Bakersfield City Council
July 23, 2025

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

Utilization of the
County of Riverside Licensing Solution Provider Agreement This Adoption Agreement is made and entered into on July 11th, 2025, the City of Bakersfield, 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 of Riverside Master Agreement”); and WHEREAS, CITY wishes to participate as an Enrolled Affiliate (as defined in the LSPA) and has committed funding for the cost of the 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 of the goods and that such payments shall be subject in all respects to the terms and conditions of the 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 of the 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 of the licensing, products and/or services set forth therein. The order of precedence for any relevant transaction shall be governed as follows:

Attachment 1: Dell Quotation Prepared for City of Bakersfield dated 6/2/2025 (during its validity period)
Attachment 2: ITARC-00934 (“County of Riverside Master Agreement) Attachment 3: Microsoft Enterprise Agreement (Master Agreement No. 8084445)

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4.0 Enrollment. As a condition to the City’s participation as an Enrolled Affiliate under the LSPA, and by its signature of this 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 of this 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

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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

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ATTACHMENTS:

Attachment 1: Dell Quotation Prepared for City of Bakersfield dated 6/2/2025 (during its validity period)
Attachment 2: ITARC-00934 (“County of Riverside 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 of the Microsoft Software and Online Services performed by Microsoft shall be subject to the terms and conditions set forth in the Microsoft Enterprise Agreement (8084445) between the County and Microsoft. LSP shall not be responsible or liable for Microsoft’s performance of its obligations under the Enterprise Agreement.

2. Period of Performance:

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

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

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

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

Non-Appropriations: The COUNTY obligation for payment of this Agreement beyond the current fiscal year end is contingent upon and limited by the availability of COUNTY funding from which payment can be made, and invoices shall be rendered “monthly” in arrears. In the State of California, Government agencies are not allowed to pay excess interest and late charges, per Government Codes, 1 Revision 1/06/2021
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AGREEMENT # ITARC-00934
Section 926.10. No legal liability on the part of the COUNTY shall arise for payment beyond June 30 of each calendar year unless funds are made available for such payment. In the event that such funds are not forthcoming for any reason, COUNTY shall immediately notify CONTRACTOR in writing; and this Agreement shall be deemed terminated, have no further force, and effect.

4. Hold Harmless/Indemnification:

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

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

4.3 LSP obligation hereunder shall be satisfied when LSP has provided to County the appropriate form of dismissal relieving county from any liability for the action or claim involved. 5 Termination:

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

5.2 If the LSP is in default, refuses or fails to comply with the terms of this Agreement or fails to make progress that may endanger performance and does not immediately cure such failure after 30 days after written notice is given . The County may terminate this agreement for Cause. In the event of such termination, the County may proceed with the work in any manner deemed proper 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 of this Agreement. As respects to the insurance section only, the COUNTY herein refers to the County of Riverside, its Agencies, Districts, Special Districts, and Departments, their respective directors, officers, Board of Supervisors, employees, elected or appointed officials, agents, or representatives as Additional Insureds.

A. Workers’ Compensation:

If the LSP has employees as defined by the State of California, the LSP shall maintain statutory Workers’ Compensation Insurance (Coverage A) as prescribed by the laws of the State of California. Policy shall include Employers’ Liability (Coverage B) including Occupational Disease with limits not less than $1,000,000 per person per accident. The policy shall be endorsed to waive subrogation in favor of The County of Riverside. Policy shall name the COUNTY as Additional Insureds.

B. Commercial General Liability:

Commercial General Liability insurance coverage, including but not limited to, premises liability, unmodified contractual liability, products and completed operations liability, personal and advertising injury, and cross liability coverage, covering claims which may arise from or out of LSP’S performance of its obligations hereunder. Policy shall name the COUNTY as Additional Insured. Policy’s limit of liability shall not be less than $2,000,000 per occurrence combined single limit. If such insurance contains a general aggregate limit, it shall apply separately to this agreement 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 of the contract insurance against claims for injuries to person or damages to property which may arise from or in connection with the performance of the work hereunder by the LSP, its agents, representatives, or employees. LSP shall procure and maintain for the duration of the contract insurance claims arising out of their services and including, but not limited to loss, damage, theft or other misuse of data, infringement of intellectual property, invasion of privacy and breach of data.

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

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

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

If any such self-insured retention exceeds $500,000 per occurrence each such retention shall have the prior written consent of the County Risk Manager before the commencement of operations under this Agreement. Upon notification of self-insured retention unacceptable to the COUNTY, and at the election of the Country’s Risk Manager, LSP’S carriers shall either; 1) reduce or eliminate such self-insured retention as respects this Agreement with the COUNTY, or 2) procure a bond which guarantees payment of losses and related investigations, claims administration, and defense costs and expenses.

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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) if requested to do so orally or in writing by the County Risk Manager, provide original Certified copies of policies including all Endorsements and all attachments thereto, showing such insurance is in full force and effect. Further, said Certificate(s) and policies of insurance shall contain the covenant of the insurance carrier(s) that a minimum of thirty (30) days written notice shall be given to the County of Riverside prior to any material modification, cancellation, expiration or reduction in coverage of such insurance. If LSP insurance carrier(s) policies does not meet the minimum notice requirement found herein, LSP shall cause LSP’s insurance carriers) to furnish a 30 day Notice of Cancellation Endorsement. 4) In the event of a material modification, cancellation, expiration, or reduction in coverage, this Agreement shall terminate forthwith, unless the County of Riverside receives, prior to such effective date, another properly executed original Certificate of Insurance and original copies of endorsements or certified original policies, including all endorsements and attachments thereto evidencing coverage’s set forth herein and the insurance required herein is in full force and effect. LSP shall not commence operations until the COUNTY has been furnished original Certificate (s) of Insurance and certified original copies of endorsements and if requested, certified original policies of insurance including all endorsements and any and all other attachments as required in this Section. An individual authorized by the insurance carrier to do so on its behalf shall sign the original endorsements for each policy and the Certificate of Insurance.
5) It is understood and agreed to by the parties hereto that the LSP’s insurance shall be construed as primary insurance, and the COUNTY’S insurance and/or deductibles and/or self-insured retention’s or self-insured programs shall not be construed as contributory. 6) If, during the term of this Agreement or any extension thereof, there is a material change in the scope of services; or, there is a material change in the equipment to be used in the performance of the scope of work; or, the term of this Agreement, including any extensions thereof, exceeds five (5) years; the COUNTY reserves the right to adjust the types of insurance and the monetary limits of liability required under this Agreement, if in the County Risk Management’s reasonable judgment, the amount or type of insurance carried by the LSP has become inadequate.
7) LSP shall pass down the insurance obligations contained herein to all tiers of subcontractors working under this Agreement.
8) The insurance requirements contained in this Agreement may be met with a program(s) of self-insurance acceptable to the COUNTY.
9) LSP agrees to notify COUNTY of any claim by a third party or any incident or event that may give rise to a claim arising from the performance of this Agreement Revision 1/06/2021
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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 of the State of California located in Riverside, California, and the parties waive any provision of law providing for a change of venue to another location. In the event any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way.

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

Exhibit A: Scope and pricing.

Exhibit B: LSP Reporting of Active Enrollments.

Exhibit C: Microsoft LSP Participation Form.

Exhibit D: Microsoft EA Benefits for Government Agencies.

Exhibit E: Microsoft Enterprise Agreements and Amendments.

E1) Microsoft Enterprise Agreement No. 8084445.

E2) Microsoft Select Plus Agreement No. 7756479.

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

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

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

The CUETA authorizes use of an electronic signature for transactions and contracts among parties 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 of this section, a digital signature is a type of “electronic signature” as defined in subdivision (i) of Section 1633.2 of the Civil Code.

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

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

Chuck Washington
Chair of the 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 of the Board
APPROVED AS TO FORM:

Minh C. Tran
County Counsel
By:

Dated: “'Hzztz.O M
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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 of Riverside and governmental agencies within the State of California. The LSP will serve as the liaison between the political entity for enrollments under the Microsoft EA.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

23. Administrative fee checks shall be submitted to:

Riverside County Information Technology
Attn: Accounts Receivable
3450 14th Street, 4th Floor
Riverside, CA 92501
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Pricing;

1. Microsoft Enterprise License Subscription and services Item Description Price Level Markup %
Enterprise Online Services** (including Full USLs, From SA 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 of successful customer production mail
deployments/migrations?
100+ 10,000+ Yes
Number of successful customer production SharePoint
deployments/migrations?
100+ 10,000+ Yes
Number of successful customer production Teams
deploy ments/m igrations?
100+ 10,000+ Yes
Number of successful customer production Teams
Voice deployments/PBX migrations?
100+ 10,000+ Yes
Number of people with specialized expertise on
technologies listed above
200+
Revision 1/06/2021
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 of Things Yes $50 - $475
Globally distributed data Yes $50 - $475
OSS Databases Yes $50 - $475
Cloud Scale Analytics Yes $50 - $475
Data Platform Modernization to Azure Yes $50 - $475
Windows Server on Azure Yes $50 - $475
Security & Management Yes $50 - $475
Datacenter Migration Yes $50 - $475
Modern Business Intelligence Yes $50 - $475
Copilot Yes $50 - $475
Biz Apps
Customer 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 Informa Ven 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 # IT ARC -00532 Attachment 2)
Complete this form and return to:

Attention: Linda Fakhourl
E-m a i 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; Sarina Konnoff Title: Proposal Manager
Address: One Dell Way
City: Round Rock, TX zip code:78682 Telephone#: 925-200-8506 Fax #:N/A Email: [email protected]
The County of Riverside Is the host of the Microsoft Master Agreement No. 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 of the amendments previously required are now built into the enrollment document.

Customers utilizing the County of Riverside EA Master Agreement may choose either an Enterprise Enrollment or a Server and Cloud Enrollment (or both) depending on their needs.

E2 Standard Pricing Across all platforms
Microsoft will provide LSP’s (authorized EA LSPs on this contract) with Government Level-D, pricing off of published “LSP cost” all platforms. Azure discount is a factor of the consumption rate.

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

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

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

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

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

Revision 1/06/2021
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 of the software.

More information about the Software Assurance by products as listed above can be found at:
https://www.microsoft.com/en-us/Licensing/licensing-programs/software-assurance-by- product.aspx?83ffdda4-a263-4123-9752-1122538c0a96=True
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’
<C house 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
iI
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) [Custom eh
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>(H A.I n'An>)=zHR AMI J(F.NG)(Aiig2014) Page 2 al 2

□! Microsoft Volume Licensing
Amendment to Contract Documents
Arjiecnicm Muinber
8O
004-kayleed-S-04
This amendment f Amendment") 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". I lie 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
i
l-A2l>IGAur(US)SI G{l=l'Ki)(N<iv2r>Ui> Page 2 of 11
Document X20-I0209

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. '
i
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.
i
i
I
E A2016Agr(US)SLG(ENG1(Nov2016)
I

Document X20- KJ2OU

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 of Products 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 for any third party's actions. Enrolled Affiliate agrees to make reasonable efforts to notify its employees, agents^ and any other individuals who use the Products that the Products are licensed from Microsoft and subject to the terms of this Agreement. b. Copies for 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 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 (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 re­ imaging 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
i

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
Ucicnrneiil X20-1020!)

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. |
htto.7/www miciosoft.com/licenslnn/coiitrncls
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 this Agreement will be 36 full calendar months from the effective dale unless terminated by either party as described below. Each Enrollment will have the term provided in that Enrollment. •
b. Termination without cause. Either party may terminate this Agreement, without cause, upon 60 days' written notice. In the event of termination, new Enrollments will not 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 non- approprlation of funds, or (4) Microsoft terminates an Enrollment for non-payment due to non­ appropriation of funds, then the Enrolled Affiliate will have the following options:
i
(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 non­ Microsoft 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.

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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 Economic Area and Swiss data protection i
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FA2010Ayi(US)SI G<l*NG)(Ni>v20l«) Page 7 ol I I
Document X20-10209

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. f II) Online Services. Microsoft warrants that each Online Service will perform in accordance with the applicable SLA during the Enterprise's use. The Enterprise's remedies for breach of this warranty are in the SLA.

The remedies above are the Enterprise's sole remedies for breach of the warranties In this section. Customer waives any breach of warranty claims not made during 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 of third party claims.

The parties will defend each other against the third-party claims described in this section and will pay the amount of any resulting adverse final 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 Enrolled Affiliate against any third-party claim to the extent it alleges that a Product or Fix made available by Microsoft for a fee and used within the scope of the license granted (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 or damages due to Enrolled Affiliate's continued use of a Product or Fix after being notified to stop due to a third-party claim. b. By Enrolled Affiliate. To the extent 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
Oocunwnl X20-10209

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 of liability.

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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Occmnetit X2C>ID2GF1

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 Customer to 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.

EA201 (iAgi (U S)SLG(ENG)(Nm2<) I 6) I Page 10 of 11
Oocumenl X20 10200

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.I 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.

EMO 1GAgr(I.JS)SLG(eNG)(Nov2010)
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Itocuitiftil X20-10209

□ ' Microsoft Volume Licensing
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. '
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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
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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
MF Al. 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.

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

Microsoft Licensing, GP
Dept. 551, Volume Licensing
6100 Neil Road, Suite 210
Reno, Nevada 89511-1137
USA
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 Registered A ffiliates are licensed to run....................................................3

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Terms and Conditions

1. Definitions.

In this agreement the following definitions apply:
“Affiliate" means
a. with regard to Customer
(i) any government agency, department, office, instrumentality, division, unit or other entity of the state or local government that is supervised by or is part of Customer, or which supervises Customer or of which Customer is a part, or which is under common supervision with Customer:
(ii) any county, borough, commonwealth, city, municipality, town, township, special purpose district, or other similar type of governmental instrumentality established by the laws of Customer's state and located within Customer's state jurisdiction and geographic boundaries; and
SelectPlus2012AgrGov(US)SLG(ENG)(Oct2012) Page 1 of 16
Document X20-04874

(iii) any other entity in Customer's state expressly authorized by the laws of Customer's state to purchase under state contracts; provided that a state and its Affiliates shall not, for purposes of this definition, be considered to be Affiliates of the federal government and its Affiliates; and
b. with regard to Microsoft, any legal entity that Microsoft owns, that owns Microsoft, or that is under common ownership with Microsoft
"available" means, with respect to a Product, that Microsoft has made Licenses for that Product available for ordering under a particular licensing program;
"Commercial Product” means any Product Microsoft makes available for license for a fee; "Contractor” means any third party supplier or other provider of computer technology or related services. "Customer" means the entity that has entered into this agreement and its Affiliates; "Customer Data” means all data, including all text, sound, software,or image files that are provided to Microsoft by, or on behalf of, Customer through Customer’s use of the Online Services. “Fixes” means Product fixes, modifications or enhancements or their derivatives that Microsoft releases generally (such as Commercial Product service packs);
“License” means Registered Affiliate's right to use the quantity of a Product ordered. For certain Products, a License may be available on a subscription basis (“Subscription License”). Licenses for Online Services will be considered Subscription Licenses under this agreement; “L&SA" means a License and Software Assurance for any Product ordered; “Microsoft" means the Microsoft entity that has entered into this agreement by accepting Customer’s registration;
“Order” means the document Customer or Customer's Affiliate submits under this agreement to acquire Licenses or Services;
“Online Services" means the Microsoft-hosted services identified in the Online Services section of the Product List.
“Product” means all software, Online Services and other web-based services, including pre-release or beta versions, identified on the Product List.
"Product List" means, with respect to any licensing program, the statement published by Microsoft from time to time on the World Wide Web at http://www.microsoft.com/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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“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.
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date, the Product Use Rights for the version licensed, not the version being run, will apply. However, if the earlier version includes components that are not part of the licensed version, any Product Use Rights specific to those components will apply to the 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 of Products and re-imaging rights.
a. General. The Registered Affiliate may make as many copies of the Products as it needs to distribute them within its organization. Copies must be true and complete (including copyright and trademark notices), from master copies obtained from a Microsoft approved fulfillment source. The Registered Affiliate may use a third party to make these copies, but the Registered Affiliate agrees that it will be responsible for that third party's actions. The Registered Affiliate agrees to use reasonable efforts to make its employees, agents and any other individuals that it allows to use the Products aware that the Products are licensed from Microsoft and can only be transferred subject to the terms of this agreement. b. Copies for training, evaluation, and back-up. The Registered Affiliate may (1) use up to 20 complimentary copies of any Product in a dedicated training facility on its premises, (2) use up to 10 complimentary copies of any Product for a 60-day evaluation period, and (3) use one complimentary copy of any licensed Product for back-up or archival purposes for each of its distinct geographic locations.
c. Right to “re-image.” In certain cases, re-imaging is permitted using the volume licensing program Product media. If the Microsoft Product(s) is licensed (1) from an original equipment manufacturer (OEM), (2) as full packaged Product through a retail source, or (3) under another Microsoft program, then media provided under this agreement may be generally used to create images for use in place of copies provided through that separate source. This right is conditional upon the following:
(i) Separate Licenses must be owned from the source for each Product that is re-imaged. (ii) The Product, language, version and components of the copies made must be identical to the Product, language, version and all components of the copies they replace and the number of copies or instances of the re-imaged Product permitted remains the same. (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
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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
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Affiliate of Customer, Customer must promptly notify Microsoft of this fact, and Microsoft may terminate the divested Registered Affiliate's registration. e. Affiliate termination. If (1) a Registered Affiliate terminates its registration as a result of a breach by Microsoft, or (2) if Microsoft terminates Registered Affiliate's registration because it has ceased to be an Affiliate of Customer, or (3) Registered Affiliate terminates a registration for non-appropriation of funds, or (4) Microsoft terminates a registration for non-payment due to non-appropriation of funds,, then the Registered Affiliate will have the following options with regard to any Orders it has under the agreement:
(i) For Licenses available on a perpetual basis, it may immediately pay the total remaining amount due, including all installments, in which case the Registered Affiliate will have perpetual Licenses for all copies of the Products it has ordered, or (ii) It may pay only amounts due as of the termination date, in which case the Registered Affiliate will have perpetual Licenses for:”
1) all copies of all Products for which payment has been made in full (including the latest version of Products under Software Assurance coverage), and 2) the number of copies of Products it has ordered (including the latest version of Products under Software Assurance) for which payment has been made in installments that is proportional to the total of payments made versus total amounts due if the early termination had not occurred.

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

10. How to renew an Order.

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

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

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

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

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11. Restrictions on use.

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

12. Confidentiality.

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

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

For the avoidance doubt, the parties acknowledge that this Confidentiality provision recognizes that when there is a business need to do so, Microsoft and Customer may need to share/exchange their respective Confidential Information with each other to develop a more meaningful business relationship. This section provides Microsoft and Customer with a well-balanced, commercially reasonable and comprehensive set of confidentiality terms that enable both parties to share/exchange a wide range of Confidential Information with each other knowing with confidence that significant confidentiality protections are in place. The confidentiality terms denoted below do not govern Microsoft’s handling of Customer Data. In all instances under this Agreement, Microsoft’s handling of Customer Data shall be governed as described under various other provisions of this Agreement and by Microsoft's data security policy. a. What is included. “Confidential Information” is non-public information, know-how and Trade Secrets in any form that are designated as “confidential” or a reasonable person knows or reasonably should understand to be confidential. It includes non-public information regarding either party’s products or customers, marketing and promotions, or the negotiated terms of Microsoft agreements.
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.

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

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

13. Warranties.
a. Limited warranty. Microsoft warrants that:
(i) Online Services will perform in accordance with the applicable Service Level Agreement; (ii) Products other than Online Services will perform substantially as described in the applicable Microsoft user documentation; and
b. Limited warranty term. The limited warranty for:
(i) Online Services is for the duration of Customer's use of the Online Service, subject to the notice requirements in the applicable Service Level Agreement; SelectPlus2012AgrGov(US)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 NON­ INFRINGEMENT. THESE DISCLAIMERS WILL APPLY UNLESS APPLICABLE LAW DOES NOT PERMIT THEM.

14. Defense of infringement, misappropriation, and third party claims. a. Microsoft’s agreement to protect. Microsoft will defend Enrolled Affiliate against any claims made by an unaffiliated third party that any Product or Fix that is made available by Microsoft for a fee infringes that party's patent, copyright, or trademark or makes unlawful use of its Trade Secret. Microsoft will also pay the amount of any resulting adverse final judgment (or settlement to which Microsoft consents). This section provides Enrolled Affiliate's exclusive remedy for these claims.
b. Limitations on defense obligation. Microsoft’s obligations will not apply to the extent that the claim or award is based on:
(i) Customer Data, non-Microsoft software, modifications Enrolled Affiliate makes to, or any specifications or materials Enrolled Affiliate provides or makes available for, a Product or Fix.;
(ii) Enrolled Affiliate's combination of the Product or Fix with a non-Microsoft product, data or business process; or damages based on the use of a non-Microsoft product, data or business process;;
(iii) Enrolled Affiliate's use of either Microsoft Trademarks or the use or redistribution of a Product or Fix in violation of this agreement or any agreement incorporating its terms or; SelectPlus2012AgrGov(US)SLG(ENG)(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 of liability.
a. Limitation on liability. To the extent permitted by applicable law, the liability of each party, its Affiliates, and its Contractors arising under this agreement is limited to direct damages up to (1) for Products other than Online Services, the amount Customer paid for the Product giving rise to that liability and (2) for Online Services, the amount Customer was required to pay for the Online Service giving rise to that liability during the prior 12 months. In the case of Products provided free of charge, or code that Customer is authorized to redistribute to third parties without separate payment to Microsoft, Microsoft’s liability is limited to U.S.

SelectPlus2012AgrGov(US)SLG(ENG)(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 11:1m her
■ 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
SI g nati ire *___________________________________________________ Printed First and Last Name* ,
Printed Title [
Signature Date*
‘ Indicates required field
•
Name of Entity (must bo legal entity namo|*
Si g n a tu re* _______________________ .___________________________ 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
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Microsoft Volume Licensing
Amendment to Contract Documents
Agiccmcul Muinbei
8o
004-kayleed-S-04
This amendment f Amendment”) 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

I
i

□ Microsoft . Volume Licensing
i
i
Enterprise Agreement State and Local
Not for Use with Microsoft Business Agreement or Mk'ibsolt Hnsitmss and Shi vices AyiHHtuenl 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 luip.//rvww.inicrosoft.com/liceiisinq/contracts and are incorporated in this Agreement by reference.

Including the Product Terms and Use Rights. These documents may contain additional terms and conditions for Products licensed under this Agreement and may be changed from time to time. Customer should review such documents carefully, both at the time of signing and periodically thereafter, and fully understand all terms and conditions applicable to Products licensed.

Terms and Conditions
I

1. Definitions. f
"Affiliate" means t
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 ol 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
(iii) any other entity In Customer's state expressly authorized by the laws of Customer's stale 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.
"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:A2oron<|i(us)si.<i(eNCj)(Huv2<>ifi) Page I oil I
Ijcicniucnt X20-1U2KI

"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 info 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'uprlaled 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 the document lhal provides Information about Microsoft Products and Professional Services available through volume licensing. The Product Terms document is published on the Volume Licensing Site and Is updated from time to time.
“SLA" means Service Level Agreement, which specifies the minimum service level for Online Services and is published on the Volume Licensing Site.
“Software" means licensed copies of Microsoft software identified on the Product Terms. Software 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 rigtits and other benefits for Products as further described In the Product'Terms.
‘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. I
"use" oi "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 dial 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 h(tf)://www,mtcrosoft.com/licenslnq/contracts or a successor site, i

2. How the Enterprise program works.
a. General. The Enterprise program consists of the terms and conditions on which an Enrolled Affiliate may acquire Product Licenses. Under the Enterprise program. Customer and Ils Affiliates may order Licenses for Products by entering Into Enrollments. b. Enrollments. The Enterprise program gives Customer and/or its Affiliates the ability to enter into one or more Enrollments to order Products. Subscription Enrollments may be available for some of these Enrollments. Notwithstanding any other provision of this Agreement, only Enrolled Affiliates identified in an Enrollment will be responsible for complying with the terms of that Enrollment, including th'e terms of this Agreement incorporated by reference in that Enrollment. 1
i
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Docuineiil X20-10209

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

3. Licenses for Products. '
i
a. License Grant. Microsoft grants Die 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 tire 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 Set vices). 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 them Online Services than the version that is currant on the effective date of the Enrollment. For Licenses acquired in the current Enrollment term, the Use Rights for the current version apply to the use of the earlier version. If the earlier Product version includes features that are not in Hie 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 nol 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) If the License for the earlier version of the Product is perpetual at the time the new version is released, the License for the new version will also be perpetual. Perpetual Licenses obtained through Software Assurance replace any perpetual Licenses for the earlier version.
f. License confirmation. This Agreement, the applicable Enrollment, Enrolled Affiliate's order confirmation, and any documentation evidencing transfers of perpetual Licenses, together with proof of payment, will tie Enrolled Affiliate's evidence of all Licenses obtained under an Enrollment.
i
i
I
E A2016Agr(US}SLG(ENG)(Nov2016) Page 3 of II
i Document X20-10200
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I

g. Reorganizations, consolidations and privatizations. If the number of Licenses covered by ■an Enrollment changes by more than ten percent as a result of (1) a reorganization, consolidation or privatization of an 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.

I

4. Making copies of Products and re-imaging rights.
a. General. Enrolled Affiliate ma'/ 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 it will be responsible for any third party's actions. Enrolled Affiliate agrees to make reasonable efforts to notify its employees, agents', and any other individuals who use the Products that the Products are licensed from Microsoft and subject to the terms of this Agreement. b. Copies for training/evaluation and back-up. For all Products alher than Online Services.

Enrolled Affiliate may: (1) use up 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 for a 60-day evaluation period, and (3) use one complimentary copy of any licensed Product for back-up or archival purposes for each of Its distinct geographic locations. Trials for Online Services may be available if specified in the Use Rights.
c. Right to re-lmage, In certain cases, re-imaging is permitted using the Product media. If the Microsoft Product Is licensed (1) from an original equipment manufacturer (OEM), (2) as a full packaged Product through a retail source, or (3) under another Microsoft program, then media provided under this Agreement'may generally be used to create images for use in place of copies provided through that separate source. This right is conditional upon the following:
(i) Separate Licenses must be acquired from the separate source for each Product that is re­ imaged.
(ii) The Product, language, version, and components of the copies 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) re-imaged must be identical to the Product type licensed from the separate source. (iv) Enrolled Affiliate must adhere to any Product-specific processes or requirements for re­ imaging identified In the Product Terms.

Re-imaged Products remain subject to the terms and use rights of the License acquired from the separate source. This subsection does not create or extend any Miciosoft warranty or support obligation. '
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5. Transferring and reassigning Licenses.
a. Ltconso transfers. License transfers are not permitted, except that Customer or an Enrolled Affiliate may transfer only fully-p'aid perpetual Licenses to:
(I) an Affiliate, or
(II) a third party solely in connection with tire 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 C-A20l6Ar|((US)SLG(ENG}(Nov20l0) I Page 4 of II
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operating division of Enrolled Affiliate or an Affiliate. (B) a reorganization, or (C) a consolidation. t
Upon such transfer, Customer 'or Enrolled Affiliate must uninstall and discontinue using the licensed Product and render any copies unusable.
b. Notification of License Traitsfcr. Enrolled Affiliate must notify Microsoft of a License transfer by completing a license' transfer form, which can be obtained from htto://www miciosofl.corii/licenslnci/caiilracts 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 the scope, purpose and limitations of the rights granted by Microsoft under the licenses being transferred (includingthe applicable Use Rights, use and transfer restrictions, warranties and limitations of liability). Any License transfer not made In compliance with this section will be void. |
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 Entei prise as described in the Use Rights.

6. Term and termination.
a. Term. The term of this Agreement will be 36 full calendar months from the effective date unless terminated by either party as described below. Each Enrollment will have the term provided in that Enrollment. •
b. Termination without cause. Either party may terminate this Agreement, without cause, upon 60 days' written notice. In the event of termination, new Enrollments will not he accepted, 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 to make payments under the Agreement or Enrollment are not appropriated or allocated by the Enrolled Affiliate for such' purpose.
<1. 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 the breach affects other Enrollments and cannot be resolved between Microsoft and Enrolled Affiliate, together with Customer's help, within a reasonable period of time, Microsoft may terminate this Agreement and all Enrollments under it. If an Enrolled Affiliate ceases to be Customer's Affiliate, it must promptly notify Microsoft, and Microsoft may terminate the former Affiliate’s Enrollment If an Enrolled Affiliate terminates its Enrollment as a result of a breach by Microsoft, or if Microsoft terminates an Enrollment because Enrolled Affiliate ceases to be Customer's Affiliate, then Enrolled Affiliate will have the early termination rights described in the Enrollment. e. Early termination. If (1) an Enrolled Affiliate terminates its Enrollment as a result of a breach by Microsoft, or (2) if Microsoft terminates an Enrollment because the Enrolled Affiliate has ceased to be an Affiliate of Customer, or (3) Enrolled Affiliate terminates an Enrollment for non- appropriation of funds, or (4) Microsoft terminates an Enrollment for non-payment due to non- approprlation of funds, then the Enrolled Affiliate will have the following options:
(I) It may Immediately pay the total remaining amount due. including all installments. In which case, the Enrolled Affiliate will have perpetual rights for all Licenses it has ordered; or kA2mt>Afli(US)SL<S(ENCn(Nov20l&) [ Pane 5 of it
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(It) It may pay only amounts due as of the termination date, in which case the Enrolled Affiliate will have perpetual Licenses for:
•I) all copies of Products (Including the latest version of Products ordered under SA coverage in the 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
•I) For eligible Products, Enrolled Affiliate may obtain perpetual Licenses as described In the section of the Enrollment titled "Buy-out option,” provided that Microsoft receives the buy-out order for those Licenses within 60 days after Enrolled Affiliate provides notice of termination.
2) In the event of a breach try Microsoft, If Customer chooses not to exercise a buy-out option, Microsoft will Issue Enrolled Affilaite a credit for any amount paid in advance for Subscription Licenses that the Enterprise will not be able to use to do the termination of the Enrollment.

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Nothing In this section shall affect perpetual 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 tire subsection titled "Early termination,” all unpaid payments for Licenses immediately become due and payable. (it) 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: |( I) 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 Io this program that will mako it necessary for Customer and its Enrolled Affiliates to enter into new agreements and Enrollments at the time of an Enrollment renewal, j

7. Use, ownership, rights, a/Jcf 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 non­ Microsoft software or technology that it Installs or uses with the Products or Fixes. *
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<J. 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 of a Product or Fix on more than one device, upgrade or downgrade parts of a Product or Fix al different times, or transfer parts of a Product or Fix separately; or (ii) distribute, sublicense, rent, lease, lend any Products or Fixes, in whole or in part, or use them to offer hosting services to a third parly.j
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 device 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.

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8. Confidentiality.
"Confidential Information* is non-public information that is designated "confidential" or that a reasonable person should understand is confidential, including Customer Data. Confidential Information does not Include 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 coinmenl or suggestion volunteered about the other party's business, products or services.

Each party will take reasonable steps to protect the other's Confidential Information and will use the other party's Confidential Information only for purposes of the parties’ business relationship. Neither party will disclose that Confidential Information to third parlies, except lo ils 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 after it notifies the other party (If legally permissible) to enable the other party to seek a protective order.

Neither party is required to restrict work assignments of its Representatives who have had access to Confidential Information Each party agrees that the use of Information retained in Representatives' unaided memories in the development or dejjloyment of the parties’ respective products or services does not create liabilily 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 Ire transferred, stored and processed in lire United States dr any other country in which Microsoft or its service providers maintain facilities and (II) will be subject to the privacy terms specified in the Use Rights.

Microsoft will abide by the requirements of European Economic Area and Swiss data protection *
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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. Productsand 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 lerm, then Microsoft will, at its option (1) return the price Enrolled Affiliate paid for the Software license, or (2) repair or replace the Software. fit) 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 far breach of this warranty are in the SLA.

The remedies above are the Enterprise's sole remedies for breach ol the warranties In this section. Customer waives any breach of warranty claims not made during the warranty period. b. Exclusions. The warranties in this agreement do not apply to problems caused by accident, abuse, or use in a manner Inconsistent with this Agreement, including failure to meet minimum system requirements. These 'warranties do not apply to free, 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-infringement, merchantability, and fitness for a particular purpose.

11. Defense of third party claims.

Tire parties will defend each other against the third-party claims described in this section and will pay the amount of any resulting adverse final judgment or approved settlement, but only if the defending party is promptly notified in writing of the claim and has the right to control the defense and any settlement of it. The party being defended must provide the defending party with all requested assistance, information, and authority. The defending party will reimburse the other party for reasonable out-of-pocket expenses it incurs in providing assistance. This section describes the parties' sole remedies and entire liability for such claims. a. By Microsoft. Microsoft will defend Enrolled Affiliate against any third-party 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 party. 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 arid 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 Pro'duct 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-party claim to the extent It alleges that: (1) any Customer Data or FA2OlfiAgi(US)SLG(EHG)(Nov2O16) I Page 8 of 11
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non-Microsoft software hosted in an Online Service by Microsoft on Enrolled Affiliate's behalf misappropriates a trade secret or directly infringes a patent, copyright, trademark, or other proprietary light of a third paity; or (2) Enrolled Affiliates use of any Product or Fix, alone or in combination with anything else, violates the law or damages a third parly.

12. Limitation of liability.

For each Product, each party's maximum, aggregate liability to the other under this Agreement is limited to direct damages finally awarded in an amount not to exceed the amounts Enrolled Affiliate was required to pay for the applicable Products during the term of this Agreement, subject to the following:
a. Online Services. For Online Services, Microsoft's maximum liability to Enrolled Affiliate for any incident giving rise to a claim will not exceed the amount Enrolled Affiliate paid for the Online Service during the 12 months before the incident. b. Free Products and Distributable Code. For Products provided free of charge and code that Enrolled Affiliate Is authorized Io redistribute to third parties without separate payment to Microsoft, Microsoft's liability is limited to direct damages finally awarded up to USS5.0Q0. c. Exclusions. In no event will either party 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. cl. 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 tire other party's intellectual property rights.

13. Verifying compliance.
a. Right to verify compliance. Enrolled Affiliate must Keep records relating to all use and distribution of Products by Enrolled Affiliate and its Affiliates. Microsoft has the right, at Its expense, to the extent permitted by applicable law, 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, subllcenses, 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 Iras incurred in verification and acquire tire 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 lhe 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 lhe 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.

SA2mf;/(Hi(US)Sl.Ci(tNft)(Nov2016) Pays n <>i 11
Dcunnenl xznmznn

14. Miscellaneous.
a. Use of contractors, Microsoft may use contractors to' perform services, but will be responsible for their performance subject to he 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 Infomiation.
c. Notices. Notices to Microsoft must be sent to ths address on the signature form. Notices must be in writing and will be treated as delivered on the date shown on the return receipt or on the courier or fax confirmation of delivery. 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 both parties, except that Microsoft may change the Product Terms and the Use Rights from lime Io lime In accordance with lhe terms of tills Agreement. Any conflicting terms and conditions contained in an Enrolled Affiliate's purchase order will not apply. Microsoft may require Customer to sign a new agreement or an amendment before an Enrolled Affiliate enters into an Enrollment under this agreement. 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 stale, without giving effect to its conflict of laws. Disputes relating to this Agreement will be subject to applicable dispute resolution laws of Customer's slate. h. Severability. If any provision in'thls agreement is held to be unenforceable, the 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. 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 teim 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.tfwww imcrosofl com/licenslnq/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 (hose documents, their terms will control in lite 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 (his Agreement, and (6) any other documents in this Agreement, Teims in an amendment control over the amended document and any prior amendments concerning the same subject matter. £A2()IKAmi(US)SLG(ENG)(N6v20I(S) i Page 10 of II
• Documenl X20 10203

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 state 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 hltp.tfwww.mtcrosofl.corn/enable. p. Natural disaster. In the event of a “natural disaster," Microsoft inay provide additional assistance dr rights by posting them on http:tfwww.microsoft.com at such time. q. Copyright violation. Except as set forth in the section above entitled "Transferring and reassigning Licenses", the Enrolled Affiliate agrees to pay for, and comply with the terms of this Agreement and (he Use Rights,'for the Products it uses. Except to the extent Enrolled Affiliate Is licensed under (his 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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□ ' Microsoft Volume Licensing
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 other party entering into a volume licensing program agreement. Primary arid Notices contacts in this form will not apply to enrollments or registrations.

This form applies to: MBSA
|X] Agreement
<—i 1
Enrollment/Affiliate Registration Form
Insert primary entity name if more than one Enrollnienl/Regislration 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, (lie same required fields must be completed for each section. By providing contact information, entity consents to its use for pufposes of administering the Enrollment by Microsoft and other parties that help Microsoft administer this Enrollment. The personal information provided In connection with this agreement will be used and protected according to the privacy statement available at httos:.'/llcensint| rnicrosolt.com.

1. Additional notices contact.

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

Name of entity* County of Riverside
Contact name*: First Regina Last Funderburk
Contact email address' [email protected]
Street address* 3450 14th Street, 4 th Floor)
City* Riverside State/Province* California Postal code* 92501-3861 Country* USA
Phone* 951-955-2265 Fax (
O This contact is a third party (not lire entity). Warning: This contact receives personally identifiable Information of the entity. 1
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2. Software Assurance manager.

This contact will receive online permissions to manage the Software Assurance benefits under the 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/Province* California j Postal code* 92501 -3861 I
t
SupContncllnloFoim(l'IA,l'ID)(l?MG)(Or,l20l.1) Page 1 of 3

Country* USA
Phone* 951-955-2265 Fax
O This contact is a third party (not the entity). Warning: This contact receives personally identifiable information of the entity.

3. Subscriptions manager.

This contact will assign 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 the entity.

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

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

5. Customer Support Manager (CSM).

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

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* 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
SiipC<rri!acllilfi)l;i>lin(NA,IN0)(liNt:>)(0clZ<>13) Pape 2 or 3

Contact name*: First Jim Last Smith
Contact email address* [email protected]
Street address* 3450 14th Street, 4lh Floor
City* Riverside State/Provlnce* 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.

O Same as primary conlacl
Name of entity*
Contact name*: First Last
Contact email address*
Street address'
City* State/Provlnce* Postal code*
Country’
Phone* Fax
□ This contact is a third parly (not the entity). Warning: This contact receives personally identifiable information of the entity.
:upCoiilHclliiit>P<irni(NA.IND)(S:MG)(Ocl2(n:n Page 3 of 3

Microsoft
Program Signature Form
Volume Licensing
MBA/MBSA number
Agreement number 8084445
AMD000445855
Note: Enter the applicable active numbers associated with the documents below. Microsoft requires the associated active number be indicated here, or listed below as new.

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

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

Contract Document Number or Code
Enterprise Enrollment (Indirect) X20-10636
Product Selection Form 3017096.004 PSF (NEW)
Enterprise Amendment M97.M423 (NEW)
By signing below, Customer and the Microsoft Affiliate agree that both parties (1) have received, read and understand the above contract documents, including any websites or documents incorporated by reference and any amendments and (2) agree to be bound by the terms of all such documents.

Customer
Name of Entity (must be legal entity name)* City of Bakersfield Signature*
Printed First and Last Name*
Printed Title
Signature Date*
Tax ID
* indicates required field
ProgramSignForm(MSSign)(NA,LatAm)ExBRA,MLI(ENG)(May2020) Page 1 of 2 Document X20-12883

Microsoft Affiliate
Microsoft Corporation
Signature
Printed First and Last Name Charles Watson
Printed Title Microsoft Authorized Signatory
Signature Date 07-08-2025
(date Microsoft Affiliate countersigns)
»
Agreement 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 additional contacts or is reporting multiple previous Enrollments, include the appropriate form(s) with this signature form.

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

Microsoft Corporation
Dept. 551, Volume Licensing
6880 Sierra Center Parkway
Reno, Nevada 89511
USA
ProgramSignForm(MSSign)(NA,LatAm)ExBRA,MLI(ENG)(May2020) Page 2 of 2 Document X20-12883

' Microsoft
Enterprise Enrollment State and Local
Enterprise Enrollment number
(Microsoft to complete) 59242425
Framework ID
(if applicable)
Previous Enrollment number
(Reseller to complete) 6496842
This Enrollment must be attached to a signature form to be valid.

This Microsoft Enterprise Enrollment is entered into between the entities as identified in the signature form as of the effective date. Enrolled Affiliate represents and warrants it is the same Customer, or an Affiliate of the Customer, that entered into the Enterprise Agreement identified on the program signature form.

This Enrollment consists of: (1) these terms and conditions, (2) the terms of the Enterprise Agreement identified on the signature form, (3) the Product Selection Form, (4) the Product Terms, (5) any Supplemental Contact Information Form, Previous Agreement/Enrollment form, and other forms that may be required, and (6) any order submitted under this Enrollment. This Enrollment may only be entered into under a 2011 or later Enterprise Agreement. By entering into this Enrollment, Enrolled Affiliate agrees to be bound by the terms and conditions of the Enterprise Agreement.

All terms used but not defined are located at http://www.microsoft.com/licensinq/contracts. In the event of any conflict the terms of this Agreement control.

Effective date. If Enrolled Affiliate is renewing Software Assurance or Subscription Licenses from one or more previous Enrollments dr agreements, then the effective date will be the day after the first prior Enrollment or agreement expires or terminates. If this Enrollment is renewed, the effective date of the renewal term will be the day after the Expiration Date of the initial term. Otherwise, the effective date will be the date this Enrollment is accepted by Microsoft. Any reference to “anniversary date” refers to the anniversary of the effective date of the applicable initial or renewal term for each year this Enrollment is in effect.

Term. The initial term of this Enrollment will expire on the last day of the month, 36 full calendar months from the effective date of the initial term. The renewal term will expire 36 full calendar months after the effective date of the renewal term.

Terms and Conditions

1. Definitions.

Terms used but not defined in this Enrollment will have the definition in the Enterprise Agreement. The following definitions are used in this Enrollment:
“Additional Product” means any Product identified as such in the Product Terms and chosen by Enrolled Affiliate under this Enrollment.
“Community” means the community consisting of one or more of the following: (1) a Government, (2) an Enrolled Affiliate using eligible Government Community Cloud Services to provide solutions to a Government or a qualified member of the Community, or (3) a Customer with Customer Data that is subject to Government regulations for which Customer determines and Microsoft agrees that the use of Government Community Cloud Services is appropriate to meet Customer’s regulatory requirements.

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Membership in the Community is ultimately at Microsoft’s discretion, which may vary by Government Community Cloud Service.
“Enterprise Online Service” means any Online Service designated as an Enterprise Online Service in the Product Terms and chosen by Enrolled Affiliate under this Enrollment. Enterprise Online Services are treated as Online Services, except as noted.
“Enterprise Product” means any Desktop Platform Product that Microsoft designates as an Enterprise Product in the Product Terms and chosen by Enrolled Affiliate under this Enrollment. Enterprise Products must be licensed for all Qualified Devices and Qualified Users on an Enterprise-wide basis under this program.
“Expiration Date” means the date upon which the Enrollment expires. “Federal Agency” means a bureau, office, agency, department or other entity of the United States Government.
“Government” means a Federal Agency, State/Local Entity, or Tribal Entity acting in its governmental capacity.
“Government Community Cloud Services” means Microsoft Online Services that are provisioned in Microsoft’s multi-tenant data centers for exclusive use by or for the Community and offered in accordance with the National Institute of Standards and Technology (NIST) Special Publication 800-145. Microsoft Online Services that are Government Community Cloud Services are designated as such in the Use Rights and Product Terms.
“Industry Device” (also known as line of business device) means any device that: (1) is not useable in its deployed configuration as a general purpose personal computing device (such as a personal computer), a multi-function server, or a commercially viable substitute for one of these systems; and (2) only employs an industry or task-specific software program (e.g. a computer-aided design program used by an architect or a point of sale program) (“Industry Program”). The device may include features and functions derived from Microsoft software or third-party software. If the device performs desktop functions (such as email, word processing, spreadsheets, database, network or Internet browsing, or scheduling, or personal finance), then the desktop functions: (1) may only be used for the purpose of supporting the Industry Program functionality; and (2) must be technically integrated with the Industry Program or employ technically enforced policies or architecture to operate only when used with the Industry Program functionality. “Managed Device” means any device on which any Affiliate in the Enterprise directly or indirectly controls one or more operating system environments. Examples of Managed Devices can be found in the Product Terms.
“Qualified Device” means any device that is used by or for the benefit of Enrolled Affiliate’s Enterprise and is: (1) a personal desktop computer, portable computer, workstation, or similar device capable of running Windows Pro locally (in a physical or virtual operating system environment), or (2) a device used to access a virtual desktop infrastructure (“VDI”). Qualified Devices do not include any device that is: (1) designated as a server and not used as a personal computer, (2) an Industry Device, or (3) not a Managed Device. At its option, the Enrolled Affiliate may designate any device excluded above (e.g., Industry Device) that is used by or for the benefit of the Enrolled Affiliate’s Enterprise as a Qualified Device for all or a subset of Enterprise Products or Online Services the Enrolled Affiliate has selected. “Qualified User” means a person (e.g., employee, consultant, contingent staff) who: (1) is a user of a Qualified Device, or (2) accesses any server software requiring an Enterprise Product Client Access License or any Enterprise Online Service. It does not include a person who accesses server software or an Online Service solely under a License identified in the Qualified User exemptions in the Product Terms. “Reseller” means an entity authorized by Microsoft to resell Licenses under this program and engaged by an Enrolled Affiliate to provide pre- and post-transaction assistance related to this agreement; “Reserved License” means for an Online Service identified as eligible for true-ups in the Product Terms, the License reserved by Enrolled Affiliate prior to use and for which Microsoft will make the Online Service available for activation.

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"State/Local Entity" means (1) any agency of a state or local government in the United States, or (2) any United States county, borough, commonwealth, city, municipality, town, township, special purpose district, or other similar type of governmental instrumentality established by the laws of Customer’s state and located within Customer’s state's jurisdiction and geographic boundaries. “Tribal Entity” means a federally recognized tribal entity performing tribal governmental functions and eligible for funding and services from the U.S. Department of Interior by virtue of its status as an Indian tribe.
“Use Rights” means, with respect to any licensing program, the use rights or terms of service for each Product and version published for that licensing program at the Volume Licensing Site and updated from time to time. The Use Rights include the Product-Specific License Terms, the License Model terms, the Universal License Terms, the Data Protection Terms, and the Other Legal Terms. The Use Rights supersede the terms of any end user license agreement (on-screen or otherwise) that accompanies a Product.
“Volume Licensing Site” means http://www.microsoft.com/licensinq/contracts or a successor site.

2. Order requirements.
a. Minimum order requirements. Enrolled Affiliate’s Enterprise must have a minimum of 250 Qualified Users or Qualified Devices. The initial order must include at least 250 Licenses for Enterprise Products or Enterprise Online Services.
(i) Enterprise commitment. Enrolled Affiliate must order enough Licenses to cover all Qualified Users or Qualified Devices, depending on the License Type, with one or more Enterprise Products or a mix of Enterprise Products and the corresponding Enterprise Online Services (as long as all Qualified Devices not covered by a License are only used by users covered with a user License).
(ii) Enterprise Online Services only. If no Enterprise Product is ordered, then Enrolled Affiliate need only maintain at least 250 Subscription Licenses for Enterprise Online Services.
b. Additional Products. Upon satisfying the minimum order requirements above, Enrolled Affiliate may order Additional Products.
c. Use Rights for Enterprise Products. For Enterprise Products, if a new Product version has more restrictive use rights than the version that is current at the start of the applicable initial or renewal term of the Enrollment, those more restrictive use rights will not apply to Enrolled Affiliate’s use of that Product during that term.
d. Country of usage. Enrolled Affiliate must specify the countries where Licenses will be used on its initial order and on any additional orders.
e. Resellers. Enrolled Affiliate must choose and maintain a Reseller authorized in the United States. Enrolled Affiliate will acquire its Licenses through its chosen Reseller. Orders must be submitted to the Reseller who will transmit the order to Microsoft. The Reseller and Enrolled Affiliate determine pricing and payment terms as between them, and Microsoft will invoice the Reseller based on those terms. Throughout this Agreement the term “price” refers to reference price. Resellers and other third parties do not have authority to bind or impose any obligation or liability on Microsoft.
f. Adding Products.
(i) Adding new Products not previously ordered. New Enterprise Products or Enterprise Online Services may be added at any time by contacting a Microsoft Account Manager or Reseller. New Additional Products, other than Online Services, may be used if an order is placed in the month the Product is first used. For Additional Products that are Online Services, an initial order for the Online Service is required prior to use.

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(ii) Adding Licenses for previously ordered Products. Additional Licenses for previously ordered Products other than Online Services may be added at any time but must be included in the next true-up order. Additional Licenses for Online Services must be ordered prior to use, unless the Online Services are (1) identified as eligible for true-up in the Product Terms or (2) included as part of other Licenses. g. True-up requirements. Enrolled Affiliate must submit an annual true-up order that accounts for any changes since the initial order or last order. If there are no changes, then an update statement must be submitted instead of a true-up order. (i) Enterprise Products. For Enterprise Products, Enrolled Affiliate must determine the number of Qualified Devices and Qualified Users (if ordering user-based Licenses) at the time the true-up order is placed and must order additional Licenses for all Qualified Devices and Qualified Users that are not already covered by existing Licenses, including any Enterprise Online Services.
(ii) Additional Products. For Additional Products that have been previously ordered under this Enrollment, Enrolled Affiliate must determine the maximum number of Additional Products used since the latter of the initial order, the last true-up order, or the prior anniversary date and submit a true-up order that accounts for any increase. (Hi) Online Services. For Online Services identified as eligible for true-up in the Product Terms, Enrolled Affiliate may place a reservation order for the additional Licenses prior to use and payment may be deferred until the next true-up order. Microsoft will provide a report of Reserved Licenses ordered but not yet invoiced to Enrolled Affiliate and its Reseller. Reserved Licenses will be invoiced retrospectively to the month in which they were ordered.
(iv) Subscription License reductions. Enrolled Affiliate may reduce the quantity of Subscription Licenses at the Enrollment anniversary date on a prospective basis if permitted in the Product Terms, as follows:
1) For Subscription Licenses that are part of an Enterprise-wide purchase, Licenses may be reduced if the total quantity of Licenses and Software Assurance for an applicable group meets or exceeds the quantity of Qualified Devices and Qualified Users (if ordering user-based Licenses) identified on the Product Selection Form, and includes any additional Qualified Devices and Qualified Users added in any prior true-up orders.

Step-up Licenses do not count towards this total count. 2) For Enterprise Online Services in a given Product pool that are not a part of an Enterprise-wide purchase, Licenses can be reduced as long as (a) the initial order minimum requirements are maintained and (b) all then-active users of each Online Service are included the total quantity of Licenses remaining after the reduction. An Enrolled Affiliate may reduce Licenses for Online Services on or before the Enrollment anniversary date and place a reservation order for such licenses within 90 days after the anniversary date; however, any licenses ordered as described in this section will be invoiced to the Enrolled Affiliate for the time period the licenses were made available.
3) For Additional Products available as Subscription Licenses, Enrolled Affiliate may reduce the Licenses. If the License count is reduced to zero, then Enrolled Affiliate’s use of the applicable Subscription License will be cancelled.

Invoices will be adjusted to reflect any reductions in Subscription Licenses at the true-up order Enrollment anniversary date and effective as of such date. (v) Update statement. An update statement must be submitted instead of a true-up order if, since the initial order or last true-up order, Enrolled Affiliate’s Enterprise: (1) has not changed the number of Qualified Devices and Qualified Users licensed with Enterprise Products or Enterprise Online Services; and (2) has not increased its usage of Additional EA20241EnrGov(US)SLG(ENG)(Oct2023) Page 4 of 10
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Products. This update statement must be signed by Enrolled Affiliate’s authorized representative.
(vi) True-up order period. The true-up order or update statement must be received by Microsoft between 60 and 30 days prior to each Enrollment anniversary date. The third- year true-up order or update statement is due within 30 days prior to the Expiration Date, and any license reservations within this 30 day period will not be accepted. Enrolled Affiliate may submit true-up orders more often to account for increases in Product usage, but an annual true-up order or update statement must still be submitted during the annual order period.
(vii) Late true-up order. If the true-up order or update statement is not received when due, Microsoft may invoice Reseller for all Reserved Licenses not previously invoiced and Subscription License reductions cannot be reported until the following Enrollment anniversary date (or at Enrollment renewal, as applicable). h. Step-up Licenses. For Licenses eligible for a step-up under this Enrollment, Enrolled Affiliate may step-up to a higher edition or suite as follows:
(i) For step-up Licenses included on an initial order, Enrolled Affiliate may order according to the true-up process.
(ii) If step-up Licenses are not included on an initial order, Enrolled Affiliate may step-up initially by following the process described in the Section titled “Adding new Products not previously ordered," then for additional step-up Licenses, by following the true-up order process.
i. Clerical errors. Microsoft may correct clerical errors in this Enrollment, and any documents submitted with or under this Enrollment, by providing notice by email and a reasonable opportunity for Enrolled Affiliate to object to the correction. Clerical errors include minor mistakes, unintentional additions and omissions. This provision does not apply to material terms, such as the identity, quantity or price of a Product ordered. j. Verifying compliance. Microsoft may, in its discretion and at its expense, verify compliance with this Enrollment as set forth in the Enterprise Agreement.

3. Pricing.
a. Price Levels. For both the initial and any renewal term Enrolled Affiliate’s Price Level for all Products ordered under this Enrollment will be Level “D” throughout the term of the Enrollment. b. Setting Prices. Unless otherwise expressly agreed to by the parties and except for Online Services designated in the Product Terms as being exempt from fixed pricing, Enrolled Affiliate’s prices for each Product or Service will be established by its Reseller. As long as Enrolled Affiliate continues to qualify for the same price level, Microsoft’s prices for Resellers for each Product or Service ordered will be fixed throughout the applicable initial or renewal Enrollment term. Microsoft’s prices to Resellers are reestablished at the beginning of the renewal term.

4. Payment terms.

For the initial or renewal order, Microsoft will invoice Enrolled Affiliate’s Reseller in three equal annual installments. The first installment will be invoiced upon Microsoft’s acceptance of this Enrollment and remaining installments will be invoiced on each subsequent Enrollment anniversary date. Subsequent orders are invoiced upon acceptance of the order and Enrolled Affiliate may elect to pay annually or upfront for Online Services and upfront for all other Licenses.

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5. End of Enrollment term and termination.
a. General. At the Expiration Date, Enrolled Affiliate must immediately order and pay for Licenses for Products it has used but has not previously submitted an order, except as otherwise provided in this Enrollment.
b. Renewal option. At the Expiration Date of the initial term, Enrolled Affiliate can renew Products by renewing this Enrollment for one additional 36-month term or by signing a new Enrollment. Microsoft must receive a Renewal Form, Product Selection Form, and renewal order prior to or at the Expiration Date. Microsoft will not unreasonably reject any renewal.

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 renewal. c. If Enrolled Affiliate elects not to renew.
(i) Software Assurance. If Enrolled Affiliate elects not to renew Software Assurance for any Product under its Enrollment, then Enrolled Affiliate will not be permitted to order Software Assurance later without first acquiring a new License with Software Assurance. (ii) Online Services eligible for an Extended Term. For Online Services identified as eligible for an Extended Term in the Product Terms, the following options are available at the end of the Enrollment initial or renewal term.
1) Extended Term. Licenses for Online Services will automatically expire in accordance with the terms of the Enrollment. An extended term option that allows Online Services to continue month-to-month (“Extended Term”) is available. During the Extended Term, Online Services will be invoiced monthly at the then-current published price as of the Expiration Date plus a 3% administrative fee for up to one year. If Enrolled Affiliate wants an Extended Term, Enrolled Affiliate must submit a request to Microsoft at least 30 days prior to the Expiration Date.
2) Cancellation during Extended Term. At any time during the first twelve months of the Extended Term, Enrolled Affiliate may terminate the Extended Term by submitting a notice of cancellation to Microsoft for each Online Service. Thereafter, Microsoft may condition the continued use of each Online Service on the acceptance of new terms by the Enrolled Affiliate. Enrolled Affiliate will be notified in writing of any new terms at least 60 days before any such changes take effect. Enrolled Affiliate acknowledges and agrees that after the notice described in this section, its continued use of each Online Service after the effective date provided in the notice will constitute its acceptance of the new terms. If Enrolled Affiliate does not agree to the new terms, it must stop using the Online Services and terminate the Extended Term as provided in this section. Enrolled Affiliate’s termination under this section will be effective at the end of the month following 30 days after Microsoft has received the notice. (iii) Subscription Licenses and Online Services not eligible for an Extended Term. If Enrolled Affiliate elects not to renew, the Licenses will be cancelled and will terminate as of the Expiration Date. Any associated media must be uninstalled and destroyed and Enrolled Affiliate’s Enterprise must discontinue use. Microsoft may request written certification to verify compliance.
d. Termination for cause. Any termination for cause of this Enrollment will be subject to the “Termination for cause” section of the Agreement. In addition, it shall be a breach of this Enrollment if Enrolled Affiliate or any Affiliate in the Enterprise that uses Government Community Cloud Services fails to meet and maintain the conditions of membership in the definition of Community.
e. Early termination. Any early termination of this Enrollment will be subject to the “Early Termination” Section of the Enterprise Agreement.

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For Subscription Licenses, in the event of a breach by Microsoft, or if Microsoft terminates an Online Service for regulatory reasons, Microsoft will issue Reseller a credit for any amount paid in advance for the period after termination.

6. Government Community Cloud.
a. Community requirements. If Enrolled Affiliate purchases Government Community Cloud Services, Enrolled Affiliate certifies that it is a member of the Community and agrees to use Government Community Cloud Services solely in its capacity as a member of the Community and, for eligible Government Community Cloud Services, for the benefit of end users that are members of the Community. Use of Government Community Cloud Services by an entity that is not a member of the Community or to provide services to non-Community members is strictly prohibited and could result in termination of Enrolled Affiliate’s license(s) for Government Community Cloud Services without notice. Enrolled Affiliate acknowledges that only Community members may use Government Community Cloud Services. b. All terms and conditions applicable to non-Govemment Community Cloud Services also apply to their corresponding Government Community Cloud Services, except as otherwise noted in the Use Rights, Product Terms, and this Enrollment.
c. Enrolled Affiliate may not deploy or use Government Community Cloud Services and corresponding non-Government Community Cloud Services in the same domain. d. Use Rights for Government Community Cloud Services. For Government Community Cloud Services, notwithstanding anything to the contrary in the Use Rights:
(i) Government Community Cloud Services will be offered only within the United States. (ii) Additional European Terms, as set forth in the Use Rights, will not apply. (iii) References to geographic areas in the Use Rights with respect to the location of Customer Data at rest, as set forth in the Use Rights, refer only to the United States.

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Enrollment Details

1. Enrolled Affiliate’s Enterprise.

Identify which Agency Affiliates are included in the Enterprise. (Required) Enrolled Affiliate’s Enterprise must consist of entire offices, bureaus, agencies, departments or other entities of Enrolled Affiliate, not partial offices, bureaus, agencies, or departments, or other partial entities. Check only one box in this section. If no boxes are checked, Microsoft will deem the Enterprise to include the Enrolled Affiliate only. If more than one box is checked, Microsoft will deem the Enterprise to include the largest number of Affiliates:

E Enrolled Affiliate only
□ Enrolled Affiliate and the following Affiliate(s):

Unless specifically identified above, all Affiliates of Customer, either existing at the execution of this Enrollment or created or acquired after the execution of this Enrollment, will be excluded from the Enterprise. To request that an additional Affiliate be included in Customer’s Enterprise, Customer must identify an Affiliate to Microsoft in writing and provide any required documentation. Microsoft will reasonably review requests under this paragraph and may approve the inclusion of an Affiliate in Customer's Enterprise in its sole discretion.

2. Contact information.

Each party will notify the other in writing if any of the information in the following contact information page(s) changes. The asterisks (*) indicate required fields. By providing contact information, Enrolled Affiliate consents to its use for purposes of administering this Enrollment by Microsoft, its Affiliates, and other parties that help administer this Enrollment. The personal information provided in connection with this Enrollment will be used and protected in accordance with the privacy statement available at https://www.microsoft.com/licensinq/servicecenter.
a. Primary contact. This contact is the primary contact for the Enrollment from within Enrolled Affiliate’s Enterprise. This contact is also an Online Administrator for the Volume Licensing Service Center and may grant online access to others. The primary contact will be the default contact for all purposes unless separate contacts are identified for specific purposes Name of entity (must be legal entity name)* City of Bakersfield Contact name: First* Buffie Middle Last* Kaiser
Contact email address* [email protected]
Street address* 1501 Truxtun Ave
City* Bakersfield
CA
Postal code* 93301-5201 -
(Please provide the zip + 4, e.g. xxxxx-xxxx)
Country* United States
Phone* (661) 326-3283
Tax ID
* indicates required fields
b. Notices contact and Online Administrator. This contact (1) receives the contractual notices, (2) is the Online Administrator for the Volume Licensing Service Center and may grant online access to others, and (3) is authorized to order Reserved Licenses for eligible Online Servies, including adding or reassigning Licenses and stepping-up prior to a true-up order. □ Same as primary contact (default if no information is provided below, even if the box is not checked).

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Contact name: First* Buffie Middle Last* Kaiser
Contact email address* [email protected]
Street address* 1501 Truxtun Ave
City* Bakersfield
State* CA
Postal code* 93301-5201 -
(Please provide the zip + 4, e.g. xxxxx-xxxx)
Country* United States
Phone* (661) 326-3283
Language preference. Choose the language for notices. English □ This contact is a third party (not the Enrolled Affiliate). Warning: This contact receives personally identifiable information of the Customer and its Affiliates. * indicates required fields
c. Online Services Manager. This contact is authorized to manage the Online Services ordered under the Enrollment and (for applicable Online Services) to add or reassign Licenses and step-up prior to a true-up order.
□ Same as notices contact and Online Administrator (default if no information is provided below, even if box is not checked)
Contact name: First* Buffie Middle Last* Kaiser
Contact email address* [email protected]
Phone* (661) 326-3283
□ This contact is from a third party organization (not the entity). Warning: This contact receives personally identifiable information of the entity. * indicates required fields
d. Reseller information. Reseller contact for this Enrollment is:

Reseller company name* Dell Inc.

Street address (PO boxes will not be accepted)* One Dell Way City* RoundRock
State* TX
Postal code* 78682-7000
Country* United States
Contact name* *Govt Contract Admin
Phone* 847-465-3700
Contact email address* [email protected]
* indicates required fields
* indicates required fields
By signing below, the Reseller identified above confirms that all information provided in this Enrollment is correct.

Changing a Reseller. If Microsoft or the Reseller chooses to discontinue doing business with each other, Enrolled Affiliate must choose a replacement Reseller. If Enrolled Affiliate or the Reseller intends to terminate their relationship, the initiating party must notify Microsoft and the other party using a form provided by Microsoft at least 90 days prior to the date on which the change is to take effect.

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e. If Enrolled Affiliate requires a separate contact for any of the following, attach the Supplemental Contact Information form. Otherwise, the notices contact and Online Administrator remains the default.
(i) Additional notices contact
(ii) Software Assurance manager
(iii) Subscriptions manager
(iv) Customer Support Manager (CSM) contact

3. Financing elections.

Is a purchase under this Enrollment being financed through MS Financing? Yes, S No.

If a purchase under this Enrollment is financed through MS Financing, and Enrolled Affiliate chooses not to finance any associated taxes, it must pay these taxes directly to Microsoft.

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Microsoft Volume Licensing
Previous Enrollment(s)/Agreement(s) Form
Entity Name: City of Bakersfield
Contract that this form is attached to: State Local Government For the purposes of this form, “entity” can mean the signing entity, Customer, Enrolled Affiliate, Government Partner, Institution, or other party entering into a volume licensing program agreement.

Please provide a description of the previous Enrollment(s), Agreement(s), Purchasing Account(s), and/or Affiliate Registration(s) being renewed or consolidated into the new contract identified above. a. Entity may select below any previous contract(s) from which to transfer MSDN subscribers to this new contract. Entity shall ensure that each MSDN subscriber transferred is either properly licensed under the new contract or is removed. b. Entity may select below only one previous contract from which to transfer the Software Assurance (SA) Benefit contact details, i.e., benefits contact (not the SA manager) and the program codes, to this new contract.
c. An Open License cannot be used to transfer either the SA Benefit details or MSDN subscribers.
d. The date of the earliest expiring Enrollment/Agreement that contains SA or Online Services will be the effective date of the new contract (or SA coverage period for Select Plus). e. Please insert the number of the earliest expiring Enrollment/Agreement with SA or Online Services in the appropriate fields of the new contract.

Enrollment/Agreement/
Purchasing Account/Affiliate
Registration Description
Enrollment/Agreement/
Purchasing Account/Affiliate
Registration Public Customer
Number
Transfer
SA Benefit
Contact
Transfer
MSDN
Subscribers
Standard Enrollment 6496842 X I x |
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Enterprise Enrollment Product Selection Form Microsoft | Volume Licensing Proposal ID Enrollment Number
3017096.004
Language: English (United States)
Enrolled Affiliate's Enterprise Products and Enterprise Online Services summary for the initial order:

Profile Qualified Devices Qualified Users Device / User Ratio CAL Licensing Model Enterprise 2,311 2,311 1.0 User Licenses
Products Enterprise Quantity
Microsoft 365 Enterprise
M365 G3 GCC USL Unified 832
M365 G3 GCC FromSA Unified Renewal 1,479
Enrolled Affiliate's Product Quantities:

Price Group 1 2 3 4
Enterprise Products Office Professional Plus + M365 Apps for Enterprise + Office 365 (Plans E3 and E5)
+ Microsoft 365 Enterprise
Client Access License +
Office 365 (Plans El, E3
and E5) + Microsoft
365 Enterprise
Client Access License +
Windows Intune + EMS
USL + Microsoft 365
Enterprise
WinE3 + Win E5 + Win
VDA + Microsoft 365
Enterprise
Quantity 2311 2311 2311 2311
Enrolled Affiliate's Price Level:

Product Offering / Pool Price Level
Enterprise Products and Enterprise Online Services USLs: Unless otherwise indicated in associated contract the highest quantity from Groups 1 through 4.
documents, Price level set using
D
Additional Product Application Pool: Unless otherwise indicated in associated contract documents, Price level set using quantity from Group 1.

D
Additional Product Server Pool: Unless otherwise indicated in associated contract documents, Price level set using the highest quantity from Group 2 or 3. D
Additional Product Systems Pool: Unless otherwise indicated in associated contract documents, Price levelset using quantity from Group 4.

D
Notes
Unless otherwise indicated in the associated contract documents, the price level for each Product offering / pool is set as described above, based upon the quantity to price level mapping below:

EA-EASProdSelForm(WW)(ENG)

MS Quote

Enterprise Enrollment Product Selection Form Microsoft | Volume Licensing Quantity of Licenses and Software Assurance Price Level 2,399 and below A
2,400 to 5,999 B
6,000 to 14,999 c
15,000 and above D
Note 1: Enterprise Online Services may not be available in all locations. Please see the Product List for a list of locations where these may be purchased.

Note 2: If Enrolled Affiliate does not order an Enterprise Product or Enterprise Online Service associated with an applicable Product pool, the price level for Additional Products in the same pool will be price level "A" throughout the term of the Enrollment. Refer to the Qualifying Government Entity Addendum pricing provision for more details on price leveling.

EA-EASProdSelForm(WW)(ENG)

MS Quote

1 Microsoft Volume Licensing
Amendment to Contract Documents
Enrollment Number
AMD000445855
These amendments are entered into between the parties identified on the attached program signature form. They amend the Enrollment or Agreement identified above. All terms used but not defined in these amendments will have the same meanings provided in that Enrollment or Agreement.

Enterprise Enrollment
Invoice for Quoted Price
Amendment ID M97
The price quoted to Enrolled Affiliate is a fixed price based on an estimated order submission date.

Microsoft will invoice Enrolled Affiliate based on this fixed price quote. If this order is submitted later than the estimated order submission date, Enrolled Affiliate will be charged for net new Monthly Subscriptions (including Online Services) for the period during which these services were not provided.

For Indirect models, Pricing to Enrolled Affiliate is agreed between Enrolled Affiliate and Enrolled Affiliate’s Reseller.

SKU Number SKU Description Existing Quantity Incremental quantities
AAD-34700
M365 G3 Unified FSA
Renewal GCC Sub Per
User
1,479 0
AAD-34704 M365 G3 Unified FUSL
GCC Sub Per User 832 0
8ZZ-00001 M365 G5 Security GCC
Sub Per User 2,311 0
J8S-00003
Power Apps Per App
GCC Sub 1 App or
Website
1 0
SEL-00001 Power Apps Premium
GCC Sub Per User 1 0
SFL-00001 Power Automate Flow
GCC Sub Min 5 Licenses 5 0
105-00001
Power Automate
Premium GCC Sub Per
User
2 0
HKL-00002 Power Bl Premium P1
GCC Sub 1 0
DDJ-00001 Power Bl Pro GCC Sub
Per User 13 0
NYH-00001 Teams AC with Dial Out
US/CA GCC Sub Add-on 2,311 0
VL Central Amendments M97.M423 Blue

SKU Number SKU Description Existing Quantity Incremental quantities
P3U-00001 Visio P2 GCC Sub Per
User 2 0
W6T-00008 Azure Professional Direct
Support - US Gov 1 0
VA1-00001 Teams Rooms Pro GCC
Sub Per Device 37 0
7MS-00001 Planner & Project P3
GCC Sub Per User 22 0
VL Central Amendments M97.M423 Blue

Enterprise Enrollment
Multiple Azure Billing Tenants Under a Single
Enrollment
Amendment ID M423

1. Definitions.
“Azure Billing Tenant” means the environment established by Microsoft on its multi-tenant servers from which a customer accesses Microsoft Azure Services.
“Lead Enrollment" means the Enrollment identified above. “Billing Tenant Enrollment” means the enrollment associated with an Azure Billing Tenant established for a Tenant Affiliate under this Amendment.
“Tenant Administrator" means any licensed user of an Azure Billing Tenant that has its role set to “Global Administrator” in the profile settings in the Tenant User Administration page of the tenant portal. “Tenant Affiliate” means an Affiliate, department, or any user group included in the Enrolled Affiliate’s Enterprise who will access the Azure Billing Tenant that is identified in the Tenant Information Excel Form attached as an Appendix to this Amendment.

2. The parties agree to the following Billing Tenant Enrollment Terms as follows:
a. Tenant Affiliate Access and Enrolled Affiliate Obligations. Each Tenant Affiliate may access each Azure Billing Tenant and its corresponding Billing Tenant Enrollment identified in the Tenant Information Excel Form attached as an Appendix to this Amendment. Enrolled Affiliate acknowledges and agrees that: (i) it is the sole Enrolled Affiliate; (ii) it is the sole Licensee with respect to each Billing Tenant Enrollment; and, (iii) it is solely responsible for ensuring that each of its Tenant Affiliate’s comply with the terms and conditions set forth in the Lead Enrollment and any subsequent amendment hereof.
b. Tenant Administrator User Credentials. Each Tenant Administrator must have its own, unique, login credential and shall manage each Azure Billing Tenant separately. No two Azure Billing Tenants may share one Tenant Administrator login credential or data object(s). c. Azure Prepayment. Each Tenant Affiliate can purchase an Azure Prepayment; however, the allocated funds for such commitment cannot be transferred between Azure Billing Tenants and Tenant Affiliates.
d. Purchasing
(i) Purchase eligibility. Billing Tenant Enrollments may only be used to purchase Microsoft Azure Services and Microsoft Azure Services Plans.
(ii) Pricing. The price for Microsoft Azure Services and Microsoft Azure Services Plans purchased under a Billing Tenant Enrollment will be based on the pricelist current as of the Billing Tenant Enrollment Effective Date. Any price adjustment to a Billing Tenant Enrollment will be applicable only to that Billing Tenant Enrollment. (iii) Initial Order. Each Billing Tenant Enrollment must include an initial order. (iv) Billing Tenant Enrollment Effective Date. The effective date of a Billing Tenant Enrollment will be the processing date of the initial order. e. Orders. Enrolled Affiliate must submit separate orders, on behalf of each Billing Tenant Enrollment. Orders shall be governed by the terms set forth in the Lead Enrollment, except as VL Central Amendments M97.M423 Blue

specified in this Amendment. Orders are not transferrable between Billing Tenant Enrollments.

Billing Tenant Enrollment acceptance and order reminders will be sent to the contact(s) identified on the Lead Enrollment only.
f. Notices Contact and Online Services Manager. Each Billing Tenant Enrollment, shall have its own Notices Contact and Online Services Manager as listed in the Tenant Information Excel Form attached as an Appendix to this Amendment. The Notices Contact and Online Services Manager is authorized to manage the Microsoft Azure Services obtained under the related Billing Tenant Enrollment.
g. The expiration date, anniversary dates, payment dates and applicable taxes for each Billing Tenant Enrollment shall be the same as in the Lead Enrollment. h. Warning: If the Online service Manager Contact is third party (not Enrolled Affiliate) please be aware that this contact receives personally identifiable information of the Customer and it Affiliates.

This Amendment must be attached to a signature form and accompanies by the Tenant Information Excel Form to be valid. The Number of Tenant (s) listed in the Tenant Information Excel form file is:1
Appendix Tenant Information Excel Form is attached
Except for changes made by these amendments, the Enrollment or Agreement identified above remains unchanged and in full force and effect. If there is any conflict between any provision in these amendments and any provision in the Enrollment or Agreement identified above, these amendments shall control.

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

Microsoft Internal Use Only:
"(M97)EnrAmend(lnd)(lnvoiceforQuotedPrice)
(WW)(ENG)(Dec2024)(IU).docx"
M97 Blue
"(M423)EnrMultiTenant(MultipleAzureBillingT
enantsUnderASingleEnrollment)(WW)(ENG)(
Feb2025)(IU).docx"
M423 P-LSS
VL Central Amendments M97.M423 Blue

This Tenant Information - Excel Form must be used with the Multi-Tenant Enrollment Amendment ( Ml service Manager Contact is a third party (not Enrolled Affiliate) please be aware that this contact receives | File Version: July_2023
Registration ID
(required only
in 25
countries)
Prior Enrollment (if
renewal)
Tenant Affiliate Name (will be used as
Tenant ID Name in CPS)* Contact First Name*
6497675 Azure Commercial Mitchell

.30/M423/H21/M459/Add Tenant Form) to be valid - If the Online personally identifiable information of the Customer and its Affiliates.

Smith [email protected]
Contact Last Name* Online Service Manager Email*

GENERAL NOTES:
1 Completing the Intake File Tab
Please complete all applicable columns in the Intake Form Tab as instructed in "Use of Do not Unhide any row or column
Do not add any column
Use one row per Tenant (no limit on number of tenants/rows you can add) Do not copy and past data across entire row due to hidden columns as data will be plac 2 Use of Columns
Registration ID: Only required for 25 countries and is Optional for the rest of the world Prior Enrollment: Optional field if tenant is being renewed. Please enter the prior enrol Tenant Affiliate Name: Name of each tenant to be created/renewed. When accompain Contact First Name: Tenant contact first name, this will be used as the Primary Contact Contact Last Name: Tenant contact last name, this will be used as the Primary Contact Online Services Manager: This will be used as Online Services Manager email of each te 3 Completing and submitting Amendment
Excel Form must be used with the Multi-Tenant Enrollment Amendment M130/H21/M M130/H21/M423/M459 Amendment must be attached to a signature form and accom Ensure that the number of tenants added in this excel matches with the number of ten When submitting through CLT please ensure amendment, excel and signature form are 4 Frequent ask questions
Q: Where can I find this excel form?
A: This excel form is available with in explore.ms and with the amendment.

Q: How do I submit this excel form?
A: If the amendment is part of a contract package, please submit the excel form accompe If it is a standalone document please submit the excel form accompained of the amenc Q: Does the Online Services Manager (OSM) email need to be unique ? A: No, OSM email address does not need to be unique but if you provide a OSM email alr< For more information on activation steps please refer Online Services (OLS) activation ei Q: What happens if the ROC confirms a match between the proposed OSM and OSMs in P A: If OSM email provided under billing enrollment is already associated with an existing Et A) Continue to process as-is - in which case enrollment will be automatically mapped ti B) Provide an alternative OSM email address (this will allow the customer to sign up to Please discuss with your customer and advise on which option they prefer - ensuring tl Q: Will my case break if the Multi-Tenant Enrollment Amendment is submitted without th A: Yes.

Q: Will my case break if the Multi-Tenant Enrollment Amendment is submitted without th A: If you belong to one of the 25 countries where this is mandatory YES. If you do not belong to ti

Columns" Section below
:ed in the wrong column.
. For details please refer to Partner Readiness Gallery:
llment number
ed with CPS Order, Tenant affiliate name must match t
: and Online Services Manager of each tenant enrollmei
and Online Services Manager of each tenant enrollmen
rnant enrollment
423/M459 /Add Tenant form to be valid
ipanied by this Tenant Information Excel to be valid.
iants entered in the Multi-Tenant Enrollment Amendnru
eady in use you need to be aware that the new enrollm
mail (microsoft.com)
'roduction/Trial?
nrollment, there are two options to proceed:
o that existing tenant and all online services ordered ur a new tenant or associate with an alternative existing t hey are aware of the implications. Processing will rema le Tenant Information Excel File?
le Registration ID?
lose 25 countries no.

VL essential data: Organization registration number and contact middle name (microsoft.com) he Tenant ID Name in the CPS. Due to system limitations, there is a 100 character limit to each nt
t
ent M130/H21/M423/M459/ Add Tenant form to be valid
;nature form)
ient created will be linked to the existing tenant 0SM, meaning no email activation will be sent. r with your contract package.
jrm does not require signature form)
ider that enrollment(s) will be automatically provisioned to that tenant. :enant if preferred).
iin on hold until you confirm.