Exhibit 2: Riverside Agreement Part 3 — Alameda City Council, April 21, 2026 (part 1 of 2)

Prepared By: Name of Preparer
Email of Preparer
Program SignForm(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.... • 7

2. How the Select Plus License program works.

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

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

5. How to know what Product Use Rights apply ... 4
How to order Product Licenses..... .. 5
Making copies of Products and re-imaging rights. .6
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
any government agency, department, office, instrumentality, division, unit or other entity Supervises ortomg ero etch is tume is a or art of stero in, i) any county, borough, commonwealth, city, municipality, town, township, special purpo strict, or other similar type of governmental instrumentality established by the laws Customer's state and located within Customer's state jurisdiction and geographic boundaries; and
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(iii) any other entity in Customer's state expressly authorized by the laws of Customer's state to purchase under state contracts; provided that a state and its Affiliates shall not, for purposes of this definition, be considered to be Affiliates of the federal government and its Affiliates; and
b. with regard to Microsoft, any legal entity that Microsoft owns, that owns Microsoft, or that is under common ownership with Microsoft
"available" means, with respect to a Product, that Microsoft has made Licenses for that Product available for ordering under a particular licensing program;
"Commercial Product" means any Product Microsoft makes available for license for a fee; "Contractor" means any third party supplier or other provider of computer technology or related services. "Customer" means the entity that has entered into this agreement and its Affiliates; "Customer Data" means all data, including all text, sound, software, or image files that are provided to Microsoft by, or on behalf of, Customer through Customer's use of the Online Services. "Fixes" means Product fixes, modifications or enhancements or their derivatives that Microsoft releases generally (such as Commercial Product service packs);
"License" means Registered Affiliate's right to use the quantity of a Product ordered. For certain Products, a License may be available on a subscription basis ("Subscription License"). Licenses for Online Services will be considered Subscription Licenses under this agreement; "L&SA" means a License and Software Assurance for any Product ordered; "Microsoft" means the Microsoft entity that has entered into this agreement by accepting Customer's registration;
"Order" means the document Customer or Customer's Affiliate submits under this agreement to acquire Licenses or Services;
"Online Services" means the Microsoft-hosted services identified in the Online Services section of the Product List.
"Product" means all software, Online Services and other web-based services, including pre-release or beta versions, identified on the Product List.
"Product List" means, with respect to any licensing program, the statement published by Microsoft from time to time on the World Wide Web at http://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.

Online Services. Online Services are provided as subscription services and are subject to the unique terms set forth in the Product Use Rights and the Product List.

3. How to establish price level.

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

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

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

The ability to run current or later versions of a Product licensed under this agreement could be affected by minimum system requirements or other factors (e.g., hardware or other software). a. General. At any time after their registration has been accepted by Microsoft, a Registered Affiliate may run for its own benefit as many copies as it chooses, of any available Products it chooses, provided that it submits Orders for all copies in the month in which those copies are first run.
b. Use by Affiliates. A Registered Affiliate may sublicense the right to use the Products ordered under this agreement to any of its Affiliates, but Affiliates may not sublicense these rights and their use must be consistent with the License terms contained in this agreement.

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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. (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 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.
f. License confirmation. This agreement, the applicable Order, the Registered Affiliate's Order confirmation, and any documentation evidencing transfers of Licenses, together with proof of payment, will be the Registered Affiliate's evidence of all Licenses obtained under its Order as described in this agreement.
g. Prior version rights. A Registered Affiliate may run prior versions of any Product it Licenses under this agreement. A Registered Affiliate may run different language versions of any Product it Licenses under this agreement, provided that the License, L&SA, or Software Assurance for that different language version is available at the same, or lower price, than the price paid for the language version ordered of the same Product and License type.

How to know what Product Use Rights apply.
a. Product Use Rights. Microsoft publishes Product Use Rights for each version of each version of the Product Use Rights is available at
http://www.microsoft.com/licensing/contracts.
(i) Product Use Rights for current and future versions of Products. The Product Use Rights in effect on the effective date of the agreement will apply to all Registered Affiliates' use of then-current versions of each Product, regardless of the date of the Order. For future versions, the Product Use Rights in effect when those future versions are first released will apply. In both cases, subsequent changes made by Microsoft to the Product Use Rights for a particular version will not apply to Registered Affiliates' use of that version.
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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 b. Reservation of rights. All rights not expressly granted are reserved by Microsoft. In lieu of Customer's obligation to indemnify Microsoft under various provisions of the Product Use Rights, Customer will be responsible for any cost or damages arising from any claim to which Customer's indemnity obligation would otherwise apply.

6. How to order Product Licenses.
a. Placing Orders. Registered Affiliate may purchase Licenses and Online Services Microsoft makes available under this program by placing Orders with Registered Affiliate's authorized Reseller. The price and payment terms for all Orders will be determined by agreement between Registered Affiliate and its Reseller. When placing orders, a Registered Affiliate must specify the country or countries where the Registered Affiliate will use the Licenses.

Microsoft may refuse to accept an Order if Microsoft has a business reason to do so.

Microsoft may change the Products and subscription services available under this program.

When is the Registered Affiliate eligible to order just Software Assurance? A Registered Affiliate may order Software Assurance for copies of a Product, without the need to simultaneously order a new License for those copies, in each of the following circumstances:
(i) Registered Affiliate may order Software Assurance for copies of Products for which the Registered Affiliate has previously obtained perpetual Licenses through Upgrade Advantage, Software Assurance, or any similar upgrade protection, so long as the Order for Software Assurance under this Agreement becomes effective no later than one day following the expiration of that upgrade protection, and (2) Registered Affiliate submits an order for another term of Software Assurance for those Licenses prior to or at the expiration of the previous term.
(ii) During the term of the Agreement (including any renewal term), a Registered Affiliate may be eligible to order Software Assurance for copies of certain Products licensed through retail sources or from an original equipment manufacturer (OE"), 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.

7. Making copies of Products and re-imaging rights.
a. General. The Registered Affiliate may make as many copies of the Products as it needs to distribute them within its organization. Copies must be true and complete (including copyright and trademark notices), from master copies obtained from a Microsoft approved fulfillment source. The Registered Affiliate may use a third party to make these copies, but the Registered Affiliate agrees that it will be responsible for that third party's actions. The Registered Affiliate agrees to use reasonable efforts to make its employees, agents and any other individuals that it allows to use the Products aware that the Products are licensed from Microsoft and can only be transferred subject to the terms of this agreement. b. Copies for training, evaluation, and back-up. The Registered Affiliate may (1) use up to 20 complimentary copies of any Product in a dedicated training facility on its premises, (2) use up to 10 complimentary copies of any Product for a 60-day evaluation period, and (3) use one complimentary copy of any licensed Product for back-up or archival purposes for each of its distinct geographic locations.
c. Right to "re-image." In certain cases, re-imaging is permitted using the volume licensing program Product media. If the Microsoft Products) is licensed (1) from an original equipment manufacturer (OEM), (2) as full packaged Product through a retail source, or (3) under another Microsoft program, then media provided under this agreement may be generally used to create images for use in place of copies provided through that separate source. This right is conditional upon the following:
(i) Separate Licenses must be owned from the source for each Product that is re-imaged. (ii) The Product, language, version and components of the copies made must be identical to the Product, language, version and all components of the copies they replace and the number of copies or instances of the re-imaged Product permitted remains the same. (iii) Except for copies of an operating system and copies of Products licensed under another Microsoft program, the Product type (e.g., upgrade or full License) must be identical to the Product type from the separate source.
(iv) Any Product-specific requirements for re-imaging identified in the Product List. (v) Re-images made under this subsection remain subject to the terms and use rights provided with the License from the separate source. This subsection does not create or extend any warranty or support obligation.

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

Transferring Licenses to third parties. You may transfer fully-paid perpetual Licenses:
(i) if you are an agency of a state or local government to: (a) any other government agency, department, instrumentality, division, unit or other office of your state or local government or with Be under orman argent o that is supervised by or is part of you, or which supervises you or of which you are a part, or which is under common supervision with you; (i) any county, borough, commonwealth, city, municipality, town, township, special purpose district, or other similar type of governmental instrumentality established by the laws of your state and located within SelectPlus2012AgrGov(US)SLG(ENG)(OcL2012) 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, obtained from http://www.microsoft.com/licensing/contracts 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.

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. 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 registrations). 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:"
1) all copies of all Products for which payment has been made in full (including the latest version of Products under Software Assurance coverage), and the number of copies of Products it has ordered (including the latest version of Products under Software Assurance) for which payment has been made in installments that is proportional to the total of payments made versus total amounts due if the early termination had not occurred.

Nothing in this section shall affect perpetual License rights acquired either in a separate agreement or in a prior term of the terminated registration. f. Effect of termination. When this agreement, a registration or an Order is terminated, (i) Each affected Registered Affiliate must order Licenses for all copies of Products it has run for which it has not previously submitted an Order. Except for the options provided above in the event of termination of a Registered Affiliate's registration, any and all unpaid payments or any order of any kind, including subscription services, immediately become due and payable.
(ii) Registered Affiliate's right to Software Assurance benefits under this agreement ends for all Software Assurance for which payment has not been made in full.

10. How to renew an Order.

Microsoft will provide prior notice of expiration of any Software Assurance ordered under the agreement advising Customer of its Software Assurance renewal options. Microsoft may make a change to this program that will make it necessary for Customer to enter into a new agreement to renew Software Assurance.
agreement, Registered Affiliate must submit an Order for another term of Software Assurance for those Licenses prior to or on the expiration of the previous term.

Consequences of non-renewal. If Registered Affiliate elects not to place another Order for Software Assurance and it otherwise allows Software Assurance for any copies of any Products licensed to lapse, then the Registered Affiliate will not be permitted to order Software Assurance for those copies later without first acquiring L&SA.

Renewing Software Assurance. If Registered Affiliate is placing an Order for Software Assurance from multiple Select programs or is consolidating multiple previous Enrollments or agreements into this agreement, please complete the multiple previous Enrollment form.

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11. Restrictions on use.

Registered Affiliate must not:
a. separate and use the components of a Product on two or more computers, upgrade or downgrade components at different times, or transfer components separately, except as provided in the Product Use Rights;
b. reverse engineer, decompile or disassemble any Product or Fix, except where applicable law permits it despite this limitation; or
c. distribute, sublicense, rent, lease, lend, or host any Product or Fix except as permitted by this Agreement, the Product Use Rights, or in a separate written agreement

12. Confidentiality.

To the extent permitted by applicable law, the terms and conditions of this Agreement is confidential.

Neither party will disclose such terms and conditions, or the substance of any discussions that led to them, to any third party other than Affiliates or agents, or to designated or prospective resellers who: (1) have a need to know such information in order to assist in carrying out this agreement; and (2) have been instructed that all such information is to be handled in strict confidence.

What is not included. The following types of information, however marked, are not Confidential Information. Information that:
(i) is, or becomes, publicly available without a breach of this agreement; (ii) was lawfully known to the receiver of the information without an obligation to keep it confidential;
(il) 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.

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

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(ii) Security precautions. Subject to the other terms of this agreement, each party agrees:
1) to take reasonable steps to protect the other's Confidential Information -- these steps must be at least as protective as those the party takes to protect its own Confidential 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.
(ili) Sharing Confidential Information with Affiliates and representatives. 1) A "Representative" is an employee, contractor, advisor, or consultant of one of the parties or of one of the parties Affiliates.
2) Each party may disclose the other's confidential information to its Representatives (who may then disclose that Confidential Information to other of that party's Representatives) only if those Representatives have a need to know about it for purposes of the parties' business relationship with each other. Before doing so, each party must:

A. ensure that Affiliates and Representatives are required to protect the Confidential Information on terms consistent with this agreement; and B. accept responsibility for each Representative's use of Confidential Information. 3) Neither party is required to restrict work assignments of Representatives who have had access to Confidential Information. Neither party can control the incoming information the other will disclose to it in the course of working together, or what that party's Representatives will remember, even without notes or other aids. Each party agrees that use of information in Representatives unaided memories in the development or deployment of the parties' respective products or services does not create liability under this agreement or trade secret law, and each party agrees to limit what it discloses to the other accordingly.
(iv) Disclosing Confidential Information if required to by law. Each party may disclose the other's Confidential Information if required to comply with a court order or other government demand that has the force of law. Before doing so, each party must seek the highest level of protection available and, when possible, give the other enough prior notice to provide a reasonable chance to seek a protective order. d. Length of Confidential Information obligations. Except as permitted above, neither party will use or disclose the other's Confidential Information for five years after it is received. The five-year time period does not apply if applicable law requires a longer period or the Product Use Rights provide a more specific requirement.

13. Warranties.
a. Limited warranty. Microsoft warrants that:
(i) Online Services will perform in accordance with the applicable Service Level Agreement; (ii) Products other than Online Services will perform substantially as described in the applicable Microsoft user documentation; and
b. Limited warranty term. The limited warranty for:
(i) Online Services is for the duration of Customer's use of the Online Service, subject to the notice requirements in the applicable Service Level Agreement; SelectPlus2012AgrGov(US)SLG(ENG/Ocl2012) Page 10 of 16
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(ii) Products other than Online Services is one year from the date Customer first uses the Product; and
c. Limited warranty exclusions. This limited warranty is subject to the following limitations:
(i) any implied warranties, guarantees or conditions not able to be disclaimed as a matter of law last for one year from the start of the limited warranty; (ii) the limited warranty does not cover problems caused by accident, abuse or use in a manner inconsistent with this agreement or the Product Use Rights, or resulting from events beyond Microsoft's reasonable control;
(ili) the limited warranty does not apply to components of Products that Customer is permitted to redistribute;
(iv) the limited warranty does not apply to free, trial, pre-release, or beta products; and (v) the limited warranty does not apply to problems caused by the failure to meet minimum system requirements.
d. Remedies for breach of limited warranty. If Microsoft fails to meet any of the above limited warranties and Customer notifies Microsoft within the warranty term, then Microsoft will:
(i) for Online Services, provide the remedies identified in the Service Level Agreement for the affected Online Service;
(ii) for Products other than Online Services, at its option either (1) return the price paid or (2) repair or replace the Product; and
These are Customer's only remedies for breach of the limited warranty, unless other remedies are required to be provided under applicable law. e. DISCLAIMER OF OTHER WARRANTIES. OTHER THAN THIS LIMITED WARRANTY,

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

WARRANTIES, OR CONDITIONS, INCLUDING WARRANTIES OF MERCHANTABILITY,

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

14. Defense of infringement, misappropriation, and third party claims. a. Microsoft's agreement to protect. Microsoft will defend Enrolled Affiliate against any claims made by an unaffiliated third party that any Product or Fix that is made available by Microsoft for a fee infringes that party's patent, copvrant, or trademark or makes unlawtut 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 which it consents). This Section provides Microsoft's exclusive remedy for these claims.
d. Rights and remedies in case of possible infringement or misappropriation. (i) Microsoft's offerings. If Microsoft reasonably believes that a Product or Fix may infringe or misappropriate a third-party's intellectual property rights, Microsoft will seek to: (1) procure for Enrolled Affiliate the right to continue to use the Product or Fix; or (2) modify or replace it with a functional equivalent to make it non-infringing and notify Enrolled Affiliate to discontinue use of the prior version, which Enrolled Affiliate must do immediately. If the foregoing options are not commercially reasonable for Microsoft, or if required by a valid judicial or government order, Microsoft may terminate Enrolled Affiliate's license or access rights in the Product or Fix. In such a case, Microsoft will provide Enrolled Affiliate with notice and refund any amounts Enrolled Affiliate has paid for those rights to the Product or Fix (or for Online Services, any amount Enrolled Affiliate has paid in advance for unused Online Services).
(ii) Customer Data or use of non-Microsoft software with Online Services. If an unaffiliated third party asserts that Customer Data or non-Microsoft software or technology used by Enrolled Affiliate the Online Services violates their intellectual property rights, Microsoft may ask Customer to remove the allegedly infringing item. If Enrolled Affiliate fails to do so within a reasonable period of time, Microsoft may suspend or terminate the Online Service to which the Customer Data or non-Microsoft software relates.
e. Obligations of protected party. Enrolled Affiliate must notify Microsoft promptly in writing of a claim subject to the Subsection titled "Microsoft's agreement to protect" and Microsoft must notify Enrolled Affiliate promptly in writing of a claim subject to the Subsection titled "Customer's agreement to protect." The party invoking its right to protection must (1) give the other party sole control over the defense or settlement; and (2) provide reasonable assistance in defending the claim. The party providing the protection will reimburse the other party for reasonable out of pocket expenses that it incurs in providing assistance.

15. Limitation of liability.
a. Limitation on liability. To the extent permitted by applicable law, the liability of each party. its Affiliates, and its Contractors arising under this agreement is limited to direct damages up to (1) for Products other than Online Services, the amount Customer paid for the Product giving rise to that liability and (2) for Online Services, the amount Customer was required to pay for the Online Service giving rise to that liability during the prior 12 months. In the case of Products provided free of charge, or code that Customer is authorized to redistribute to third parties without separate payment to Microsoft, Microsoft's liability is limited to U.S.

SelectPlus2012AgrGov(US)SLG(ENG)(Oc12012) Page 12 of 16 Document X20-04874
$5,000. These limitations apply regardless of whether the liability is based on breach of contract, tort (including negligence), strict liability, breach of warranties, or any other legal theory. However, these monetary limitations will not apply to:
(i) Microsoft's and Customer's obligations under the section titled "Defense of infringement, misappropriation, and third party claims";
(ii) liability for damages caused by either party's gross negligence or willful misconduct, or that of its employees or its agents, and awarded by a court of final adjudication (provided that, in jurisdictions that do not recognize a legal distinction between "gross negligence" and "negligence," "gross negligence" as used in this subsection shall mean "recklessness");
(iii) liabilities arising out of any breach by either party of its obligations under the section entitled "Confidentiality", except that Microsoft's liability arising out of or in relation to Customer Data shall in all cases be limited to the amount Customer paid for the Online Service giving rise to that liability during the prior 12 months; (iv) liability for personal injury or death caused by either party's negligence, or that of its employees or agents, or for fraudulent misrepresentation; and (v) violation by either party of the other party's intellectual property rights. b. EXCLUSION OF CERTAIN DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE

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

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

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

PROFITS, REVENUES, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS

INFORMATION ARISING IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED

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

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

CONFIDENTIALITY OBLIGATIONS (EXCEPT TO THE EXTENT THAT SUCH VIOLATION

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

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

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)(Ocl2012) Page 13 of 16 Document X20-04874
unlicensed use, Microsoft will not undertake another verification of the same Customer for at least one year. By exercising the rights and procedures described above, Microsoft does not waive its rights to enforce this agreement or to protect its intellectual property by any other means permitted by law.

17. Non-Microsoft Software or Technology.
a. Registered Affiliate is solely responsible for any non-Microsoft software or technology that it installs or uses with the Products or Fixes. Microsoft is not a party to and is not bound by any terms governing Enrolls use of non-Microsoft software or technology. Without limiting the foregoing, non-Microsoft software or scripts linked to or referenced from any Product website, are licensed to Registered Affiliate under the open source licenses used by the third parties b. If Registered Affiliate installs or uses any non-Microsoft software or technology with the Products or Fixes, it directs and controls the installation in and use of such software or technology in the Products or Fixes, through its actions (e.g., through Registered Affiliate's use of application programming interfaces and other technical means that are part of the Online Services). Microsoft will not run or make any copies of such non-Microsoft software or technology outside of its relationship with Registered Affiliate. c. If Registered Affiliate installs or uses any non-Microsoft software or technology with the Products or Fix, it may not do so in any way that would subject Microsoft's intellectual property or technology to obligations beyond those included in the agreement.

18. Miscellaneous.
a. Notices to Microsoft. Notices, authorizations, and requests in connection with this agreement must be sent by regular or overnight mail, express courier, or fax to the addresses and numbers listed in this agreement. Notices will be treated as delivered on the date shown on the return receipt or on the courier or fax confirmation of delivery.

Copies should be sent to:

Microsoft Corporation
Legal and Corporate Affairs
Volume Licensing Group
One Microsoft Way
Redmond, WA 98052
USA
Via Facsimile: (425) 936-7329
Assignment. Either party may assign this agreement to an Affiliate only. Assignment will not relieve the assigning party of its obligations under the assigned agreement. If either party assigns this agreement, it must notify the other party of the assignment in writing. c. Subcontractors. Microsoft may use contractors to perform Services and support Online Services. Microsoft will be responsible for their performance subject to the terms of this agreement.
d. Severability. If a court holds any provision of this agreement to be illegal, invalid or unenforceable, the rest of the document will remain in effect and this agreement will be amended to give effect to the eliminated provision to the maximum extent possible. e. Waiver. A waiver of any breach of this agreement is not a waiver of any other breach. Any waiver must be in writing and signed by an authorized representative of the waiving party.

SelectPlus2012AgrGov(US)SLG(ENG)(Oc12012) 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. i. 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. copyright and other intellectual property rights laws and international treaties. k. Free Products. It is Microsoft's intent that the terms of this agreement and the Product Use Rights be in compliance with all applicable federal law and regulations. Any free Product provided to Registered Affiliate is for the sole use and benefit of the Registered Affiliate, and is not provided for use by or personal benefit of any specific government employee.

I. Amending the agreement. This agreement (except the Product List and the Product Use Rights) can be changed only by an amendment signed by both parties. m. Resellers and other third parties cannot bind Microsoft. Resellers and other third parties do not have authority to bind or impose any obligation or liability on Microsoft. n. Privacy and Security. Microsoft and Enrolled Affiliate will each comply with all applicable privacy and data protection laws and regulations (including applicable security breach notification law). However, Microsoft is not responsible for compliance with any laws applicable to Enrolled Affiliate or Enrolled Affiliate's industry that are not also generally applicable to information technology services providers. Enrolled Affiliate consents to the processing of personal information by Microsoft and its agents to facilitate the subject matter catastr, and eraser as part is gent Encil lie it lan on, 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 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 ountry in which Microsoft or its service providers maintain facilities. By using the Product:
r Services. Customer consents to the foregoing. Microsoft abides by the EU Safe Harbo 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)(Ocl2012) Page 16 of 16 Document X20-04874
Microsoft Licensing, GP Document Summary Form
* This is for informational purposes only *
MSE#: 3-0000003183189
(MSLI
Numbers
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.

ProgramMersio
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
Ha Microsoft Volume Licensing
Program Signature Form
MBAMBSA number Proposal ID
Agreement number 7756479
nure be indicated hare, brister below an esciled with the documents below. Microsor raquires the asociated active Forte, laoss. rite par ermeng can elite sensing program gre flate. Govement Customar and the Micron aritate dring as die et it te tale ele are entered into been the Contract Document Number or Code
Select Plus Agreement X20-04874
<Choose Agreements 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 Enroliment/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 fogal entity name)* County of Riverside Signature* _
Printed First and Last Nabe" Ines Mark
Printed Title* Procurement Contract Specialist
Signature Date* 07/17/2013
Tax ID 95-6000930 FORM APPROVED COUNTY COUNSE 07 17
* indicates required field BY ANIS
DATE
ProgramSignFom(MSSign)(NA,LatAm)ExBRA,MLI(ENG)(Oct2012) Page 1 of 3 Microsoft Affiliate
Microsoft Licensing, GP
Signature - Microsoft
Printed First and Last Name Microsoft Licensing, GP
Printed Title JUL 23 2013
Signature Date
(date Microsoft Affliate countersigns) Anthony Dulanes
July Authorized on betratt o
Effective Date • Microsoft Licensing, GP
a be on an Microso signature del /1/20134
Optional 2º 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 Tile"
Signature Date*
" indicates required field
in Cue the prope home media nature contacts, or is reporting multiple previous Enoliments, After this signature form is signed by the Customer, send it and the Contract Documents to Customer's The signature form is tily oxecuted by Microof, Customer wil receive a co themation copydress. when Microsoft Licensing, GP
Dept. 551, Volume Licensing
6100 Neil Road, Suite 210
Reno, Nevada 89511-1137
USA
ProgramSignFom (MSSign)(NA,LatAm)ExBRA,MLI/ENGXO@12012) Page 2 of 3 Prepared By: Name of Preparer
Email of Preparer
ProgramSignForm(MSSign)(NA,LalAm)ExBRA,MLI(ENG)(Oct2012) Page 3 of 3 - =™ — =. - = = .-
Volume Licensing
Program Signature Form
MAJMBSA number RIVCO-8084445-M-
AMD2
Agreement number 8084445
so Feder the apie eat me is edit the documents below. Mics requires the For the purposes of this form, "Customer" can mean the signing entily, Enrolled Affliate, Sovernment Pariner, Institution, or other parly entering into a volume licensing program agreement This signature form and all contract documents identified in the table below are entered into between the Customer and the Microsoft Affillate signing, as of the effective date Identified below.

Contract Document Number or Code
‹Choose Agreement>
‹Choose Agreement>
<Choose Agreement>
‹Choose Agreement>
<Choose Agreement
<Choose Enrollment Registration>
‹Choose Enrollment/Registration>
‹Choose Enrollment/Registration>
<Choose Enrollment/Registration>
‹Choose Enrollment/Registratlon>
Amendment to Contract Documents CTM-FWK-CTC-AGR (8084445) By signing below, Customer and the Microsoft Affiliate agree that both parlies (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
lame of Entity (must be legat entity name)* County of Riversid Signature (chefto
FORM APPROVED COUNTY COUNSEL And THe SE PROC RENARD RHA SPECIALIST Signature Date* 01/30 / 2020
Tax ID
• Indicates required field
ProgramSignForm(MSSign)(NA,LatAm)ExBRA(ENG)(Oc12019) Page 1 of 2 Document X20-12845 i
Microsoft Affiliate
Microsoft Corporation
Signature
Printed First and Last Name
Microsoft Corporation
Printed Title
Sia tre file countersins) JAN 2:9' 2020
Shirley Snyder
(may eaten han roofs signaluda dale MAcrosoft Corporation Duly Authorized on behalf of Optlonal 2°d Customer signature or Outsourcer signature (If applicable) Customer
Name of Entity (must be legal entity name)*
Signature*
Printed First and Last Namo*
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 field
If Customer regures additional contacts or is reporting multiple previous Enrollments, include thi appropriate forms) with this signature form.
channel pather or roof acoly manage, who must submit them to the Poling to Mar he signature form is fully execuled by Microsoft, Customer will recelve a confirmation copy licrosoft Corporatio:
lept. 551, Volume Licensin:
6100 Neil Road, Suile 210
Reno, Nevada 89511-1137
USA
ProgramSignForm(MSSign)(NA, LatAm)ExBRA(ENG)(Oct2019) Page 2 of 2 Document X20-12845
!
Mit hawai Volume Licensing
Amendment to Contract Documents
Agreement Number 8084445 RIVCO-8084445-M-
AMD2
This amendment ("Amendment") is entered into between the parties identified on the attached program signature form. It amends the Enrollment or Agreement Identifled above. All terms used but not defined in this Amendment will have the same meanings provided in that Enrollment or Agreement.

Microsoft Services Amendment to the Enterprise Enrollment Federal, State and Local Government & Public Educational Institutions Enrolled Affiliate is ordering Professional Services described in the attached Statement of Services (So that the Enlien is ardended to ad the toiling as that hal apply in he series 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; * Mirer Dyla menal do a incur a l At, les come in i prides as that are provided "day" means a calendar day, except references that specity "business day"; "Fix" or "Fixes" means Product fixes, modifications, enhancements, or their derivatives, that Microsoft eithe releases generally (such as Product service packs) or that Microsoft provides to Customer when performing (es, Beta axes and beta burs a specic issue (including, but not limited to, workarounds, patches, bug "Microsoft" means the Microsoft Affiliate that has entered Into the Agreement and its Affiliates, as appropriate;
"Pre-Existing Work" means any computer code or materials developed or otherwise obtained Independently of the efforts of a party under a Statement of Services *Professlonal Services" means all Product support services and Microsoft consulting services o 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; i
Statement of Services" means any work orders, services descriptions, or other description of Professional Services that incorporates this Amendment
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"Trade Secret" means information that is not generally known or readily ascertainable to the public, has es earl, value os a resul, end has been subject to reasonable steps under the circumstances to maintain "use" or "run" means to copy, Install, use, access, display, run or otherwise interact with; "Volume Licensing Site" means http://www.microsolt.com/liceusiny/contracts or a successor sile.

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

This A remen de not else alter ely a lie is nary statement of nees.

3. Use, ownership, rights and restrictions.
* Penis specie to each Producial elim and by the term of an electe one green e 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 terms Microsoft provides with the Fix will reproduce the Fix solelv for its interna business purpose:

Computer code, exceptil charge the limited in the bine mer Fix wilh any non-Microso!

11. Pre-Existing Work. All rights in Pre-Existing Work will remain the sole property of the party providing tha Pre-Existing Work. Each party may use, reproduce and modify the other parly's Pre-Existing Work only es needed to perform obligations related to Professional Services.

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, subjact to the terms and conditions in this Amendment.

Non-Microsoft software and technology, Customer is solely responsible for any non-Microso! software or technology that Customer installs or uses with the Products, Fixes or Service Deliverables. Customer may not install or use non-Microsoft software or technology in any way that would subject Microsoft's intellectual property or technology to obligations beyond those included in this Amendment.
d. Sample Code. Upon payment in full, Microsoft grants Customer a non-exclusive, perpetual, non- transferable license to use and modify any Software code provided by Microsoft for the purposes of illustration ("Sample Code") and to reproduce and distribute the object code form of the Sample Code for Customer's internal business purposes only and not to any unaffiliated third parly. e. Restrictions on use. Customer must not (and 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 technology in eny way that would subject Microsoft's intellectual properly or technology to any other license terms; or (3) work around any technical limitations in a Product, Fix or Services Deliverable or restrictions in Product documentation. Except as expressly permitted in this Amendment or a Statement of Services, Customer must not distribute, sublicense, rent, lease or lend any Product, Fix or Service Deliverable, in whole or in part, or use them to offer hosting services to a third party.

AmendmentApp v4,0 CTM-FWK-CTG-AGR BD

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Reservation of Rights. Products, Fixes, and Service Deliverables are prolected by copyright and other Intellectual properly rights laws and international treatles. Microsoft reserves all rights no axpressly granted in this Agreement. No rights will be granted or implied by waiver or estoppel separale Statement
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' it non-public Information that Is designated "confidential" or that a reasonable person should understand is confidentlal, and the terms of this Amendment. It includes, but is not limited to non-public information regarding either party's products, features, marketing and promotions, and the negotiated terms of any Statement of Services.

Confidential Information does not include Information that (a) becomes publicly availeble without a breach of his Amendment, (b) the receiving party received lawfully from another source without a confidentialit bligation, (c) is Independently developed, or (d) is a comment or suggestion volunteered about the othe party's business, products or services.

Each parly will take reasonable steps 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 parly will disclose that Confidential Information to third parties, except to its employees, Affliates, 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 Confidential Information by ils Representatives and, in the event of discovery of any unauthorized use or disclosure, must promptly nolify the other parly.

A parly may disclose the other parly's Confidential 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 Confidentlal Informalion. Each parly agrees Ihat use of information In representatives' unalded memories in the development or deployment of the parties' respective products or services does not create liability under 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 yeats after the confidential information is received

5. Compliance with applicable laws, privacy end security. a. Customer consents to the processing of personal information by Microsoft and its agents to facililate the subject matter of this Amendment. Customer will obtain ell required consents from third partles (including Customer's contacts, resellers, distributors, administrators, and employees) under applicable privacy and data protection law before providing personal information to Microsoft.

Area and Switzerland.
services, and technologles.

6. Warrantles.

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a. Limited warrantles and remedies - Profess/onal Services. Microsoft warrants that it will perform Professional Services with professional care and skill. If Microsoft fails lo do so, and Customer notifies Microsoft within 90 days of the date lhe Professional Services were performed, then Microsoft will, at Its discretlon, elther re-perform the Professional Services of return the price pald for them. These remedies are Customer's sole remedies for breach of warrantles in this seclion.

Customer waives any breach of warranly claims not made during the warranty period. b. Exclusions. The warranties in this section do not cover problems caused by accident, abuse or use in a manner inconsistent with this Amendment, including failure to meet minimum system requirements. These warranties do not apply to free, trial, pre-release or beta Products or to components of Products that Customer is permitted to redistribute, DISCLAIMER. Except for the ! limited warrantles above, Microsoft provides no other warrantles or conditions and disclalms any other express, implied or statutory warranties, Including warranties of quality, merchantability, fitness for a particular purpose, title and non-infringement.

7. Defense of third-party claims.

To the extent not prohibiled by applicable law, the parties will delend each other against the third-party claims described in this section and will pay the amount of any resulting adverse Inal judgment or approved selllement, but only if the defending party is promptly notifled in writing of the claim and has the right to control the defense and any settlement of it (subject lo (subject to 28 U.S.C. § 516 is Customer is a Federal Government agency). The party being deferded must provide the defending parly with all requested assistance, Information and authority. Tha defending parly will reimbursa the other party for reasonable out- of-pocret expenses it Incurs In providing assistance. This section descrlbes the parlies' sole remedies and entire liability for such claims.

By Microsoft. Microsoft will defend Customer against any third-party claim to the extent it alleges that any Fix or Services Deliverable made available by Microsoft for a fee and used within the scope of Section 3 of this Amendment (unmodified from the form provided by Microsoft and not combined with anylhing else) misappropriates a trade secret or directly intringes a patent, copyrighi, or trademark or other proprietary right of a third perty. If Microsoft Is unable to resolve a claim of Infringement under commercially reasonable terms, It may, at its option, either (1) modify or replace the Fix or Services Deliverable with a functional equivalent; or (2) terminate Customer's license and refund any fees pald for such Fixes) and Services Deliverable(s). Microsoft will not be flable for any clalms or damages due to Customer's continued use of a Product, Fix or Services Deliverable after being nolified to stop due to a third-parly claim. b. By Customer. To the exlent permitted by applicable law, Customer will defend Microsoft against any third-party claim lo 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.

G. Notwithstanding 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,

3. Limitations of lability.

Each party's maximum, aggregate liability to the other is limited to direct damages finally awarded ir an amount not to exceed the amounts Customer was required to pay for the applicable Statement o Services, subject to the following.

Exceptions. No limitation or exclusions lll apply to liabilily arising out of elther party's ( onfidentiality obligations (except for all lability related to Customer Data, which will remain subje AmendmentApp v4,0 CTM-FWS-CTC-AGR BD

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:
lo the limitations and exclusions above); (2) defense obligations; or (3) violation of the other party's Intellectual property rights.

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

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

Customer may tarminate a Statement of Services upon 30 days' nolice. Either party to the Slatement of Services may terminate it if the other party is in material breach or default of any obligation that is not cured 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 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.

1. Waiver. Failure to enforce any provision of this Amendment will not constitute a waiver. Any waive nust be made in wriling and signed by an authorized representative of the waiving parly e. Survival. All provisions survive termination or expiration of this Amendment, except those requiring performance only during the term of a Statement of Services. • Microsoft as independent contractor. The parlies are independent contractors. Customer an nicrosoft oach may dovelop producs Independenily without using the other's Confidenti Information.
g. Use of contractors. Microsoft may use contractors to perform Professional Services but will be responsible for their performance subject to the terms of this Amendment.

4. Insurance while performing Professional Services on Customer's premises. Microsoft wil naintain Industry-appropriate insurance coverage at all times when performing Professiona or any other similar is inaning alternalive, crost i prod Customer wish evidence of coverage on request
i. Amendments. Any modification to this Amendment must be executed by both parties, except tha licrosoft may change the Product Terms and Use Rights in accordance with the terms of th Any additional or conflicting terms and conditions conta/ned in Customer's purchas der are expressly rejected and will not apply
). Vo transfer of ownership. Microsoft does not transfer ownership rights in any Product. The roducts are protected by copyright and olher intellectual proparty rights, laws and internationa treaties.

AmendmentApp v4.0 CTM-FWK-CTC-AGR

Page 5 ends

K. Professional Services payment terms. Customer agrees to pay all fees In a Statement of Services within 30 days of the date of Microsoft's involce unless the Statement of Services provides otherwise.

Microsoft may assess a finance charge of the lesser of 18% per annum, accrued, calculated and payable monthly or the highest amount allowed by law on all past due amounts due to Microsoft.

Microsoft will have no obligation to continue to provide Professional Services If Customer fails to make timely payment.

Taxes. If any amounts are to be paid to Microsoft, the amounts owed are exclusive of any taxes. Customer shall pay all value added, goods and services, sales, gross receipts or other transaction taxes, fees, charges or surcharges or other similar taxes, chares or fees or any regulatory cost recovery and other surcharges that are owed under this Amendment and which Microsoft is permitted to collect from Customer. Customer shall also be responsible for an applicable stamp laxes and for all other taxes that It is legally obligated to pay, Including any taxes that arise on the distribution of provision of Professional Services by Customer to its Affiliates. Microsoft shall be responsible for payment of all taxes based upon its net income, gross receipts taxes imposed in lieu of laxes on Income or profils, or taxes on Microsoft's property ownership.

If any taxes are required to be withheld on payments made to Microsoft, Customer may deduct such m. No third-party beneficiaries. This Amendment does not create and third-party beneficiary rights. except for changes made by this Amendment, the Enrollment or Agreement identified above remain. inchanged and in full force and effect. If there is any conflict between any provision in this Amendmen and any provision in the Enrollment or Agreement identified above, this Amendment shall control.

This Amendment must be attached to a signature form to be valid.

Microsoft Internal Use Only:

Consulting Services Amendment for EA CT
Attach.doc
AmendmentApp y4.0 CTM-FWK-CTC-AGR BD

Page 6 of 6 ends

AGREEMENT # ITARC-00934

LICENSED SUPPORT PROVIDER (LSP)
AGREEMENT No. ITARC-00934
For

MICROSOFT PRODUCTS AND SERVICES
UNDER MICROSOFT EA NO. 8084445

BETWEEN

COUNTY OF RIVERSIDE
And
DELL MARKETING, L.P.

This Agreement is entered between the COUNTY OF RIVERSIDE, a political subdivision of the State of California, (herein referred to as "COUNTY"), and Dell Marketing, L.P., A Texas Limited Partnership 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:

LSP's sale and County's use of the Microsoft Software and Online Services performed by Microsoft shall be subject to the terms and conditions set forth in the Microsoft Enterprise Agreement (8084445) between the County and Microsoft. LSP shall not be responsible or liable for Microsoft's performance of its obligations under the Enterprise Agreement.

2. Period of Performance:

This Agreement shall be effective from November 01.2024 and continues in effect through October 31, 2027, with the option to renew for an additional three-year period expiring on October 31, 2030. with no obligation by the County of Riverside to purchase any specified amount of goods or services.

In addition, the County may at any time choose to transfer the enrollment from one LSP to another LSP pursuant to the transfer terms set by Microsoft.

The period of performance for the enrollment with the LSP may be for up to a three-year term with the option to renew the enrollments with contracted LSP through the LSP contract expiration date.

3. Compensation
The COUNTY shail 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 he made. and invoices shall be rendered "monthly" in arrears. In the State of California, Government agencies are not allowed to pay excess interest and late charges, per Government Codes. 1 Revision 1/06/2021
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AGREEMENT # ITARC-00934
Section 926.10. No legal liability on the part of the COUNTY shall arise for payment beyond June 30 of each calendar year unless funds are made available for such payment. In the event that such funds are not forthcoming for any reason. COUNTY shall immediately notify CONTRACTOR in writing; and this Agreement shall be deemed terminated. have no further force, and effect.

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 If the LSP is in default. 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 after 30 days after written notice is given. The County may terminate this agreement for Cause. In the event of such termination. the County may proceed with the work in any manner deemed proper hy 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 inahility for any reason whatsoever to perform the terms of this Agreement.

6. Alteration or Changes to the Agreement
The Board of Supervisors and the County Purchasing Agent and/or his designee is the only authorized County representatives who may at any time, by written order. alter this Agreement. If 2 Revision 1/06/2021
AGREEMENT #ITARC-00934
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.

7. Notices
All correspondence and notices required or contemplated by this Agreement shall be delivered to the respective parties at the addresses set forth below and are deemed submitted two days after their deposit in the United States mail, postage prepaid:

COUNTY LSP
Riverside County Information Technology Dell Marketing, L.P.

Attn: Procurement Contract Specialist Attn: Sarina Konnoff 3450 14'h Street One Dell Way
Riverside, CA 92501 Round Rock, TX 78682
[email protected]
[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 California. Policy shall include Employers' Liability (Coverage B) including Occupational Disease with limits not less than $1.000.000 per person per accident. The policy shall be endorsed to waive subrogation in favor of The County of Riverside. Policy shall name the COUNTY as Additional Insureds.

B. Commercial General Liability:

Commercial General Liability insurance coverage, including but not limited to. premises liability. unmodified contractual liability, products and completed operations liability. personal and advertising injury, and cross liability coverage, covering claims which may arise from or out of LSP'S performance of its obligations hereunder. Policy shall name the COUNTY as Additional Insured. Policy's limit of liability shall not be less than $2.000.000 per occurrence combined single limit. If such insurance contains a general aggregate limit. it shall apply separately to this agreement 3 Revision 1/06/2021
AGREEMENT # ITARC-00934
or be no less than two (2) times the occurrence limit. Policy shall name the COUNTY as Additional Insureds.

C. Insurance Requirements for IT Contractor Services:

LSP shall procure and maintain for the duration of the contract insurance against claims for injuries to person or damages to property which may arise from or in connection with the performance of 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 10 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. 4 Revision 1/06/2021
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3) LSP shall cause LSP'S insurance carrier(s) to furnish the County of Riverside with either 1) a properly executed original Certificate(s) of Insurance and certified original copies of Endorsements effecting coverage as required herein, and 2) if requested to do so orally or in writing by the County Risk Manager, provide original Certified copies of policies including all Endorsements and all attachments thereto, showing such insurance is in full force and effect. Further, said Certificate(s) and policies of insurance shall contain the covenant of the insurance carrier(s) that a minimum of thirty (30) days written notice shall be given to the County of Riverside prior to any material modification. cancellation, expiration or reduction in coverage of such insurance. If LSP insurance carriers) policies does not meet the minimum notice requirement found herein, LSP shall cause LSP's insurance carriers) to furnish a 30 day Notice of Cancellation Endorsement. 4) In the event of a material modification, cancellation, expiration, or reduction in coverage, this Agreement shall terminate forthwith, unless the County of Riverside receives, prior to such effective date, another properly executed original Certificate of Insurance and original copies of endorsements or certified original policies, including all endorsements and attachments thereto evidencing coverage's set forth herein and the insurance required herein is in full force and effect. LSP shall not commence operations until the COUNTY has been furnished original Certificate (s) of Insurance and certified original copies of endorsements and if requested, certified original policies of insurance including all endorsements and any and all other attachments as required in this Section. An individual authorized by the insurance carrier to do so on its behalf shall sign the original endorsements for each policy and the Certificate of Insurance.

It is understood and agreed to by the parties hereto that the LSP's insurance shall be construcd 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.

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 materia! change in the equipment to be used in the performance of the scope of work: or. the term of this Agreement. including any extensions thereof. exceeds five (5) years; the COUNTY reserves the right to adjust the types of insurance and the monetary limits of liability required under this Agreement, if in the County Risk Management's reasonable judgment, the amount or type of insurance carried by the LSP has become inadequate.
7) LSP shall pass down the insurance obligations contained herein to all tiers of subcontractors working under this Agreement.
8) The insurance requirements contained in this Agreement may be met with a programs) of self-insurance acceptable to the COUNTY.
9) LSP agrees to notify COUNTY of any claim by a third party or any incident or event that may give rise to a claim arising from the performance of this Agreement 5 Revision 1/06/2021
AGREEMENT # ITARC-00934

9. General:

9.1 This Agreement, including any attachments or exhibits, constitutes the entire agreement of the parlies with respect to its subject matter and supersedes all prior and contemporaneous representations, proposals. discussions and communications, whether oral or in writing. This Agreement may be changed or modified only by a written amendment signed by authorized representatives of both parties.

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

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

Exhibit A: Scope and pricing.

Exhibit B: LSP Reporting of Active Enrollments.

Exhibit C: Microsoft LSP Participation Form.

Exhibit D: Microsoft EA Benefits for Government Agencies.

Exhibit E: Microsoft Enterprise Agreements and Amendments.

El) Microsoft Enterprise Agreement No. 8084445.

E2) Microsoft Select Plus Agreement No. 7756479.

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

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

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

The CUETA authorizes use of an electronic signature for transactions and contracts among parties Revision 1/06/2021
AGREEMENT # ITARC-00934
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.

IN WITNESS WHEREOF, the Parties hereto have caused their duly authorized representatives to execute this Agreement.

COUNTY OF RIVERSIDE, a political DELL MARKETING, L.P., A Texas Limited subdivision of the State of California Partnership authorized to conduct business in the State of California
Chuck Wat By: Kaffenne Bostilla
By:

Chuck Washington Name: Katherine Castillo
Chair of the Board of Supervisors Title: Paralegal Advisor Dated: 9/10/2024 Dated: .07/16/2024
ATTEST:

Kimberly Rector
Clerk of the Board
ву: расти.

AS TO FORM:

Minh C. Tran
County Counsel
Paula
Deputy County Counsel
Dated: 7/22/2024
7 RevIsion 1/06/2021
!
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AGREEMENT # ITARC-00934
Exhibit A
Scope and pricing
LSP's Scope and responsibilities

1. The Licensed Support Provider (LSP) will resell all available Microsoft Licensed Support Provider (LSP) for Microsoft Master Microsoft Enterprise Agreement No. 8084445; Software Licensing.

Software Support, Cloud Services such as Azure. Industry Solutions Delivery (ISD) formerly Microsoft Consulting Services (MCS), Microsoft Unified Support and Microsoft incident response. Microsoft Select Plus Agreement No. 7756479.

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

3. The ISP agrees to extend the same pricing, similar 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 I.SP for other entities' purchases.

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

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

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

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

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

9. The LSP will provide, at the Enrolled Affiliate's request, a licensing portal that allows the tracking of licenses beyond the capabilities of the Microsoft VLSC. This portal will show. but not be limited to. all licenses on the current enrollment, quantities of said licenses, track licenses at department/agency levels, transfer licenses to and from each department/agency, and have reporting functionalities. 8 Revisson 1/06/2021
AGREEMENT # ITARC-00934

10. The LSP will provide training to the Enrolled Affiliate's Microsoft administrators on Microsoft portals such as the VLSC, Office 365, Azure, etc. within 30 days of receiving a purchase order for such products that introduce a new portal. LSP should outline what aspects of training they feel would be beneficial in their proposal.

11. The LSP will provide documentation to the Enrolled Affiliate within 90 days of when Microsoft has made a change to a license and advise of any grandfather or conversion rights within that same timeframe.

12. The LSP will provide a short synopsis of why an amendment is needed and the ramification of each amendment to an enrollment at the time of such amendment.

13. The LSP will provide an updated price list on an annual basis or when Microsoft changes price point. whichever is sooner, in an Excel spreadsheet to the Enrolled Affiliate. This price list must capture, at minimum, the following categories for each product: SKU, product description, MSRP, NET (Level D). LSP's uplift and contracted unit price.

14. The LSP shall provide a list of enrollments. The list of enrollments is due 30 days after the contract signature and on January 15th of each calendar year during the agreement period. This list will include the agency name, contact person, email and phone number and annual spend. The intent of this is to track how many agencies within the State of California piggyback off of the Master Agreement.

15. 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 payment includes Software Licensing, Software Support, Cloud Services such as Azure, Industry Solutions Delivery (ISD), Microsoft Consulting Services (MCS), Microsoft Unified Support and Microsoft incident response. 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 servieing LSP shall provide services to include Microsoft Unified. Industry Solutions Delivery (ISD), and Microsoft incident response. The Servicing LSP will have a valid Microsoft Master Services Agreement on file with Microsoft in order to resell Microsoft Unified Support, and Industry Solutions Delivery (ISD). Additionally, the contractor shall provide Microsoft dedicated Technical Support representatives and subject matter experts provided via the Microsoft enterprise agreement to support and assist Riverside County master participants in analyzing. architecting. implementing. managing, and operating solutions based on the licenses previously acquired or to be purchased in accordance with the terms of the Microsoft enterprise licensing program.
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AGREEMENT # ITARC-00934

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
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Pricing:

1. Microsoft Enterprise License Subscription and services Item Description
Price Level Markup %
Enterprise Online Services** (including Full USLs, From SA 4.00 USLs, Add-ons and Step Ups) M365 E3 and E5. Enterprise
Level D
Mobility + Security E3 and ES, Office 365 Enterprise El or E3. Windows 10 Enterprise E3 or E5.

Enterprise Products (Office 365 Pro Plus. Windows 10 4.00 Level D
Enterprise, Core CAL Suite, Enterprise CAL Suite).

Additional Products (M365 F1, M365 ES Compliance. M365 4.00 ES Security, Office 365 Enterprise F1, Project Online, Visio Level D Online Plan 1 or Plan 2, Dynamics 365. Azure, SQL Server, Windows Server, etc).

Server and Tools Product (applies to Server and Cloud 4.00 Enrollments only) SharePoint Server, SQL Server. BizTalk Level D Server, Visual Studio. Core Infrastructure Suites, etc.

All products for Select Plus Agreement No.7756479. 4.00 Microsoft Unified Support Services 4.00
Microsoft Consulting Services 4.00
Microsoft Incident Response 4.00

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

Customer
Solution Area Specific Capability Number Reference?
Size
Number of successful customer production mail 100+ 10,000+ Yes deployments/migrations?
Number of successful customer production SharePoint 100+ 10,000+ Yes deployments/migrations?
Number of successful customer production Teams 100+ 10,000+ Yes deployments/migrations?
100+ 10,000+ Yes
Nice drof synes a minationduction Teams
Number of people with specialized expertise on 200+
technologies listed above
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AGREEMENT # ITARC-00934

3. License Support Provider (LSP) service rates:

Certified Competency (Yes/No) Hourly Rate (On
Data and Artificial Intelligent Premise)
Build Intelligent Apps Yes $50 - $475
Build Intelligent Agents Yes $50 - $475
Machine Learning Yes $50 - $475
Internet of Things Yes $50 - $475
Globally distributed data Yes $50 - $475
OSS Databases Yes $50 - $475
Cloud Scale Analytics Yes $50 - $475
Data Platform Modernization to Azure Yes $50 - $475
Windows Server on Azure Yes $50 - $475
Security & Management Yes $50 - $475
Datacenter Migration Yes $50 - $475
Modern Business Intelligence Yes $50 - $475
Copilot Yes $50 - $475
Biz Apps
Customer Service Yes $50 - $475
Field Service Yes $50 - $475
Marketing Yes $50 - $475
Talent Yes $50 - $475
Finance and Operations Yes $50 - $475
Business Central Yes $50 - $475
Power Apps Yes $50 - $475
Power BI Yes $50 - $475
Apps and Infrastructure
Azure Stack Yes $50 - $475
High Performance Compute Yes $50 - $475
Cloud Native Apps using Serverless Yes $50 - $475
Modernize Apps Yes $50 - $475
SAP on Azure No NA
Linux on Azure Yes $50 - $475
Dev Ops Yes $50 - $475
Business Continuity & Disaster Recovery Yes $50 - $475
Windows Server on Azure Yes $50 - $475
Security & Management Yes $50 - $475
Datacenter Migration Yes $50 - $475
Modern Workplace
User Adoption & Change Management Yes $50 - $475
Security Yes $50 - $475
GDPR & Compliance Yes $50 - $475
Teamwork Yes $50 - S475
Calling & Meetings Yes $50 - $475
Modern Desktop Yes $50 - $475
Office 365 Migration Assistance Yes $50 - $475
Mail Yes $50 - $475
Teams Yes $50 - $475
SharePoint Yes $50 - $475
OneDrive Yes $50 - $475
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AGREEMENT # ITARC-00934
Exhibit B

LSP REPORTING OF ACTIVE ENROLLMENTS
MICROSOFT ENTERPRISE AGREEMENT No. 8084445
LSP Name Company name
RIVCO
Contract ID | 1BD
Annual
Sales Enrollment
Reporting
Master Enrollment, Enrollment Start End Term: Enrollment Contact Enrollment Number: Date: Date: Calendar Contact: Email: Contact Tel:

Enrollment Entity: Year
County of XX/XX/ xx/xx
Riverside XXXX 1XXXX John Doe
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AGREEMENT # ITARC-00934
Exhibit C

MICROSOFT LSP PARTICIPATION FORM
DelGa guttgommunicat on - Confidentiai
Chief Information Officer ARTIN PEREZ, ACK
interprise Applications Burea

DARRYL POLK
Chief Technology Officer

TRACY TILLMAN ACIT
Deputy Director Acmin - IT

ANTHONY CHOGYOJI CARAN CHANDRAN, ACK
Chief Information Security Officer echnology Services Burea Microsoft LSP Participation Forn
(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: [email protected] Riverside, CA 92501
County of Riverside TIN #. 95-6030930
Company Name: Dell Marketing, L.P
Name: Sarina Konnoff Title: Proposal Manager
Address: One Dell Way
City: Round Rock, TX Zip Code: 78682 _Telephone #: 925-200-8506 Fax #: N/A Email: [email protected]
The County of Riverside is the host of the Microsoft Master Agreement No. 8064445. All Questions regarding the products and licensing should be directed to Microsoft.

By signing below, 1am agreeing to pay the participation fees for each enroliment that is established by leveraging the County of Riverside Master Agreement in accordance to the schedule referenced on RFC # ITARC-00532 and any subsequent contracts and / or amendments By signing below, I also agree that all enroliments will be submitted to Microsoft direct, to report enrelimen! 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 regul: in the award being rescinded.

May 9, 2024
Signature Dete
Sarina Konnoff Proposal Manager
Printed Name Tele
Riseside County Innovation Center 3430 seen Norite Caller2501-2525@nanes/13-1700htp//www./irelessusty.em 14 Revision 1/06/2021
AGREEMENT # ITARC-00934
Exhibit D
Microsoft EA Benefits for Government Agencies
E1 Reduced Paperwork
Reduced number of separate documents 10 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 0365, CRM, Azure during the current EA year and only commit to the remaining months in that year. Example: your anniversary for your Year-2 term is in November and your adding 100 Office 365 users in May. You will only be obligated to pay for the 6 months leading to your anniversary. Additionally. you can now true-down hosted services at your anniversary to the original commitment level as well.

E6 Additional Software Assurance bencfits
• With New Version Rights. you can upgrade each Microsoft product license that is covered by active Software Assurance to the most recent version for no additional cost. When a new version of Microsoft Office is released during the term of your agreement. your licenses are automatically upgraded to the new version.
• Office Roaming Use Rights: Help expand end-user productivity and extend the value of your virtual desktop environment with Office Roaming Use Rights. which lets users with Software Assurance on Office, Project. or Visio remotely access their software on their virtual desktops from third-party devices.
15 Revision 1/06/2021
AGREEMENT # ITARC-00934
• Spread Payments: Spread the costs of your License and Software Assurance purchase across three equal, annual sums versus one up-front payment to help reduce initial costs and aid in forecasting annual software budget requirements up to three years in advance. When you use the Spread Payments benefit, no interest or additional fees are incurred. You may also consider Microsoft Payment Solutions to help finance your technology needs, including software, services, partner products, and hardware. Although Microsoft Payment Solutions is not part of Software Assurance, you can choose it separate from, or in addition to, the Spread Payments benefit to create a customized payment structure.
• Step-Up Licensing: Volume Licensing customers with Software Assurance can migrate from a lower edition to a higher edition software product while maintaining their Software Assurance coverage on a given product. The Step-up License makes it easier for you to move from a lower level edition to a higher-level edition without incurring the full cost of licensing two separate editions of the software.

More information about the Software Assurance by products as listed above can be found at:
https://www.microsoft.com/en-us/Licensing/licensing-programs/software-assurance-by- product.aspx?83ffdda4-a263-4123-9752-1122538c0a96=True
16 Revision 1:06/2021
AGREEMENT # ITARC-00934
Exhibit E
Microsoft Enterprise Agreements and Amendments
Microsoft Enterprise Agreement No. 8084445.

Microsoft Select Plus Agreement No. 7756479.

Amendments No. 1- EA Custom Terns CTM (Document No. CTM-CPT-OPT-FWK) Amendments No. 2- EA Custom Terms (Document No. CTM-FWK-CTC-AGR). 17 Revision 1/06/2021
B Microsoft Volume Licensing
Program Signature Form
MBA/MESA n:mher 004-kayleed-5-04
Agreement nurmher 8084445
Note: Enter the applicable active nunbers associated with the documents below. Microsofi requires the associated active number be indicated here, or listed below as new For the purposes of this forn, "Customer" can mean the signing enlity, Enrolled Affiliate, Government Partner, Inslitution, or other party entering into a volume licensing program agrement This signalure forin and all contrac 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 1s Number or Codo S
Enterprise Agreement X20-10209
«Choose Agreement: Document Number or Code
«Choose Agicement» Document Number or Code
«Choose Agreement> Document Number or Code
‹ Choose Agreement: Document Number or Code.
‹Choose Enrollmieni/Registration» Document Number or Code «Choose Enrollment/Registration» Document Number or Code «Choose Enrollment/Registration> Document Number or Code ‹Choose Enrollment/Registrations Document Number or Code «Choose Enrollment/Registration> Document Number or Code Amendment to Contract Documents -CT-CT.OPT-FWK (new)_.

Uy signing below, Cuslomer and the Ilicrosoft Affiliate agree that both parlies (1) have received, read DATE under the above cora documents, including any websiles or documents incorporated b eference and any amendments and (2) agree to be bound by the terms of all such documont 3/22/19 A Customer 7a
Jame of Entity, (muat bolegal entity nane)" Counly of Riversid signature /chub-
FORMAPPROVED COUNTY COUNSEL Primed Tie Sr. Procur Richarontract Specialist Signature Date 08/22/2019
SUSANNA N. OH
Tax ID
• indicales required field
BYS
Page: 1012
!
Microsof Altillate 1s
Microsoft Corporation
Signature E Microsot
Printed First and Last Name Microsoft Corporation
Printod Titic
AUG 2 3 2019
Signature Date
(dale Nic usall Affalo courtersic s)
Agreement Effective Date
(enay be cherent than Micrusoft & synature date) 8/23/2019 Optional 2'd Custorer signature or Outsourcer signatura (if applicable) Customer?
Nanie of Entity (must be legat entity name)"
Signature*
Printad First and Last Name*
Printed Title :

Signature Date*
• indicates required field
Outsourcer
Name of Entity (must be legal entity namel*
Signature*
Printed First and Last Name'
Printed Title
Signature Date
* indicates required felt
í Customer requires physical media, additional contacts, or is reporting nulliple previous Enroliments, include the appropriate forms) with this signature form.

Microsoft Corporation
Dept. 551, Volume Licensing
6100 Neil Road, Suite 210
Reno, Nevada 89511-1137
USA
!

Page 2012 ends

8: Microsoli Volume lucensing
Amendment to Contract Documents
Agiccent Murder
004-kayleeci-S-04
8084445.

This amendinent ("Amendment") is entered into between the padies identified on the altached progiam nature form. It amends the Enrollment or Agreement identified above. All ters used thut not defin this Amendment will have lhe same meanings provided in that Enrollment or Agreeme Enterprise Agreement
Custom Terms CTM

1. Section 6a, "Torm". is hereby amended and restated as follows:

Term. The term of this Agreement will remain in effect unless terminated by either part s described below Each Enrollment will have the torm provided in that Enmimen The pricing that Microsof will offer Enrolled Affiliate's Reseller for Enrollinents effectivr between November 1, 2019 through October 31, 2021, and that will apply for the entire initial ler of such Emollments, is as follows:

Produci *Price Examples include but are not limifed to
Level the following*:

Enterprise Online Services** Level D M365 E3 and ES. Enterprise Mobility + minus 2% Security E3 and E5, Olfice 365 Enlerprise
(including Full USLs. From SA E 1 or E3. Windows 10 Enterprise E3 or E5 USLs, Add ons and Step Ups)
Enterprise Products Oifice 365 Pio PIús. WiNdows 10
Enterprise, Core CAL Suite. Enterprise
CAL Suite
Aciditional Products Level D M365 F1, M365 E5 Compliance, M365 E5 Security, Office 365 Enterprise F1, Projec
Online. Visio Online Plan 1 or Plan 2
Windows ever, Azule, SaL Server.

Server and Tools Product Level D SharePoint Server, SOL Server, BizTalk Sorver, Visual Studia. Core Infrastructure
moles no seryer and Cloud
• is examples incide vito servises that ire available in elt er the commercial or government cloud cheme. troy sit Ava labilly"
Exclusions apply lo the additional 2% discount nu Enterprise Online Services as follows:

CIM CPT.OPT-FWK
7181%
• The price list month that applies to an order is not a factor in determining whether the additional 2% discount on Enterprise Online Services may be applied lo an order. The only applicanle factor is the effective rate of the Enrollinent.

The discount does not apply to any exlensions of the initial Term or renewal Enrollments
• The discound does not apply to any promotional SKUs. Enrolled Affiliate is entitled In the lower of the promotional price of discounted price.

The price level lhat applies to Emullments elleclive on or afler November 1. 2021 is Level Dlor all Procucts.

The Reseller and lhe Enrolled Affilale will determine the Enrolled Affliate's actual price and payment terns.
"This Amendment must be attached to a signature form to be valid.

Microsoft Internal Use Only:
[Riverside County EA Arend 8.7.docx ICTM I CIM-CPT-OPTEWK/UD AmerdmarApa valo
Pa0e2 ot 2
--
8 Microsoft Volume Licensing
Enterprise Agreement State and Local
Nol for else with Missesof Business Agreement or Microsoll Rosiness arid Services Agreemer This Microsoft Enterprise Agreement ("Agreement") is entered into belween the entities identified on the signature form.

Effective date. The effective date of this Agreement is the earliest effective date of any Enrollment entered into under this Agreement or the date Microsoft accepts this Agreement, whichever is earlier.

This Agreement consists of (1) these Agreement terms and conditions, including any arendments and the signatule form and all attachments identified therein, (2) the Product Terms applicable to Products licensed under this Agreernent, (3) the Online Services Terms. (4) any Affiliate Enrollment entered into under this Agreement, and (5) any order submitted under this Agreement. at http://www.inicrosoft.com/licensin/contracts and
shouki 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.
1) any government agency, department, office instrumentally, 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 conmon supervision with Customer:
(ii) any county, borough, commonwealth, city, municipality, town, township, special purpose . listric!, or other similar type of governmental instrumentality established by the laws o Customers state and located within Customer's state jurisdiction and geographi boundaries: and
(ill) any other entity in Customer's state expressly authorized by the laws of Customer's state to purchase under state contracts: provided that a state and its Affiliates shall not, for purposes of this definition, he considered to be Affiliates of the federal government and its Affiliates: and
b. with regard to Microsoll, any legal entity that Microsofl owns, that owns Microsoft, or that is under common ownership with flicrosoft.
"Customer" means the legal entity that has entered into this Agreement with Microsoft no stoo by, men beal la nined teal and atiate, mage, or sed these at are provided "day" means a calendar day, except for references that specify "business day". "Enrolled Affiliale" means an entity, either Custorner Or any one of Customer's Affiliates that has entered into an Enrollment under this Agreement

Page 1 of 11 ends

18A201840 (US)S1C(ENG)(Nov2016)
Uncument X2U-1020A1
!
:
"Enrollment" means the document that an Enrolled Affiliate submits under this Agreement to place orders for Products
"Enterprise" means an Enrolled Affinale and the Affiliates for which it is responsible and chooses on its Enrollment to include in its enterprise.
"Fixes" means Product fixes, modifications, or enhancements, or their derivalives, that Microsoft either releases generally (such as Product service packs) or provides lo Customer lo address a specific issue. "License" ineans the riglit to download, install, access and use a Product. For certain Products, a License available on a fixed term or subscription basis ("Subscriplion License"). Licenses for Online Services will be considered Subscription Licenses
•Microsoft" means the Microsoft Affiliate that has entered inlo this Agreement or an Enrollment and its Affiliates, as appropriale.
"Online Services" means the Microsott-hosted services idenlified as Online Services in the Product Terms. "Unline Services Terms" 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 Software, Ontine Services and other web-based services, including pre-release or bela versions. "Product Terms" means the document that piovides 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 lime to lime
"SLA" means Service Level Agreement, which specities the minimum service level for Online Services and is published on the Volume Licensing Site.
"Soflware" means licensed copies of Microsolt software identified on the Product Terms. Software does not include Online Services, but Software may be part of an Online Service. "Software Assurance" is an offering by Microsoft that provides new version rights and other benefits for Products as further described in the Product Terms.
*Trade Secrel" 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 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 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 fo: Online Services are published in the Online Services Terms. "Votume Licensing Site means http://www.mlcrosoft.comm/lcensing/contracts or a successor site

2. How the Enterprise program works.
a. General. The Enterprise program consists of the terms and conditions on which an Enrolled Affiliale may acquire Product Licenses. Under the Enterprise program, Customer and its Affliales may order Licenses foi Products by entering into Enroliments. b. Enroliments. The Enterprise program gives Customer and/or its Affiliates the ability lo enter into one or more Enrollments to order Products. Subscription Enrollments may be available for some of these Enrollments. Nolwithstanding any other provision of this Agreement, only Enrolled Affiliates identified in an Enrollment will be responsible for complying with the teams of that Enrollment, including the terms of this Agreement incorporated by reference in tha Enrollment.

Page 2 of 11 ends

Document X20-10209
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!
C. Licenses. The types of Licenses available are (1) Licenses obtained under Software Assurance (L&SA), and (2) Subscription Licenses. These License lypes, as well as additional License Types, are further described in the Product List.

Licenses for Products.
a. License Grant. Microsoft grants the Enterprise a non-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 line terms of this Agreement, the Use Righs and the Product Terms. Microsoft reserves all rights not b. Subscription Licenses and most Soflware Assurance rights are 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 Enrollment tern will apply to Enterprise's use of the version of each Product that is current at the time. For future versions and new Products. the Use Rights in effect when those versions and Products are first released will apply. Changes Microsoft makes lo the Use Rights for a particular version will not apply unless the Enrolled Affiliate chooses to have those changes apply. The Use Rights applicable to perpetual Licenses that were acquired under a previous agreement or Enrollment are determined by the Agreement or Enrollment under which they were acquired. Renewat of Soflware Assurance does not change which Use Rights apply to those Licenses.
(Il) Online Services. For Online Services, the Use Rights in effect on the subscription start date will apply for the subscription term as defined in the Product Terms. d. Downgrade rights. Enrolled Affiliate nay use all earlier version of a Product other than Onine Services than the version that is current on the eftective rate of the Enrollment. For Licenses acquired in the current Enrollment term, the Use Rights for the current version apply to the use If the earlier Produc! version includes features that are not in the new version, then the Use Rights applicable to the earlier version apply with respect to those e. New Version Rigits under Software Assurance. Enrolled Affiliate must order and maintain continuous Software Assurance coverage for each License ordered With Software Assurance coverage, Enterprise automatically has the right to use a new version of a licensed Product as soon as it is released, even if Eniolled Affiliate chooses nol to use the new version immediately (i) Except as otherwise permilled under an Enrollment, use of the new version will be subject to the new version's Use Rights
(if) If the License for the earlier version of the Product is perpetual at the fime the new version is released, the License for the new version will also be perpetual. Perpetual Licenses oblained through Soflware Assurance replace any perpetual Licenses for the earlier License confirmation. This Agreement. the applicable Enrollment, Enrolled Affiliate's order confirmation, and any documentation evidencing transfers of perpetual Licenses, together with proof of payment, will be Enrólled Affiliate's evidence of all licenses obtained under an Enrolinent.

EA2D16AgriUS)SLG(ENG|(N0v2016) Page 3 of 11
Document X20-10200
g. Reorganizations, consolidations and privatizations. If the number of Licerses covered I›y an Enrollment changes by more than ten percent as a result of (1) a reorganization, consolidation or privatization of an entity or an operaling division, (2) a privatization of an Affiliate or an operating division of Enrolled Affiliate or any of its Affiliates, or (3) a consolidation including a merger with a third party that has an existing agreement or Enrollment. Microsoft will work with Enrolled Affiliate in good faith to determine how to accominodate its changed circumstances in the context of this Agreement.

4. Making copies of Products and re-imaging rights.
a. General. Eurolled Affiliale may make as many copies of Products, as it needs to distribute them within the Enterprise. Copies must be true and complele (including copyright and trademark notices) from master copies obtained from a Microsoft approved fulfillment source Enroller! Affiliate may use a third party lo make these copies, but Eniolled Affiliale agrees it will be responsible for any third party's actions. Enrolled Affiliale agrees lo 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 other than Online Services.

Enrolled Affiliate may: (1) use up to 20 complimentary copies of any licensed Product in a dedicaled training facility on its premises for purposes of training on that particular Prodict, (2) use up to 10 complimentary copies of any Products for a 60-day evaluation period, anel (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 vailable if specified in the Use Rights.

Right to re-image, In cerlain cases, re-imaging is permitled using the Product media. If the Microsoft Product is licensed (1) front an original equipment manufacturer (OEM), (2) as a full packaged Product through a retail source, or (3) under another Microsoft program, then media provided under this Agreement may generally be used to create images for use in place of copies provided through that separate source. This right is conditional upon the following:
(i) Separate Licenses must be acquired from the separate source for each Product that is re. imaged.
(ii) The Product, language, version, and components of the copies inade musl 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-inage! Product permitted remains the same. (il) Except for copies of an operating system and copies of Products licensed under another Microsoft program, the Product type (eg.. Upgrade or full License) re-imaged must he identical to the Product type licensed from the separate source. (iv) Enrolled Affiliale must adhere to any Producl-specific processes or requirements for re imaging idlentified in the Product Terms.

Rhe Separate gource is suicion does not red us or kent an erot arenty or support obligation

5. Transferring and reassigning Licenses.

2. Liliate may trans, only sly bart perpetuat enses except that Customer or an Enrolel (i) an Affiliate, or
(ii) a third party solely in connection with the transfer of hardware of employees to whom the Licenses have been assigned as part of (A) a privatization of an Affiliale or agency or of ar EA2016AgKUSISLG(ENGy(Nov2016) Page 4 of 11
Document X20. 10200
operating division of Enrolled Affiliate or an Affiliate. (B) a reorganization, or (C) a consolidation.

Upon such transfer, Customer or Enrolled Affiliate must uninstall and discontinue using the licensed Product and render any copies unusable
b. Notification of License Transfer. Enrolled Affiate must notify Miciosoft of a License transfer completing license' obtained from
http://www.nuciasoft.com/lcensing/coufracts and sending the completed form to Microsof! before the License transfer. No License transfer will be valid uniess Enrolled Affiliate provides lo the transferee, and the transferee accepts in writing, documents sufficient lo enalle the transferee to ascertain the scope, purpose and limitations of the rights granted by Microsoft under the licenses being transferred (includingthe applicable Use Rights, use and transfer restrictions, warranties and timitations of liability). Any License transfer not made in compliance with this section will be void
Internal Assignment of Licenses and Software Assurance. Licenses and Software Assurance must be assigned in a single user or device within the Enterprise. Licenses and Software Assurance may be reassigned within the Enterprise as described in the Use Rights

6. Term and termination.
a. Term. The 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. Terminatiot without cause. Either pary may terminate this Agreement, without cause, upon 60 days' wrilten notice. In the event of termination, new Enrollments will not be accepted, but any existing Enrollment will continue for the term of such Enrollment and will continue to be governed by this Agreement.
c. Mid-terin termination for non-appropriation of Funds. Enrolled Affliate may terminate this Agreement or an Enrollment without fiability. penalty or further obligation to make payments if funds 10 make payments under the Agreement or Enrollment are not appropriated or allocated by the Enrolled Affiliate for such purpose
d. Termination for cause. Without limiting any other remedies it may have, either party may lemminate an Enrollment if the olher 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 parly must give the other party 30 days' nolice 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 Affiliate, together with Customer's help, within a reasonable period of time, Microsoft may terminate this Agreement and all Enrollments under it. If an Enrolled Affiliate ceases 1o be Customer's Affiliate, it must promplly notify Microsoft, and Microsoft may terminale the former Affiliate's Enrollmenl if an Enrolled Affiliate terminates its Enrollment as a result of a breach by Microsoft, or if Microsoft terminates an Enrollment because Enrolled Affiliale ceases lo be Customer's Affiliate, then Enrolled Affiliate will have the early termination rights described in the Enrollnient Early terinination. If (1) an Enrolled Affiliale terminales its Enrollment as a result of a breach by Microsoft, or (2) if Microsoft terminates an Enrollment because the Enrolled Affiliate has ceased to be an Affiliate of Customer, Or (3) Enrolled Affiliate terminates an Enrollment for non- appropriation of funds, or (4) Microsoft terminates an Enrollment for non-payment due to non- appropriation of funds. then the Enrolled Affiliate will have the following options:
(1) It may immediately pay the total remaining amount due, including all installments, in which case. the Enrolled Affiliate will have perpetual rights for all Licenses it has ordered; or Ł/2016Ag„UЗ)LG(ENG)(Nюv2016) Page 5 of 11
Поротені Х20-10209
(li) It may pay only amounts due as of the termination date, in which case the Enrolled Affiliate will have perpetuat Licenses for:
all copies of Products (including the latest version of Products ordered under SA coverage in the current term) for which payinent has been made in fuit, and and payable) if the early termination had not occurred
(iii) In the case of eady termination under subscription Enrollments. Enrolled Affiliate will have the following options:
1) For eligible Products. Enrolled Affiliate may Oblain perpetual Licenses as described in the seclion of the Enrollment titled "Buy-oul aption," provided that Microsoll receives the bury-out order for those Licenses within 60 days after Enrolled Affiliate provides In the event of a treach by Microsoft, if Customer clooses not to exercise a buy-out option, Microsoft will issue Enrolled Affilaile a credit for any amount paid in advance for Subscription Licenses that the Enterprise will not be able to use to do the termination of the Enrollment.

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

1. Elfect of termination or expiration. Wher an Enrollment expires or is terminated, (i) Enrolled Affitiale 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 termination," all unpaid payments for Licenses immediately become due and payable. (ii) Enrolled Affiliate's right to Software Assurance benefits under this Agreement ends if it does not renew Soflware Assurance.

Modificallon or termination of an Online Service for regulatory reasons. Microsoft may modify or terminate an Online. Service where there is any current or future government requirement or obligation that: (1) subjects Microsoft to any regulation or requirement not generally applicable to 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 h. Proyram updates. Microsoft may make changes to this program that will mako it necessary for Customer and its Enrolled Affiliales lo enter into new agreements and Enrollinents at the time of an Enrolinent renewal.

Use, ownership, rights, and restrictions.

1. Products. Unless otherwise specified in a supplemental agreement, use of any Product i joverned by the Use Rights specific to each Product and version and by the terms of the applicable supplemental agreement.
• Fixes. Each Fix is licensed under the same terms as the Product to which it applies. If a Fix ot provided for a specific Product, any use rights Microsult provides with the Fix will app Non-Microsoft software and technology. Enrolled Affiliale is solely responsible for any nor licrosoft software or technology that it installs or uses with the Products or Fixe EA2015Agr(US)SLGrENG)(N0v2016) Page G of 11
Documenl X20. 10200
- - -
d. Restrictions. Enrolled Affiliate must not (and is not licensed 10) (1) reverse engineer. decompile, or disassemble any Product or Fix, (2) install or use non-Microsoft software or technology in any way that would subject Microsoft's intellectual property or technology to any other license terms: or (3) work around any lechnical limilations in a Product or Fix or restrictions in Product documentation. Customer must not (and is not licensed to) () separate and run parts of a Product or Fix on more than one device, upgrade or downgrade parts of a Product or Fix at different times, or transfer parts of a Product or Fix separately: or (il) distribute, sublicense, rent, lease, lend any Products of Fixes in whole or in part, or use them to offer hosting services to a third parly;
Reservation of rights. Products and Fixes are protected by copyright and other intellectual property rights laws and international treaties. Microsoft reserves all rights not expressly granted in this agreement. No rights will be granted or implied by waiver or estoppel. Rights to access or use Software on a device do not give Customer any right to implement Microsoft patents or other Microsoft intellectual property in the device itseif or in any other software or devices

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

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

A party may disclose the other's Confidential infornation 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 Replesentatives who have had access 1o Confidential information Each party agrees that the use of information retained in Representatives unaided memories in the development or deployment of the parties' respective products or services daes not create liability under this Agreement or trade secret law, and each parly agrees to limit what it discloses lo the other accordingly.

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

9. Privacy and compliance with laws.
a. Enrolled Affiliate consents to the processing of personal information by Microsoft and its agents • facilitale the subiect matter 'of this Agreement. Enrolled Affiliate will obtain all require‹ onsents from third parties under applicable privacy and data protection law before providin personal information to Microsoft
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 (il) will be subject lo the privacy terms specified in the Use Rights Microsoft will abide by lhe requirements of European Economic Area and Swiss data protection

Page 7 of 1 ends

Document X20.10209
•
law regarding the collection, use, transter, retention, and other processing of personal data from the European Economic Area and Switzeiland.
c. U.S. export. Products and fixes are subject to U.S. export jurisdiction. Enrolled Aftiliate nist comply with ail applicable international and national laws, including the U.S. Expon diministration Regulations and International Tratic in Auns Requiations. and end-user, en se and destination restrictions issued by U.S. and other governments related to Microsc products, services and technologies.

10. Warranties.
a. Limited warranties and remedies.
(i) Software. Microsoft warrants that each version of the Software will perform substantially as described in the applicable Froduct documentation for one year fron: the date the Enterprise is firs! licensed/'for that version. If it does not and the Enterprise notifies Microsoft within the warranty lerm, then Microsoft will, al 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 section Customer waives any breach of warranty clains not made during the warranty period. b. Exclusions. The warranlies in this agreement do not apply to problems caused by accident, abuse, or use in a manner inconsistent with this Agreement, including failure to meet minimum system requirements. These warranties do not apply to free, Iria!, pre-release, or beta products, or to components of Products that Enrolled Affiliate is permitted to redistribute. c. Disclaimer. Except for the 'limited warranties above, Microsoft provides no other warranties or conditions arid disclaims any other express, implied, or statutory warranties, including warranties of quality, title, non-infringement, merchantability, and fitness for a particular purpose.

11. Defense of third party claims.

The parlies will defend each other against the third-party clains described in this section and will pay the amount of any resulting adverse final judgment or approved settlement, but only if the defending party is prompily 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 parly 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 detend Enrolled Affiliale against any third-party clain to the extent it alleges that a Product or Fix inade available by Microsoll for a fee and used within the scope of the license granted (unmodified from the forn provided by Microsoft and not combined with anything else) misappropriates a rade secret or directly infringes a patent, copyright, (rademark or other proprietary right of a third parly. If Microsoft is unable lo resolve a claim of infringement under commercially reasonable terms, it may, at ils option, either (1! modify or replace lhe Product or Fix with a functional equivalent; or (2) terminate Enrolled Affiliate's license and refund any prepaid license fees liess depreciation on a five-year, straight-line basis) for perpetual licenses and any amount paid for Online Services for any usage period after lhe lermination dale. Microsoft will not be liable for any claims or damages due to Enrolled Affiliate's continued use of a Producl or Fix after being notified to stop due to a third-party clain. b. By Enrolled Affiliate. To the extent permitted by applicable law, Enrolled Affiliate will defend Microsoft against any third-party clain to the extent it alleges that: (1) any Customer Data or

Page 8 of 1 ends

Crocument x20.102Gg
:
non-Microsoft software hosted in an Online Service by Microsoft on Enrolled Affiliate's behalf misappropriates a trade secret or directly infringes a patent, copyright, trademark, or other proprietary right of a third party; or (2) Enrolled Affiliate's use of any Product or Fix., alone or in combination with anylhing else. violates the lawy or damages a third party

12. Limitation of liability.

Foreach Product, each parly's maximum, aggregate liability to the other under this Agreement is bited 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 erin of this Agreement, subject to the following:

1. Online Services. For Online Services, Microsoft's maximum liability lo 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 incidert. b. Free Products and Distributable Code. For Products provided free of charge and code that Enrolled Affiliate is authorized to redistribute to third parties without separate payment lo 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, incidental, special, punitive, or consequential damages, or for loss of lise, loss of business information, loss of revenue, or interruption of business, however caused! or on any theory of liability. ‹. Exceptions. No limitation or exclusions will apply to liability arising out of either party's (1) confidentiality obligations (except for all liability related to Customer Data, which will remain subject to the limitations and exclusions above): (2) defense obligations; or (3) violation 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 Enrolled Affiliate and its Affiliates. Microsoft has the right, at its expense. to the extent permitted by applicable law, lo verify compliance with the Product's license lernis. Enrolled Affiliate must promptly provide the independent auditor with any information the auditor reasonably requests in furtherance of the verification, including access to systems running the Products and evidence of Licenses for Products Enrolled Affiliale losts. sublicenses, or distribules 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 Remedies for non-compliance. If verification or self-audit reveals any unlicenser use or distribution, thier within 30 days. (1) Enrolled Aftiliate must order suflicient 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 Affiliate 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 not subject Enrolled Affiliate to another verification for at least one year. By exercising the rights and procedures described above, Microsoft does not waive its rights to enforce this Agreement or to prolect its intellectual properly by any other means permitted by law.

Verification process. Ilicrosoft will notily Enrolled Affiliate at least 30 days in advance of its intent to verify Enrolled Affiliate's compliance with the license terns for the Products Enrolled Affiliate and its Affiliates use or distribute. Nicrosoft will engage an independent auditor, which will be subject lo a confidentiality obligation. Any information collected in the self-audit will be used solely for purposes of determining compliance. This verification will lake place during normal business hours and in a manner that does not interfere unreasonably with Enrolled Радн 9 of 11
(reconnen: X20-10267

14. Miscellaneous.
a. Use of contractors. Microsolt may use contractors to perform services, but will he responsible for their performance subject lo the terms of this Agreement ). Microsoít as independent contractor. The parties are independent contractors. Enrollec filiate and Microsoft each may develop products independently without using the other's Confidential Infonnation
c. Notices. Nolices lo Microsoft must be sent to the address on the signature form. Notices must he in writing and will be treated as delivered on the dale shown on the return receipt oi on the on the transmission date.
ci. Agreement not exclusive. Customer is free to enter into agreements lo license. use or promote non-Microsoft products.
c. Amendments. Any amendment to this Agreement must be executed by both parties. except that Microsoft may change the Product Terms and the Use Rights fion time to lime in accordance with the terms of this Agreement. Any conflicling terms and conditions contained! in an Enrolled Affiliate's purchase order will not apply. Microsoft may require Customer to sign a new agreement or an amendment before an Enrolled Affiliate enters into an Enrollinent under this agreement.
f. Assigmment. Either party may assign this Agreement to an Affiliale, but must notify the other party in writing of the assignment. Any other proposed assignment must be approved by the non-assigning parly in writing. Assignment will not relieve the assigning party of its obligations under the assigned agreement Any attempted assignment without required approval will be g. Applicable law; dispute resolution. The fernis of this Agreement will be governed by the laws of Customer's state, without giving effect to its conflict of laws. Disputes relating to this Agreement will be subject to applicable dispute resolution laws of Customer's state h. Severability. If any provision in this agreement is held lo be unenforceable, the halance of the agreeinent will remain in full force and effect.
i. Waiver. Failure to enforce any provision of this agreement will nol conslitute a waiver. Any waiver must be in writing and signed by the waiving party. i. No thirei-parly beneficlarles. ;This Agreement does not create any third-parly beneficiary rights.
k. Survival, All provisions survive termination or expiration of this Agreement except those requiring performance only during the leun of the Agreement.

1. Management and Reporting. Customer and/or Enrolled Affiliate may manage account cetails (e.g., contacts, orders. Licenses, soflware downloads) on Miciosoft's Volume Licensing au werent or contage/screcenter Upon the afrecine late or tres Agreeinent an any Enrollments, the contacts) identified for this purpose will be provided access 1o this site and may authorize additional users and contacts.

Order of precedence. In the case of a conflict belween any documents in this Agreement that is not expressly resolved in those documenls, their terms will control in the following order from decuinent and any prior amendinents concerning the same subject matter.

EAZOIBAg (US)SLGENCINov2016) Page 10 of 11
Document X20) 10200
n. Free Products. It is Microsoll's intent that the terms of this Agreement and the Use Rights be in compliance with all applicable federal law and regulations. Any free Product provided lo Enrolled Affiliate is for the sole use and benefit of the Enrolled Affiliate. and is not provided for use by or personal benefil of any specific governinent employee.

0. Voluntary Product Accessibility Templates. Microsoft supports the government's obligation lo provide accessible technologies to its citizens with disabilities as required by Section 508 of the Rehabilitation Act of 1973, and its state law counterpans The Voluntary Product Accessibility Templates ("VPATs") for the Microsoft technologies used in providing the Online Services can be found at Microsoft's VPAT page. Further information regarding Microsoll's commilment to accessibility can be found at hitp. //www.miciosofl.comn/enable P. Natura de origis by posteem on tail cros com for may provide aditonal

4. Copyright violation. Except as set forth in the section above entitled Transferring and reassigning Licenses", the Enrolled Affiliate agrees lo pay for, and comply with the terns of this Agreement and the Use Rights, for the Products it uses. Except to the extent Enrolled Affiliate licensed under this Agreement. it will be responsible for its breach of this contract ar olation of Microsoft's cosyright in the Products, including pavinent of License fees specifie in this Agreement for unlicensed use.
:
!

Page 11 of 11 ends

Document X20-10209
• ' Microsoft Volume Licensing
Supplemental Contact Information Form
This for applies lo: • MBSA
IX Agreement
• Enrollment/afflate Registration Forin
fusert primary entity name if rore than one Enrollment/Registration Form is submittedi
Contact information.

Each party will notify the olher in writing if any of the information, in the following contact information page(s) changes.
arties that help iicrosoft administer this Enrollment. The personal information provided in connectior vilh this agreement will be used and protecled according 1o lhe privacy stalement available a hittos: /licensing inicrosolt.com
Additional notices contact.

This contact receives all notices that are sent from Microsoft. No online access is granted to this 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 State/Province* California Postal code* 92501-386 Country' USA
Phone* 951-955-2265 Fax
• This contact is a third party (not the entity). Warning This contact receives personally identifiable information of the entily.

2. Software Assurance manáger.

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

Name of entity' County of Riversicle
Contact name': First Regina Last Funtierburk
Contact email address^ [email protected]
Street address* 3450 14th Street, 4th Floor,
City' Riverside State/Province* California: Postal code 92501-3861 SupConincilatof crmiA, INCFNCx0r17013; Paoc lola
i
Country* USA
Phone* 951-955-2265 Fax
• This contact is a third parly (not the enlity). Warning This contact receives personally identifiable information of the entily.

Subscriptions manager.

This contact will assign MSDN. Expression, and TechNet Plus subscription licenses lo the individual subscribers under this Enrollinent or 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 addlitional media purchases related to these subscriptions.

Name of entity County of Riverside
Contact name*: First Regina Last Funderbuik
Contact email address* Runderburk @ivco.org
Street address' 3450 14th Street, 4th Floor
Cily* Riverside State/Province' California Postal code' 92501-3861 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 Enroliment or Registration.

Name of entily* 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 suppon-related activities.

Name of entlty• County of Riverside
Contact name*: First Luis Last Flores
Contact email address* [email protected]
Strect address' 3450 141h Street, 4th Floor
City" Riverside State/Province" California Postal code' 92501-3861 Country USA
Phone 951-955-8114 Fax

6. Primary contact information.

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

Name of entity* Counly of Riverside
-
SupConlackfufou(A, INOKENG 0c12013) Page 2 or 1
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 amnistrator permissions and may grant online access to olhers. This contact also receives all notices
* Same as prinary contact
Name of entity'
Contact name*: First Last
Contact email address*
Strect actress*
State/Province' Postal code'
Country
i rision caches a third party (not the entity). This contact receives personally identifiable Face J of 3
Microsoft Volume Licensing
Program Signature Form
MBA/MBSA number Proposal ID
Agreement number
Note: Enter the applicable active numbers associated with the documents below. Microsoft requires the associated active number be indicated here, or listed below as new
For the purposes of this form, "Customer" can mean the signing entity, Enrolled Affiliate, Government Partner, Institution, or other party entering into a volume licensing program agreement.

This signature form and all contract documents identified in the table below are entered into between the Customer and the Microsoft Affiliate signing, as of the effective date identified below.

Contract Document Number or Code
Select Plus Agreement X20-04874
‹Choose Agreement> Document Number or Code
‹Choose Agreement> Document Number or Code
‹Choose Agreement> Document Number or Code
<Choose Agreement> Document Number or Code
Select Plus Affiliate Registration Form X20-04921
‹Choose Enrollment/Registration> Document Number or Code <Choose Enrollment/Registration> Document Number or Code <Choose Enrollment/Registration> Document Number or Code <Choose Enrollment/Registration> Document Number or Code Document Description Document Number or Code
Document Description Document Number or Code
Document Description Document Number or Code
Document Description Document Number or Code
Document Description Document Number or Code
By signing below, Customer and the Microsoft Affiliate agree that both parties (1) have received, read and understand the above contract documents, including any websites or documents incorporated by reference and any amendments and (2) agree to be bound by the terms of all such documents Customer
Name of Entity (must be legal entity name)* County of Riverside Signature*
Printed First and Last Name* Ines Mark -ORMA-PPOVED COUNTY COUNSEL Printed Title* Procurement Contract Specialist BY NEAT? KIPNIS DATE Signature Date* 07/17/2013
Tax ID 95-6000930
* indicates required field
ProgramSignForm(MSSign)(NA,LatAm)ExBRA.MLI(ENG)(Oc12012) 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 21° 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
ProgramSignForm(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 Microsoft Volume Licensing
Select Plus License Program Agreement State and Local
Contents

1. Definitions....

2. How the Select Plus License program works....

3. How to establish price level.. 3

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

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

6. How to order Product Licenses.... 5
Making copies of Products and re-imaging rights. 6

8. Transferring and reassigning Licenses..

9. Term and termination.... 7

10. How to renew an Order. , 8

11. Restrictions on use... 9

12. Confidentiality. ... ...9

13. Warranties.. ..10

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

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

16. Verifying compliance. ..13

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

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

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

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
SelectPlus2012AgrGov(US)SLG(ENG)(Oct2012) Page 1 of 16
Document X20-04874
(iii) any other entity in Customer's state expressly authorized by the laws of Customer's state to purchase under state contracts; provided that a state and its Affiliates shall not, for purposes of this definition, be considered to be Affiliates of the federal government and its Affiliates; and
b. with regard to Microsoft, any legal entity that Microsoft owns, that owns Microsoft, or that is under common ownership with Microsoft
"available" means, with respect to a Product, that Microsoft has made Licenses for that Product available for ordering under a particular licensing program;
"Commercial Product" means any Product Microsoft makes available for license for a fee; "Contractor" means any third party supplier or other provider of computer technology or related services. "Customer" means the entity that has entered into this agreement and its Affiliates; "Customer Data" means all data, including all text, sound, software, or image files that are provided to Microsoft by, or on behalf of, Customer through Customer's use of the Online Services. "Fixes" means Product fixes, modifications or enhancements or their derivatives that Microsoft releases generally (such as Commercial Product service packs);
"License" means Registered Affiliate's right to use the quantity of a Product ordered. For certain Products, a License may be available on a subscription basis ("Subscription License"). Licenses for Online Services will be considered Subscription Licenses under this agreement; "L&SA" means a License and Software Assurance for any Product ordered; "Microsoft" means the Microsoft entity that has entered into this agreement by accepting Customer's registration;
"Order" means the document Customer or Customer's Affiliate submits under this agreement to acquire Licenses or Services;
"Online Services" means the Microsoft-hosted services identified in the Online Services section of the Product List.
"Product" means all software, Online Services and other web-based services, including pre-release or beta versions, identified on the Product List.
"Product List" means, with respect to any licensing program, the statement published by Microsoft from time to time on the World Wide Web at http://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: (:
any Enterprise Subscription enrollment entered into under a Microsof Enterprise Subscrintio 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 "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.

2. How the Select Plus License program works.

The Select Plus License program allows Registered Affiliates to acquire Licenses at discount pricing.

How to establish price level.

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

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). . At any time after their registration has been accepted by Microsoft, a Registered Affiliate may run for its own benefit as many copies as it chooses, of any available Products it chooses, provided that it submits Orders for all copies in the month in which those copies are b. Use by Affiliates. A Registered Affiliate may sublicense the right to use the Products ordered under this agreement to any of its Affiliates, but Affiliates may not sublicense these rights and their use must be consistent with the License terms contained in this agreement.

SelectPlus2012AgrGov(US)SLG(ENGXOct2012) Page 3 of 16
Document X20-04874
c. When Licenses become perpetual.
(i) License only. Registered Affiliate's right to run copies of any Product for which it orders only a License is temporary until the Registered Affiliate has paid for that License in full and Microsoft has collected such payment. Thereafter, Registered Affiliate will have a perpetual License to run the number of copies ordered in the version ordered. (ii) L&SA or Software Assurance. Registered Affiliate's right to run copies of any Product for which it orders L&SA or Software Assurance is temporary until:
1) the Registered Affiliate has paid all installments of the price for such coverage and the Order or renewal term during which such Product Licenses were ordered has expired or been renewed or
2) the Registered Affiliate is otherwise eligible for perpetual Licenses as provided in this agreement.

Thereafter, the Registered Affiliate will have perpetual Licenses to run the Products ordered in the latest versions available as of the date of expiration, renewal, or termination (or any prior version) for the number of copies ordered or renewed (iii) Subscription Licenses. Subscription Licenses are not perpetual under any circumstances.
d. Perpetual Licenses through Software Assurance. Any perpetual Licenses received through Software Assurance supersede and replace the underlying perpetual Licenses for which that Software Assurance coverage was ordered. All perpetual Licenses acquired under this agreement remain subject to the terms of this agreement and the applicable Product Use 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
License confirmation. This agreement, the applicable Order, the Registered Affiliate's Order confirmation, and any documentation evidencing transfers of Licenses, together with proof of payment, will be the Registered Affiliate's evidence of all Licenses obtained under its Order as described in this agreement.
g. Prior version rights. A Registered Affiliate may run prior versions of any Product it Licenses under this agreement. A Registered Affiliate
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.

5. How to know what Product Use Rights apply.
a. Product Use Rights. Microsoft publishes Product Use Rights for each version of each Product. The latest version of the Product Use Rights is available at 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 reieased 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 SelectPius2012AgrGov(US)SLG(ENGX(Oct2012) Page 4 of 16
Document X20-04874
date, the Product Use Rights for the version licensed, not the version being run, will apply.

Registered Affiliate's use of those components.

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.

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 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.

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 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.

Right to "re-image." In certain cases, re-imaging is permitted using the volume licensing program Product media. If the Microsoft Products) is licensed (1) from an original equipment manufacturer (OEM), (2) as full packaged Product through a retail source, or (3) under another Microsoft program, then media provided under this agreement may be generally used to create images for use in place of copies provided through that separate source. This right is conditional upon the following:
(i) Separate Licenses must be owned from the source for each Product that is re-imaged. (ii) The Product, language, version and components of the copies made must be identical to the Product, language, version and all components of the copies they replace and the number of copies or instances of the re-imaged Product permitted remains the same. (ill) Except for copies of an operating system and copies of Products licensed under another Microsoft program, the Product type (e.g., upgrade or full License) must be identical to the Product type from the separate source.
(iv) Any Product-specific requirements for re-imaging identified in the Product List. (v) Re-images made under this subsection remain subject to the terms and use rights provided with the License from the separate source. This subsection does not create or extend any warranty or support obligation.

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

Transferring Licenses to third parties. You may transfer fully-paid perpetual Licenses:
(i) if you are an agency of a state or local government to: (a) any other government agency, department, instrumentality, division, unit or other office of your state or local government that is supervised by or is part of you, or which supervises you or of which you are a part or which is under common supervision with you; (i) any county, borough, commonwealth, city, municipality, town, township, special purpose district, or other similar type of governmental instrumentality established by the laws of your state and located within SelectPlus2012AgrGov(US)SLG(ENG)(Ocl2012) Page 6 of 16
Document X20-04874
your state's jurisdiction and geographic boundaries; and (iii) any other entity expressly authorized by the laws of your state to purchase under state contracts, or (b) an unaffiliated third party in connection with a privatization of an affiliate of agency as set forth in (a) above or of an operating division of the Enrolled Affiliate or one if its affiliates as set forth in (a) above, a reorganization, or a consolidation.

Customer must notify Microsoft of a transfer of license by completing a transfer notice form, which can be obtained from http://www.microsoft.com/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 airy or lether ate in to mak. 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 parly 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.

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)Ocl2012) Page 7 of 16
Document X20-04874
Affiliate of Customer, Customer must promptly notify Microsoft of this fact, and Microsoft may terminate the divested Registered Affiliate's registration. e. Affiliate termination. If (1) a Registered Affiliate terminates its registration as a result of a breach by Microsoft, or (2) if Microsoft terminates Registered Affiliate's registration because it has ceased to be an Affiliate of Customer, or (3) Registered Affiliate terminates a registration for non-appropriation of funds, or (4) Microsoft terminates a registration for non-payment due to non-appropriation of funds,, then the Registered Affiliate will have the following options with regard to any Orders it has under the agreement:
(i) For Licenses available on a perpetual basis, it may immediately pay the total remaining amount due, including all installments, in which case the Registered Affiliate will have perpetual Licenses for all copies of the Products it has ordered, or (ii) It may pay only amounts due as of the termination date, in which case the Registered Affiliate will have perpetual Licenses for:"
1) all copies of all Products for which payment has been made in full (including the latest version of Products under Software Assurance coverage), and 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.

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.
o maintain Software Assurance coverage for any copies previously ordered under th greement, Registered Affiliate must submit an Order for another term of Software Assurance fo those Licenses prior to or on the expiration of the previous term. for those copies later without first acquiring L&SA.

Renewing Software Assurance. If Registered Affiliate is placing an Order for Software Assurance from multiple Select programs or is consolidating multiple previous Enrollments o agreements into this agreement, please complete the multiple previous Enrollment form SelectPlus2012AgrGov(US)SLG(ENG)Oct2012) Page 8 of 16
Document X20-04874

11. Restrictions on use.

12. Confidentiality.

To the extent permitted by applicable law, the terms and conditions of this Agreement is confidential.

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 it will use and disclose the other's Confidential Information only for purposes of the parties' business relationship with each other.

SelectPlus2012AgrGov(US)SLG(ENG)(Oc(2012) Page 9 of 16
Document X20-04874
(ii) Security precautions. Subject to the other terms of this agreement, each party agrees:
1) to take reasonable steps to protect the other's Confidential information -- these steps must be at least as protective as those the party takes to protect its own Confidential Information;
2) to notify the other promptly upon discovery of any unauthorized use or disclosure of Confidential Information; and
3) to cooperate with the other to help regain control of the Confidential Information and prevent further unauthorized use or disclosure of it.
(iii) Sharing Confidential Information with Affiliates and representatives. 1) A "Representative" is an employee, contractor, advisor, or consultant of one of the parties or of one of the parties' Affiliates.
2) Each party may disclose the other's confidential information to its Representatives (who may then disclose that Confidential Information to other of that party's Representatives) only if those Representatives have a need to know about it for purposes of the parties' business relationship with each other. Before doing so, each party must:

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 1
0 ment 22000487
(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;
(ill) 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,

CONDORS INCHEON BEGIN 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.

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.

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 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" "negligence," "gross negligence"
"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

16. Verifying compliance.
a. Right to verify compliance. Customer must keep records relating to the Products it and its Affiliates use or distribute. Microsoft has the right, to the extent permitted by applicable law, to verify compliance with the license terms for the Products, at Microsoft's expense. b. Verification process and limitations. Microsoft will provide customer at least 30 days' notice of its intent to verify compliance. Microsoft will engage an independent auditor, which will be subject to a confidentiality obligation. Verification will take place during normal business hours and in a manner that does not interfere unreasonably with Customer's operations. Customer must promptly provide the independent auditor with any information it reasonably requests in furtherance of the verification, including access to systems running the Products and evidence of licenses for Products Customer hosts, sublicenses, or distributes to third parties. As an alternative, Microsoft may require Customer to complete Microsoft's self-audit process relating to the Products Customer and any of its Affiliates use or distribute. Such information will be used solely for purposes of determining compliance. c. Remedies for non-compliance. If verification or self-audit reveals any unlicensed use, Customer must within 30 days order sufficient licenses to cover its use. If there is no SelectPlus2012AgrGov(US)SLG(ENG)(Oct2012) Page 13 of 16 Document X20-04874
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.

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.

Copies should be sent to:

Microsoft Corporation
Legal and Corporate Affairs
Volume Licensing Group
One Microsoft Way
Redmond, WA 98052
USA
Via Facsimile:(425) 936-7329
b. Assignment. Either party may assign this agreement to an Affiliate only. Assignment will not relieve the assigning party of its obligations under the assigned agreement. If either party assigns this agreement, it must notify the other party of the assignment in writing. c. Subcontractors. Microsoft may use contractors to perform Services and support Online Services. Microsoft will be responsible for their performance subject to the terms of this agreement.
d. Severability. If a court holds any provision of this agreement to be illegal, invalid or unenforceable, the rest of the document will remain in effect and this agreement will be amended to give effect to the eliminated provision to the maximum extent possible. e. Waiver. A waiver of any breach of this agreement is not a waiver of any other breach. Any waiver must be in writing and signed by an authorized representative of the waiving party.

SelectPlus2012AgrGov(US)SLG(ENG)(Oct2012) Page 14 of 16 Document X20-04874
f. Applicable law; dispute resolution. The terms of this agreement will be governed by the laws of Registered Affiliate's state, without giving effect to its conflict of laws. Disputes relating to this agreement will be subject to applicable dispute resolution laws of Registered Affiliate's state.
g. This agreement is not exclusive. Customer is free to enter into agreements to license, use or promote non-Microsoft software.
h. Entire agreement. This agreement, the Product List, all registrations under this agreement, and the Product Use Rights constitute the entire agreement concerning the subject matter and supersede any prior or contemporaneous communications. In the case of a conflict between any of these documents that is not resolved expressly in the documents, their terms will control in the following order: (1) these terms and conditions and the accompanying signature form; (2) the Product List; (3) the Product Use Rights; (4) all registrations under this agreement; and (5) all Orders submitted under this agreement. The terms of any purchase order or any general terms and conditions Customer maintains do not apply. i. Survival. Provisions regarding ownership and License rights, fees, Product use rights, restrictions on use, evidence of perpetual Licenses, transfer of Licenses, warranties, defense of infringement and misappropriation claims, limitations of liability, confidentiality, compliance verification, open source license restrictions, obligations on termination or expiration and the other provisions in this section entitled "Miscellaneous" will survive termination or expiration of this agreement and of any agreement in which they are incorporated. j. No transfer of ownership. Microsoft does not transfer any ownership rights in any licensed Product. Microsoft reserves all rights not specifically granted. The Products are protected by copyright and other intellectual property rights laws and international treaties. k. Free Products. It is Microsoft's intent that the terms of this agreement and the Product Use Rights be in compliance with all applicable federal law and regulations. Any free Product provided to Registered Affiliate is for the sole use and benefit of the Registered Affiliate, and is not provided for use by or personal benefit of any specific government employee.

I. Amending the agreement. This agreement (except the Product List and the Product Use Rights) can be changed only by an amendment signed by both parties. m. Resellers and other third parties cannot bind Microsoft. Resellers and other third parties do not have authority to bind or impose any obligation or liability on Microsoft. n. Privacy and Security. Microsoft and Enrolled Affiliate will each comply with all applicable privacy and data protection laws and regulations (including applicable security breach notification law). However, Microsoft is not responsible for compliance with any laws applicable to Enrolled Affiliate or Enrolled Affiliate's industry that are not also generally applicable to information technology services providers. Enrolled Affiliate consents to the processing of personal information by Microsoft and its agents to facilitate the subject matter of this agreement. Enrolled Affiliate may choose to provide personal information to Microsoft on behalf of third parties (including Enrolled Affiliate's contacts, resellers, distributors, administrators, and employees) as part of this agreement. Enrolled Affiliate will obtain all required consents from third parties under applicable privacy and data protection law before providing personal information to Microsoft.

The personal information Enrolled Affiliate provides in connection with this agreement will be processed according privacy statement available at
https://www.microsoft.com/licensing/servicecenter (see footer), except that Product-specific privacy statements are in the Product use rights. Personal data collected through Products or Services may be transferred, stored and processed in the United States or any other country in which Microsoft or its service providers maintain facilities. By using the Products or Services, Customer consents to the foregoing. Microsoft abides by the EU Safe Harbor and the Swiss Safe Harbor frameworks as set forth by the U.S. Department of Commerce SelectPlus2012AgrGov(US)SLG(ENG)(Ocl2012) 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.

SelectPlus2012AgrGov(US)SLG(ENGXOcl2012) Page 16 of 16
Document X20-04874
Vicrosoft Licensing, GP Document Summary Form
This is for informational purposes only
MSE#: 3-0000003183189
(MSLI
racking
dumber
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
1756479
Nute be care ire, or del low as ancied with the documents below. Microson requires the asociated active For the purposes of this form, "Customer" can mean the signing entity, Enrolled Affiliate, Govemment 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 Fom 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 YEAR KNIS
ProgramSignForm(MSSign)(NA,LatAm)ExBRA,MLI(ENG)(Oct2012) Page 1 of 3 Microsoft Affiliate
Microsoft Licensing, GP
Signature AnteD Microsoft
Printed First and Last Name Microsoft Licensing, GP
Printed Title JUL 2 3 2013
Signature Date
(date Microsoft Affiliate countersigns) Duly Atheized or orat of Microsoft Licensing, GP
Optional 21d 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
Include he propriat tormes win this nature contacts, or is reporting mutiple previous Enliments.

After this signature form is signed by the Customer, send it and the Contract Documents to Customer:
he signature form kuly xecuted by Microsot, Customer wil receive a co thrmalon copydress. When Reno, Nevada 89511-1137
USA
ProgramSignForm(MSSign)(NA, LalAm)ExBRA,MLI(ENG)(Oc2012) Page 2 of 3 Prepared By: Name of Preparer
Email of Preparer
ProgramSignForm(MSSign)(NA.LatAm)ExBRA,MLI(ENG)(Oct2012) Page 3 of 3 zI zza -
Volume licensing
Program Signature Form
RIVCO-8084445-M-
MBAIMBSA number
AMD2
Agreement number 8084445
stori fed ele applebe nical uhere, or sted bed wis the documents below. Microsol requires the 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 Affiliale signing, as of the effective date Identified below.

Contract Document Number or Code
‹Choose Agreement>
‹Choose Agreement>
‹Choose Agreement>
‹Choose Agreement>
‹Choose Agreement>
‹Choose Enrollment/Registration>
<Choose Enrollment/Registration>
‹Choose Enrollment/Registration>
<Choose Enrollment/Registration>
<Choose Enrollment/Registration>
Amendment to Contract Documents CȚM-FWK-CTC-AGR (8084445) By signing below, Customer and the Microsofl Affiliate agree that both parties (1) have received, read DATE and understand the above contract documenls, 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
Jame of Entity (most be legal entity name)* County of Riversid signature dales
Printed First and Last Name* RICHARD R. HAI
FORM ARPROVED 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, LalAm)ExBRA(ENG)(Oct2019) Page 1 of 2 Document X20-12845
i
Microsoft Affiliate
Microsoft Corporation
Signature
Printed First and Last Name
Printed Title Microsoft Coporation
signature Date JAN 2:9 2020
date Microsolt Afiliate countersigns
Shirley Snyder
Agreement Effective Date Duly Authorized on behalf o
may be different than Microsoft's signatule date) Microsoft Corporation Optional 2° Customer signature or Outsourcer signature (If applicable) Customer
Name of Entity (must be legal entity name)*
Signature"
Printed First and Last Name*
Printed Title
Signature Date*
* indicates required field
Outsourcer
Name of Entity (must be legal entity name)*
Signature*
Printed First and Last Name*
Printed Title
Signature Date*
* Indicates required field
i Customer requires additional contacts or is reporting multiple previous Enrollments, include th ppropriate forms) with this signature form.
iter this signature form is signed by the Customer, send it and the Contract Documents to Customer i signature orm is tul executed by in oi, Custome i elve a contimation capess. Whe Microsoft Corporation
Dept. 551, Volume Licensing
6100 Neil Road, Suite 210
Reno, Nevada 89511-1137
USA
ProgramSignForm{MSSign)(NA,LatÂm)ExBRA/ENG|(Ocl2019) Page 2 of 2 Document X20-12845
: his peri
Volume licensing
Amendment to Contract Documents
Agreement Number 8084445 RIVCO-8084145-M-
AMD2
This amendment ("Amendment") is entered into between the parties identified on the attached program n this Amentiment wit have the same meanings provided in that Envelimit or Agreement of defined Microsoft Services Amendment to the Enterprise Enrollment Federal, State and Local Government & Public Educational Institutions Enrolled Affiliate is ordering Professional Services described in the altached Statement of Services (SOS) In connection with the Products licensed by Enrolled Affiliate under the Enrollment. The parties agree that the Enrollment is amended to add the following terms that shall apply to the services described in the SOS.

Terms and Conditions

1. Definitions. All terms defined in the Agreement and the Enrollment shall apply to this Amendment unless otherwise stated. Additional terms ere defined as follows:
"Customer" means the legal entity that has entered into the Agreement; Customer Data" means all data, including all text, sound, software, image or video files that are provide o Microsoft by, or on behalf of, Customer and its Affliates in connection with Professional Services "day" means a calendar dey, except references that specify "business day":
"Microsoft" means the Microsoft Affiliate that has entered into the Agreement and its Affiliates, as appropriate;
"Pre-Existing Work" means any computer code or materials developed or otherwise obtained independently of the efforts of a party under a Statement of Services; "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 Sorvices" means any work orders, services descriptions, or other description of Professiona Services that incorporates this Amendment;
Amendinen App v4.0 CTM FWS-CTC-AGR BD

Page 1 of 6 ends

"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 "use" or "run" means to copy, Install, use, access, display, run or otherwise interact with; "Volume Licensing Site" means http://www.microsoft.com/liceusinq/contracts or a successor site.

2. Services, The precise scope of the Professional Services will be specified in a Statement of Services. ustomer or any of Customer's Affiliates may enter into Statements of Services under this Amendment w icrosofl's local Afiliates. Microsoft's ability to deliver the Professional Services depends upon Custome This Agreement does not bigate after party or is Arias to enter no any Suitements of services ids.

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

I. 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 lerms Microsoft provides with the Fix will aid-up ficense to use and reproduce the Fix solely for its inlernal business purpose Customer may not modify, change the file name or combine any Fix with any non-Microsof computer code, except as expressly permitled in the Agreement 1I. Pre-Existing Work. All rights in Pre-Existing Work will remain the sole property of the party providing the Pre-Existing Work. Each party may use, reproduce and modify the other party's Pre-Existing Work only as needed to perform obligations related to Professional Services.

III. Services Deliverables. Upon payment in full, Microsoft grants Customer a non-exclusive, non-transferable, perpetual license to reproduce, use and modify the Services Deliverables solely for Customer's internal business purposes, subject to the terms and conditions in this Amendment.
iv. Affiliates' rights. Customer may only sublicense ils rights in Services Deliverables and Sample Code granted hereunder to its Affiliales, but Customer's Affiliates sublicense these rights. Customer is responsible for ensuring its Affiliales' compliance with C. Non-Microsoft software and technology. Cuslomer is solely responsible for any non-Microsof oftware or technology that Customer installs or uses with the Products, Fixes or Service.

Deliverables. Cusloner may not install or use non-Microsoft software or technology in any way that would subject Microsoft's intellectual properly or technology lo obligations beyond those included in this Amendment.

Sample Code. Upon payment in full, Microsoft grants Customer a non-exclusive, perpetual, non- transferable license to use and modify any Software code provided by Microsoft for the purposes of illustration ("Sample Code") and to reproduce and distribule the object code form of the Sample Code for Customer's internal business purposes only and not to any unaffillated third party. e. Restrictlons on use. Customer must not (and is not licensed to) (1) reverse engineer, de-compile or disassemble anv Producl. Fix or Service Deliverable: (2) install or use non-Microsoft software or technology in any way that would subject Microsof's intellectual property or technology to any other license terms; or (3) work around any lechnical limitations in a Product, Fix or Services Deliverable or restrictions in Product documentation. Except as expressly permitted in this Amendment or a Statement of Services, Customer must not distribute, sublicense, rent, lease or lend any Product, -ix or Service Deliverable, in whole or in part, or use them to offer hosting services to a third party.

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9. Supportablty of Prodie Sumert for Products is arable underest ening agreement, a separate Statement of Services or under the terms set http://support.microsoft.com or a successor site. -•

4. Confidentiallty. Subject to the requirements of Customer's public records and trade secrel laws (if any):
'Confidential Information" is non-public information that is designated "confidential" or that a reasonabl person should understand is confidential, and the terms of this Amendment. It Includes, but is not limited to non-public information regarding either party's products, features, marketing and promotions, and the negotiated terms of any Statement of Services.

Confidential Information does not include information that (a) becomes publicly 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 party will take reasonable sleps 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 parly will disclosure, must promptly notify the other parly.

A parly may disclose the other party's Confidential Information if required by law; but only after it notifies th ther parly (if legally permissible) to enable the other party to seek a protective order Neither party is required to restrict work assignments of its representatives who have had access to Confidential Information. Each party agrees that use of information in representatives' unaided memories in the development or deployment of the parties' respective products or services does not create liability under this Amendment or Trade Secret law, and each party agrees to limit what it discloses to the other accordingly.

These obligations apply for a period of five years alter the confidential information is received.

5. Compliance with applicable laws, privacy and security.

1. Customer consents to the processing of personal information by Microsoft and ils agents to facilitat he subject matter of this Amendment. Customer will obtain all required consents from third parlie Customer's contacts, resellers, distributors, administrators, and employees) under applicable privacy and data protection law before providing personal information to Microsoft.

1. Personald fate united stated tray other sinay in which i may be a red red and Area and Switzerland.

6. Warranties.

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a. Limited warranties and remedies - Profess/onal Services. Microsoft warrants that It will perform for them. These remedies are Customer's sole remedies for breach of warrantles in this section.

Customer waives any breach of warranty claims not made during the warranty period. b. Exclusions. The warranties in this section do not cover problems caused by accident, abuse or se in man consistent with this Amendment, including failure lo meet minimum syster requirements. These warranties do not apply to free, trial, pre-release or beta Products or to components of Products that Customer is permitted to redistribute. DISCLAIMER. Except for the

7. Defense of third-party clains.

To the extent not prohibited by applicable law, the parties will defend each other against the third-party claims described in this section and will pay the amount of any resulting adverse final judgment or approved settlement, but only if the defending parly is promptly notifled 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.C. § 516 is Customer is a Federal Government agency). The party being defended must provide the defending party with all requested assistance, Information and authorily. 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.

By Microsoft. Microsoft will defend Customer against any third-party claim to the extent it alleges that any Fix or Services Deliverable made available by Microsoft for a fee and used within the scope of Section 3 of this Amendment (unmodified from the form provided by Microsoft and not combined with anything else) misappropriates a trade secret or directly infringes a patent, copyright, or trademark or other proprietary right of a third party. If Microsoft Is unable to resolve a claim of infringement under commercially reasonable terms, it may, at its option, either (1) modify or replace the Fix or Services Deliverable with a functional equivalent; or (2) terminate Customer's license and refund any fees paid for such Fixes) and Services Deliverable(s). 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 a third-party claim. b. By Customer. To the extent permitted by applicable law, Customer will defend Microsoft against any third-party claim to the extent it alleges that Customer's use of any Fix or Services Daliverable alone or in combination with anything else, violates the law or damages a third party. c. Notwithstanding the foregoing, Microsoft's rights set forth in this section (and the rights of the third party claiming infringement) shall 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 liability to the other is limited to direct damages finally awarded in Services, sube lo exte dollowangunla Customer was required to pay for the applicable Staterent of 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
Exclusions. In no event will either party be liable for any indirect, incidental, special, unitive, or consequential damages, or for loss of use, loss of business information, lo:
i revenue, or interruption of business, however caused or on any theory of liabilit c. Exceptions. No limitation or exclusions will apply to liability arising out of elther party's (1 confidentiality obligations (except for all fiabllity related to Customer Data, which will remain subjec AmendmenlApp v4.0 CTM-FW(-CIC-AGR BD

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

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

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

Customer may terminate a Statement of Services upon 30 days' notice. Either parly 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' nolice of such breach. Microsoft may terminate a Statement of Services if Customer fails to pay any invoice that is more than 60 days outstanding. Customer agrees to pay all fees for Professional Services performed and expenses incurred prior to termination and any additional amounts that may be specified in a Statement of Services. Upon Microsoft's receipt of payment for the Professlonal 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 Statemen of Services. All nolices, authorizalions, and requests given or made in in electronic form, including by email to contacts provided by the Customer. Emails will be trealed as delivered on the transmission date.
b. Applicable law; dispute resolution. This Amendment together with the applicable Statement of Services will be governed by the laws set forth in the Agreement. c. Severability. If any provision of this Amendment is held to be unenforceable, the balance of the Amendment will remain in full force and effect.
d. Waiver. Failure to enforce any provision of this Amendment will not constitute a waiver. Any waiver 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 Amendment, except those requiring performance only during the term of a Statement of Services. • Microsoft as independent contractor, The parties ara independent contractors . Customer and Microsoft each may develop products independentiy wilhout using the other's Confidentia Information.
g. Use of contractors. Microsoft may use contractors to perform Professional Services but will be responsible for their performance subject to the terms of this Amendment. :

Microst enay Change die Piodie terms and us lists i acedance taie not he order are expressy ejected and wil not apens and contions contained in Customer's purchase J. No transfer of ownership. Microsol does not transfer ownership rights in any Product. Thi roducts are protecled by copyright and other intellectual properly rights, laws and internationa treaties.

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k. Professional Services payment terms. Customer agrees to pay all fees in a Statement of Services within 30 days of the date of Microsoft's invoice unless the Statement of Services provides otherwise.

Microsoft may assess a finance charge of the lesser of 18% per annum, accrued, calculated and payable monthly or the highest amount allowed by law on all past due amounts due to Microsoft.

Microsoft will have no obligalion to continue to provide Professional Services if Customer fails to make limely payment.

1. Taxes. If any amounts are to be pald to Microsoft, the amounts owed are exclusive of any taxes Customer shall pay all value added, goods and services, sales, gross receipts or other transaction taxes, fees, charges or surcharges or other similar taxes, chares or fees or any regulatory cost recovery and other surcharges that are owed under this Amendment and which Microsoft is permitted to collect from Customer. Customer shall also be responsible for an applicable stamp taxes and for all other taxes that It is legally obligated lo pay, Including any taxes that arise on the distribution of provision of Professional Services by Customer to its Affiliates. Microsoft shall be responsible for payment of all taxes based upon its net income, gross receipts taxes imposed in lieu of taxes on income or prolits, or taxes on Microsoft's property ownership. m. No thirel-party beneficiaries. This Amendment does not create and third-parly beneficiary rights.

This Amendment must be attached to a signature form to be valid.

Microsoft Internal Use Only:
_Consulting Services Amendment for EA CTR CTM-FWK-CTC-AGR Attach.doc»
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AGREEMENT # ITARC-00935

LICENSED SUPPORT PROVIDER (LSP)
AGREEMENT No. ITARC-00935
For

MICROSOFT PRODUCTS AND SERVICES
UNDER MICROSOFT EA NO. 8084445

BETWEEN

COUNTY OF RIVERSIDE
And

SOFTCHOICE CORPORATION
This Agreement is entered between the COUNTY OF RIVERSIDE, a political subdivision of the State of California. (herein referred to as "COUNTY"). and Softchoice Corporation. a New York Corporation authorized to conduct business in the State of California (herein referred to as "LSP") of Microsoft Licensing Solution Provider. effective from November 01.2024 and continues in effect through October 31. 2027. based on LSP's response to RFQ no. ITARC-532 for Microsoft products and services under Microsoft EA no. 8084445. The parties agree as follows:

1. All Terms and Conditions of this Agreement No. ITARC-00935 shall govern purchase of Microsoft products and services under Microsoft EA no. 8084445 by County through the LSP.

2. Period of Performance:

This Agreement shall be effective from November 01.2024 and continues in effect through October

31. 2027. with the option to renew for an additional three-year period expiring on October 31, 2030. with no obligation by the County of Riverside to purchase any specified amount of goods or services.

In addition. the County may at any time choose to transfer the crollment 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 corollments with contracted LSP through the LSP contract expiration date.

3. Compensation
The COUNTY shall pay the ISP 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.

Government agencies are not allowed to pay excess intercst and late charges, per Government Codes.

Section 926.10. No legal liability on the part of the COUNTY shall arise for payment beyond June 30 of each calendar year unless funds are made available for such payment. In the event that such 1 Revision 1/06/2021
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AGREEMENT # ITARC-00935
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. +. Hold Harmless/Indemnification:
d.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 damagc. 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 L.SP 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 ISP: or in the event of LSP unwillingness or inability for any reason whatsoever to perform the terms of this Agreement.

6. Alteration or Changes to the Agreement
The Board of Supervisors and the County Purchasing Agent and/or his designee is the only authorized County representatives who may at any time. by written order. alter this Agreement. If any such alteration causes an increase or decrease in the cost of. or the time required for the performance under this Agreement. an equitable adjustment shall be made in the Agreement price or delivery schedule. or both. and the Agreement shall be modified by written amendment accordingly.
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AGREEMENT # ITARC-00935
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 Softchoice Corporation Attn: Procurement Contract Specialist Attn: William Miller 3450 14" Street 314 W Superior St. Suite 400
Riverside. CA 92501 Chicago. 60654
[email protected]

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

ISP 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. Distriets. Special Districts. and Departments. their respective directors, officers. Board of Supervisors. employees, elected or appointed officials. agents. or representatives as Additional Insureds.

A. Workers' Compensation:

If the I.SP has employees as defined by the State of California. the LSP shall maintain statutory Workers Compensation Insurance (Coverage A) as prescribed by the laws of the State of California. Policy shall include Employers' Liability (Coverage B) including Occupational Disease with limits not less than $1.000.000 per person per accident. The policy shall be endorsed to waive subrogation in favor of The County of Riverside. Policy shall name the COUNTY as Additional Insureds.

B. Commercial General Liability:

Commercial 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 I.SP'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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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 ISP 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 covcrage 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 terin.
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 cither: 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 I.SP'S insurance carrier(s) to furnish the County of Riverside with either 1) a properly executed original Certificate(s) of Insurance and certified original copies of Endorsements effecting coverage as required herein. and 2) if requested to do so orally or in writing by the County Risk Manager, provide original Certified copies of policies 4 Retesion 1/06/2021
AGREEMENT # ITARC-00935
including all Endorsements and all attachments thereto, showing such insurance is in full force and effect. Further. said Certificate(s) and policies of insurance shall contain the covenant of the insurance carriers) that a minimum of thirty (30) days written notice shall he given to the County of Riverside prior to any material modification. cancellation. expiration or reduction in coverage of such insurance. If LSP insurance carrier(s) policies does not meet the minimum notice requirement found herein. LSP shall cause LSP's insurance carrier(s) to furnish a 30 day Notice of Cancellation Endorsement. 4) In the event of a material modification. cancellation. expiration. or reduction in coverage. this Agreement shall terminate forthwith. unless the County of Riverside receives. prior to such effective date, another properly executed original Certificate of Insurance and original copies of endorsements or certified original policies. including all endorsements and attachments thereto evidencing coverage's set forth hercin and the insurance required herein is in full force and effect. I.SP shall not commence operations until the COUNTY has been furnished original Certificate (s) of Insurance and cortified 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 SP's insurance shall be construed as primary insurance. and the COUNTY'S insurance and/or deductibles and/or self-insured retention's or self-insured programs shall not be construed as contributory. 6) If. during the term of this Agreement or any extension thereof. there is a material change in the scope of services: or. there is a material change in the equipment to be used in the performance of the scope of work: or. the term of this Agreement. including any extensions thereof. exceeds five (5) years: the COUNTY reserves the right to adjust the types of insurance and the monetary limits of liability required under this Agreement. if in the County Risk Management's reasonable judgment. the amount or type of insurance carried by the LSP has become inadequate.

I.SP shall pass down the insurance obligations contained herein to all tiers of subcontractors working under this Agreement.
8) The insurance requirements contained in this Agreement may be met with a programs) of self-insurance acceptable to the COUNTY.
9) LSP agrees to notify COUNTY of any claim by a third party or any incident or event that may give rise to a claim arising from the performance of this Agreement.

9. General:

9.1 This Agreement. including any attachments or exhibits, constitutes the entire agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous representations. proposals. discussions and communications. whether oral or in writing. This Agreement may be changed or modified only by a written amendment signed by authorized representatives of both parties.
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AGREEMENT # ITARC-00935

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

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

Exhibit A: Scope and pricing.

Exhibit B: LSP Reporting of Active Enrollments.

Exhibit C: Microsoft LSP Participation Form.

Exhibit D: Microsoft EA Benefits for Government Agencies.

Exhibit E: Microsoft Enterprise Agreements and Amendments.

El) Microsoft Enterprise Agreement No. 8084445.

E2) Microsoft Select Plus Agreement No. 7756479.

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

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

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

The CUETA authorizes use of an electronic signature for transactions and contracts among parties in C'alifornia, including a government agency. Digital signature means an electronic identifier. created by computer. intended by the party using it to have the same force and effect as the use of a manual signature. and shall be reasonably relied upon by the parties. For purposes of this section. a digital signature is a type of "electronic signature" as defined in subdivision (i) of Section 1633.2 of the Civil Code.

9.6 If the entity is a corporation, the signatures of two corporate officers (the president, vice 6 Revision 1/16/2021
AGREEMENT # ITARC-00935
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 LI.Cs operating agreement.

IN WITNESS WHEREOF, the Parties hereto have caused their duly authorized representatives to execute this Agreement.

COUNTY OF RIVERSIDE, a political SOFTCHOICE CORPORATION., a New York subdivision of the State of California Corporation authorized to conduct business in the State of California.

Ahmak Wit Jeff Knowlton
By: By:

Chuck Washington Name: Jeff Knowlton Al per
AV
Chair of the Board of Supervisors Title: SVP Sales and Demand Generation 9/10/2024 Dated: Jul 3, 2024
Dated:

ATTEST:

Kimberly Rector
Clerk of the Board
APPROVED AS TO FORM:

Minh C. Tran
County Counsel
By _
Paula Salcide
Deputy County Counsel
Dated: 7/8/2024
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AGREEMENT # ITARC-00935
Exhibit A
Scope and pricing
LSP's Scope and responsibilities

1. The Licensed Support Provider (LSP) will resell all available Microsoft Licensed Support Provider (LSP) for Microsoft Master Microsoft Enterprise Agreement No. 8084445: Software Licensing.

Software Support. Cloud Services such as Azure. Industry Solutions Delivery (ISD) formerly Microsoft Consulting Services (MCS), Microsoft Unified Support and Microsoft incident response. Microsoft Select Plus Agreement No. 7756479.

2. The agreement with L.SP 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 I.SP will serve as the liaison between the political entity for enrollments under the Microsoft EA.

3. The ISP 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 I.SP 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 seleeted LSP. Multiple LSP's cannot service a single Enterprise Agreement Enrollment. Enrolled Affiliate may at any time choose to transfer their current enrollment from one LSP to another LSP pursuant to the transfer terms set by Microsoft.

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

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

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 I.SP will provide. at the Enrolled Affiliate's request. a licensing portal that allows the tracking of licenses beyond the capabilities of the Microsoft VLSC. This portal will show. but not be limited to. all licenses on the current enrollment. quantities of said licenses. track licenses at department/agency Ivels. transfer licenses to and from each department/agency, and have reporting functionalities. 8 Revision 1/06/2021
AGREEMENT # ITARC-00935

10. The LSP will provide training to the Enrolled Affiliate's Microsoft administrators on Microsoft portals such as the VI.SC. Office 365. Azure. etc. within 30 days of receiving a purchase order for such products that introduce a new portal. LSP should outline what aspects of training they feel would be beneficial in their proposal.

11. The I.SP 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 I.SP 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 duc 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 ISP will be charged 1.00% of the annual enrollment sales amount to leverage the Riverside County Master Microsoft Agreement No.8084445. and Select Plus Agreement No.7756479. which includes Software Licensing. Software Support. Cloud Services such as Azure. Industry Solutions Delivery (ISD). Microsoft Consulting Services (MCS). Microsoft Unific Support and Microsoft incident response. This administrative fee will be an annual fee. per enrollment inclusive of Affiliates Shadow Enrollments.

16. The Servicing I.SP 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 ISP shall provide the ability to for the acquisition of Microsoft services as the demand for individual product scrvices or capabilities expand. The servicing LSP shall provide services to include Microsoft Unificd. Industry Solutions Delivery (ISD). and Microsoft incident response. The Servicing L.SP 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 1A20/2021
AGREEMENT # ITARC-00935

18. I.SP 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 I.SP's Master Agreement pricing.

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

23. Administrative fee checks shall be submitted to:

Riverside County Information Technology
Attn: Accounts Receivable
3450 14th Strect. 4th Floor
Riverside. CA 92501
10 Revision 1/00/2021
AGREEMENT # ITARC-00935
Pricing:

1. Microsoft Enterprise License Subscription and services Item Description Price Level Markup %
Enterprise Online Services** (including Full USI.s. From SA "3.50 USLs. Add-ons and Step Ups) M365 E3 and E5. Enterprise Level D Mobility + Security E3 and E5. Office 365 Enterprise E1 or E3. Windows 10 Enterprise E3 or ES.

Enterprise Products (Office 365 Pro Plus. Windows 10 Level D 5.50 Enterprise. Core CAL. Suite. Enterprise CAL Suite).

Additional Products (M365 F1. M365 E5 Compliance. M365 5.50 ES Security. Office 365 Enterprise F1. Project Online. Visio Level D Online Plan 1 or Plan 2. Dynamics 365. Azure. SQL Server.

Windows Server, etc).

Server and Tools Product (applies to Server and Cloud 5.50 Enrollments only) SharePoint Server. SQL Server. BizTalk Level D Server. Visual Studio. Core Infrastructure Suites. etc.

All products for Select Plus Agreement No. 7756479. 8.00 Microsoft Unified Support Services 7.00
Microsoft Consulting Services 5.50
Microsoft Incident Response 5.50

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

Solution Area Specific Capability Number Customer Size Reference? Number of successful customer production mail 2000+ Small to Medium Yes and Enterprise
deployments/migrations?
500+ Small to Medium Yes
Number of successful customer production SharePoint and Enterprise deployments/migrations?
1000+ Small to Medium Yes
Number of successful customer production Teams
deployments/migrations? and Enterprise
1000+ Small to Medium Yes
Number of successful customer production Teams and Enterprise Voice deployments/PBX migrations?
Number of people with specialized expertise on 100+ Small to Mediun Yes and Enterpris
lechnologies listed above
11 Revision 1/00/2021
AGREEMENT # ITARC-00935

3. License Support Provider (LSP) service rates:

Certified Competency (Yes/No) Hourly Rate (On
Data and Artificial Intelligent Premise)
Build Intelligent Apps Yes $250
Build Intelligent Agents... Yes $250
Machine Learning Yes $250
Internet of Things Yes $250
Globally distributed data Yes $250
OSS Databases Yes $250
Cloud Scale Analytics Yes $250
Data Platform Modernization to Azure Yes $250
Windows Server on Azure Yes $250
Security & Management Yes $250
Datacenter Migration Yes $250
Modern Business Intelligence Yes $250
Copilot Yes $250
Biz Apps
Customer Service Yes $250
Field Service Yes $250
Marketing Yes $250
Talent Yes $250
Finance and Operations Yes $250
Business Central Yes $250
Power Apps Yes $250
Power BI Yes $250
Apps and Infrastructure
Azure Stack Yes $250
High Performance Compute Yes $250
Cloud Native Apps using Serverless Yes $250
Modernize Apps Yes $250
SAP on Azure Yes $250
Linux on Azure Yes $250
Dev Ops Yes $250
Business Continuity & Disaster Recovery Yes $250
Windows Server on Azure Yes $250
Security & Management Yes $250
Datacenter Migration Yes $250
Modern Workplace
User Adoption & Change Management Yes $250
Security Yes $250
GDPR & Compliance Yes $250
Team work Yes $250
Calling & Meetings Yes $250
Modern Desktop Yes $250
Office 365 Migration Assistance Yes $250
Mail Yes $250
Teams Yes $250
SharePoint Yes $250
One Drive Yes $250
12 Revision 1/06/2021
AGREEMENT # ITARC-00935
Exhibit B

LSP REPORTING OF ACTIVE ENROLLMENTS
MICROSOFT ENTERPRISE AGREEMENT No. 8084445
LSP Name Company name
RIVCO
Contract ID I TBD
Annual
Sales
Enrollment
Master Enrollment Enrollment Start End Reparing. 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 1/06/2021
AGREEMENT # ITARC-00935
Exhibit C

MICROSOFT LSP PARTICIPATION FORM

JIM SMITH
Chief Information Officer
RCIT

TRACY TILLMAN
Deputy Director Admin - IT
Che normation eity micer
Microsoft LSP Participation Forn
(RFQ #ITARC-00532 Attachment 2)
Complete this form and return to:

Riverside County Information Technology
Attention: Linda Fakhouri 3450 14th Street, Fourth Floor E-mail: [email protected] Riverside, CA 92501
County of Riverside TIN #: 95-6000930
Company Name: Softchoice Corporation
Name: William Miller Title: Public Sector Sales Leader
Address: 314 W Supenor St. Suite 400
City: Chicago Zip Code: 60654 _Telephone # (312) 752-3216 Fax#: Email: [email protected]
The County of Riverside is the host of the Microsoft Master Agreement No. 8084445. All questions regarding the products and licensing should be directed to Microsoft.

By signing below, I am agreeing to pay the participation fees for each enrollment that is established by leveraging the County of Riverside Master Agreement in accordance to the schedule referenced on RFQ # ITARC-00532 and any subsequent contracts and / or amendments By signing below, I also agree that all enrollments will be submitted to Microsoft direct, to report enrollment activity and comply to the payment schedule per RF # ITARC-00532 to Riverside County Information Technology.

Please reference the remittance information above for where to send the payment. Failure to comply may result in the award being rescinded
spateel Apr 30, 2024
Al per
Signature Date AV
Danielle Ryterband Director, legal & privacy office
Printed Name Title
Riverside lanty Innayatund enter a 115il try, in a rap wie! 14 Revision 1/06/2021
AGREEMENT # ITARC-00935
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.

This will make it easy when calculating New. Additional product, and True-up purchases at the beginning or during your Enterprise Agreement Term. It also reduces possible confusion among partners.

E3 No charge Onboarding Services
Microsoft assisted onboarding is now a benefit of Office 365, Microsoft Intune, Azure AD Premium and Azure RMS. Eligible customers will receive guidance from a dedicated group of onboarding experts known as the Microsoft FastTrack Center (FTC) to onboard to these services. The FTC uses an onboarding approach known as FastTrack to help you. your IT Team. and or Partner. confidently onboard new users and capabilities. Programs are subject to change and/or evolve.

ES Raise and lower commitment for hosted services during the Enterprise Agreement Period You can raise your commitment for hosted services like 0365. CRM. Azure during the current EA year and only commit to the remaining months in that year. Example: your anniversary for your /ear-2 term is in November and your adding 100 Office 365 users in May. You will only be obligated to pay for the 6 months leading to your anniversary. Additionally. you can now true-down hosted services at your anniversary to the original commitment level as well.

E6 Additional Software Assurance benefits
• With New Version Rights. you can upgrade each Microsoft product license that is covered by active Software Assurance to the most recent version for no additional cost. When a new version of Microsoft Office is released during the term of your agreement. your licenses are automatically upgraded to the new version.
• Office Roaming Use Rights: Help expand end-user productivity and extend the value of your virtual desktop environment with Office Roaming Use Rights. which lets users with Software 15 Revision 1206/2021
AGREEMENT # ITARC-00935
Assurance on Office. Project. or Visio remotely access their software on their virtual desktops from third-party devices.
• Sprcad 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 ycars in advance. When you use the Spread Payments bencfit. 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 Ravision 1/16/2021
AGREEMENT # ITARC-00935
Exhibit E
Microsoft Enterprise Agreements and Amendments
EI) Microsoft Enterprise Agreement No. 8084445.

E2) Microsoft Select Plus Agreement No. 7756479.

E3) Amendments No. I- EA Custom Terms CTM (Document No. CTM-CPT-OPT-FWK) E4) Amendments No. 2- EA Custom Terms (Document No. CTM-FWK-CTC-AGR). 17 Revision 1/06:2021

7. Softchoice Corporation- LSP Agreement no.

ITARC-935 (005) for signature
Final Audit Report 2024-07-03
Created: 2024-07-03
By: Ayesha Jabbar ([email protected])
Status: Signed
Transaction ID: CBJCHBCAABAAGuFJo8p4J_oYV71cBsYr-jmS2-hEoGGX "7. Softchoice Corporation- LSP Agreement no. ITARC-935 (005 ) for signature" History
2 Document created by Ayesha Jabbar ([email protected]) 2024-07-03 - 5:49:00 PM GMT- IP address: 70.54.79.79
C Document emailed to Jeff Knowlton ([email protected]) for signature 2024-07-03 - 5:49:46 PM GMT
• Email viewed by Jeff Knowlton ([email protected]) 2024-07-03 - 5:52:53 PM GMT- IP address: 104.47.74.126
So Document e-signed by Jeff Knowlton ([email protected]) Signature Date: 2024-07-03 - 5:55:47 PM GMT - Time Source: server- IP address: 72.15.59.2 • Agreement completed.
2024-07-03 - 5:55:47 PM GMT
Powered by
Se Softchoice Acrobat sign Adobe
8 Microsoft Volume Licensing
Program Signature Form
MAA/MeSA simher n04-kayleed-S-04
Agreement numher 8084445
Note: Enter the applicable active nunhers associaled with the documents below, Microsoft requires the associated active number be indicated here, or listed below as new.

For the purposes of this form, "Custorer can mean the signing entity. Enrolted 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 belween the Customer and the Microsoft Affiliate signing, as of the effective date identified below.

Contract Document Numbaror Cods
Enterprise Agreement X20-10209
*Choose Agreement: Document Number or Code
‹Choose Agrcement> Document Number or Code
«Choose Agreement> Document Number or Code
‹Choose Agreement: Document Number or Code.
«Choose Enroltrieni/Registration» Document Number or Code «Choose Enroltment/Registration» Docurent Number or Code ‹Choose Enroltment/Registrations 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)
Uy signing below, Customer and the Microsof! Affiliate agree that both parlies (1) have received, read DATE and understand the above contract documents, including any websites or documents incorporated b reference and any amendments and (2) agree to be bound by the terms of all such documents 8/22/19 1: Custome A
Name of Entity (must bolegal entity name)" Counly of Riverside

FORM APPROVED, COUNTY COUNSEL
Signature Date 08/22/2019
_SUSANNA N. OR Tax ID
• indicales required fleld
8YS
Programsignt can MigryNA, LatAr:!ExBRA,MÚI;ENCHAng20|i Puge 1 012 !
#Microsoft Alla -
Microsoft Corporation
signature Cali _ Microsoft
Printed First and Last Name Microsoft Corporation
Printad Titlc
AUG 2 3 2019
Signaturo Date
(dale ficusolt Alffalo countersig"s) Chance Krail
uly Authorized on behalf c
Agreement Effective Date
8/23/2019 Microsoft Corporatio
(rnay be Clterent than liczuraft s synature dale)
Optional 2d Custorer signature or Outsourcer signature (if applicable) Customer
Name of Entity (must be legal entity nare)
Signature*
Printed First and Last Name®
Printed Title :

Signature Date*
• indicames required fielet
Outsourcer
Name of Entity (must be legal entity name)"
Signature*
Printed First and Last Naine*
Printed Tillo
Signature Date
*indicates requred field
If Customer requires physical media, additional contacts, or is reporting multiple previous Enrollments include the appropriate forms) with this signature fom
ter this signature form is signed by the Customer, send it and the Contract Documents 1o Customer le Sinature or is clerected by acrost Custome will receive a gonnain cos i Depi. 55. Volume Licensing
6100 Neil Road, Suite 210
Reno, Nevada 89511.1137
USA
!

Page 2 of 2 ends

8 Microsofi Volume Licensing
Amendment to Contract Documents
Agrochen: Penin
004-kayleed-5-04
8084445
This amendinent ("Amendment") is entered inn beiween the parties identified on the altached progian signature form. It amends the Enrollment or Agreement identified above. All lerns used but not defines in this Amendment will have the same meanings provided in that Enrollment or Agreement Enterprise Agreement
Custom Terms CTM

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

Tern. he lerm of this Agreemen! will roman in ellect unless terminated by either parl pascibed belore Each Enrollinent will have the term provided in that Enlimer The pricing that Microsofl will offer Emolled Afflate's Reselier for Enrollments effectivr helween November 1, 2019 through October 31. 2021, ant that will apply for Ihe entire initial lerm of such Emollients, is as follows:
1 Produci Price Examples Include bit are not limited to Level the following*:

Enterprise Online Services"* level M365 E3 and ES. Enterprise Mobilily * minus 2% Securily E3 and E5. Oilice 365 Enlerprise
(inciurling Full USLs. From SA
USts, Add ons and Slep Ups) E1 or E3. Windows 10 Enterprise E3 or ES Enterprise Prociucts OfficE 365 Pro PIus. Windows 10
Enterprise, Core CAL Suite. Enterprise
Additional Products Level D M365 FI. M365 ES Compliance, M365 E5 Security. Office 365 Enterprise Fi, Projcel
Online, Visio Online Plan 1 or Plan 2.

Cindows Server, d 365. Azure. SQl Serve
Server and Tools Product Level D SharePoint Server, SOL Server, BizTaik Server, Vistial Studio. Core Infrastructure
pplies lo Server and Clo Suites, elc.
arolinents ont
• The esples encive oilme services thist ine available in sitter the cornercial of government cloud ellenes re aided updateder seit or omove from llie Enterprise piagian olferin.

Exclusions apply lo the additional 2%% discount on Enterprise Online Services as follows:

C1W.CPT.OPT.FWX AD
rane 1 e1?
• The price list month that applies lo an order is not a factor in delermining whelher the additional 2% discount on Enterprise Online Services may be applied lo an order. The only applicable factor is the effeclive date of the Enrollinent.

The discount does not apply to any extensions of the initial Term or renewal Enrollments
The discount does not apply in any promotional SKUs. Enrolled Affiliate is entitled e lover of the promotional price or discounted pric
The price lovel thal applies to Emoliments elfeclive on or after November 1, 2021 is Level D lor all Products.

The Reseller and the Enrolled Affiliale will determine he Enrolled Amille's actual pricé and payment ferns.

Except for changes made by ihis Amendment, the Enrollnient or Agreement identified above remains unchanged and in full force and eflect. If there is any conflict between any provision in Ihis Amendment and any provision in the Enrollinent or Ayreement identified above, this Amendment shall control 'This Amendment must he attached to a signature form to be valid.

Microsoft Internal Use Only:

Riverside County EA Amend B.Z,docx ICTM | CIM-CPI:OFT-PWK BD

Page 2 of 2 ends

:
8 Microsoft Volume Licensing
Enterprise Agreement State and Local
ilol for dise with Messoft Musiness Agreement or Micioll Rosiness and Services Agreemer This Microsoft Enterprise Agreement ("Agreement) is entered into between the entities identified on the signature form
Effective date. The effective date of this Agreenient is the earliest effective date of any Enrolinent entered into under this Agreement or the date Microsott accepts this Agreement, whichever is earlier.

This Agreement consists of (1) these Agreement terms and conditions, including any amendments and the signature form and all allachments identified therein, (2) the Product Terms applicable to Products licenser under this Agreernent, (3) the Online Services Terms. (4) any Affiliate Enrollment entered into under thi Agreement, and (5) any order submitted under this Agrcement.

Please note: Dosunents referenced in this Agreement but not attached to ine signature form may be found at http.//www.inicrosoft.com/licersingicontracts 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. Custome hould review such documents carefully, both at the time of signing and periodically thereafter, and full inderstand all terms and conditions applicable to Products license Terms and Conditions

1. Definitions.
"Affiliate" neans
a. with regard to Customer.
(1) any government agency, departinent, 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 (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 stale jurisdiction and geographic boundaries: and
fill) any other entity in Customer's state expressly authorized by the laws of Customers slate to purchase under state contracts: provided that a state and its Affiliates Shall not, for Arises f this definition, be considered to be Affiates of the federal government and its with regard to Microsoft, any legal entity that Microsoft owns, that owns Microsoft, or that i inder common ownership with filicrosof
"Customer means the legal enlity that has entered into this Agreement witl Microsoll Customer Data" means all data, including all text, sound, soflware, image, or video files that are provicle Microsoft by, or on behalf of an Enrolled Affiliate and its Affiliates through use of Online Service "day" means a calendar day, except for references that specify "business day" "Enrolled Affiliale" means an entity, either Custorner or any one of Customer's Affiliates Ihat has enterer into an Enrollment under his Agreement
•

1.A20I0Ag(1/S)SL.C(EMG)(Mov201G) Page 1ot 11
Uncutient X2U-10209
"Enrollment" means the document that an Enrolled Affiliate submits under this Agreement to place orders for Proclucts
"Enterprise" means an Enrolled Affiliale 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 heir derivatives, that Microsoft either releases generally (such as Product service packs) or provites to Customer to address a specific issue.

Lay be manse on a eden of suit aces an us ridio fone license to nee Services will te considered Subscription Licenses
"Microsoft" means the Microsoft Affiliate that has entered into this Agreement or an Enroliment and its Affiliates, as appropriale.

Online Services" means the Microsoft-hosted services idenified as Online Services in the Product Terms. "Unline Services Terms" means the additional terms that apply to Customer's use of Online Services published on the Volume Licensing Site and'uprialed from time 1o 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 bela versions. "Product Terms" means the document that provides information about Microsoft Products and Professional Services available through volume licensing. The Product Terms rocument is published on the Volume Licensing Site and is updated froin time to lime.
"SLA" means Service Level Agreement, which specifies the minimum service level for Online Services and is published on the Volume Licensing Site.
"Software" means licensed copies of Microsoft software identified on the Product Terms. Software does not include Online Services, but Soflware 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 Seat means info, macion that is not e to aly sonale of es tiny er he areale to tre to minin "use" or "run" means to copy, install, use, access, display, run or otherwise interaci. "Use Rights" means the use rights or terms of service for each Product published on the Volume Licensing Site and updated from time to time. The Use Rights supersede the terms of any end user license agreement that accompanies a Product. The Use Rights for Software are published by Microsoft in the Product Terms The Use Rights for Online Services are published in the Online Services Terms. "Volume Licensing Site" means http://www.microsoft.com/lcensing/contracts or a successor site.

How the Enterprise program works.
filiales may order Licenses for Products by entering into Enrollinent

Page 2 of 1 ends

Alameda City CouncilApril 21, 2026

Alameda City Council
April 21, 2026