Alameda City Council
April 21, 2026

AGREEMENT # ITARC-00931
Exhibit E
Microsoft Enterprise Agreements and Amendments
EI) 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) E.4) Amendments No. 2- EA Custom Terms (Document No. CTM-FWK-CTC-AGR). 17 Revision 1/06/2021

3. Crayon Software Experts LLC- LSP
Agreement no. ITARC-931 (002)
Final Audit Report 2024-07-03
Created: 2024-07-03
By: Candace Sherron ([email protected])
Status: Signed
Transaction ID:
"3.Crayon Software Experts LLC- LSP Agreement no. ITARC-93 1 (002)" History
Document created by Candace Sherron (Candace. [email protected]) 2024-07-03 - 8:45:06 PM GMT
C Document emailed to [email protected] for signature 2024-07-03 - 8:45:44 PM GMT
S Email viewed by [email protected]
2024-07-03 - 11:03:06 PM GMT
Oo Signer [email protected] entered name at signing as Candy Kareem 2024-07-03 - 11:03:26 PM GMT
O Document e-signed by Candy Kareem ([email protected]) Signature Date: 2024-07-03 - 11:03:28 PM GMT - Time Source: server Agreement completed.
2024-07-03 - 11:03:28 PM GMT
Adobe Acrobat Sign
g Microsoft Volume Licensing
Program Signature Form
004-kayleed-S-04
Agreemen number 8084445
Voto: Enter the applicable active numbers associaled with the documents below, Microsoft requires he associated alive number be indicated here, or listed below as ner For the purposes of this form, "Customer" can mean the signing entity, Enrolled Affiliate, Govermnent Partner, Institution, or other party entering into a volume liconsing program agreement.

This signalure forin 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 + ye * Numbar or Codo 315
Enterprise Agreement X20-10209
*Choose Agreement: Document Number or Code
«Choose Agreement» Document Number or Code
«Choose Agreement? Document Number or Code
‹Choose Agreement? Document Number or Code.
«Choose Enrolineni/Registration» Document Number or Code ‹Choose Enroltment/Registration> Document Number or Code «Choose Enrollment/Registrations Document Number or Code ‹Choose Enrol:ment/Registration> Document Number or Code ‹Choose Enrotiment/Registration» Document Number or Code Amendment to Contiact Documents CTM-CPT.OFT-FV/K (new)
By signing below, Culomer and the vicrosoft Affiliate agree that both parlies (1) have reccived, read DATE and understand the above contract documents, including any websites or documents incorporated bi reference and any amendments and (21 agree to be bound by the terms of all such documents 8/22/19 Mr Customen zi J
Printed Tate Sr. Procurement Contract Specialist Printed First and Last Name Richard

FORMAPPROVED COUNTY COUNSEL
SUSANNA N. OH Signature Date 08/22/2019
Tax ID
•inficates required held
ProgramSignForMsSigntiA, LalAr:)ExBRA.MLI:ENCH/N20111 Paçe 1012 Microsoft Corporation
Signature C -nE Microsoft
Printed First and Last Name Microsoft Corporation
Printed Title
AUG 2 3 2019
Signature Date
(dale Mic usoll Afflate countersigns)
Agreement Effective Date
(inay he ciferent thear Ikrusoft s synature Jaic) 8123/2019 Optional 20d 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 venuirect felt
Outsourcer"
Name of Entity (must be legal entity namel"
Signature*
Printed First and Last Name'
Printed Tille
Signature Date*
• inchicates requared field
in dustone props a arat men, ati aurena, or is reporting mutile previous Enrolments, icrosoft Corporatio
ept 551, Volume Licensir
6100 Neil Road, Suite 210
Rew. Nevinis 89511-1137
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8 Microsofi Volume Licensing
Amendment to Contract Documents
Agreemen Numbe
004-kayleed-S-04
8084445.

Enterprise Agreement
Custom Terms CTM

1. Section fa, "Term". is hereby amended and restaled as follows:
* Toes he renor is A rene i can need presenia endinier parly The pricing that Microsof will offer Emolled Affiliate's Reseller for Enrollments effecti ween November 1, 2019 through October 31, 2021. and that will apply for the entire init lenn of such Emollients, is as follows:

Product Price Examples include bit are not fimited to
Level the following*:

Enterprise Online Services"* level D 365 E3 and Es. Enterprise Mobility minus 2% 1 or Ey, Wines 10 Enters or F
USt And at use let upst
Enterprise Products Levelo Office 355 Pro PIus. Windows Ente suite. Core CAL Suite. Enterprise
Arititional Products Level D 1365 F1, M365 E5 Compliance, M365 E ecurity. Office 365 Entorprisc F1, Proice
Windows rer A Dynamics o. A Pe So lane.

Server and Tools Procluct Level D SharePoint Server, SOL Server, Bizalk Sorver, Visual Studio. Core Infrastructure
apolent Sayer and Cloud Suites, elc.
• Trees yuples neive oile sewers that are avalabie in eiter the crecial ey government cloud channçs eduded undatedhen sem arronovel fion the Enterprise piegiam ciferi Exclusions apply to the additional 2% discount on Enterprise Onlue Services as follows:

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Mates
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• The price list month that applies to an order is not a factor in determining whether the additional 2% discount on Enterprise Orline Services may be applied lo an order. The only applicable factor is the effective date of the Enroliment • The discount does not apply to any extensions of the initial Ter or renewal Enroliments
• The discourt does not apply to any premolional SKUs. Enrolled Affiliate is entitled to the lower of the promolional price ci discounted orice
The price lovel thal applies lo Emolients effeclive on or afler November 1. is is Level Dilor all Products.

The Reseller and he Enrolled Amitate will retermine the Enrolled Affiliate's actual pricé and payment terns.

Except for changes made by Ihis Amendment, the Eurollmen! or Agreement identified above remains inchanged and in full force and effect. If there is any conflict between any provision in this Amendmen and any piovision in the Emollment or Agreerent identited above, this Amendment shall conto This Amendment must he attached to a signature form to be valid Microsoft Internal Use Only:

Riverside County EA Amend 3.7.docx LID
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9 Microsoft Volume licensing
-
Enterprise Agreement State and Local
Not for Use will Micrasoft Business Agreement or Mcdot Pusness add Services Agreement This Microsoft Enterprise Agreement ("Agreement") is entered into between the entities icientified on the signature form.

Effective date. The effective date of this Agreement is the earliest effeclive date of any Enrollment entere nto under this Agreement or the date Microsott accepts this Agreement, whichever is earlie Agreement, and (5) any order submitter under this Agrcement.

Please note: Documents referenced in this Agreement but not altached to the signature form may be found at hittp.//www.inicrosoft.com/icensingicontracts and are incorporated in this Agreement by reference, including the Product Terms and Use Rights. These documents may contain additional terms and conditions for Products licensed under this Agreement and may be changed from time to time. Customer should review such documents carefully, both at the time of signing and periodically thereafter, and fully understand all terms and conditions applicable to Products licensed Terms and Conditions

1. Definitions.
"Affiliate" ineans
a with regard to Customer.
(i) any government agency, department, office, instrumentality, division, unt 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:
(i) 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 (iii) any other entity in Customer's state expressly authorized by the laws of Customers stale 1o purchase under state contracts; provided that a state and its Affiliates shall not. for purposes of this definition, he considered lo be Affiliates of the federal government and its Affiliates: and
with regard to Microsoll, any legal entity thai Microsof owns. that owns Microsoft. or that is under common ownership with Microsoft.
"Customer" means the legat entity that has entered into this Agreement with Microsoft Customer Data" means all data, inchiding all text, suund, software, image, or video files that are provicte Microsoft by, or on behalf of an Enrolled Affilate and its Affiliates through use of Online Service "day" means a calendar day, except for references that specify "business day" "Enrolled Affiliale" means an entily, either Custorner or any one of Custoner's Affiates that has entered into an Enrollment 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 Affitale 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 derivatives, that Microsoft either releases generally (such as Product service packs) or provides to Customer lo address a specific issue.

Services will be considered Subscription Licenses.

Microsoft" means the Microsoft Affiliate that has entered into this Agreement or an Enrollment and its Affiliales, as appropriate.

Online Services" means the Microsoft-hosled services idensified as Online Seivices in the Product Terms. "Online Services Terms" means the additional terms that apply lo Customer's use of Online Services published on the Volume Licensing Site and upraled from time 10 time. "Product" means all products identified in the Product Terms, such as all Software, Online Services and other web-based services, including pre-release or beta versions. "Product Terms" means the document that provides information about Microsoft Products and Professional Services available through volume licensing. The Product Terms document is published on the Volume Licensing Site and is updated from time to time
"SLA" means Service Level Agreement, which specifies the minimum service level for Online Services and is published on the Volume Licensing Site.
"Software" means licensed copies of Microsoft software identified on the Product Terms. Software dees not include Online Services. but Sollware may be part of an Online Service. "Software Assurance" is an offering by Microsoft that provides new version rights and other benefits for Products as further described in the Product Terms.
"Trade Secret" means information that is nột generally known or readily ascertainable to the public, has economic value as a result, and has been subject lo reasonable sleps under the circumstances to mainlain "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 tire to time. The Use Rights Supersede the terns of any end user license agreement that accompanies a Product. The Use Rights for Software are published by Microsofl in the Product Terms The Use Rights for Online Services are published in the Online Services Ternis. "Volune Licersing Site" means http://www.microsoft.com/pensing/contracts or a successor site.

2. How the Enterprise program works.
a. General. The Enterprise program consists of the lemms and conditions on which an Enrolled Affiliate may acquire Product Licenses.

A fiate may arder i Proses for Prodies byet ing into triolegram, Custoner and is b. Enrollments. The Enterprise program gives Customer and/or its Aftiliates the ability to enle into one or more Enrollments to order Products. Subscription Enrollments may be available to some of these Enrollments. Votwithstanding any other provision of this Agreemen!, onl Enrolled Affiliates identified in an Enrollment will be responsible for complying with the term:
of that Enrollment, including the terms of this Agreement incorporated by reterence in that Enrollment.

Document X20.10209
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Licenses. The types of Licenses available are (1) Licenses ohlained under Software Assurance (LESA), and (2) Subscription Licenses. These License lypes, as well as additional License Types, are further described in the Product List.

3. Licenses for Products.
expressly granted in this Agreement.

Duration of Licenses. Subscription Licenses and most Soflware Assurance ughts a mporary and expire when the applicable Enroliment is terminated or expires, unless th Enroiled 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 perpetual only when all payments for that License have been made and the initial Enrollment term has expired
c. Applicable Use Rights.
{i) Products (other than Online Services) The Use Rights in efiect on the effective date of the applicable Enrollment term will apply lo Enterprise's use of the version of each Product thal 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 Affiliale 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 Enroliment under which they were acquired. Renewal of Software Assurance does not change which Use Rights apply to those Licenses.
(i) Ontine Services. For Online Services, the Use Rights in effect on the subscriplion start date will apply for the subscription term as defined in the Product Terms. i. Downgrade rights. Enrolled Affiliate may use an earlier version of a Product other that Online Services than the version that is current on the effective cate of the Enrolfment. 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 Assuranco. Enolled Affiliale must order and maintain continuous Software Assurance coverage for each License ordered With Sofiware Assurance coverage, Enterprise automatically has the right to lise a new version of a licensed Product as soon as it is released, even if Eniolled Affiliate chooses nol to use the new version immediately Except as otherwise permitted under an Enrollment, use of the new version will be subject to the new version's Use Rights.
(i) If the License for the earlier version of the Product is perpetual at the time he rew version is released, the License for the new version will also be perpetual. Perpetual Licenses obtained through Soflware Assurance replace any perpetual Licenses for the earlier version.

License confirmation. This Agreement. the applicable Enrollment, Enroller Affiliate's order confirmation, and any documentation evidencing transfers of perpetual Licenses. together with broat of payment, will be Enólled Affiliate's evidence of all Licenses obtained under an Enroliment
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Reorganizations, consolidations and privatizations. If the number of Licenses covered by an Enroliment changes by more lhan len percent as a result of (1) a reorganization. consolidation or privatization of an entity or an operating division, (2) a privatization of an Affiliate or an operating division of Enrolled Affiliate or any of its Affiliates, or (3) a consolidation including a merger with a third pary that has an existing agreement or Enroilment. Microsoft wilt 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. Enrolled Affiliate 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 oblained front a Microsoft approved fulfiliment source Enroller! Affiliate may use a third party to make these copies, but Emolled Affiliate agrees it will be responsible for any third party's actions. Enrolled Affiliate agrees l0 make reasonable efforts to notify its employees, agents. and any other individuals who use the Products that the Products are licensed from Microsoft and subject to the terms of this Agreement. b. Copies for training/evaluation and back-up. For all Products olher than Online Services.

Enrolled Affiliate inay: (1) use up lo 20 complimentary copies of any licensed Product in a delicater training facility on its premises for purposes of training on that particular Product. (2) use up to 10 complimentary copies of any Products for a 60-day evaluation period, and (3) use one complimentary copy of any licensed Product for back-up or archival purposes for each of its distinct geographic locations. Trials for Online Services may be available if specified in the Right lo re-image. In certain cases, re-raging is permitted using the Product media. If the Microsoft Product is licensed (1) from an original equipment manufacturer (OEM), (2) as a full packaged Product through a retail source, or (3) under another Microsoft program, then media provided under this Agreement'may generally be used to creale images for use in place of copies provided through that separale source. This right is conditional upon the following:
(i) Separate Licenses must be acquired from the separale source for each Product that is re- imaged.
if The Product, language version, and componens of the copies inade musl be identical to he Producl, language, version and all components of the copies they replace and the number of copies or instances of the re-inaged Product permitled renains the same. (ili) Except for copies of an operating syslem and copies of Products licensed under anolher Microsoft program, the Product type (e.gl. Upgrade or full License) re-imaged inust he identical to the Product type licensed from the separate source. iv) Enrolled Affiliate must adhere to any Produci-specific processes or requirements for re maging identified in the Product Term
Re seid ourse This used no due not are or lend any enso cared tr support obligation
Transferring and reassigning Licenses.
a. Licenso transfers. License transfers are not permitted, except that Cuslomer or an Enrollec Affiliale may transfer only fully-paid perpetvat Licenses 10:
(i) an Affiliate, or
(ii) 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 Afflliate or agency or of an CA2016AKUSISLG(ENGYNOW20161 Page 1 0i 1
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operating division of Enrolled Affiliate or an Affiliate. (B) a reorganization, or (C) a consolidation.

Upon such transfer, Customer or Enrolled Affiliate must uninstalt and discontinue using the licensed Product and render any copies unusable
b. Notification of License Transfer. Enrolled Affiliate must notify Miciosoft of a License transfer http://wwwmicrosolt.com/censing/coutracls and sending the completed form to Microsoft before the License transfer. No License transfer will be valid unless Enrolled Affiliate provides and the transleree accepts in writing, documents sufficient to enalde the transferee to ascertain the scope, purpose and Imitations of the rights gianted by Microsoft under the licenses being transferred (includingthe applicable Use Rights, use and transfer restriclions, warranties and finitations of liability). Any License transfer not made in compliance with this section will be void.

Licenses and Sollware
c. Interan A signe assigned easinge device silence Enterprise is re Software 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 dale unless terminated by either party as described below. Each Enrollment will have the term provided in that Enrollment.
b. Termination without cause. Either party may terminate this Agreement, without cause, upon 60 days' written notice. In the event of termination, new Enrollments will not he accepted, but any existing Enrollment will continue for the term of such Enrollment and will continue to be governed by this Agreement.
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 10 make payments under the Agreement or Enroliment are not appropulated or allocaled by the Enrolled Affiliate for such purpose
Without limiling any other remedies it may have, either party may an Enroliment if the other party materially breaches its obligations under this Agreement, including any obligation to submit orders or pay invoices. Except where the breach is by its nature not curable within 30 days, the terminating party must give the other party 30 days' notice of its intent to terminate and an opportunity to cure the breach.

If Microsoft gives such notice lo 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 belween Microsoft and Enrolled Affiliale, togetner with Customer's help, within a reasonable period of time, Microsoft may terminate this Agreement and all Enrollments under it. If an Enrolled Affiliate ceases lo be Cusiomer's Affiliate, it must promplly notify Microsoft, and Microsoft may terminate the former Affiliate's Enrollment If an Enrolled Affiliate terminates its Enrollment as a result of a breach by Microsoft. or if Microsoft terminates an Enrollment because Enrolled Affiliate ceases to be Customer's Affiliate, then Enrolled Affiliate will have the early termination rights described in the Enrollment.

Early termination. If (1) an Enrolled Affiliate terminates its Enrollment as a result of a breach by Microsoft, or (2) if Microsoft terminates an Enrollment because the Enrolled Affiliate has ceased to be an Affiliate of Customer, or (3) Enrolled Affiliate ternates an Enrolinent for non- appropriation of funds, or (4) Microsoft terminates an Enrollment for non-payment due to non- appropriation of funds. then the Enrolled Affiliate will have the following options:
(1) It may immediately pay the joral remaining amount due, inchiding all installments, in wich case, the Enrolled Affiliate will have perpetual rights for all Licenses it has orderer: or 6A201bAyKUSISLG(ENG(N0v2015 Pay: 5 ul 11
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(li) Il may pay only amounts due as of the lemmination 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 SA coverage in the current tern) for which payinent has been made in fuil, and 2) the number of copies of Products it has ordered including the latest version of Products ordered under Software Assurance coverage in current lerm) that is proportional to the total of instalment payments paid versus total amounts due (paid and payable) if the early termination had not occurred
(ili) 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 option." provided that Microsofl receives the buy-out order for those Licenses within 60 days alter Enrolled Affiliate provides notice of termination
In the event of a breach by Microsoft, il Customer chooses not to exercise a buy-out option, Microsoft will issue Enrolled Affilate 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 shail affect perpetual License rights acquired either in a separale agreement or in a prior term of the teminated Enrollment.

1. Elfect of termination or expiration. Wher an Enrollment expires or is terminated. (i) Enrolled Affilate must order Licenses for alt copies of Proclucts it has run for which it has not previously submilled 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," ali 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
Modification or termination of an Oniine Service for regulatory reasons. Microsofi may motily of lerminate an Online. Service where there is any current or future government requirement or obligation that: (1) subjects Micrasoft to any regulation or requirement not generally applicable to businesses operating in the jurisdiction: (2) presents a hardship for Microsoft to continue operating the Online Service without modification; and/or (3) causes Microsoft to believe these terms or the Online Service may conflic! with any such requirement

11. Program updates. Microsoft may make changes to this program that will make il necessary for Customer and its Enrolled Affiliates to enter into new agreements and Enrollments at the time of an Enrollment renewal.

Use, ownership, rights, and restrictions.
• Prolines tyle or legis secied as preme a veine use enemot applicable supplemental agreemenl
• Fixes. Each Fix is licensed under the same terms as the Product to which it applies. If a Fix ol provided for a specific Product, any use rights Microsult provides with the Fix will ap :. Non-Microsoft software and technology. Enrolled Affiliate is solely responsible for any non Microsoft soflware or technology that it installs or uses with the Products or Fixes LA¿U16Ag USISLGrENG)Nüv2016) Page 0 of
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d. Restrictions. Enrolled Afiliate must not (and is nol licensed to) (1) reverse engineer, decompile, or disassemble any Product or Fix. (2) install or use non-Microsoll soliware ar technology in any way that would subject Microsoft's intellectual property or technology to any other license terms: or (3) work around any lechnical humilations in a Product or Fix or restrictions in Product documenlation. Customer must not (and is not licensed toj () separate and run parts of a Product or Fix on more than one device, upgrade or downgrade parts of a Product or Fix al different times, or transfer parts of a Product or Fix separately: or (i) distribute, sublicense, rent, lease, lend any Products of Fixes. in whole or in part, or use them to offer hosting services to a third parly;
e. Reservation of rights. Products and Fixes are prolected by copyright and other intellectual property rights laws and international treaties. Microsoft reserves ail rights not expressly granted in this agreement. No rights will be granted or unpled by waiver or estoppel. Righis to access or use Software on a device do not give Customer any right to implement Microsoft patents or other Microsoll intellectual property in the device itself or in any other software or 1 Confidentiality.
person should understand is confidential, including Customer Data. Confidential Information does not include information that (a) becomes publicly available without a breach of this agreement. (b) the receiving party received lawfully from another source without a confidentiality obllgation, (c) is independently developed, or (d) is a comment or suggestion volunteered about the other party's business. products or services.

Each parly 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 parlies' business relationship. Neither party will disclose that Confidential Information to third parties, except lo its employees, Affiliates, contractors. advisors and consultants ("Representatives") and then only on a need-to-know basis under nandisclosure obligations at least as protective as this agreement. Each party remains responsible for the use of the Conficiential Information by its Representalives and, in the event of discovery of any unauthorized use or disclosure, must promptly notify the other party.

A parly may disclose the other's Confidential information if required by law; but oniy after it nolities the other party (if legally permissible) to enabie 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 mentories in the development or deployment of the parties' respective producis or services does not create liabilily under this Agreement or trade secret law, and each party agrees to limit what it discloses 1o the other accordingly.

These obligations apply (1) For Customer Data urtil it is deleted ficum line Online Services, and (il) for all other Confidential Infornation, for a period of five years afler a party receives the Confidential Information.

Privacy and compliance with laws.
a. Enrolled Affiliate consents to the processing of personal information by Microsoft and its agents 1o facilitate the subject matter of this Agreement. Enrolled Aflilate will obtain all required consents from third parties under applicable privacy and data prolection law before providing personal information to Microsoll
• Personal information collected under this agreement (i) may he transferred, stored and processed in the United States or any other country in which Microsoft or its service providers maintain facilities and fi) will be subject 1o the privacy terms specified in the Use Rights.

Microsoft will abide by the requirements of European Economic Area and Swiss data protection FAZO1GÅM{UISYSI GAENG](Nev2016; Page 7 of 11
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law regarding the collection, tise, transter, relention, and other processing of personal data from the European Economic Area and Switzerland.
c. U.S. export. Products and Fixe's are subjecl 10 1J.S. export jurisciction. Enrolled Affliate must comply with all applicable international and national laws. including the U.S. Export Administration Regulations and International Traffic in Arms Regulations, and end-user, ene use and destination restrictions issuect by U.S. and other governments related to Ilicrosaft

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 Froduct documentation for one year from the date tha Microsis is it she was to era, ves Micros of wils a ols opt in return ene pies Enrolled Affiliale paid for the Software license, or (2) repair or replace the Software. (ii) Online Services. Microsoft warrants that each Online Service will perfor in accolance with the applicable SLA during the Enterprise's use. The Enterprise's remedies for breach of this warranty are in the SLA
The remedies above are the Enterprise's sole remedies for breach of the warranties in this section Customer waives any breach of warranty clains not made during he warranty perior! b. Exclusions. The warranties in this agreement do not apply to problems catsed by accident abuse, or use in a manner inconsistent with this Agreement, including failure to meet minimum system requirements. These wananties do not apply to free, trial, pre-release, or beta products, or to components of Products that Enrolled Affiliate is permitted to redistribute.

C. Disclaimer. Except for the 'limited warranties above, Microsoft provides no other warranties arid disclaims any other express, implied, or statutory warranties, including warranties of quality, fitle, non-infringement, merchantability, and fitness for a particular purpose.

11. Defense of third party claims.

The parties will defend each other against the third-party claims described in this section and will pay the annount 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 party with all requested assistance. information, and authority. The defending party will reimburse the other party for reasonable oul-of-pockel 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 form provided by Microsoft and not combined with anything else) misappropriales a trade secrel or directly infringes a patent, copyright, Irademark or other proprietary right of a third party. If Microsoft is unable lo resolve a clain o! replace the rode or Fix waly a luciona givalent, or all erinte Enrolled Afiate 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 neriod after the lermination dale 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 to stop due to a third party claint.

By Enrolled Affiliate. To the extent permitted by applicable law, Enrolled Affiliate will defend Miciosolt against any third-party clain to the extent it alleges that: (1) any Customer Data or FA2016Ag(USISLG(ENG)(Nnw2016) Page 8 or 11
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non-Microsoft software hosted in an Online Service by Microson on Enrolied Affiliate's behalf nisappropriates a trade secret or directly infringes a patent, copyright, trademark, or othe roprietary right of a third party: or (2) Enrolled Affiliate's use of any Product or Fix, alore or ir combination with anylhing else, violates the lay or damages a third party

12. Limitation of liability.

Foreach Product. each party's maximum, aggregate liability lo the other under this Agreement is tunited to direct damages finally awarded in an amount not to exceed the amounts Enrolled Affiliate was requires to pay for the applicable Products during the, term of this Agreement, subject to the following

1. Online Services.
any neiter gives. Fist fo a claim wills exceed is amoun Enried riate paibatef Online Service during the 12 months before the incident.

D. Free Products and Distributabite Code. For Products provicled free of charge and code that Enrollec Affiliale 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.

Exclusions. In no event will either parly be liable for indirect, incidental, special. punitive, ar 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.

Exceptions. No timitation of exclusions will apply to liability arising out of either party's (1] confidentiality obligations (except for all liability related to Cuslomer Data, which will remain subject to the limitations and exclusions above): (2) defense obligations; or (3) violation of the other party's intellectual property rights.

13. Verifying compliance.
a. Right to verify compliance. Enrolled Affiliate must keep records relating to all use and distribution of Products by Enrólled Affiliate and its Affiliates. Microsoft has the right, at its expense. to the extent permitted by applicable law. to verify compliance with the Product's license terms. Enrolled Affiliate must promply provide the independent auditor with any information the auditor reasonably requests in furtherance of the verification, including access to systems running the Products and evidence of Licenses for Products Enrolled Affiliate liosts. sublicenses, or distributes to third parties. Enrolled Affiliale agrees to complete Microsoft's self-audit process, which Microsoft may require as an alternative to a third party audit b. Remedies for non-compliance. If verification or self-audit reveals any unlicensed use or distribution, then within 30 days, (1) Enrolled Affiliate must order sufficient Licenses to cover that use or distribution, and (2) if unlicensed use or distribution is 5% or more, Enrolled Affiliate must reimburse Microsoft for 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 Alfiliate price level. The unlicensed use percentage is based on the total number of licenses purchased compared to actual install base. If there is no unlicensed use. Microsoft will c. Verification process. Wicrosofl will notily Enrolled Affiliate at least 30 days in advance of its intent to velify Enrolled Affilate's compliance with the license terns for the Products Enrolled Affiliate's operations.

EA2116AgI(US)SLG(ENG)(N0v2016) Pay: 9 of 11
Document X00.10209

14. Miscellaneous.
a. Use of contractors. Microsoft inay 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 inay develop products independently without using the other's Confidentiat Intonation
C. Nolices. Notices to Microsoft must be sent to the address on the signature forn. Notices must he in writing and will be treated as delivered on the date shown on the relurn receipt or on the courier or fax contination of delivery. Microsoft may provide information to Enrolled Affiliate bout upcoming ordering deadlines, services, and subscription information in electronic forr ncluding by email to contacts provided by Enrolled Affiliale. Emails will be trealed as delivere on the transmission date.
c. Agreement not exclusive. Customer is free lo enter into agreements to license, use or promote non-Microsoft products.
c. Amendments. Any amendment to this Agreement must be executed by both parties. except thal Microsoft may change the Product Terms and the Use Rights from time to time in accordance with the terms of this Agreeinent. Any conflicting terms and conditions contained in an Enrofled Affifiate'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. Assigmment. Either party may assign this Agreement to an Affiliate, but must notify the other party in writing of the assignment. Any other proposed assignment must be approved by the non-assigning party in writing. Assignment will not relieve the assigning party of its obligations under the assigned agreement Any attemplert assignment without required approval will be g. Applicable law: dispute resolution. The terms of this Agreement will be governed try 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 to ve unenforceable, the balance of the agreement will remain in full force and effect
i. Waiver. Failure to enforce any provision of his agreement will not constitute a waiver. Any waiver must be in writing and signed by the waving party.

No third-party beneficlaries.; This Agreement does not create any khird parly beneficiary K. Survival. All provisions survive lermination or expiration of this Agreement except those requiring performance only during the term of the Agreement.

1. Management and Reporting. Customer and/or Enrolled Aftilate may manage account cietails (e.g.. contacts, orders, Licenses, software downloads) on Microsoft's Volume Licensing Service Center (VLSC) web successor
https//wwww. mcrosoft conficersing/servicecenter. Upon the effective date of this Agreement and any Enrollments, the contacts) identified for this purpose will be provided access to this site and may authorize additional users and contacts.

11. Order of precedence. In the case of a conflict between any documents in this Agreement that is not expressly resalved in those documents, theirterms will control in the following order from highest to lowesl priority: (1) this Enterprise Agreement. (2) any Enrollment, (3) the Produc! Terns. (1) the Online Services Terms. (5) orders submitted under this Agreement, and (6) any other documents in this Agreement.
document and any prior amendments concerning the same subject matter.

EA2015AyrUS)SLG(ENCNNO 2018) Page I0 of 11
Documeni X20 10203
n. Free Products, Il is Mlicrosoft's intent that the terms ofthis Agreement and the Use Rights be in compliance with all applicable federal law and regulations. Any free Product provided to.

Enrolled Affiliate is for the sole use and benefit of the Enrolled Affiliate, and is not provided for use by or personal benefit of any specific government employee o. Voluntary Product Accessibility Templates. Ivicrosoft 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 stale law counterparts The Voluntary Product Accessibility Templates (VPATs") for the Microsoft lechnolagies used in providing the Online Services can be found at Microsoft's VPAT nage. Further information teardina Microsolt's commilment to accessioility can be found at hip //www.miciosofl.com/enable p. Natural disaster. In the event of a "natural disaster," Microsoft may provide additional assistance or rights by posting them on hito www.microsoft.com at such time

4. Copyright violation. Except as set loith in the section above entitled "Transferring and reassigning Licenses", the Enrolled Affiliate agrees to pay for, and comply with the terns 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.
i
:
!
EA2010/vr(USiSLG(ENG)(Nov201G› Page 11 of 1i
8 ' Microsoft Volume Licensing
•
Supplemental Contact Information Form
This form can be used in combinalion with MBSA, Agreement, and Enrollment/Registration 223733
This foin applies lo: • MBSA
• Agreement
• Enrolinent/Affiale Registration Forin
Insert primary entity name if more than one Enrollment/Registration Form is submitted
Contact information.

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 14th Street, 4lh Floor,
City* Riverside Stato/Province* California 'Postal code" 92501-3861 Country USA
Phone* 951-955-2265
•l This contaci is a third party nol the entiys. Warning: This contact receives personally dentifiable information of the entity.

2. Software Assurance manáger.

This contact will receive online permissions to manage the Software Assurance benefits under the Erroliment or Registration.

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

City Riverside State/Province" California Postal corle^ 92501-3861 SupContacialFcim(NA NDXENGy0020131 Mage 10f 3
Country® USA
Phone^ 951-955-2265 Fax
L This contact is a third parly (not the entity). Warning This contact receives personally identifiable information of the entily.

3. Subscriptions manager.

This contact will assign MSDN. Expression, and TechNet Plus subscription licenses to the indivicual 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 name*: First Regina Last Funderburk
Contact email address* [email protected]
Street address* 3450 14th Street, 4th Floor
City' Riversida State/Province' California Postal code' 92501-3861 Country' USA
Phone* 951-955-2265 Fax
• This contact is a third party (not the entily) 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 the 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
Cily^ Riverside State/Province* California Postal code 92501-3861 Country USA
Phone* 951-955-8114 Fax
• This contact is a third paily (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 support-relater activities.

Naine of entily County of Riversicle
Contact name*: First Luis Last Flores
Contact email address* [email protected]
Strect address* 3450 14th Streel, 4th Floor
City* Riverside State/Province" California Postal core* 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 Linless Microsoft is provided written notice of a change.

Name of entity County of Riverside
SupComachnot bin(NA, INDKENG)(0012013 Page 2 0r 3
Contact name*: First Jim Last Smith
Contact email address' [email protected]
Street address* 3450 141h Street, 4th 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 onine access lo others. contact also receives all notices
* Sante as primary contact
Name of entity*
Contact name*: First Last
Contact email address*
Strect addressi
State/Province" Postal code'
• This contact is a third party (not the entity). Warning This contact receives personally icientifiable information of the entity.

Fage 3of 3
Microsoft Volume Licensing
Program Signature Form
MAMBSA number Proposal ID
Agreement number
untie e ate er, ate a as associated with the documents below. Microsot requires the associated active -or the purposes of this form, "Customer" can mean the signing entity, Enrolled Affiliate, Governmen 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 Enroilment/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 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
Signature Date
(date Microsoft Affiliate countersigns)
Effective Date
(may be different than Microsoft's signature date)
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 form(s) with this signature form.

After this signature form is signed by the Customer, send it and the Contract Documents to Customer's the signature form i ily so acted by Microser, Customer wiretve a to main dress. When Microsoft Licensing, GP
Dept. 551, Volume Licensing
6100 Neil Road, Suite 210
Reno, Nevada 89511-1137
USA
ProgramSignForm(MSSign)(NA.LatAm)E×BRA.MLI(ENG) (Oct2012) Page 2 of 3 Prepared By: Name of Preparer
Email of Preparer
ProgramSignForm(MSSign)(NA. LatAm)ExBRA.MLI(ENG)(Oct2012) Page 3 of 3 Microsoft Volume Licensing
Select Plus License Program Agreement State and Local
Contents

1. Definitions...

How the Select Plus License program works.

How to establish price level. ... . 3
License grant — what Registered Affiliates are licensed to run.

How to know what Product Use Rights apply. 4
How to order Product Licenses. ......... ...5

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

8. Transferring and reassigning Licenses... .. 6

9. Term and termination... 7

10. How to renew an Order. . 8

11. Restrictions on use... .. 9

12. Confidentiality. ..... 9

13. Warranties... 10

14. Defense of infringement, misappropriation, and third party claims. ..11

15. Limitation of liability... ..12

16. Verifying compliance. 13

17. Non-Microsoft Software or Technology. 14

18. Miscellaneous... 14
This Microsoft Select Plus Agreement is entered into between the entities identified on the signature form.

Effective date. The effective date of this agreement is the effective date of the first Affiliate Registration Form or the date Microsoft accepts this agreement, whichever is earlier.

This agreement consists of (1) the terms and conditions of this agreement and all attachments identified therein, (2) the Product List, (3) the Product Use Rights applicable to Products licensed under this agreement, (4) any Affiliate registration entered into under this agreement, and (5) any Order submitted under this agreement.

The parties agree to be bound by the terms of this agreement.

Terms and Conditions

1. Definitions.

In this agreement the following definitions apply:
"Affiliate" means
a. with regard to Customer
i) any government agency, department, office, instrumentality, division, unit or other entity of the state or local government that is supervised by or is part of Customer, or which supervises Customer or of which Customer is a part, or which is under common ii) any county, borough, commonwealth, city, municipality, town, township, special purpos 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
SelectPlus2012AgrGov(US)SLG(ENG)(Oct2012) Page 1 of 16
Document X20-04874
(ili) any other entity in Customer's state expressly authorized by the laws of Customer's state to purchase under state contracts; provided that a state and its Affiliates shall not, for purposes of this definition, be considered to be Affiliates of the federal government and its Affiliates; and
b. with regard to Microsoft, any legal entity that Microsoft owns, that owns Microsoft, or that is under common ownership with Microsoft
"available" means, with respect to a Product, that Microsoft has made Licenses for that Product available for ordering under a particular licensing program;
"Commercial Product" means any Product Microsoft makes available for license for a fee; "Contractor" means any third party supplier or other provider of computer technology or related services. "Customer" means the entity that has entered into this agreement and its Affiliates; "Customer Data" means all data, including all text, sound, software, or image files that are provided to Microsoft by, or on behalf of, Customer through Customer's use of the Online Services. "Fixes" means Product fixes, modifications or enhancements or their derivatives that Microsoft releases generally (such as Commercial Product service packs);
"License" means Registered Affiliate's right to use the quantity of a Product ordered. For certain Products, a License may be available on a subscription basis ("Subscription License"). Licenses for Online Services will be considered Subscription Licenses under this agreement; 'L&SA" means a License and Software Assurance for any Product ordered; 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.
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 /evel.

Establishing price levels. Each Product offering is assigned a point value on the Product List and is assigned to a Product pool. . The Customer's price level for a pool applies to purchases made by all Registered Affiliates under this agreement. Throughout the term of this agreement, the Customer's price level for each Product and its associated Pool (Applications, Systems and Servers) will be level "D." Customer does not need to acquire Products in all pools. The price Microsoft will invoice Reseller will be based on Customer's price level for the pool of the Product ordered. Throughout this agreement the term "price" refers to reference price.

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

Registered Affiliates have the rights below once their registration is accepted by Microsoft. These rights apply to the Licenses obtained under this agreement and are not related to any order of, or fulfillment of, software media.

The ability to run current or later versions of a Product licensed under this agreement could be affected by minimum system requirements or other factors (e.g., hardware or other software). a. General. At any time after their registration has been accepted by Microsoft, a Registered Affiliate may run for its own benefit as many copies as it chooses, of any available Products it chooses, provided that it submits Orders for all copies in the month in which those copies are 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.

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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 expired or been renewed or
2) the Registered Affiliate is otherwise eligible for perpetual Licenses as provided in this agreement.

Thereafter, the Registered Affiliate will have perpetual Licenses to run the Products ordered in the latest versions available as of the date of expiration, renewal, or termination (or any prior version) for the number of copies ordered or renewed. (iii) Subscription Licenses. Subscription Licenses are not perpetual under any circumstances.
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 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 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 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 (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)(Oct2012) Page 4 of 16
Document X20-04874
date, the Product Use Rights for the version licensed, not the version being run, will apply. However, if the earlier version includes components that are not part of the licensed version, any Product Use Rights specific to those components will apply to the Registered Affiliate's use of those components.
b. Reservation of rights. All rights not expressly granted are reserved by Microsoft. In lieu of Customer's obligation to indemnify Microsoft under various provisions of the Product Use Rights, Customer will be responsible for any cost or damages arising from any claim to which Customer's indemnity obligation would otherwise apply.

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 authorize Reseller. The price and payment terms for all Orders will be determined by agreement etween Registered Affiliate and its Reseller. When placing orders, a Registered Affiliate nust 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:

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 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. (iii) A Registered Affiliate may also order Software Assurance in any other circumstances expressly permitted in the Product List.
(iv) A Registered Affiliate may renew Software Assurance ordered under this Agreement at the time it renews its Order as described in the section titled "How to renew an Order." c. How to confirm Orders. Information about Orders, including an electronic confirmation of each Order, will be provided in a password-protected site on the World Wide Web at https://www.microsoft.com/licensing/servicecenter/ or a successor site that will be identified.

Upon Microsoft's acceptance of this agreement, Registered Affiliate's contact identified for this purpose will be provided access to this site.
• 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
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. 1 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.

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.

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 (i) The Product, language, version and components of the copies made must be identical to the Product, language, version and all components of the copies they replace and the number of copies or instances of the re-imaged Product permitted remains the same. (iii) Except for copies of an operating system and copies of Products licensed under another Microsoft program, the Product type (e.g., upgrade or full License) must be identical to the Product type from the separate source.
(iv) Any Product-specific requirements for re-imaging identified in the Product List. (v) Re-images made under this subsection remain subject to the terms and use rights provided with the License from the separate source. This subsection does not create or extend any warranty or support obligation.

8. Transferring and reassigning Licenses.
a. License transfers. License transfers are not permitted, except that Customer may transfer fully-paid perpetual licenses to:

Transferring Licenses to third parties. You may transfer fully-paid perpetual Licenses:
(i) if you are an agency of a state or local government to: (a) any other government agency, department, instrumentality, division, unit or other office of your state or local government that is supervised by or is part of you, or which supervises you or of which you are a part. or which is under common supervision with you; (ii) any county, borough, commonwealth, city, municipality, town, township, special purpose district, or other similar type of governmental instrumentality established by the laws of your state and located within SelectPlus2012AgrGov(US)SLG(ENG)(Oct2012) 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, which can be obtained from http://www.microsoft.com/licensing/contracts and send the completed form to Microsoft before the license transfer. No License transfer will be valid unless Customer provides to the transferee, and the transferee accepts in writing, the applicable Product Use Rights, use restrictions, limitations of liability (including exclusions and warranty provisions), and the transfer restrictions described in this section. Any license transfer not made in compliance with this section will be void. b. Internal Reassignment of Licenses and Software Assurance. (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 (ii) For desktop operating systems. The Registered Affiliate may not reassign desktop operating system upgrade Licenses from one computer to another. The Registered Affiliate may internally reassign Software Assurance coverage on desktop operating systems upgrades from the original computer to a replacement computer internally, as long as (1) the replacement computer is licensed to run the latest version of that operating system, and (2) the Registered Affiliate removes any desktop operating system upgrades from the original computer.

9. Term and termination.
a. Term. This agreement will remain in effect unless it is terminated by either party as described below.
b. Termination without cause. Either party may terminate this agreement without cause upon 60 days written notice. Such termination will merely terminate either party's and its Registered Affiliates' ability to place Orders under this agreement. Such termination will not affect any Orders not otherwise terminated, and any terms of this agreement applicable to any Orders not otherwise terminated will continue in effect with respect to that Order. c. Mid-term termination for non-appropriation of Funds. Enrolled Affiliate may terminate this agreement or an Enrollment without liability, penalty or further obligation to make payments if funds to make payments under the agreement or Enrollment are not appropriated or allocated by the Enrolled Affiliate for such purpose. d. Termination for breach. Either party to an Order may terminate it if the other party materially breaches its obligations under this agreement, including any obligation to pay amounts owed. Except where the breach is by its nature not curable within 30 days, the terminating party must give the other party 30 days' notice and opportunity to cure. If Microsoft gives such notice to a Registered Affiliate, Microsoft will give Customer a copy of that notice as well and Customer agrees to assist in attempting to resolve the problem. If the problem also affects other Affiliate registrations and cannot be resolved between Customer and Microsoft within a reasonable period of time, Microsoft may also terminate 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.

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:"
all copies of all Products for which payment has been made in full (including the latest version of Products under Software Assurance coverage), and the number of copies of Products it has ordered (including the latest version of Software Assurance) for which payment has 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.

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 Enroliment form.

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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.

Nem, to any wid parly see chan anite or agents, or d susand or prospeciese at led 10 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; (i) was lawfully known to the receiver of the information without an obligation to keep it confidential;
(iii) is received from another source who can disclose it lawfully and without an obligation to keep it confidential;
(iv) is independently developed; or
(v) is a comment or suggestion one party volunteers about the other's business, products or services.
c. Treatment of Confidential Information.
(i) In general. Subject to the other terms of this agreement, each party agrees:
1) it will not disclose the other's Confidential Information to third parties; and 2) it will use and disclose the other's Confidential Information only for purposes of the parties' business relationship with each other.

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Document X20-04874
(ii) 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.

Neither party is required to restrict work assignments of Representatives who have had access to Confidential Information. Neither party can control the incoming information the other will disclose to it in the course of working together, or what that party's Representatives will remember, even without notes or other aids. Each party agrees that use of information in Representatives' unaided memories in the development or deployment of the parties' respective products or services does not create liability under this agreement or trade secret law, and each party agrees to limit what it discloses to the other accordingly.
(iv) Disclosing Confidential Information if required to by law. Each party may disclose the other's Confidential Information if required to comply with a court order or other government demand that has the force of law. Before doing so, each party must seek the highest level of protection available and, when possible, give the other enough prior notice to provide a reasonable chance to seek a protective order. d. Length of Confidential Information obligations. Except as permitted above, neither party will use or disclose the other's Confidential Information for five years after it is received. The five-year time period does not apply if applicable law requires a longer period or the Product Use Rights provide a more specific requirement.

13. Warranties.
a. Limited warranty. Microsoft warrants that:
(i) Online Services will perform in accordance with the applicable Service Level Agreement; (ii) Products other than Online Services will perform substantially as described in the applicable Microsoft user documentation; and
b. Limited warranty term. The limited warranty for:
(i) Online Services is for the duration of Customer's use of the Online Service, subject to the notice requirements in the applicable Service Level Agreement; SelectPlus2012AgrGov(US)SLG(ENG/(Oct2012) Page 10 of 16 Document X20-04874
(ii) Products other than Online Services is one year from the date Customer first uses the Product; and
c. Limited warranty exclusions. This limited warranty is subject to the following limitations:
(i) any implied warranties, guarantees or conditions not able to be disclaimed as a matter of law last for one year from the start of the limited warranty:
(ii) the limited warranty does not cover problems caused by accident, abuse or use in a manner inconsistent with this agreement or the Product Use Rights, or resulting from events beyond Microsoft's reasonable control;
(iii) the limited warranty does not apply to components of Products that Customer is permitted to redistribute:
(iv) the limited warranty does not apply to free, trial, pre-release, or beta products; and (v) the limited warranty does not apply to problems caused by the failure to meet minimum system requirements.
d. Remedies for breach of limited warranty. If Microsoft fails to meet any of the above limited warranties and Customer notifies Microsoft within the warranty term, then Microsoft will:
(i) for Online Services, provide the remedies identified in the Service Level Agreement for the affected Online Service;
(ii) for Products other than Online Services, at its option either (1) return the price paid or (2) repair or replace the Product; and
These are Customer's only remedies for breach of the limited warranty, unless other remedies are required to be provided under applicable law. e. DISCLAIMER OF OTHER WARRANTIES. OTHER THAN THIS LIMITED WARRANTY,

MICROSOFT PROVIDES NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS. MICROSOFT DISCLAIMS ANY IMPLIED REPRESENTATIONS,

WARRANTIES, OR CONDITIONS, INCLUDING WARRANTIES OF MERCHANTABILITY,

FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE, OR NON- INFRINGEMENT. THESE DISCLAIMERS WILL APPLY UNLESS APPLICABLE LAW DOES NOT PERMIT THEM.

14. Defense of infringement, misappropriation, and third party claims. a. Microsoft's agreement to protect. Microsoft will defend Enrolled Affiliate against any claims made by an unaffiliated third party that any Product or Fix that is made available by Microsoft for a fee infringes that party's patent, copyright, or trademark or makes unlawful use of its Trade Secret. Microsoft will also pay the amount of any resulting adverse final judgment (or settlement to which Microsoft consents). This section provides Enrolled Affiliate's exclusive remedy for these claims.
b. Limitations on defense obligation. Microsoft's obligations will not apply to the extent that the claim or award is based on:
(i) Customer Data, non-Microsoft software, modifications Enrolled Affiliate makes to, or any specifications or materials Enrolled Affiliate provides or makes available for, a Product or (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.

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 (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 discontinue use of the prior version, which Enrolled Affiliate must do immediately. If the foregoing options are not commercially reasonable for Microsoft, or if required by a valid judicial or government order, Microsoft may terminate Enrolled Affiliate's license or access rights in the Product or Fix. In such a case, Microsoft will provide Enrolled Affiliate with notice and refund any amounts Enrolled Affiliate has paid for those rights to the Product or Fix (or for Online Services, any amount Enrolled Affiliate has paid in advance for unused Online Services).
(ii) Customer Data or use of non-Microsoft software with Online Services. If an unaffiliated third party asserts that Customer Data or non-Microsoft software or 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 subiect 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" and "negligence, "gross negligence" as used in this subsection shall mean "recklessness"):
(iii) liabilities arising out of any breach by either party of its obligations under the section entitled "Confidentiality", except that Microsoft's liability arising out of or in relation to Customer Data shall in all cases be limited to the amount Customer paid for the Online Service giving rise to that liability during the prior 12 months; (iv) liability for personal injury or death caused by either party's negligence, or that of its employees or agents, or for fraudulent misrepresentation; and (v) violation by either party of the other party's intellectual property rights. b. EXCLUSION OF CERTAIN DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE

LAW, WHATEVER THE LEGAL BASIS FOR THE CLAIM, NEITHER PARTY, NOR ANY OF

ITS AFFILIATES, OR CONTRACTORS, WILL BE LIABLE FOR ANY INDIRECT,

CONSEQUENTIAL, SPECIAL, OR INCIDENTAL DAMAGES, OR DAMAGES FOR LOST

PROFITS, REVENUES, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS

INFORMATION ARISING IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED

OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. HOWEVER, THIS EXCLUSION DOES NOT APPLY TO

EITHER PARTY'S LIABILITY TO THE OTHER FOR VIOLATION OF ITS

CONFIDENTIALITY OBLIGATIONS (EXCEPT TO THE EXTENT THAT SUCH VIOLATION

RELATES TO CUSTOMER DATA), THE OTHER PARTY'S INTELLECTUAL PROPERTY

RIGHTS, OR THE PARTIES' RESPECTIVE OBLIGATIONS IN THE SECTION TITLED "DEFENSE OF INFRINGEMENT, MISAPPROPRIATION, AND THIRD PARTY CLAIMS." c. Affiliates and Contractors. Neither Microsoft nor Customer shall bring any action against the other's Affiliates or Contractors in respect of any matter disclaimed on their behalf in this agreement. Each party will indemnify the other in the event of any breach of this provision.

16. Verifying compliance.
a. Right to verify compliance. Customer must keep records relating to the Products it and its Affiliates use or distribute. Microsoft has the right, to the extent permitted by applicable law, to verify compliance with the license terms for the Products, at Microsoft's expense. b. Verification process and limitations. Microsoft will provide customer at least 30 days' suns hate an a man at on mare mean at
operations. Customer must promptly provide the independent auditor with any information it reasonably requests in furtherance of the verification, including access to systems running the Products and evidence of licenses for Products Customer hosts, sublicenses, or distributes to third parties. As an alternative, Microsoft may require Customer to complete Microsoft's self-audit process relating to the Products Customer and any of its Affiliates use or distribute. Such information will be used solely for purposes of determining compliance. c. Remedies for non-compliance. If verification or self-audit reveals any unlicensed use, Customer must within 30 days order sufficient licenses to cover its use. If there is no SelectPlus2012AgrGov(US)SLG(ENG)(Oct2012) Page 13 of 16 Document X20-04874
unlicensed use, Microsoft will not undertake another verification of the same Customer for at least one year. By exercising the rights and procedures described above, Microsoft does not waive its rights to enforce this agreement or to protect its intellectual property by any other means permitted by law.

17. Non-Microsoft Software or Technology.
a. Registered Affiliate is solely responsible for any non-Microsoft software or technology that it installs or uses with the Products or Fixes. Microsoft is not a party to and is not bound by any terms governing Enrolls use of non-Microsoft software or technology. Without limiting the foregoing, non-Microsoft software or scripts linked to or referenced from any Product website, are licensed to Registered Affiliate under the open source licenses used by the third parties that own such code, not by Microsoft.
b. If Registered Affiliate installs or uses any non-Microsoft software or technology with the Products or Fixes, it directs and controls the installation in and use of such software or technology in the Products or Fixes, through its actions (e.g., through Registered Affiliate's use of application programming interfaces and other technical means that are part of the Online Services). Microsoft will not run or make any copies of such non-Microsoft software or technology outside of its relationship with Registered Affiliate. c. If Registered Affiliate installs or uses any non-Microsoft software or technology with the Products 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 d. Severability. If a court holds any provision of this agreement to be illegal, invalid or d. Severable, the rest holes 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. 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 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.

Survival. Provisions regarding ownership and License rights, fees, Product use rights, restrictions on use, evidence of perpetual Licenses, transfer of Licenses, warranties, defense of infringement and misappropriation claims, limitations of liability, confidentiality, compliance verification, open source license restrictions, obligations on termination or expiration and the other provisions in this section entitled "Miscellaneous" will survive termination or expiration of this agreement and of any agreement in which they are incorporated. j. No transfer of ownership. Microsoft does not transfer any ownership rights in any licensed Product. Microsoft reserves all rights not specifically granted. The Products are protected by copyright and other intellectual property rights laws and international treaties. k. Free Products. It is Microsoft's intent that the terms of this agreement and the Product Use Rights be in compliance with all applicable federal law and regulations. Any free Product provided to Registered Affiliate is for the sole use and benefit of the Registered Affiliate, and is not provided for use by or personal benefit of any specific government employee.

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 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 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
Humber
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
• Microsoft Volume Licensing
Program Signature Form
MBA/MBSA number Proposal ID
agreement number 7756479
Nurbo be in cate hare, o ated below as weciated with the documents balow. Microst raquires the associated active 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, Custorer and the Microsoft Affiliate agree that both parties (1) have received, read and nderstand the above contract documents, including any websites or documents incorporated b eference and any amendments and (2) agree to be bound by the terms of all such documents Customer
Name of Entry me of repenty any cany reste
Signature*.

Printed First and Last Nate* Ines Mark
Printed Title* Procurement Contract Specialist
Signature Date® 07/17/2013
Tax ID 95-6000930
* indicates required field
ProgramSignForm(MSSign)(NA,L atAm)ExBRA, ML I(ENG)(Oct2012) Page 1 of 3 Microsoft Affiliate
Microsoft Licensing, GP
Signature Any Date Microsoft
Printed First and Last Name Microsoft Licensing, GP
Printed Title
JUL 23 2013
Signature Date
(date Microsoft Affiliate countersigns) Anthony Dulaney Duty Authorized on behatt of
Effective Date Microsoft Licensing, GP
(may be ent an Micro's signature date) 7/1/2013
Optlonal 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.

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
lept. 551, Volume Licensing
100 Neil Road, Suite 210
Reno, Nevada 89511-1137
USA
ProgramSignFom(MSSign)(NA,LatAm)ExBRA,MLI(ENG)(Oxt2012) Page 2 of 3 Prepared By: Name of Preparer
Email of Preparer
ProgramSignForm(MSSign)(NA, LatAm)ExBRA,MLI(ENG)(Oc12012) Page 3 of 3 = aá™-
Mir area Volume licensing
Program Signature Form
MA/MBSA number RIVCO-8084445-M-
AMD2
Agreement number 8084445
Note: Enter the applicable active numbers associated with the documents below. Microsoft requires the associated active number be indicated here, or listed below as new. or the purposes of this form, "Customer" can mean the signing entily, Enrolled Afillat overnment Partner, Institulion, or other party entering into a volume licensing program agreemen 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 identifled 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>
‹Choose 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 received, 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
Name of Entity (must be legat entity name)* County of Riverside Signaturo Inhetto
Printed First and Last Name* RICHARD R. HAI
Printed Title SR. PROCUREMENT CONTRACT SPECIALIST
SUSANNA N. OH Signature Date 01/30 / 2020
FORM APPROVED Tax ID
• Indicates required field
ProgramSignForm(MSSign)(NA,LatAm)ExBRA(ENG)(Oc12019) Page 1 of locument X20-1284
Microsoft Affiliate
Microsoft Corporation\.

Signature
Printed First and Last Name
Microsoft Carporation
Printed Title
So acros Atlate counterdians) JAN 2:9 2020
Shirley Snyder
Agreement Effective Date Duly Authorized on behalf o
(may be different than Microsof's signatule date Microsoft Corporatior Optional 2nd Customer signature or Outsourcer signature (If applicable) Customer
Name of Entity (must be legal entity name)*
Signature*
Printed First and Laet Name*
Printed Title
Signature Date*
* indicates required fleld
Outsourcer
Name of Entity (must be legal entity name*
Signature*
Printed First and Last Name*
Printed Title
Signature Date*
* Indicates required lied
If Customer requires additional conlacts or is reporting mulliple provious Enrollments, include the appropriate forms) with this signature form.

Microsoft Corporation
Dept. 551, Volume Licensing
6100 Neil Road, Suite 210
Reno, Nevada 89511-1137
USA
ProgramSignForm(MSSign)(NA, LalAm)ExBRA(ENG/@c12019) Page 2 of ocument X20-1284
Mir irranti Volume Licensing
Amendment to Contract Documents
Agreement Number RIVCO-8084445-M-
8084445
AMD2
Microsoft Services Amendment to the Enterprise Enrollment Federal, State and Local Government & Public Educational Institutions Enrolled Affiliate Is ordering Professional Services described in the attached Statement of Services (SOS) in connection with the Products licensed by Enrolled Affiliate under the Enrollment. The parties agree that the Enrollment Is amended lo add the following terms that shall apply to the services described in the SOS.

Terms and Conditions

1. Definitions. All terms defined in the Agreement and the Enrollment shall apply to this Amendment unless otherwise stated. Additional terms are defined as follows:
"Customer" means the legal entity that has entered into the Agreement; Customer Data" m
"day" means a calendar day, except references that specily "business day*:
"Microsoft" means the Microsoft Affliate that has entered into the Agreement and its Affiliates, as appropriate;
"Pre-Existing Work" means any computer code or materials developed or otherwise obtained independently of the efforts of a party under a Statement of Services; "Professional Services" means all Product support services and Microsoft consulting services or advice provided to Customer under this Amendment. "Professional Services" does not Include Online Services;
Service Deliverables" means any computer code or materials, othar than Products or Fixes, that Micross aves with Customer at the conclusion of Microsoft's performance of the Professional Service "Statement of Services" means any work orders, services descriptions, or other description of Professional Services that Incorporates this Amendment;
AmendmentApp v4.0 CTM-FWX-CTC-AGR BD

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

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

Customer or any of Customer's Affiliates may enter into Statements of Services under this Amendment with Microsoft's local Affiliates. Microsoft's ability lo deliver the Professionat Services depends upon Customer's full and timely cooperalion, as well as the accuracy and completeness of any information Customer provides.

This Agreement does not obligate either party or its Affiliates to enter into any Statements of Services.

3. Use, ownership, rights and restrictions.
a. Products. Unless otherwise specified in the Enrollment, use of any Product is governed by the Use Rights specifio to each Product and version and by the terms of the applicable license agreement. b. Fixes and Services Deliverablos.

1. Fixes, Each Fix is licensed under ths same terms as the Product to which It apples. If the Fix is not provided for a specific Product, any use lerms Microsoft provides with the Fix will II. Pre-Existing Work. All rights in Pre-Existing Work will remain the sole properly of the part providing the Pre-Existing Work. Each party may use, reproduce and modify the othe parly's Pre-Existing Work only as needed to perform obligations related to Professional Ili. Services Deliverables. Upon payment in full, Microsoft grants Customer a non-exclusive non-transferable, perpetual license to reproduce, use and modify the Services Deliverables solely for Customer's internal business purposes, subject to the lerms and conditions in this Amendment.
v. Aftiliates' rights. Customer may only sublicense its rights in Services Deliverables anc Sample Code granted hereunder to its Affiliates, but Customer's Affillates may no sublicense these rights. Customer is responsible for ensuring its Affiliates' compliance with this Amendment.
• Sample Code. Upon payment in full, Microsoft grants Customer a non-exclusive, perpetual, nor ransierable license to use and modify any Software code provided by Microsoft for the purposes Code for Customers (teal bud tes purposes only and not tany unar iated tid pary Sample Restrictions on use. Customer must not (end is not licensed to) (1) reverse engineer, de-complle or disassemble any Product, Fix or Service Deliverable; (2) install or use non-Microsoft software or AmendmenlApp v4.0 CTM-FWK-CTC-AGR BD

1. Syrepren, a Separate s Sement of Service is arable the here sealensat Statement of or under the terms
hitp://supporl.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 reasonabl erson should undersland is confidential, and the terms of this Amendment. It includes, but is not limited to non-public information regarding either party's products, features, marketing and promotions, and the Confidential Information does not include information that (a) becomes publicly available without a breach of this Amendment, (b) the receiving party recelved lawfully from another source without a confidentiality obligalion, (c) is Independently developed, or (d) is a comment or suggestion volunteered about the other party's business, products or services.

Each parly will take reasonable steps to protect the olher's Confidential Information and will use the other parly's Confidential Information only for purposes of the parties' business relationship. Neither party will disclose that Confidential Information (o third parties, except to its employees, Afiliates, contractors, advisors, and consultants (collectively "Representatives") and then only on a need-to-know basis, under non-disclosure obligations at least as protective as this Agreement. Each parly remains responsible for the use of the Conlidential Information by ils Representatives and, in the event of discovery of any unauthorized use or disclosure, must promplly notify the other party.

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

Neither party 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 parties' respective products or services does not create liability under this Amendment or Trade Secrel law, and each parly agrees to limit what it discloses to the olher accordingly.

These obllgations apply for a period of five years after the confidential information is received.

5. Compliance with applicable laws, privacy and security. a. Customer consents to the processing of personal information by Microsoft and its agents to facilitate the subject matter of this Amendment. Customer will obtain all required consents from third parlies (including Customer's contacts, resellers, distributors, administrators, employees) under applicable privacy and data protection law before providing personal information to Microsoft. b. Personal information collecied through Professional Services (i) may be transferred, stored and Area and Switzerland.
• Wursticion. Customer stomply, Fit al apables alteralan natal are a gon ns use and desistan resticians by u.s, and alter governments refled to icond produce., services, and technologies.

6. Warrantles.

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

a. Limited warranties and remedles - Professiona/ Services. Microsoft werrants that It will perform Professional Services with professional care and skill. If Microsoft fails to do so, and Customer notifies Microsoft within 90 days of the date the Professional Services were performed, then Microsoft will, at its discretion, either re-perform the Professional Services or return the price paid for them, These remedies are Customer's sole remedies for breach of warrantles in this section Customer waives any breach of warranty claims not mede during the warrenty period. b. Exclusions. The warranties in this section do not cover problems caused by accident, abuse or use in a menner inconsistent with this Amendment, including failure to meet minimum system requirements. These warranties do not apply to free, trial, pre-release or beta Products or to components of Products that Customer is permitled to redistribute. DISCLAIMER. Except for the limited warranties above, Microsoft provides no other warrantlos 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. Defense of third-party claims.

To the exlent not prohibited by applicable law, the parties will defend each other against the third-parly claims described in this section and will pay the amount of any resulting adverse final judgment or approved settlement, but only if the defending party is promptly notified in writing of the claim and has the right to control the defense and any settlement of it (subject to (subject to 28 U.S.G. § 516 is Customer is a Federal Government agency). The party being deferded must provide the defending parly 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 essistance. This section describes the parties' sole remedies and entire liability for such claims.
a. By Microsoft. Microsoft will defend Customer against any third-party claim to the extent it alleges that any Fix or Services Delivereble made available by Microsoft for a fee and used within the scope of Section 3 of this Amendment (unmodified from the form provided by Microsoft and not combined with anything else misappropriates a trade secret or directly infringes a patent, copyright, or trademark or other proprietery right of a third party. If Microsoft is unable to resolve a claim of infringement under commercially reasonable terms, it may, at ils option, either (1) modify or replace the Fix or Services Deliverable with e functional equivalent; or (2) terminate Customer's license and refund any fees paid for such Fix(es) end Services Deliverable(s). Microsoft will not be liable for any ciaims or demages due to Customer's continued use of a Product, Fix or Services Deliverable after being notified to stop due to e third-party claim. b. By Customer. To the extent permitted by applicable lew, Customer will defend Microsoft against any third-party claim to the extent it alleges that Customer's use of any Fix or Services Deliverable alone or in combination with anything else, violates the law or damages a third party. c. Notwithstanding the foregoing, Microsoft's rights set forth in this section (and the rights of the third party claiming Infringement) shalt be governed by the provisions of 28 U.S.C. § 1498, if Customer is a Federal Government agency.

8. Limitations of lability.

Each parly's maximum, aggregate llabilily to the olher is limited to direct damages finally awarded in an amount not to exceed the amounts Customer was required to pay for the applicable Statement of Services, subject to the following.
a. Free Professional Services and Distributable Code. For Professional Services provided free of charge and code that Customer is authorized to redistribute to third parties without a separate payment lo Microsoft, Microsoft's liability is limited to direct damages finally awarded up to US$5000.
b. Exclusions. In no event will either party be liable for any indirect, Incldental, special, unitive, or consequential damages, or for loss of use, loss of business information, loss of revenue, or interruptlon of business, however caused or on any theory of liabllity. c. Exceptions. No limitation or exclusions will apply to liability arising oul of either party's (1) confidentiality obligations (except for all liabllity related to Customer Data, which will remain subject AmendmenlApp v4.0 CTM-FWK-CTC-AGR BD

to the limilations and exclusions above); (2) defense obligations; or (3) violation of the olher party's intellectual property rights.

9. Term and termination. This Amendment will remain in effect until lesminated.

Either party may terminate this Amendment al any time without cause by giving the other party at least 60 calendar days prior writlen notice. Terminating this Amendment will not affect any existing Statements of Services but will terminate the abilily of the parties to enter into subsequent Statements of Services.

Customer may terminate a Statement of Services upon 30 days' notice. Either party to the Statement of Services may terminate it if the other party is in material breach or default of any obligation that is not cured within 30 calendar days' notice of such breach. Microsoft may terminate a Statement of Services if Customer fails to pay any invoice that is more than 80 days outstanding. Customer agrees to pay all fees for Professional Services performed and expenses incurred prior to termination and any additional amounts that may be specified in a Stalement of Services. Upon Microsoft's receipt of payment for the Professional Services, Customer's interests in the Services Deliverables will vest.

10. Miscellaneous.
a. Notices. Notices must be sent to the address on the signature page of this Amendment or on an applicable Stalement of Services. All notices, aulhorizations, and requests given or made in connection with this Amendment must be in writing and will be trealed as delivered on the dale shown on the return receipt or on the courler or fax confinnation of delivery. Microsoft may provide information to Customer about upcoming ordering deadlines, services and subscription informatior n electronle form, including by email to contacts provided by the Customer. Emails will be treated as delivered on the transmission date.
b. Applicable law; dispute resolution. This Amendment together with the applicable Statement of Services will be governed by the laws set forth in the Agreement. c. Severabllity. If any provision of this Amendment is held to be unenforceable, the balance of the Amendment will remain in full force and effect.
d. Waiver. Failure to enforce any provision of this Amendment will not conslitute a waiver. Any waiver must be made in writing and signed by an authorized representative of the waiving party. e. Survival. All provisions survive termination or expiration of this Amendmont, except those requiring performance only during the term of a Statement of Services.

Microsoft as independent contractor. The parties are independent contractors, Customer and Microsoft each may develop products independently without using the other's Confidential Information.
g. Use of contractors. Microsoft may use contractors to perform Professional Services but will be responsible for thelr performance subject to the terms of this Amendment. -
coverage on request.
, Amendments. Any modification to this Amendment must be executed by both parties, except tha Microsoft may change the Product Terms and Use Rights in accordance with the terms of th Agree re expressly reited ad i co apers and condions contained in Customer's purchase No transfer of ownership. Microsoft does not transfer ownership rights in any Product. T oducts are protected by copyright and other intellectual property rights, laws and internation AmendmentApp v4.0 CTM-FWK-CTC-AGR BD

r. Professiona/ Services payment terms. Customer agrees to pay all fees in a Statement of Service:
within 30 days of the date of Microsoft's invoice unless the Statement of Services provides otherwise make timely peyment.
taxes and for all other taxes that it is legally obligated to pay, including any taxes that arise on the distribution of provision of Professional Services by Customer to its Affiliates. Microsoft shall be esponsible for payment of all taxes based upon its net income, gross receipts taxes imposed in liet f taxes on income or profils, or taxes on Microsoft's properly ownershir If any taxes are required to be withheld on payments made to Microsoft, Customer may deduct such taxes from the amount owed and pay them to the appropriate taxing authority; provided however that Customer shall promptly secure and deliver an official receipt for those withholdings and other dosure that any lakes witnes are milize to deedent possible under apicab lansome will m. No third-parly beneficiarles. This Amendment does not create and third-parly beneficiary rights.

Except for changes made by this Amendment, the Enrollment or Agreement identified above remains unchanged and in full force and effect. If there is any conflict between any provision in this Amendmen and any provision in the Enrollment or Agreement identified above, this Amendment shall contro This Amendment must be attached to a signature form to be valid.

Microsoft internal Use Only:
_Consulling Services Amendment for EA CTM CTM-FWK-CTC-AGR BD Attach.docx
AmendmentApp v4.0 CTM-FWK-CTC-AGR BD

AGREEMENT # ITARC-00932

LICENSED SUPPORT PROVIDER (LSP)
AGREEMENT No. ITARC-00932
For

MICROSOFT PRODUCTS AND SERVICES
UNDER MICROSOFT EA NO. 8084445

BETWEEN

COUNTY OF RIVERSIDE
And

ZONES, LLC
This Agreement is entered between the COUNTY OF RIVERSIDE, a political subdivision of the State of California, (herein referred to as "COUNTY"), and Zones, LLC, a Washington Limited Liability Company 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:

All Terms and Conditions of this Agreement No. ITARC-00932 shall govern purchase of Microsoft products and services under Microsoft EA no. 8084445 by County through the LSP.

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.

Compensation
The COUNTY shall pay the LSP for products at the cost as stated in Exhibit A, incurred in accordance with the terms of this Agreement. The COUNTY is not responsible for any fees or costs incurred above or beyond the contracted amount and shall have no obligation to purchase any specified amount of services or products.

Non-Appropriations: The COUNTY obligation for payment of this Agreement beyond the current fiscal year end is contingent upon and limited by the availability of COUNTY funding from which payment can be made, and invoices shall be rendered "monthly" in arrears. In the State of Califoria.

Government agencies are not allowed to pay excess interest and late charges, per Govemment 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
SEP 1 I 2624 3.22
AGREEMENT # ITARC-00932
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:

4.1 LSP shall indemnify and hold harmless the County of Riverside, its Agencies, Districts, Special Districts and Departments, their respective directors, officers, Board of Supervisors. elected and appointed officials, employees, agents and representatives (individually and collectively hereinafter referred to as Indemnitees) from any liability, action, claim or damage whatsoever, based or asserted upon any services, or acts or omissions, of LSP, its officers. employees, subcontractor, agents or representatives arising out of or in any way relating to this Agreement, including but not limited to property damage, bodily injury, or death or any other element of any kind or nature. LSP shall defend the Indemnitees at its sole expense including all costs and fees (including, but not limited, to attorney fees, cost of investigation, defense and settlements or awards) in any claim or action based upon such acts, omissions or services.

4.2 With respect to any action or claim subject to indemnification herein by LSP. LSP shall, at their sole cost. have the right to use counsel of their own choice and shall have the right to adjust. settle, or compromise any such action or claim without the prior consent of County; provided, however, that any such adjustment. settlement or compromise in no manner whatsoever limits or circumscribes LSP indemnification to Indemnitees as set forth herein.

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

5. Termination:

5.1 County may terminate this Agreement without cause upon thirty (30) days written notice served upon the LSP stating the extent and effective date of termination.

5.2 County may, upon five (5) days written notice terminate this Agreement for LSP default, if LSP refuses or fails to comply with the terms of this Agreement or fails to make progress that may endanger performance and does not immediately cure such failure. In the event of such termination, the County may proceed with the work in any manner deemed proper by County.

5.3 LSP rights under this Agreement shall terminate (except for fees accrued prior to the date of termination) upon dishonesty or a willful or material breach of this Agreement by LSP: or in the event of LSP unwillingness or inability for any reason whatsoever to perform the terms of this Agreement.

6. Alteration or Changes to the Agreement
The Board of Supervisors and the County Purchasing Agent and/or his designee is the only authorized County representatives who inay 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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AGREEMENT # ITARC-00932
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 Zones, LLC
Attn: Procurement Contract Specialist Attn: Imran Yunus 3450 14'h Street 13915 Cerritos Corporate Drive, Suite A Riverside. CA 92501 Cerritos, CA 90703
[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 LSP has employees as defined by the State of California, the LSP shall maintain statutory Workers" Compensation Insurance (Coverage A) as prescribed by the laws of the State of Califomia. 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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AGREEMENT # ITARC-00932
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 the work hereunder by the LSP, its agents, representatives, or employees. LSP shall procure and maintain for the duration of the contract insurance claims arising out of their services and including. but not limited to loss, damage, theft or other misuse of data, infringement of intellectual property, invasion of privacy and breach of data.

Cyber Liability Insurance, with limits not less than $2,000,000 per occurrence or claim, $2.000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by LSP in this agreement and shall include, but not limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations.

If the LSP maintains broader coverage and/or higher limits than the minimums shown above, the County requires and shall be entitled to the broader coverage and/or higher limits maintained by the LSP. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the County. Policy shall name the COUNTY as Additional Insureds.

D. General Insurance Provisions - All lines:
1) Any insurance carrier providing insurance coverage hereunder shall be admitted to the State of California and have an A M BEST rating of not less than A: VIII (A:8) unless such requirements are waived. in writing. by the County Risk Manager. If the County's Risk Manager waives a requirement for a particular insurer such waiver is only valid for that specific insurer and only for one policy term.
2) The LSP must declare its insurance self-insured retention for each coverage required herein.

If any such self-insured retention exceeds $500,000 per occurrence each such retention shall have the prior written consent of the County Risk Manager before the commencement of operations under this Agreement. Upon notification of self-insured retention unacceptable to the COUNTY, and at the election of the Country's Risk Manager. LSP'S carriers shall either: 1) reduce or eliminate such self-insured retention as respects this Agreement with the COUNTY. or 2) procure a bond which guarantees payment of losses and related investigations, claims administration, and defense costs and expenses. 3) LSP shall cause LSP'S insurance carrier(s) to furnish the County of Riverside with either 1) a properly executed original Certificate(s) of Insurance and certified original copies of Endorscients 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 1:06-2021
AGREEMENT # ITARC-00932
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 be given to the County of Riverside prior to any material modification, cancellation, expiration or reduction in coverage of such insurance. If LSP insurance carrier(s) policies does not meet the minimum notice requirement found herein, LSP shall cause LSP's insurance carrier(s) to furnish a 30 day Notice of Cancellation Endorsement. 4) In the cvent 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) ycars; 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 requircients 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 amendinent signed by authorized representatives of both parties.
5 Revision [416:2021
AGREEMENT # ITARC-00932

9.2 This Agreement shall be governed by the laws of the State of California. Any legal action related to the performance or interpretation of this Agreement shall be filed only in the Superior Court of the State of California located in Riverside. California, and the parties waive any provision of law providing for a change of venue to another location. In the event any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way.

9.3 The following documents are attached to and incorporated into this Agreement:

Exhibit A: Scope and pricing.

Exhibit B: LSP Reporting of Active Enrollments.

Exhibit C: Microsoft LSP Participation Form.

Exhibit D: Microsoft EA Benefits for Government Agencies.

Exhibit E: Microsoft Enterprise Agreements and Amendments.

E1) Microsoft Enterprise Agreement No. 8084445.

E2) Microsoft Select Plus Agreement No. 7756479.

E3) Amendments No. 1- EA Custom Tenns CTM (Document No. CTM-CPT-OPT-FWK) E4) Amendments No. 2- EA Custom Terms (Document No. CTM-FWK-CTC-AGR).

9.4 In the event of any conflict or inconsistency between the terms and conditions of this Agreement and any terms or conditions set forth in any of the attachments, purchase order(s), or other document relating to the transactions contemplated by this Agreement, the terms and conditions set forth in this Agreement shall prevail.

9.5 This Agreement may be executed in any number of counterparts. each of which will be an original, but all of which together will constitute one instrument. Each party of this Agreement agrees to the use of electronic signatures, such as digital signatures that meet the requirements of the California Uniform Electronic Transactions Act (("CUETA") Cal. Civ. Code 8§ 1633.1 to 1633.17). for executing this Agreement. The parties further agree that the electronic signatures of the parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. Electronic signature means an electronic sound, symbol, or process attached to or logically associated with an electronic record and executed or adopted by a person with the intent to sign the electronic record pursuant to the CUETA as amended from time to time.

The CUETA authorizes use of an electronic signature for transactions and contracts among parties in California. including a government agency. Digital signature means an electronic identifier, created by computer, intended by the party using it to have the same force and effect as the use of a manual signature, and shall be reasonably relied upon by the parties. For purposes of this section. a digital signature is a type of "electronic signature" as defined in subdivision (i) of Section 1633.2 of the Civil Code.
6 Revision 1:06 2021
AGREEMENT # ITARC-00932
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 ZONES, LLC, a Washington Limited Liability subdivision of the State of California Company authorized to conduct business in the State of California.

Chuck
By: By: Derek deBakker (Jul 9, 2024 08:51 PDT)
Chuck Washington Name: Derek deBakker
Chair of the Board of Supervisors Title: General Counsel Dated: 9/10/2024 Dated: Jul 9,2024
ATTEST:

Kimberly Rector
Clerk of the Board
APPROVED AS TO FORM:

Minh C. Tran
County Counsel
Paula Salcido
Deputy County Counsel
Dated: 7/4/2024
Revision 1/06/2021
SEP 10/024 3.22
AGREEMENT # ITARC-00932
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.

The agreement with ISP 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 ISP will serve as the liaison between the political entity for enrollments under the Microsoft EA.

3. The LSP agrees to extend the same pricing, terms, and conditions to every political entity, special district, in the State of California. It is understood that other entities shall make purchases in their own name, make direct payment, and be liable directly to the LSP of their choosing; and County shall in no way be responsible to any LSP for other entities' purchases.

4. The LSP may remain the LSP for the Three 3-year duration of the Enrolled Affiliate's Enterprise Agreement Enrollment. All True-Ups during the 3-year enrollment (orders for new products, etc.) by Enrolled Affiliates are required to be submitted only through the Affiliate's selected LSP. Multiple LSP's cannot service a single Enterprise Agreement Enrollment. Enrolled Affiliate may at any time choose to transfer their current enrollment from one LSP to another LSP pursuant to the transfer terms set by Microsoft.

5. The Enrolled Affiliate shall work with the LSP to determine the annual payment, true-up commitment schedule defined in their enrollment.

6. Each Affiliate will communicate to the ISP the compensation terms applicable to their agreement.

7. The LSP will provide reports showing year to date annual spend according to Enrolled Affiliate's specifications. Frequency will be determined by each Enrolled Affiliate (ie: monthly, quarterly, etc.).

8. The LSP will provide reports of licenses purchased and added on to enrollment according to Enrolled Affiliate's specifications. (Intended for an enrollment that has licenses for multiple agencies within a governmental body - ie county, city, etc.) Frequency will be determined by each Enrolled Affiliate (ie:
monthly. quarterly, etc.).

9. The LSP will provide. at the Enrolled Affiliate's request, a licensing portal that allows the tracking of licenses beyond the capabilities of the Microsoft VI.SC. This portal will show, but not be limited to. all licenses on the current enrollment, quantities of said lieenses, track licenses at department/agency levels, transfer licenses to and from cach department/agency, and have reporting functionalities. 8 Revision 1 06:2021
AGREEMENT # ITARC-00932

10. The LSP will provide training to the Enrolled Affiliate's Microsoft administrators on Microsoft portals such as the VLSC. Uttice 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. 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 Sofiware Licensing, Software Support, Cloud Services such as Azure, 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 Mierosoft Unified, Industry Solutions Delivery (ISD), and Microsoft incident response. The Servicing LSP will have a valid Microsoft Master Services Agreement on file with Microsoft in order to resell Microsoft Unified Support, and Industry Solutions Delivery (ISD). Additionally, the contractor shall provide Microsoft dedicated Technical Support representatives and subject matter experts provided via the Microsoft enterprise agreement to support and assist Riverside County master participants in analyzing, architecting, implementing, managing, and operating solutions based on the licenses previously acquired or to be purchased in accordance with the terms of the Microsoft enterprise licensing program.
9 Revision 1/06/2021
AGREEMENT # ITARC-00932

18. LSP will be responsible for submitting a completed "Reporting of Active Enrollments" by January 15th of each year for the prior calendar year.

19. The County of Riverside Information Technology (RCIT) will invoice the Awarded LSP annually based on the enrollments verified from LSP Reporting of Active Enrollments.

20. Payment is due to Riverside County Information Technology thirty (30) days from invoice date.

21. The administrative fee shall not be included as an adjustment to LSP's Master Agreement pricing.

22. The administrative fee shall not be invoiced or charged to the Enrolled Affiliate.

23. Administrative fee checks shall be submitted to:

Riverside County Information Technology
Attn: Accounts Receivable
3450 14th Street, 4th Floor
Riverside, CA 92501
10 Revision 1:06:2021
AGREEMENT # ITARC-00932
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 Mobility + Security E3 and ES, Office 365 Enterprise E1 or 2.50 E3, Windows 10 Enterprise E3 or Es.

Enterprise Products (Office 365 Pro Plus, Windows 10
Level D 2.50
Enterprise, Core CAL Suite, Enterprise CAL Suite).

Level D 2.50
Windows Server, etc).

Server and Tools Product (applies to Server and Cloud
Enrollments only) SharePoint Server, SQL Server, BizTalk Level D 2.50 Server, Visual Studio, Core Infrastructure Suites, etc.

All products for Select Plus Agreement No.7756479. 2.50 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:

Customer
Solution Area Specific Capability Number Size Reference?

BAYHEALTH MEDICAL
Number of successful customer production mail 5-170.000 CENTER deployments/migrations? 19 Ronald Belfont
Ronald Belfont(a Bayhealth.org

BAYHEALTH MEDICAL
Number of successful customer production SharePoint 12 TB CENTER 7 deployments/migrations? Ronald Belfont
Ronald Belfont(uBayhealth.org.

ALLONE HEALTH

RESOURCES
Number of successful customer production Teams 9 30.000 Gwen Mueller deployments/migrations? [email protected]
Southern California Edison
Number of successful custoner production Teams 30,000 Mona Saxena Voice deployments/PBX migrations? Sr Manager - App Dev
Mona.Saxena(asce.com
Number of people with specialized expertise on 8
technologies listed above
11 Revision 1/06/2021
AGREEMENT # ITARC-00932

3. License Support Provider (LSP) service rates:

Hourly Rate (On
Certified Competency (Yes/No) Premise)
Data and Artificial Intelligent
Build Intelligent Apps Yes $190
Build Intelligent Agents No NA
Machine Learning Yes $190
Internet of Things Yes $190
Globally distributed data No NA
OSS Databases No NA
Cloud Scale Analytics No NA
Data Platform Modernization to Azure Yes $190
Windows Server on Azure Yes $190
Secunty & Management Yes $215
Datacenter Migration Yes $215
Modern Business Intelligence Yes $190
Copilot Yes $190
Biz Apps
Customer Service Yes
Field Service Yes
Marketing Yes
Talent Yes
Finance and Operations Yes
Business Central No
Power Apps Yes
Power BI Yes
Apps and Infrastructure
Azure Stack Yes $190
High Performance Compute Yes $190
Cloud Native Apps using Serverless Yes $190
Modernize Apps Yes $190
SAP on Azure No NA
Linux on Azure No NA
Dev Ops Yes $190
Business Continuity & Disaster Recovery Yes $190
Windows Server on Azure Yes $190
Security & Management Yes $190
Datacenter Migration Yes $190
Modern Workplace
User Adoption & Change Managemen Yes $190
Security Yes $190
GDPR & Compliance Yes $190
Teamwork Yes $190
Calling & Meetings Yes $190
Modern Desktop Yes $190
Office 365 Migration Assistance Yes $190
Mail Yes $190
Teams Yes $190
SharePoint Yes $190
OneDrive Yes $190
12 Revision 1/06/2021
AGREEMENT # ITARC-00932
Exhibit B

LSP REPORTING OF ACTIVE ENROLLMENTS
MICROSOFT ENTERPRISE AGREEMENT No. 8084445
LSP Name Company name
RIVCO
Contract ID TBD
Annual
Sales Enrollment
Reporting
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
13 Revision 14h:2021
AGREEMENT # ITARC-00932
Exhibit C

MICROSOFT LSP PARTICIPATION FORM

JIM SMITH
Chief Information Office
Deputy Admin- 17 ACIT)

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 3450 14th Street, Fourth Floor E-mail: If [email protected] Riverside, CA 92501
County of Riverside TIN #: 95-6000930
Company Name: Zones. LLC
Name: Imran Yunus Title: VP. Sales
Address: 13915 Certos Corporate Drive, Suite A Ceritos, CA 90703 City: Cemlos Zip Code: 90703 _Telephone#: 310-766-0124
Fax #: N/A _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 RFO# 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 result in the award being rescinded
04/25/2024
mean yunus or 15, 20241214 POT]
Signature Date
Imran Yunus VP. Sales
Printed Name Title
Riversian inant, introducier a at Controls died
14 Revision 1/06/2021
AGREEMENT # ITARC-00932
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 Fast Track 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 O365, CRM, Azure during the current EA year and only commit to the remaining months in that year. Example: your anniversary for your Year-2 term is in November and your adding 100 Office 365 users in May. You will only be obligated to pay for the 6 months leading to your anniversary. Additionally, you can now true-down hosted services at your anniversary to the original commitment level as well.

E6 Additional Software Assurance benefits
• With New Version Rights, you can upgrade each Microsoft product license that is covered by active Software Assurance to the most recent version for no additional cost. When a new version of Microsoft Office is released during the terin 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-00932
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 | 06/2021
--
AGREEMENT # ITARC-00932
Exhibit E
Microsoft Enterprise Agreements and Amendments
El) Microsoft Enterprise Agreement No. 8084445.

E2) Microsoft Select Plus Agreement No. 7756479.

E3) Amendments No. I- EA Custom Terns CTM (Document No. CTM-CPT-OPT-FWK) E4) Amendments No. 2- EA Custom Tenns (Document No. CTM-FWK-CTC-AGR). 17 Revision 106/2021
- - -
g Microsoft Volume Licensing
Program Signature Form
004-kayleerl-5-04
Agreema number 8084445
Vote: Enter the applicable active nubers associated with the docunents belose. Microsoft requires he associated active number be indicated here, or listed below as nev For the purposes of this form, "Custorer' can mean the signing enlity, Enrolled Affiliate, Governnent Partner, Institution, or other parly entering into a volume iconsing program agreement This signalure for and all contract docunients identified in the table below are entered into belween the Cuslomer and the Microsoft Affiliate signing, as of the effective date identilied below.

Contrach Document i st NumberorGodo 5115
Enterprise Agreement X20-10209
‹Choose Agreeinent> Document Number or Code
«Choase Agrcement: Document Number or Code
«Choose Agreement> Document Number or Code
« Choose Agreement> Document Number or Code
«Clivose Enrullmeni/Registration» Docurent Number or Code «Choose Enrollment/Registration> Docuinent 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 (nes)
Uly signing below. Customer and the Microsoll Affiliale agree that both parlies (1) have received, rcarl DATE and undersiand illa above contract documents, including any websites or documents incorporated by reference and any amendments and (21 agree to be bound by the terms of all such documents 8/22/19 J1Er Customer HA
ame of Entity (mual be legal enlity name)* Counly of Riversic Signature*
FORMÁPPROVED COUNTY COUNSEL minted Fine Sr. Procur Richf Contrac Fairecialist Signature Date 08/22/2019
SUSANNA N. Tax ID
• indicales required field
BYS
Pace 1or2
--
:
tr Microsoft Aftiliate
Microsoft Corporation
Signature Ce Чий HE Microsoft
Printed First and Last Name Microsoft Corporation
Printed Titic
AUG 2 3 2019
Signature Date
(dale Mic usoft Afflale countersigns)
Chance Krail
uly Authorized on behalf ‹
Agrecment Effective Date licrosoft Corporatio
(ray be Citeren" than Micrusofl s synature dalc) 8/23/2019 Optional 2d Custorer signature or Outsourser signature (if applicable) Customer
Nanse of Entity (must be leyal entity name)'
Signature*
Printed First and Last Name*
Printed Titie :

Signature Date*
indicales required field
Outsourcer
Name of Entity (must be legat entity name)"
Signature*
Printed First and Last Namo*
•
Printed Title
Signature Date
- indicates required field
1 Customer requires physical media, additional conlacts, or is reporting inuitiple previous Enrollment nclude the appropriate forms) with this signature for
Microsoft Corporation
to Neil a Suite ing
Reno, Nevada 89511-1137
USA
Pare 2 of 2
R: Microsoli Volurne Licensing
Amendment to Contract Documents
004-kayleecl-S-04
8084445
in this Amendinent will have the same meanings provided in that Enroliment or Agreement Enterprise Agreement
Custom Terms CTM

1. Section fa, "Term", is hereby amended and restated as follows:

1. Tern. The term of this Agrcentent will remain in effect unless terminated by either part 5 described belor Etch Enrollnent will have the lorm provided in that Enmilmen 2 The pricing that Mierosoll will offer Enrolled Affiliate's Reseller for Ensollments effective elween November 1, 2019 through October 31, 2021. and that will apply for the entire inilia lenn of such Emollments, is as follows:

Produci Price Examples Inchida bit are not limited to
Level the following*:

Enterprise Online Services"* Level D M365 E3 and Es. Enterprise Mobilily + minus 2% Security E3 and E5. Olfice 365 Enterprise
(including Full USs. From SA E1 or E3, Windows 10 Enterprise E3 or ES USts, Add ons and Slep Ups)
Enterprise Products OTicE 365 PrO PIús. Windows 10
Enterprise, Core CAL Suite, Enterprise
CAL Suite
Acklitional Products Level D M365 F1, M365 E5 Compliance, M365 E5 curity. Office 365 Enterprise F1, Projo
line. Visio Online Plan 1 or Plan
365, Azure, SQL Server
Windows Server, etc.

Server and Tools Product Levet D SharePoint Server, SOL Server, BizTalk Server, Visual Studio, Core Infrastructure
pplies lo Server and Cior
rolinents onl
weasles incide wine servses that are available netter the commercial of guvenment dod chenga Frog'urn Ava lubihty".
e dudley. undered reused or emoved fio the Enterprisé progiam cheri Exclusions apply lo the additional 2% discount nu Enterprise Online Services as follows:

CIMCPT-OPT-FWI BD
lage 1&17
-
• The price list month that applies to an order is not a factor in dele mining whether the additional 2% discount on Enterprise Orline Services may be applied lo an urder. The only applicahle factor is the effective date of the Enrollment.

The discount does not apply to any extensions of the initial Term or renewal Enrollments
The discount does not apply to any promotional SKUs. Enrolled Affhate is entitler 1 he lower of the promotional price di discounted pric
The price level that applies to Emulments effeclive on or afler Novemder 1, 2021 is Level D lor all Propucts.

The Reseller and he Enrolled Affliale will determine the Enrolled Amliale's actual price and payment terms.

Except for changes made by his Amendment, the Enrolinent of Agreement identified above remains unchanged and in full force and effect. If there is any conflict belween any provision in this Amendment und any provision in the Enrollment or Agreement identified above, this Amendment shall control. — This Amendment must he altached to a signature form to be valid.

Microsoft Internal Use Only:

Riverside County EA Amend 8.7.docx CIM
Amerimen do BD
•
9 Microsoft Volume Licensing
Enterprise Agreement State and Local
Not Instise with Mitosef Business Agreement or Mesol Pasiness ard Services Appeanen This Microsoft Enterprise Agreement (Agreement") is entered into between the entities identified on the signature formi
Effective date. The effective date of this Agreement is the earliest effective date of any Enrollment entered into under this Agreement or the date Microsoft accepts this Agreement, whichever is earlier.

Agreement, and (5) any order submitted under this Agreement.

Please note: Documents referenced in this Agreement but not attached to the signature form may be found including the Product Terms and Use
shout review such documents carefully, both at the time of signing and periodically tiereafter, and full inderstand all ters and conditions apolicable to Products licensec Terms and Conditions

1. Definitions.
"Affiliate" ineans
a. with regard to Customer.
any government agency, depaitiment, office, instrumentalily, division, unit of other entily 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 conmon 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 state jurisdiction and geographic boundaries: and
(iti) any other enlity in Customer's state expressly authorized by the laws of Customer's slate lo 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 b. with regard to Microsofl, any legal entity thal Microsoft owns, that owns Microsoft, or that is under common ownership with Microsoft.
"Customer' means the legal entity that has entered into this Agreement with Microsoft Customer Data' means all dala, including all text, sound, software, image, or video files that are provide o Microsoft by, or on behalf of. an Enrolled 'Affiliate and its Affiliates through use of Online Service "day" neans a calendar day, except for references that specify "business day" "Enrolled Affiliate" means an entity, either Cuslorner or any one of Customer's Affiliates that has entered into an Enrollment under this Agreement
1A20MA(US)SICKENG) (Nov2016) Page 1 of t
jncient X20-1020:
:
i
"Enrollment" means the document that an Enrolled Affiliate submits under this Agreement to place orders for Products
"Enterprise" means an Enrolled Affiliale and the Affliates for which it is responsible and chooses on its Enrollment to include in its enterprise.
"Fixes" means Product fixes, modifications, or enhancements, or their derivatives, that Microsoft either releases generally (such as Product service packs) or provides to Customer to address a specific issue. "License" ineans the right to download, install, access and use a Product. For certain Products, a License inay be available an a fixed term or subscription basis ("Subscription License"). Licenses for Online Micrasoff" means the Microsoft Affiliate that has entered into this Agreement or an Enrolinent and its Affiliales, as appropriale.
"Online Services" means the Microsoft-hosted services identified as Online Services in the Product Terms "Unline Services Terns" means the additional terms that apply to Customer's use of Online Services published on the Volume Licensing Site and updated from time to time. "Product" means all products identified in the Product Terns, such as all Sollware. Online Services and other web-based services, including pre-release or beta versions. "Product Terms" means the document that piovides information aboul Microsoft Products and Professional Services available through volume licensing. The Product Terms rocument is published on he Volume Licensing Site and is updated from tine to time
"SLA" means Service Level Agreement, which specifies the minimum service level for Ontine Services and is published on the Volume Licensing Site.
"Software" means licensed copies of Microsoft soflware identified on the Product Terms. Software does not include Online Services, but Software may be part of an Online Service. "Software Assurance" is an offering by Microsoft that provides new version rights and other benefits for Products as further described in the Product Teris.
"Trade Secret" means information that is not generally known or readily ascertainable to the public, has econamic value as a result, and has been subject to reasonable sleps under the circumstances to maintain its secrecy.
"Use" or "run" means to copy, install, use, access, display, run or otherwise interact. "Use Rights" means the use rights of terns of service for each Product published on the Volume Licensing Site and updated from time to time. The Use Rights supersede the ferns 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. "Volume Licensing Sile" means http://www.microsoft.com/lcensing/contracls or a successor site.

How the Enterprise program works.

Docunenl X20-10209
c. Licenses. The types of Licenses available are (1) Licenses ohtained under Soltware Assurance (L&SA), and (2) Subscription Licenses. These License types, as well as additional License Types, are further described in the Product List.

3. Licenses for Products.:
a. License Grant. Microsoft grants the Enterprise a now exclusive, worldwide and limited right 1o download, install and use software Products, and to access and use the Online Services. each in the quantity ordered under an Enrollment The rights granted are subject to the terms of this Agreement, the Use Rights and the Product Terms. Microsoft reserves all rights not expressly granled in this Agreement
b. Duration of Licenses. Subscription Licenses and mos! Sollware Assurance rights are temporary and expire when the applicable Enrollment is terminated or expires, unless the Enrolled Affiliate exercises a buy-out oplion, which is available for some Subscription Licenses Except as otherwise noled 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.
(i) Products (other than Online Services) The Use Rights in effect on the effective date of the applicable Enroliment term will apply to Enterprise's use of the version of each Product thal is current at the time. For future versions and new Products, the Use Rights in effect when those versions and Products are first released will apply. Changes Microsoft makes to the Use Rights for a particular version will not apply unless the Enrolled Affiliate chooses lo have those changes apply. The Use Rights applicable to perpetual Licenses that were acquired under a previous agreement or Enrollinent are determined by the Agreement or Enroltment under whuch they were acquired. Renewal of Solware Assurance does not change which Use Rights apply to those Licenses.
(II) Online Services For Online Services, the Use Rights in effect on the subscription start date will apply for the subscription term as defined in the Product Terms. d. Downgrade rights. Enrolled Affiliate may use air earlier version of a Product olher than Online Services than the version that is current on the effective date of the Enrollment. For Licenses acquired in the current Enrollment term, the Use Rights for the current version apply to the use of the earlier version. If the earlier Product version includes features that are not in the new version, Ilen the Use Rights applicable to the earlier version apply with respect to those features
e. New Version Rights under Software Assurancc. Enrolled Affikale must order and maintain continuous Software Assurance coverage for each License ordered. With Sofiware Assurance coverage, Enterprise automatically has the right to use a new version of a licensed Product as soon as it is released, even if Enolled Affiliate chooses not to use the new version immediately (i) Except as otherwise permilled under an Enrollment, use of the new version will be subject lo the new version's Use Rights
(il) If the License for the earlier version of the Product is perpetual at the lime the rew 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, Enroller Affliate's order confirmation, and any documentation evidencing transfers of perpetual Licenses. together with proof of payment, will be Enrólled Affiliate's evidence of all Licenses obtained under an Enrollment
EA2D16AgriUS)StG(ENG)(Nov2016) Pane 3 of 11
Document X20.10200

9. Reorganizations, consolidations and privatizations. If the number of Licenses covered by an Enrollment changes by more than ten percent as a result of (1) consolidation or privatization of an enlily or an operating division, (2) a privatization of an Affiliate or an operating division of Enrolled Affiliate or any of its Affiliates, or (3) a consolidation including a merger with a third party that has an existing agreement or Enrollment. Microsoft will work with Enrolled Affiliate in good fath to determine how to accommodate its changed circumstances in the context of this Agreement.

4. Making copies of Products and re-imaging rights.
a. General. Enrolled Affiliate may make as many copies of Products, as it needs to distribute them within the Enterprise. Copies must be true and complete (including copyright and trademark notices) from master copies obtained from a Microsoft approved fulfillment source Enroller! Affiliate may use a third party to make these copies, but Enrolled Affifiate agrees it will be responsible for any third party's actions. Enrolled Affiliate agrees la make reasonable efforts lo notify its employees, agents. and any other individuals who use the Products that the Products are licensed from Microsoft and subject to the terms of this Agreement. b. Copies for training/evaluation and back-up. For all Products olher than Online Sarvices.

Enrolled Affiliate nay. (1) use up lo 20 complimentary copies of any licensed Product in a dedicated training facility on its premises for purposes of training on that particular Product, (2) use up to 10 complimentary copies of any Products for a 60-day evaluation period, and (3) use one complimentary copy of any licensed Product for back-up or archival purposes for each of its distinct geographic locations. Trials for Online Services may be available if specified in the Use Rights.

C. Right to re-image. In certain cases, re-tinaging is permited using the Product media. If the Microsoft Product is licensed (t) from an original equipment manufacturer (OEM). (2) as a full packaged Product through a retail source, or (3) under another Microsoft program, then media provided under his 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:

Separate Licenses must be acquired from the separate source for each Product that is re- (ii) The Product, language, version, and components of the copies inade musl be identical to the Product, language, version, and alt components of the copies they replace and the hurriher of capies or instances of the re-inaged Product permitted remains the same. (il) Except for copies of an operating syslem and copies of Products licensed under another Microsoft program, the Product type (eg. Upgrade or full License) re-imaged must he identical to the Product type licensed from the separate source. v) Enrolled Affiliate must adhere to any Product-specific processes or requirements for re maging identified in the Product Terms
The separate sauce This suito te not ele also in ense eatin yo. support obligation
Transferring and reassigning Licenses.
* Litate nay ans only sly paid pearla emied, except hat Customer or an tinroled (i) an Affiliate, or
(ii) a third party solely in connection will the transfer of hardware of employees to whom the Licenses have been assigned as parl of (A) a privatization of an Affiliate or agency or of an operating division of Enrolled Affiliate or an Affiliate. (B) a reorganization or (C) a consolidation.

Upon such transfer, Cuslomer or Enrolled Affiliate must uninstall and discontinue using the licensed Product and render any copies unusable
%. Notification of license Transfer. Eurole Aftiate must nonly Nicost of a License ander http://www.microsofl.com/icensing/aoutracts and sending the completed form to Microsoft before the License transfer. No License transfer will be valid unless Enrolled Affiliate provides restrictions, warranties and limitations of liability). Any License transter not made in compliance c. Internal Assignment of Licenses and Software Assurance. Licenses and Software Assurance must he assigned to a single user or device within the Enterprise. Licenses and Sollware 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 lerm provided in that Enrollment.

D. Termination without cause. Either party may terminate this Agreement, without cause, upon 60 days' written notice. In the event of termination, new Enrollments will not he accepted, but governed by this Agreement.
c. Mid-term termination for noll-appropriation of Funds. Enrolled Affiliate may terminate this Agreement or an Enrollment without fiability. penalty or further obligation to make payments if funds 1o make payments under the Agreement or Enrollment are not appropuated or allocated by the Enrolled Affiliate for such purpose
ct.
is by its nature not curable within 30 days, the terminating parly 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 heip resolve the breach. If the breach affects other Enrollments and cannot be resolved between Microsoft and Enrolled Affiliate, together with Customer's help, wilhin a reasonable period of time, Microsoft may terminate this Agreement and all Enroliments under it. If an Enrolled Affiliate ceases to be Customer's Affiliate, it must proniptly notify Microsoft, and Microsoft may terminate the former Affiliates Enrollment If an Enralled Affiliate terminates its Enrollment as a result of a breach by Microsoft, or if Microsoft lentinates an Enrollment because Enrolled Affitiate ceases lo be Customer's Affiliate, then Enrolled Affiliate will have the eariy termination rights described in the Enrollment. e. Early termination. If (1) an Enrolled Affiliale terminates its Enrollment as a result of a breach by Microsoft, or (2) if Microsoft terminates an Enrollment because the Enrolled Affiliate has ceased to be an Affiliate of Customer, or (3) Enrolled Affiliate terminates an Enrollment for non- appropriation of funds, or (4) Microsoft terminates an Enrollment for non-payment due to non- appropriation of funds then the Enrolled Affiliate wil have he following options (i) It may immediately pay the iotal remaining amount due, including all installments, in which case, the Enrolled Affiliate will have perpetual rights for all Licenses it has orderer!: or Paye 5 uf 11
Nogurnent X20-10200
(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 ter) for which payinent has been made in full, anc (iii) In the case of early termination under subscription Enrollments, Enrolled Affiliate will have the following options:
1) For eligible Products, Enrolled Affiliale may oblain perpetual Licenses as described in the section of the Enrollment titled "Buy-out aption," provided that Microsoll receives the buy-out order for those Licenses within 60 days after Enrollect Affiliate provides notice of termination
2) In the event of a breach by Microsoft, if Customer chooses not to exercise a buy-out option. Microsoft will issue Enrolled 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 separate agreement or in a prior term of the terminated Enrollment.

1. Effect of termination or expiration. When an Enrollment expires or is terminated. (i) Enrolled Affilate must order Licenses for all copies of Products it has run for which it has not previously submitted an order. Any and all unpaid payments for any order of any kind remain due and payable. Except as provided in the subsection titled "Early lermination," 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

1. Madification or termination of an Online Service for regulatory reasons. Micrasolt may modify or lerminate an Online. Service where there is any current or future government requirement or obligation that: (1) subjects Micrasoft to ary regulation or requirement not generally applicable to businesses operating in the jurisdiction: (2) presents a hardship for Microsoft to continue operating the Online Service without modification; and/or (3) causes Microsoft to believe these lerms or the Online Service may conflict with any such requirement or obligation.
h. Program updates. Microsoft may make changes to this program that will make it necessary for Customer and its Enrolled Affiliates lo enter into new agreements and Enrollments at the time of an Enrollment renewal.

7. Use, ownership, rights, and restrictions.
a. Products. Unless otherwise specified in a suppleniental agreement. use of any Product is governed by the Use Rights specific to each Product and version and by the terns of the applicable supplemental agreement
• Fixes. Each Fix is licensed under the same terms as the Product to which it applies. If a Fix ol provided for a specific Product, any use rights Microsoll provides with the Fix will app . Non-Microsoft software and technology. Enrolled Affiliate is solely responsible for any non Microsoft sofiware or technology that it installs or uses with the Prockicts or Fixe:
- -
GA2016AgUSISLG/ENG) (Nov2016) Page Bof 11
Documeni X20-10209
d. Restrictions.
decompile, or disassemble any Product or Fix. (2) install or use non-Microsoft software or technology in any way that would subject Microsoft's intellectuat property or technology to any other license terms; or (3) work around any technical limilations in a Product or Fix or restrictions in Product documentation. Customer must not (and is not licensed toj () separate and run parts of a Product or Fix on more than one device, upgrade or downgrade parts of a Product or Fix al different times, or transfer parts of a Product or Fix separately: or (il) distribute, sublicense, rent, lease, lend any Products or Fixes, in whole or in part, or use them to offer hosting services to a tird party.;
e. 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 ather Microsoft intellectual property in the device itself or in any other software or clevices

8. Confidentiality.
"Conficiential 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 include information that (a) becomes publicly available without a breach of this agreement. (b) the receiving party received lawfully froin another source without a confidentiality obligation. (C) is independently developed, or (d) is a comment or suggestion volunteered about the other party's business. products or services.

Each parly will take reasonable steps to protect the other's Confidential Information and will use the other party's Confidential information only for purposes of the parties business relationship. Neither party will disclose that Confidential information to third parties, except to its employees, Affiliates, contractors. advisors and consultants ("Representatives") and then only on a need-to-know basis under nondisclosure obligations at least as protective as this agreement. Each party remains responsible for the use of the Conficiential Information by its Representatives and, in the event of discovery of any unauthorized use or disclosure, must promptly notify the other party.

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

Neither party is required to restrict work assignments of its Representatives who have had access lo Confidential Information Each party agrees that the use of information relained in Representatives' unaided memories in the development or deployment of the parties' respective products or services does nol create liabilily under this Agreement or trade secret law, and each party acrees to limit what it discloses lo the other accordingly.

These obligations apply (1) for Customer Data urt it is deleted from the Online Services, and il) for all other Confidential Inforination, for a period of five years after a party receives the Confidential Infomation.

9. Privacy and compliance with laws.

1. Enrolled Affiliate consents to the processing of personal information by Microsoft and its agent:
lo facilitale the subject 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
b. Personal information collected under this agreeinent (i) may be transferred, stored and processed in the United States or any other country in which Microsoft or its service providers maintain facilities and (ii) will be subject to the privacy terns specified in the Use Rights. ilicrosoft will abide by the requirements of European Economic Area and Swiss data protection

Document X20.10209
•
:
law regarding the collection, use, transier, retention, and other processing of personal data fion the European Economic Area and Switzerland.

C.

10. Warranties.
a. Limited warranties and reinedies.
(i) Software. Microsoft warrants that each version of the Software will perforin 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 lem, then Microsoll will at its oplion (1) return the price Enrolled Affiliate paid for the Software license, or (2) repair or replace the Software. (il) Online Services. Microsoft warrants that each Online Service will perform in accordance with the applicable SLA during the Enterprise's use. The Enterprise's remedies for breach of this warranty are in the SLA.

The remedies above are the Enterprise's sole remedies for breach of the warranties in this seclion Customer waives any breach of warranty claims not made during Ihe warranty period.

Exclusions. The warranties in this agreement do not apply to problems catsed by accident. abuse, or use in a manner inconsistent with this Agreement, including failure to meet minimum system requirements. These 'waranties do not apply to free, triat, pre-release, or beta products, or to components of Products thal Enrolled Affiliate is permitted to redistribute.

Disclaimer. Except for the limited warranties above, Microsoft provides no other warranties or conditions alid disclaims any other express, implied, or statutory warranties, including warranties of quality, litle, non-infringement, merchantability, and fitness for a particular purpose.

11. Defense of third party claims.

The parties will delend 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 promptly 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 party with all requested assistance. information, and authority. The defending party will reinburse the other party for reasonable out-of-pocket expenses it incurs in providing assistance. This section describes the parties' sole remedies and entire liability for such claims a. By Microsoft. Microsoft will defend Enrolled Affiliate against any third-party clan to the extent it alleges that a Product or Fix made available by Microsoft for a fee and used within the scope trademark or other proprietary right of a third party. If Microsoft is unable lo resolve a claim of infringement under commercially reasonable terms, it may, at its option, either (1) modify or leolace the Product or Fix with a functional equivalent: or (2) terminate Enrolled Affiliate's license and refund any prepaid license fees (less depreciation on a five-year, straight-line basis for perpetual licenses and any amount paid for Online Services for any usage period after the lermination dale Microsoft will not be liable for any clalms 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, Enrolled Affiliate will defend Microsoft against any third-party claim lo the extent it alleges that: (1) any Customer Data or FA2016AgKJSISLG(EMGyNnv20181 Page 8 of 11
Document X20.102G0
:
- — - -
non-Microsoft software hosted in an Online Service by Microsoft on Enrolled Affiliate's behalf misappropriates a trade secret or crecily intrnges a palent, copyright, trademark, or one proprietary right of a third party: or (2) Enrolled Affiliate's use of any Product or Fix, alone or ir combination with anything 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 this Agreement is lited 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:
a. 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. b. Free Products and Distributable Code. For Products proviced free of charge and code that Enrolled Affitiate is authorized lo 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 consecuential damages, or for loss of lise, loss of business information, loss of revenue, or interruption of business, however caused or an any theory of liability. «. Exceptions. Notimitation or exclusions will apply to liability arising out of either party's (1) confidentiality obligations (except for alt liability related to Customer Data, which wil remain subject to the limitations and exclusions above); (2) defense obligations; or (3) violation of the other party's inteliectual property rights.

13. Verifying compliance.
a. Right to verify compliance. Enrolted Affiliate must keep records relating to all use and distribution of Products by Enrolled Affiliate and its Affiliates. Microsoft has the right, al its expense. to the extent permilted by applicable law, to verify compliance with the Product's license lernis. Enrolled Affiliate must promptly provide the independent auditor with any inforniation the auditor reasonably requests in furtherance of the verification, inciding access to systems running the Products and evidence of Licenses for Products Enrolted Affiliate losts. suhlicenses, or ristibules to third parties. Enrolled Affiliate agrees to complete Microsoft's self-audit process, which Microsoft may require as an alternative to a third party audit b. Remnedles for non-compliance. If verification or self-audit reveals any unlicensed use or distribution, then within 30 days. (1) Enrolled Affiliate must order sufficient Licenses to cover that use or distribution, and (2) if unlicensed use or distribulion is 5% or more. Enrolled Affiliate necessary additional licenses at 125% of the price based on the then-current price list and Enrolled Affiliate price level. The unlicensed use percentage is based on the total number of licenses purchased compared to actual instali base. If there is no unticensed use. Microsoft will used solely for purposes of delermining compliance. Tlis verification will lake place during naimal business hours and in a manner that does not interere unreasonably with Enroller Pare 9 of 11
Decument X20-10209

14. Miscellaneous.
a. Use of contractors. Microsoft may use contractors to perform services, but will be responsible for their performance subiect lo the terms of this Agreement b. Microsoft as independent contractor. The panies are independent contractors. Enrolled Affiliate and Microsoft each may develop products independently without using the other's Confidential information
Notices. Nolices lo Microsoft must be sent to the address on the signature forn. Notices mus se in witing and will he treated as delivered on the date shown on the refurn receipt or on th on the transmission date.
i. Agreement not exclusive. Customer is free lo enter into agreements to license, use or promole non-Microsoft products.
c. Amendinents. Any amendmert to this Agreement must be executed by both parties. except that Microsoft may change the Product Terms and the Use Rights fion time lo lime in accordance with the terms of this Agreement. Any conflicting terms and conditions containect 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 Enrollmen! under f. Assignment. Either party may assign this Agreement lo 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 altempter 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

1. Severability. If any provision in this agreement is held to be unenforceable, the balance of the agreement will remain in full forde and effect
i. Waiver. Failure lo enfoice any provision of this agreement will not constitute a waiver. Any waiver must be in writing and signed by the waving party. j- No third-party beneficlaries. This Agreement does not create any third-parly beneficiary rights.

4. Survival. All provisions survive lermination or expiralion of this Agreement except those requiring performance only during the term of the Agreement.

Management and Reporting. Customer andior Enrolled Aftiliate may manage account details (e.g., contacts orders, Licenses, software downloads) on Microsoft's Volume Licensing ("VLSC") successor
tps/www. microso com/licensing/servicecenter. Upon the effective date of this Agreemen and any Enroliments, the contacts) identified for this purpose will be provided access to thi site and may authorize additional users and contacts.
m. Order of precedence. In the case of a conflict between any documents in this Agreement that is not expressly resolved in those documents, their terms will control in the following order from highest to lowest priority. (1) this Enterprise Agreement. (2) any Enrollment, (3) the Product Terms. (1) the Online Services Terms, (5) orlers submitted under this Agreement, and (6) any other documents in this Agreement. Document and an in to genes Teen in namese controver the amended EA201bAy(US)SLG(ENGNN0v2016) Page 1D of 11
Documen: X20 10203
Free Products. It is Microsoft's intent that the ters 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 Altiliate, and is not provided for use by or personal benefit of any specific government employee. o. Voluntary Product Accessibility Templates. Microsoft supports the government's obligation to provide accessible technologies to its citizens with disabilities as required by Section 508 of the Rehabilitation Act of 1973, and its state law counterparts. The Voluntary Product Accessibility Templates (VPATs") for the Microsoft technologies used in providing the Online Services can be found at Micrasoft's VPAT page. Further information regarding Microsoft's commitment to accessibility can be found al hilp //www.riciosoft.com/enable p. Natural disaster. In the event of a "natural disaster," Microsoft may provide additional assistance or rights by posting them on http://w.ww.microsoll.com at such time.

4. Copyright violation. Except as set forth in the section above entitled "Transferring and reassigning Licenses", the Enrolled Affiliate agrees to pay for, and comply with the terms of this Agreement and the Use Rights, for the Producs il uses. Except to the extent Enrolled Affiliate is licensed under this Agreemen. it will be responsible for ils breach of this contract and violation of Microsoft's copyright in the Products, including payment of License fees specified intlys Agreement far unicensed use.
.-
EЛ2016^gr(|JS)SLG(EI1G)[Nov201G) Page 11 of 11
Documend X20-10209
:
• ' Microsoft Volume Licensing
Supplemental Contact Information Form
This foun applies to: L MBSA
X Agreement
Enroilment/afate Regisiration Form
Insert primary entity name if more than one Enroltment/Registration Forni is submitted
Contact information.

Each party wilt notify the olher in writing if any of the information in the following contact information page(s) changes. asterisks (") indicale required fields: if the entity chooses to designate other contact types.
information, entity consents to its use for purposes of administering the Enrollment by Ilicrosoft and other parties that help Microsoft administer this Enrollent. The personal infornation provided in connection with this agreement will be used and protected according 1o the privacy statement available at hiftps:klicensing_mierasolt.com.

1. Additional notices contact.

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

Name of entity* County of Riverside:

Contact name*: First Regina Last Funderburk
Contact emall address* [email protected]
Street address* 3450 141h Street, 41h Floor,
City* Riverside State/Province" California Postal code* 92501-3861 Country® USA
Phone 951-955-2265 Fax
• This contact is a third party (nal the entiys. Warning: This contact receives personally identifiable information of the entity.

2. Software Assurance manager.

This contact will receive online permissions lo manage the Soflware Assurance benelits under the Emoliment or Registration.

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

City" Riverside State/Province* California Postal code" 92501-3861 Mage 1 of:

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

Subscriptions manager.

This contact will assign MSDN, 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 name*: First Regina Last Funderburk
Contact email address [email protected]
Street address* 3450 14th Street, 4th Floor
City* Riverside State/Province* California Postal code' 92501-3861 Country® USA
Phone™ 951-955-2265 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 thie Enrollment or Registration.

Name of entity* County of Riverside
Contact name': First Luis Last Flores
Contact email address* [email protected]
Street address* 3450 141h Street, 4lh Floor
City Riverside State/Province* California Postal code 92501-3861 Country* USA
Phone* 951-955-8114 Fax
• 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 support-related activities. lame of entity" Caunty of Riversi
ontact name': First Lu
Contact email address* [email protected]
Strect address* 3450 141h Street, 4th Floor
City' Riverside State/Province* California Postal code* 92501-3861 Country* USA
Plione* 951-955-8114 Fax

6. Primary contact information.

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

Name of entity" Counly of Riverside
-

Contact name*: First Jim Last Smith
Contact email address [email protected]
Street address' 3450 14th Street. 4th 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 admonistrator permissions and may grant online access to others. This contact also receives all notices
* Sanie as pinary confaci
Name of entity*
Contact name*: First Last
Contact email address
Street address
City* State/Province" Postal code'
• This contact is a third party inot the entityi. Warning: This contact receives personally identifiable information of the entity.

Face 3 of 3
Microsoft Volume Licensing
Program Signature Form
MBA/MBSA number Proposal ID
Agreement number
Vote: Enter the applicable active numbers associated with the documents below. Microsoft requires the associated active umber 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 be legal entity name* County of Riverside Signature*
Printed First and Last Name* Ines Mark
Printed Title* Procurement Contract Specialist VEAL 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
Signature Date
date Microsoft Affiliate countersigns
Effective Dat
may be different than Microsoft's signature date
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.

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)(Oct2012) Page 2 of 3 Prepared By: Name of Preparer
Email of Preparer
ProgramSignForm(MSSign)(NA,LatAm)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. 3

3. How to establish price /evel.... 3

4. License grant — what Registered Affiliates are licensed to run. 3

5. How to know what Product Use Rights apply. 4

6. How to order Product Licenses. ......... .. 5

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

8. Transferring and reassigning Licenses. . 6

9. Term and termination..... 7

10. How to renew an Order. ..8

11. Restrictions on use.. 9

12. Confidentiality. .. 9

13. Warranties... .. 10

14. Defense of infringement, misappropriation, and third party claims. ...11

15. Limitation of liability. ... ...12

16. Verifying compliance. ... 13

17. Non-Microsoft Software or Technology. ... 14

18. Miscellaneous. ... 14
This Microsoft Select Plus Agreement is entered into between the entities identified on the signature form.

Effective date. The effective date of this agreement is the effective date of the first Affiliate Registration Form or the date Microsoft accepts this agreement, whichever is earlier.

This agreement consists of (1) the terms and conditions of this agreement and all attachments identified therein, (2) the Product List, (3) the Product Use Rights applicable to Products licensed under this agreement, (4) any Affiliate registration entered into under this agreement, and (5) any Order submitted under this agreement.

The parties agree to be bound by the terms of this agreement.

Terms and Conditions

1. Definitions.

In this agreement the following definitions apply:
"Affiliate" means
a. with regard to Customer
(i) any government agency, department, office, instrumentality, division, unit or other entity of the state or local government that is supervised by or is part of Customer, or which supervises Customer or of which Customer is a part, or which is under common supervision with Customer;
(ii) any county, borough, commonwealth, city, municipality, town, township, special purpose district, or other similar type of governmental instrumentality established by the laws of Customer's state and located within Customer's state jurisdiction and geographic boundaries; and
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(ili) any other entity in Customer's state expressly authorized by the laws of Customer's state to purchase under state contracts; provided that a state and its Affiliates shall not, for purposes of this definition, be considered to be Affiliates of the federal government and its Affiliates; and
b. with regard to Microsoft, any legal entity that Microsoft owns, that owns Microsoft, or that is under common ownership with Microsoft
"available" means, with respect to a Product, that Microsoft has made Licenses for that Product available for ordering under a particular licensing program;
"Commercial Product" means any Product Microsoft makes available for license for a fee; "Contractor" means any third party supplier or other provider of computer technology or related services. "Customer" means the entity that has entered into this agreement and its Affiliates; "Customer Data" means all data, including all text, sound, software, or image files that are provided to Microsoft by, or on behalf of, Customer through Customer's use of the Online Services. "Fixes" means Product fixes, modifications or enhancements or their derivatives that Microsoft releases generally (such as Commercial Product service packs);
"License" means Registered Affiliate's right to use the quantity of a Product ordered. For certain Products, a License may be available on a subscription basis ("Subscription License"). Licenses for Online Services will be considered Subscription Licenses under this agreement; "L&SA" means a License and Software Assurance for any Product ordered; "Microsoft" means the Microsoft entity that has entered into this agreement by accepting Customer's registration;
"Order" means the document Customer or Customer's Affiliate submits under this agreement to acquire Licenses or Services;
"Online Services" means the Microsoft-hosted services identified in the Online Services section of the Product List.
"Product" means all software, Online Services and other web-based services, including pre-release or beta versions, identified on the Product List.
"Product List" means, with respect to any licensing program, the statement published by Microsoft from time to time on the World Wide Web at http://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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"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 first run.
b. Use by Affiliates. A Registered Affiliate may sublicense the right to use the Products ordered under this agreement to any of its Affiliates, but Affiliates may not sublicense these rights and their use must be consistent with the License terms contained in this agreement.

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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 (i)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
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 (ill) 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
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 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 _ 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)(Oct2012) Page 4 of 16
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date, the Product Use Rights for the version licensed, not the version being run, will 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 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:

Registered Affiliate may order Software Assurance for copies of Products for which the Registered Affiliate has previously obtained perpetual Licenses through Upgrade Advantage, Software Assurance, or any similar upgrade protection, so long as the Order for Software Assurance under this Agreement becomes effective no later than one day following the expiration of that upgrade protection, and (2) Registered Affiliate submits an order for another term of Software Assurance for those Licenses prior to or at the expiration of the previous term.
(ii) During the term of the Agreement (including any renewal term), a Registered Affiliate may be eligible to order Software Assurance for copies of certain Products licensed through retail sources or from an original equipment manufacturer (OEM"), provided that the Registered Affiliate places its Order within the required time frame. The Product List at 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 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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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.

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.
program Product media. If the Microsoft Products) is licensed (1) from an original equipment another Microsoft program, then media provided under this agreement may be generally used to create images for use in place of copies provided through that separate source. This right is conditional upon the following:
(i) Separate Licenses must be owned from the source for each Product that is re-imaged (ii) The Product, language, version and components of the copies made must be identical to the Product, language, version and all components of the copies they replace and the number of copies or instances of the re-imaged Product permitted remains the same. (iii) Except for copies of an operating system and copies of Products licensed under another Microsoft program, the Product type (e.g., upgrade or full License) must be identical to the Product type from the separate source.
(iv) Any Product-specific requirements for re-imaging identified in the Product List. (v) Re-images made under this subsection remain subject to the terms and use rights provided with the License from the separate source. This subsection does not create or extend any warranty or support obligation.

8. Transferring and reassigning Licenses.
a. License transfers. License transfers are not permitted, except that Customer may transfer fully-paid perpetual licenses to:

Transferring Licenses to third parties. You may transfer fully-paid perpetual Licenses:
(i) if vou are an agency of a state or local government to: (a) any other government agency, department, instrumentality, division, unit or other office of your state or local government that is supervised by or is part of you, or which supervises you or of which you are a part, or which is under common supervision with you; (ii) any county, borough, commonwealth, city, municipality, town, township, special purpose district, or other similar type of governmental instrumentality established by the laws of your state and located within SelectPlus2012AgrGov(US)SLG(ENG)(Oct2012) Page 6 of 16
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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, can be obtained from http://www.microsoft.com/licensing/contracts and send the completed form to Microsoft before the license transfer. No License transfer will be valid unless Customer provides to the transferee, and the transferee accepts in writing, the applicable Product Use Rights, use restrictions, limitations of liability (including exclusions and warranty provisions), and the transfer restrictions described in this section. Any license transfer not made in compliance with this section will be void. b. Internal Reassignment of Licenses and Software Assurance. (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 60 days written notice. Such termination will merely terminate either party's and its Registered Affiliates' ability to place Orders under this agreement. Such termination will not affect any Orders not otherwise terminated, and any terms of this agreement applicable to any Orders not otherwise terminated will continue in effect with respect to that Order. c. Mid-term termination for non-appropriation of Funds. Enrolled Affiliate may terminate this agreement or an Enrollment without liability, penalty or further obligation to make payments if funds to make payments under the agreement or Enrollment are not appropriated or allocated by the Enrolled Affiliate for such purpose. 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
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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:"
all copies of all Products for which payment has been made in full (including the latest version of Products under Software Assurance coverage), and 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.

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 icensed to lapse, then the Registered Affiliate will not be permitted to order Software Assuranc for those copies later without first acquiring L&SA.

Renewing Software Assurance. If Registered Affiliate is placing an Order for Software issurance 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.
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; (i) was lawfully known to the receiver of the information without an obligation to keep it confidential;
(iii) is received from another source who can disclose it lawfully and without an obligation to keep it confidential;
(iv) is independently developed; or
(v) is a comment or suggestion one party volunteers about the other's business, products or services.

C. Treatment of Confidential Information.
(i) In general. Subject to the other terms of this agreement, each party agrees:
1) it will not disclose the other's Confidential Information to third parties; and 2) it will use and disclose the other's Confidential information only for purposes of the parties' business relationship with each other.

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(il) 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.

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 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.
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 11 Document 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.

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 (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 discontinue use of the prior version, which Enrolled Affiliate must do immediately. If the foregoing options are not commercially reasonable for Microsoft, or if required by a valid judicial or government order, Microsoft may terminate Enrolled Affiliate's license or access rights in the Product or Fix. In such a case, Microsoft will provide Enrolled Affiliate with notice and refund any amounts Enrolled Affiliate has paid for those rights to the Product or Fix (or for Online Services, any amount Enrolled Affiliate has paid in advance for unused Online Services).
(ii) Customer Data or use of non-Microsoft software with Online Services. If an unaffiliated third party asserts that Customer Data or non-Microsoft software or technology used by Enrolled Affiliate the Online Services violates their intellectual property rights, Microsoft may ask Customer to remove the allegedly infringing item. If Enrolled Affiliate fails to do so within a reasonable period of time, Microsoft may suspend or terminate the Online Service to which the Customer Data or non-Microsoft software relates.
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 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.

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 theory. However, these monetary limitations will not apply to:
(i) Microsoft's and Customer's obligations under the section titled "Defense of infringement, misappropriation, and third party claims";
(ii) liability for damages caused by either party's gross negligence or willful misconduct, or that of its employees or its agents, and awarded by a court of final adjudication (provided that, in jurisdictions that do not recognize a legal distinction between "gross negligence" and "negligence," "gross negligence" as used in this subsection shall mean "recklessness");
(iii) liabilities arising out of any breach by either party of its obligations under the section entitled "Confidentiality", except that Microsoft's liability arising out of or in relation to Customer Data shall in all cases be limited to the amount Customer paid for the Online Service giving rise to that liability during the prior 12 months; (iv) liability for personal injury or death caused by either party's negligence, or that of its employees or agents, or for fraudulent misrepresentation; and (v) violation by either party of the other party's intellectual property rights. b. EXCLUSION OF CERTAIN DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE

LAW, WHATEVER THE LEGAL BASIS FOR THE CLAIM, NEITHER PARTY, NOR ANY OF

ITS AFFILIATES, OR CONTRACTORS, WILL BE LIABLE FOR ANY INDIRECT,

CONSEQUENTIAL, SPECIAL, OR INCIDENTAL DAMAGES, OR DAMAGES FOR LOST

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 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 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 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.

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.

SelectPlus2012AgrGov(US)SLG(ENGXOc12012) Page 14 of 16
Document X20-04874
f. Applicable law; dispute resolution. The terms of this agreement will be governed by the laws of Registered Affiliate's state, without giving effect to its conflict of laws. Disputes relating to this agreement will be subject to applicable dispute resolution laws of Registered Affiliate's state.
g. This agreement is not exclusive. Customer is free to enter into agreements to license, use or promote non-Microsoft software.
h. Entire agreement. This agreement, the Product List, all registrations under this agreement, and the Product Use Rights constitute the entire agreement concerning the subject matter and supersede any prior or contemporaneous communications. In the case of a conflict between any of these documents that is not resolved expressly in the documents, their terms will control in the following order: (1) these terms and conditions and the accompanying signature form; (2) the Product List; (3) the Product Use Rights; (4) all registrations under this agreement; and (5) all Orders submitted under this agreement. The terms of any purchase order or any general terms and conditions Customer maintains do not apply.

Survival. Provisions regarding ownership and License rights, fees, Product use rights, restrictions on use, evidence of perpetual Licenses, transfer of Licenses, warranties, defense of infringement and misappropriation claims, limitations of liability, confidentiality, compliance verification, open source license restrictions, obligations on termination or expiration and the other provisions in this section entitled "Miscellaneous" will survive termination or expiration of this agreement and of any agreement in which they are incorporated.

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.

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 ta 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)SL G(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
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
Outsourcer Name:

Business Agreement Number:

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

Comments:

Last Saved by Quinn Greenly 7123/2013 2:02:23 PM 10/12/2005 Revision 3.9
HE Microsoft Volume Licensing
Program Signature Form
MBAMBSA number Proposal ID
Agreement number 7756479
Nute. er hae pro cid to a asociated with the documents below. Microof requires the associated activo For her, rosen, or sher par sten can a val the sening pro, mage flat, Govement 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
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 Anties Dad Microsoft
Printed First and Last Name Microsoft Licensing, GP
Printed Title JUL 2 3 2013
Signature Date
(date Microsoft Affiliate countersigns)
Effective Date
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 form(s) with this signature form.

Microsoft Licensing, GP
Dept. 551, Volume Licensing
6100 Neil Road, Suite 210
Reno, Nevada 89511-1137
USA
ProgramSignFom(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)(Oc12012) Page 3 of 3 --.. Mirrorit Volume licensing
Program Signature Form
RIVCO-8084445-M-
MBA/MBSA number
AMD2
Agreement number 8084445
Astori elective splebe ace umere, o seided wit the documents below. Microsol requires the This signature form and all contract documents identified in the table below are entered into between the Customer and the Microsoft Affilale signing, as of he 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>
‹Choose Enrollment/Registration>
Amendment to Contract Documents CTM-FWK-CTC-AGR (8084445) By signing below, Customer and the Microsoft Affiliate agree that both parties (1) have received, 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
Name of Entity (most be legal entity name)* County of Riverside Signature hell
Printed First and Last Names RIcHARD R. HAI
FORM APPROVED COUNTY COUNSEL Printed Title SR. PROCUREMENT CONTRACT SPECIALIST Signature Date* 01/30/2020
SUSANNA N. OH
Tax ID
* Indicates required field
BY: -
ProgramSignForm(MSSign)(NA, LaLArm)ExBRA(ENG)(0c12019) Documen ×20-1012 Microsoft Affiliate
Microsoft Corporation
Signature
Printed First and Last Name
Printed Title
JAN 29 2020
Signature Date
(date Microsoft Affiliate countersigns
Shirloy Snyder
Agreement Effective Date Duly Authorized on behalf o
may be dilferent than Microsoft's signalule dale) Microsoft Corporation Optional 210 Customer signature or Outsourcer signature (If applicable) Customer
Name of Entity (must be legal entity name)*
Signature*
Printed Flest 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 additional contacts or is reporting multiple previous Enrollments, include the appropriate forms) with this signature form.

Microsoft Corporation
Dept. 551, Volume Licensing
6100 Neil Road, Suite 210
Reno, Nevada 89511-1137
USA
ProgramSignForm(MSSígn)(NA,LatÂm)ExBRA(ENG)(Ocl2019) Page 2 of 2 Document X20-12845
Volume Licensing
Amendment to Contract Documents
Agreement Number 8084445 RIVCO-8034445-M-
AMD2
This amendment ("Amendment") Is entered into between the parties identified on the altached program signature form. It amends the Enrollment or Agreement Idenlified above. All terms used but not defined n this Amendment will have the same meanings provided in that Entollment or Agreement Microsoft Services Amendment to the Enterprise Enrollment Federal, State and Local Government & Public Educational Institutions Enrolled Affiliate is ordering Professional Services described in the attached Statement of Services (SOS) In connection with the Products licensed by Enrolled Affiliate under the Enrollment. The parles 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 Amendmer :
inless otherwise stated. Additional terms are defined as follows "Customer" means the legal entity that has entered into the Agreement; "day" means a calendar dey, except references that specify "business day":
"Microsoff" means the Microsoft Affiliate that has entered into the Agreement and its Affiliates, as appropriate;
"Pre-Existing Work" means any computer code or materials developed or otherwise obtained Independently :
of the efforts of a parly under a Statement of Services; "Professional Services" means all Product support services and Microsoft consulting services or advice provided to Customer under this Amendment. "Professional Services" does not include Online Services;
"Service Deliverables" means any computer code or materials, other than Products or Fixes, that Microsoft leaves with Customer at the conclusion of Microsoft's performance of the Professional Services; Statement of Services" means any work orders, services descriptions, or other description of Professiona Services that incorporates this Amendment
AmendmentApo v4.0 CTM-FWK-CTC-AGR BD

Trade Secret"
its secrecy;
"use" or "run" means to copy, Install, use, access, display, run or otherwise interact with; "Volume Licensing Site" means http://www.microsoft.com/licensing/contracls or a successor site.

2. Services. The precise scope of the Professional Services will be specified in a Statement of Services. customer or any of Customer's Affiliates may enter into Statements of Services under this Amendment with Microsoft's local Affiliates. Microsoft's ability to deliver the Professional Services depends upon Customer's all and timely cooperation, as well as the accuracy and completeness of any information Customer provide his Agreement does not obligate either party or its Aftliates to enter into any Statements of Service

3. Use, ownership, rights and restrictions.
a. Products. Unless otherwise specified in the Enroliment, use of any Product is governed by the Use Rights specific to each Product and version and by the terms of the applicable license agreement !
b. Fixes and Services Deliverables.

1. Fixes, Each Fix is licensed under the same terms as the Product to which It applies. If the Fix is not provided for a specific Product, any use lemms Microsoft provides with the Fix will apply. If no use terms are provided, Cuslomer shall have a non-exclusive, perpalual, fully paid-up license to use and reproduce the Fix solely for its Internal business purposes.

Customer may not modify, change the file name or combine any Fix with any non-Microsof! computer code, except as expressly permilled in the Agreement.

H. Pre-Existing Work. All rights in Pre-Existing Work will remain the sole properly of the party providing the Pre-Exsting Work. Each party may use, reproduce and modify the other party's Pre-Existing Work only as needed to perform obligations related to Professional Services.

Ill. Services Deliverables. Upon payment in full, Microsoft grants Customer a non-exclusive, non-transferable, perpetual license to reproduce, use and modify the Services Dellverables solely for Customer's internal business purposes, subject to the terms and conditions in this Amendment.
iv. Affiliates' rights. Customer may only sublicense its rights in Services Deliverables and Sample Code granted hereunder to its Affiliates, but Customer's Affiliates may not sublicense these rights. Customer is responsible for ensuring its Affiliates' compliance with this Amendment.
c. Non-Microsoft software and technology. Customer is solely responsible for any non-Microsoft d. Sample Code. Upon payment in full, Microsoft grants Customer a non-exclusive, perpetual, non- transferable license to use and modify any Software code provided by Microsoft for the purposes of lustration ("Sample Code") and to reproduce and distribute the object code form of the Sampl lode for Customer's internal business purposes only and not to any unaffiliated third parl AmendmentApp v4.0 CTM-FWK-CTC-AGR BD

g. Supportablilty of Products. statement of Services are lander the terms Set forns at agreement, a separate
http://supporl.microsoft.com or a successor site.

4. Confidentiality. Subject to the requirements of Customer's public records and trade secret laws (if any):
"Confidential Information" is non-public Information that is designated "confidential" or that a reasonable erson should understand is confidential, and the terms of this Amendment. It Includes, but is not limited to non-public informatlon regarding either party's products, features, marketing and promotions, and the Confidential Information does not include information that (a) becomes publicly avallable without a breach of this Amendment, (b) the receiving party received lawfully from another source without a confidentiality obligation, (c) is Independently developed, or (d) is a comment or suggestion volunteered about the other party's business, products or services.

Each parly will take reasonable sleps to protect the other's Confidential Information and will use the other parly's Confidential Information only for purposes of the parties' business relationship. Neither party will disclose that Confidential Information to third parties, except to its employees, Affiliates, contractors, advisors and consultants (colleclively "Representatives") and then only or a need-to-know basis, under non-disclosure obligations at least as protective as this Agreement. Each party remains responsible for he use of the Confidential Information by its Representalives and, in the event of discovery of any unauthorized use or disclosure, must promptly notify the other party.

A parly may disclose the olher party's Confidential information if required by law; but only after it nolifies he other party (if legally permissible) to enable the other party to seek a protective order.

Neither party is required to restrict work assignments of its representalives 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 partles' respective products or services does not create liability under il this Amendment or Trade Secret law, and each parly 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. Customer consents to the processing of personal information by Microsoft and its agents to facilitate the subject matter of this Amendment. Customer will obtain all required consents from third parties (including Customer's contacts, resellers, applicable privat and data prie, tolar fore pros persona information to cross) under b. Personal information collected through Professional Services i) may be transferred, stored and processed in the United States or any other country in which Microsoft or its contractors mainlain facilities and (i) will be subject to the privacy terms specified in the Use Rights. Microsoft will abide by the requirements of European Economic Area and Swiss data protection law regarding the collection, use, transfer, retention and processing of personal data from the European Economic Area and Switzerland
U.S. Export, Microsoft Products, Fixes and Services Deliverables are subject to U.S. export jurisdiction. Customer must comply with all applicable international and national laws, including the U.S. Export Administratlon Regulations, the International Traffic in Arms Regulations, and end-user, end use and destination restrictions by U.S. and olher governments related to Microsoft Products, services, and technologies.

6. Warrantles.

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

a. Limited warranties and remedies - Professional Services. Microsoft warrants that it will perform Professional Services with professional care and skill. If Microsoft fails to do so, and Customer notifies Microsoft within 90 days of the date he Professional Services were performed, then Microsoft will, at its discretion, either re-perform the Professional Services or return the price paid for them. These remedies are Customer's sole remedies for breach of warranties in this section.

Customer waives any breach of warranty claims not made during the warranty period. b. Exclusions. The warranties in this section do not cover problems caused by accident, abuse or use in a manner Inconsistent with this Amendment, including failure to meet minimum system requirements. These warrantles do not apply to free, trial, pre-release or beta Products or to i components of Producls that Customer is permitted to redistribule. DISCLAIMER. Except for the limited warranties above, Microsoft provides no other warranties 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. Defense of third-party claims.

To the extent not prohibited by applicable law, the parties will defend each other against the third-party claims described in this section and will pay the amoun of any resulting adverse linel judgment or approved settlement, but only if the defending party is promptly notifled in writing of the claim and has the right to control the defense and any seltlement of it (subject to (subject to 28 U.S.C. § 516 is Customer is a Federal Government agency). The parly 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. Microsolt will defend Customer against any third-party claim to the extent it alleges that any Fix or Services Deliverable made availeble by Microsoft for a fee and used within the scope of Section 3 of this Amendment (unmodified from the form provided by Microsoft and not combined with anything else misappropriates a trade secret or directly infringes a patent, copyright, or trademark or other proprietary right of a third party. If Microsoft Is unable to resolve a claim of infringement under commercielly reasonable terms, It may, et its option, elther (1) modify or replace the Fix or Services Deliverable with a functional equivalent; or (2) terminate Customer's license and refund any fees paid for such Fixes) and Services Deliverables). Microsoft will not be liable for any claims or demages due to Customer's continued use of a Product, Fix or Services Deliverable after being notified to stop due to e third-party claim. !
b. By Customor. To the extent permitted by applicable law, Customer will defend Microsoft against eny third-parly claim to the extent it alleges that Customer's use of any Fix or Services Deliverable alone or in combination with anything else, violates the law or damages a third party.

Notwilhslanding the foregoing, Microsoft's rights set forth in this section (and the rights of the third party claiming Infringement) shall be governed by the provisions of 28 U.S.C. § 1498, if Customer is a Federal Government agency.

8. Limitations of lability.
ervices, subject to the following
b. Exclusions. In no event will either party be liable for any indirect, incidental, special, of revenue, or interruption of business, foreves cause of of hystery obamation, loss :
• Exceptions. No limitation or exclusions will apply to liability arising out of either party's (1 onfidentiality obligations (except for all liability related to Customer Data, which will remain subjes AmendmentApp 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 property rights.

9. Term and termination. This Amendment will remain in effect until terminated.

Either party may terminate this Amendment at any time without cause by giving the other parly at least 60 calendar days prior writlen notice. Terminating this Amendment will not effect eny existing Statements of Services but will terminate the abilly of the parties to enter into subsequent Statements of Services.

Services, Customer's interests in the Services Deliverables will vest.

10. Miscellaneous.
a. Notices. Nolices must be sent 10 the address on the signature page of this Amendment or on an applicable Statement of Services. All notiçes, authörizations, and requests given or made in connection with this Amendment must be In writing and will be treated as delivered on the date shown on the return receipt or on the courier or fax confirmation of delivery. Microsoft may provide information to Customer about upcoming ordering deadlines, services and subscription information in electronic form, including by email to contacts provided by the Customer. Emails will be trealed as delivered on the transmisslon date.
b. Applicable law; dispute resolution. This Amendment together with the applicable Statement of Services will be governed by the laws set forth in the Agreement. c. Severability. If any provision of this Amendment is held lo be unenforceable, the balance of the Amendment will remain in full force and effect.
d. Waiver. Failure to enforce any provision of this Amendment will not constitute a waiver. Any waiver must be made in writing and signed by an authorized representative of the waiving party.

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 parties are independent contractors. Customer and Microsoft each may develop producis independently withoul using the other's Confidentia Information.
• 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.

No transfer of ownership. Microsoft does not transfer ownership rights in any Product. The Products are protected by copyright and other intellectual property rights, laws and international AmendmentApp v4.0 CTM-FWK-CTC-AGR