last Smith
Contact email address' [email protected]
Street address* 3450 141h Street, «ith Floor
City Riverside State/Province" CA Postal code" 92501-3861 Country US
Phone* 951-231-5909 Fax

7. Notices contact and online administrator information.

This individual receives online administrator permissions and may grant online access to olhers. This contaci also receives all notices
X Same as prinary contact
Name of entity*
Contact name*: First Last
Contact email address
Strect address'
City* State/Province' Postal code
country
• This contact is a third party (not the entily). Warning: This contact receives personaliy identifiable information of the entity.

Face 3oi3
Microsoft Volume Licensing
Program Signature Form
MBA/MBSA 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 Number or Code
Select Plus Agreement X20-04874
‹Choose Agreement> Document Number or Code
‹Choose Agreement> Document Number or Code
<Choose Agreement> Document Number or Code
«Choose Agreement» Document Number or Code
Select Plus Affiliate Registration Form X20-04921
‹Choose Enrollment/Registration> Document Number or Code ‹Choose Enrollment/Registration> Document Number or Code ‹Choose Enrollment/Registration> Document Number or Code <Choose Enrollment/Registration> 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.

Customer
Name of Entity (must bellegal entity name* County of Riverside Signature*
Printed First and Last Name* Ines Mark ORMAEPROYED COUNTY COUNS Printed Title* Procurement Contract Specialist BY NEAL R. KIPNIS Signature Date* 07/17/2013
Tax ID 95-6000930
* indicates required field
ProgramSignForm(MSSign)(NA,LatAm)ExBRA,MLI(ENG)(Oct2012) Page 1 of 3 Microsoft Affiliate
Microsoft Licensing, GP
Signature
Printed First and Last Name
Printed Title
Sate atro atlate countersigns)
Effective Date
(may be different than Microsoft's signature date)
Optional 21ª Customer signature or Outsourcer signature (if applicable) Customer
Name of Entity (must be legal entity name)*
Signature*
Printed First and Last Name*
Printed Title*
Signature Date*
* indicates required field
Outsourcer
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 forms) 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
ProgramSignForm(MSSign)(NA,LatAm)ExBRA,MLI(ENG)(Oc12012) Page 2 of 3 Prepared By: Name of Preparer
Email of Preparer
ProgramSignForm(MSSign)(NA.LalAm)ExBRA, MLI(ENG)(Oct2012) Page 3 of 3 Microsoft Volume Licensing
Select Plus License Program Agreement State and Local
Contents

1. Definitions.

2. How the Select Plus License program works.

How to establish price level....

License grant — what Registered Affiliates are licensed to run..

How to know what Product Use Rights apply 4

6. How to order Product Licenses.

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.

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
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(ill) 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 t 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://www.microsoft.com/licensing/contracts, 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.

SelectPlus2012AgrGov(US)SLG(ENG)(Oc12012) 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, 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 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
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 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. (ili) 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.
a. Product Use Rights. Microsoft publishes Product Use Rights for each version of eact Product. latest version of the Product Use Rights is available http://www.microsoft.com/licensing/contracts.
(i) Product Use Rights for current and future versions of Products. The Product Use Prat ver une Rights for a particular version will not apply to Registered Affiliates use of (il) 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 SelectPlus2012AgrGov(US)SLG(ENGXOc12012) 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.

How to order Product Licenses.
a. Placing Orders. Registered Affiliate may purchase Licenses and Online Services Microsoft nakes available under this program by placing Orders with Registered Affiliate's authorizer The price and payment terms for all Orders will be determined by agreemen! 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. at http://www.microsoft.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 I. 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 SelectPlus2012AgrGov(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 Products) 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.

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; (il) any county, borough, commonwealth, city, municipality, umen, townstainecial pure la district, orate an incared within township, special purpose district, or other similar type of SelectPlus2012AgrGov(US)SLG{ENG)(Oc12012) Page 6 of 16
Document X20-04874
your state's jurisdiction and geographic boundaries; and (ill) 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 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. short-term basis (90 days or less), or reassign Scriware 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 b. Termination without cause. Either party may terminate this agreement without cause upon 60 days written 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.

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 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 egistration is non-appropriation of funds to the registered affiliate, in which event Microsofi may only terminate the affected registration(s). If a Registered Affiliate ceases to be an SelectPlus2012AgrGov(US)SLG(ENGXOcL2012) 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.

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. for those copies later without first acquiring L&SA
Renewing Software Assurance. If Registered Affiliate is placing an Order for Software SelectPlus2012AgrGov(US)SLG(ENGXOct2012) 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;
(ill) 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.

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Document X20-04874
(il) Security precautions. Subject to the other terms of this agreement, each party agrees:
= 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.

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;
(ili) 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; SelectPlus2012AgrGov(US)SLG(ENG/(Oct2012) Page 11 of 16 Document X20-04874
(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 Secret;or
(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).
(il) 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.

15. Limitation of liability.
a. Limitation on liability. To the extent permitted by applicable law, the liability of each party. to (1) for Products other than Online Services, the amount Customer paid for the Product SelectPlus2012AgrGov(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 (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" "negligence," "gross negligence" as used in this subsection shall mean "recklessness");
(ili) 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 abouts to hid parles. As an armie, Micsol may regure cul 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
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 . If Registered Affiliate installs or uses any non-Microsoft software or technology with the roducts or Fix, it may not do so in any way that would subject Microsoft's intellectua 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 Copies should be sent to:

Microsoft Corporation
Legal and Corporate Affairs
Volume Licensing Group
One Microsoft Way
Redmond, WA 98052
USA
Via Facsimile: (425) 936-7329
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 amended to guest of thel coater i raine alect and this parent wil 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.

SelectPlus2012AgrGov(US)SLG(ENGXOct2012) 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 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.

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 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 privacy statement available at
https://www.microsoft.com/licensing/servicecenter (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 SelectPlus2012AgrGov(US)SLG(ENG)(Oct2012) 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 http://www.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. q. 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.

SelectPlus2012AgrGov(US)SLG(ENG)Oct2012) Page 16 of 16
Document X20-04874
Microsoft Licensing, GP Document Summary Form
* This is for informational purposes only*
MSE#: 3-0000003183189
(MSLI
rackin
umbe
Doc Type: Signature Form
Do not modify the formatting or spacing of this Form above this fext Subsidiary: Account Manager Name / Alias:

Country: United States
LAR/LAD/ESA:

Dell Inc.

Program/Versio
SLP SLG 2012
(MSLI Scanning Code)
ACCOUNT: County of Riverside
Outsourcer Name:

Business Agreement Number:

Master Agreement Number. 7756479
Agreement Number: 7657738
Purchase Order Number:

Comments:

Last Saved by Quinn Greenly 7/23/2013 2:02:23 PM 10/12/2005 Revision 3.9
HE Microsoft Volume Licensing
Program Signature Form
MBAIMBSA number Proposal ID
Agreement number
7756479
None or hate her, a use recited with the documents below. Microso requires the asociated active For the purposes of this form, "Custorer" can mean the signing entity, Enrolled Affiliate, Goverment 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 Number or Code
Select Plus Agreement X20-04874
‹Choose Agreement> Document Number or Code
‹Choose Agreement> Document Number or Code
<Choose Agreement> Document Number or Code
‹Choose Agreement> Document Number or Code
Select Plus Affiliate Registration Form :X20-04921
‹Choose Enrollment/Registration» Document Number or Code ‹Choose Enrollment/Registration> Document Number or Code «Choose Enrollment/Registration> Document Number or Code <Choose Enrollment/Registration> 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.

Customer
Name of Entry mus in apronty namer cuny or fiveste
Signature*
Printed First and Last Maine* Ines Mark
Printed Title* Procurement Contract Specialist
Signature Date* 07/17/2013
Tax ID 95-6000930
" indicates required field
ProgramSignForm(MSSign)(NA,LatAm)ExBRA.MLI(ENG)(Oc2012) Page 1 of 3 Microsoft Affiliate
Microsoft Licensing, GP
Signature -MICrOSOft
Printed First and Last Name Microsoft Licensing, GP
Printed Title JUL 2 3 2013
Signature Date
(date Microsoft Affiliate countersigns)
Effective Date
(may be dien than Microsof signature dale) /1/20135
Optional 2d Customer signature or Outsourcer signature (It applicable) Customer
Name of Entity (must be legal entity name)
Signature*
Printed First and Last Name*
Printed Title*
Signature Date*
* indicates required field
Outsourcer
Name of Entity (must be legal entity name)
Signature*
Printed First and Last Name
Printed Title*
Signature Date*
• indicates required field
f Customer requires physical media, additional contacts, or is reporting multiple previous Enrollments nclude the appropriate form(s) with this signature form Microsoft Licensing, GP
Dept. 551, Volume Licensing
6100 Neil Road, Suite 210
Reno, Nevada 89511-1137
USA
ProgramSignForm(MSSign)(NA, LatAm)ExBRA,MLI(ENG)(O42012) Page 2 of 3 Prepared By: Name of Preparer
Email of Preparer
ProgramSignForm(MSSign)(NA, LatAm)ExBRA,MLI(ENG/(Oct2012) Page 3 of 3 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 orporation authorized to conduct business in the State of California (herein referred to as "LSP") o licrosoft Licensing Solution Provider. effective from November 01.2024 and continues in effect throug October 31. 2027. based on L.SP'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 bevond 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 Reusion 1/06/2021
SEP 102024 3.22
AGREEMENT # ITARC-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 L.SP. 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 I.SP: 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
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 LSP
Riverside County Information Technology Insight Public Sector. Inc.

Attn: Procurement Contract Specialist Attn: Brittany Dunaway 3450 14' Street 2701 E. Insight Way
Riverside. CA 92501 Chandler. AZ 85286
[email protected]

8. Insurance
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 I.SP 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 Gencral 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 ISP'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 3 AGREEMENT # ITARC-00930
the work hereunder by the I.SP. 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) I.SP shall cause LSP'S insurance carriers) 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 1:04:2021
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 carriers) 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 programs) 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.
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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.

EI) Microsoft Enterprise Agreement No. 8084445.

E2) Microsoft Select Plus Agreement No. 7756479.

E3) 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).

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 Agrecment 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 autenticate 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 rcasonably relied upon by the parties. For purposes of this section. a digital signature is a lype of "electronic signature" as defined in subdivision (i) of Section 1633.2 ol the Civil Code.

9.6 If the signatory or entity is a corporation. the signatures of two corporate officers (the 6 Reviston 1/06/2021
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, 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 INSIGHT PUBLIC SECTOR, INC., an Illinois subdivision of the State of California corporation authorized to conduct business in the State of California.

Quak Wat Scott Friedlander
By: Scott Friedlander (Jul 8, 2024 16:21 EDT)
Chuck Washington Name: Scott Friedlander
Chair of the Board of Supervisors Title: President
Dated: 9/10/2024 Dated: Jul 8, 2024
ATTEST:

Kimberly Rector
Clerk of the Board

APPROVED TO FORN
Minh C. Tran
County Counsel
By: Ha
Paula Salcido
Deputy County Counsel
Dated: 7/9/2024
Revision 1/06/2021
SER 1 * 2024 3.22
DocuSign Envelope ID: 8F247AE4-28AE-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 Açt 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 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:

Officer Title
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 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.

DIRECTO Busigned by:
dien
229A 1B475T...

Scott Friedlander
DocuSigned by
Sharon Ennis
Sharon Enn1S53413462
- — -
AGREEMENT # ITARC-00930
Exhibit A
Scope and pricing
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 ISP 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 L.SP'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 lieensing 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. 8 Revision 1/06/2021
AGREEMENT # ITARC-00930

10. The ISP 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 I. 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 Scrvices 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.
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AGREEMENT # ITAR(-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 I.SP Reporting of Active Enrollments. 211. 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 L.SP'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 Reston 1/06/2021
AGREEMENT # ITARC-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 1.75 Level D
Enterprise. Core CAL Suite, Enterprise CAL Suite).

Additional Products (M365 FI. M365 E5 Compliance, M365
E5 Security, Office 365 Enterprise FI. Project Online. Visio Online Plan 1 or Plan 2. Dynamics 365. Azure. SQL. Server. Level D 1.75 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+ Yes
including public
mail deployments/migrations? sector agencies
All sizes
Number of successful customer production including public 500+ Yes
SharePoint deployments/migrations?
Number of successful customer production 100+ including public Yes Teams deployments/migrations? sector agencies
All sizes
Number of successful customer production 100+ including public Yes
Teams Voice deployments/PBX migrations? sector agencies All sizes
Number of people with specialized expertise 1000+ including public Yes on technologies listed above sector agencies
11 Revision 1/06/2021
AGREEMENT # ITARC-00930

3. License Support Provider (LSP) service rates:

Hourly Rate (On
Data and Artificial Intelligent Certified Competency (Yes/No) Premise) Build Intelligent Apps Yes $150-$275
Build Intelligent Agents Yes $150-$275
Machine Learning Yes $150-$275
Internet of Things Yes $150-$275
Globally distributed data Yes $150-$275
OSS Databases Yes $150-$275
Cloud Scale Analytics Yes $150-$275
Data Platform Modernization to Azure Yes $150-$275
Windows Server on Azure Yes $150-$275
Security & Management Yes $150-$275
Datacenter Migration Yes $150-$275
Modern Business Intelligence Yes $150-$275
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 $150-$275
Business Central Yes $150-$275
Power Apps Yes $150-S275
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 Ops 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 S150-$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 # ITARC-00930
Exhibit B

LSP REPORTING OF ACTIVE ENROLLMENTS
MICROSOFT ENTERPRISE AGREEMENT No. 8084445
LSP Name Company name
RIVCO
Contract ID | TBD
Annual
Sales
Reporting Enrollment
Master Enrollment Enrollment Start End Term: Enrollment Contact Enrollment Calenda
Enrollment Number: ... Entity; Date: Date: Year Contact: Email: Contact Tel:

County of xx/xx/ xx/XX
Riverside xxXX /XXXX John Doe
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AGREEMENT # ITARC-00930
Exhibit C

MICROSOFT LSP PARTICIPATION FORM

JIM SMITH
Chief Information Officer
ete Polosy omoer
Depury Treco Adm - IT ACIT)
ANTHONY CHOGYOJI RenANy ANVGAN AGNO
Chief Information Security Office
Microsoft LSP Participation Form
(RFQ # ITARC-00532 Artachment 2)
Complete this form and return to: Payment should be made to:

Riverside County Information Technology
Attention: Linda Fakhouri 345D 14th Street, Fourth Floor E-mail: [email protected] Riverside, CA 92501
County of Riverside TIN #: 95-6000930
Company Name:_Insight Public Sector, Inc.

Name: Scott Fredlander Titie: SVP Public Sector
Address: 2701 E. Insight Way
City: Chandler Zip Code:85286 _Telephone #: 301-233-2392 Fax #: Email: [email protected]
The County of Riverside is the host of the Microsoft Master Agreement No. 8084445. All questions regarding the products and licensing should be directed to Microsoft.

By signing below, I am agreeing to pay the participation fees for each enrollment that is established by leveraging the County of Riverside Master Agreement in accordance to the schedule referenced on RFQ # ITARC-00532 and any subsequent contracts and / or amendments.

By signing below, I also agree that all enrollments will be submitted to Microsoft direct, to report enrollment activity and comply to the payment schedule per RFQ # ITARC-00532 to Riverside County Information Technology.

Please reference the remittance information above for where to send the payment Failure to comply may resutt in the award being rescinded
Scott FrieKander 5/2/2024
SAtedekPa1e0 2Emr.

Signature Date
Scott Friedlander IPS SVP
Printed Name Tite
Rise ede County Toneretion Cente • 00EC sr pe sce son wtar signature: Suett Friednndeen
Email: [email protected]
14 Revision 1/06/2021
- -
AGREEMENT # ITARC-00930
Exhibit D
Microsoft EA Benefits for Government Agencies
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.

C'ustomers 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
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 terin 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-by- product.aspx?83ffdda4-a263-4123-9752-1122538c0a96=True
16 Revision 1/06/2021

2.Insight Public Sector Inc.- LSP Agreement no.

ITARC-930-FINAL
Final Audit Report 2024-07-08
Created: 2024-07-08
By: Penny Musser ([email protected])
Status: Signed
Transaction ID: CBJCHBCAABAAHeMbvMzZrepnbpxmYGjzjidgJ_gwM8ZQ "2. Insight Public Sector Inc.- LSP Agreement no. ITARC-930-FI NAL" History
Document created by Penny Musser ([email protected]) 2024-07-08 - 4:36:50 PM GMT- IP address: 20.94.5.128
E, Document emailed to [email protected] for signature 2024-07-08 - 4:38:04 PM GMT
Email viewed by [email protected]
2024-07-08 - 8:20:35 PM GMT- IP address: 108.51.31.121
Oo Signer [email protected] entered name at signing as Scott Friedlander 2024-07-08 - 8:21:07 PM GMT- IP address: 108.51.31.121
Oo Document e-signed by Scott Friedlander ([email protected]) Signature Date: 2024-07-08 - 8:21:09 PM GMT - Time Source: server- IP address: 108.51.31.121 • Agreement completed.
2024-07-08 - B:21:09 PM GMT
Adobe Acrobat Sign
AGREEMENT # ITARC-00930
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). 17 Revision 1206/2021
8 Microsoft Volume Licensing
Program Signature Form
MBA/MESA ramhe: 004-kayleedl-S.04
Agreemen numher 8084445
Joto: Enter the applicable active numbers associated with the documents below. Microsoft require le associated alive number be indicated here, or listed below as nev For the purposes of this forin, "Customer" can mean the signing entity, Enrolled Affiliate, Governnent 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 Ihe Customer and the Microsoft Affiliale signing, as of the eifective date identified below.

Contract Document *e Numberor Code a T
Enterprise Agreement X20-10209
Choose Agreement: Document Number or Code
«Choose Agicement» Document Number or Code
«Choose Agreement> Document Number or Code
«Choose Agreement? Document Number or Code
«Choose Enrollmeni/Registration» Docurent Number or Code ‹Choose Enrollient/Registration> Document Number or Code ‹Choose Enrollment/Registration> Document Number or Code ‹Choose Enrollment/Registration» Document Number or Code *Choose Enrollment/Registration> Document Number or Code --
Amendment to Contract Documents CTM-CPT-OPT-FWK (new).

By signing below, Cuslomer and the Microsoft Affiliate agree that both parlies (1) have received, rear! DATE and undersland the above contract documents, including any websiles or documents incorporated by reference and any amendments and (2) agree to be bound by the terms of all such documents. 8/22/19 er Customer -2a
Name of Entity (mi Hat berlegal entity nane)" Counly of Riverside Signature*
FORMAPPROVED COUNTY COUNSEL Primes riteS r: Procur Richaran fract Sirecialist SUSANNA N. OH Signature Date 08/22/2019
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Microsoft Corporation
lept. 551, Volume Licensin
6100 Neil Road, Suite 210
Reno. Nevada 89511.1137
USA
Pare 2(d:
8 Microsofi Volure Licensing
Amendment to Contract Documents
Agrecien: Numbe
004-kayleerl.S-04
8084445
tinalue om and le Emilen editee die rates ve item teach ga this Amendinent will have lhe same meanings provided in that Enrollment or Agreeme Enterprise Agreement
Custom Terms CTM

1. Section fa, "Tern", is hereby amended and restated as follows:
. Ter. The tern of this Agreement will temain in elfect unless terminated by eilher par s described below Each Enrollnen will have the term provided in that Enrollmer 2 Then in that er 1.201 mil fier Ever 312027 a Real el aprone emin. term of such Emolinents, is as follows:
/Produci -- * Price Examples Include but are not limited to Level the following*:

Enterprise Online Services" Level D 365 E3 and E5. Enterprise Mobility minus 2% curily E3 and Es. Olfice 365 Enterpr
El or E3 Windows 10 Enterprise E3 or ES
Enterprise Products Levelo Silice 365 PrO PIus. Windows 10 Enterprise, Core CAL Suite, Enterprise
CAL Suite
Additional Products Level D
365, Azure. SOL Server
Windows Server, elo
Server and Tools Product Level D SharéPoint Servel, SaL Server, BizTalk Server, Visual Studia. Core Infrastructure
Enoles its sever and Cloud
• The examples include cine servises that are available it eil er the commercial or govement cloud cellennes.

Exclusions apply to the aditional 2% discount nu Enterprise Online Services as follows:

Pay 1c1?
• The price list month that applies to an order is not a factor in determining whether the dditional 2% discount on Enterprise Online Services may be applied lo an order. Th nly applicable factor is the effective date of the Enrolliner The discount does not apply to any extensions of the initial Term or renewal Enroliments
The discount does ant apply to any promolional SKUs. Enralled Afiliate is entitler 1o the lower of the promolional price or discounted price
The price level that applies to Emullments effective on or after November 1, 2021 is Level D for all Products.

The Reseller and the Enrolled Affilate will determine the Enrölled Affliale's actual price and payment lerms.

Except for changes made by Ihis Amendment, the Enroliment 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 Agreerent identified above, this Amendmend shall control This Amendment must he attached to a signature form to be valid.

Microsoft Internal Use Only:

Fliverside County EA Amend B.Z.docx I CrM LUD
Ameramantra edg CMPT APFAK
Page? of 2
--
8 Microsoft Volume licensing
Enterprise Agreement State and Local
it for lse with Meras Business Agreement diego Rusess ared Services Agremment This Microsoft Enterprise Agreement Agreemen") is entered into Delween ine entities identitied on the Effective date. The effective date of this Agreement is the earliest effective date of any Enroliment entered Into linder this Agreeient or the date Microsoft accepts this Agreenent, whichever is earlier Agreement, and (5) any order submitted under this Agrcement. lease note: Docuinents referenced in this Agreement but not attached to the signature form may be foung at http.//www.inicrosoft.com/licensinn/contracts and are incorporated in this Agreement by reference including the Product Terns and Use Rights. These documents may contain additional terms and conditions for Products licensed under this Agreement and may be changed from time to time. Customer should review such documents carefully, both al the time of signing and periodically thereafter, and fully understand all terns and conditions applicable to Products licensed Terms and Conditions
Definitions.
"Affiliate" ineans 1
a. with regard to Customer,
(1) any government agency, department, office, instrumentalily, division, unit or other entity of the state or local government that is supervised by or is part of Custoner. of 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, lown, 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
(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 shail not, for purposes of this definition, be consilered to be Affiliates of the federal government and its Affiliates: and
with regard lo Microsoll, any legal entity that Microsafl owns, that owns Microsoft, or that is under common ownership with Ivlicrosoft.
"Customer means the legal entity that has entered into this Agreement with Microsoft. "Customer Data" means all dala, including all tex!, sound, software, image, or video files that are provided l0 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 Custarner or any one of Customer's Affiliates that has entered into an Enrollment under this Agreement.

Pace 1 of 11
Uncient X2U-10204
i
"Enrollment" means the document that an Enrolled Affiliate submits under this Agreement to place orders for Products
"Enterprise" means an Enrolled Affilale and the Affiliates for which it is responsible and chooses on its Enrollment to include in its enterprise.

Fixes" ineans Product fixes, modifications, or enhancements, or their derivalives, that Microsoft either releases generally (such as Product service packs) or provides to Cuslomer 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 tern or subscription basis ("Subscription License"), Licenses for Onfine Services will be considered Subscription Licenses.
"Microsoft" means the Microsoft Affiliate that has entered into this Agreement or an Enrollment and its Affiliales, as appropriale
"Online Services" means the Microsoft-hosled services idenlited as Online Services in the Product Terms. "Online Services Terms" means the additional terms that apply to Customer's use of Online Services published on the Volume Licensing Site and'upriated from time to time "Product" means all products identified in the Product Terms, such as all Software, Online Services and other well-based services, including pre-release or beta versions "Product Terms" means the document hat provides information about Microsoft Products and Professional Services available through volume licensing. The Product Terms document is published on Ihe Volume Licensing Site and is updated from time to lime
"SLA" means Service Level Agreement, which specifies the minimum service level for Orline Services and is published on the Volume Licensing Site.
"Software" means licensed copies of Microsoft software identified on the /Product Terms. Soltware does not include Online Services, but Software may be part of an Online Service. "Software Assurance" is an offering by Microsoft that provides new version rights and other benefits for Products as further described in the Product Tems.
*Trade Secref" means information that is not 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 mainlain its secrecy.
"use" or "run" means to copy, install, use, access, display, run or otherwise interact. "Use Rights" means the use rights or terms of service for each Product published on the Volume Licensing Site and updated from time to time. The Use Rights supersede the ferms of any end user license agreement that accompanies a Product. The Use Rights for Software are published by Microsoft in the Product Terms The Use Rights for Online Services are published in the Online Services Terms. "Volunse Licensing Site" neans http://www.microsoft.comm/lcensing/contracts or a successor site

2. How the Enterprise program works.
of that Enrollinent, including the terms of this Agreement incorporated by reference in that •

Cocunen X20-10209
Licenses. The types of Licenses available are (1) Licenses obtained under Software Assurance (LRSA), and (2) Subscription Licenses. These License types, as well as additional License Types, are further described in the Product List.

3. Licenses for Products. i
a. License Grant. Microsoft grants the Enterpiise a non-exclusive, worldwide and limited nght to download, install and use sollware Products, and to access and use the Online Services each in the quantity ordered under an Enrollment The rights granled are subject to line terms of this Agreement, the Use Rights and the Product Terms. Microsoll reserves all rights not expressly granted in this Agreement
b. Duration of Licenses. Subscription Licenses and most Software Assurance rights are temporaly and expire when the applicable Enrollment is terminated or expires, unless the Enrolled Affiliate exercises a buy-out option. which is available for some Subscription Licenses Except as otherwise noted in 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 tern has expired
c. Applicable Use Rights.

Products (other than Online Services). The Use Rights in effect on the effective date of the applicable Enrollment term will 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 Affiliale chooses lo have those changes apply. The Use Rights applicable to perpetual Licenses that were acquired under a previous agreement or Enrolient are determined by the Agreement or Enroltment under which they were acquired. Renewal of Sollware 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 date will apply for the subscription term as defined in the Product Terms. d. Downgrade rights. Enrolled Affiliale inay use an earlier version of a Product other than Online Services than the version that is current on the eftective date of the Enroltment. For Licenses acquired in the current Enrollment terin, the Use Rights for the current version apply to the use of the earlier version. If the eater 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 Assuranco. Enralled Affiliate must order and maintain continuous Software Assurance coverage for each License ordered With Software Assurance coverage, Enterprise automatically has the right to use a new version of a licensed Product as soon as it is released. even if Enrolled Affiliale chooses nol to use the new version immediately dil Except as otherwise permittod under an Enrollment, use of the new version will be subject to the new version's Use Rights
(ii) If the License for the earlier version of the Product is perpetual at he lime the new version is released, the License for the new version will also be perpetual. Perpetual Licenses obtained through Sofiware Assurance replace any perpetual Licenses for the earlier version.

1. Liconse confirmation. This Agreement. the applicable Enrolment, Enralled Affiliate's order confirmation, and any documentation evidencing transfers of perpetual Licenses, together with proof of payment, will be Enroiled Affiliate's evidence of all Licenses obtained under an Enrollnient.

EA201BAgr(USySLG(ENG)(Nov20161 Pane 3 of 11
Document X20. 10200
g. Reorganizations, consolidations and privatizations. If the number of Licenses covered by an Enroliment changes by more than ten percent as a result of (1) a reorganization. consolidation or privatization of an enlily or an operating division, (2) a privatization of an Affiliate or an operating division of Enrolled Affiliale 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 deleimine how to accommodate its changed circumstances in the context of this Agreement

4. Making copies of Products and re-imaging rights.
a. General. Eurolled Affiate may make as many copies of Products, as it needs to distribute them within the Enterprise. Copies must be true and complele (including copyright and trademark notices) from master copies obtained from a Microsoft approved fulfillment source Enrolter 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 lo make reasonable efforts to notify its employees, agents. and any other individuals who use the Products that the Products are licensed from Microsaft and subject to the terms of this Agreement. b. Copies for training/evaluation and back-tip. For all Products other than Online Services.

Enrolled Affiliate may: (1) use úp to 20 complimentary copies of any licensed Product in a dedicater training facility on its premises for purposes of training on that particular Product, (2) use up lo 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. re-raging is permilted using the Product media. If the Microsoft Product is licensed (1) front an original equipment manufacturer (OEM). (2) as a full packaged Product through a retail source, or (3) under another Microsoft program, then media provided under this Agreement may generally be used to create inages for use in place of copies provided through that separate source. This right is conditional upon the following:
(°) Separate Licenses must be acquired from the separate source for each Product that is re- imaged
(ii) The Product, language, version, and components of the copies inade must be identical to the Product, language, version, and all components of the copies they replace and the rumber of copies or instances of the re-linager! Product permitled renains the same. (ill) Except for copies of an operating system and copies of Products licensed under another Microsoft program, the Product type (eg.. Upgrade or full License) re-imaged must he (iv Emailed Allite in ine Produ co Tary Broducispectic processes or requirements for re. e-imaged Protlucts remain subject to the leins and use rights of the License acquired fro le separate source. This subsection does not create or exlend any Miciosolt warranty suppor obligation
Transferring and reassigning Licenses.

2. Litiate may faese only fly paid perpetual lenses, except that Customer or an Enroled (i) an Affiliate, or
(i) a third party solely in connection with the Iransfer of hardware or employees to whom the Licenses have been assigned as part of (A) a privatization of an Affiliate or agency or of an BA2016AgKUSISLGENGyNOV2015) age 1 ol
demen: X20-112
....
operating division of Enrolled Affiliate or an Affiliate. (B) a reorganization, or (C) a consolidation.

Upon such transfer, Customer or Enrolled Affiliate must uninstall and discontinue using the licensed Product and render any copies unusable
h. Notification of License Transfer: Enrolled Affiliate mist notify Microsoft of a License transfer http://www.microsoft.com/icensing/coutracts and sending the completed form to Microsoll before the License transfer. No License transfer will be valid unless Enrolled Affiliale provides and the transleree 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 restriclions, warranties and limitalions of liability). Any License transfer not inade in compliance with this section will be void.
c. Internal Assignment of Licenses an Software Assurance. Licenses and Software Assurance must be assigned to a single user or device within the Enterprise. Licenses and Soltware Assurance may be reassigned within the Enterprise as described in the Use Rights

6. Term and termination.
a. Term. The terin of this Agreement will be 36 full calendar months from the effective date unless terminaled by either party as described below. Each Enrollment will have the lerm 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 Enroliments will not he accepted, but any existing Enrollment will continue for the term of such Enrollment and will continue to be governed by this Agreement.

Mid-terin termination for noll-appropriation of Funds. Enrolled Affiliate may terminate this Agreement or an Enrollment without liability. penalty or further obligation to nake payments it funds 1o make payınents under the Agreement or Enrollment are not appropiiated or allocated by the Enrolled Affiliate for such purpose
d. Termination for cause. Without limiting any other remedies if may have, either party may terminale an Enrollment if the other party materiaily breaches its obligations under this Agreement, including any obligation to submit orders or pay invoices. Except where the breach days is at of sinteril termina days, topperina to curry use give the aler party 30 if Microsoft gives such notice to an Enrolled Affiliate, Microsoft also will give Customer a copy of that police and Custoner agrees to help resolve the breach. If the breach affects other Enrollments and cannot be resolved belween Microsoft and Enrolled Affiliale, logether with Customer's help, within a reasonable period of time, Microsoft nay terminate this Agreement and all Enrollments under it, If an Enrolled Affiliate ceases to be Customer's Affiliate, it must pronipily notify Microsoft, and Microsoft may terminate the former Affiliate's Enrollment if an Enralled Affiliate terminates its Enrollment as a result of a breach by Microsoft. or if Microsoft terminates an Enrollment because Enrolled Affiliale 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 Affiliale terminates its Enrollment as a resull of a breach by Microsoft, or (2) if Microsoft terminates an Enrollment because the Enrolted Affiliate has ceased to be an Affiliate of Customer, or (3) Enrolled Affiliate terminates an Enroliment for non- appropriation of funds, or (4) Microsoft terminates an Enrollment for non-payment due to non- appropriation of lunds. then the Enrolled Affiliate will have the following oplions:
(i) II 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 KA2016AgKUSISLGIENG\(N0v2016) Page 5 ul 11
Dossment X20-60209
(li) It may pay only amounts due as of the termination clate, in which case the Enrolled Affiliate will have perpetual Licenses for:
1) all copies of Products (including the latest version of Products ordered under SA coverage in the current ter) for which payinent has been made in full, and 2) the number of copies of Products it has ordered including the latest version of Products ordered under Soflware Assurance coverage in current term) that is proportional to the total of installment payments paid versus total amounts due (paid and payable) if the early termination had not occurred
(ill) In the case of early termination under subscription Enrollments, Enrolled Affiliate will have the following options:
1 For eligible Products, Enrolled Affiliate may obtain perpetual Licenses as described in the section of the Enrollment titled "Buy-out aption," provided that Microsoft receives the buy-out order for those Licenses within 60 days alter Enrolled Affikate provirles notice of termination
2) In the event of a breach by Microsoft, if Customer chooses not to exercise a buy-out option, Microsoft will issue Enrolled Affilaite a credit for any amount paid in advance for Subscription Licenses that the Enterprise will not be able to use to do the termination of the Enrollment.

Nothing in this section shall affect perpetual License rights acquired either in a separale agreement or in a prior term of the terminated Enrollment.

1. Effect of termination or expiration. Wher an Enrollment expires or is terminated, must order Licenses for all copies of Products it has run for which it has nol previously submitted an order. Any and all unpaid payments for any order of any kind remain due and payable. Except as provided in the subsection titled "Early termination," all unpaid payments for Licenses immediately become due and payable. (ii) Enrolled Affiliate's right to Software Assurance benefits under this Agreement ends if it does not renew Soflware Assurance
y. Modification or termination of an Online Service for regulatory reasons. Microsoft may modify ar lerminate an Online. Service where there is any current or future government requirement or obligation that: !!!) subjects Microsofl to any regulation or requirement not generally applicable lo businesses operaling in the jurisdiction: (2) presents a hardship for Microsoll to continue operating the Online Service without modification; and/or (3) causes Microsoft to believe these terms or the Online Service may conflict with any such requirement or obligation.
h. Program updates. Microsoft may make changes to this program that will make it necessary for Customer and its Enroiled Affiliates to enter into new agreements and Enrollments at the time of an Enroliment renewal.

Use, ownership, rights, and restrictions.
applicable supplemental agreemen
b. Fixes. Each Fix is licensed under the same terms as the Product to which it applies. If a Fix is llot provided for a specific Product, any use rights ilicrasoft provides with the Fix will apply c. Non-Microsoft software and technology. Enrolled Affiliate is solely responsible fn any nom Microsoft software or technology that it installs or uses with the Prodicts or Fixes &A2016А‹jYUS1SLG/EМC)/Nüv2016) Page 6 of 11
Documenl X20-10209
Restrictions. Enrolled Affiliate must not (and is not licensed to) (1) reverse engineer, decompile, or disassemble any Product or Fix: (2) install or use non-Microsoft software or technology in any way that would subject Microsoft's intellectual property or technology to any other license terms; or (3) work around any lechnical limilations in a Product or Fix or restrictions in Product documentation. Customer must not (and is not licensed to) () separate and run paits 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 Fixes, in whole or in part, or use them to offer nosling services lo a third parly;
Reservation of rights. Products and Fixes 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 waiver or estoppel. Rights to access or use Software on a device do not give Customer any right to implement Microsoft patents or other Micosoft intellectual property in the device ilself or in any other soflware of

8. Confidentiality.
"Confidential Information" is non-public information that is designated "confidential" or that a reasonable person should understand is confidential, inciding Customer Data. Contidential Information does not incluce informalion that (a) becomes publicly available without a breach of this agreement. (b) the receiving party received lawfully froin another source without a confidentiality obligation, ic) is independently developed, or (d) is a comment or suggestion volunteered about the other party's business. products or services.

Each pary 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 Intonation to third parties, except to ils employees, Affiliates, contractors. advisors and consultants ("Representatives") and then only on a need-to-know basis under nondisclosure obligations al least as protective as this agreement. Each parly remains responsible for the use of the Confidential Information by its Representatives and, in the event of discovery of any unauthorized use or disclosure, must promptly notify the other party.

A party may disclose the other's Confidential Information if required by law, but only after it notifies the other party (if legally permissible) to enable the other party to seek a proteclive order.

Neither party is required to restrict work assignments of its Representatives who have had access lo 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 parly agrees to limit what it discloses to the other accordingly.

These obligations apply (i) for Cuslomer Data until it is deleted from the Oriline Services, and (i) for all other Confidential Information, for a period of five years aller 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 malter of this Agreement. Enrolled Affiliate will obtain all required consents from third parties under applicable privacy and data protection lay before providing personal information to Microsoft.
b. Personal information collected under this agreeinent (i) inay be transferred, stored and processed in the United States or any other country in which Microsoft or its service providers maintain facilties and (ii) will be subject 1o the privacy terms specifiect in the Use Rights.

Microsoft will abide by the requirements of European Economi Area and Swiss cata protection FAZOIGADUSISI GENG]Nev2016; Page 7 of 11
Documeat X20. 10209
•
law regarding the collection, use, lanster, retention, and other processing of personal data from the European Economic Area and Switzerland.
• U.S. export. Products and Fixes are subject to U.S. export jurisdiction. Enrolled Affiliate musi omply with all applicable international and national laws, including the U.S. Expor dministration Regulations and International Traffic in Airs Regulations, and end-user, en ise and destination restrictions issued by US. and other governments related to Microso products, services and technologies

10. Warranties.
a. Limited warranties and remedies.
(i) 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 'for that version If il does not and the Enterprise notifies Microsoft within the warranty lerm, then Microsoft will at its option (1) relurn the price Enrolled Affiliale paid for the Software license, or (2) repair or replace the Software (i) 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 waranties in this section. Customer waives any breach of warranly claims not made during the warranty period.

Exclusions. The warranties in this agreement do not apply to problems caused by accident, abuse, or use in a manner inconsistent with this Agreement, including failure to meet minimum requireinents. These 'warranties do no! apply 1o free, Irial, pre-release, or beta products, or to components of Products that Enrolled Affiliate is permitted to redistribute.

C. Disclaimer. Except for the limited warranties above, Microsoft provides no other warranties or conditions and disclaims any other express, implied, or statutory warranties, inchuding 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 clains 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 promplly notified in writing of the claim and has the right to control the defense and any settlement of it. The party being defended must provide the defending parly with all requested assistance. intormation, and authority. The defending party will reimburse the olher party for reasonable out-of-pockel expenses it incurs in providing assistance. This section describes the parties' sole remedies and entire liability for such claims.

By Microsoft. Microsoft will defend Enrolled Affiliate against any third-party claim to the extent it alleges that a Product or Fix made available by Microsoft for a fee and used within the scope or the ig see ana proprialie rade sere or diety cross nd not en, cined with. trademark or other proprietary right of a third parly. If Microsoft is unable to resolve a claim of infringement under commercially reasonable terms, it may, at its oplion, either (1) modify or replace the Producl or Fix with a functional equivalent; or (2) terminate Enrolled Affiliate's license and refund any prepaid license lees (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 lermination date. Microsoft will not be liable for any clains or damages due to Enrolled Affiliate's continued use of a Product or Fix after being notified io stop due to a third-party claim b. By Enrolled Affiliate. To the extent permilted by applicable law, Enrolled Affiliate will defend Microsoft against any third-party claim to the extent it alleges that: (1) any Customer Data or FA201FAgRJSISLG(ENGyNny20181 Page 8 of l1
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non-Microsoft soltware hosted in an Online. Service by Microsoft on Enrolled Affiliate's behalf misappropriates a trade secret or directly infringes a patent, copyright, trademark, or olher proprietary right of a third party: or (2) Enrolled Affiliate's use of any Product or Fix., alone or in combination with anylhing else, violates the law or damages a third party

12. Limitation of liability.

For each Product, each party's maximum, aggregate liability to the other under tvs Agreement is Inited 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 term of this Agreement, subject to the following:
n. Online Services. For 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.

Free Products and Distributable Code. For Products proviced free of charge and code that Enroilec Affiliate is authorized to redistribule to third parties without separate payment to Microsoft, Microsoft's liability is limited to direct damages finally awarded up to US$5,000 Exclusions. In no event will either party be liable for indirect, incicental, 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. d. Exceptions. No limitation or exclusions will apply to liability arising out of either party's (1) confidentiality obligations (except for all liability related lo Customer Data, which will remain subject to the limitations and exclusions ahove): (2) defense obligations; or (3) violalion of the other party's intellectual property rights.
:

13. Verifying compliance.
a. Right lo verify compliance. Enrolled Affiliate must keep records relating to all use and distribution of Products by Enrolled Affiliate and its Affiliales. Microsoft has the right, at its expense. to the extent permitted by applicable law. to verify compliance with the Product's license lernis. Enrolled Affiliate must promptly provide the independent auditor with any information the auditor reasonably requests in furtherance of the verificalion, including access to systems running the Products and evidence of Licenses for Products Enrolled Affiliate hosts. sublicenses, or distribules to third parties. Enrolled Affidiate agrees to complete Microsoft's self-audit process, which Microsoft may require as an allernative to a third party audit. b.
inust 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 lotal number of licenses purchased compared to actual install base. If there is no unlicensed use. Microsoft will nol subject Enrolled Affiliate 10 another 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 prolect its intellectual properly by any other means permitted by law.

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 terns for the Products Enrolled Affillate and its Affiliates use or distribute. Microsoft will engage an independent auditor. which will be subject to a confidentialily obligation. Any information collected in the self-audit will be used solely for purposes of determining compliance. This verification will lake place during normal business hours and in a manner that does not interfere unreasonably with Enroller! Affiliate's operations.

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14. Miscellaneous.
a. Use of contractors. Microsoft may use contractors to perform seivices, but will be responsible for their performance subject to the terms of this Agreensent D. Microsoft as independent contractor. The parties are independent contractors. Enrolled Affiliate and Microsoft each may develop products independently without using the other's Confidential Infonnation
c. Notices. Notices lo Microsoft must be sent to the address on the signature form. Notices must be in writing and will be treated as delivered on the dale shown on the relurn receipt or on the d. Agreement not exclusive. / Customer is free to enter into agreements lo license. use or promole 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 lime in accordance with the terms of this Agreeinent. Any conflicting terms and conditions contained! in an Enrolled Affiliate's purchase order will not apply. Microsoft may require Customer to sign a new agreement or an amendment before an Enrolled Affiliate enters into an Enrollment under this agreement.
f. Assignment. Either party may assign this Agreeinent to an Affiliate, but must notify the olher party in writing of the assignment. Any other proposed assignment must be approved by the non-assigning parly in writing. Assignment will not relieve the assigning party of its obligations under the assigned agreement Any attempled assignment without required approval will be g. Applicable law; dispute resolution. The terms of this Agreement will be governed by the laws of Customer's state, without giving effect to its conflict of laws. Disputes relating to this Agreement will be subject to applicable dispute resolution laws of Customer's stale. h. Severability. If any provision in this agreement is held to ke unenforceable, the halance of the agreement will remain in full forde 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 beneficlaries. This Agreement does nol create any third-party beneficiary rights.
k. Survival. All provisions survive lerminalion or expiration of this Agreement except those requiring performance only during thie tern of the Agreement.

1. Managoment and Reporting. Çustoner and/or Enrolled Affiale may manage account catalis Servic contacts orders, Licenses, solare donloads on Microses alme license Uns ww micest comicening servicenter: Upon ine effective date of this Agreem nd any Enrollments, the contacts) idertifiert for this puroose will be provided accass to thi site and may authorize additional users and contacts.

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 the following order from ighest to lowest priority: (1) this Enterprise Agreement. (2) any Enrollinent. (3) the Produc ems, (1) the Online Services Terms, (5) orders submitted under this Agreement, and (6) an Terns in an amendent control over the amended
locument and any prior amendinents concerning the same subject matter EA201640(USSLGENG No:201:5) Page I0 of 11
Document X20 10209
n. Free Products. I is Microsof's intent that the terms of this Agreement and the Use Rights be in compliance with all applicable federat law and regulations. Any free Product provided 1o.

Enrolled Aifiliate 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 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 law counterparts. The Voluntary Product Accessibility Templales ("VPATs) for the Microsoft technologies used in providing the Orline Services can be found at Microsoft's VPAT page. Further information regarding Microsoft's commitment to accessibility can be found at It Wwww.miciosofl.com/enable p. Natural disaster. In the event of a "natural disasler," Microsoft may provide additional assistance or rights by posting them on bitto dwyamicrosoft com at such time

4. Copyright vlolation. 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 il uses. Except to the extent Enrolled Affiliate is licensed under this Agreement, it will be responsible for its breach of this contract and violation of Microsofi's copyright in the Pruducts, including payment of License fees specified in this Agreement for unlicensed use.

EA201GAn/US|SLG(ENG1/Nov20|6) Page 11 of 11
:
8' Microsoft Volume licensing
Supplemental Contact Information Form
This form can he used in combination with MBSA, Agreement, and Enrolent/Registration This form applies to: C MBSA
X Agreement
EnrollmenwAftliate Registration Forin
husert primary entity name if more than one Enrollment/Registration Form is submitted
Contact information.

Each party will notify the other in writing if any of the information in the following contact information page(s) changes. The asterisks (*) indicate required fields: if the entity chooses to designate other contact types, the same required fields must be completed for each section. By providing contact information, entity consents to its use for purposes of administering the Enrollment by ilicrasoft and other parties that help Microsoft administer this Enroltment. The personal inforination provided in connection with this agreement will be used and protecled according to the privacy stalement available at hitos:/licensing microsoft.com.

1. Additional notices contact.

This contact receives all notices that are sent from Microsoft. No online access is granted to this individual.

Name of entity' County of Riverside
Contact name*: First Regina Last Funderburk
Contact email address* [email protected]
Street address* 3450 141h Street, 4th Floor,
City• Riverside State/Province* California Postal code* 92501-386 l Country' USA
Phone^ 951-955-2265 Fax
• This contact is a thyrd party (nal llie entity). Warning: This contact receives personally identifiable information of the entity.

2. Software Assurance manager.

This contact will receive online permissions to inanage the Sofiware Assurance benefits under the Enrollment or Registration.

Name of entity' County of Riverside
Contact name*: First Regina Last Funerburk
Contact email address* [email protected]
Street address* 3450 14th Street, 4th Floor.

City Riverside State/Province' Calforia ¡ 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 entily.

3. Subscriptions manager.

This contact will assign MSON. Expression, and TechNet Plus subscription licenses to the individual subscribers under this Enrollment of Registration 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 warne": First Regina Last Funderburk
Contact email address [email protected]
Street address* 3450 14th Street, 4th Floor
Cily* Riverside State/Province' California Postal code' 92501-3861 Country® USA
Phone* 951-955-2265 Fax
• This contact is a third party (not the entity) Warning: This contact receives personally identifiable information of the entity.

4. Online services manager.

This contact will provided online pennissions lo manage the online services ordered under thie Enrollment or Registration.

Name of entity* County of Riverside
Contact name*: First Luis Last Flores
Contact email address* [email protected]
Street address* 3450 14th Street, 4th Floor
City* Riverside State/Province* California Postal code 92501-3861 Country* USA
Phone* 951-955-8114 Fax
• This contact is a third party (not the entity). Warning: This contact receives personally identifiable information of the entity

5. Customer Support Manager (CSM).

This person is designated as lhe Customer Support Manager (CSM) for suppor-relater activities.

Naine of entity* County of Riversicle
Contact name': First Luis Last Flores
Contact email address* [email protected]
Strect address* 3450 14th Street, 4th Floor
City' Riverside State/Province* California Postal code* 92501-3861 Country^ USA
Phone* 951-955-8114 Fax
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

Contact name: First Jim Last Smith
Contact email address* jimsmith @rico.org
Street address* 3450 14th Street, 4th Floor
City* Riverside State/Province* CA Postal code" 92501-3861 Country* US
Phone* 951-231-5909 Fax
Notices contact and online administrator information.

This individual receives online admistrator permissions and may grant online access to others. This contact also receives all notices
I Sanie as primary contact
Name of entity*
Contact name*: First Last
Contact email address*
Street address
State/Province" Postal code'
Country*
Phone*
] This contact is a third party (not the entity). Warnin : This contact receives personally identifiable formation of the entit
Fue 30/3
Microsoft Volume Licensing
Program Signature Form
MBA/MBSA number Proposal ID
Agreement number
ote: Enter the applicable active numbers associated with the documents below. Microsoft requires the associated acti umber be indicated here, or listed below as ne
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 Number or Code
Select Plus Agreement X20-04874
‹Choose Agreement> Document Number or Code
‹Choose Agreement> Document Number or Code
‹Choose Agreement> Document Number or Code
‹Choose Agreement> Document Number or Code
Select Plus Affiliate Registration Form X20-04921
‹Choose Enrollment/Registration> Document Number or Code ‹Choose Enrollment/Registration> Document Number or Code ‹Choose Enrollment/Registration> Document Number or Code ‹Choose Enrollment/Registration> 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.

Customer
Name of Entity (must be legal entity name)* County of Riverside Signature*
Printed First and Last Name* Ines Mark
Printed Title* Procurement Contract Specialist
Signature Date* 07/17/2013
Tax ID 95-6000930
* indicates required field
ProgramSignForm(MSSign)(NA, LatAm)ExBRA,MLI(ENG)(Oct2012) Page 1 of 3 Microsoft Affiliate
Microsoft Licensing, GP
Signature
Printed First and Last Name
Printed Title
Sae Microso Atlate countersgns)
Effective Date
(may be different than Microsoft's signature date
Optional 2d Customer signature or Outsourcer signature (if applicable) Customer
Name of Entity (must be legal entity name)*
Signature*
Printed First and Last Name*
Printed Title*
Signature Date*
* indicates required field
Outsourcer
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 forms) 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. Wher 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
ProgramSignForm(MSSign)(NA.LatAm)ExBRA.MLI(ENG)/Oct2012) Page 2 of 3 Prepared By: Name of Preparer
Email of Preparer
ProgramSignForm(MSSign)(NA,LatAm)ExBRA, MLI(ENG)(Oc(2012) Page 3 of 3 Microsoft Volume Licensing
Select Plus License Program Agreement State and Local
Contents

1. Definitions...

2. How the Select Plus License program works..

3. How to establish price level. ..... 3
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. .........

Making copies of Products and re-imaging rights. . 6

8. Transferring and reassigning Licenses.

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
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
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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 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://www.microsoft.com/licensing/contracts, 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.

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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.

Choosing and maintaining a Reseller. Each Registered Affiliate must choose and maintain a Reseller authorized in the Registered Affiliate's region.

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 ninimum system requirements or other factors (e.g., hardware or other software) . General. At any time after their registration has been accepted by Microsoft, a Registerec 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 . 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.

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Document X20-04874
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 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.
a. Product Use Rights. Microsoft publishes Product Use Rights for each version of each Product. latest version of the Product Use Rights is available at http://www.microsoft.com/licensing/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 SelectPlus2012AgrGov(US)SLG(ENG)(Oc(2012) 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 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 http://www.microsoft.com/licensing/contracts identifies those Products that may be enrolled in Software Assurance and the applicable time frame for placing an Order. (ili) 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.

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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 Products) 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. (il) 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.

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; (i) 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 SelectPlus2012AgrGov(US)SLG(ENGXOct2012) Page 6 of 16
Document X20-04874
your state's jurisdiction and geographic boundaries; and (ili) 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, 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. (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 b. Termination without cause. Either party may terminate this agreement without cause upon 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 SelectPlus2012AgrGov(US)SLG(ENG)(Oct2012) 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 nor non-apropoin of tunes, f 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.

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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.

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;
(ili) 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.

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(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/(Oc(2012) Page 10 of 1
ocument X20-0487
(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 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 (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)(Oct2012) Page 11 of 16 Document X20-04874
(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 Secret;or
(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 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).
(il) 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.
e. 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.

15. Limitation of liability.
a. 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.

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$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" "negligence," "gross negligence" used in this subsection shall "recklessness");
(ili) 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 SetectPlus2012AgrGov(US)SLG(ENG)(Oct2012) 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 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.

Copies should be sent to:

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.

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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. 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 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. i. 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 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 required consents from third parties under applicable privacy and data protection law before The personal information Enrolled Affiliate provides in connection with this agreement will be processed https://www.microsoft.com/licensing/sevicecenter (see looter), except that Product-specific privacy 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)SLG(ENG)(Oct2012) 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.

0. Natural disasters. In the event of a "natural disaster", Microsoft may provide additional assistance or rights by posting on http://www.microsoft.com at such time. in Arms Regulation requirements as well as all end-user, end-use, and destination restrictions 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. q. 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 Intern issued by the U.S. and other governments applicable to this agreement. For additional information, see http://www.microsoft.com/exporting.

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-- -
Microsoft Licensing, GP Document Summary Form
* This is for informational purposes only *
MSE#: 3-0000003183189
(MSLI
Number
Doc Type: Signature Form
Do not modify the formatting or spacing of this Form above this text Subsidiary: Account Manager Name / Alias:

Country: United States
LAR/LAD/ESA:

Dell Inc.

Program Versio
SLP SLG 2012
(MSLI Scanning Code)
ACCOUNT: County of Riverside 4
Outsourcer Name:

Business Agreement Number:

Master Agreement Number: 7756479
Agreement Number: 7657738
Purchase Order Number:

Comments:

Last Saved by Quinn Greenly 7/23/2013 2:02:23 PM 10/12/2005 Revision 3.9
He Microsoft Volume Licensing
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MBAMBSA number Proposal ID
Agreement number 7756479
untie be in the are or ace to as asociated with the documents below. Microof requires the associated acteve or the purposes of this form, "Customer" can mean the signing entity, Enrolled Affliate, Governmel artner, Institution, or other party entering into a volume licensing program agreemer This moane for adol Ania doing, as ort eive date denied before into between the Contract Document Number or Code
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<Choose Agreement> Document Number or Code
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Select Plus Affiliate Registration Form X20-04921
‹Choose Enrollment/Registration» Document Number or Code ‹Choose Enrollment/Registration> Document Number or Code ‹Choose Enrollment/Registration> Document Number or Code ‹Choose Enrollment/Registration> 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.

Customer
Name of Entity(must beh legal entity name) County of Riverside Signature* hild
Printed First and Last abne ines Mark
Printed Title* Procurement Contract Specialist
Signature Date* 07/17/2013
Tax ID 95-6000930
* indicates required field BY A RANIS PRA DATE
ProgramSignForm(MSSign)(NA,LatAm)ExBRA,MLI(ENG)(Oc2012) Page 1 of 3 Microsoft Affiliate
Microsoft Licensing, GP
Signature Ant De * Microsoft
Printed First and Last Name Microsoft Licensing, GP
Printed Title JUL 2 3 2013
Signature Date
(date Microsoft Affiliate countersigns) Anthony Dulaney Duly Authorized on behratt of
Effective Date Microsoft Licensing, GP
(may be different than Microsoft's signature dete 7/1/20/3 Optional 2'd Customer signature or Outsourcer signature (If applicable) Customer
Name of Entity (must be legal entity name)*
Signature*
Printed First and Last Name*
Printed Title*
Signature Date*
" indicates required field
Outsourcer
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 forms) with this signature form Microsoft Licensing, GP
Dept. 551, Volume Licensing
6100 Neil Road, Suite 210
Reno, Nevada 89511-1137
USA
ProgramSignFor(MSSign)(NA,LatAm)ExBRA,MLI(ENG)(Oc12012) Page 2 of 3 Prepared By: Name of Preparer
Email of Preparer
ProgramSignForm(MSSign)(NA,LatAm)ExBRA,MLI(ENG)(Oct2012) Page 3 of 3 -
:

Volume Licensing
Program Signature Form
MBA/MBSA number RIVCO-8084445-M-
AMD2
Agreement number 8084445
Astri Feder the naple bie acial sumere, slediated wit the documenis below. Microsot requires the For the purposes of lhis form, "Customer" can mean the signing entity, Enrolled Affillate Government Partner, Institution, or other parly entering into a volume licensing program agreement.

This signature form and all contract documents identified In the table below are entered into belween the Customer and the Microsoft Affiliate signing, as of the effeclive date Identified below.

Contract Document Number or Code
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Amendment to Contract Documents CTM-FWK-CTC-AGR (8084445) By signing below, Customer and the Microsoft Affitiate agree that both parties (1) have received, read DATE and understand the above contract documents, including any websiles or documents incorporated by 1/30/2020. reference and any amendments and (2) agree to be bound by the terms of all such documents.

Customer
lame of Entity (most be legat entity name)* County of Riversid signature hER
Printed First and Last Name" RICHARD R. HAI
Printed THe SR. PROCUREMENT CONTRACT SPECIALIST
Signature Date 01/30/2020
SUSANNA N Tax ID
* Indicates required field
BY:

ProgramSignForm(MSSign)(NA,LatAin)ExBRA(ENG)(Oc12016) Page 1 of 2 Document X20-12845
Microsoft Affiliate
Microsoft Corporation..

Signature
Printed First and Last Name
Printed Title
Signature Date JAN 2:9 2020
dete Microsoft Affiliate countersigns
Shirley Snyder
Agreement Effective Date Duly Authorized on behalf o
(may be different Ihan Microsoft's signatule dale) Microsoft Corporatio Optional 2nd Customer signature or Outsourcer signature (If applicable) Customer
Name of Entity (must be legal entity name)*
Signature*
Printed First and Last Name*
Printed Title
Signature Date*
* indicates required field
Outsourcer
Name of Entity (must be legal entity name)*
Signature*
Printed First and Last Name*
Printed Title
Signature Date*
* Indicates required field
1 Customer requires additional contacts or is reporting multiple provious Enrollments, include th 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 wili receive a confirmation copy.

Microsoft Corporation
Dept. 551, Volume Licensing
6100 Neil Road, Suite 210
Reno, Nevada 89511-1137
USA
ProgramSignForm(MS Sign)(NA, LalAm)ExBRA(ENG)(0c12019) Page 2 of 2 Document X20-12845
1 ' Mistressie Volume Licensing
Amendment to Contract Documents •
Agreement Number B084445 RIVCO-8084445-M-
AMD2
This amendmen! ("Amendment") Is enlered into between the parties identified on the attached progran a this Amerien wil have the same moatings provided i that Entiment or pement of drine.

Microsoft Services Amendment to the Enterprise Enrollment Federal, State and Local Government & Public Educational Institutions Enrollad 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 parlies 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 Enroliment shall apply to this Amendren unless otherwise stated. Additional terms are defined es 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 provide • Microsoft by, or on behalf of, Customer and its Affiliates in connection with Professional Services "day" means a calendar day, except references that specity "business day"; "Microsoft" means the Microsoft Affiliate that has entered Into the Agreement and its Affiliates, as appropriate;
"Pre-Existing Work" means any compuler code or malerials developed or otherwise obtained independenti of the efforts of a party under a Statement of Services; "Professlonal Services" means all Product support services and Microsoft consulting services ol 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 Microsof leaves with Customer at the conclusion of Microsoft's performance of the Professional Services; tatement of Services" means any work orders, services descriptions, or other descriptlon of Profession ervices that incorporates this Amendmen
AmendmentApp v4.0 CTM-FWK-CTC-AGR BD