Agenda, regular meeting, second session — Bakersfield City Council, July 23, 2025 (part 2 of 5)

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WHEREAS, CONTRACTOR represents that CONTRACTOR is experienced and well qualified in the field of mental health services to persons experiencing homelessness; and
WHEREAS, CITY desires to assist CONTRACTOR by making grant funding available for mental health services to persons experiencing homelessness in local shelters; and
WHEREAS, the CITY desires to grant EIGHT HUNDRED AND EIGHTY THOUSAND, NINE HUNDRED DOLLARS ($ 880, 900) in HHAP- 3 funds and THREE HUNDRED THOUSAND DOLLARS ($ 300, 000) in HHAP- 4 funds for a total of ONE MILLION, ONE HUNDRED AND EIGHTY THOUSAND, NINE HUNDRED DOLLARS ($ 1, 180, 900) to CONTRACTOR to be expended on projects serving persons experiencing homelessness; and
WHEREAS, CITY shall not be obligated to disburse, or pay to, CONTRACTOR or any third party, any funds until and after CITY receives grant funds from the state government.

NOW, THEREFORE, incorporating the foregoing recitals herein, CITY and CONTRACTOR mutually agree as follows:

1. HHAP- 3 FUNDING TERMS. CONTRACTOR and its subcontractors shall comply with all terms of the HHAP- 3 State of California Standard Agreement, which is attached hereto and incorporated by reference herein as Exhibit " A".

2. HHAP- 4 FUNDING TERMS. CONTRACTOR and its subcontractors shall comply with all terms of the HHAP- 4 State of California Standard Agreement, which is attached hereto and incorporated by reference herein as Exhibit " B".

3. SCOPE OF WORK. In exchange for the Compensation ( defined below), CONTRACTOR shall provide mental health services as set forth in Exhibit " C," which is attached hereto and incorporated herein by reference as if set forth in full.

4. COMPENSATION. It is expressly agreed and understood that the total amount to be paid by CITY under this Agreement shall not exceed EIGHT HUNDRED AND EIGHTY THOUSAND, NINE HUNDRED DOLLARS ($ 880, 900) in HHAP- 3 funds and THREE HUNDRED THOUSAND DOLLARS ($ 300,000) in HHAP- 4 funds for a total of ONE MILLION, ONE HUNDRED AND EIGHTY THOUSAND, NINE HUNDRED DOLLARS ($ 1, 180, 900). The Compensation shall be the total compensation under this Agreement including, but not limited to, all out-of-pocket costs and taxes. Such grant shall only be used to pay

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for operating costs provided as set forth in Exhibit " C" and in accordance with this Agreement.

4. 1. Disbursement of Funds. CITY shall not be obligated to disburse, or pay to, CONTRACTOR or any third party, any funds until and after CITY receives HHAP- 3 and HHAP- 4 funds from the state government.

If CITY does not receive such funds, CITY, at its option, may terminate or suspend this Agreement without any liability to CONTRACTOR or its subrecipients until CITY receives such funds. CONTRACTOR shall not be entitled to any damages from CITY if CITY refuses to disburse funds until CITY receives funds, even if CONTRACTOR or any third party has detrimentally relied upon this Agreement.

4. 1. 1. CONTRACTOR shall conform to the " time frame" as set forth in Exhibit " C," attached hereto and incorporated herein by reference. CONTRACTOR shall pay for any and all costs
greater than ONE MILLION, ONE HUNDRED AND EIGHTY
THOUSAND, NINE HUNDRED DOLLARS ($ 1, 180, 900).

4. 2. Eliciible Claims for Payment. CITY agrees to pay eligible claims for payment to CONTRACTOR within thirty (30) days after CITY receives an eligible claim for payment as set forth herein, and a properly - designated CONTRACTOR official certifies the claim.

4. 3. Method of Payment. CITY agrees to pay " claims for payment" directly to CONTRACTOR within 30 days after CITY receives a satisfactory " claim for payment." CONTRACTOR shall properly itemize and document claims for payment to show clearly the items, tasks, or services for which CONTRACTOR claims reimbursement, as well as describing to which of the Activities the payment is related.

CONTRACTOR shall also describe the basis for computation: cost per hour, cost per weight, cost per task, or other measurement as CITY may specify. CITY may review the claim for completeness and accuracy, and may refuse to pay any claim until explained to CITY' s satisfaction.

5. TERM. The term of this Agreement shall begin November 9, 2023 and ends May 8, 2025.

6. TERMINATION OF AGREEMENT. CITY reserves the right to terminate this AGREEMENT upon giving CONTRACTOR notice of intention to terminate at least 30 days prior to the effective date of the termination. CITY shall only convey to CONTRACTOR funds for work done prior to the effective date of KERN COUNTY HOSPITAL AUTHORITY Page 3 of 15
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termination. This Agreement may be terminated by any party upon 30 days written notice.

7. CONTRACTOR' S OBLIGATIONS. In addition to the terms stated herein, CONTRACTOR shall comply with the following Federal and State laws and regulations:

7. 1. Laws and Regulations.

7. 1. 1. Federal. CONTRACTOR shall comply with all provisions of Federal law applicable to this Agreement.

7. 1. 2. California. CONTRACTOR shall comply with all provisions of California law applicable to this Agreement.

7. 1. 3. Compliance with All Laws. CONTRACTOR shall, at CONTRACTOR' s sole cost, comply with all of the
requirements of Municipal, State and Federal authorities now in force, or which may hereafter be in force, pertaining to this Agreement, and shall faithfully observe in all activities relating to or growing out of this Agreement all Municipal ordinances and State and Federal statutes, rules or
regulations and permitting requirements now in force or which may hereafter be in force including, without
limitation, obtaining a City of Bakersfield business tax certificate ( Bakersfield Municipal Code Chapter 5. 02) where required.

7. 1. 4. Compliance with All State and Federal Laws, Rules Guidelines and Regulations. The CONTRACTOR agrees to
comply with all State and Federal laws, rules and
regulations that pertain to construction, health and safety, labor, fair employment practices, environmental
protection, equal opportunity, fair housing, and all other matters applicable and/ or related to the HHAP program, the CONTRACTOR, its Subcontractors, and all eligible
activities.

CONTRACTOR shall also be responsible for obtaining any
and all permits, licenses, and approvals required for
performing any activities under this Agreement, including those necessary to perform design, construction, or
operation and maintenance of the activities.

CONTRACTOR shall be responsible for observing and,
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complying with any applicable federal, state, and local laws, rules or regulations affecting any such work,
specifically those including, but not limited to,
environmental protection, procurement, and safety laws, rules, regulations, and ordinances. CONTRACTOR shall
provide copies of permits and approvals to the CITY upon request.

8. INDEPENDENT CONTRACTOR. CONTRACTOR understands and agrees that it is an " independent contractor" with respect to the services to be performed under this Agreement. CONTRACTOR is not an agent or employee of CITY for any purpose and is not entitled to any of the benefits provided by CITY to its employees. CITY shall be exempt from payment of all Unemployment Compensation, FICA, retirement, life and/ or medical insurance and Workers' Compensation Insurance. This agreement shall not be construed as forming a partnership or any other association with CONTRACTOR other than that of an independent contractor.

9. INDEMNIFICATION. CONTRACTOR shall indemnify, defend, and hold harmless CITY, its officers, agents, and employees against any and all liability, claims, actions, causes of action or demands whatsoever against them, or any of them, before administrative or judicial tribunals of any kind whatsoever, arising out of, connected with, or caused by CONTRACTOR, CONTRACTOR ' s employees, agents, independent contractors, companies, or subcontractors in the performance of, or in any way arising from, the terms and provisions of this Agreement whether or not caused in part by a party indemnified hereunder, except for CITY' s sole active negligence or willful misconduct.

10. INSURANCE.

10. 1. Types and Limits of Insurance. In addition to any other insurance or security required under this Agreement, CONTRACTOR must procure and maintain, for the duration of this Agreement, the types and limits of insurance below ("Basic Insurance Requirements'').

10. 1. 1. Automobile liability insurance, providing coverage for owned, non -owned, and hired autos on an occurrence
basis for bodily injury, including death, of one or more persons, property damage, and personal injury, with limits of not less than $ 1, 000,000 per occurrence.

10. 1. 2. Commercial general liability insurance, unless otherwise OAK
approved by CITY' s Risk Manager, providing coverage ono` I1,, o
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an occurrence basis for bodily injury, including death, of one or more persons, property damage, and personal
injury, with limits of not less than $ 1, 000, 000 per occurrence.

The policy must:

10. 1. 2. 1. Provide contractual liability coverage for the terms of this Agreement;

10. 1. 2.2. Provide products and completed operations
coverage;

10. 1. 2. 3. Provide premises, operations, and mobile
equipment coverage; and

10. 1. 2. 4. Contain an additional insured endorsement in favor of CITY and its mayor, council, officers,
agents, employees, and designated
volunteers.

10. 1. 3. Workers' compensation insurance with limits of not less than 1, 000, 000 per occurrence. In accordance with the
provisions of Labor Code Section 3700, every contractor will be required to secure the payment of compensation to his employees. Pursuant to Labor Code Section 1861,
CONTRACTOR must submit to CITY the following
certification before beginning any work on the
Improvements:

I am aware of the provisions of Section 3700 of the
Labor Code which require every employer to be
insured against liability for worker' s compensation or to undertake self- insurance in accordance with the
provisions of that code, and I will comply with such
provisions before commencing the performance of
the work of this contract.

By executing this Agreement, CONTRACTOR is submitting
the certification required above.

The policy must contain a waiver of subrogation in favor of CITY and its mayor, council, officers, agents, employees, and designated volunteers.

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10.2. General Provisions Applying to All Insurance Types.

10. 2. 1. All policies required of CONTRACTOR must be written on a first -dollar coverage basis, or contain a deductible
provision. Subject to CITY' s advance approval,
CONTRACTOR may utilize a self -insured retention in any or all of the policies provided, but the policy or policies may not contain language, whether added by endorsement or
contained in the policy conditions, that prohibits
satisfaction of any self -insured provision or requirement by anyone other than the named insured or by any means
including other insurance or which is intended to defeat the intent or protection of an additional insured.

10. 2. 2. All policies required of CONTRACTOR must be primary insurance as to CITY and its mayor, council, officers, agents, employees, or designated volunteers and any insurance or self- insurance maintained by CITY and its mayor, council, officers, agents, employees, and designated volunteers
must be excess of CONTRACTOR' s insurance and must not
contribute with it.

10. 2. 3. The insurance required above, except for workers' compensation insurance, must be placed with insurers with a Best' s rating as approved by CITY' s Risk Manager, but in no event less than A-:VII. Any deductibles, self -insured retentions, or insurance in lesser amounts, or lack of certain types of insurance otherwise required by this Agreement, or insurance rated below Best' s A-:VII, must be declared prior to execution of this Agreement and approved by CITY in
writing.

10. 2. 4. The insurance required in this section must be maintained until the Scope of Work is satisfactorily completed as
evidenced by CITY' s written acceptance. All policies must provide that there will be continuing liability thereon, notwithstanding any recovery on any policy.

10. 2. 5. Full compensation for all premiums which the CONTRACTOR is required to pay to satisfy the Basic Insurance
Requirements shall be considered as included in the prices paid for the performance of the Scope of Work, and no
additional allowance will be made therefor or for additional premiums which may be required by extensions of theaAK` in
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policies of insurance.

10. 2. 6. It is further understood and agreed by CONTRACTOR that its liability to CITY will not in any way be limited to or affected by the amount of insurance obtained and carried by
CONTRACTOR in connection with this Agreement.

10. 2. 7. Unless otherwise approved by CITY, if any part of the Scope of Work is subcontracted, the Basic Insurance Requirements must be provided by, or on behalf of, all subcontractors even if CITY has approved lesser insurance requirements for CONTRACTOR, and all subcontractors must agree in writing to be bound by the provisions of this section.

11. ADMINISTRATIVE REQUIREMENTS.

11. 1. Financial Management.

11. 1. 1. Accounting Standards. CONTRACTOR agrees to utilize adequate internal controls and maintain necessary source documentation for all costs incurred.

11. 1. 2. Documentation and Record Keeping.

11. 1. 2. 1. Records to be Maintained. CONTRACTOR shall maintain all records required by the State
regulations specified in " Exhibit A," " Exhibit B,"
and " Exhibit C" that are pertinent to the
activities to be funded under this Agreement.

Such records include, but are not limited to:

11. 1. 2. 2. Retention. CONTRACTOR shall retain all
records pertinent to expenditures incurred
under this Agreement for a period of five ( 5)
years after the expiration of this Agreement.

Notwithstanding the above, if there is litigation,
claims, audits, negotiations or other actions
that involve any of the records cited and that
have started before the expiration of the fiveyear period, then such records must be retained until completion of the actions and
resolution of all issues, or the expiration of the
three- year period, whichever occurs later.

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11. 1. 2. 3. Client Data. CONTRACTOR shall maintain client data demonstrating client eligibility for services
provided. Such information shall include, but
not be limited to, client name, address, income
level, or other basis for determining eligibility,
and description of service provided. Such
information shall be submitted to CITY or its
designees for review on a quarterly basis
outlined in Exhibit C - Scope of Work or
alternative form approved by CITY ( Exhibit C).

11. 1. 2. 4. HMIS Reporting Requirements. CONTRACTOR
will collect and evaluate data to be entered
into the Homeless Management Information
System ( HMIS). The data will be entered into a
local HMIS using HUD' s and California
Interagency Council on Homelessness ( Cal
ICH) standards for participation.

11. 1. 2. 5. Proposed Outcomes Reporting. CONTRACTOR
will report proposed outcomes as stated in
Exhibit C " Description." Outcome reports will
be submitted monthly as part of
CONTRACTOR' s claim for payment and will be
required for satisfactory claim for payment as
described in section 4. 3 of this Agreement.

11. 1. 2. 6. Reporting Timeframe. CONTRACTOR will submit quarterly reports to City, with first report due
February 29, 2024, then quarterly thereafter
until May 31, 2025 or until funds are exhausted.

11. 1. 2. 7. Close - Outs. CONTRACTOR' s obligation to CITY shall not end until all close- out requirements
are completed. Activities during this close- out
period shall include, but are not limited to,
making final payments, disposing of program
assets ( including the return of all unused
materials, equipment, unspent cash
advances, program income balances, and
accounts receivable to CITY), and determining
the custodianship of records.

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11. 1. 2. 8. Audits and Inspections. All CONTRACTOR
records with respect to any matters covered
by this Agreement shall be made available to
CITY, its designee or the State Government, at
any time during normal business hours, as often
as CITY deems necessary, to audit, examine,
and make excerpts or transcripts of all relevant
data. Any deficiencies noted in audit reports
must be fully cleared by the CONTRACTOR
within 30 days after receipt by it. Failure of
CONTRACTOR to comply with the above audit
requirements will constitute a violation of this
Agreement and may result in the withholding
of future payments. CONTRACTOR hereby
agrees to have an annual audit conducted in
accordance with current CITY policies
concerning subrecipient audits.

11. 2. Personnel and Participant Conditions.

11. 2. 1. Nondiscrimination Requirements. During the performance of this Agreement, Contractor and its subcontractors shall not unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment
because of sex ( gender), sexual orientation, gender
identity, gender expression, race, color, ancestry, religion, creed, national origin ( including language use restriction), pregnancy, physical disability ( including HIV and AIDS), mental disability, medical condition ( cancer/ genetic
characteristics), age ( over 40), genetic information, marital status, military and veteran status, and denial of medical and family care leave or pregnancy disability leave.

Contractors and subcontractors shall ensure that the
evaluation and treatment of their employees and
applicants for employment are free from such
discrimination and harassment. Contractor or
subcontractors shall comply with the provisions of the Fair Employment and Housing Act ( Government Code
section12990 ( a- f) et seq.) and the applicable regulations promulgated thereunder ( California Code of Regulations, Title 2, section 7285 et seq.). The applicable regulations of the Fair Employment and Housing Commission
implementing Government Code section 12990 ( a-f), set
forth in Chapter 5 of Division 4 of Title 2 of the California PKE
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Code of Regulations, are incorporated into this Agreement by reference and made a part hereof as if set forth in full.

Contractor and its subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other
agreement.

11. 2. 2. Conflict of Interest. All participants are subject to State and Federal conflict of interest laws. Failure to comply with these laws, including business and financial disclosure provisions, will result in any subsequent contract being declared void.

Other legal action may also be taken. Applicable statutes include, but are not limited to, Government Code section 1090 and Public Contract Code, sections 10410 and 10411, for State conflict of interest requirements.

11. 2. 3. Drug Free Workplace Certification. Certification of Compliance: By signing this Agreement, Contractor, and its subcontractors, hereby certify, under penalty of perjury under the laws of State of California, compliance with the requirements of the Drug -Free Workplace Act of 1990
Government Code 8350 et seq.) See Exhibit " D".

11. 2. 4. Child Support Compliance Act. For any Contract Agreement in excess of $ 100, 000, the Contractor
acknowledges in accordance with Public Contract Code
7110, that:

11. 2. 4. 1. The Contractor recognizes the importance of child and family support obligations and shall
fully comply with all applicable state and
federal laws relating to child and family
support enforcement, including, but not limited
to, disclosure of information and compliance
with earnings assignment orders, as provided in
Chapter 8 ( commencing with section 5200) of
Part 5 of Division 9 of the Family Code; and

11. 2. 4. 2. The Contractor, to the best of its knowledge is fully complying with the earnings assignment
orders of all employees and is providing the
names of all new employees to the New Hire
Registry maintained by the California
Employment Development Department. ® pKFa
Cl(

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11. 3. Environmental Conditions.

11. 3. 1. Environmental Considerations. CITY and CONTRACTOR want to assure that the policies of the California
Environmental Quality Act of 1970 ( CEQA), as amended,
are most effectively implemented, CITY shall comply with the CEQA review procedures ( Title 14, Section 15000 et. seq. of the California Administrative Code) in connection with this Project as rapidly as possible. Project delay occasioned by delay in the CEQA review procedures shall extend the estimated work completion period.

12. CITY' s OBLIGATIONS.

12. 1. Copy of Regulations and Statutes. CITY will make available to CONTRACTOR a copy of any regulation CITY enacts to facilitate administration of said Program.

13. CITY' S REMEDIES. If CONTRACTOR fails to materially comply with the terms of this Agreement, CITY, at its option, may suspend or terminate this Agreement and may demand CONTRACTOR return all funds granted to CONTRACTOR pursuant to this Agreement. The remedies provided in this Agreement are cumulative and are in addition to any other remedies in law or equity which may be available to CITY. The election of one or more remedies shall not bar the use of other remedies unless the circumstances made the remedies incompatible.

13. 1. Concurrent Remedy. No right or remedy herein conferred on or reserved to CITY is exclusive of any other right or remedy herein or by law or equity provided or permitted; but each shall be cumulative of every other right or remedy given hereunder or now or hereafter existing by law or in equity or by statute or otherwise, and may be enforced concurrently therewith or from time to time.

14. MISCELLANEOUS.

14. 1. No Waiver of Default. The failure of any party to enforce against another party any provision of this Agreement shall not constitute a waiver of that party' s right to enforce such a provision at a later time, and shall not serve to vary the terms of this Agreement.

14. 2. Binding Effect. The rights and obligations of this Agreement shall inure to the benefit of, and be binding upon, the parties to the

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ORIGIN
Agreement and their heirs, administrators, executors, personal representatives, successors and assigns.

14. 3. Merger and Modification. All prior agreements between the parties are incorporated in this Agreement which constitutes the entire Agreement. Its terms are intended by the parties as a final expression of their agreement with respect to such terms as are included herein and may not be contradicted by evidence of any prior agreement or contemporaneous oral agreement. The parties further intend this Agreement constitutes the complete and exclusive statement of its terms and no extrinsic evidence whatsoever may be introduced in any judicial or arbitration proceeding involving this Agreement. This Agreement may be modified only in a writing approved by CITY Council and signed by all the parties.

14. 4. Corporate Authority. Each individual signing this Agreement on behalf of entities represents and warrants that they are, respectively, duly authorized to sign on behalf of the entities and to bind the entities fully to each and all of the obligations set forth in this Agreement.

14. 5. Governing Law. The laws of the State of California will govern the validity of this Agreement, its interpretation and performance. Any litigation arising in any way from this Agreement shall be brought in Kern County, California.

14. 6. Notices. All notices relative to this Agreement shall be given in writing and shall be personally served or sent by certified or registered mail and be effective upon actual personal service or depositing in the United States mail. The parties shall be addressed as follows, or at any other address designated by notice:

If directed to CITY, addressed to:

CITY OF BAKERSFIELD
City Clerk
1600 Truxtun Ave.

Bakersfield, CA 93301
m
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If directed to CONTRACTOR, addressed to:

KERN COUNTY HOSPITAL AUTHORITY
Attn: Natalee Garrett
1700 Mt. Vernon Ave
Bakersfield, CA 93306

14. 7. Execution. This Agreement is effective upon execution. It is the product of negotiation and all parties are equally responsible for authorship of this Agreement. Section 1654 of the California Civil Code shall not apply to the interpretation of this Agreement.

14. 8. Assignment. Neither this Agreement nor any rights, interests, duties, liabilities, obligations or responsibilities arising out of, concerning or related in any way to this Agreement (including, but not limited to, accounts, actions, causes of action, claims, damages, demands, liabilities, losses, obligations, or reckonings of any kind or nature whatsoever, for compensatory or exemplary and punitive damages, or declaratory, equitable or injunctive relief, whether based on contract, equity, tort or other theories of recovery provided for by the common or statutory law) may be assigned or transferred by any party. Any such assignment is prohibited and shall be
unenforceable and otherwise null and void without the need for further action by the non -assigning party or parties.

14. 9. Negation of Partnership. CITY shall not become or be deemed a partner or joint venture with CONTRACTOR or associate in any such relationship with CONTRACTOR by reason of the provisions of this Agreement. CONTRACTOR shall not for any purpose be considered an agent, officer or employee of CITY.

14. 10. Conflicts of Interest. CONTRACTOR stipulates that corporately, or individually, the firm, its employees and sub -consultants have no financial interest in either the success or failure of any project which is dependent upon the result of the work prepared pursuant to this Agreement and funds provided for herein ( California Government Code Section 1090).

14. 11. Tax Numbers.

CONTRACTOR' S" Federal Tax Identification No. 47- 5618278.

CONTRACTOR" is a corporation? Yes No X
Please check one.)
Signatures on Following Page)

KERN COUNTY HOSPITAL AUTHORITY
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first -above written.

CITY"

CITY OF BAKERSFIELD
By: RE4 ' WWWOMEW a
K. GOH
Mayor
APPROVED S TO O TENT:

CITY MAP4AtERS FFI E
ANISO NY V-At6EZ Assistant
tothe City Manager APPROVED
ASTO FORM: VIRGINIA
GENNARO City
Attorney qS
HUA H. RUDNICK uty
City Attorney II COUNTERSIGNE
By:

RA
D CK AN Finance
Director CONTRACTOR"
KERN
COUNTY HOSPITAL AUTHORITY By:

S
ott Thygerson Chief
Executive Officer APPROVED
ASTO CONTENT: KERN
MEDICAL CENTER dl
li• VP
Strategic Development APPROVED
ASTO FORM: LEGAL
SERVICES DEPARTMENT Kern
County Hospital Authority By:

NON
HOCHSTEIN Hospital
Counsel JHR:
ag Attachments:

Exhibit "A" - HHAP- 3 State of California Standard Agreement Exhibit " B" - HHAP- 4 State of California Standard Agreement Exhibit " C" - Scope of Work Exhibit "
D" - Drug - Free Workplace Certification KERN
COUNTY HOSPITAL AUTHORITY P:\
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EXHIBIT " A"
HHAP- 3 STANDARD AGREEMENT
A- 1
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f

ORIGINAL'
EXHIBIT " B"
HHAP- 4 STANDARD AGREEMENT
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ORIGINAL
City of Bakersfield
22- HHAP- 10021

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Homeless Housing, Assistance, and Prevention Program Round 3 ( HHAP- 3) Standard Agreement
Initial Disbursement Contract for Funds

EXHIBIT A

AUTHORITY, PURPOSE AND SCOPE OF WORK
1) Authority
The State of California has established the Homeless Housing, Assistance, and Prevention Program Round 3 (° HHAP- 3" or " Program") pursuant to Chapter 6 commencing with Section 50216) of Part 1 of Division 31 of the Health and Safety Code. ( Amended by Stats. 2021, Ch. 111, Sec. 4. ( AB 140) Effective July 19, 2021.) The Program is administered by the California Homeless Coordinating and Financing Council (" HCFC") in the Business, Consumer Services and Housing Agency ("Agency"). HHAP- 3 provides flexible block grant funds to Continuums of Care, large cities ( population of 300, 000+) and counties to build on the regional coordination created through previous HCFC grant funding and support local jurisdictions in their unified regional responses to reduce and end homelessness.

This Standard Agreement/initial Disbursement Contract for Funds along with all its exhibits (" Agreement") is entered into by the Agency and a Continuum of Care, a city, or a county (" Grantee") under the authority of, and in furtherance of the purpose of, the Program. In signing this Agreement and thereby accepting this award of funds, the Grantee agrees to comply with the terms and conditions of this Agreement, the Standard Agreement to Apply signed and submitted by the Grantee Exhibit F), and the requirements appearing in the statutory authority for the Program cited above.
2) Purpose
The general purpose of the Program is to continue to build on regional coordination developed through previous rounds of funding of the Homelessness Emergency Aid Program ( Chapter 5 ( commencing with Section 50210)), the program established under this chapter, and COVID- 19 funding to reduce homelessness. This funding shall:
a) Continue to build regional collaboration between continuums of care, counties, and cities in a given region, regardless of population, and ultimately be used to develop a unified regional response to homelessness.
b) Be paired strategically with other local, state, and federal funds provided to address homelessness in order to achieve maximum impact. Grantees of this funding are encouraged to reference Putting the Funding Pieces Together: „Guide Initial Y
City of Bakersfield
22- HHAP- 10021

Page 2 of 26 ends

to Strategic Uses of New and Recent State and Federal Funds to Prevent and End Homelessness in their planning efforts
c) Be deployed with the goal of reducing the number of people experiencing homelessness in a given region through investing in long- term solutions, such as permanent housing.
d) Include the State as an integral partner through the provision of technical assistance, sharing of best practices, and implementing an accountability framework to guide the structure of current and future state investments.

In accordance with the authority cited above, a Standard Agreement to Apply was submitted by the Grantee for the initial disbursement of HHAP- 3 funds to be allocated to the Grantee pursuant to Health and Safety Code 50220. 7( a)( 4)( A). 3) Definitions
The following HHAP- 3 program terms are defined in accordance with Health and Safety Code section 50216, subdivisions (a) — ( r):
a) " Agency" means the Business, Consumer Services, and Housing Agency. b) " Applicant" means a Continuum of Care, city, or county. c) " City" means a city or city and county that is legally incorporated to provide local government services to its population. A city can be organized either under the general laws of this state or under a charter adopted by the local voters. d) " Continuum of Care" means the same as defined by the United States Department of Housing and Urban Development at Section 578. 3 of Title 24 of the Code of Federal Regulations.
e) " Coordinated Entry System" means a centralized or coordinated process developed pursuant to Section 578. 7 of Title 24 of the Code of Federal Regulations, as that section read on January 10, 2019, designed to coordinate homelessness program participant intake, assessment, and provision of referrals. In order to satisfy this subdivision, a centralized or coordinated assessment system shall cover the geographic area, be easily accessed by individuals and families seeking housing or services, be well advertised, and include a comprehensive and standardized assessment tool.
f) "Council" means the Homeless Coordinating and Financing Council created pursuant to Section 8257 of the Welfare and Institutions Code. g) " Emergency shelter" has the same meaning as defined in subdivision ( e) of Section 50801.
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h) " Homeless" has the same meaning as defined in Section 578. 3 of Title 24 of the Code of Federal Regulations, as that section read on January 10, 2019. i) " Homeless Management Information System" means the information system designated by a Continuum of Care to comply with federal reporting requirements as defined in Section 578. 3 of Title 24 of the Code of Federal Regulations. The term Homeless Management Information System" also includes the use of a comparable database by a victim services provider or legal services provider that is permitted by the federal government under Part 576 of Title 24 of the Code of Federal Regulations.
j) "Homeless point -in -time count" means the 2019 homeless point -in -time count pursuant to Section 578. 3 of Title 24 of the Code of Federal Regulations. A jurisdiction may elect to instead use their 2017 point -in -time count if they can demonstrate that a significant methodology change occurred between the 2017 and 2019 point -in -time counts that was based on an attempt to more closely align the count with HUD best practices and undertaken in consultation with HUD representatives. A jurisdiction shall submit documentation of this to the agency by the date by which HUD' s certification of the 2019 homeless point -in -time count is finalized. The agency shall review and approve or deny a request described in the previous sentence along with a jurisdiction' s application for homeless funding, k) " Homeless youth" means an unaccompanied youth between 12 and 24 years of age, inclusive, who is experiencing homelessness, as defined in subsection (2) of Section 725 of the federal McKinney- Vento Homeless Assistance Act ( 42 U. S. C.

Sec, 11434a( 2)). " Homeless youth" includes unaccompanied youth who are pregnant or parenting.
1) " Housing First" has the same meaning as in Section 8255 of the Welfare and Institutions Code, including all of the core components listed therein. m) " Jurisdiction" means a city, city that is also a county, county, or Continuum of Care, as defined in this section.
n) " Navigation center" means a Housing First, low -barrier, service -enriched shelter focused on moving homeless individuals and families into permanent housing that provides temporary living facilities while case managers connect individuals experiencing homelessness to income, public benefits, health services, shelter, and housing.
o) " Program" means the Homeless Housing, Assistance, and Prevention program established pursuant to this chapter.
1) " Round 1" of the program means the funding allocated under the program with moneys appropriated during the fiscal year beginning on July 1, 2019. o{
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2) " Round 2" of the program means the funding allocated under the program with moneys appropriated during the fiscal year beginning on July 1, 2020. 3) " Round 3" of the program means the funding allocated under the program with moneys appropriated during the fiscal year beginning on July 1, 2021. 4) " Round 4" of the program means the funding allocated under the program with moneys appropriated during the fiscal year beginning on July 1, 2022. p) " Program allocation" means the portion of program funds available to expand or develop local capacity to address immediate homelessness challenges. q) " Recipient" means a jurisdiction that receives funds from the agency for the purposes of the program.
r) "Tribe" or "tribal applicant' means a federally recognized tribal government pursuant to Section 4103 of Title 25 of the United States Code.

Additional definitions for the purposes of the HHAP- 3 program; Obligate" means that the Grantee has placed orders, awarded contracts, received services, or entered into similar transactions that require payment using HHAP- 3 funding. Grantees, and the subrecipients who receive awards from those Grantees. must obligate the funds by the statutory deadlines set forth in this Exhibit A.

Expended" means all HHAP- 3 funds obligated under contract or subcontract have been fully paid and receipted, and no invoices remain outstanding, 4) Scope of Work
The Scope of Work (" Work") for this Agreement shall include uses that are consistent with Health and Safety Code ( HSC) section 50218. 6, subdivision ( e), and section 50220. 7, subdivisions ( a)( 4)-( 5) & ( f), and any other applicable laws.

By accepting these funds, the Grantee acknowledges that this initial disbursement of funds is a portion of their total allocation under the HHAP- 3 Program, to be used solely for the purposes outlined below, and that in order to receive the remaining balance of its HHAP- 3 program allocation, an applicant shall submit an application to the council by June 30, 2022, that includes a local homelessness action plan and specific outcome goals in accordance with the requirements laid out in HSC § 50220. 7( b).

The Grantee may expend this initial disbursement of funds to complete the local homelessness action plan, required by HSC § 50220. 7( b)( 3)( A), including paying for any technical assistance or contracted entities to support the completion of the homelessness action plan.

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For funds not spent on the Grantee' s homelessness action plan, priority for these initial funds shall be for systems improvement, including, but not limited to, all of the following:

A) Capacity building and workforce development for service providers within the jurisdiction, including removing barriers to contracting with culturally specific service providers and building capacity of providers to administer culturally specific services.

B) Funding existing evidence - based programs serving people experiencing homelessness.

C) Investing in data systems to meet reporting requirements or strengthen the recipient' s Homeless Management Information System.

D) Improving homeless point -in -time counts.

E) Improving coordinated entry systems to eliminate racial bias or to create a youth - specific coordinated entry system.

For any remaining funds not spent on the Grantee' s homelessness action plan or systems improvement, the Grantee shall expend funds on existing evidence -based programs serving people experiencing homelessness among eligible populations, including any of the following eligible uses:
a) Rapid rehousing, including rental subsidies and incentives to landlords, such as security deposits and holding fees.
b) Operating subsidies in new and existing affordable or supportive housing units, emergency shelters, and navigation centers. Operating subsidies may include operating reserves.
c) Street outreach to assist persons experiencing homelessness to access permanent housing and services.
d) Services coordination, which may include access to workforce, education, and training programs, or other services needed to promote housing stability in supportive housing.
e) Systems support for activities necessary to create regional partnerships and maintain a homeless services and housing delivery system, particularly for vulnerable populations including families and homeless youth. fl Delivery of permanent housing and innovative housing solutions, such as hotel and motel conversions.
g) Prevention and shelter diversion to permanent housing, including rental subsidies.
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h) New navigation centers and emergency shelters based on demonstrated need.

Demonstrated need for purposes of this paragraph shall be based on the following:
i) The number of available shelter beds in the city, county, or region served by a Continuum of Care. ii) The number of people experiencing unsheltered homelessness in the homeless point -in -time count.
iii) Shelter vacancy rate in the summer and winter months. iv) Percentage of exits from emergency shelters to permanent housing solutions. v) A plan to connect residents to permanent housing.
vi) Any new interim sheltering funded by HHAP- 3 funds must be low barrier, comply with Housing First as provided in Chapter 6, 5 ( commencing with Section 8255) of Division 8 of the Welfare and Institutions Code, and prioritize interventions other than congregate shelters.
i) Improvements to existing emergency shelters to lower barriers and increase privacy.

In addition to the funding use requirements described above, the Grantee' s expenditure of its entire HHAP- 3 allocation must also comply with the following:
a) At least 10 percent of the funds shall be spent on services for homeless youth populations.
b) Not more than 7 percent of funds may be used for administrative costs incurred by the city, county, or continuum of care to administer its program allocation. For purposes of this Agreement, " administrative costs" does not include staff or other costs directly related to implementing activities funded by the program allocation. 5) Agency Contract Coordinator
The Agency' s Contract Coordinator for this Agreement is the Council' s Grant Director or the Grant Director' s designee. Unless otherwise instructed, any notice, report, or other communication requiring an original Grantee signature for this Agreement shall be mailed to the Agency Contract Coordinator. If there are opportunities to send information electronically, Grantee will be notified via email by the Council' s Grant Director or the Grant Director' s designee. a..

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The Representatives during the term of this Agreement will be:

PROGRAM GRANTEE
ENTITY: Business Consumer Services and
Housing Agency City of Bakersfield
SECTION/ UNIT: Homeless Coordinating and
Financing Council ( HCFC)
ADDRESS: 9i5 Capitol Mall Suite 350-A
Sacramento, CA, 95814
1600 Truxtun Ave Bakersfield, CA 93301

CONTRACT
COORDINATOR Victor Duran Adelina Carter
PHONE NUMBER: 916) 510- 9442 661) 852- 7534
EMAIL ADDRESS: Victor. Duron@bcsh. ca. gov acarter@bakersfieldcity. us All requests to update the Grantee information listed within this Agreement shall be emailed to the HHAP Program' s general email box at hhap@bcsh. ca. gov. The Council reserves the right to change their representative and/ or contact information at any time with notice to the Grantee.

Term of Afiree, d ._ a) mentanDeadlines Effective This Date, Agreement is effective upon approval by the Agency ( indicated by the signature provided by Agency in the lower left section of page one, Standard Agreement, STD. 213), when signed by all parties. b) This
Agreement shall terminate on October 1, 2026, or upon delivery of the HHAP- 3 final report required by HSC § 50223( b), whichever is sooner. c) Grantee shall submit an application for the remainder of their HHAP- 3 allocation by June 30, 2022 in compliance with HSC § 50220. 7(b). d) Grantee shall report on the activities funded pursuant this Agreement in thefirst expenditure report submitted tothe Council after disbursement of theremaining funds, as required by HSC §§ 50221 and 50223. e) Grantees
that are cities or continuums of care shall contractually obligate noless than 50 percent of HHAP-3 funds by May 31, 2024, If less than 50 percent is obligated after May 31, 2024, continuums of care and cities shall not expend any remaining portion ofthe 50 percent of program allocations required tohave been obligated unless and until both of the following occur: Initial v
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i) On or before June 30, 2024, the Grantee submits an alternative disbursement plan to HCFC that includes an explanation for the delay, ii) HCFC approves the alternative disbursement plan or provides the Grantee with guidance on the revisions needed in order to approve the alternative disbursement plan.

NO If the funds identified in the approved alternative disbursement plan are not fully expended by December 31, 2024, the funds shall be returned to the HCFC to be allocated as bonus awards.
fl Grantees that are counties shall contractually obligate the full allocation ( 100 percent) awarded to them by May 31, 2024. Any funds that are not contractually obligated by this date shall be reverted to the Continuum of Care that serves the county. Specific to Los Angeles County, funds that are not contractually obligated by this date shall be divided proportionately using the HHAP- 3 funding allocation formula among the four CoC' s that serve Los Angeles County: City of Glendale CoC, City of Pasadena CoC, the City of Long Beach CoC, and the Los Angeles Homeless Services Authority.

Counties not obligating their full program allocation by May 31, 2024 are required to notify HCFC, on or before that date, of the name of the CoC( s) in which the county is served, and the amount of program funds that will be reverted to the CoC( s). By June 30, 2024, the county shall provide HCFC with evidence that the funds were transferred and submit an updated budget that clearly identifies the funds that were transferred.
g) Grantees that do not meet the expenditure deadlines in HSC § 50220. 7( k) shall not be eligible for bonus funding.
h) HHAP- 3 funds shall be expended by June 30, 2026
i) In accordance with Health and Safety Code section 50220. 5, subdivision ( 1), HCFC retains the right to require a corrective action plan of grantees that are not on track to fully expend funds by the statutorily required deadline.

J) Any funds not expended by June 30, 2026 shall be available for round 4 of the program pursuant to HSC § 50218. 7,
7) Special Conditions
Agency reserves the right to add any special conditions to this Agreement it deems necessary to ensure that the goals of the Program are achieved.

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Homeless Housing, Assistance, and Prevention Program Round 3 ( HHAP- 3) Standard Agreement
I W :

BUDGET DETAIL. and DISBURSEMENT PROVISIONS
1) Budget Detail & Changes
The Grantee agrees that HHAP- 3 funds shall be expended on uses that support regional coordination and expand or develop local capacity to address immediate homelessness challenges, Such activities must be informed by a best -practices framework focused on moving people experiencing homelessness into permanent housing and supporting the efforts of those individuals and families to maintain their permanent housing.

The Grantee shall expend this initial disbursement of HHAP- 3 funds on eligible activities as detailed in Health and Safety Code Section 50220. 7, subdivisions a)( 4)( B), ( a)( 5), ( e), and ( f).
2) General Conditions Prior to Disbursement
All Grantees must submit the following forms prior to HHAP- 3 funds being released:

Request for Funds Form (" RFF")
STD 213 Standard Agreement form and initialed Exhibits A through F STD 204 Payee Data Record or Government Agency Taxpayer ID Form 3) Disbursement of Funds
HHAP- 3 funds will be disbursed to the Grantee upon receipt, review and approval of the completed Standard Agreement and RFF by Agency, the Department of General Services ( DGS) and the State Controller's Office (SCO).

The RFF must include the proposed eligible uses and the amount of funds proposed for expenditure under each eligible use. This initial disbursement of HHAP- 3 funds will be disbursed in one allocation via mailed check once the RFF has been received by the SCO. Checks will be mailed to the address and contact name listed on the RFF. Grantee agrees that in order to receive the remaining balance of the allocation awarded to them pursuant HSC § 50218. 6( a)( 1), Grantee must submit an application that meets the requirements of HSC § 50220. 7( b) and this application must be approved by HCFC prior to a second disbursement of funds, Additionally, Grantee will be required to enter into a separate Standard Agreement in order to receive their remaining allocation.
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4) Expenditure of Funds
This initial disbursement of HHAP- 3 funds must be spent in accordance with HSC sections 50218. 6( e) and 502203, subdivisions ( a)( 4)( B), ( a)( 5), ( e), and ( f), as described in Exhibit A, Section 4 " Scope of Work".
5) Ineligible Costs
HHAP- 3 funds shall not be used for costs associated with activities in violation of any law or for any activities not consistent with the intent of the Program and the eligible uses identified in Health and Safety Code section 50220. 7, subdivisions a)( 4)( B), ( a)( 5), ( e), and ( f).

HCFC reserves the right to request additional clarifying information to determine the reasonableness and eligibility of all uses of the funds made available by this Agreement. If the Grantee or its funded subrecipients use HHAP- 3 funds to pay for ineligible activities, the Grantee shall be required to reimburse these funds to Agency.

An expenditure which is not authorized by this Agreement, or by written approval of the Grant Manager or his/ her designee, or which cannot be adequately documented, shall be disallowed and must be reimbursed to Agency by the Grantee.

HCFC, at its sole and absolute discretion, shall make the final determination regarding the allowability of HHAP- 3 fund expenditures.

Program funds shall not be used to supplant existing local funds for homeless housing, assistance, or prevention.

Reimbursements are not permitted in HHAP- 3 for any expenditures prior to the date of execution of this Agreement.

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Homeless Housing, Assistance, and Prevention Program Round 3 ( HHAP- 3) Standard Agreement

EXHIBIT C

GENERAL TERMS AND CONDITIONS
1) Termination and Sufficiency of Funds
a) Termination of Agreement
Agency may terminate this Agreement at any time for cause by giving a minimum of 14 days' notice of termination, in writing, to the Grantee. Cause shall consist of violations of any conditions of this Agreement, any breach of contract as described in paragraph 6 of this Exhibit C; violation of any federal or state laws; or withdrawal of Agency' s expenditure authority. Upon termination of this Agreement, unless otherwise approved in writing by Agency, any unexpended funds received by the Grantee shall be returned to Agency within 30 days of Agency' s notice of termination.
b) Sufficiency of Funds
This Agreement is valid and enforceable only if sufficient funds are made available to Agency by legislative appropriation. In addition, this Agreement is subject to any additional restrictions, limitations or conditions, or statutes, regulations or any other laws, whether federal or those of the State of California, or of any agency, department, or any political subdivision of the federal or State of California governments, which may affect the provisions, terms or funding of this Agreement in any manner.
2) Transfers
Grantee may not transfer or assign by subcontract or novation, or by any other means, the rights, duties, or performance of this Agreement or any part thereof, except as allowed within Exhibit C Section 12 ( Special Conditions — Grantees/ Sub Grantee) or with the prior written approval of HCFC and a formal amendment to this Agreement to affect such subcontract or novation.
3) Grantee' s Application for Funds
Pursuant to HSC § 50220. 7( a)( 1), Grantee is required to submit to HCFC an application for the remainder of their HHAP- 3 allocation to support regional coordination and expand or develop local capacity to address its immediate homelessness challenges.

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4) Report! ng/Audits
a) Reporting Requirements
i) Activities funded under this Agreement shall be reported on in the first expenditure report submitted to HCFC following the disbursement of the remaining funds. If the Grantee fails to provide such documentation, HCFC may recapture any portion of the amount authorized by this Agreement with a 14- day written notification.
ii) Grantee is also required to comply with the reporting requirements in HSC § 50221 and 50223, as applicable
b) Auditing
Agency reserves the right to perform or cause to be performed a financial audit, At Agency request, the Grantee shall provide, at its own expense, a financial audit prepared by a certified public accountant. HHAP- 3 administrative funds may be used to fund this expense. Should an audit be required, the Grantee shall adhere to the following conditions:
i) The audit shall be performed by an independent certified public accountant. ii) The Grantee shall notify Agency of the auditor' s name and address immediately after the selection has been made. The contract for the audit shall allow access by Agency to the independent auditor' s working papers. iii) The Grantee is responsible for the cornpletion of audits and all costs of preparing audits.
iv) If there are audit findings, the Grantee must submit a detailed response acceptable to Agency for each audit finding within 90 days from the date of the audit finding report.
5) Inspection and Retention of Records
a) Record Inspection
HCFC or its designee shall have the right to review, obtain, and copy all records and supporting documentation pertaining to performance under this Agreement.

The Grantee agrees to provide HCFC, or its designee, with any relevant information requested. The Grantee agrees to give HCFC or its designee access to its premises, upon reasonable notice and during normal business hours, for the purpose of interviewing employees who might reasonably have information related to such records, and of inspecting and copying such books, records, accounts, and other materials that may be relevant to
an investigation of compliance with the Homeless Housing, Assistance, and Prevention Program laws, the HHAP- 3 program guidance document published on the website, and this Agreement.

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In accordance with Health and Safety Code section 50220. 7, subdivision ( m), if upon inspection of records HCFC identifies noncompliance with grant requirements. HCFC retains the right to impose a corrective action plan on the Grantee.
b) Record Retention
The Grantee further agrees to retain all records described in subparagraph A for a minimum period of five ( 5) years after the termination of this Agreement.

If any litigation, claim, negotiation, audit, monitoring, inspection or other action has been commenced before the expiration of the required record retention period, all records must be retained until completion of the action and resolution of all issues which arise from it.
6) Breach and Remedies
a) Breach of Agreement
Breach of this Agreement includes, but is not limited to, the following events:
i) Grantee' s failure to comply with the terms or conditions of this Agreement. ii) Use of, or permitting the use of, HHAP- 3 funds provided under this Agreement for any ineligible activities.
iii) Any failure to comply with the deadlines set forth in this Agreement. b) Remedies for Breach of Agreement
In addition to any other remedies that may be available to Agency in law or equity for breach of this Agreement, Agency may:
i) Bar the Grantee from applying for future HHAP funds; ii) Revoke any other existing HHAP-3 award( s) to the Grantee; iii) Require the return of any unexpended HHAP- 3 funds disbursed under this Agreement;
iv) Require repayment of HHAP- 3 funds disbursed and expended under this Agreement;
v) Require the immediate return to Agency of all funds derived from the use of HHAP- 3 funds
vi) Seek, in a court of competent jurisdiction, an order for specific performance of the defaulted obligation or participation in the technical assistance in accordance with HHAP- 3 requirements.
c) All remedies available to Agency are cumulative and not exclusive. r
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d) Agency may give written notice to the Grantee to cure the breach or violation within a period of not less than 15 days.
7) Waivers
No waiver of any breach of this Agreement shall be held to be a waiver of any prior or subsequent breach. The failure of Agency to enforce at any time the provisions of this Agreement, or to require at any time, performance by the Grantee of these provisions, shall in no way be construed to be a waiver of such provisions nor to affect the validity of this Agreement or the right of Agency to enforce these provisions.
8) Nondiscrimination
During the performance of this Agreement, Grantee and its subrecipients shall not unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of sex ( gender), sexual orientation, gender identity, gender expression, race, color, ancestry, religion, creed, national origin including language use restriction), pregnancy, physical disability (including HIV and AIDS), mental disability, medical condition ( cancer/ genetic characteristics), age over 40), genetic information, marital status, military and veteran status, and denial of medical and family care leave or pregnancy disability leave. Grantees and Sub grantees shall ensure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment.

Grantee and its subrecipients shall comply with the provisions of California' s laws against discriminatory practices relating to specific groups: the California Fair Employment and Housing Act (FEHA) ( Gov. Code, § 12900 et seq.); the regulations promulgated thereunder ( Cal. Code Regs., tit. 2, § 11000 et seq.); and the provisions of Article 9. 5, Chapter 1, Part 1, Division 3, Title 2 of the Government Code ( Gov. Code, §§ 11135 - 11139. 5). Grantee and its subrecipients shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement.
9) Conflict of Interest
All Grantees are subject to state and federal conflict of interest laws. For instance, Health and Safety Code section 50220. 5, subdivision ( i) states, " For purposes of Section 1090 of the Government Code, a representative of a county serving on a board, committee, or body with the primary purpose of administering funds or making funding recommendations for applications pursuant to this chapter shall have no financial interest in any contract, program, or project voted on by the board, committee, or body on the basis of the receipt of compensation for holding public office or public employment as a representative of the county." Failure to comply with these laws, including business and financial disclosure provisions, will result in the application being rejected and any subsequent contract being declared void. Other legal action may also be taken, Additional applicable Initial
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statutes include, but are not limited to, Government Code section 1090 and Public Contract Code sections 10410 and 10411. a) Current State Employees: No State officer or employee shall engage in any employment, activity, or enterprise from which the officer or employee receives compensation or has a financial interest, and which is sponsored or funded by any State agency, unless the employment, activity, or enterprise is required as a condition of regular State employment. No State officer or employee shall contract on his or her own behalf as an independent Grantee with any State agency to provide goods or services.
b) Former State Employees: For the two- year period from the date he or she left State employment, no former State officer or employee may enter into a contract in which he or she engaged in any of the negotiations, transactions, planning, arrangements, or any part of the decision -making process relevant to the contract while employed in any capacity by any State agency. For the twelvemonth period from the date he or she left State employment, no former State officer or employee may enter into a contract with any State agency if he or she was employed by that State agency in a policy -making position in the same general subject area as the proposed contract within the twelve-month period prior to his or her leaving State service. c) Employees of the Grantee: Employees of the Grantee shall comply with all applicable provisions of law pertaining to conflicts of interest, including but not limited to any applicable conflict of interest provisions of the Political Reform Act of 1974 ( Gov. Code, § 81000 et seq.).
d) Representatives of a County: A representative of a county serving on a board, committee, or body with the primary purpose of administering funds or making funding recommendations for applications pursuant to this chapter shall have no financial interest in any contract, program, or project voted on by the board, committee, or body on the basis of the receipt of compensation for holding public office or public employment as a representative of the county. 10) Dru - Free Work lace Certification
Certification of Compliance: By signing this Agreement, Grantee hereby certifies, under penalty of perjury under the laws of State of California, that it and its subrecipients will comply with the requirements of the Drug -Free Workplace Act of 1990 ( Gov. Code, § 8350 et seq.) and have or will provide a drug -free workplace by taking the following actions:

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a) Establish a Drug - Free Awareness Program, as required by Government Code section 8355, subdivision ( a)( 2) to inform employees, Grantees, or subrecipients about all of the following:
i) The dangers of drug abuse in the workplace;
ii) Grantee' s policy of maintaining a drug -free workplace, M) Any available counseling, rehabilitation, and employee assistance program; and
Iv) Penalties that may be imposed upon employees, Grantees, and subrecipients for drug abuse violations.
b) Provide, as required by Government Code section 8355, subdivision ( a)( 3), that every employee and/ or subrecipient that works under this Agreement:

I) Will receive a copy of Grantee' s drug -free policy statement, and ii) Will agree to abide by terms of Grantee' s condition of employment or subcontract.
11) Child Support Compliance Act
For any Contract Agreement in excess of $ 100, 000, the Grantee acknowledges in accordance with Public Contract Code 7110, that:
a) The Grantee recognizes the importance of child and family support obligations and shall fully comply with all applicable state and federal laws relating to child and family support enforcement, including, but not limited to, disclosure of information and compliance with earnings assignment orders, as provided in Chapter 8 ( commencing with section 5200) of Part 5 of Division 9 of the Family Code: and
b) The Grantee, to the best of its knowledge is fully complying with the earnings assignment orders of all employees and is providing the names of all new employees to the New Hire Registry maintained by the California Employment Development Department.
12) Special Conditions — Grantees/ Subgrantee
The Grantee agrees to comply with all conditions of this Agreement including the Special Conditions set forth in Exhibit D. These conditions shall be met to the satisfaction of Agency prior to disbursement of funds. The Grantee shall ensure that all Subgrantees are made aware of and agree to comply with all the conditions of AC" O c
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this Agreement and the applicable State requirements governing the use of HHAP- 3 funds. Failure to comply with these conditions may result in termination of this Agreement.
a) The Agreement between the Grantee and any Subgrantee shall require the Grantee and its Subgrantees, if any, to:
i) Perform the work in accordance with Federal, State and Local housing and building codes, as applicable.
ii) Maintain at least the minimum State -required worker' s compensation for those employees who will perform the work or any part of it. iii) Maintain, as required by law, unemployment insurance, disability insurance, and liability insurance in an amount that is reasonable to compensate any person, firm or corporation who may be injured or damaged by the Grantee or any Subgrantee in performing the Work or any part of it. iv) Agree to include all the terms of this Agreement in each subcontract. 13) Gompliance with State and Federal Laws, Rules Guidelines and Regulations The Grantee agrees to comply with all state and federal laws, rules and regulations that pertain to construction, health and safety, labor, fair employment practices, environmental protection, equal opportunity, fair housing, and all other matters applicable and/ or related to the HHAP- 3 program, the Grantee, its subrecipients, and all eligible activities.

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c) Grantee agrees to require that all work that is determined based on such inspections not to conform to the applicable requirements be corrected and to withhold payments to the subrecipient until it is corrected. 15) Litigation
a) If any provision of this Agreement, or an underlying obligation, is held invalid by a court of competent jurisdiction, such invalidity, at the sole discretion of Agency, shall not affect any other provisions of this Agreement and the remainder of this Agreement shall remain in full force and effect. Therefore, the provisions of this Agreement are and shall be deemed severable. b) The Grantee shall notify HCFC immediately of any claim or action undertaken by or against it, which affects or may affect this Agreement or Agency, and shall take such action with respect to the claim or action as is consistent with the terms of this Agreement and the interests of Agency.

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Homeless Housing, Assistance, and Prevention Program Round 3 ( HHAP-3) Standard Agreement

EXHIBIT D

SPECIAL TERMS AND CONDITIONS
1) All proceeds from any interest -bearing account established by the Grantee for the deposit of HHAP- 3 funds, along with any interest -bearing accounts opened by subrecipients to the Grantee for the deposit of HHAP- 3 funds, must be used for HHAP- 3- eligible activities and reported on as required by Agency. 2) Per Health and Safety Code Section 50220. 7 ( g), any housing -related activities funded with HHAP- 3 funds, including but not limited to emergency shelter (per HSC 50220, 7( e)( 8)( F)), rapid -rehousing, rental assistance, transitional housing and permanent supportive housing, must be in compliance or otherwise aligned with the core components of Housing First, as described in Welfare and Institutions Code section 8255, subdivision ( b). Individuals and families assisted with these funds must not be required to receive treatment or perform any other prerequisite activities as a condition for receiving shelter, housing, or other services for which these funds are used. In addition, HHAP- 3 funding shall be used to adopt a Housing First approach within the entire local homelessness response system, including outreach and emergency shelter, short- term interventions like rapid rehousing, and longer -term interventions like supportive housing. 3) Grantee shall utilize its local Homeless Management Information System ( HMIS) to track HHAP- 3- funded projects, services, and clients served. Grantee will ensure that HMIS data are collected in accordance with applicable laws and in such a way as to identify individual projects, services, and clients that are supported by HHAP- 3 funding ( e. g., by creating appropriate HHAP- 3- specific funding sources and project codes in HMIS).
4) Grantee shall participate in and provide data elements, including, but not limited to, health information, in a manner consistent with federal law, to the statewide Homeless Management Information System ( known as the Homeless Data Integration System or " HDIS"), in accordance with their existing Data Use Agreement entered into with the Council, if any, and as required by Health and Safety Code section 50220. 6. Any health information provided to, or maintained within, the statewide Homeless Management Information System shall not be subject to public inspection or disclosure under the California Public Records Act Chapter 3. 5 ( commencing with Section 6250) of Division 7 of Title 1 of the Government Code). For purposes of this paragraph, " health information" means protected health information," as defined in Part 160. 103 of Title 45 of the Code of Federal Regulations, and " medical information," as defined in subdivision 0) of Section 56. 05 of the Civil Code. The Council may, as required by operational necessity, amend or modify required data elements, disclosure formats, or disclosure frequency. Additionally, the Council, at its discretion, may provide Initial
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Grantee with aggregate reports and analytics of the data Grantee submits to HDIS in support of the Purpose of this Agreement and the existing Data Use Agreement. 5) Grantee agrees to accept technical assistance as directed by HCFC or by a contracted technical assistance provider acting on behalf of HCFC and report to HCFC on programmatic changes the grantee will make as a result of the technical assistance and in support of their grant goals.
6) Grantee agrees to demonstrate a commitment to racial equity and, per Section 50222 ( a)( 2)( B), the grantee shall use data provided through HDIS to analyze racial disproportionality in homeless populations and, in partnership with HCFC, establish clear metrics and performance monitoring for achieving equity in provision of services and outcomes for Black, Native, and Indigenous, Latinx, Asian, Pacific Islanders and other People of Color who are disproportionately impacted by homelessness and COVID- 19.
7) Grantee should establish a mechanism for people with lived experience of homelessness to have meaningful and purposeful opportunities to inform and shape all levels of planning and implementation, including through opportunities to hire people with lived experience.

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Homeless Housing, Assistance, and Prevention Program Round 3 ( HHAP- 3) Standard Agreement

EXHIBIT E

STATE OF CALIFORNIA GENERAL TERMS AND CONDITIONS
This exhibit is incorporated by reference and made part of this agreement. The General Terms and Conditions ( GTC 04/ 2017) can be viewed at the following link:
https:// www. dgs. ca. gov/-/ media/ Divisions/ OLS/ Resources/ GTC April 2017 FINALapnl2017. pdf?la= en& hash= 3A64979F777D5B9D35309433EE81969FD69052D2 In the interpretation of this Agreement, any inconsistencies between the State of California General Terms and Conditions ( GTC - 04/ 2017) and the terms of this Agreement and its exhibits/ attachments shall be resolved in favor of this Agreement and its exhibits/ attachments.

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Homeless Housing, Assistance, and Prevention Program Round 3 ( HHAP- 3) Standard Agreement

EXHIBIT F

STANDARD AGREEMENT TO APPLY
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City gf,Bakersfieid
Business, Consumer Services snd Housing Agency )( OMEtEss C& i44WAQY10021 qk Gavin Newsom, Governor I Lourdes M. Castro itArnilry. Senetar-y AND FiKAW1th trcS Of 26
Homeless Housing, Assistance, and Prevention Program Round 3 ( HHAP- 3) Standard Agreement to Apply
HHAP- 3 funding is provided pursuant to Health & Safety Code 50220. 7( a) and requires all eligible applicants to submit this Standard Agreement to Apply no later than 5:00pm on October 15, 2021. In this agreement, applicants must indicate whether they intend to apply for HHAP- 3 funding jointly with an overlapping jurisdiction or apply as an individual entity. For any eligible applicant who does not submit an agreement by the deadline, HCFC may choose to re -allocate the applicant' s allocation to cn overlapping jurisdiction i.

Eligible applicants applying jointly with an overlapping jurisdiction will designate one of the jointly applying jurisdictions as the Administrative Entity which will enter into contract with the HCFC to administer the combined allocations of the joint applicants. Applicants may only apply jointly with a Continuum of Care ( CoC), large city, or county that serves an overlapping region. The Administrative Entity is required to submit a binding resolution or agreement that designates a single Administrative Entity for the combined allocations and on explanation of how the jointly applying applicants will administer the funds allocated to them pursuant to this section. This binding resolution or agreement must be signed by the authorized representatives of all applicants and must be submitted with the signed HHAP- 3 Initial Disbursement Contract for Funding, separate from the Standard Agreement to Apply.

By submitting this form, you agree to participate In the HHAP- 3 application process as indicated below and comply with all requirements as set forth In Health and Safety Code 50220.7,

APPLICATION SUBMISSION INFORMATION
ALL APPLICANTS:

Eligible Applicant Jurisdiction
Large City: Bakersfield
Continuum of Care:

Administrative Entity: City of Bakersfield
Contact Person: Adelina Carter
Title: Homeless Services Principal Planner
Contact Phone Number: 661- 852- 7534
Contact Email Address: acarter@bakersfieldcity. us
Individual or Joint Application Designation:

County:

CoC Number;-
r7l City of Bakersfield will submit an Individual application for HHAP- 3 funding
will submit a joint application for HHAP- 3 funding
with the following overlapping jurisdiction( s):
1 For the purposes of the HHAP program, overlapping jurisdictions are eligibie applicants that are located within the some geographic area as the local CoC.

HHAP- 3 Agreement to Apply
Published 9/ 15/ 2071
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22- HHAP- 10021
Jurisdiction Name I Applicant Type ( County, Cod, o
JOINT APPLICANTS ONLY:
fund Disbursement/ Contract Execution
The joinfly applying jurisdictions designate the following jurisdiction as the Administrative Entity of the total combined allocations and acknowledge that the Administrative Entity will enter into legal agreement with HCFC and receive any disbursements for which the jointly applying jurisdictions may be deemed eligible.

Administrative Entity:

CoC Large City County
Name of Applicant:

Joint Applicants agree to the following:

1. Joint Applicants must designate a single Administrative Entity to receive the entire combined HHAP3 allocations.

2. The Administrative Entity must be a CoC, large city ( if applicable), or county that serves the some region.

3. The Administrative Entity receiving allocations on behalf of joint applicants shall use the funds in the jurisdictions) entitled to the funds or to provide regional housing or services that serve the population living in each of the jurisdiction( s) entitled to the funds.

4. The Administrative Entity is responsible for complying with all program expenditure requirements and deadlines for the total combined allocations it is administering.

5. The Administrative Entity must enter into a binding resolution or agreement with joint applicants to designate the Administrative Entity for the combined allocations which includes an explanation of how the jointly applying applicants will administer the funds allocated to them. This binding resolution or agreement must be signed by authorized representatives and will be included with the contract for funds.

6. The HHAP- 3 joint application will clearly identify the intended use of all the funds from each jointly applying jurisdiction.

7. The HHAP- 3 joint application will clearly describe in detail the collaboration between the jointly applying jurisdictions and an explanation of how the jointly applying jurisdictions will partner to meet their program goals.

8. The performance goals set in the HHAP- 3 joint application will be used to determine the joint applicants' eligibility for future bonus funding.

HHAP-3 Agreement to Apply
Published 9/ 15/ 2021
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HHAP- 3 APPLICATION REQUIREMENTS Page 25 of 26
Application Requirements— ALL APPLICANTS:

By initialing below, the eligible oppllcant( s) acknowledges their intent to participate in the HHAP- 3 application process as follows:

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the eligible applicants) will receive an initial disbursement equaling no more than 20% ( or 25% for jointly applying applicants) of their total allocation if this Agreement to Participate is submitted by 5:00pm on October 15, 2021 per HSC 50220. 7( a)( 4)( A)( 11).

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Initial funds may be used to complete the local homeless action plan, as required by HSC 50220, 7( b) (3) (A), including paying for any technical assistance or contracted entities to support the completion of the homelessness action plan.

I% As stated in HSC § 50220. 7( a) (5), priority for initial funds, above the costs of completing the homelessness action plan, shall be for systems improvement, including, but not limited to, all of the following;
A) Capacity building and workforce development for service providers within the jurisdiction, including removing barriers to contracting with culturally specific service providers and building capacity of providers to administer culturally specific services.

B) Funding existing evidence -based programs serving people experiencing homelessness.

C) Investing in date systems to meet reporting requirements or strengthen the recipient' s Homeless Management Information System.

D) Improving homeless point -in -time counts.

E) Improving coordinated entry systems to eliminote racial bias or to create a youth - specific coordinated entry system.

To receive the remaining balance of its round 3 program allocation, on applicant shall submit on application to the council by June 30, 2022, that includes a local homelessness action plan and specific outcome goals in accordance with the requirements laid out in HSC § 50220. 7( b).

The applicant shall engage with the council on its local plan and outcome goals before submitting a complete application, per HSC § 50220. 7( b) ( 1).

For city, county, and continuum of care applicants, local homelessness action plans pursuant to HSC § 50220. 7( b) (3) ( A) and outcome goals pursuant to HSC § 50220. 7( b) (3) (C) shall be agendized at a regular meeting of the governing body, including receiving public comment, before being submitted to the council, per HSC § 50220. 7( b)( 2),
A complete application shall conform to the requirements laid out in HSC § 50220. 7( b)( 3) FORM CONTINUES ON PAGE 4
HHAr, 3 Agreement to Apply
Published 9115/ 2021
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22- HHAP- 10021
HHAP- 3 GRANTEE AWARD DISBURSEMENT INFORMATION Page 26 of 26 ALL APPLICANTS:

Instructions: Please fill out the information below, which is needed to process your HHAP Round 3 ( HHAP- 3) initial award disbursement:

Administrative Entity/ Contracting Agency Name
City of Bakersfield
Administrative Entity/ Contracting Agency Business Address 1600 Truxtun Ave, Bakersfield, CA 93301
Contract Manager Name
Adelina Carter
Contract Manager Email Address
acarter@bakersfieldcity. us
Contract Manager Phone Number
661- 852- 7534
Award Check Mailing Address ( Include " Attentfon to:" ff applicable) a FS<<I r' S-' i e lit) C u>' am i AVIA CvvnwtuvA i+ j
l7Eve n' tic t
Mt- ASSoCuRdYa C k Y, 3 1— ,• i
l taco Vksc+ Ave, .
c. terS i 1 CJA q33
For grantees who have previously contracted with BCSH, in order to reduce the amount of paperwork needed to process your HHAP- 3 award, HCFC is offering the opportunity to use the Tax ID Form ( Government Taxpayer ID Form for governmental entities or STD 204 Form for nongovernmental entities) and/ or Authorized Signatory Form currently on file with HCFC for HHAP- 3 award disbursements. You may revoke these authorizations by submitting an updated Tax ID Form or Authorized Signatory Form to hhap@bcsh. ca.aov.

Select one:

Z The information on the Tax ID Form used for the HHAP- 2 award disbursement is accurate, and I am authorizing HCFC to use the previously submitted form for the HHAP- 3 initial award disbursement
1 have included a new Tax ID Form for the initial HHAP- 3 award disbursement Select one:

The information on the most recent Authorized Signatory Form on file with HCFC is accurate, and I am authorizing HCFC to use the form on file for HHAP- 3 211 have included a new authorized signatory form for HHAP- 3

CERTIFICATION
I certify that the signature below is authorized to sign for all applicable documents for the HHAP- 3 grant on behalf of the Eligible Applicant Jurisdiction listed above.

Christian Clegg, City Manager
Name and Title of Authorized Representative
Signature of Autliorized Representative Date
HHAP- 3 Agreement to Ap{, I
Pub: ished 9/ 1512021
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a CSINCSS, CONSC M[ II SLRVIVYS A401IOVStNG ACCNCY
HOMELESS COORDINATING AND FINANCING COUNCIL ( REV 0/ 11) 911 Cq- WI " l, Swik 110- A trrt/
SIC -., CA 91114
FA9m. ( 916) 6114010
ra. Ivlb) e1ltti5

HOMELESS HOUSING, ASSISTANCE AND PREVENTION
ROUND 3 INITIAL DISBURSEMENT

REQUEST FOR FUNDS FORM
Contras( Number 22-HHAP• 10021
Invoice Number 22- HHAP- 10021 Expiration Date: 6130/ 2026 City of Bakersfield, Economic and Community
Grantee Name, 0 velo ment (, on( an Penmr. Adelina Carter Attention to: Cassaundra Coters, 3rd Floor Contact Person' l-itle: Homeless Services Principal Planner Add 1rss: 1 e00 7ruxtun Afro E- mail;
City/ StaleMip: Bakers6eid, CA 93301 Phone No.: 6611 652. 7534 HHAP- 3 INITIAL DISBURSEMENT FUNDING BREAKDOWN
AWARD
Per Health and Safety Cock Section 50220 7, a recipient may use initial funds to complete the local homeless action plan that is required to be submitted with the HHAP- 3 application. including paying for any technical assistance or contracted cnlH1eS to support the completion of the homeless action plan. Priority for initial funds, above the costs of completing the application, shall be for systems improvement, including, but not limited to, all of the following Capacity building and workforce development for the jurisdiction' s administering stalf and providers, including technical assistance to culturally specific providers.

Funding existing evidence - based programs serving people experiencing holmlessneu.

Investing in data sysicrm to meet reporting requirements or strengthen the recipient' s Homeless Marmgcment Information System improving homeless point - in -time counts.

Improving coordinated entry systems to eliminate racial bias or to create a ,youth - specific coordinated entry system.

TOTAL: $ 798, 027. 27

CERTIFICATION
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Name of Authmvrd Rr resrn( ative ur Si natory Title of Aulliurijed Re 1r ntativ t Signature of Authorized Kelsialisentativir or Signatory Date BCS11 CSl: ON1- 1
victor Dwon rmmilit INrecttlr
rant Niana ement Rr vewritalive Name Grant NlaoaY ment Re lrevrntatNe' litle SinaturrofGrantNlana emrntRe nesentative Dale
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Homeless Housing, Assistance, and Prevention Program Round 4 ( HHAP- 4) Standard Agreement
Contract for Funds

EXHIBIT A

AUTHORITY, PURPOSE AND SCOPE OF WORK
1) Authority
The State of California has established the Homeless Housing, Assistance, and Prevention Program Round 4 (" HHAP- 4" or " Program") pursuant to Chapter 6 commencing with Health and Safety Code ( HSC) section 50216) of Part 1 of Division 31 of the Health and Safety Code. ( Amended by Stats. 2021, Ch. 111, Sec.

4. ( AB 140) Effective July 19, 2021.)
The Program is administered by the California Interagency Council on Homelessness (" Cal ICH") in the Business, Consumer Services and Housing Agency ("Agency"). HHAP- 4 provides flexible block grant funds to Continuums of Care, large cities ( population of 300, 000+) and counties to build on the regional coordination created through previous Cal ICH grant funding and support local jurisdictions in their unified regional responses to reduce and end homelessness.

This Standard Agreement/Contract for Funds along with all its exhibits ("Agreement") is entered into by Cal ICH and a Continuum of Care, a city, or a county (" Grantee") under the authority of, and in furtherance of the purpose of, the Program. In signing this Agreement and thereby accepting this award of funds, the Grantee agrees to comply with the terms and conditions of this Agreement, and the requirements appearing in the statutory authority for the Program cited above. 2) Purpose
The general purpose of the Program is to ( 1) reduce homelessness by expanding or developing local capacity to address immediate homelessness challenges informed by a best -practices framework focused on moving homeless individuals and families into permanent housing and supporting the efforts of those individuals and families to maintain their permanent housing; and ( 2) continue to build on regional coordination developed through previous rounds of HHAP funding ( Chapter 6 commencing with HSC section 50216).

This funding shall:
a) Continue to build regional collaboration between continuums of care, counties, and cities in a given region, regardless of population, and ultimately be used to develop a unified regional response to homelessness.

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b) Be paired strategically with other local, state, and federal funds provided to address homelessness in order to achieve maximum impact. Grantees of this funding are encouraged to reference Putting the Funding Pieces Together: Guide to Strategic Uses of New and Recent State and Federal Funds to Prevent and End Homelessness to assist in using funding strategically for their planning efforts in the delivery of services to people experiencing homelessness in the community.
c) Be deployed with the goal of reducing the number of people experiencing homelessness in a given region through investing in long- term solutions, such as permanent housing.
d) Include the State as an integral partner through the provision of technical assistance, sharing of best practices, and implementing an accountability framework to guide the structure of current and future state investments. 3) Definitions
The following HHAP-4 program terms are defined in accordance with Health and Safety Code section 50216, subdivisions ( a) — ( r):
a) " Agency" means the Business, Consumer Services, and Housing Agency. b) " Applicant" means a Continuum of Care, city, county, or tribe. c) " City" means a city or city and county that is legally incorporated to provide local government services to its population. A city can be organized either under the general laws of this state or under a charter adopted by the local voters. d) " Continuum of Care" means the same as defined by the United States Department of Housing and Urban Development at Section 578. 3 of Title 24 of the Code of Federal Regulations.
e) " Coordinated Entry System" means a centralized or coordinated process developed pursuant to Section 578. 7 of Title 24 of the Code of Federal Regulations, as that section read on January 10, 2019, designed to coordinate homelessness program participant intake, assessment, and provision of referrals. In order to satisfy this subdivision, a centralized or coordinated assessment system shall cover the geographic area, be easily accessed by individuals and families seeking housing or services, be well advertised, and include a comprehensive and standardized assessment tool.

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f) "Council" means the California Interagency Council on Homelessness, formerly known as the Homeless Coordinating and Financing Council created pursuant to Section 8257 of the Welfare and Institutions Code.
g) " Emergency shelter" has the same meaning as defined in subdivision ( e) of Section 50801.
h) " Homeless" has the same meaning as defined in Section 578. 3 of Title 24 of the Code of Federal Regulations, as that section read on January 10, 2019. i) " Homeless Management Information System" means the information system designated by a Continuum of Care to comply with federal reporting requirements as defined in Section 578. 3 of Title 24 of the Code of Federal Regulations. The term Homeless Management Information System" also includes the use of a comparable database by a victim services provider or legal services provider that is permitted by the federal government under Part 576 of Title 24 of the Code of Federal Regulations.
j) "Homeless point -in -time count" means the most recent point -in -time count that requires a sheltered and unsheltered count pursuant to Section 578. 3 of Title 24 of the Code of Federal Regulations completed by all applicants. k) " Homeless youth" means an unaccompanied youth between 12 and 24 years of age, inclusive, who is experiencing homelessness, as defined in subsection ( 2) of Section 725 of the federal McKinney- Vento Homeless Assistance Act (42 U. S. C.

Sec. 11434a( 2)). " Homeless youth" includes unaccompanied youth who are pregnant or parenting.
1) " Housing First' has the same meaning as in Section 8255 of the Welfare and Institutions Code, including all of the core components listed therein. m) " Jurisdiction" means a city, city that is also a county, county, or Continuum of Care, as defined in this section.
n) " Navigation center" means a Housing First, low -barrier, service -enriched shelter focused on moving homeless individuals and families into permanent housing that provides temporary living facilities while case managers connect individuals experiencing homelessness to income, public benefits, health services, shelter, and housing.
o) " Program" means the Homeless Housing, Assistance, and Prevention program established pursuant to this chapter.
1) " Round 1" of the program means the funding allocated under the program with moneys appropriated during the fiscal year beginning on July 1, 2019.

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2) " Round 2" of the program means the funding allocated under the program with moneys appropriated during the fiscal year beginning on July 1, 2020. 3) " Round 3" of the program means the funding allocated under the program with moneys appropriated during the fiscal year beginning on July 1, 2021. 4) " Round 4" of the program means the funding allocated under the program with moneys appropriated during the fiscal year beginning on July 1, 2022. p) " Program allocation" means the portion of program funds available to expand or develop local capacity to address immediate homelessness challenges. q) " Recipient' means a jurisdiction that receives funds from the Cal ICH for the purposes of the program.
r) "Tribe" or "tribal applicant" means a federally recognized tribal government pursuant to Section 4103 of Title 25 of the United States Code.

Additional definitions for the purposes of the HHAP-4 program:

Obligate" means that the Grantee has placed orders, awarded contracts, received services, or entered into similar transactions that require payment using HHAP- 4 funding. Grantees, and the subrecipients who receive awards from those Grantees, must obligate the funds by the statutory deadlines set forth in this Exhibit A.

Expended" means all HHAP- 4 funds obligated under contract or subcontract have been fully paid and receipted, and no invoices remain outstanding. 4) Scope of Work
The Scope of Work (" Work") for this Agreement shall include uses that are consistent with Health and Safety Code section 50218.7, subdivision ( e), and section 50220. 8, subdivisions ( e), ( f), and ( g), and any other applicable laws.

The Grantee shall expend funds on evidence -based programs serving people experiencing homelessness among eligible populations, including any of the following eligible uses:
a) Rapid rehousing, including rental subsidies and incentives to landlords, such as security deposits and holding fees.
b) Operating subsidies in new and existing affordable or supportive housing units, emergency shelters, and navigation centers. Operating subsidies may include operating reserves.

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c) Street outreach to assist persons experiencing homelessness to access permanent housing and services.
d) Services coordination, which may include access to workforce, education, and training programs, or other services needed to promote housing stability in supportive housing.
e) Systems support for activities necessary to create regional partnerships and maintain a homeless services and housing delivery system, particularly for vulnerable populations including families and homeless youth. f) Delivery of permanent housing and innovative housing solutions, such as hotel and motel conversions.
g) Prevention and shelter diversion to permanent housing, including rental subsidies.
h) Interim sheltering, limited to newly developed clinically enhanced congregate shelters, new or existing noncongregate shelters, and operations of existing navigation centers and shelters based on demonstrated need. Demonstrated need for purposes of this paragraph shall be based on the following:
i) The number of available shelter beds in the city, county, or region served by a Continuum of Care.
ii) The number of people experiencing unsheltered homelessness in the homeless point -in -time count.
iii) Shelter vacancy rate in the summer and winter months. iv) Percentage of exits from emergency shelters to permanent housing solutions. v) A plan to connect residents to permanent housing.
vi) Any new interim sheltering funded by HHAP- 4 funds must be low barrier, comply with Housing First as provided in Chapter 6. 5 ( commencing with Section 8255) of Division 8 of the Welfare and Institutions Code, and prioritize interventions other than congregate shelters.
i) Improvements to existing emergency shelters to lower barriers and increase privacy.

In addition to the eligible uses described above, the Grantee' s expenditure of its entire HHAP- 4 allocation must also comply with the following:

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a) At least 10 percent of the funds shall be spent on services for homeless youth populations.
b) Not more than 7 percent of funds may be used for administrative costs incurred by the city, county, or continuum of care to administer its program allocation. For purposes of this Agreement, " administrative costs" does not include staff or other costs directly related to implementing activities funded by the program allocation. 5) Cal ICH Contract Coordinator
The Cal ICH' s Contract Coordinator for this Agreement is the Council' s Grant Director or the Grant Director' s designee. Unless otherwise instructed, any notice, report, or other communication requiring an original Grantee signature for this Agreement shall be mailed to the Cal ICH Contract Coordinator. If there are opportunities to send information electronically, Grantee will be notified via email by the Council' s Grant Director or the Grant Director' s designee.

The Representatives during the term of this Agreement will be:

PROGRAM GRANTEE
ENTITY:

Business Consumer Services and
City of Bakersfield Housing Agency
SECTION/ UNIT: California Interagency Council on
Homelessness ( Cal ICH)
ADDRESS: 500 Capitol Mall Suite 1850 1600 Truxtun Ave Bakersfield, CA Sacramento, CA, 95814 93301

CONTRACT
COORDINATOR Jeannie McKendry Adelina Carter
PHONE NUMBER: 916) 510- 9446 661) 852- 7534
EMAIL ADDRESS: Jeannie. McKendry@bcsh. ca. gov acarter@bakersfieldcity. us All requests to update the Grantee information listed within this Agreement shall be emailed to the Cal ICH Grants Division general email box at calichgrants@bcsh. ca. gov, The Council reserves the right to change their representative and/ or contact information at any time with notice to the Grantee.

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6) Effective Date, Term of Agreement, and Deadlines
a) This Agreement is effective upon approval by Cal ICH ( indicated by the signature provided by Cal ICH in the lower left section of page one, Standard Agreement, STD. 213), when signed by all parties. Funds will be disbursed in accordance with Section 3 of Exhibit B.
b) This Agreement shall terminate on December 31, 2027. c) A grantee shall contractually obligate no less than 75 percent and shall expend no less than 50 percent of their initial ( 50 percent) HHAP- 4 disbursement by May 31, 2025. Upon demonstration by a grantee that it has complied with this requirement and remains on track to meet its outcome goals, as determined by the council pursuant to Health and Safety Code section 50223, the council shall disburse to that recipient the remaining 50 percent of its total HHAP- 4 allocation pursuant to Health and Safety Code section 50218. 7( a). i) Grantee will demonstrate compliance with these requirements by completing the certification documentation in the form and manner provided by the council.
d) If a grantee has obligated less than 75 percent or expended less than 50 percent of their initial ( 50 percent) HHAP- 4 disbursement by May 31, 2025, the grantee shall not contractually obligate or expend any remaining portion of its round 4 initial program allocation, and the council shall not allocate to the recipient the remaining 50 percent of its total allocation. unless both of the following occur:
i) On or before June 30, 2025, the grantee submits an alternative disbursement plan to Cal ICH that includes an explanation for the delay. ii) Cal ICH approves the alternative disbursement plan.

If Cal ICH cannot approve an alternative disbursement plan, Cal ICH will provide the grantee with guidance on the revisions needed in order to approve the alternative disbursement plan.

If the funds identified in the approved alternative disbursement plan are not fully expended by December 31, 2026, the funds shall be returned to the Cal ICH to be allocated as bonus awards.
e) Grantees that do not meet the final expenditure deadlines in Health and Safety Code section 50220. 8( k) shall not be eligible for bonus funding.

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f) All HHAP- 4 funds shall be expended by June 30, 2027. g) In accordance with Health and Safety Code section 50220. 8, subdivision ( k), Cal ICH retains the right to require a corrective action plan of grantees that are not on track to fully expend funds by the statutorily required deadline. h) Any funds not expended by June 30, 2027, including bonus funds, shall revert to and be paid and deposited in, the General Fund pursuant to Health and Safety Code section 50220. 8( p).
i) The council may request additional information from applicants, as needed, to meet other applicable reporting or audit requirements.
j) Bonus Funds: Health and Safety Code section 50220. 8 mandates the following, regarding a recipient' s eligibility for Bonus Funding:
i) Recipients that do not meet the obligation requirements laid out in Health and Safety Code section 50220. 8( k) shall not be eligible for bonus funding; ii) Recipients shall demonstrate no later than June 30, 2025, whether they have successfully met their outcome goals; and
iii) Jurisdictions that have not met their outcome goals shall not be eligible for bonus funding and shall accept technical assistance from council staff. In addition, jurisdictions that have not met their outcome goals may also be required to limit allowable uses of program funds, as determined by the Council.
iv) If recipient receives bonus funding, the bonus funds will be distributed as an amendment to this contract. No additional contract will be executed. 7) Special Conditions
Cal ICH reserves the right to add any special conditions to this Agreement it deems necessary to ensure that the goals of the Program are achieved.

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Homeless Housing, Assistance, and Prevention Program Round 4 ( HHAP- 4) Standard Agreement

EXHIBIT B
BUDGET DETAIL and DISBURSEMENT PROVISIONS
1) Budget Detail & Changes
The Grantee agrees that HHAP- 4 funds shall be expended on uses that support regional coordination and expand or develop local capacity to address immediate homelessness challenges. Such activities must be informed by a best -practices framework focused on moving people experiencing homelessness into permanent housing and supporting the efforts of those individuals and families to maintain their permanent housing.

The Grantee shall expend the HHAP- 4 funds on eligible activities as detailed in Health and Safety Code section 50218. 7( e) and section 50220.8, subdivisions ( e), and ( f).
2) General Conditions Prior to Disbursement
All Grantees must submit the following forms prior to HHAP- 4 funds being released:

Request for Funds Form (" RFF")
STD 213 Standard Agreement form and initialed Exhibits A through F STD 204 Payee Data Record or Government Agency Taxpayer ID Form 3) Disbursement of Funds
Initial Disbursement
Fifty percent of a grantee' s HHAP-4 funds will be disbursed to the Grantee upon receipt, review and approval of the completed Standard Agreement and RFF by Cal ICH, the Department of General Services ( DGS) and the State Controller' s Office ( SCO).

The RFF must include the proposed eligible uses and the amount of funds proposed for expenditure under each eligible use. The Initial disbursement of HHAP- 4 funds will be disbursed in one allocation via mailed check once the RFF has been received by the SCO. Checks will be mailed to the address and contact name listed on the RFF.

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Remainder Disbursement
a) Cal ICH will disburse the remaining fifty percent of HHAP- 4 funds upon demonstration by a Grantee that it has complied with the requirement to contractually obligate and expend a minimum amount of its round 4 program allocation, as described below, and remains on track to meet its outcome goals, as determined by the council pursuant to Section 50223. i) A grantee shall contractually obligate no less than 75 percent and shall expend no less than 50 percent of their initial ( 50 percent) HHAP- 4 disbursement by May 31, 2025. Upon demonstration by a grantee that it has complied with this requirement and remains on track to meet its outcome goals, as determined by the council pursuant to Health and Safety Code section 50223, the council shall disburse to that recipient the remaining 50 percent of its total HHAP- 4 allocation pursuant to Health and Safety Code section 50218.7( a).
b) If a grantee has obligated less than 75 percent or expended less than 50 percent of their initial disbursement by May 31, 2025, the grantee shall not contractually obligate or expend any remaining portion of its round 4 initial program allocation, and the council shall not allocate to the recipient the remaining 50 percent of its total allocation, unless both of the following occur:
i) On or before June 30, 2025, the grantee submits an alternative disbursement plan to Cal ICH that includes an explanation for the delay. ii) Cal ICH approves the alternative disbursement plan. If Cal ICH cannot approve an alternative disbursement plan, Cal ICH will provide the grantee with guidance on the revisions needed in order to approve the alternative disbursement plan.
4) If a Grantee is not on track to meet outcome goals, grantee must agree to receive TA from Cal ICH to get back on track with the outcome goals before the Council allocates the remaining 50 percent of a recipient's allocation.

Bonus Funds Disbursement
If a Grantee qualifies for Bonus Funds pursuant to the requirements laid out in Health and Safety Code section 50220. 7, Cal ICH will determine the amount of Bonus Funds the Grantee is eligible for and will disburse these Bonus Funds to the Grantee upon receipt, review and approval of the completed Amended Standard Agreement and RFF by Cal ICH, the Department of General Services ( DGS) and the State Controller' s Office ( SCO).

The RIFF must include the proposed eligible uses and the amount of funds proposed for expenditure under each eligible use. The Bonus Funds disbursement of Initial Here el-vl-
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HHAP- 4 funds will be allocated in one disbursement via mailed check once the RIFF has been received by the SCO. Checks will be mailed to the address and contact name listed on the RFF.
5) Expenditure of Funds
All HHAP- 4 funds must be spent in accordance with Health and Safety Code section 50218. 7( e) and section 50220. 8, subdivisions ( e), and ( f), and as described in Exhibit A, Section 4 " Scope of Work".
6) Ineligible Costs
a) HHAP- 4 funds shall not be used for costs associated with activities in violation of any law or for any activities not consistent with the intent of the Program and the eligible uses identified in Health and Safety Code section 50220. 8, subdivisions ( e), ( 0, and ( g).
b) Cal ICH reserves the right to request additional clarifying information to determine the reasonableness and eligibility of all uses of the funds made available by this Agreement. If the Grantee or its funded subrecipients use HHAP- 4 funds to pay for ineligible activities, the Grantee shall be required to reimburse these funds to Cal ICH.
c) An expenditure which is not authorized by this Agreement, or by written approval of the Grant Manager or his/ her designee, or which cannot be adequately documented, shall be disallowed and must be reimbursed to Cal ICH by the Grantee.

Cal ICH, at its sole and absolute discretion, shall make the final determination regarding the allowability of HHAP- 4 fund expenditures. d) Program funds shall not be used to supplant existing local funds for homeless housing, assistance, or prevention. HHAP funds cannot replace local funds that are committed to an existing or developing homeless assistance program.

However, if funds previously supporting a service or project end or are reduced for reasons beyond the control of the grantee and services or housing capacity will be lost as a result of these funds ending, HHAP funds may be used to maintain the service or program. Examples include, but are not limited to, a time - limited city and/ or county tax or one-time block grant, such as HEAP.

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Homeless Housing, Assistance, and Prevention Program Round 4 ( HHAP- 4) Standard Agreement

EXHIBIT C

GENERAL TERMS AND CONDITIONS
1) Termination and Sufficiency of Funds
a) Termination of Agreement
Cal ICH may terminate this Agreement at any time for cause by giving a minimum of 14 days' notice of termination, in writing, to the Grantee. Cause shall consist of violations of any conditions of this Agreement, any breach of contract as described in paragraph 6 of this Exhibit C; violation of any federal or state laws; or withdrawal of Cal ICH' s expenditure authority. Upon termination of this Agreement, unless otherwise approved in writing by Cal ICH, any unexpended funds received by the Grantee shall be returned to Cal ICH within 30 days of Cal ICH' s notice of termination.
b) Sufficiency of Funds
This Agreement is valid and enforceable only if sufficient funds are made available to Cal ICH by legislative appropriation. In addition, this Agreement is subject to any additional restrictions, limitations or conditions, or statutes, regulations or any other laws, whether federal or those of the State of California, or of any agency, department, or any political subdivision of the federal or State of California governments, which may affect the provisions, terms or funding of this Agreement in any manner.
2) Transfers
Grantee may not transfer or assign by subcontract or novation, or by any other means, the rights, duties, or performance of this Agreement or any part thereof, except as allowed within Exhibit C Section 12 ( Special Conditions — Grantees/ Sub Grantee) or with the prior written approval of Cal ICH and a formal amendment to this Agreement to affect such subcontract or novation.
3) Grantee' s Application for Funds
Grantee has submitted to Cal ICH an application for HHAP- 4 funds to support regional coordination and expand or develop local capacity to address its immediate homelessness challenges. Cal ICH is entering into this Agreement on the basis of Grantee' s facts, information, assertions and representations contained in that application. Any subsequent modifications to the original funding plans submitted within the original application must be requested through the formal HHAP Budget Modification Request Process and are subject to approval by Cal ICH.

C
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Grantee warrants that all information, facts, assertions and representations contained in the application and approved modifications and additions thereto are true, correct, and complete to the best of Grantee' s knowledge. In the event that any part of the application and any approved modification and addition thereto is untrue, incorrect, incomplete, or misleading in such a manner that would substantially affect Cal ICH approval, disbursement, or monitoring of the funding and the grants or activities governed by this Agreement, then Cal ICH may declare a breach of this Agreement and take such action or pursue such remedies as are legally available. 4) Reporting/ Audits
a) Annual Reports
By January 1, 2024, and annually on that date thereafter until all funds have been expended, the Grantee shall submit an annual report to Cal ICH in a format provided by Cal ICH. Annual Reports will include a request for data on expenditures and people served with HHAP- 4 funding, details on specific projects selected for the use of HHAP- 4 funding, and data regarding the progress towards outcome goals. If the Grantee fails to provide such documentation, Cal ICH may recapture any portion of the amount authorized by this Agreement with a 14- day written notification. No later than October 1, 2027, the Grantee shall submit a final report, in a format provided by Cal ICH, as well as a detailed explanation of all uses of the Program funds.
b) Quarterly Expenditure Reports
In addition to the annual reports, Cal ICH requires the Grantee to submit quarterly expenditure reports due no later than 30 days following the end of each fiscal quarter. Grantee shall submit a report to Cal ICH on a form and method provided by Cal ICH that includes the ongoing tracking of the specific uses and expenditures of any program funds broken out by eligible uses listed, including the current status of those funds, as well as any additional information Cal ICH deems appropriate or necessary. If the Grantee fails to provide such documentation, Cal ICH may recapture any portion of the amount authorized by this Agreement with a 14- day written notification.
c) Reporting Requirements
i) Annual Report: The annual report shall contain detailed information in accordance with Health and Safety Code section 50223, subdivision ( a).

This information includes the following, as well as any additional information deemed appropriate or necessary by Cal ICH:
1) Data collection shall include, but not be limited to, information regarding individuals and families served, including demographic information, information regarding partnerships among entities or lack thereof, and participant and regional outcomes.

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2) The performance monitoring and accountability framework shall include clear metrics, which may include, but are not limited to, the following. - a) The number of individual exits to permanent housing, as defined by the United States Department of Housing and Urban Development, from unsheltered environments and interim housing resulting from this funding.
b) Racial equity, as defined by the council in consultation with representatives of state and local agencies, service providers, the Legislature, and other stakeholders.
c) Any other metrics deemed appropriate by the council and developed in coordination with representatives of state and local agencies, advocates, service providers, and the Legislature.
3) Data collection and reporting requirements shall support the efficient and effective administration of the program and enable the monitoring of jurisdiction performance and program outcomes.

Data shall include progress towards meeting the grantee' s outcome goals.

If significant progress toward outcome goals has not been made, the applicant shall:
a) Submit a description of barriers and possible solutions to meet those barriers
b) Accept technical assistance from Cal ICH
c) Include the progress towards outcome goals in all subsequent quarterly reports, until significant progress is made as deemed by Cal ICH
ii) Expenditure Report: The expenditure report shall contain data on expenditures of HHAP- 4 funding including but not limited to obligated funds, expended funds, and other funds derived from HHAP- 4 funding. iii) Final Expenditure Plan: During the final fiscal year of reporting, grantees may be required to include a plan to fully expend HHAP- 4 grant funding. This plan must be submitted with the quarterly expenditure report in a format to be provided by Cal ICH.

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iv) Grantees or their subcontractors must report client data into their local Homeless Management Information Systems ( HMIS) pursuant to the requirements of Assembly Bill ( AB) 977 ( Chapter 397, Statutes of 2021) v) Cal ICH may require additional supplemental reporting with written notice to the Grantee.
vi) Grantee may, at their discretion, fully expend their HHAP- 4 allocation prior to the end date of the grant term and will not be required to submit quarterly fiscal reports after the quarter in which their allocation was fully expended. d) Auditing
Cal ICH reserves the right to perform or cause to be performed a financial audit.

At Cal ICH request, the Grantee shall provide, at its own expense, a financial audit prepared by a certified public accountant. HHAP-4 administrative funds may be used to fund this expense. Should an audit be required, the Grantee shall adhere to the following conditions:
i) The audit shall be performed by an independent certified public accountant. ii) The Grantee shall notify Cal ICH of the auditor' s name and address immediately after the selection has been made. The contract for the audit shall allow access by Cal ICH to the independent auditor' s working papers. iii) The Grantee is responsible for the completion of audits and all costs of preparing audits.
iv) If there are audit findings, the Grantee must submit a detailed response acceptable to Cal ICH for each audit finding within 90 days from the date of the audit finding report.
5) Inspection and Retention of Records
a) Record Inspection
Cal ICH or its designee shall have the right to review, obtain, and copy all records and supporting documentation pertaining to performance under this Agreement. The Grantee agrees to provide Cal ICH, or its designee, with any relevant information requested. The Grantee agrees to give Cal ICH or its designee access to its premises, upon reasonable notice and during normal business hours, for the purpose of interviewing employees who might reasonably have information related to such records, and of inspecting and copying such books, records, accounts, and other materials that may be relevant to an investigation of compliance with the Homeless Housing, Assistance, and Initial Here C'jC%
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Prevention Program laws, the HHAP-4 program guidance document published on the website, and this Agreement.

In accordance with Health and Safety Code section 50220. 8, subdivision ( m), if upon inspection of records Cal ICH identifies noncompliance with grant requirements, Cal ICH retains the right to impose a corrective action plan on the Grantee.
b) Record Retention
The Grantee further agrees to retain all records described in subparagraph a for a minimum period of five ( 5) years after the termination of this Agreement.

If any litigation, claim, negotiation, audit, monitoring, inspection, or other action has been commenced before the expiration of the required record retention period, all records must be retained until completion of the action and resolution of all issues which arise from it.
c) Public Records Act
The grantees' final HHAP- 4 application, this contract, and other documents related to the grant are considered public records, which are available for public viewing pursuant to the California Public Records Act.
6) Breach and Remedies
a) Breach of Agreement
Breach of this Agreement includes, but is not limited to, the following events:
i) Grantee' s failure to comply with the terms or conditions of this Agreement. ii) Use of, or permitting the use of, HHAP- 4 funds provided under this Agreement for any ineligible activities.
iii) Any failure to comply with the deadlines set forth in this Agreement. b) Remedies for Breach of Agreement
In addition to any other remedies that may be available to Cal ICH in law or equity for breach of this Agreement, Cal ICH may:
i) Bar the Grantee from applying for future HHAP funds; ii) Revoke any other existing HHAP- 4 award( s) to the Grantee; iii) Require the return of any unexpended HHAP- 4 funds disbursed under this Agreement,
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iv) Require repayment of HHAP-4 funds disbursed and expended under this Agreement;
v) Require the immediate return to Cal ICH of all funds derived from the use of HHAP- 4 funds
vi) Seek, in a court of competent jurisdiction, an order for specific performance of the defaulted obligation or participation in the technical assistance in accordance with HHAP- 4 requirements.
c) All remedies available to Cal ICH are cumulative and not exclusive. d) Cal ICH may give written notice to the Grantee to cure the breach or violation within a period of not less than 15 days.
7) Waivers
No waiver of any breach of this Agreement shall be held to be a waiver of any prior or subsequent breach. The failure of Cal ICH to enforce at any time the provisions of this Agreement, or to require at any time, performance by the Grantee of these provisions, shall in no way be construed to be a waiver of such provisions nor to affect the validity of this Agreement or the right of Cal ICH to enforce these provisions.
8) Nondiscrimination
During the performance of this Agreement, Grantee and its subrecipients shall not unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of sex ( gender), sexual orientation, gender identity, gender expression, race, color, ancestry, religion, creed, national origin including language use restriction), pregnancy, physical disability (including HIV and AIDS), mental disability, medical condition ( cancer/genetic characteristics), age over 40), genetic information, marital status, military and veteran status, and denial of medical and family care leave or pregnancy disability leave. Grantees and Sub grantees shall ensure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment.

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9) Conflict of Interest
All Grantees are subject to state and federal conflict of interest laws. For instance, Health and Safety Code section 50220. 5, subdivision ( i) states, " For purposes of Section 1090 of the Government Code, a representative of a county serving on a board, committee, or body with the primary purpose of administering funds or making funding recommendations for applications pursuant to this chapter shall have no financial interest in any contract, program, or project voted on by the board, committee, or body on the basis of the receipt of compensation for holding public office or public employment as a representative of the county." Failure to comply with these laws, including business and financial disclosure provisions, will result in the application being rejected and any subsequent contract being declared void. Other legal action may also be taken. Additional applicable statutes include, but are not limited to, Government Code section 1090 and Public Contract Code sections 10410 and 10411.
a) Current State Employees: No State officer or employee shall engage in any employment, activity, or enterprise from which the officer or employee receives compensation or has a financial interest, and which is sponsored or funded by any State agency, unless the employment, activity, or enterprise is required as a condition of regular State employment. No State officer or employee shall contract on his or her own behalf as an independent Grantee with any State agency to provide goods or services.
b) Former State Employees: For the two-year period from the date he or she left State employment, no former State officer or employee may enter into a contract in which he or she engaged in any of the negotiations, transactions, planning, arrangements, or any part of the decision -making process relevant to the contract while employed in any capacity by any State agency. For the twelvemonth period from the date he or she left State employment, no former State officer or employee may enter into a contract with any State agency if he or she was employed by that State agency in a policy -making position in the same general subject area as the proposed contract within the twelve- month period prior to his or her leaving State service.
c) Employees of the Grantee: Employees of the Grantee shall comply with all applicable provisions of law pertaining to conflicts of interest, including but not limited to any applicable conflict of interest provisions of the Political Reform Act of 1974 ( Gov. Code, § 81000 et seq.).
d) Representatives of a County: A representative of a county serving on a board, committee, or body with the primary purpose of administering funds or making funding recommendations for applications pursuant to this chapter shall have no financial interest in any contract, program, or project voted on by the board, Initial Here CtG
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committee, or body on the basis of the receipt of compensation for holding public office or public employment as a representative of the county. 10) Drug - Free Workplace Certification
Certification of Compliance: By signing this Agreement, Grantee hereby certifies, under penalty of perjury under the laws of State of California, that it and its subrecipients will comply with the requirements of the Drug -Free Workplace Act of 1990 ( Gov. Code, section 8350 et seq.) and have or will provide a drug -free workplace by taking the following actions:

Publish a statement notifying employees and subrecipients that unlawful manufacture distribution, dispensation, possession, or use of a controlled substance is prohibited and specifying actions to be taken against employees, Grantees, or subrecipients for violations, as required by Government Code section 8355, subdivision ( a)( 1).
a) Establish a Drug - Free Awareness Program, as required by Government Code section 8355, subdivision ( a)( 2) to inform employees, Grantees, or subrecipients about all of the following:
i) The dangers of drug abuse in the workplace;
ii) Grantee' s policy of maintaining a drug -free workplace; iii) Any available counseling, rehabilitation, and employee assistance program; and
iv) Penalties that may be imposed upon employees, Grantees, and subrecipients for drug abuse violations.
b) Provide, as required by Government Code section 8355, subdivision ( a)( 3), that every employee and/ or subrecipient that works under this Agreement:
i) Will receive a copy of Grantee' s drug -free policy statement, and ii) Will agree to abide by terms of Grantee' s condition of employment or subcontract.
11) Child Support Compliance Act
For any Contract Agreement in excess of $100, 000, the Grantee acknowledges in accordance with Public Contract Code 7110, that:

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a) The Grantee recognizes the importance of child and family support obligations and shall fully comply with all applicable state and federal laws relating to child and family support enforcement, including, but not limited to, disclosure of information and compliance with earnings assignment orders, as provided in Chapter 8 ( commencing with section 5200) of Part 5 of Division 9 of the Family Code; and
b) The Grantee, to the best of its knowledge is fully complying with the earnings assignment orders of all employees and is providing the names of all new employees to the New Hire Registry maintained by the California Employment Development Department.
12) Special Conditions — Grantees/ Subgrantee
The Grantee agrees to comply with all conditions of this Agreement including the Special Conditions set forth in Exhibit D. These conditions shall be met to the satisfaction of Cal ICH prior to disbursement of funds. The Grantee shall ensure that all Subgrantees are made aware of and agree to comply with all the conditions of this Agreement and the applicable State requirements governing the use of HHAP- 4 funds. Failure to comply with these conditions may result in termination of this Agreement.
a) The Agreement between the Grantee and any Subgrantee shall require the Grantee and its Subgrantees, if any, to:
i) Perform the work in accordance with Federal, State and Local housing and building codes, as applicable.
ii) Maintain at least the minimum State -required worker' s compensation for those employees who will perform the work or any part of it. iii) Maintain, as required by law, unemployment insurance, disability insurance, and liability insurance in an amount that is reasonable to compensate any person, firm or corporation who may be injured or damaged by the Grantee or any Subgrantee in performing the Work or any part of it. iv) Agree to include all the terms of this Agreement in each subcontract. 13) Compliance with State and Federal Laws, Rules, Guidelines and Regulations The Grantee agrees to comply with all state and federal laws, rules and regulations that pertain to construction, health and safety, labor, fair employment practices, environmental protection, equal opportunity, fair housing, and all other matters applicable and/ or related to the HHAP-4 program, the Grantee, its subrecipients, and all eligible activities.

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Grantee shall also be responsible for obtaining any and all permits, licenses, and approvals required for performing any activities under this Agreement, including those necessary to perform design, construction, or operation and maintenance of the activities. Grantee shall be responsible for observing and complying with any applicable federal, state, and local laws, rules or regulations affecting any such work, specifically those including, but not limited to, environmental protection, procurement, and safety laws, rules, regulations, and ordinances. Grantee shall provide copies of permits and approvals to Cal ICH upon request. 14) Inspections
a) Grantee shall inspect any work performed hereunder to ensure that the work is being and has been performed in accordance with the applicable federal, state and/ or local requirements, and this Agreement.
b) Cal ICH reserves the right to inspect any work performed hereunder to ensure that the work is being and has been performed in accordance with the applicable federal, state and/ or local requirements, and this Agreement. c) Grantee agrees to require that all work that is determined based on such inspections not to conform to the applicable requirements be corrected and to withhold payments to the subrecipient until it is corrected. 15) Litigation
a) If any provision of this Agreement, or an underlying obligation, is held invalid by a court of competent jurisdiction, such invalidity, at the sole discretion of Cal ICH, shall not affect any other provisions of this Agreement and the Initial of this Agreement shall remain in full force and effect. Therefore, the provisions of this Agreement are and shall be deemed severable.
b) The Grantee shall notify Cal ICH immediately of any claim or action undertaken by or against it, which affects or may affect this Agreement or Cal ICH, and shall take such action with respect to the claim or action as is consistent with the terms of this Agreement and the interests of Cal ICH.

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Homeless Housing, Assistance, and Prevention Program Round 4 ( HHAP- 4) Standard Agreement

EXHIBIT D

SPECIAL TERMS AND CONDITIONS
1) All proceeds from any interest -bearing account established by the Grantee for the deposit of HHAP- 4 funds, along with any interest -bearing accounts opened by subrecipients to the Grantee for the deposit of HHAP- 4 funds, must be used for HHAP- 4- eligible activities and reported on as required by Cal ICH. 2) Per Health and Safety Code section 50220. 8 ( g), any housing -related activities funded with HHAP- 4 funds, including but not limited to emergency shelter ( per Health and Safety Code section 50220. 8( e)( 8)( F)), rapid -rehousing, rental assistance, transitional housing and permanent supportive housing, must be in compliance or otherwise aligned with the core components of Housing First, as described in Welfare and Institutions Code section 8255, subdivision ( b). Individuals and families assisted with these funds must not be required to receive treatment or perform any other prerequisite activities as a condition for receiving shelter, housing, or other services for which these funds are used. In addition, HHAP- 4 funding shall be used to adopt a Housing First approach within the entire local homelessness response system, including outreach and emergency shelter, short- term interventions like rapid re -housing, and longer -term interventions like supportive housing.
3) Grantee shall utilize its local Homeless Management Information System ( HMIS) to track HHAP- 4- funded projects, services, and clients served. Grantee will ensure that HMIS data are collected in accordance with applicable laws and in such a way as to identify individual projects, services, and clients that are supported by HHAP- 4 funding ( e. g., by creating appropriate HHAP- 4- specific funding sources and project codes in HMIS).
4) Grantee shall participate in and provide data elements, including, but not limited to, health information, in a manner consistent with federal law, to the statewide Homeless Management Information System ( known as the Homeless Data Integration System or " HDIS"), in accordance with their existing Data Use Agreement entered into with the Council, if any, and as required by Health and Safety Code section 50220. 6 and Welfare and Institutions Code section 8256. Any health information provided to, or maintained within, the statewide Homeless Management Information System shall not be subject to public inspection or disclosure under the California Public Records Act (Chapter 3. 5 ( commencing with Section 6250) of Division 7 of Title 1 of the Government Code). For purposes of this paragraph, " health information" means " protected health information," as defined in Part 160. 103 of Title 45 of the Code of Federal Regulations, and " medical Ocl
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information," as defined in subdivision 0) of Section 56. 05 of the Civil Code. The Council may, as required by operational necessity, amend or modify required data elements, disclosure formats, or disclosure frequency. Additionally, the Council, at its discretion, may provide Grantee with aggregate reports and analytics of the data Grantee submits to HDIS in support of the Purpose of this Agreement and the existing Data Use Agreement.
5) Grantee agrees to accept technical assistance as directed by Cal ICH or by a contracted technical assistance provider acting on behalf of Cal ICH and report to Cal ICH on programmatic changes the grantee will make as a result of the technical assistance and in support of their grant goals.
6) Grantee agrees to demonstrate a commitment to racial equity and, per Health and Safety Code section 50222 ( a)( 2)( B), the grantee shall use data provided through HDIS to analyze racial disproportionality in homeless populations and, in partnership with Cal ICH, establish clear metrics and performance monitoring for achieving equity in provision of services and outcomes for Black, Native, and Indigenous, Latinx, Asian, Pacific Islanders and other People of Color who are disproportionately impacted by homelessness and COVID- 19.
7) Grantee should establish a mechanism for people with lived experience of homelessness to have meaningful and purposeful opportunities to inform and shape all levels of planning and implementation, including through opportunities to hire people with lived experience.

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Homeless Housing, Assistance, and Prevention Program Round 4 ( HHAP-4) Standard Agreement

STATE OF CALIFORNIA GENERAL TERMS AND CONDITIONS
This exhibit is incorporated by reference and made part of this agreement. The General Terms and Conditions ( GTC 04/2017) can be viewed at the following link:
https:// www.dgs. ca. gov/-/ media/ Divisions/ OLS/ Resources/ GTC- April- 2017- FINALapril2017. pdf?la= en& hash= 3A64979F777D5B9D35309433EE81969FD69052D2 In the interpretation of this Agreement, any inconsistencies between the State of California General Terms and Conditions ( GTC - 04/ 2017) and the terms of this Agreement and its exhibits/ attachments shall be resolved in favor of this Agreement and its exhibits/ attachments.

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STATE OF CALIFORNIA - DEPARTMENT OF GENERAL SERVICES

STANDARD AGREEMENT
STD 213 (Rev. 04/ 2020)

AGREEMENT NUMBER
22- HHAP- 10021

1. T his Agreement is entered into between the Contracting Agency and the Contractor named

CONTRACTING AGENCY NAME
Business, Consumer Services and Housing Agency

CON IRACTORNAME
City of Bakersfield
Z. I fie term of this Agreement IS:

PURCHASING AUTHORITY NUMBER ( If Appllcable)
010725
aiNni uMt -
Upon BCSH approval

THROUGH END DATE
06/ 30/ 2026

3. The maximum amount of this Agreement is:
798,027.27 ( Seven Hundred Ninety Eight Thousand Twenty Seven Dollars and Iwenty Seven Cents )

4. The parties agree to comply with the terms and conditions of the following exhibits, which are by this reference made a Dart of tho Anrppm— t Exhibits Title
Pages
Exhibit A Authority, Purpose and Scope of Work
8 Exhibit 8 Budget Detail and Disbursement Provisions
2 Exhibit C Homeless Coordinating and Financing Council General Terms and Conditions 8 Exhibit D Special Terms and Conditions
2 Exhibit E State of California General Terms and Conditions 1 Exhibit F
shown wit on
Standard Agreement to Apply
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CONTRACTOR
CONTRACTOR NAME ( If other than an individual, state whether a corporation, partnership, etc.) City of Bakersfield
CONTRACTOR BUSINESS ADDRESS CITY ]
CA E
F933(01
1600 Truxtun Ave Bakersfield

PRINTED NAME OF PERSON SIGNING TITLE
G-Rf -t5

CONTRACTOR AUTHORIZED SIGNATURE

DATE SIGNED

Page 1 of 2 ends

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SCO ID:

STATE OF CALIFORNIA - DEPARTMENT OF GENERAL SERVICES
STANDARD AGREEMENT ! AGREEMENT NUMBER
STD 13 ( Rev. 04/ 1020) 22- HHAP- 10021

CONTRACTING AGENCY NAME

STATE OF CALIFORNIA
Business, Consumer Services and Housing Agency
PURCHASING AUTHORITY NUMBER ( If Applicable)
010725
k- vN 1 nn4 i iNG AGENCY ADDRESS
915 Capitol Mall, Suite 350- A
CITY =
CA95814 Sacramento
PRINTED NAME OF PERSON SfGNINC,
Lourdes Castro Ramirez TITLE

CONTRACTING AGENCY AUTHORIZED SIGNATURE
Secretary

DATE SIGNED

CALIFORNIA DEPARTMENT OF GENERAL SERVICES APPROVAL
EXEMPTION ( If Applicable)

Page 2 of 2 ends

F- n
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EXHIBIT " C"
HOMELESS HOUSING ASSISTANCE AND PREVENTION ROUND 3 GRANT PROGRAM

KERN COUNTY HOSPITAL AUTHORITY
Purpose of Project
CONTRACTOR will provide mental health services in each of the four local shelters: Brundage Lane Navigation Center, Open Door Network, M Street Navigation Center, and The Mission at Kern County.

Description
The City of Bakersfield will partner with Kern Medical to provide mental health services in each of the four local shelters: Brundage Lane Navigation Center, Open Door Network, M Street Navigation Center, and The Mission at Kern County. The pilot project will include funding one therapist who will work 40 hours a week at each shelter, and a part-time Psychiatrist who will also work with each participant at all four shelters. The pilot program will focus on a case load of approximately 20 people at a time and will coordinate with shelter staff and case managers to develop a streamline approach to each unique person' s mental health needs. The program will seek to reduce barriers to mental health services by ensuring wrap around services are secured before connecting individuals to housing solutions during their shelter stay.

Eligible Expenses
The eligible expense under both the HHAP- 3 and HHAP- 4 grants is: Interim Sheltering/ Services.

Eligible expenses include mental health services, and operational costs associated with the program. CONTRACTOR will use EIGHT HUNDRED AND EIGHTY THOUSAND, NINE HUNDRED DOLLARS 880,900) in HHAP- 3 funds and THREE HUNDRED THOUSAND DOLLARS ($ 300, 000) in HHAP- 4 funds for a total of ONE MILLION, ONE HUNDRED AND EIGHTY THOUSAND, NINE HUNDRED DOLLARS 1, 180, 900) .

Time frame
All funds granted to CONTRACTOR shall be completely expended within the term of the Agreement, November 9, 2023 - May 8, 2025. The funds shall be used for a one-year period, with 6 months of additional time if the project should need it to spend the complete grant.

Data Submission, Timeline and other Requirements:

HMIS
CONTRACTOR will report on people served and will enter data into the Homeless Management Information System ( HMIS) and comply with federal reporting requirements using HUD' s standards for participation.

CONTRACTOR shall submit a quarterly report to The City on forms provided by the City, no later than February 28, 2024, then quarterly thereafter with a final report due May 31, 2025, or until funds are exhausted. If the Contractor fails to provide such documentation, The City may disencumber any portion of the amount authorized by this Agreement with a 14- day written notification.

CONTRACTOR will report on the following, as well as any additional information the City deems appropriate or necessary:

C- 1
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0RIGIN0
1) Data collection shall include, but not be limited to, information regarding individuals and families served, including demographic information, information regarding partnerships among entities or lack thereof, and participant and regional outcomes.
2) The performance monitoring and accountability framework shall include clear metrics, which may include, but are not limited to, the following:
a) The number of individual exits to permanent housing, as defined by the United States Department of Housing and Urban Development, from unsheltered environments and interim housing resulting from this funding. b) Racial equity, as defined by the council in consultation with representatives of state and local agencies, service providers, the Legislature, and other stakeholders.
c) Any other metrics deemed appropriate by The City.

The Contractor further agrees to retain all records for a minimum period of five ( 5) years after the termination of this Agreement.

Housing First
Any housing - related activities funded with HHAP- 3 funds must comply or otherwise align with the Core Components of Housing First, pursuant to Welfare and Institution Code Section 8255( b).

C- 2
m

ORIGINAL
EXHIBIT " D"

DRUG FREE WORKPLACE CERTIFICATION
The undersigned certifies, to the best of his or her knowledge and belief, that: CONTRACTOR, representing the facility known as Kern Hospital Authority located at 1700 Mt. Vernon Ave, Bakersfield, California, 93306, will continue to provide a drug -free workplace by meeting all standards and requirements of the Code of Federal Regulations, Part 24, Subpart F as follows:

1. Publishing a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the grantee' s workplace and specifying the actions that will be taken against employees for violation of such prohibition.

2. Establishing an ongoing drug -free awareness program to inform employees about:
a)The dangers of drug abuse in the workplace:
b) The grantee' s policy of maintaining a drug -free workplace; c)Any available drug counseling, rehabilitation, and employee assistance programs:
and
d) The penalties that may be imposed upon employees for drug abuse violations occurring in the workplace.

3. Making it a requirement that each employee to be engaged in the performance of the grant be given a copy of the statement required by paragraph 1.

4. Notifying the employee in the statement required by paragraph 1 that, as a condition of employment under the grant, the employee will -
a) Abide by the terms of the statement: and
b) Notify the employer in writing of his or her conviction for a violation of a criminal drug statute occurring in the workplace no later than five calendar days after such conviction.

5. Notifying the agency in writing, within ten calendar days after receiving notice under subparagraph 4 ( b) from an employee or otherwise receiving actual notice of such conviction. Employers of convicted employees must provide notice, including position title, to every grant officer or other designee on whose grant activity the convicted employee was working, unless the Federal agency has designated a central point for the receipt of such notices. Notice shall include the identification number( s) of each affected grant.

6. Taking one of the following actions, within 30 calendar days of receiving notice under subparagraph 4( b), with respect to any employee who is so convicted:
a) Taking appropriate personnel action against such an employee, up to and including termination, consistent with the requirements of the Rehabilitation Act of 1973, as amended: or
b) Requiring such employee to participate satisfactorily in a drug abuse assistance or rehabilitation program approved for such purposes by a Federal, State, or local health, law enforcement, or other appropriate agency.

7. Making a good faith effort to continue to maintain a drug -free workplace through implementation of paragraphs 1, 2, 3, 4, 5, and 6.

8. This certification meets the objectives and requirements of the United States Department of Hous and Urban evelopment ( HUD).
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Name Title
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Dated: V11-10 o <
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YKernMedical
July 1, 2023
Statement of Self -Insurance
The Kern County Hospital Authority (" Authority"), a local unit of government, which owns and operates Kern Medical Center ( a/ k/ a Kern Medical), is self - insured for Hospital Professional Liability ( malpractice), General Liability, Workers' Compensation, and Employers Liability. For these coverages, the Authority carries excess insurance above the following self -insured retentions: $ 2, 000, 000 for Hospital Professional Liability; $ 1, 000, 000 for General Liability; and $ 1, 000, 000 for Workers' Compensation and Employers Liability.

These exposures, including contractual liability, arising out of Authority operations are covered by the Authority' s self-insurance program undertaken pursuant to Government Code Section 990 and Health and Safety Code Section 101855.

Under this self-insurance program, the Authority will bear all risk of bodily injury and property damage losses that are the responsibility of the Authority under current law and contracts. This program is currently in effect and will remain in effect as renewed each year by the Authority.

Very truly yours,
Karen S. Barnes
Vice President & General Counsel
Kern County Hospital Authority
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Owned and Operated by the Kern County Hospital Authority A Designated Public Hospital > o
1700 Mount Vernon Avenue I Bakersfield, CA 93306 1 ( 661) 326- 2000 1 KernMedicao44, AaL

ADMINISTRATIVE REPORT
MEETING DATE: July 23, 2025 AGENDA CATEGORY: CONSENT - Agreements TO: Honorable Mayor and City Council
FROM: Gregory Pronovost, Technology Services Director
DATE: July 10, 2025
SUBJECT: Agreement with Dell Marketing, L.P. (not to exceed $4,012,956.03) for Microsoft subscriptions.
[Document Description]
RECOMMENDATION:

Staff recommends approval of this agreement.

BACKGROUND:

The City of Bakersfield departments use various Microsoft services and subscriptions to complete their work, including Microsoft applications like Outlook, Word and Excel and Active Directory for identity management. These applications can be purchased by various vendors. The City released a Request For Proposal (RFP) for renewal of Microsoft services and subscriptions, and Dell Marketing, L.P. responded with favorable pricing and was awarded the bid.

Technology Services Department and Dell Marketing, L.P. now wish to enter into a three (3) year agreement not to exceed $4,012,956.03 for these services.

FISCAL IMPACT:

Funding for this agreement has been appropriately budgeted for Fiscal Year 2025-2026 in the Equipment Fund.

COUNCIL GOAL:

Innovative and Efficient City Government
ATTACHMENTS:

Agreement
oe» ^o^xT^erWJlogies

ADOPTION AGREEMENT
For City ofBakersfield, CA
and Dell Marketing L.P.

Utilization ofthe
County ofRiverside Licensing Solution Provider Agreement ThisAdoption Agreement is made and entered into on July 11th, 2025, the City ofBakersfield, a municipal corporation in the County of Kern, State of California (hereinafter referred to as the “CITY”) and Dell Marketing L.P. (“DELL”) with offices at One Dell Way, Round Rock, Texas 78682 (collectively, the “Parties”).

WHEREAS, CITY and Microsoft Corporation (“Microsoft”) have entered into an Enterprise Agreement Enrollment under that certain Microsoft Enterprise Agreement (Master Agreement No. 8084445, referred to as the “Master Agreement”), under which CITY has the ability to enter into one or more enrollments to order certain Microsoft product licenses; and WHEREAS, CITY issued a Request for Proposals and DELL, an authorized reseller for Microsoft licensing, submitted a proposal in order to provide the volume licensing CITY desires for continued use of various Microsoft software subscriptions and services (also referred to herein as “goods”), utilizing the pricing and terms set forth in that certain County of Riverside Licensing Solution Provider Agreement (LSPA) Number ITARC-00934 (“County ofRiverside Master Agreement”); and WHEREAS, CITY wishes to participate as an Enrolled Affiliate (as defined in the LSPA) and has committed funding for the cost ofthe goods and intends to apply the proceeds to eligible payments under this Agreement, it being understood that such payments will be subject in all respect to acceptability ofthe goods and that such payments shall be subject in all respects to the terms and conditions ofthe agreement for payments as included herein; that no party other than the CITY shall derive any rights from the agreement providing for payment to the DELL.

NOW, THEREFORE, FOR MUTUAL AND VALUABLE CONSIDERATION, and incorporating the foregoing recitals herein, the CITY and DELL agree the procurement of the goods pursuant to this Agreement will be governed by the Terms and Conditions of the County of Riverside Master Agreement. The Parties further agree as follows:

1.0 This Agreement shall become effective as ofthe date first designated above and will continue for a period of 36 months, unless terminated earlier in accordance with the LSPA or the Master Agreement.

2.0 No other terms and conditions shall apply without Mutual agreement of Parties in writing, including any preprinted terms on invoices or purchase orders.

3.0 This Agreement incorporates by reference the following attachments, which shall govern the CITY’S purchase and use ofthe licensing, products and/or services set forth therein. The order of precedence for any relevant transaction shall be governed as follows:

4.0 Enrollment. As a condition to the City’s participation as an Enrolled Affiliate under the LSPA, and by its signature ofthis Agreement, the City agrees to complete the enrollment with Microsoft under its Enrollment Agreement, Attachment 4-attached for reference, and comply with and be bound by all terms and conditions set forth in the LSPA and the Master Agreement. Subject to such completion and compliance, the parties agree that the City shall constitute an Enrolled Affiliate.

The City represents and warrants that it meets and will continue to meet throughout the term ofthis Agreement, the definition of “Enrolled Affiliate” set forth in the LSPA and the Master Agreement.

5.0 All notices required pursuant to the Agreement shall be in writing and sent by certified mail, return receipt requested, or via E-Mail as indicated below:

To the CITY: To DELL:

CITY OF BAKERSFIELD

CITY HALL
1600 Truxtun Avenue
Bakersfield, CA 93301
Dell Marketing LP
Attn: [email protected]

SIGNATURES ON NEXT PAGE
De" C“’>'™t3i^|2t"^gTO|OgieS
IN WITNESS WHEREOF, DELL has executed this agreement, and the CITY, by its CITY Manager, who is authorized to do so, has executed this agreement.

CITY OF BAKERSFIELD DELL INC.

Title; Paralegal Senior Analyst
APPROVED AS TO CONTENT:

TECHNOLOGY SERVICES DEPARTMENT
APPROVED AS TO FORM:

VIRGINIA GENNARO
City Attorney
Print Name:Ana Pjtti
By:

KAREN GOH
Mayor
By:

ASHLEY E. ZAMBRANO
Deputy Attorney
By:Ana Pitti (Jul 11,202516:45 CDT)
By:

GREGORY PRONOVOST
Technology Services Director
COUNTERSIGNED:

By:

RANDY MCKEEGAN
Finance Director
oen c-“mD0|2^g^logies
ATTACHMENTS:

Attachment 1: Dell Quotation Prepared for City ofBakersfield dated 6/2/2025 (during its validity period)
Attachment 2: ITARC-00934 (“County ofRiverside Master Agreement) Attachment 3: Microsoft Enterprise Agreement (Master Agreement No. 8084445) Attachment 4: Enrollment Agreement
Dell Customer Communication - Confidential
Customer:
□ell Customer Confidential
Quotation
City of Bakersfield
0 BAKERSFIELD
Dell Microsoft Licensing Specialist: Sam Andrews, [email protected] Date of Issue: 6/2/2025
Quote expiration: 7/25/2025
Master Agreement: 8084445
Contract: ITARC-00934 County of Riverside EA used by CA Public Sector) Enrollments Projected Annual
6496842 (lead) / 6497675 (Comm
Azure)
$1,337,652.01 $4,012,956.03
as-is quote
Dell Customer Communication - Confidential
Annual Price
3-year Total $4,012,956.03
City of Bakersfield
Microsoft EA Renewal (8/1/2025 to 7/31/2028)
Program
Part
Number
Item Description
Monthly Unit
Price
Annual Unit
Price
Quantity Extended Price
Annual Pricing
Enterprise Products / Online Services Subscriptions
Enterprise Agreement AAD-34700 M365 G3 Unified FSA Renewal GCC Sub Per User $ 27.98 $ 335.76 1479 $ 496,589.04 Enterprise Agreement AAD-34704 M365 G3 Unified FUSL GCC Sub Per User $ 32.93 $ 395.16 832 $ 328,773.12 Additional Products
Enterprise Agreement 076-01912 Project Standard ALng SA $ 131.66 4 $ 526.64 Enterprise Agreement 7JQ-00343 SQL Server Enterprise Core ALng SA 2L $ 2,536.26 32 $ 81,160.32 Enterprise Agreement 7NQ-00292 SQL Server Standard Core ALng SA 2L $ 662.40 4 $ 2,649.60 Enterprise Agreement D87-01159 Visio Professional ALng SA $ 112.94 3 $ 338.82 Enterprise Agreement 086-01253 Visio Standard ALng SA $ 58.03 8 $ 464.24 Enterprise Agreement QEJ-00003 Visual Studio Ent with GitHub ALng SA $ 1,099.77 7 $ 7,698.39 Enterprise Agreement 9EA-00278 Win Server DC Core ALng SA 2L $ 142.24 144 $ 20,482.56 Enterprise Agreement 9EM-00270 Win Server Standard Core ALng SA 2L $ 21.83 120 $ 2,619.60 Additional Products Subscriptions
Enterprise Agreement 822-00001 M365 G5 Security GCC Sub Per User $ 10.97 $ 131.64 2311 $ 304,220.04 Enterprise Agreement 7MS-00001 Planner & Project P3 GCC Sub Per User $ 23.32 $ 279.84 22 $ 6,156.48 Enterprise Agreement SFL-OOOO1 Power Automate Flow GCC Sub (min 5 licenses) $ 91.50 $ 1,098.00 5 $ 5,490.00 Enterprise Agreement 105-00001 Power Automate Premium GCC Sub Per User $ 13.72 $ 164.64 2 $ 329.28 Enterprise Agreement J8S-00003 Power Apps Per App GCC Sub 1 App or Website $ 4.57 $ 54.84 1 $ 54.84 enterprise /Agreement oel-uuuujl ruwei Mpps rreniimri taut. juu rer user $ 18.30 $ 219.60 1 > 219.60 Enterprise Agreement HKL-00002 Power Bl Premium Pl GCC Sub $ 3,880.10 $ 46,561.20 1 $ 46,561.20 Enterprise Agreement DDJ-OOOO1 Power Bl Pro GCC Sub Per User $ 7.76 $ 93.12 13 $ 1,210.56 Enterprise Agreement VAI-00001 Teams Rooms Pro GCC Sub Per Device $ 36.60 $ 439.20 37 $ 16,250.40 Enterprise Agreement P3U-00001 Visio P2 GCC Sub Per User $ 11.66 $ 139.92 2 $ 279.84 Enterprise Agreement NYH-00001 Teams Audio Conferencing with Dial Out GCC Sub Add-on ($0.00) $ - $ - 2311 $ - Enterprise Agreement W6T-00005 Azure Professional Direct Support - US Gov $ 1,298.12 $ 15,577.44 1 $ 15,577.44 Enterprise Agreement J5U-00004 AzureprepaymentG ShrdSvr ALNG SubsVL MVL Commit Provision ($0.00) $ - $ - 1 $ - Tenant: Azure Commercial
Enterprise Agreement AAA-35418 Azure Monetary Commitment Provision ($0.00) $ - $ - 1 $ - 1 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:

1. LSP’s sale and County’s use ofthe 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 ofits 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 ofRiverside to purchase any specified amount ofgoods orservices.

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

3. Compensation
The COUNTY shall pay the LSP for products at the cost as stated in Exhibit A, incurred in accordance with the terms ofthis 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 ofservices or products.

Non-Appropriations: The COUNTY obligation for payment ofthis Agreement beyond the current fiscal year end is contingent upon and limited by the availability ofCOUNTY funding from which payment can be made, and invoices shall be rendered “monthly” in arrears. In the State ofCalifornia, Government agencies are not allowed to pay excess interest and late charges, per Government Codes, 1 Revision 1/06/2021
SEP 1 0 2024 .^£2
AGREEMENT # ITARC-00934
Section 926.10. No legal liability on the part ofthe 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 oftheir 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 hereundershall 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 oftermination.

5.2 If the LSP is in default, refuses or fails to comply with the terms ofthis 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 ofsuch termination, the County may proceed with the work in any manner deemed proper by County.

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

6. Alteration or Changes to the Agreement
The Board of Supervisors and the County Purchasing Agent and/or his designee is the only authorized County representatives who may at any time, by written order, alter this Agreement. If Revision 1/06/2021
2 AGREEMENT # 1TARC-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
Riverside County Information Technology
Attn: Procurement Contract Specialist
3450 14lh Street
Riverside, CA 92501

8. Insurance
LSP
Dell Marketing, L.P.

Attn: Sarina Konnoff
One Dell Way
Round Rock, TX 78682
[email protected]
[email protected]
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 ofthis 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:

Ifthe 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 ofliability shall not be less than $2,000,000 per occurrence combined single limit. Ifsuch insurance contains a general aggregate limit, it shall apply separately to this agreement Revision 1/06/2021
3 AGREEMENT # 1TARC-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 ofthe 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 ofthe contract insurance claims arising out oftheirservices and including, but not limited to loss, damage, theft or other misuse of data, infringement ofintellectual property, invasion ofprivacy and breach ofdata.

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

If the LSP maintains broader coverage and/or higher limits than the minimums shown above, the County requires and shall be entitled to the broader coverage and/or higher limits maintained by the LSP. Any available insurance proceeds in excess ofthe specified minimum limits ofinsurance 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.

Ifany 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.

Revision 1/06/2021
4 AGREEMENT # ITARC-00934
3) LSP shall cause LSP’S insurance carriers) to furnish the County of Riverside with either 1) a properly executed original Certificate(s) of Insurance and certified original copies of Endorsements effecting coverage as required herein, and 2) ifrequested 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 ofthe insurance carrier(s) that a minimum ofthirty (30) days written notice shall be given to the County of Riverside prior to any material modification, cancellation, expiration or reduction in coverage of such insurance. If LSP insurance carrier(s) policies does not meet the minimum notice requirement found herein, LSP shall cause LSP’s insurance carriers) to furnish a 30 day Notice ofCancellation Endorsement. 4) In the event of a material modification, cancellation, expiration, or reduction in coverage, this Agreement shall terminate forthwith, unless the County ofRiverside receives, prior to such effective date, another properly executed original Certificate ofInsurance 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) ofInsurance and certified original copies of endorsements and ifrequested, 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 behalfshall sign the original endorsements for each policy and the Certificate ofInsurance.
5) It is understood and agreed to by the parties hereto that the LSP’s insurance shall be construed as primary insurance, and the COUNTY’S insurance and/or deductibles and/or self-insured retention’s or self-insured programs shall not be construed as contributory. 6) If, during the term ofthis 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 ofthe scope ofwork; or, the term ofthis 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 ofsubcontractors working under this Agreement.
8) The insurance requirements contained in this Agreement may be met with a program(s) of self-insurance acceptable to the COUNTY.
9) LSP agrees to notify COUNTY of any claim by a third party or any incident or event that may give rise to a claim arising from the performance ofthis Agreement Revision 1/06/2021
5 AGREEMENT # 1TARC-00934
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.

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 ofthe State ofCalifornia located in Riverside, California, and the parties waive any provision of law providing for a change of venue to another location. In the event any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way.

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

Exhibit A: Scope and pricing.

Exhibit B: LSP Reporting of Active Enrollments.

Exhibit C: Microsoft LSP Participation Form.

Exhibit D: Microsoft EA Benefits for Government Agencies.

Exhibit E: Microsoft Enterprise Agreements and Amendments.

E1) Microsoft Enterprise Agreement No. 8084445.

E2) Microsoft Select Plus Agreement No. 7756479.

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

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

9.5 This Agreement may be executed in any number of counterparts, each of which will be an original, but all of which together will constitute one instrument. Each party of this Agreement agrees to the use of electronic signatures, such as digital signatures that meet the requirements ofthe 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 ofthe 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 6 Revision 1/06/2021
AGREEMENT # 1TARC-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 ofthis section, a digital signature is a type of “electronic signature” as defined in subdivision (i) ofSection 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
subdivision ofthe State ofCalifornia
DELL MARKETING, L.P., A Texas Limited
Partnership authorized to conduct business in the
State of California
By:

Chuck Washington
Chair ofthe Board of Supervisors
Dated: *] [[ft
Name: Katherine Castillo
Title: Paralegal Advisor
Dated: 07/16/2024
By:

Paula Salbido
Deputy County Counsel
ATTEST:

Kimberly Rector
Clerk ofthe Board
APPROVED AS TO FORM:

Minh C. Tran
County Counsel
By:

Dated: “'Hzztz.O M
7 Revision 1/06/2021
SEP 10 ZOZq
AGREEMENT # 1TARC-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 (1SD) formerly Microsoft Consulting Services (MCS), Microsoft Unified Support and Microsoft incident response. Microsoft Select Plus Agreement No. 7756479.

2. The agreement with LSP as a LSP of the Microsoft Products and Services under Microsoft EA No. 8084445 is available for use by the County ofRiverside and governmental agencies within the State of California. The LSP will serve as the liaison between the political entity for enrollments under the Microsoft EA.

3. The LSP agrees to extend the same pricing, 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 oftheir choosing; and County shall in no way be responsible to any LSP for other entities’ purchases.

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

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

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

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

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

9. The LSP will provide, at the Enrolled Affiliate’s request, a licensing portal that allows the tracking of licenses beyond the capabilities ofthe Microsoft VLSC. This portal will show, but not be limited to, all licenses on the current enrollment, quantities ofsaid licenses, track licenses at department/agency levels, transfer licenses to and from each department/agency, and have reporting functionalities.

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8 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 oftraining 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 ofsuch 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 ofthis is to track how many agencies within the State ofCalifornia piggyback offofthe Master Agreement.

15. The LSP will be charged 1.00% ofthe 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 ofAffiliates Shadow Enrollments.

16. The Servicing LSP shall provide Microsoft Enterprise Support Services from Microsoft to assist customers leveraging this contract vehicle in operation ofthe technology acquired and assist Riverside Master Participants in maximizing the benefits ofthis investment.

17. The Servicing LSP shall provide the ability to for the acquisition ofMicrosoft services as the demand for individual product services or capabilities expand. The servicing LSP shall provide services to include Microsoft Unified, Industry Solutions Delivery (ISD), and Microsoft incident response. The Servicing LSP will have a valid Microsoft Master Services Agreement on file with Microsoft in order to resell Microsoft Unified Support, and Industry Solutions Delivery (ISD). Additionally, the contractor shall provide Microsoft dedicated Technical Support representatives and subject matter experts provided via the Microsoft enterprise agreement to support and assist Riverside County master participants in analyzing, architecting, implementing, managing, and operating solutions based on the licenses previously acquired orto be purchased in accordance with the terms ofthe Microsoft enterprise licensing program.

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9 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
Revision 1/06/2021
10 AGREEMENT # ITARC-00934
Pricing;

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

Level D

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

4.00 Additional Products (M365 Fl, M365 E5 Compliance, M365 E5 Security, Office 365 Enterprise Fl, Project Online, Visio Online Plan 1 or Plan 2, Dynamics 365, Azure, SQL Server, Windows Server, etc).

Level D

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

Level D

4.00 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:

Solution Area Specific Capability Number Customer
Size Reference?
Number ofsuccessful customer production mail
deployments/migrations?
100+ 10,000+ Yes
Number ofsuccessful customer production SharePoint
deployments/migrations?
100+ 10,000+ Yes
Number ofsuccessful customer production Teams
deployments/migrations?
100+ 10,000+ Yes
Number ofsuccessful customer production Teams
Voice deployments/PBX migrations?
100+ 10,000+ Yes
Number ofpeople with specialized expertise on
technologies listed above
200+
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11 AGREEMENT # 1TARC-00934

3. License Support Provider (LSP) service rates:

Data and Artificial Intelligent
Certified Competency (Yes/No) Hourly Rate (On
Premise)
Build Intelligent Apps Yes $50 - $475
Build Intelligent Agents Yes $50 - $475
Machine Learning Yes $50 - $475
Internet ofThings 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 Sei-vice 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 - $475
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
Revision 1/06/2021
12 AGREEMENT # 1TARC-00934
Exhibit B

LSP REPORTING OF ACTIVE ENROLLMENTS
MICROSOFT ENTERPRISE AGREEMENT No. 8084445
LSP Name Company name
RIVCO
Contract ID TBD
Master
Enrollment
Enrollment
Number:

Enrollment
Entity:

Start
Date:

End
Date:

Annual
Sales
Reporting
Term:

Calendar
Year
Enrollment
Contact:

Enrollment
Contact
Email:

Enrollment
Contact Tel:

County of
Riverside
xx/xx/
xxxx
xx/xx
/xxxx John Doe
Revision 1/06/2021
13 AGREEMENT # ITARC-00934
Exhibit C

MICROSOFT LSP PARTICIPATION FORM
Dfc 19fi&i^Wfrf,fiommun'cat,on Conf dfcnt,al
Chief InformaVen Officer

DARRYL POLK
Chief Technology Officer

TRACY TILLMAN
Deputy Director Admin - IT

ANTHONY CHOGYOJI
Chief Information Security Officer

MARTIN PEREZ, ACIO
Enterprise Applications Bureau

GUSTAVO VAZQUEZ, ACIO
Converged Communications Bureau

KARAN CHANDRAN, ACIO
Techr.o’cgy Services Bureau
Microsoft LSP Participation Form
(REQ # ITARC -00532 Attachment 2)
Complete this form and return to:

Attention: Linda Fakhourl
E-mai 1: [email protected]
Payment should be made to:

Riverside County Information Technology
3450 14th Street, Fourth Floor
Riverside, CA 92501
County of Riverside TIN #: 95-6000930
company Name: Dell Marketing, L.P.

HOme; SarinaKonnoff Title: Proposal Manager
Address: One Dell Way
City: Round Rock,TXzip 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. 3064445. 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 RFC # ITARC-00532 and any subsequent contracts and I or amendments.

By signing below, I also agree that all enrollments will be submitted to Microsoft direct, to report enrollment activity and comply to the payment schedule per RFQ # ITARC-0D532 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.
' May 9, 2024
Signature Date
Sarina Konnoff
Printed Name
Proposal Manager
Titie
Riverside County Innovation Ccntcf • 3450 lovrteeeih St. Riverside, (.aliforrwo 9J50i-n& *t • *hnn«. 951 ysj-noo • i-iip /^ww • «vc•»ei.onr»ii <>>< Revision 1/06/2021
14 AGREEMENT # ITARC-00934
Exhibit D
Microsoft EA Benefits for Government Agencies
El Reduced Paperwork
Reduced number of separate documents to review - by consolidating amendments into a single document. Many ofthe amendments previously required are now built into the enrollment document.

Customers utilizing the County ofRiverside 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 offofpublished “LSP cost” all platforms. Azure discount is a factor ofthe 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 ofOffice 365, Microsoft Intune, Azure AD Premium and Azure RMS. Eligible customers will receive guidance from a dedicated group of onboarding experts known as the Microsoft FastTrack Center (FTC) to onboard to these services. The FTC uses an onboarding approach known as FastTrack to help you, your IT Team, and or Partner, confidently onboard new users and capabilities. Programs are subject to change and/or evolve.

E4 No Charge Security Incident Assistance
Microsoft will engage special security teams in the event ofan exploit ifyour organization leverages Microsoft security technologies as part ofyour enterprise agreement commitment. These teams will help you identify and stop the malicious attack and triage the incident. See your Microsoft Sales Executive for more details.

E5 Raise and lower commitment for hosted services during the Enterprise Agreement Period You can raise your commitment for hosted services like 0365, CRM, Azure during the current EA year and only commit to the remaining months in that year. Example: your anniversary for your Year-2 term is in November and your adding 100 Office 365 users in May. You will only be obligated to pay for the 6 months leading to your anniversary. Additionally, you can now true-down hosted services at your anniversary to the original commitment level as well.

E6 Additional Software Assurance benefits
• With New Version Rights, you can upgrade each Microsoft product license that is covered by active Software Assurance to the most recent version for no additional cost. When a new version of Microsoft Office is released during the term of your agreement, your licenses are automatically upgraded to the new version.
• Office Roaming Use Rights: Help expand end-user productivity and extend the value of your virtual desktop environment with Office Roaming Use Rights, which lets users with Software Assurance on Office, Project, or Visio remotely access their software on their virtual desktops from third-party devices.

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15 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 ofthe 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-byproduct.aspx?83ffdda4-a263-4123-9752-1122538c0a96=True Revision 1/06/2021
16 AGREEMENT # ITARC-00934
Exhibit E
Microsoft Enterprise Agreements and Amendments
El) Microsoft Enterprise Agreement No. 8084445.

E2) Microsoft Select Plus Agreement No. 7756479.

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

Revision 1/06/2021
17 □ Microsoft
Program Signature Form
MB/MMBSAtliimher
Agreement number
Volume Licensing
004-kayleed-S-04
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 (he 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.

Enterprise Agreement X20-10209
<Choose Agreement * Document Number or Code
<Chooso Agreement * Document Number or Code
<Choose Agreement * Document Number or Code
<Choose Agreement *..
cChoose Enrollmen'l/Reqistralion *
Document Number or Code.

Document Number or’Code’
<Chouse Enrollment/Registration * Document Number nr Code <Choose Enrollmenl/Registration * Document Number or Code <Choose Enrollment/Registration * Document Number or Code <Choose Enrollment/Registration * Document Number or Code Amendment to Contract Documents CTM-CPT-OPT-FWK (new)
f
i
I
By signing below. Customer and the Microsoft Affiliate agree that both parties (1) have received, read and understand the above conlracl 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.

I
Name of Entity (mupt bertemtLentity name)’ County of Riverside Signature * "t _____________
Printed First and Last Name * Ricl'WV'd IS •
Printed Title 5 f. Pf&CuM Gd14Vh\(>T Sp« C
Signature Date * £> 5*/z z/~2.ol'cf
l'(K 11 3 1
Tax ID
• indicates inquired field
PiogrmnSigi)FOHn(MSSigit}(NAlLalArn)ExBRA.MU(l£NGi(Aiiy20M) Pug<? 1 012 Optional 2nd Customer signature or Outsourcer signature (if applicable) [Customeh
Name of Entity (must be legal entity name) *
Signature *
Printed First and Last Name * ,
Printed Title [
Signature Date *
* indicates required field
pjutsou’rcerj
Name of Entity (must bo legal entity name) *
Signature * ._________________________________________________ Printed First and Last Name *
Printed Title
Signature Date *
‘Indicates required field J
If Customer requires physical media, additional contacts, or is reporting multiple pr evious Enrollments, include the appropriate form(s) with this signature form.

After this signature form is signed by the Customer, send it and the Contract Documents to Customer's channel partner or Microsoft account manager, who must submit them to the following address. When the signature form is fully executed by Microsoft, Customer vzill receive a confinnation copy.

Microsoft Corporation 1
Dept. 551, Volume Licensing
6100 Neil Road, Suite 210
Reno, Nevada 80511 -1'137
USA I
I
P<O0<«iinSignrorm(MSSi{|n>(HA.I n'An>)=zHRAMI J(F.NG)(Aiig2014) Page 2 al 2 □! Microsoft Volume Licensing
Amendment to Contract Documents
Arjiecnicm Muinber
8O 004-kayleed-S-04
This amendment fAmendment") is entered into between the parlies identified on the attached program signature form. It amends the Enrollment or Agreement identified above. All terms used lint nol defined In this Amendment will have lhe same meanings provided In that Enrollment or Agreement.

Enterprise Agreement
Custom Terms CTM

1. Section 6a, "Tenn", Is hereby amended and restated as follows:
a. Term. The term of Ihis Agreement will remain In effect unless terminated by either parly as described below. Each Enrollment will have the term provided in that Enrollment.

2. The pricing that Microsoft will offer Enrolled Affiliate's Reseller for Enrollments effective between November 1, 2019 through October 31, 2021. and that will apply for the entire initial term of such Enrollments, is as follows: ,
' the examples iucluc'u oriluio services that tire available In either lhe cciiinie'dat or government cloud cHeiincs.

Product Price’
Level
Examples Include but are not limited to
the following *:

Enterprise Online Services *"
(including Pull USLs, l-'rom SA
USLs, Add ons and Step Ups)
Level D
minus 2%
M365 E3 and E5, Enterprise Mobility +■
Security E3 and E5, 0Ifice 365 Enterprise
El or E3. Windows 10 Enterprise E3 or E5
Enterprise Products Level D Office 365 Pro Plus, Windows 10 Enterprise, Core CAL Suite, Enterprise
CAL Suile
Additional Products Level D M365 F1, M365 E5 Compliance, M365 E5 Security, Office 365 Enterprise F1, Project
Online, Visio Online Plan 1 or Plan 2,
Dynamics 365, Azure, SQL Server,
Windows Server, etc.

Server and Tools Product
(applies to Server and Cloud
Enrollments only)
Level D SharePoint Server, SOL Server, BizTalk
Server, Visual Studio, Core Infrastructure
Suites, etc.
"Cuialifyinn finwtprisn Online Setvires are Kl«ntili«d In the Product Terms vrilh lhe cell value cl ‘E0' in the rabies foi T’loyrurn Avulubilily". Ilie ucoixi <i! Enterprise Online Services Is subject Io chatgu as Enterprse Online Services rue added, uadared'revsed or removed from the Enterprise program ottering Exclusions apply to lire additional 2% discount nn Enterprise Online Services as follows:

AmeridinciltApu v<l 0 CIMCPT-OPT-FWIC BO
P»nn I of 2
• The price list month that applies to an order is not a factor in determining whether (lie additional 2% discount on Enterprise Online Services may be applied io an order. The only applicable factor is the effective date of the Enrollment. • The discount does not apply to any extensions ot the initial Term or renewal Enrollments.
• The discount does not apply to any promotional SKUs. Enrolled Affiliate is entitled to tire lower of the promotional price or discounted price.

Tire price level that applies to Enrollments effective on or after November 1,2021 is Level D for all Products.

The Reseller and the Enrolled Affiliate will determine the Enrolled Affiliate's actual price and payment,terms.

Except for changes made by this Amendment, the Enrollment or Agreement identified above remains unchanged and in full force and effect. If (here Is any conflict between any provision in this Amendment and any provision in Hie Enrollment or Agreement identified above, this Amendment shall control.

This Amendment must be attached to a signature form to bevalick Microsoft Internal Use Only:

Riverside County EA Amend 0.7.docx CTM CTM-CPT-OPT-rWK I DO AniRrdmer.tApn vd 0 CTM-CPT-OPT-FWK BD
Pogo 2 of 2
I
l
□' Microsoft i Volume Licensing
I
Enterprise Agreement State and Local
Mol tor Use with Microsoft Business Agreement or Mlcinsoil Business ml Services Agreement This Microsoft Enterprise Agreement (''Agreement') is entered Into between the entities identified on the signature form'.

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

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

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

Terms and Conditions
I

1. Definitions. (
"Affiliate" means i
a. with regard to Customer,
i
(I) any government agency, department, office, instrumentality, division, unit or other entity of the slate 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, comnhonwealth, 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
(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 Ils Affiliates shall not, for purposes of this definition, be considered to be Affiliates of the federal government and its Affiliates; and 1
b. with regard to Microsoft, any legal entity that Microsoft owns, that owns Microsoft, or that is under common ownership with Microsoft.
"Customer' means the legal entity that has entered Into this Agreement with Microsoft. "Customer Data" means all data, including all text, sound, software, image, or video files that are provided to Microsoft by, or on behalf of. an Enrolled Affiliate and its Affiliates through use of Online Services. "day" means a calendar day, except for references that specify “business day". "Enrolled Affiliate" means an entity, either Customer or any one of Customer's Affiliates that has entered Into an Enrollment under this Agreement.

I-A201OA<|i (US)SI.Ci(£NG)(tIuv2(> IG) Pago i of 11
Document X2O-1<I2<XI
"Enrollment" means the document that an Enrolled Affiliate submits under this Agreement to place orders for Products.
"Enterprise" means an Enrolled Affiliate and the Affiliates for which It is responsible and chooses on its Enrollment to include in its enterprise.
“Fixes’ means Product fixes, modifications or enhancements, or their derivatives, that Microsoft either releases generally (such as Product service packs) or provides to Customer to address a specific issue. "License" means the right to download, install, access and use a Product. For certain Products, a License may be available on a fixed term or subscription basis ("Subscription License"). Licenses for Online Services will be considered Subscription Licenses.
‘Microsoft * means the Microsoft Affiliate that has entered Into this Agreement or an Enrollment and its Affiliates, as appropriate.
“Online Services" means the Microsoft-hosted services identified as Online Services in the Product Terms. "Online Services Terms’ means the additional terms that apply to Customer's use of Online Services published on the Volume Licensing Site and'updaled from time Io time. "Product" means all products Identified in the Product Terms, such as all Software, Online Services and other web-based services, including pre-release or beta versions. "Product Terms" means trie document that provides information about Microsoft Products and Professional Services available through volume licensing. The Product Terms document is published on the Volume Licensing Site and Is updated from time to time.
"SLA" means Service Level Agreement, which specifies the minimum service level (or 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 Software may be part of an Online Service. "Software Assurance" is an offering by Microsoft that provides new version rights and other benefits for Products as further described In the Product"Terms.
‘Trade Secret" means information that is ndt 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. I
"use" or “run" means to copy, install, use, access, display, run or otherwise interact. "Use Rights” means the use rights or terms of service for each Product published on 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 htip://www.m<crosoft.corn/licenslnq/contracls or a successor site.

2. How the Enterprise program works.
a. General. The Enterprise program consists of the lerms and conditions on which an Enrolled Affiliate may acquire Product Licenses. Under the Enterprise program. Customer and ils Affiliates may order Licenses (of Products by entering into Enrollments. b. Enrollments. The Enterprise program gives Customer and/or its Affiliates the ability to enter Into one or more Enrollments to.order Products. Subscription Enrollments may be available for some of these Enrollments. Notwithstanding any other provision of this Agreement, only Enrolled Affiliates identified in an Enrollment will lie responsible for complying with the terms of that Enrollment, including the terms of this Agreement incorporated by reference In that Enrollment. 1
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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 types, as well as additional License Types, are further described in the Product List.

3. Licenses for Products. '
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a. License Grant. Microsoft giants lire Enterprise a non exclusive, worldwide and limited right to download, install and use software Products, and to access and use the Online Services, each in the quantity ordered under an Enrollment. The rights granted are subject to the terms of this Agreement, the Use Rights and the Product Terms. Microsoft reserves all rights not expressly granted in this Agreement.
b. Duration of Licenses. Subscription Licenses and most Software Assurance rights are temporary and expire when the applicable Enrollment is terminated or expires^ unless the Enrolled Affiliate exercises a buy-out option, which is available for some Subscription Licenses.

Except as otherwise noted in the applicable Enrollment or Use Rights, all other Licenses become perpetual only when all payments for that License have been made and the initial Enrollment 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 term will apply to Enterprise's use of the version of each Product that is current at the time. For future versions and new Products, the Use Rights in effect when those versions and Products are first released will apply. Changes Microsoft makes to the Use Rights for a particular version will not apply unless the Enrolled 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. Renewal of Software Assurance does not change which Use Rights apply to those Licenses.
(II) Online Services. For Online Services, the Use Rights in effect on the subscription start date will apply for the subscription term as defined in the Product Terms. cl. Downgrade rights. Enrolled Affiliate may use an earlier version of a Product other than Online Services than the version that is current on the effective date of the Enrollment. For Licenses acquired in the current Enrollment term, the Use Rights for the current version apply to the use of the earlier version. If the eai'lier Product version Includes featuies that are not in the new version, then the Use Rights applicable to the earlier version apply with respect to those features.
e. New Version Rights under Software Assurance. Enrolled Affiliate must order and maintain continuous Software Assurance coverage for each License ordered. With Software Assurance coverage, Enterprise automatically has the right to use a new version of a licensed Product as soon as it is released, even if Enrolled Affiliate chooses not to use the new version immediately (I) Except as otherwise permitted under an Enrollment, use of the new version will be subject to the new version's Use Rights.
(II) II the License for the earlier version of the Product is perpetual at the time the new version is released, the License for the new version will also be perpetual. Perpetual Licenses obtained through Software Assurance replace any perpetual Licenses for the earlier version. *
f. License confirmation. This Agreement, the applicable Enrollment, Enrolled Affiliate's order confirmation, and any documentation evidencing transfers of perpetual Licenses, together with proof of payment, will be Enrolled Affiliate's evidence of all Licenses obtained under an Enrollment.
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g. Reorganizations, consolidations and privatizations. II the number of Licenses covered by ■an Enrollment changes by more than (en percent as a result of (1) a reorganization, consolidation or privatization of an entity or an operating division, (2) a privatization of an Affiliate or an operating division of Enrolled Affiliate or any of its Affiliates, or (3) a consolidation including a merger with a third party that has an existing agreement or Enrollment, Microsoft will work with Enrolled Affiliate in good faith to determine how to accommodate Its changed circumstances In the context of this Agreement.

4. Making copies ofProducts and re-imaging rights.
a. General. Enrolled Affiliate inaV make as many copies of Products, as it needs to distribute them within the Enterprise. Copies must be true and complete (including copyright and trademark notices) from master copies obtained from a Microsoft approved fulfillment source.

Enrolled Affiliate may use a third party to make these copies, but Enrolled Affiliate agrees If will be responsible forany third party's actions. Enrolled Affiliate agrees to make reasonable efforts to notify its employees, agents^ and any other individuals who use the Products that the Products are licensed from Microsoft and subject to the terms of this Agreement. b. Copies for training/evaluation and back-up. For all Products other than Online Services.

Enrolled Affiliate may: (1) use dip to 20 complimentary copies of any licensed Product in a dedicated training facility on its premises for purposes of training on that particular Product, (2) use up to 10 complimentary copies of any Products lor a 60-day evaluation period, and (3) use one complimentary copy of any licensed Product for back-up or archival purposes for each of its distinct geographic locations. Trials for Online Services may be available if specified in the Use Rights.
c. Right to re-image. In certain cases, re-imaging is permilted using the Product media. If the Microsoft Product Is licensed (1) from an original equipment manufacturer (OEM), (2) as a full packaged Product through a retail source, or (3) under another Microsoft program, then media provided under this Agreement'may generally be used to 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 reimaged. (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 (he 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) re-imaged must be identical to the Product type licensed from the separate source. (iv) Enrolled Affiliate must adhere to any Product-specific processes or requirements for reimaging Identified In the Product Terms.

Re-imaged Products remain subject to tire terms and use rights of the License acquired from the separate source. This subsection does not create or extend any Microsoft warranty or support obligation. 1
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5. Transferring and reassigning Licenses.
a. Uconso transfers. License transfers are not permitted, except that Customer or an Enrolled Affiliate may transfer only fully-p<iid perpetual Licenses to:
(I) an Affiliate, or
(II) a third party solely in connection with the transfer of hardware or employees to whom the Licenses have been assigned as part of (A) a privatization of an Affiliate or agency or of an EA20l6Agr(IJS)SL(3(ENG}(Nw20n)) l Page 4 of 11
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operating division of Enrolled Affiliate or an Affiliate. (13) a reorganization, or (C) a consolidation. t
Upon such transfer, Customer 'or Enrolled Affiliate must uninstall and discontinue using lhe licensed Product and render any copies unusable.
b. Notification of License Transfer. Enrolled Affiliate must notify Microsoft of a License transfer by completing a license' transfer form, which can be obtained from and sending the completed form to Microsoft
before the License transfer. No License transfer will be valid unless Enrolled Affiliate provides to the transferee, and the transferee accepts in writing, documents sufficient to enable the transferee to ascertain Ore scope, purpose and limitations of the rights granted by Microsoft under the licenses being transferred (includingthe applicable Use Rights, use and transfer restrictions, warranties and limitations of liability). Any License transfer not made in compliance with this section will be void. |
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c. Internal Assignment of Licenses and Software Assurance. Licenses and Software Assurance must be assigned to a single user or device within the Enterprise. Licenses and Software Assurance may be reassigned within the Enterprise as described in lhe Use Rights.

6. Term and termination.
a. Term. The term of thisAgreement will be 36 full calendar months from the effective dale unless terminated by either party as described below. Each Enrollment will have the term provided in that Enrollment. •
b. Termination without cause. Either party may terminate this Agreement, without cause, upon 60 days' written notice. In the event of termination, new Enrollments will not 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-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 Io make payments under the Agreement or Enrollment are not appropriated or allocated by the Enrolled Affiliate for such purpose.
d. Termination for cause. Without limiting any other remedies it may have, either party may terminate an Enrollment If the other party materially breaches its obligations under this Agreement, including any obligation to submit orders or pay Invoices. Except where the breach is by its nature not curable within 30 days, the terminating party must give the other party 30 days' notice of its Intent to terminate and an opportunity to cure the breach.

If Microsoft gives such notice to an Enrolled Affiliate, Microsoft also will give Customer a copy of that notice and Customer agrees to help resolve the breach. If lhe breach affects other Enrollments and cannot be resolved between Microsoft and Enrolled Affiliate, together with Customer's help, within a reasonable period of time, Microsoft may terminate this Agreement and all Enrollments under it. If an Enrolled Affiliate ceases to be Customer's Affiliate, it must promptly notify Microsoft, and Microsoft may terminate the former Affiliate's Enrollment if an Enrolled Affiliate terminates its Enrollment as a result of a breach by Microsoft, or if Microsoft terminates an Enrollment because Enrolled Affiliate ceases to be Customer's Affiliate, then Enrolled Affiliate will have the early termination rights described in the Enrollment. e. Early termination. If (I) an Enrolled Affiliate terminates its Enrollment as a result of a breach by Microsoft, or (2) if Microsoft terminates an Enrollment because the Enrolled Affiliate has ceased to be an Affiliate of Customer, or (3) Enrolled Affiliate terminates an Enrollment for nonapproprlation of funds, or (4) Microsoft terminates an Enrollment for non-payment due to nonappropriation of funds, then the Enrolled Affiliate will have the following options:
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(I) It may immediately pay the total remaining amount due. including all installment, in which case, the Enrolled Affiliate will have perpetual rights for all Licenses it has ordered; or >:Z«2t>lt>Af|i(US):'ll-G(ENCn(Nov20ie) ] Pmie 5 of 11
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(li) Il may pay only amounts due as of the termination date. In which case the Enrolled Affiliate will have perpetual Licenses for:
1) all copies of Products (Including the latest version of Products ordered under SA coverage in (he current term) for which payment has been made in full, and 2) the number of copies of Products it has ordered (including the latest version of Products ordered under Software Assurance coverage in current term) that is proportional to the total of installment payments paid versus total amounts due (paid and payable) if the early termination had not occurred. (Hi) In the case of early termination under subscription Enrollments, Enrolled Affiliate will have the following options: i
1) For eligible Products, Enrolled Affiliate may obtain perpetual Licenses as described in the section of Hie Enrollment titled “Buy-out option," provided that Microsoft receives (he buy-out order for those Licenses within 60 days alter Enrolled Affiliate provides notice of termination.
2) In the event of a breach by Microsoft, If Customer chooses not to exercise a buy-out option, Microsoft wilt issue Enrolled Affilaite a credit for any amount paid in advance for Subscription Licenses that the Enterprise will not be able to use to do the termination of the Enrollment.

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Nothing In this section shall affect peipetual License rights acquired either in a separate agreement or in a prior term of the terminated Enrollment. f. Effect of termination or expiration. When an Enrollment expires or is terminated, (i) Enrolled Affiliate must order. Licenses for all copies of Products it has run for which it has not previously submitted an order. Any and 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. (li) Enrolled Affiliate's right to Software Assurance benefits under this Agreement ends if it does not renew Software Assurance.
g. Modification or termination of an Online Service for regulatory reasons. Microsoft may modify or terminate an Online- Service where there is any current or future government requirement or obligation that: [(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 conflict with any sucli requirement or obligation.
h. Program updates. Microsoft may make changes to this program that will make it necessary for Customer and its Enrolled Affiliates to enter into new agreements and Enrollments at Hie time of an Enrollment renewal. *

7. Use, ownership, rights, and restrictions.
a. Products. Unless otherwise specified in a supplemental agreement, use of any Product is governed by the Use Rights specific to each Product and version and by the terms of the applicable supplemental agreement.
b. Fixes. Each Fix is licensed under the same terms as the Product to which it applies. If a Fix is not provided for a specific Product, any use rights Microsoft provides with the Fix will apply. c. Non-Microsoft software and technology. Enrolled Affiliate is solely responsible for any nonMicrosoft software or technology that it installs or uses with the Products or Fixes.

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d. Restrictions. Enrolled Affiliate must not (and is not licensed to) (I) 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 technical limitations in a Product or Fix or restrictions In Product documentation. Customer must not (and is not licensed to) () separate and run parts ol 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 (it) distribute, sublicense, rent, lease, lend any Products or Fixes, in whole or in part, or use them to otfer hosting services to a third parly,'
e. Reservation of rights. Products and Fixes are protected by copyright and other intellectual property rights laws and international treaties. Microsoft reserves all rights not expressly granted in this agreement. No rights will be granted or implied by waiver or estoppel. Rights Io access or use Software on a clevice do not give Customer any right to implement Microsoft patents or other Microsoft intellectual property In the device Itself or In any other software or devices.

8. Confidentiality.
"Confidential Informalion" is non-public information that is designated "confidential" or that a reasonable person should understand is confidential, including Customer Data. Confidential Information does not include information that (a) becomes publicly available without a breach of this agreement, (b) the receiving party received lawfully 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 lo third parties, except to its employees, Affiliates, contractors, advisors and consultants ("Representatives") and then only on a need-to-know basis under nondisclosure obligations at least as protective as this agreement. Each parly remains responsible for the use of the Confidential Information by its Representatives and, in the event of discovery of any unauthorized use or disclosure, must promptly notify the other party.

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

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

These obligations apply (i) for Customer Data until it is deleted from the Online Services, and (li) for all other Confidential Information, for a period of five years after a party receives the Confidential Information. i
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9. Privacy and compliance with laws.
a. Enrolled Affiliate consents to the processing of personal information by Microsoft and its agents to facilitate the subject matter 'of this Agreement, Enrolled Affiliate will obtain all required consents from third parties under applicable privacy and data protection law before providing personal information to Microsoft.
b. Personal information collected under this agreement (i) may be transferred, stored and processed in the United States dr any other country in which Microsoft or its service providers maintain facilities and (II) will be subject lo the privacy terms specified in the Use Rights.

Microsoft will abide by the requirements of European EconomicArea and Swiss data protection i
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law regarding the collection, use, transfer, retention, and other processing of personal data from the European Economic Area and Switzerland.
c. U.S. export. Products and Fixes are subject to U.S. export jurisdiction. Enrolled Affiliate must comply with all applicable international and national laws, including the U.S. Export Administration Regulations and'International Traffic in Aims Regulations, and end-user, end use and destination restrictions issued by U.S. and other governments related to Microsoft products, services and technologies.

10. Warranties.
a. Limited warranties and remedies.
(I) Software. Microsoft warrants that each version of the Software will perform substantially as described in the applicable Product documentation for one year from the date the Enterprise is first licensed'for that version. If it does not and the Enterprise notifies Microsoft within the warranty term, then Microsoft will, at its option (1) return the price Enrolled Affiliate paid for the Software license, or (2) repair or replace the Software. fII) Online Services. Microsoft warrants that each Online Service will perform in accordance with the applicable SLA during the Enterprise's use. The Enterprise's remedies for breach of this warranty are in the SLA.

The remedies above are the Enterprise's sole remedies for breach of the warranties In this section. Customer waives any breach of warranty claims not made during lhe warranty period. b. Exclusions. The warranties in this agreement do not apply to problems caused by accident, abuse, or use in a manner inconsistent with tills Agreement, 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 Enrolled Affiliate is permitted to redistribute. c. Disclaimer. Except for the 'limited warranties above, Microsoft provides no other warranties or conditions and disclaims any other express, Implied, or statutory warranties, including warranties of quality, title, non-lnfrlngement, merchantability, and fitness (or a particular purpose.

11. Defense ofthird party claims.

The parties will defend each other against the third-party claims described in this section and will pay the amount of any resulting adverse final judgment or approved settlement, but only if the defending patty Is promptly notified in writing of the claim and has the right to control the defense and any settlement of it. The party being defended must provide the defending parly with all requested assistance, information, and authority. The defending party will reimburse the oilier party for reasonable out-of-pocket expenses it incurs in providing assistance. This section describes the parties' sole remedies and entire liability for such claims. a. By Microsoft. Microsoft will defend EnrolledAffiliate against any third-party claim to the extent it alleges that a Product or Fix made available by Microsoft for a fee and used within the scope of the license granted (unmodified from the form provided by Microsoft and not combined with anything else) misappropriates a trade secret or directly Infringes a patent, copyright, trademark or other proprietary right of a third parly. If Microsoft is unable to resolve a claim of Infringement under commercially reasonable terms, it may, at its option, either ( I) modify or replace the Product or Fix with a functional equivalent; or (2) terminate Enrolled Affiliate's license and refund any prepaid license fees (less depreciation on a five-year, straight-line basis) for perpetual licenses add any amount paid for Online Services for any usage period after the termination dale. Microsoft will not be liable for any claims ordamages due to Enrolled Affiliate's continued use of a Product or Fix after being notified to stop due to a third-party claim. b. By Enrolled Affiliate. To the extent permitted by applicable law, Enrolled Affiliate will defend Microsoft against any third-paity claim to the extent it alleges that: (1) any Customer Data or EA20ll>Agi(US)SLG(EMG)(Nov2016) | Pago 8 0(11
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non-Microsofl 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 paity; or (2) Enrolled Affiliate s use of any Product or Fix, alone or in combination with anything else, violates the law or damages a Ihird party. i

12. Limitation ofliability.

For each Product, each party's maximum, aggregate liability to the oilier under this Agreement is limited to direct damages finally awarded in an amount not to exceed the amounts Enrolled Affiliate was required to pay for the applicable Products during ttie(leriri of this Agreement, subject to the following:
a. Online Services. Por Online Services, Microsoft's maximum liability to Enrolled Affiliate for any incident giving rise to a claim will not exceed the amount Enrolled Affiliate paid for the Online Service during the 12 months before the incident, b. Free Products and Distributable Code. For Products provided free of charge and code that Enrolled Affiliate is authorized to redistribute to third parties without separate payment to Microsoft, Microsoft's liability is limited to direct damages finally awarded upto USS5.000. c. Exclusions. In no event will either parly be liable for indirect, incidental, special, punitive, or consequential damages, or for loss of use, loss of business information, loss of revenue, or interruption of business, however caused or on any theory of liability. d. 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.
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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. to verify compliance with the Product's license terms. 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 Affiliate hosts, sublicenses, or distributes to third parties. Enrolled Affiliate agrees to complete Microsoft's self-audit process, which Microsoft may require as an alternative to a third party audit. b. Remedies for non-compliance. If verification or self-audit reveals any unlicensed use or distribution, then within 30 days', (1) Enrolled Affiliate must order sufficient Licenses to cover that use or distribution, and (2) if unlicensed use or distribution is 5% or more. Enrolled Affiliate must reimburse Microsoft for tile 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 lights and procedures described above, Microsoft does not waive its rights to enforce this Agreement or to protect its intellectual property by any other means permitted by law. c. Verification process. Microsoft will notify Enrolled Affiliate at least 30 days in advance of its intent to verify Enrolled Affiliate's compliance with the license terms for the Products Enrolled Affiliate and its Affiliates use or distribute. Microsoft will engage an independent auditor, which will be subject to 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 Affiliate's operations.
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14. Miscellaneous.
a. Use of contractors. Microsoft may use contractors to perform services, but will be responsible for their performance subject to the terms of this Agreement. b. Microsoft as independent contractor. The parties are independent contractors. Enrolled Affiliate and Microsoft each may develop products independently without using the other's Confidential Information.
c. Notices. Notices to Microsoft must be sent to the address on (he signature form. Notices must be in writing and will be treated as delivered on the date shown on the return receipt or on the courier or fax confirmation of delivery. Microsoft may provide information to Enrolled Affiliate about upcoming ordering deadlines, services, and subscription information in electronic form, including by email to contacts provided by Enrolled Affiliate. Emails will be treated as delivered on the transmission date.
cl. Agreement not exclusive. Customer is free to enter into agreements to license, use or promote non-Microsoft products^
e. Amendments. Any amendment to this Agreement must be executed by botli parlies, except that Microsoft may change the Product Terms and the Use Rights from lime to time In accordance with the terms of tills Agreement. Any conflicting terms and conditions contained in an Enrolled Affiliate's purchase order will not apply. Microsoft may require Customerto sign a new agreement or an amendment before an Enrolled Affiliate enters into an Enrollment under this agreement. i
f. Assignment. Either parly may assign this Agreement to an Affiliate, but must notify the other party in writing of the assignment. Any other proposed assignment must be approved by the non-assigning party in writing. Assignment will not relieve the assigning party of its obligations under the assigned agreement Any attempted assignment without required approval will be void. i
g. Applicable law; dispute resolution. The terms of this Agreement will be governed by the laws of Customer’s state, without giving effect to its conflict of laws. Disputes relating to this Agreement will be subject to applicable dispute resolution laws of Customer's state. h. Severability. If any provision in'thls agreement is held Io be unenforceable, (lie balance of the agreement will remain in full force and effect.
i. Waiver. Failure to enforce any provision of this agreement will not constitute a waiver. Any waiver must be in writing and signed by the waiving party. 1 j. No third-party beneficiaries. ‘This Agreement does not create any third-party beneficiary rights. 1
k. Survival. All provisions survive termination or expiration of this Agreement except those requiring performance only during the term of the Agreement, l. Management and Reporting. Customer and/or Enrolled Affiliate may manage account details (e.g., contacts, orders, Licenses, software downloads) on Microsoft's Volume Licensing Service Center ("VLSC'') web site (or successor site) at:
https.//www microsofl com/llcensinq/servicecenter. Upon the effective date of this Agreement and any Enrollments, the contact(s) identified for this purpose will be provided access to this site and may authorize additional users and contacts.
m. Order of precedence. In the case of a conflict between any documents in this Agreement that Is not expressly resolved In those documents, their terms will control in the following order from highest to lowest priority: (1) this Enterprise Agreement. (2) any Enrollment, (3) the Product Terms, (4) the Online Services Terms, (5) orders submitted under this Agreement, and (6) any other documents in this Agreement. Terms In an amendment control over the amended document and any prior amendments concerning the same subject matter.

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ii. Free Products. It is Microsoft's intent that the terms of this Agreement and the Use Rights be in compliance with all applicable federal law and regulations. Any free Product provided to Enrolled Affiliate is for the sole use and benefit of the Enrolled Affiliate, and is not provided for use by or personal benefit of any specific government employee.

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o. Voluntary Product Accessibility Templates. Microsoft supports the government's obligation to provide accessible technologies to its citizens with disabilities as required by Section 508 of the Rehabilitation Act of 1973, and its slate lav; counterparts. 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 Microsoft’s commitment to accessibility can be found at hllp.//www.rriicrosofl.corr>/eiiable. p. Natural disaster. In the event of a "natural disaster," Microsoft may provide additional assistance or rights by posting them on httpV/www.microsoft.com at such time. t|. Copyright violation. Except as set forth in the section above entitled "Transferring and reassigning Licenses", the Enrolled Affiliate agrees to pay for, and comply with the terms of tills Agreement and (he Use Rights, for the Products ft uses. Except to the extent Enrolled Affiliate Is licensed under this Agreement, it will be responsible for its breach of this contract and violation of Microsoft's copyright in the Products, including payment of License fees specified In this Agreement for unlicensed use.

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Supplemental Contact Information Form
This form can be used In combination with MBSA, Agreement, and Enrollment/Registration.

However, a separate form must be submitted for each enrollment/registration. when more than one is submitted on a signature form. For the purposes of this form, ‘entity" can mean the signing entity, Customer, Enrolled Affiliate, Government Partner, Institution, or oilier party entering into a volume licensing program agreement. Primary arid Notices contacts in this form will not apply Io enrollments or registrations.

This form applies to: MBSA
|Xj Agreement
r-i 1 Enrollment/Affiliate Registration Form
Insert primary entity name if more than one Enrollment/Registration Form Is submitted
i
Contact information.

Each party will notify the other in writing if any of the information in the following contact information page(s) changes. The asterisks (*) indicate required fields; If the entity chooses to designate other contact types, the same required fields must be completed for each section. By providing contact information, entity consents to Its use for purposes of administering the Enrollment by Microsoft and other parties that help Microsoft administer this Enrollment. The persona) information provided In connection with this agreement will be used and protected according to lhe privacy statement available at httos://llcensinci microsolt.com.

1. Additional notices contact.

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

Name of entity * County of Riverside I
Contact name *: First Regina Last Funderburk
Contact email address * [email protected]
Street address * 3450 14th Street, 4th Floor
City * Riverside State/Provlnce * California 'Postal code * 92501-3861 Country * USA
Phone * 951-955-2265 Fax [
This contact is a third party (not the entity). Warning: Tills contact receives personally identifiable information of the entity. '
i
2, Software Assurance manager.

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

Name of entity * County of Riverside
Contact name *: First Regina Last Funderburk
Contact email address * [email protected]
Street address * 3450 14th Street, 4th Floor
City * Riverside State/Provlnce * California j Postal code * 92501-3861 I
I
SupCoHtncll:iloFoim(NA,l.'IDKI?NC)(Qr.t20l.l> Page 1 of 3 Country * USA
Phone * 951-955-2265 Fax
□ This contact Is a third parly (not the entity). Warning: This contact receives personally identifiable information of the entity.

3. Subscriptions manager.

This contact will assign MSDN, Expression, and TechNet Plus subscription licenses to the individual subscribers under this Enrollment or Registration. Assignment of the subscription licenses is necessary for access to any of the online benefits, such as subscription downloads. This contact will also manage any complimentary or additional media purchases related to these subscriptions.

Name of entity * County of Riverside
Contact name *: First Regina Last Funderburk
Contact email address * [email protected]
Street address * 3450 14th Street, 4th Floor
City * Riverside State/Province * California Postal code' 92501-3861 Country * USA
Phone * 951-955-2265 Fax
□ This contact is a third party (not the entity). Warning: This contact receives personally identifiable information of (lie entity.

4. Online services manager.
•This contact will be provided online permissions to manage the online services ordered under tire Enrollment or Registration.

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

5. Customer Support Manager(CSM).

This person is designated as the Customer Support Manager (CSM) for support-related activities.

Name of entity * County of Riverside
Contact name1: First Luis Last Flores
Contact email address * [email protected]
Street address * 3450 14th Street, 4th Floor
City * Riverside State/Province * Californio Postal code * 92501-3861 Country * USA
Phone * 951-955-8114 Fax

6. Primary contact information.

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

Name of entity * County of Riverside
SiipCoritaclInfoFixintNA.INDXFNGJfOcIZOKI) Page 2 of J
Contact name': First Jim Last Smith
Contact email address' [email protected]
Street address * 345014th Street, <1lh Floor
City * Riverside State/Province * CA Postal code * 92501 -3861 Country * US
Phone * 951 -231 -5909 Fax

7. Notices contact and online administrator information.

This individual receives online administrator permissions and may grant online access to others. This contact also receives all notices.
(Z) Same as primary contact
Name of entity *
Contact name *; First Last
Contact email address *
Street address'
City * State/Province * Postal code *
Country’
Phone * Fax
□ This contact is a third party (not the entity). Warning: This contact receives personally identifiable information of the entity.
;upCoiilHullii((iP<Kiii(NA.IND)lt.MG)(Ocl2() 13) Page 3 of 3 Ba Microsoft Volume Licensing
Program Signature Form
MBA/MBSA number
Agreement number
Proposal ID
Note: Enter the applicable active numbers associated with the documents below. Microsoft requires the associated active number be indicated here, or listed below as new.

For the purposes of this form, “Customer" can mean the signing entity, Enrolled Affiliate, Government Partner, Institution, or other party entering into a volume licensing program agreement.

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

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.

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 cChoose 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
DATE
* indicates required field
Customer
Name of Entity(niust
Signature * V _ y '■ )
legal entity name) * County of Riverside
nA \
Printed First and Last N
Printed Title * Procureme
Signature Date * 07/17/2C
ante * Ines Mark
nt Contract Specialist
113
FOR^HP^O'lfO c|)TftvfY CO
by MAV
MFAl. R. KIPNIS
Tax ID 95-6000930
ProgramSignForm(MSSign)(NA,LatAm)ExBRA,MLI(ENG)(Oct2012) Page 1 of 3 Microsoft Affiliate
Microsoft Licensing, GP
Signature ____
Printed First and Last Name
Printed Title
Signature Date
(date Microsoft Affiliate countersigns)
Effective Date
(may be different than Microsoft's signature date)
Optional 2nd Customer signature or Outsourcer signature (if applicable) Customer
Name of Entity (must be legal entity name) *
Signature *
Printed First and Last Name *
Printed Title *
Signature Date *
* indicates required field
Outsourcer
Name of Entity (must be legal entity name) *
Signature *
Printed First and Last Name *
Printed Title *
Signature Date *
* indicates required field
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
ProgramSlgnForm(MSSign)(NA.LatAm)ExBRA,MLI(ENG)(Oct2012) Page 2 of 3 Prepared By: Name of Preparer
Email of Preparer
ProgramSignForm(MSSign)(NA,LatArn)ExBRA,MLI(ENG)(Oct2012) Page 3 of 3 ; 1 Microsoft Volume Licensing
Select Plus License Program Agreement State and Local
Contents

1. Definitions............................... 1

2. How the Select Plus License program works................................................................................... 3

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

4. License grant— what RegisteredAffiliates are licensed to run.................................................... 3

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

6. How to orderProduct Licenses.................................................. 5

7. Making copies ofProducts and re-imaging rights...........................................................................6

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

9. Term and termination............................................................................................................................7

10. How to renew an Order................................. ........... 8

11. Restrictions on use...............................................................................................................................9

12. Confidentiality.......................................................................................................................................9

13. Warranties............................................................................................................................................ 10

14. Defense ofinfringement, misappropriation, and third party claims........................................... 11

15. Limitation ofliability................................................................... 12

16. Verifying compliance.......................................................................................................................... 13

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

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

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

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

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

Terms and Conditions

1. Definitions.

In this agreement the following definitions apply:
“Affiliate" means
a. with regard to Customer
(i) any government agency, department, office, instrumentality, division, unit or other entity of the state or local government that is supervised by or is part of Customer, or which supervises Customer or of which Customer is a part, or which is under common supervision with Customer:
(ii) any county, borough, commonwealth, city, municipality, town, township, special purpose district, or other similar type of governmental instrumentality established by the laws of Customer's state and located within Customer's state jurisdiction and geographic boundaries; and
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(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/licensinq/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/licensinq/contracts or at a successor site.
"Qualifying Contract,” means (1) an Enterprise Enrollment under a Microsoft Enterprise Agreement; (2) any Enterprise Subscription Enrollment entered into under a Microsoft Enterprise Subscription Agreement, or a Select Agreement.
“Registered Affiliate" means an entity, either Customer or any one of Customer’s Affiliates, identified on an affiliate registration form that has been accepted by Microsoft and has submitted an Order under this agreement;
“Reseller” means a large account reseller authorized by Microsoft to resell Licenses in a Registered Affiliate's region under this program;
“Service Level Agreement" means the document specifying the standards Microsoft agrees to adhere to and by which it measures the level of service for an Online Service.

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Document X20-04874
“Software Assurance" means an annuity offering that provides new version rights and other benefits for Products as described in the Product List;
“Trade Secret” means information that is not generally known or readily ascertainable to the public, has economic value as a result, and has been subject to reasonable steps under the circumstances to maintain its secrecy.
“use” or “run” means to copy, install, use, access, display, run or otherwise interact.

2. How the Select Plus License program works.

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

Customer and Customer's Affiliates can participate in this program if Customer or Customer's Affiliate (1) submits an Order meeting the Initial minimum order quantity, (2) maintains at least one active Qualifying Contract, or (3) has purchased the minimum order quantity during the 12 months preceding the effective date of this agreement. Notwithstanding any other provision of this agreement, only Registered Affiliates identified in a Registration Form will be responsible for complying with the terms of that registration, including the terms of this agreement incorporated by reference in that registration. a. How Registered Affiliates acquire Licenses. A Registered Affiliate will acquire its Licenses through its chosen Reseller. Orders will be made out to and submitted to the Registered Affiliate’s Reseller. Microsoft will invoice that Reseller according to the terms in the applicable registration. The Reseller and the Registered Affiliate will determine the Registered Affiliate's actual price and payment terms.
b. Choosing and maintaining a Reseller. Each Registered Affiliate must choose and maintain a Reseller authorized in the Registered Affiliate's region. c. Online Services. Online Services are provided as subscription services and are subject to the unique terms set forth in the Product Use Rights and the Product List.

3. How to establish price 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 the latest versions available as of the date of expiration, renewal, or termination (or any prior version) for the number of copies ordered or renewed. (iii) Subscription Licenses. Subscription Licenses are not perpetual under any circumstances.
d. Perpetual Licenses through Software Assurance. Any perpetual Licenses received through Software Assurance supersede and replace the underlying perpetual Licenses for which that Software Assurance coverage was ordered. All perpetual Licenses acquired under this agreement remain subject to the terms of this agreement and the applicable Product Use Rights.
e. Non-Perpetual Licenses. Some Products may be licensed on a fixed term or subscription basis. The right to Use Products licensed on a subscription basis terminates upon expiration of the subscription agreement if it is not renewed.
f. License confirmation. This agreement, the applicable Order, the Registered Affiliate's Order confirmation, and any documentation evidencing transfers of Licenses, together with proof of payment, will be the Registered Affiliate’s evidence of all Licenses obtained under its Order as described in this agreement.
g. Prior version rights. A Registered Affiliate may run prior versions of any Product it Licenses under this agreement. A Registered Affiliate may run different language versions of any Product it Licenses under this agreement, provided that the License, L&SA, or Software Assurance for that different language version is available at the same, or lower price, than the price paid for the language version ordered of the same Product and License type.

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/licensinq/contracts.
(i) Product Use Rights for current and future versions of Products. The Product Use Rights in effect on the effective date of the agreement will apply to all Registered Affiliates’ use of then-current versions of each Product, regardless of the date of the Order. For future versions, the Product Use Rights in effect when those future versions are first released will apply. In both cases, subsequent changes made by Microsoft to the Product Use Rights for a particular version will not apply to Registered Affiliates’ use of that version.
(ii) Product Use Rights for earlier versions (downgrade). If a Registered Affiliate runs an earlier version of a Product than the version that was current on the agreement effective SelectPlus2012AgrGov(US)SLG(ENG)(Gct2012) Page 4 of 16
Document X20-04874
date, the Product Use Rights for the version licensed, not the version being run, will apply. However, if the earlier version includes components that are not part of the licensed version, any Product Use Rights specific to those components will apply to the Registered Affiliate’s use of those components.
b. Reservation of rights. All rights not expressly granted are reserved by Microsoft. In lieu of Customer’s obligation to indemnify Microsoft under various provisions of the Product Use Rights, Customer will be responsible for any cost or damages arising from any claim to which Customer’s indemnity obligation would otherwise apply.

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

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

Microsoft may change the Products and subscription services available under this program. b. When is the Registered Affiliate eligible to order just Software Assurance? A Registered Affiliate may order Software Assurance for copies of a Product, without the need to simultaneously order a new License for those copies, in each of the following circumstances:
(I) Registered Affiliate may order Software Assurance for copies of Products for which the Registered Affiliate has previously obtained perpetual Licenses through Upgrade Advantage, Software Assurance, or any similar upgrade protection, so long as the Order for Software Assurance under this Agreement becomes effective no later than one day following the expiration of that upgrade protection, and (2) Registered Affiliate submits an order for another term of Software Assurance for those Licenses prior to or at the expiration of the previous term.
(ii) During the term of the Agreement (including any renewal term), a Registered Affiliate may be eligible to order Software Assurance for copies of certain Products licensed through retail sources or from an original equipment manufacturer (“OEM”), provided that the Registered Affiliate places its Order within the required time frame. The Product List at identifies those Products that may be
enrolled in Software Assurance and the applicable time frame for placing an Order. http://www.microsoft.com/licensinq/contracts
(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 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.
https://www.microsoft.com/licensinq/servicecenter/
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 ofProducts and re-imaging rights.
a. General. The Registered Affiliate may make as many copies of the Products as it needs to distribute them within its organization. Copies must be true and complete (including copyright and trademark notices), from master copies obtained from a Microsoft approved fulfillment source. The Registered Affiliate may use a third party to make these copies, but the Registered Affiliate agrees that it will be responsible for that third party's actions. The Registered Affiliate agrees to use reasonable efforts to make its employees, agents and any other individuals that it allows to use the Products aware that the Products are licensed from Microsoft and can only be transferred subject to the terms of this agreement. b. Copies for training, evaluation, and back-up. The Registered Affiliate may (1) use up to 20 complimentary copies of any Product in a dedicated training facility on its premises, (2) use up to 10 complimentary copies of any Product for a 60-day evaluation period, and (3) use one complimentary copy of any licensed Product for back-up or archival purposes for each of its distinct geographic locations.
c. Right to “re-image.” In certain cases, re-imaging is permitted using the volume licensing program Product media. If the Microsoft Product(s) is licensed (1) from an original equipment manufacturer (OEM), (2) as full packaged Product through a retail source, or (3) under another Microsoft program, then media provided under this agreement may be generally used to create images for use in place of copies provided through that separate source. This right is conditional upon the following:
(i) Separate Licenses must be owned from the source for each Product that is re-imaged. (ii) The Product, language, version and components of the copies made must be identical to the Product, language, version and all components of the copies they replace and the number of copies or instances of the re-imaged Product permitted remains the same. (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.

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

Transferring Licenses to third parties. You may transfer fully-paid perpetual Licenses:
(i) if you are an agency of a state or local government to: (a) any other government agency, department, instrumentality, division, unit or other office of your state or local government that is supervised by or is part of you, or which supervises you or of which you are a part, or which is under common supervision with you; (ii) any county, borough, commonwealth, city, municipality, town, township, special purpose district, or other similar type of governmental instrumentality established by the laws of your state and located within SeledPlus2012AgrGov(US)SLG(ENG)(Oct2012) Page 6 of 16
Document X20-04874
your state's jurisdiction and geographic boundaries; and (iii) any other entity expressly authorized by the laws of your state to purchase under state contracts, or (b) an unaffiliated third party in connection with a privatization of an affiliate of agency as set forth in (a) above or of an operating division of the Enrolled Affiliate or one if its affiliates as set forth in (a) above, a reorganization, or a consolidation.

Customer must notify Microsoft of a transfer of license by completing a transfer notice form, which can be obtained from http://www.microsoft.com/licensinq/contracts and send the completed form to Microsoft before the license transfer. No License transfer will be valid unless Customer provides to the transferee, and the transferee accepts in writing, the applicable Product Use Rights, use restrictions, limitations of liability (including exclusions and warranty provisions), and the transfer restrictions described in this section. Any license transfer not made in compliance with this section will be void. b. Internal Reassignment of Licenses and Software Assurance. (i) For Products other than the desktop operating system upgrade. For Products other than the desktop operating system upgrade, Registered Affiliate may internally reassign Licenses to an Affiliate. However, Registered Affiliate may not reassign Licenses on a short-term basis (90 days or less), or reassign Software Assurance or other upgrade coverage separately from the underlying License, except as provided otherwise in this agreement.
(ii) For desktop operating systems. The Registered Affiliate may not reassign desktop operating system upgrade Licenses from one computer to another. The Registered Affiliate may internally reassign Software Assurance coverage on desktop operating systems upgrades from the original computer to a replacement computer internally, as long as (1) the replacement computer is licensed to run the latest version of that operating system, and (2) the Registered Affiliate removes any desktop operating system upgrades from the original computer.

9. Term and termination.
a. Term. This agreement will remain in effect unless it is terminated by either party as described below.
b. Termination without cause. Either party may terminate this agreement without cause upon 60 days written notice. Such termination will merely terminate either party’s and its Registered Affiliates' ability to place Orders under this agreement. Such termination will not affect any Orders not otherwise terminated, and any terms of this agreement applicable to any Orders not otherwise terminated will continue in effect with respect to that Order. c. Mid-term termination for non-appropriation of Funds. Enrolled Affiliate may terminate this agreement or an Enrollment without liability, penalty or further obligation to make payments if funds to make payments under the agreement or Enrollment are not appropriated or allocated by the Enrolled Affiliate for such purpose. d. Termination for breach. Either party to an Order may terminate it if the other party materially breaches its obligations under this agreement, including any obligation to pay amounts owed. Except where the breach is by its nature not curable within 30 days, the terminating party must give the other party 30 days’ notice and opportunity to cure. If Microsoft gives such notice to a Registered Affiliate, Microsoft will give Customer a copy of that notice as well and Customer agrees to assist in attempting to resolve the problem. If the problem also affects other Affiliate registrations and cannot be resolved between Customer and Microsoft within a reasonable period of time, Microsoft may also terminate this agreement and all other Affiliate registrations under it, unless the basis for termination of the registration is non-appropriation of funds to the registered affiliate, in which event Microsoft may only terminate the affected registration(s). If a Registered Affiliate ceases to be an SelectPlus2012AgrGov(US)SLG(ENG)(Oct2012) Page 7 of 16
Document X20-04874
Affiliate of Customer, Customer must promptly notify Microsoft of this fact, and Microsoft may terminate the divested Registered Affiliate's registration. e. Affiliate termination. If (1) a Registered Affiliate terminates its registration as a result of a breach by Microsoft, or (2) if Microsoft terminates Registered Affiliate's registration because it has ceased to be an Affiliate of Customer, or (3) Registered Affiliate terminates a registration for non-appropriation of funds, or (4) Microsoft terminates a registration for non-payment due to non-appropriation of funds,, then the Registered Affiliate will have the following options with regard to any Orders it has under the agreement:
(i) For Licenses available on a perpetual basis, it may immediately pay the total remaining amount due, including all installments, in which case the Registered Affiliate will have perpetual Licenses for all copies of the Products it has ordered, or (ii) It may pay only amounts due as of the termination date, in which case the Registered Affiliate will have perpetual Licenses for:”
1) all copies of all Products for which payment has been made in full (including the latest version of Products under Software Assurance coverage), and 2) the number of copies of Products it has ordered (including the latest version of Products under Software Assurance) for which payment has been made in installments that is proportional to the total of payments made versus total amounts due if the early termination had not occurred.

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

10. How to renew an Order.

Microsoft will provide prior notice of expiration of any Software Assurance ordered under the agreement advising Customer of its Software Assurance renewal options. Microsoft may make a change to this program that will make it necessary for Customer to enter into a new agreement to renew Software Assurance.

To maintain Software Assurance coverage for any copies previously ordered under this agreement, Registered Affiliate must submit an Order for another term of Software Assurance for those Licenses prior to or on the expiration of the previous term.

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

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

SelectPlus2012AgrGov(US)SLG(ENG)(Gct2012) Page 8 of 16
Document X20-04874

11. Restrictions on use.

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

12. Confidentiality.

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

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

For the avoidance doubt, the parties acknowledge that this Confidentiality provision recognizes that when there is a business need to do so, Microsoft and Customer may need to share/exchange their respective Confidential Information with each other to develop a more meaningful business relationship. This section provides Microsoft and Customer with a well-balanced, commercially reasonable and comprehensive set of confidentiality terms that enable both parties to share/exchange a wide range of Confidential Information with each other knowing with confidence that significant confidentiality protections are in place. The confidentiality terms denoted below do not govern Microsoft’s handling of Customer Data. In all instances under this Agreement, Microsoft’s handling of Customer Data shall be governed as described under various other provisions of this Agreement and by Microsoft's data security policy. a. What is included. “Confidential Information” is non-public information, know-how and Trade Secrets in any form that are designated as “confidential” or a reasonable person knows or reasonably should understand to be confidential. It includes non-public information regarding either party’s products or customers, marketing and promotions, or the negotiated terms of Microsoft agreements.
b. What is not included. The following types of information, however marked, are not Confidential Information. Information that:
(i) is, or becomes, publicly available without a breach of this agreement; (ii) was lawfully known to the receiver of the information without an obligation to keep it confidential;
(iii) is received from another source who can disclose it lawfully and without an obligation to keep it confidential;
(iv) is independently developed; or
(v) is a comment or suggestion one party volunteers about the other's business, products or services.
c. Treatment of Confidential Information.
(i) In general. Subject to the other terms of this agreement, each party agrees:
1) it will not disclose the other's Confidential Information to third parties; and 2) it will use and disclose the other’s Confidential Information only for purposes of the parties’ business relationship with each other.

SelectPlus2012AgrGov(US)SLG(ENG)(Oct2012) Page 9 of 16
Document X20-04874
(ii) Security precautions. Subject to the other terms of this agreement, each party agrees:
1) to take reasonable steps to protect the other's Confidential Information -these steps must be at least as protective as those the party takes to protect its own Confidential Information;
2) to notify the other promptly upon discovery of any unauthorized use or disclosure of Confidential Information; and
3) to cooperate with the other to help regain control of the Confidential Information and prevent further unauthorized use or disclosure of it.
(iii) Sharing Confidential Information with Affiliates and representatives. 1) A “Representative” is an employee, contractor, advisor, or consultant of one of the parties or of one of the parties' Affiliates.
2) Each party may disclose the other's confidential information to its Representatives (who may then disclose that Confidential Information to other of that party’s Representatives) only if those Representatives have a need to know about it for purposes of the parties' business relationship with each other. Before doing so, each party must:

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

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

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

WARRANTIES, OR CONDITIONS, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE, OR NONINFRINGEMENT. THESE DISCLAIMERS WILL APPLY UNLESS APPLICABLE LAW DOES NOT PERMIT THEM.

14. Defense ofinfringement, misappropriation, and third party claims. a. Microsoft’s agreement to protect. Microsoft will defend Enrolled Affiliate against any claims made by an unaffiliated third party that any Product or Fix that is made available by Microsoft for a fee infringes that party's patent, copyright, or trademark or makes unlawful use of its Trade Secret. Microsoft will also pay the amount of any resulting adverse final judgment (or settlement to which Microsoft consents). This section provides Enrolled Affiliate's exclusive remedy for these claims.
b. Limitations on defense obligation. Microsoft’s obligations will not apply to the extent that the claim or award is based on:
(i) Customer Data, non-Microsoft software, modifications Enrolled Affiliate makes to, or any specifications or materials Enrolled Affiliate provides or makes available for, a Product or Fix.;
(ii) Enrolled Affiliate's combination of the Product or Fix with a non-Microsoft product, data or business process; or damages based on the use of a non-Microsoft product, data or business process;;
(iii) Enrolled Affiliate's use of either Microsoft Trademarks or the use or redistribution of a Product or Fix in violation of this agreement or any agreement incorporating its terms or; SelectPlus2012AgrGov(US)SLG(ENG)(Gct2012) Page 11 of 16 Document X20-04874
(iv) Enrolled Affiliate's use of a Product or Fix after Microsoft identifies Enrolled Affiliate to discontinue that use due to a third party claim.

To the extent permitted by applicable law, Enrolled Affiliate will be responsible Microsoft for any costs or damages that result from any of the above actions. c. Enrolled Affiliate’s agreement to protect. To the extent permitted by applicable law, Enrolled Affiliate will defend Microsoft and its Affiliates against any claims made by an unaffiliated third party that:
(I) any Customer Data or non-Microsoft software Microsoft hosts on Customer’s behalf infringes the third party's patent, copyright, or trademark or makes unlawful use of its Trade Secret;or
(ii) Arises from violation of the Acceptable use Policy, which is described in the Product Use Rights.

Customer will be responsible for the amount of any resulting adverse final judgment (or settlement to which it consents). This Section provides Microsoft's exclusive remedy for these claims.
d. Rights and remedies in case of possible infringement or misappropriation. (i) Microsoft’s offerings. If Microsoft reasonably believes that a Product or Fix may infringe or misappropriate a third-party’s intellectual property rights, Microsoft will seek to: (1) procure for Enrolled Affiliate the right to continue to use the Product or Fix; or (2) modify or replace it with a functional equivalent to make it non-infringing and notify Enrolled Affiliate to discontinue use of the prior version, which Enrolled Affiliate must do immediately. If the foregoing options are not commercially reasonable for Microsoft, or if required by a valid judicial or government order, Microsoft may terminate Enrolled Affiliate’s license or access rights in the Product or Fix. In such a case, Microsoft will provide Enrolled Affiliate with notice and refund any amounts Enrolled Affiliate has paid for those rights to the Product or Fix (or for Online Services, any amount Enrolled Affiliate has paid in advance for unused Online Services).
(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 ofliability.
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)(Oct2012) Page 12 of 16 Document X20-04874
$5,000. These limitations apply regardless of whether the liability is based on breach of contract, tort (including negligence), strict liability, breach of warranties, or any other legal theory. However, these monetary limitations will not apply to:
(i) Microsoft’s and Customer’s obligations under the section titled “Defense of infringement, misappropriation, and third party claims";
(ii) liability for damages caused by either party's gross negligence or willful misconduct, or that of its employees or its agents, and awarded by a court of final adjudication (provided that, in jurisdictions that do not recognize a legal distinction between “gross negligence" and “negligence,” “gross negligence" as used in this subsection shall mean “recklessness”);
(iii) liabilities arising out of any breach by either party of its obligations under the section entitled “Confidentiality”, except that Microsoft's liability arising out of or in relation to Customer Data shall in all cases be limited to the amount Customer paid for the Online Service giving rise to that liability during the prior 12 months; (iv) liability for personal injury or death caused by either party's negligence, or that of its employees or agents, or for fraudulent misrepresentation; and (v) violation by either party of the other party's intellectual property rights. b. EXCLUSION OF CERTAIN DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE

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

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

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

PROFITS, REVENUES, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS

INFORMATION ARISING IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED

OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. HOWEVER, THIS EXCLUSION DOES NOT APPLY TO EITHER PARTY’S LIABILITY TO THE OTHER FOR VIOLATION OF ITS

CONFIDENTIALITY OBLIGATIONS (EXCEPT TO THE EXTENT THAT SUCH VIOLATION RELATES TO CUSTOMER DATA), THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, OR THE PARTIES’ RESPECTIVE OBLIGATIONS IN THE SECTION TITLED “DEFENSE OF INFRINGEMENT, MISAPPROPRIATION, AND THIRD PARTY CLAIMS.” c. Affiliates and Contractors. Neither Microsoft nor Customer shall bring any action against the other’s Affiliates or Contractors in respect of any matter disclaimed on their behalf in this agreement. Each party will indemnify the other in the event of any breach of this provision.

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

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

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

Copies should be sent to:

Microsoft Corporation
Legal and Corporate Affairs
Volume Licensing Group
One Microsoft Way
Redmond, WA 98052
USA
Via Facsimile:(425) 936-7329
b. Assignment. Either party may assign this agreement to an Affiliate only. Assignment will not relieve the assigning party of its obligations under the assigned agreement. If either party assigns this agreement, it must notify the other party of the assignment in writing. 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. l. Amending the agreement. This agreement (except the Product List and the Product Use Rights) can be changed only by an amendment signed by both parties. m. Resellers and other third parties cannot bind Microsoft. Resellers and other third parties do not have authority to bind or impose any obligation or liability on Microsoft. n. Privacy and Security. Microsoft and Enrolled Affiliate will each comply with all applicable privacy and data protection laws and regulations (including applicable security breach notification law). However, Microsoft is not responsible for compliance with any laws applicable to Enrolled Affiliate or Enrolled Affiliate's industry that are not also generally applicable to information technology services providers. Enrolled Affiliate consents to the processing of personal information by Microsoft and its agents to facilitate the subject matter of this agreement. Enrolled Affiliate may choose to provide personal information to Microsoft on behalf of third parties (including Enrolled Affiliate's contacts, resellers, distributors, administrators, and employees) as part of this agreement. Enrolled Affiliate will obtain all required consents from third parties under applicable privacy and data protection law before providing personal information to Microsoft.

The personal information Enrolled Affiliate provides in connection with this agreement will be processed according to the privacy statement available at https://www.microsoft.com/licensinq/servicecenter (see footer), except that Product-specific privacy statements are in the Product use rights. Personal data collected through Products or Services may be transferred, stored and processed in the United States or any other country in which Microsoft or its service providers maintain facilities. By using the Products or Services, Customer consents to the foregoing. Microsoft abides by the EU Safe Harbor and the Swiss Safe Harbor frameworks as set forth by the U.S. Department of Commerce SelectPlus2012AgrGov(US)SLG(ENG)(Oct2012) Page 15 of 16 Document X20-04874
regarding the collection, use, and retention of data from the European Union, the European Economic Area, and Switzerland.

For Online Services, additional privacy and security details are in the Product use rights. o. Natural disasters. In the event of a “natural disaster”, Microsoft may provide additional assistance or rights by posting on http://www.microsoft.com at such time. p. Copyright violation. Except as set forth in section above entitled "Transferring and reassigning Licenses”, the Registered Affiliate agrees to pay for, and comply with the terms of this agreement and the Product Use Rights, for the Products it uses. Except to the extent Registered Affiliate is licensed under this agreement, it will be responsible for its breach of this contract and violation of Microsoft's copyright in the Products, including payment of License fees specified in this agreement for unlicensed use. q. U.S. export jurisdiction. Products and Fixes are subject to U.S. export jurisdiction.

Customer will comply with all U.S. Export Administration Regulations and International Traffic in Arms Regulation requirements as well as all end-user, end-use, and destination restrictions issued by the U.S. and other governments applicable to this agreement. For additional information, see http://www.rnicrosoft.com/exportinq.

SelectPlus2012AgrGov(US)SLG(ENG)(Oct2012) Page 16 of 16 Document X20-04874
□ Microsoft Volume licensing
Program Signature Form
MBWMBSA 11:1mher
■ Afireemenl number
004-kayleed-S-04
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.

O\
^0
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 signallire 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.

Enterprise Agreement X2C1-10209
<Choose Agreement * Document Number or Code
Choose Agreement * Document Number or Code
Choose Agreement * Document Number or Code
■Choose Agreement *,.

Choose Enrolhnen'l/Reqistralion *
Document Number or Code.

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 Choose Enrollment/Registration * Document Number or Code Amendment to Contract Documents CTM-CPT-OPT-FWK {new)
f
1 _ 1_______
By signing below, Customer and the Microsoft Affiliate agree that both parlies (1) have received, read and understand the above contract documents, including any websites or documents incorporated by reference and any amendments and (2.1 agree Io be bound by the terms of all such documents. • indicates inquired field
PrograinSignF<«in(MSSt<)i'.KNA,LalArrs)ExBRA,MLIlliNtsi(Ail<j20l'li Page I 012 W'
Microsoft Corporation
Microsoft Affiliate]
soft
station
Signature
Printed First and Last Name
Printed Title
Signature Date
(date Microsoft Affiliate countctsij'is)
-HH-Micrc
Microsoft Corp
AUG 2 3: 019
Chance > :rail
Duly Authorized c n behalf of
Optional 2nd Customer signature or Outsourcer signature (if applicable) • indicates required field
Agreement Effective Date
(may ba cf'Herant Ilian Miccs/jlt s s^naturc dale)
--------------------------------------------------------------------------- Name of Entity (must be legal entity name)4
SIgnatiire*___________________________________________________ Printed First and Last Name * ,
Printed Title [
Signature Date *
‘ Indicates required field
•
Name of Entity (must bo legal entity namo| *
Signature* _______________________ .___________________________ Printed Firstand Last Name *
Printed Title
Signature Date *
I ______ '______ _ ________________1--------------------------------------------- 1 If Customer requires physical media, additional contacts, or is reporting multiple previous Enrollments, Include the appropriate form(s) with this signature form.

After this signature form is signed by the Customer, send it and the Contract Documents to Customer's channel partner or Microsoft account manager, who must submit them to the following address. When the signature form Is fully executed by Microsoft, Customer will receive a confirmation copy.

Microsoft Corporation
Dept. 551, Volume Licensing
6100 Neil Road, Suite 210 '
Reno, Nevada 89511 -1137
USA
PioauvnSignrorm(MSSi(tn)(NA.I n'AmJJzRRA.MI 1(fiNG)(Aii<?20t4) I
I
I
ijoao 2<ii i
Microsoft Volume Licensing
Amendment to Contract Documents
Agiccmcul Muinbei
8o 004-kayleed-S-04
This amendment fAmendment”) is entered Into between the parlies identified on Die attached program signature form. It amends the Enrollment or Agreement identified above. All terms used lint not defined In this Amendment will have lhe same meanings provided In that Enrollment or Agreement.

Enterprise Agreement
Custom Terms CTM

1. Section Ga, “Tenn", Is hereby amended and restated as follows:
a. Term. The term of this Agreement will remain In effect unless terminated by either parly as described below. Eacli Enrollment will have the term provided in that Enrollment.

2. Tire pricing that Microsoft will offer Enrolled Affiliate's Reseller for Enrollments effective between November 1, 2019 through October 31, 2021, and that will apply for the entire initial term of Such Enrollments, is as follows: ,
' I he evanples includu oiilinri wivtees that are available hi eiltivi lhe ccin'iie<cial or government cloud clfeiings.

Product Price
Level
Examples Include but arc not limited to
the following4:

Enterprise Online Services *"
(including Full USLs. From SA
USLs, Add ons and Step Ups)
Level D
minus 2%
M365 E3 and E5, Enterprise Mobility *
Security E3 and E5, Office 365 Enterprise
El or E3, Windows 10 Enterprise E3 or E5
Enterprise Products Level D Office 365 Pro Plus, Windows 10 Enterprise, Core CAL Suite, Enterprise
CAL Suite
Additional Products Level D M365 F1, M365 E5 Compliance, M365 E5 Security, Office 365 Enterprise F1. Project
Online, Visio Online Plan 1 or Plan 2,
Dynamics 365, Azure. SQL Server.

Windows Server, etc.

Serverand Tools Product
(applies Io Server and Cloud
Enrollments only)
Level D SharePoint Server, SQL Server. BizTalk
Server, Visual Studio, Core Infrastructure
Suites, etc.
"Qnalifyinn fintftipiisR Ontmn Saivlcas are irtentilied In lhe Product Terms with Hie cell velue cl TO' in the tobies for *Proi|:urn Avu-lubihly*. The vctipu u! Enterprise Orrli/ie Seivices Is subject to change as Enteqir'se Online Services are ruxlecl. uodatedhev'sed or,'emoved from the Enterprise program ctfcriiKi Exclusions apply to lhe additional 2% discount nn Enterprise Online Services as follows:

A<iieribnieiltApiJ vri 0 C1MCPTOPT-FWK BD
Pann I of 2
• 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 to an order. The only applicable factor is the effective date of the Enrollment. • The discount does not apply to any extensions of the initial Term or renewal Enrollments.
• The discount does not apply to any promotional SKUs. Enrolled Affiliate is entitled to the lower of the promotional price or discounted price.

The price level that applies to Enrollments effective on or after November 1,2021 Is Level D for all Products.

The Reseller and the Enrolled Affiliate will determine the Enrolled Affiliate's actual price and payment terms.

Except for changes made by this Amendment, the Enrollment or Agreement identified above remains unchanged and in lull force and effect. If (here is any conflict between any provision In this Amendment and any provision in (he Enrollment or Agreement identified above, this Amendment shall control.

I This Amendment must be attached to a signature form to be valid' Microsoft Internal Use Only:

Riverside County EA Amend U.7.docx CTM CTM-CPT-OPT-I’WK BD Anierdmei'.iApn vd 0 nTM-CPT-OPr-FWK I3D

Page 2 of 2 ends

Bakersfield City CouncilJuly 23, 2025

Bakersfield City Council
July 23, 2025